Enabling the

capture and

sharing of

exceptional

content

Annual Report

and Accounts 2024

Capture.

Share.

Our purpose is to enable

the capture and sharing

of exceptional content.

Financial StatementsCorporate GovernanceStrategic Report

We are a leading global

provider of premium branded

hardware products and

software solutions to the

content creation market.

Strategic Report

2024 financial summary 02

Our global footprint 03

Understanding Videndum 04

Strategic review 06

Market opportunity 07

Chairman’s review 08

Operational and financial review 10

Key Performance Indicators 16

Principal risks and uncertainties 18

Our stakeholders 24

Responsible business 26

Task Force on Climate-related

Financial Disclosures report (“TCFD”) 30

Non-Financial and Sustainability

Information Statement 45

Corporate Governance

Compliance statement 46

Board of Directors 48

Leadership, purpose, values and culture 49

The role of the Board and Board governance 51

Section 172 statement 55

Board roles and the division of responsibilities 57

Composition, succession and evaluation 59

Nominations Committee report 60

Audit, risk and internal control 64

Audit Committee report 65

Remuneration report 69

Directors’ Remuneration Policy 72

Annual Report on Remuneration 81

Directors’ report 97

Financial Statements

Independent auditors’ report 101

Introduction and table of contents 110

Primary statements 111

Section 1 – Basis of Preparation 116

Section 2 – Results for the Year 121

Section 3 – Operating Assets & Liabilities 136

Section 4 – Capital Structure 150

Section 5 – Other Supporting Notes 162

Company Financial Statements 173

Glossary of Alternative Performance Measures (“APMs”) 181

Five Year Financial Summary 187

Shareholder Information and Financial Calendar 188

videndum.com

Contents

Annual Report and Accounts 2024

Videndum plc

2024 financial summary

– 2024 result was in line with the 16 December

2024 Trading Update guidance.

– Revenue 8% lower than 2023 against

a challenging macroeconomic backdrop.

– Adjusted operating loss* of £18.2 million.

Before £18.3 million of H2 one-off charges,

the result was break-even.

– Statutory operating loss before tax of

£96.5 million includes a £51.3 million asset

impairment charge, £12.0 million of losses

of previously discontinued operations,

and £11.3 million of restructuring costs.

– Adjusted operating cash flow up 45%

to £16.8 million (2023: £11.6 million).

Revenue

from continuing operations†

£283.6m

Down 8%

2024

2023

2022

£283.6m

£306.9m

£442.5m

Adjusted operating profit*

from continuing operations†

-£18.2m

Down 237%

2024

2023

2022

-£18.2m

£13.3m

£66.2m

Statutory operating margin

-34.0%

Down 1330 bps

Statutory operating loss

-£96.5m

Down £31.3m

Basic Loss Per Share

-155.8p

Up 1.7p

Adjusted operating margin*

from continuing operations†

-6.4%

Down 1070 bps

Adjusted basic Earnings Per Share*

from continuing operations†

-17.9p

Down 27.4p

Net debt*

£133.0m

Up 4%

2024

2023

2022

£13 3.0m

£128.5m

£193.5m

– Free cash flow £28.3 million higher at

£4.5 million inflow.

– Net debt* at 31 December 2024 was

£133.0 million (2023: £128.5 million)

representing leverage of 5.3x (2023: 3.3x).

December 2024 covenant leverage and

interest cover tests met.

– Multicurrency Revolving Credit Facility

(“RCF”) covenants successfully reset in

April 2025 through to the end of the facility

in August 2026.

– Refinancing of the RCF launched April 2025

and expected to be completed pre H1 FY 25

results in September.

– Gross equity of £8 million raised on 30 April

2025, adding to liquidity headroom.

Key achievements

– Restructuring initiatives expected to deliver

annualised cost savings of £18 million with

a £15 million benefit in 2025.

– Discretionary spending curtailed across

the Group from Q4.

– Pricing discipline and discounting controls

put in place.

– New product development programmes

reinvigorated with major product launches

scheduled for 2025.

– Successful delivery of the Summer 2024

Olympic Games contract worth £8 million.

– Amimon sold in April 2025 for gross cash

consideration of £2.6 million, with the

additional benefit of avoiding operational

and restructuring cash out flows that would

have otherwise been required.

† Amimon was held for sale at 31 December 2023 and reported as discontinued operations, however reclassified to continuing operations for 2024. Discontinued operations also includes the

operation at Syrp (the Media Solutions’ motion controls R&D centre in New Zealand), which was wound down in H2 2023. Results of discontinued operations can be found in notes 2 and 13

to the condensed financial statements. 2023 also includes Lightstream in discontinued operations, which was sold on 2 October 2023.

* In addition to statutory reporting, Videndum plc reports alternative performance measures from continuing operations (“APMs”) which are not defined or specified under the requirements of

International Financial Reporting Standards (“IFRS”). The Group uses these APMs to aid the comparability of information between reporting periods and Divisions, by adjusting for certain items

which impact upon IFRS measures and excluding discontinued operations, to aid the user in understanding the activity taking place across the Group’s businesses. APMs are used by the Directors and

management for performance analysis, planning, reporting and incentive purposes. A summary of APMs used and their closest equivalent statutory measures is given in the Glossary from pages 181.

Financial StatementsCorporate GovernanceStrategic Report

Costa Rica

Germany

Singapore

Australia

China

Japan

Italy

2024 revenue

North America: 44%

Europe: 37%

APAC: 18%

Rest of world: 1%

Our global footprint

We employ around 1,500 people

in ten different countries.

Manufacturing sites R&D sites

Procurement centre Distribution sites

Read more on page 27

People and culture

Our employees are key to our success.

Their experience, market knowledge and

commitment create a culture of innovation,

operational excellence, creativity and integrity.

The Group reacts quickly to customer,

market and technological changes, constantly

innovating to make our products the best

in industry. This, together with our

entrepreneurial culture, enables focused

decision making and minimised bureaucracy.

We work to ensure that we have consistent

policies and processes in place across the

Group. We have comprehensive operating

guidelines and internal communications plans

which keep our employees informed, and our

manufacturing teams ensure stringent health

and safety protocols. We are a responsible

business, focused on reducing our impact

on the environment.

Where we operate

Sites in ten countries; sell into 100+ countries

Well-invested manufacturing facilities

in Italy, Costa Rica and US

R&D centres in Italy, UK and US

Far East Procurement Centre

in Shenzen, China

Distribution centres in UK, Germany,

China, Australia, Singapore and Japan

Videndum plc

Annual Report and Accounts 2024

Understanding

Videndum

For more information visit our website:

videndum.com/about-us/our-brands

About us

We design and manufacture

a portfolio of market-leading,

premium brands – from traditional

mechanically engineered products

through to electronics and software.

Videndum’s purpose is to enable our

customers, in a full range of creative

industries, to capture and share content

through a wide variety of media.

Videndum’s success is dependent on

our ability to understand and respond

to our customers’ needs.

Our core values

We have a clear purpose that is founded

on a set of core values that form the

Videndum Mindset: “Enabling the capture

and sharing of exceptional content”.

Exceptional product performance

We set the highest standards of

technical performance

Customer focus

We are nothing without our customers

Leading a fast-changing market

We apply our creativity and harness

our diversity to engineer innovative

new products and solutions

Global capability

We share knowledge, pool resources,

test ideas and learn from each other

Transparency, integrity, respect

We hold to the highest professional

and corporate standards

Environmental consciousness

We seek to limit our impact on the

environment and create long-term

business sustainability

Our brands

Our brands are leaders in the niche

markets we serve, in terms of premium

products, technology innovation

and/or market share. Our products

typically attach to, or support,

a camera – primarily for broadcast,

cinematic, video, photographic, audio

and smartphone applications – and

are offered as a cohesive package.

Audio capture

Rycote

Distribution,

rental & services

Camera Corps

The Camera Store

IP video

Teradek

Monitors

SmallHD

Mobile power

Anton/Bauer

Strategic Report Corporate Governance Financial Statements

Video transmission

systems

Teradek

Robotic camera

systems

Camera Corps

Vinten

Prompters

Autocue

Autoscript

Lens control systems

Teradek

Backgrounds

Colorama

Savage

Superior

Camera

accessories

Teradek

Wooden Camera

Carrying solutions

Gitzo

Lowepro

Manfrotto

Sachtler

Supports and

stabilisers

Avenger

Gitzo

Manfrotto

OConnor

Sachtler

Vinten

Lighting and lighting control

Avenger

Litepanels

Manfrotto

Quasar Science

Videndum plc

Annual Report and Accounts 2024

Strategic review

Videndum’s purpose is to enable

our customers to capture and share

exceptional content, and this is what

guides us. Our strategy is to focus

on the professional end of the content

creation market.

1. Technology leadership

Track record of innovative new product

development through customer-led R&D

We invest strategically in new products,

technologies, markets and talent to keep our

award-winning brands at the forefront of the

industry. By gathering customer and market

insights, our specialist engineers develop high

quality, high-performance solutions that

enhance productivity, reduce setup time and

lower costs. Our innovative products,

protected by patents and trademarks,

are rigorously tested to ensure the highest

quality and safety standards. Sustainability

is integrated into our brand strategies

through Product Life Cycle Assessment

practices, evaluating materials,

manufacturing, waste and packaging.

While we manufacture most products

in-house, we work closely with leading

partners for specialist solutions.

3. Sourcing and manufacturing excellence

Well-invested, highly automated, lean

and environmentally friendly factories,

with a continuous improvement culture

We manufacture the majority of our products

in-house ensuring greater control over

technology, stronger margins and a stronger

competitive position. Our major manufacturing

sites are ISO 9001, ISO 14001, and ISO 45001

certified. We source materials from reputable

suppliers and insource where feasible to

improve our carbon footprint. Our low-

volume, small-batch processes benefit from

a culture of continuous improvement, lean

manufacturing, and automation, enhancing

quality, efficiency and cost control. Our

vertically integrated factories produce key

components in-house, supported by our

Global Sourcing Office in Shenzhen, which

manages vendor relationships, quality control

and product development across APAC.

4. Operational efficiency

A dedicated programme designed

to improve operational efficiency

Operational efficiency is a fundamental

part of our strategy, ensuring we remain

competitive, resilient and well positioned

for recovery and sustainable growth moving

forward. At the end of 2024, we announced

a comprehensive operational efficiency

programme designed to enhance

performance and create long-term value.

This programme focuses on four key areas:

reinstating pricing discipline, improving

operational efficiency, driving gross margin,

and reducing discretionary spend. By

embedding these principles across the

Group, we are reinforcing our commitment to

financial discipline, operational excellence

and delivering returns for our stakeholders.

2. Worldwide channel strength

Global leader in specialist niche markets,

reflected by the scale and depth of

Videndum’s network of channel partners

We market and sell our products globally via

multiple distribution channels. The majority

of sales are conducted via a global network

of distributors, rental houses, systems

integrators, resellers, retailers and e-tailers

who sell on to customers.

Our Media Solutions Division operates its

own distribution company covering the US,

UK, EU, China, Japan and Australia through

an integrated logistics network. We engage

with a number of leading logistics partners

to ensure responsive and timely delivery

of our products to the relevant geography,

and remain conscious of the impact of our

distribution channels on the environment.

Core competencies

We believe that our core competencies

differentiate us from the competition.

1. Technology leadership

Designing innovative solutions to make our

customers’ lives easier is what drives us.

2. Worldwide channel strength

The breadth of our product portfolio and

strong brand heritage mean that our ability

to access channels to our customers is

unrivalled in the niche markets we serve.

3. Sourcing and manufacturing excellence

We believe that control of the manufacturing

process gives us a competitive advantage.

4. Operational efficiency

Disciplined focus on our operational efficiency

programme to drive performance and cost saving.

Strategic Report Corporate Governance Financial Statements

Market opportunity

Videndum is positioned at the heart

of the global content creation market,

with market-leading, premium brands

in defensible niches.

Over the past few years, the content creation

market has faced multiple unprecedented

challenges including COVID-19, writers’ and

actors’ strikes and destocking. These

challenges have now passed, and the market

is forecast to return to growth. Videndum

is well positioned to capitalise on the market

recovery, leveraging its leadership across all

product segments and its unique ability to

serve a broad range of market verticals with

a comprehensive premium product portfolio.

Videndum’s portfolio addresses three key segments across the content creation market:

1. Independent Content

Creator (“ICC”)

Representing c.44%

of revenue

Products used by professional and high-end

amateur photographers/videographers to

capture high quality photographs or videos

in a range of settings.

– Expected to return to stable growth.

– Total Served Markets (“TSM”) Growth

Compound Annual Growth Rate (“CAGR”)

(2024-29) c.3%.

Key market drivers:

– Demand for photo services and growing

amateur interest have now stabilised.

– Minimal impact from Artificial Intelligence

(“AI”) on Videndum products.

– Return to regular upgrade cycles supported

by New Product Development.

– Channel inventory normalised.

2. Cine and scripted TV

Representing c.26%

of revenue

Products used in the production and filming

of feature films and scripted prestige TV

for streaming platforms, pay TV and/or

theatrical release.

– Expected to return to growth.

– TSM Growth CAGR (2024-29) c.6%.

3. Broadcast

Representing c.20%

of revenue

Products used in production of non-scripted

TV content, filmed in studio and outdoor

settings, including sports, news and other

non-scripted content (entertainment,

factual etc.)

– Growth driven by New Product

Development and next-generation

prompters.

– TSM Growth CAGR (2024-29) c.3%.

Key market drivers:

– False dawn at the start of 2024 following

completion of paused productions.

– Growth in North America yet to resume.

– Continued growth in cameras and monitors

per set driving volumes.

– Return to regular upgrade cycles with

destocking over.

Key market drivers:

– Strong growth in sports and entertainment

content creation.

– Continued automation driving growth

in robotics.

– Increasing use of robotics in outside

broadcasting.

Revenue splits exclude markets which contribute <10% of revenue – including audio and live production.

Videndum plc

Annual Report and Accounts 2024

Chairman’s review

Negotiations over discounts are always

an ongoing feature of the business, but

the new reduced discount levels are no longer

the restraint on volume that we have seen

in recent months.

We have started to see signs of gradual

improvement in end user demand in the Cine

and Scripted TV markets (outside of North

America) in late Q1 2025 and most industry

commentators believe that production

volumes in 2025 will exceed 2024. However,

consensus is that the market will take a

number of years to recover fully and that

it will be at a level below the highs of 2022,

at least in the medium term.

The decline in demand for our products in

the ICC market that has been ongoing for

several years now seems to have bottomed

and the replacement, upgrade and camera

attachment rate patterns are returning to

more normal levels. The exciting new product

launches in 2025 will help drive growth and,

as a result, we expect to see a return to

mid-single digit growth in this segment.

Broadcast, which is the smallest of our

target markets at c.20% of Group revenue,

remains subdued. We launched a number of

new products in this market which have been

well received, and we wait to see meaningful

growth from this market.

Board and governance

2024 saw significant change for the Board.

Having become Chairman on 1 May 2024,

succeeding Ian McHoul, I became Executive

Chairman on 25 October 2024 following the

departure of Stephen Bird as Chief Executive

Officer. Given the deteriorating situation

facing the business, the Board felt that this

change was essential for the long-term best

interests of Videndum.

Full year commentary

2024 was another extremely challenging

year for Videndum with revenue down 8%

to £283.6 million and an adjusted operating

loss of £18.2 million. Before H2 one-off

charges predominantly in relation to an

additional stock provision and intangible

asset write offs, the result was break-even,

compared to a profit of £13.3 million in 2023.

The ICC segment, representing c.40-50% of

Group revenue, remained subdued, impacted

by macroeconomic factors including high

interest rates, inflation and weak consumer

confidence. Recovery across other key sectors

was also slower than anticipated, particularly

in the Cine and Scripted TV market, which

accounts for c.30% of Group revenue.

While demand in this market started the

year strongly (albeit not at pre-strike levels)

as paused productions from 2023 were

completed, demand thereafter declined,

and recovery is now expected to materialise

in Q2/Q3 2025.

The first half of 2024 was therefore stronger

than the second half driven by both the

post-strike ‘false dawn’ and the drive to

overstock distribution channels across the

business through aggressive discounting

to distributors as an incentive. This approach

to discounting was curtailed in the second half

and reduction in channel inventories has been

evident in both H2 2024 and Q1 2025.

We experienced a soft start to Q1 2025 but

this is improving month by month. Channel

‘sell in’ data is now broadly in line with ‘sell

out’ data implying the overstocking from H1

2024 has been extinguished. Those channels

that had been resistant to purchasing without

the incentive of the prior steep discounts have

now resumed buying as at the end of Q1.

We have commenced a search for a new

permanent Chief Executive. Whilst this

search is ongoing, I shall lead the Company

in an executive capacity. Whilst the UK

Corporate Governance Code says that the

roles of Chairman and Chief Executive should

not typically be exercised by the same

individual, the Board has determined that,

given the Company’s current situation,

significant changes to the leadership of

the Company were necessary to navigate the

challenges the Company is facing, and that

I am best suited to do this for a short period

whilst a detailed and thorough search for a

new permanent Chief Executive is coordinated

by the Board. Accordingly, the Board believes

that this remains in the best interests of the

Company and its shareholders. The Board

nevertheless appreciates the position in

the UK Corporate Governance Code, and

once we have identified and appointed a new

permanent Chief Executive, I will revert to my

former role as Non-Executive Chairman.

On the same date, Andrea Rigamonti ceased

to be Chief Financial Officer and Sean

Glithero joined the Company as Interim

Chief Financial Officer.

At the Company’s AGM on 19 June 2024,

Ian McHoul, Erika Schraner and Teté Soto

ceased to be directors of the Company, not

seeking reappointment by shareholders. Polly

Williams joined the Board as an independent

Non-Executive Director and Chair of the Audit

Committee with effect from 1 July 2024.

Stephen Harris

Chairman

2024 was another extremely

challenging year for Videndum but

we have taken decisive actions

to significantly reduce the Group’s

fixed cost base. With our employees’

continuing commitment, passion and

knowledge I expect to see Videndum

recover from its current situation.

Strategic Report Corporate Governance Financial Statements

Following the end of 2024, we have further

appointed Eva Lindqvist as an independent

Non-Executive Director with effect from

1 April 2025. Eva Lindqvist will succeed Richard

Tyson as Senior Independent Director at the

conclusion of the 2025 AGM, with Richard

remaining as an independent Non-Executive

Director on the Board. Caroline Thomson,

independent Non-Executive Director and

Chair of the Remuneration Committee will not

stand for reappointment at the Company’s

AGM to be held on 16 June 2025. She will

cease to be a Director of the Company at the

conclusion of the AGM. With effect from then,

Anna Vikström Persson will succeed Caroline

as Chair of the Remuneration Committee

and Eva Lindqvist will succeed Caroline

as the independent Non-Executive Director

with responsibility for employee engagement.

The Company’s 2025 AGM will be held on

Monday 16 June 2025 at Hilton London,

Syon Park TW8 8JF. The Notice of Meeting

and explanatory notes for the AGM’s business

will accompany the 2024 Annual Report that

will be published in mid-May 2025 and the

Board looks forward to the opportunity

to meet with shareholders at the AGM.

Operational actions

During the year, we have taken decisive actions

to significantly reduce the Group’s fixed cost

base. The restructuring, simplification and

efficiency improvement had relatively little

net impact in 2024 but the actions announced

so far are expected to deliver annualised cost

savings of £18 million with a £15 million

benefit in 2025.

The Group is consolidating manufacturing

operations to get greater utilisation, reduce

capital expenditure and improve operating

efficiencies. This included the difficult but

necessary decision to close our Bury St

Edmunds, UK manufacturing site, with

production transitioning to our facilities in

Feltre, Italy and Cartago, Costa Rica. Offices

in both Italy and the US have undergone

significant rationalisation, and we are also

reducing our global warehouse footprint.

In 2024, a Group-wide project commenced

to optimise external spend and strengthen

our approach to procurement and supply

chain management. This was part of our

drive to expand gross margins and reduce

inventories including through rationalisation

of SKUs. Procurement has been fragmented

across sites with no real coordination. This is

now being centralised and enhanced which

will drive significant savings in the future as

volumes grow.

As announced in December, we are simplifying

the Company structure by moving from three

Divisions to two, eliminating duplicated

overheads and operations, and dramatically

constraining discretionary spending. The new

reporting structure is expected to be fully

in place by 1 January 2026.

Outlook

While 2025 had a soft start, conditions have

been improving month by month. We anticipate

that H1 2025 revenue will decline compared

to H1 2024 as we lap the Q1 2024 spike in

the Cine and Scripted TV market post-strike,

along with deep discounting that pulled sales

forward from H2 2024. H2 2025 is expected

to be stronger due to the normalisation of

content creation markets and reductions

in channel overstocking created in 2024,

with FY 2025 revenues flat compared to 2024.

Adjusted operating profit margins* are

expected to improve to low-single-digit levels,

benefiting from the extensive restructuring

activities announced so far, most of which

are now complete and which will have a more

pronounced impact in the second half of 2025.

In 2026 and beyond, revenues will benefit

from both a return to market growth and

a resumption of new product introductions.

Longer-term expectations for the business

are to achieve mid-double-digit adjusted

operating profit margins* from a combination

of operating leverage on revenue growth,

structural simplification and continued focus

on operational efficiencies.

With our premium products, market-leading

brands and improving cost base, the Board

is confident that the Group is well positioned

for the future.

Summary

To conclude I would like to thank our

employees for their continuing commitment

during an extremely challenging year and

period of significant change for Videndum.

With our employees’ continuing commitment,

passion and knowledge, the Board and

I expect to see Videndum recover from

its current situation.

Stephen Harris

Chairman

30 April 2025

Videndum plc

Annual Report and Accounts 2024

Operational and financial review

Videndum’s purpose is to “enable our customers

to capture and share exceptional content”,

and this is what guides us. We focus on the

professional end of the content creation

market, operating in defensible niches where

our premium brands have strong share.

There is growing appetite for high quality

content, and we expect demand for, and

investment in, original content to remain

positive (e.g. live news, broadcast sport,

reality and scripted TV shows, films, digital

visual content for e-commerce etc).

Videndum is well positioned at the heart of

this market and our strategic priorities remain

unchanged. However, we are focusing more

tightly on our core markets where we have

market-leading product offerings in addition

to a focus on driving operational efficiency.

Our long-term strategy is to invest in areas

where we can grow organically, while improving

our margins.

Media Solutions

The Media Solutions Division designs, manufactures and distributes premium branded equipment

for photographic and video cameras, and smartphones. It provides dedicated solutions to

professional and amateur photographers and videographers, independent content creators,

vloggers/influencers, enterprises, governments and professional musicians. These include camera

supports (tripods and heads), smartphone and vlogging accessories, lighting supports and

controls, LED lights, audio capture and noise reduction equipment, carrying solutions and

backgrounds. Media Solutions represents c.50% of Group revenue.

Adjusted*

Statutory from continuing

and discontinued operations

Media Solutions 2024 2023 change 2024 2023

External revenue £132.7m £153.7m (14)% £132.7m £153.7m

Operating (loss)/profit* £(6.9)m £11.4m £(18.3)m £(33.8)m £(4.8)m

Operating margin (5.2)% 7.4% (12.6) pts (25.5)% (3.1)%

* For Media Solutions, before adjusting items of £26.9 million (2023: £12.8 million) and operating loss from discontinued

operations of £nil (2023: £3.4 million loss).

Market conditions continued to be tough for Media Solutions, with demand in the consumer

and ICC segments declining, albeit at a lower rate than that seen in 2023.

Cassa Integrazione Guadagni Ordinaria (“CIGO”) continued to be applied at the Feltre factory,

which allowed us to flex manufacturing output to prevent excess inventory being built.

The Division also benefited from the 2023 restructuring actions.

Excluding an H2 2024 one-off stock provision charge of £7.4 million and £2.7 million write-off

of previously capitalised development spend and fixed assets, adjusted operating profit margin*

was 2.4% (2023: 7.4%) reflecting adverse operating leverage on the 14% revenue decline.

Statutory operating loss was £33.8 million (2023: £4.8 million loss) which reflects £26.9 million

of adjusting items from continuing operations (2023: £12.8 million) and a £nil million from

discontinued operations (2023: £3.4 million loss).

Production Solutions

The Production Solutions Division designs, manufactures and distributes premium branded and

technically advanced products and solutions for broadcasters, film and video production companies,

independent content creators and enterprises. Products include video fluid heads, tripods, LED

lighting, batteries, prompters and robotic camera systems. It also supplies premium services including

equipment rental and technical solutions. Production Solutions represents c.30% of Group revenue.

Adjusted* Statutory

Production Solutions 2024 2023 change 2024 2023

External revenue £90.7m £101.2m (10)% £90.7m £101.2m

Operating profit* £1.6m £12.6m £(11.0)m £(34.4)m £9.5m

Operating margin 1.8% 12.5% (10.7) pts (37.9)% 9.4%

* For Production Solutions, before adjusting items of £36.0 million (2023: £3.1 million).

Sean Glithero

Interim Chief Financial Officer

There is growing appetite for high

quality content, and we expect

demand for, and investment in,

original content to remain positive.

Videndum is well positioned at the

heart of this market.

Strategic Report Corporate Governance Financial Statements

Production Solutions’ revenue was 10% lower than in 2023 despite the successful delivery of the

Olympics contract for the Paris Summer Games. Conditions remained challenging across all end

markets including the Cine and Scripted TV segment which itself fell significantly, now representing

c.15% of Divisional sales. Launches of the Vinten Versine 360 fluid head and Litepanels Astra IP

have both been well received, with advance orders placed for fulfilment in 2025.

Excluding a H2 2024 one-off stock provision charge of £4.6 million and £0.7 million write-off

of previously capitalised development spend, the adjusted operating profit margin* was down

to 7.6% (2023: 12.5%) reflecting adverse operating leverage on the 10% revenue decline.

Statutory operating loss was £34.4 million (2023: £9.5 million profit) after £36.0 million of

adjusting items (2023: £3.1 million).

Creative Solutions

The Creative Solutions Division develops, manufactures and distributes premium branded products

and solutions for film and video production companies, independent content creators, enterprises

and broadcasters. Products include wired and wireless video transmission systems, lens control

systems, monitors and camera accessories for the cine, scripted TV and live production segments.

Creative Solutions represents c.20% of Group revenue.

Adjusted*

Statutory from continuing

and discontinued operations

Creative Solutions 2024 2023 change 2024 2023

External revenue** £60.2m £52.0m 16% £60.2m £60.1m

Operating profit* £0.5m £0.8m £(0.3)m £(11.3)m £(58.0)m

Operating margin 0.8% 1.5% (0.7) pts (18.8)% (96.5)%

* For Creative Solutions, before adjusting items from continuing operations of £11.8 million (2023: £1.7 million) and operating

loss from discontinued operations of £nil (2023: £57.1 million loss).

** Revenue includes revenue from Amimon of £2.9 million (2023: £nil)

The strikes had the largest effect on Creative Solutions in 2023, where the majority of products

are used in cine and scripted TV. Accordingly, revenue up 16% was against a depressed base

in 2023. Demand in the cine and scripted TV market started the year strongly (albeit not at

pre-strike levels) as paused productions from 2023 resumed. However, thereafter demand

declined as these productions were finished off. Resumption in demand growth is now expected

in Q2/Q3 2025.

Excluding an H2 2024 one-off stock provision charge of £0.9 million and £1.6 million write-off of

previously capitalised development spend and software purchases, the adjusted operating profit

margin* was up to 5.0% (2023: 1.5%) reflecting positive operating leverage on the 16% higher revenue.

Statutory operating loss was £11.3 million (2023: £58.0 million loss), including £11.8m of adjusting

items from continuing operations (2023: £1.7 million) and a £nil million loss from discontinued

operations (2023: £57.1 million loss).

Corporate costs

Corporate costs include charges relating to the Long Term Incentive Plan (“LTIP”) and Restricted

Share Plan (“RSP”) used to incentivise and retain employees across the Group. They also include

payroll and bonus costs for the Executive Directors and the head office team, professional fees,

property costs, and travel costs.

Adjusted* Statutory

Corporate costs 2024 2023 % change 2024 2023

Adjusted operating margin £(13.4)m £(11.5)m 17% £(17.0)m £(11.9)m

*For corporate costs, before adjusting items of £3.6 million (2023: £0.4 million).

Corporate costs were higher than those in 2023 largely due to the non-repeat of the £1.4 million

reversal of certain LTIP charges in 2023. £3.6 million of adjusting items (2023: £0.4 million)

primarily reflects restructuring actions taken in H2 2024.

Videndum plc

Annual Report and Accounts 2024

Operational and financial review continued

2024 financial overview

Income and expense

The numbers below are presented on a continuing basis (unless otherwise stated). In 2023 three

operations were reported as discontinued: Lightstream and Syrp, which were sold and closed

down respectively; and Amimon, which was held for sale in 2023 but for 2024 is included in

continuing operations and was sold in April 2025.

Adjusted

Statutory from continuing

and discontinued operations

2024 2023 change 2024 2023

Revenue

£283.6m £306.9m (8)% £283.6m £315.0m

Operating (loss)/profit £(18.2)m £13.3m £(31.5)m £(96.5)m £(65.2)m

(Loss)/profit before tax £(25.0)m £1.8m £(26.8)m £(103.4)m £(79.7)m

(Loss)/earnings per share (17.9)p 9.5p (27.4)p (155.8)p (157.5)p

1 For the Group, before adjusting operating items of £78.3 million (2023: £18.0 million), adjusting interest items of £0.1m (2023:

£2.6 million) and operating loss from discontinued operations of £nil (2023: £60.9 million loss).

2 Revenue includes revenue from Amimon of £2.9 million (2023: £nil).

Revenue declined by 8% on a reported basis

(including the effects of FX and Amimon

restated as a continuing operation). Declining

demand across our three core markets of ICC,

Cine and Scripted TV, and Broadcast drove

a 5% decrease in revenue on a constant

currency basis.

Demand in the Cine and Scripted TV market

started the year strongly (albeit not at

pre-strike levels) as paused productions from

2023 were completed. Thereafter, demand

declined, and recovery is now expected to

materialise in Q2/Q3 2025.

The Broadcast market declined year-on-year

other than the uplift in revenue from the Paris

Summer Olympics. The decline was a result

of news budgets being redirected to war

coverage or cut significantly. In H2 the

demand uptick from the US Presidential

election was much less pronounced than

anticipated.

The ICC segment was sluggish throughout

the year, impacted by macroeconomic factors

including high interest rates, inflation and

weak consumer confidence. This led to a

decline in revenue, particularly in H2 2024

after a drive to secure more revenue in H1

2024 through discounting was reversed in H2

through better price discipline.

Adjusted gross profit margin* fell from 38.5%

in 2023 to 32.9% in 2024 with most of the fall

attributable to £12.9 million of H2 one-off

inventory provision charges and £0.2 million

fixed asset write-off, following management

review of inventory levels compared to future

demand expectations.

Adjusted operating expenses* increased by

£6.9 million to £112.4 million (2023: £105.5

million) including £4.8 million from extra

write-off of intangible assets that arose from

past capitalised internal development spend

and software purchases. Similar to the

additional inventory provision, this resulted

from scrutiny of intangible asset carrying

balances compared to expectations of future

sales. Excluding these items, adjusted

operating expenses* were £107.6 million,

broadly flat compared to 2023 (£105.5 million)

and 15% lower than in 2022 (£127.2 million).

An adjusted operating loss* of £18.2 million

included £13.1 million of extra H2 charges

within cost of sales and £5.2 million within

operating expenses. Excluding these, adjusting

operating profit* was £0.1 million.

We have moved at pace with our operational

improvement programme, progressing well

with both operating model enhancements and

cost saving initiatives. As part of our drive to

expand gross margins and reduce inventories

we have strengthened our approach to

procurement and supply chain management

and are rationalising SKUs. Pricing discipline

has been reinstated. We are also consolidating

manufacturing operations to get greater

utilisation, reduce capital expenditure and

improve operating efficiencies. A significant

part of this consolidation is the closure of

our manufacturing operations in Bury St

Edmunds, UK, moving these to our existing

sites in Feltre, Italy and Cartago, Costa Rica.

We are simplifying the Company structure

in 2025 by moving from three Divisions to

two, eliminating duplicated overheads and

operations, and dramatically constraining

discretionary spending. We expect this

structural change to be complete by the

beginning of 2026.

The cost savings that result from these

initiatives started in 2024 but had little

impact in the year. At full run-rate they will

achieve an annualised saving of c.£18 million,

of which c.£15 million will be achieved in 2025.

The cash cost of the restructuring is expected

to be c.£15 million with £3 million spent in

2024 and the remainder to be incurred

in 2025.

Adjusted net finance expense* of £6.8 million

was £4.7 million lower than in 2023 (£11.5

million). This was the result of lower borrowings,

following the equity raise at the end of 2023

and despite higher interest rates on

borrowings. In 2024, an average of c.55%

of our borrowings was fixed through swaps

at an average rate of c.5% (including margin).

These swaps matured in September 2024

($40.0 million) and January 2025 (£37.0

million). Our floating debt currently has

an average interest rate of c.9% (including

margin). Net finance expense also includes

interest on lease liabilities, income from the

accounting surplus of the defined benefit

pension scheme, amortisation of loan fees,

and net currency translation gains or losses.

Adjusted loss before tax* was £25.0 million

compared to a £1.8 million profit in 2023.

Statutory loss before tax from continuing

and discontinued operations of £103.4 million

(2023: £79.7 million loss) includes adjusting

items from continuing operations of £78.3

million (2023: £20.6 million) and a £nil loss

from discontinued operations after adjusting

items (2023: £60.9 million loss). The adjusting

items from continuing operations primarily

relate to the impairment of assets (£51.3

million), losses of previously discontinued

operations (£12.0 million), and restructuring

costs (£11.3 million) – see “Adjusting items”

section for further detail.

The Group’s effective tax rate (“ETR”) was a

32% credit on the £25.0 million adjusted loss

before tax* (2023: 161% on £1.8 million profit

before tax*). Statutory ETR from continuing

and discontinued operations was a 42% debit

on £103.4 million loss (2023: 3% credit on

£79.7 million loss before tax) reflecting the

write-off of the majority of deferred tax

assets previously held.

Adjusted basic loss per share* was 17.9 pence

(2023: 9.5 pence earnings per share).

Statutory basic loss per share from continuing

and discontinued operations was 155.8 pence

(2023: 157.5 pence loss per share).

Cash flow and net debt

Cash generated from operating activities was

£22.5 million (2023: £9.8 million) and net cash

from operating activities was £12.7 million

(2023: £16.1 million outflow).

Free cash flow* at £4.5 million was a £28.3

million improvement over 2023, reflecting

stronger adjusted operating cash flow*

combined with lower interest and restructuring

spend. Adjusted operating cash flow* at

£16.8 million was £5.2 million higher than in

2023 as working capital inflows offset higher

operating losses.

Strategic Report Corporate Governance Financial Statements

Earnout and retention bonuses relate to AUDIX,

Savage and Quasar. The sale of a property in

the Production Solutions Division yielded

£2.5 million and restructuring and integration

costs totalled £3.7 million.

December 2023

closing net debt* (£m)

(128.5)

Free cash flow from continuing

operations*

4.5

Free cash flow from previously

discontinued operations

(4.4)

Upfront loan fees, net of amortisation 0.6

Employee incentive shares (0.5)

Net lease additions (3.9)

FX (0.8)

December 2024

closing net debt* (£m)

(133.0)

Net debt* at 31 December 2024 of £133.0 million

was £4.5 million higher than at 31 December

2023 (£128.5 million). Net lease additions of

£3.9 million include the addition of a £1.8 million

lease liability for a new Production Solutions

Division property following the sale of the

existing site, and £0.9 million in relation to

Amimon which returned to continuing

operations. The £0.8 million unfavourable

impact from FX arose primarily from the

translation of our US dollar debt, following

the strengthening of the US dollar against

Sterling across 2024.

At 31 December 2024, leverage

was 5.2x

(31 December 2023: 3.3x) and interest cover

was 1.4x (31 December 2023: 2.0x).

Liquidity at 31 December 2024 totalled £47.6

million, comprising £34.7 million unutilised RCF

(total facility of £150 million which matures

in August 2026) and net cash of £12.9 million.

Gross cash of £57.3 million is stated before a

£44.4 million overdraft due to operational cash

pooling arrangements.

1 Leverage is calculated as net debt before arrangement fees

and after leases of discontinued operations, divided by

covenant EBITDA for the applicable 12-month period (being

adjusted EBITDA*, before share-based payment charges,

and after interest on employee benefits, interest related

net currency translation gains, and the amortisation of loan

arrangement fees).

2 Interest cover is calculated as covenant EBITA for the

applicable 12-month period (being adjusted EBITDA* less

depreciation of PP&E) divided by adjusted net finance

expense* (before interest on employee benefits and FX

movements, and the amortisation of arrangement fees).

£m 2024 2023 Variance

Statutory operating loss from continuing and

discontinued operations

(96.5) (65.2) (31.3)

Add back discontinued operations statutory operating

loss

– 60.5 (60.5)

Add back adjusting items from continuing operations 78.3 18.0 60.3

Adjusted operating (loss)/profit* (18.2) 13.3 (31.5)

Depreciation

24.0 20.5 3.5

Adjusted trade working capital (inc)/dec* 21.3 (1.1) 22.4

Adjusted non-trade working capital (inc)/dec* 2.2 (6.8) 9.0

Adjusted provisions inc/(dec)* (0.1) – (0.1)

Capital expenditure

(15.4) (15.3) (0.1)

Other

3.0 1.0 2.0

Adjusted operating cash flow* 16.8 11.6 5.2

Cash conversion* n/a 87% n/a

Interest and tax paid (9.4) (25.7) 16.3

Earnout and retention bonuses (1.2) (3.6) 2.4

Restructuring, integration costs and sale of property (1.2) (5.3) 4.1

Transaction costs (0.5) (0.8) 0.3

Free cash flow* 4.5 (23.8) 28.3

1 Includes depreciation, and amortisation/impairment of purchased software and capitalised development costs

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

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

Net cash from operating activities of £12.7 million (2023: -£16.1 million outflow) comprises £4.5 million free cash flow from

continuing operations* (2023: -£23.8 million outflow) plus £15.4 million capital expenditure from continuing operations (2023:

£15.3 million), less £2.7 million from sale of PP&E and software from continuing operations (2023: £0.3 million), less £0.2 million

interest received from continuing operations reported within net cash used in investing activities (2023: £nil), plus net cash from

operating activities from previously discontinued operations of -£4.3 million (2023: -£7.3 million outflow).

Adjusted trade working capital* decreased by £21.3 million in 2024 (2023: £1.1 million increase);

£12.9 million due to the H2 one-off inventory provision, and £8.4 million from timing of trade

receivables collections and trade payables. Inventory decreased by £0.1 million in 2024 excluding

the additional H2 inventory provision. Trade receivables decreased by £7.2 million and trade payables

increased by £1.1 million.

Capital expenditure of £15.4 million (2023: £15.3 million) included:

– £7.8 million of Property Plant and Equipment (“PP&E”) compared with £4.6 million in 2023.

This reflected spend to deliver the Paris Olympics contract in H2, and investment in machinery

and tooling for new products being launched in 2025;

– £7.3 million capitalisation of development costs (2023: £10.0 million) and software of £0.3 million

(2023: £0.7 million). Gross R&D was slightly lower than in 2023, which included investment in

developing the new, AI-driven talent tracking, Vinten Vega product. The percentage of revenue

(6.6%) was higher year-on-year (2023: 6.3%) following the decline in revenue, as the level of R&D

investment has largely been maintained.

Interest and tax paid decreased by £16.1 million compared to 2023, due to the timing of tax payments

and refunds (£11.1 million lower), in addition to £5.2 million lower interest costs following lower

average borrowings throughout the year.

£m 2024 2023 Variance

Gross R&D 18.7 19.3 (0.6)

Capitalised (7. 3) (10.0) 2.7

Amortisation and impairment losses 10.1 5.6 4.5

Income Statement Impact 21.5 14.9 6.6

Videndum plc

Annual Report and Accounts 2024

Operational and financial review continued

Adjusting items from continuing operations

Adjusting items from continuing operations in 2024 primarily relate to an impairment of assets

charge of £51.3 million, losses of previously discontinued operations of £12.0 million, and

restructuring and other costs of £11.3 million.

The impairment of assets mainly reflects a £31.1 million impairment of goodwill within the

Production Solutions Division (2023: £nil), a £14.9 million impairment of goodwill within the Media

Solutions Division (2023: £nil), and a £4.6 million impairment of land and buildings (2023: £1.5

million). Trading conditions have been challenging for the last two years and, given the revised

outlook on future demand, there was a resulting impairment of some of the goodwill accumulated

from historic acquisitions.

The £12.0 million loss of previously discontinued operations reflects both the operational loss in

the year and a £5.9 million impairment of assets. Amimon accounted for £11.5 million of this loss.

Restructuring and other costs reflect Group -wide restructuring projects commissioned in 2024,

which resulted in a number of employees leaving in 2024, for which costs were recognised in 2024.

Future employee-related costs were recognised where an announcement of restructuring activity

in 2025 was made prior to the end of 2024. Further detail on restructuring can be found in note 2.2.

£m 2024 2023

Impairment of assets (51.3) (7. 3)

Operating loss of previously discontinued operations (12.0) –

Integration, restructuring, and other costs (11.3) (5.4)

Amortisation of intangible assets that are acquired in a business

combination

(3.5) (4.0)

Acquisition related charges (0.2) (1.3)

Finance expense – amortisation of loan fees on borrowings for acquisitions (0.1) (2.6)

Adjusting items (78.4) (20.6)

Discontinued operations

The Group is focusing more tightly on high-end

professional content creation, where it has high

market share, sales channel expertise and more

compelling growth opportunities. Consequently,

in 2023 the Board decided to exit loss-making

operations in non-core markets, specifically

medical and gaming, to concentrate R&D

investment on the content creation market.

As a result, whilst the Creative Solutions

Division as a whole remains core going forward,

Amimon was held for sale at 31 December 2023

and Lightstream was sold on 2 October 2023.

Both were reported as discontinued operations

in 2023. In addition, Syrp (the Media Solutions’

motion controls R&D centre in New Zealand)

was wound down in H2 2023, which is also

reported within discontinued operations.

With no sale taking place in 2024, Amimon

was reclassified to continuing operations

and accordingly there were no discontinued

operations in 2024.

£m 2024 2023

Revenue – 8.1

Adjusted loss before tax* – (6.4)

Adjusting items – (54.5)

Statutory loss before tax – (60.9)

Post year end, the Amimon business was

sold in April 2025 together with a licence

to use Teradek related intellectual property

for products that do not compete with those

of Videndum. In 2025, for the period up

until disposal, Amimon will be treated as a

discontinued operation. The Board will consider

further potential disposals, as appropriate.

Borrowing facilities and

financial position at

31 December 2024 and at

April 2025

The Group has a committed £150 million

Multicurrency RCF with a syndicate of lenders

and a term until 14 August 2026 (see note

4.1 “Net debt”). Previously the RCF had been

committed at £200 million with maturity

at 14 February 2026, but in the second quarter

of 2024, a six-month extension was negotiated

for a £50 million reduction in commitment

and improved lending covenants.

Whilst June 2024 and September 2024

covenant thresholds were met, the slower pace

of recovery in the second half of 2024 led to

the request for an amendment to the December

2024 covenants. This was granted on

13 December 2024 with leverage raised to less

than 5.5x (originally <3.25x) and interest cover

reduced to more than 1.25x (originally >3.0x).

Certain additional conditions were placed on

the Group during this process including the

introduction of a new February 2025 covenant

and the requirement for lender consent to

increase drawn RCF above £129 million.

Subsequent to the end of 2024 the amended

December covenant tests were met and both

the February 2025 and March 2025 covenant

tests waived. The Group has successfully

negotiated amended covenants (“the Amended

Covenants”) through to the end of the facility

in August 2026. Leverage and interest cover will

be tested only for December 2025, March 2026

and June 2026 with, at each test date, leverage

(net debt:EBITDA) to be no higher than 6x and

interest cover (EBITA:net interest) of at least 1x.

A trailing last twelve month (“LTM”) EBITDA

covenant will apply for two quarters with LTM

EBITDA to be at least £5 million at the end of

June 2025 and at least £6 million at the end

of September 2025. In addition, throughout

the remaining term of the RCF, a weekly tested

minimum liquidity covenant will be put in place,

starting at £7.5 million, before falling to £5

million from 1 September 2025. Minimum

liquidity has been defined as cash at bank, net of

overdrafts, plus available undrawn RCF up to the

cap at which lender consent is required. This cap

has been raised from the £129 million introduced

through the December 2024 amendment

process, to £139 million for the remaining term

of the RCF. The Amended Covenants are

conditional on the Company raising at least

£6

million in net proceeds from a fully

underwritten

placing of new ordinary shares,

which was announced separately on 30 April

2025. Shareholders are encouraged to read

that announcement alongside the FY24 results

announcement.

The Group is actively seeking to fully or partially

refinance its RCF, most likely by accessing private

credit funds, before its first half 2025 results are

announced at the end of September. The intention

is to secure funding that stabilises the Group’s

borrowing position and ensures sufficient

long-term liquidity to enable the business to

execute its strategy and return to growth. As

part of the Amended Covenants, existing RCF

lenders have a right to exert more influence over

the Group, including in the extreme, triggering

an event of default, should the Group fail to

complete the refinancing or agree an

alternative deleveraging plan with lenders by

October 2025. These and previous amendments

to the RCF preclude the Board from declaring

a dividend and restrict factoring to £15 million.

Costs incurred to date in 2025 in preparation

for the planned refinancing, in addition to costs

to restructure the RCF, total £5.4 million.

Going concern – material

uncertainty

The Group’s financial statements have been

prepared on a going concern basis. The Board

has considered the future trading and cash flow

forecasts over a period of 12 months from the

approval date of the financial statements and

believes that available liquidity will be sufficient

to enable the Group to meet its liabilities as

Strategic Report Corporate Governance Financial Statements

The Board has concluded that these financial

projections together with the risk of a negative

tariff-related outcome and the inherent

difficulty in predicting the terms and timing

of a refinance, or deleveraging plan should

a refinance not occur,

do indicate the existence

of a material uncertainty which may cast

significant doubt over the Group’s ability

to continue as going

concern. The financial

statements do not include

the adjustments

that would result if the Group were unable

to continue as a going concern.

The results for the full year 2023 and half year

2024 also indicated the existence of a material

uncertainty.

Viability statement

In line with the UK Corporate Governance Code,

the Directors have assessed the prospects of the

Group over a longer period than that required

the ‘going concern’ provision. The Directors have

assessed the viability of the Group over a three-

year

period. The three-year viability period coincides

with the Group’s strategic review period. The Plan

assumes the successful recovery from the challenges

faced in both 2023 and 2024, implementing cost

savings and operational efficiency measures, and

returning the Group to historic profit margins

whilst delivering long-term growth. However, the

Directors recognise that the prevailing conditions

make it challenging to forecast future outcomes.

The Directors believe that a three-year period

is an appropriate period over which a reasonable

expectation of the Group’s longer-term viability can

be evaluated and is aligned with the Group’s business

and strategic planning time horizon. It reflects

the nature of the Group’s key markets, its businesses

and products and its limited order visibility.

While the Directors have no reason to believe that

the Group will not be viable over a longer period,

they believe that the three-year period presents

readers of the Annual Report with a reasonable

degree of confidence.

The viability assessment has considered the

potential impact of the principal risks on the

business, in particular future performance

(including the success of the strategy and the

broader economic recovery) and liquidity over

the duration of the Plan. Refer to the Principal

risks and uncertainties section for further detail.

The issue of tariffs is fast moving and recent but

has ramifications in different risk areas, and is

reflected where applicable (demand for products,

cost pressure, supply chain dependency). Our

approach is to carefully monitor the developments

in this area, and Videndum will rely on its strong

position in the markets in which it operates to

implement price increases as necessary to pass on

the additional cost of tariffs. The Group may be at

an advantage relative to its competitors, the vast

majority of which are Chinese. However, there is

a risk that a prolonged tariff war increases the risk

of a global recession impacting demand.

In making this statement, the Directors have

considered the resilience of the Group under various

market conditions, the principal risks facing the Group,

together with the effectiveness of any mitigating

actions and the availability of financing facilities.

Further detail has been provided below on the key

principal risks impacting the three-year period.

Principal risk 1, “Treasury, including going concern”

has the most fundamental influence on the

Directors’ assessment of the Group’s long-term

viability. Liquidity and covenant impacts have been

carefully modelled across all forecast scenarios. The

Directors are confident that appropriate mitigating

actions are being implemented to manage this risk

effectively. Key measures include active working

capital management, cost savings from

restructuring initiatives, and the commencement

of long-term private lending arrangements.

Principal risk 2, “Demand for Videndum’s

products” and Principal risk 3, “Cost pressure”,

have also specifically been incorporated into

each modelled scenario. The declining demand

and cost pressures are key factors within each

scenario. A further decline of revenue, and the

associated demand of products, has been

factored into the severe but plausible scenarios.

The assessment has been made, at the date

of signing these accounts, with reference to:

– The Group’s financial position at the year ended

31 December 2024 including the current and

forecast funding position and the Directors’

expectation that a refinancing will be completed

before the maturity in August 2026 of the

Group’s £150 million Revolving Credit Facility;

– The Group’s strategy and business plan;

– The Board’s risk appetite;

– The Group’s principal risks and

uncertainties and how these are identified,

managed and mitigated;

– The Group’s going concern assessment; and

– The external environment that the Group

operates within.

The Directors have reviewed the forecasted

scenarios, including the severe but plausible

scenarios modelled and took first quarter 2025

trading into account in forming their view of the

Group’s viability expectation. Refer to section 1

of the going concern disclosure for further detail

on the scenarios considered. In the short term, the

viability of the Group is impacted by the recovery

from the challenges faced in 2024 and the material

uncertainty highlighted in the going concern section.

The Group is expected to grow its profit margins over

the course of the Plan. Based on this assessment, the

Directors have a reasonable

expectation that the

Group will have sufficient resources to continue

in operation and meet its liabilities as they fall

due through to 31 December 2027, taking into

account the need to resolve the material

uncertainty. However, a significant sustained

downturn would threaten the viability of the

business over this three-year assessment period.

Dividend

The Board recognises the importance of

dividends to the Group’s shareholders and

intends to resume payment of a progressive

and sustainable dividend when appropriate

to do so. The existing terms under the RCF

preclude the Board from declaring a dividend.

Sean Glithero

Interim Chief Financial Officer

30 April 2025

they fall due. Furthermore, the Board believes

that the Amended Covenants will be met and

that the business will successfully refinance

prior to the end of September 2025.

The Board has conducted a thorough

evaluation of the going concern assumption

and has modelled both a base case and a

severe but plausible downside scenario that

reflects a prolonged period of weak demand.

Notwithstanding the planned refinance, both

financial projections reflect current borrowings

and related terms, the Amended Covenants

and net proceeds from the share placing.

Whilst there is headroom over the covenants

linked to trading in the base case, the Group

must, in all scenarios, complete its planned

refinancing or satisfy lenders with an

alternative deleveraging plan by October 2025,

in order to avoid triggering an event of default.

The Board is confident based on preparations

and progress to date that either a refinance

will be completed or a satisfactory deleveraging

plan will be agreed.

As a result of the financial projections, under

the severe but plausible scenario, multiple

breaches of the Group’s covenants are forecast

within 12 months from the approval of these

financial statements. Furthermore, without

additional sources of funding or new measures

to improve the liquidity situation the business

would have insufficient liquidity to operate

from the first quarter of 2026.

If a covenant breach occurred, or additional

liquidity beyond the liquidity cap be required,

the Group would enter into negotiation with

lenders as it has done in the past. However, as

would be the case in any liquidity or covenant

amendment request, funding to the Group

could be withdrawn and additional liquidity

or covenant relief not granted.

Should the severe but plausible scenario come

to pass, and absent additional management

mitigation actions, it could jeopardise the

ability for the Group to successfully complete

its planned refinancing prior to the end of

September 2025. This could potentially mean

the lenders exercising their right to default

the RCF in October 2025 if a satisfactory

agreement could not be reached to deleverage

the Group.

In April 2025 a series of significant, additional

tariffs to be applied to goods entering the

United States were announced. A number

of countries applied retaliatory tariff increases

on the US who subsequently suspended

application of some of the additional tariffs.

The Group sells its market-leading products

throughout the world, including in the US, with

components sourced from around the world,

including from China. It also has US based

manufacturing and assembly plants that serve

countries outside of the United States and

faces competition from Chinese origin products.

Given the uncertain nature of the situation and

not least the potential for a negative impact on

the world economy from globally higher tariffs,

the financial projections have not been adjusted

for the latest tariff developments.

Nevertheless, it is recognised by the Board

that both risk and opportunity exist.

Videndum plc

Annual Report and Accounts 2024

Operational and financial review continued

Key Performance Indicators (continuing operations†)

Health and safety: accident record

Number of accidents resulting in greater than three days’ absence.

Performance

2024

2023

2022

2024 update

Our target is zero accidents.

Adjusted operating profit margin*

Adjusted operating profit* divided by revenue.

Performance

2024

2023

2022

(6)%

15%

2024 update

Decline driven by lower volumes

and H2 one-off charges.

Net debt*

Net borrowings and lease liabilities.

Performance

2024

2023

2022

£133.0m

£128.5m

£193.5m

2024 update

Free cash flow from continuing

operations offset by discontinued

operations cash outflow. Increase

from additional lease liabilities.

Adjusted profit before tax*

Adjusted profit before tax*.

Performance

2024

2023

2022

£(25.0)m

£1.8m

£60.2m

2024 update

Decline driven by lower volumes

and H2 one-off charges.

Basic earnings per share

Statutory profit after tax* from continuing and discontinued operations,

divided by weighted average number of shares during the period.

Performance

2024

2023

2022

(155.8)p

(157.5)p

71.4p

2024 update

Higher number of shares following

December 2023 equity raise offset

by higher loss after tax.

Adjusted operating cash flow*

Performance

2024

2023

2022

£16.8m

£11.6m

£59.7m

2024 update

Working capital inflows offset

higher operating losses.

Adjusted gross margin*

Adjusted gross profit* divided by revenue.

Performance

2024

2023

2022

33%

38%

44%

2024 update

Decline driven by H2 one-off

stock provision charge.

Revenue

Change in revenue.

Performance

2024

2023

2022

(8)%

(31)%

14%

2024 update

Decline driven by challenging

macroeconomic environment.

Financial StatementsCorporate GovernanceStrategic Report

Videndum plc

Annual Report and Accounts 2024

Overview

To achieve its strategic objectives, Videndum

recognises that it will take on certain business

risks.

The Group aims to take business risks

in an informed and proactive manner, such

that the level of risk after mitigating action

is aligned with the potential business rewards.

Management regularly reviews risk exposures

against current business risk level tolerances.

Videndum aims to be a sustainable business,

minimising its impact upon the environment,

supporting and working to improve the

societies in which it operates and with a

rigorous governance framework ensuring

the longevity of the business and minimising

risks around its operations.

The risk management framework includes

formal risk reviews and risk registers

maintained at Divisional level and for Group

functions (IT, Tax and Treasury, Central

processes).

Our approach is underpinned by a commitment

to fairness and honesty in our relationships with

our customers, suppliers, our people and all our

stakeholders. The Group is risk averse with

respect to risks that could negatively affect

the safety of our employees and products,

our brands or reputation, or risks that could

lead to breaches of laws and regulations.

We have a disciplined financial management

approach and in particular we seek to minimise

the impact of short-term currency fluctuations

on our business. The Group is committed to

full compliance with all statutory obligations

and full disclosure to tax authorities.

To support our strategic priorities, we have

several business objectives which influence

the way in which we proactively manage

risks. These include: being a strong innovator

and investing in research and development;

optimising supply chain efficiency and

operational excellence; robust HR processes

for resourcing and talent development;

and longer-term identification of

acquisition opportunities.

Update since 2023

– The “Treasury” risk remains high as it

encompasses risks relating to going

concern, funding, cash management and

foreign exchange. While borrowings remain

stable, Revolving Credit Facility (“RCF”)

covenants from December 2024 onwards

were not expected to be met, and the Group

has worked closely with the lending

syndicate to seek amendment or waiver of

these covenants ahead of testing. The

Group has initiated steps to refinance the

business through long-term private lending.

The Treasury risk is also heightened as a

result of increased pressure on cash

management due to: 1) The Videndum

Pension Scheme Trustee may compel the

Company to increase payment into the

defined benefit pension scheme due to

concerns about long-term funding in the

context of going concern material

uncertainty and pending finalisation and

agreement of the valuation; 2) Additional

challenges in managing inventory levels due

to demand being less than planned.

– The risk relating to “Demand for

Videndum’s products” remains high due to

the challenging macroeconomic and market

environment. However we are seeing

improving signs, particularly in cine and

broadcast, in terms of quantity and quality

of projects and enquiries. In addition, the

Group continues to innovate, and we believe

the long-term fundamentals for the content

creation industry remain strong. The risk

will be further mitigated by ongoing

structural cost saving initiatives.

– The risk relating to dependence on key

suppliers has increased and been

exacerbated by the reliance on several key

single source suppliers. This applies to

specific supplies, in particular glass panels

used for SmallHD monitors, wireless

transmission modules, and other specialist

components.

– The “People” risk is higher due to the

increased pressure linked to restructuring

initiatives and measures to contain costs

given pressures on the business, including

short time working. This may affect morale

and lead to greater employee turnover.

Headcount freezes place higher demands

on existing employees which, alongside

salary increases being frozen and bonuses

not having been paid this year, may lead to

increased dissatisfaction.

– The risk relating to “restructuring and

disposals” continues to increase given that

the Group is executing several important

restructuring activities including a

consolidation of manufacturing activities

and centralisation of central functions.

– The overall cost pressure has reduced

somewhat in 2024. Commodity and energy

costs have stabilised, and inflationary

pressures and availability of critical

components have improved. Considering

geopolitical uncertainty, in particular

conflict in the Middle East, we monitor

closely the impact this may have on energy

costs and cost of logistics. The increase in

trade barriers in 2025 and the impact this

may have on sourcing of products will need

to be carefully monitored. The risk in

relation to reputation has reduced, but

remains elevated, after a very challenging

two years.

– The likelihood of any acquisition is very low

in the short term, so the risk is

correspondingly low.

The issue of tariffs is fast moving and recent

but has ramifications in different risk areas,

and is reflected where applicable (demand for

products, cost pressure, supply chain

dependency). Our approach is to carefully

monitor the developments in this area, and

Videndum will rely on its strong position in the

markets in which it operates to implement

price increases as necessary to pass on the

additional cost of tariffs. The Group may be

at an advantage relative to its main

competitors, the majority of which are

Chinese. However, there is a risk that a

prolonged tariff war increases the risk of a

global recession impacting demand.

The Group has an established

framework for reviewing and

assessing risks and has appropriate

processes and procedures to mitigate

against them.

Principal risks and uncertainties

Strategic Report Corporate Governance Financial Statements

Principal risks

Relative positioning at the end of 2024

1. Treasury including going concern

2. Demand for Videndum’s products

3. Cost pressure

4. Dependence on key suppliers

5. Dependence on key customers

6. People

7. Laws and regulations

8. Reputation of the Group

9. Business continuity including cyber security

10. Climate change

11. Restructuring and disposals

12. Acquisitions

Key Increased Stable Reduced

All risks are measured in terms of their financial impact. The categorisation above is based on risk type.

Low High

Likelihood

Strategic

Financial

Operational and

compliance

Key

Low High

Impact

Videndum plc

Annual Report and Accounts 2024

Principal risk Mitigation Strategic priority*

1. Treasury including going concern

The Treasury risk encompasses risks relating to going concern,

funding, cash management and foreign exchange.

The risk has increased due to the number of going concern material

uncertainties identified, including those linked to funding and the

planned refinancing of the Groups’ RCF.

While borrowings remain stable, earnings were lower in the year and

this led to a December 2024 covenant amendment and related

covenant waivers post year end. The April 2025 covenant reset is

dependent on the Group refinancing as planned or providing lenders

with an alternative deleveraging plan that is acceptable to them.

The Trustee of the UK Defined Benefit scheme may seek from the

Group an increased payment into the defined benefit scheme due to

concerns about long-term funding in the context of going concern

material uncertainty.

The Treasury risk is also heightened as a result of increased pressure

on cash management, in particular the additional challenges in

managing inventory levels due to demand being less than planned.

– The Group reset covenants in April 2025 through to the

end of the facility.

– The Group is undertaking steps to refinance the

business through long-term private lending, though the

quantum, tenure, pricing and conditions are yet to be

determined. Should this not occur an alternative

deleveraging plan will be prepared that may include

significant disposals or another equity issue.

– The UK Defined Benefit scheme is well funded and the

Group is in active dialogue with the Trustees who are

supportive of the planned refinance.

– The Group is actively managing working capital

focusing mainly on reducing inventory. Significant

reductions have been achieved so far in 2025.

– Several cost saving and other restructuring activities

have been launched. Savings are already being

generated.

– Use of appropriate hedging activities on forecast

foreign exchange net exposures

– Overseas investments partly financed using foreign

currency borrowings to provide a net investment hedge

over the foreign currency risk that arises on translation.

2. Demand for Videndum’s products

The risk relating to “Demand for Videndum’s products” remains high

due to challenging macroeconomic conditions and the market

environment.

Geopolitical issues including increased trade barriers and tariffs

between countries increases the risk of a global recession.

Global recessionary and inflationary pressures have reduced

consumers’ disposable income and impacted demand for consumer-

oriented products.

We recognise that Artificial Intelligence may create additional risks and

opportunities for the content creation sector.

Recovery following the end of the strikes has been slower than

expected, however there are improving signs.

– Close monitoring of target markets and user

requirements including those of key customers.

– Monitoring of geopolitical developments and adapting

plans accordingly, particular with respect to tariffs.

– The fundamentals of the content creation industry

remain strong which has been reaffirmed though

extensive commercial due diligence.

– The Group continues to invest in new product

development and marketing, phasing out replaced or

old products as required.

– The operational footprint and build plans for our

manufacturing plants are adjusted to respond to

changes in demand.

– Continued focus on operational efficiencies to offset

the risks relating to slower demand.

– A diversified approach to channels and markets helps

to mitigate long-term risks.

3. Cost pressure

Principal risks and uncertainties continued

Strategic Report Corporate Governance Financial Statements

Key Increased Stable Reduced

Principal risk Mitigation Strategic priority*

Absent recent and fluctuating changes in the tariffs landscape,

overall cost pressure has reduced some-what in 2024. Commodity

and energy costs have stabilised, and inflationary pressures and

availability of critical components have improved.

The increase in trade barriers and tariffs in 2025 and the impact this

may have on sourcing of products and their landed cost will need to

be carefully monitored.

Considering geopolitical uncertainty, in particular conflict in the

Middle East, we monitor closely the impact this may have on energy

costs and cost of logistics.

The risk in relation to reputation has reduced, but remains elevated,

after a very challenging two years.

– Pricing, and the ability to pass on any additional costs,

are carefully monitored.

– The closure of our manufacturing operations in Bury St

Edmunds, UK, moving these to our existing sites in

Feltre, Italy and Cartago, Costa Rica.

– Careful monitoring of all costs versus budgets with

production and sourcing activities continually reviewed

for cost-saving opportunities.

– Key supplier agreements regularly retendered to

achieve optimal value.

– Labour efficiency improvements through initiatives

such as Lean Principles.

– Salaries and benefits are regularly benchmarked.

– Reduced reliance on direct energy consumption through

installation of solar panels and other energy saving

measures.

4. Dependence on key suppliers

We source materials and components from many suppliers in various

locations and in some instances are more dependent on a limited

number of suppliers for particular items.

If any of these suppliers or subcontractors fail to meet the Group’s

requirements, we may not have readily available alternatives,

thereby impacting our ability to provide an appropriate level of

customer service.

The risk is increased and exacerbated by the reliance on several key

single source suppliers including for wireless transmission modules

and glass panels for SmallHD.

The risk is further exacerbated by geopolitical tensions and increased

trade barriers and tariffs.

– Where possible, dual sourcing is in place for all

materials and components, using suppliers in different

territories.

– Monitoring of service levels against pre-defined Key

Performance Indicators (“KPIs”). Strong relationships

are maintained.

– In-sourcing opportunities have been identified to

improve margins and reduce key supplier dependencies.

– Maintenance of buffer stock for the most significant

dependencies, to mitigate the impact of supply chain

issues.

– Formalised sales and operations planning in pace,

which enables us to anticipate requirements for raw

materials and other components.

– Business interruption insurance (within deductible

limits) provides coverage for named key suppliers.

5. Dependence on key customers

While the Group has a wide customer base, the loss of a key

customer, or a significant worsening in their success or financial

performance, could result in a material impact on the Group’s results.

Videndum’s largest customer accounted for more than 10% of the

Group’s total turnover in 2024.

The business also works with a variety of customers on large sporting

events and the extent of these activities varies year-on-year.

– Development of strong relationships and dedicated

account management teams for key accounts.

– Strict monitoring of receivable balances. Credit

insurance schemes in place covering approximately

50% of total trade debtor balance.

– Continued focus on multiple channels of distribution.

The Group has already agreed its participation in large

projects for the next two years including the 2026

Winter Olympics and the 2026 FIFA World Cup.

6. People

* Our core competencies as outlined in our strategic review on page 6 are: 1. Technology leadership; 2. Worldwide channel strength; 3. Sourcing and manufacturing excellence;

4. Operational efficiency

Videndum plc

Annual Report and Accounts 2024

Principal risks and uncertainties continued

Principal risk Mitigation Strategic priority*

“People” risk is higher due to the increased pressure linked to

restructuring initiatives and measures to contain costs given

pressures on the business, including short time working. This may

affect morale and lead to greater employee turnover.

Headcount freezes place higher demands on existing employees

which, alongside salary increases being frozen and bonuses not

having been paid this year, may lead to increased dissatisfaction.

This risk also incorporates employee health and safety and risks

affecting employee wellbeing.

– Increased change management activities and employee

engagement are implemented as part of the

restructuring programmes.

– Attrition rates are carefully monitored throughout this

transition period. No major concerns noted at this

point.

– Employees’ health and safety is taken very seriously

and risks and issues are carefully monitored.

– Employees are rewarded fairly with competitive

remuneration packages. The Group is currently working

to harmonise and improve consistency of remuneration

and benefits across the Group.

7. Laws and regulations

We are subject to a comprehensive range of legal obligations in all

countries in which we operate.

As a result, we are exposed to many forms of legal risk. These include,

without limitation, regulations relating to government contracting

rules, sanctions regimes, environment and climate change, taxation,

data protection regimes, anti-bribery provisions, competition, and

health and safety laws in numerous jurisdictions around the world.

Failure to comply with such laws could significantly damage the

Group’s reputation and could expose Videndum to fines and

penalties.

– Dedicated legal and regulatory compliance resources

supported by external advice where necessary.

– Monitoring of developments in the regulatory

environment in which our companies operate, including

the effect of tax changes.

– We enhance our controls, processes and employee

knowledge to maintain good governance and to comply

with laws and regulations. Our Code of Conduct sets

out the standards expected of Videndum and our

employees.

– Intellectual Property is actively protected, and

Videndum seeks to enforce its intellectual property

rights.

– A compliance search engine is used to monitor and vet

third parties, including for possible issues relating to

sanctions regimes.

8. Reputation of the Group

Damage to our reputation and our brand names can arise from a

range of events such as poor product performance, unsatisfactory

customer service, and other events either within or outside our

control.

We are mindful of the increasing levels of regulatory and stakeholder

scrutiny of companies’ affairs, coupled with the widespread impact

of social media.

The societal impact of our brands and the sustainability of our

operations are increasingly important to consumers of Videndum

products and our investor community.

– Strong standards of product quality and customer

service are enforced.

– Business is managed in a safe and professional way, in

accordance with our corporate values.

– All employees and stakeholders are expected to abide

by Videndum’s Code of Conduct which was relaunched

in early 2024 with additional training provided.

– A whistleblowing facility is in place for employees to

escalate any concerns.

– Third party due diligence framework includes

compliance searches and inspections, and

consideration of reputational issues.

9. Business continuity including cyber security

Strategic Report Corporate Governance Financial Statements

Key Increased Stable Reduced

Principal risk Mitigation Strategic priority*

There are risks relating to business continuity resulting from specific

events such as natural disasters including earthquakes, floods, fires,

or pandemic flu, and climate change induced disasters.

These may impact our manufacturing plants or supply chain,

particularly where these account for a significant amount of our

trading activity.

We are also dependent on our IT platforms continuing to work

effectively to support our business and therefore there is a cyber

security risk for the Group.

Cyber risk more broadly remains a major concern in view of the high

number of cyber security breaches affecting the corporate sector,

and new/emerging threats such as Deepfake.

– Business Continuity Plans and Disaster Recovery plans

are mandated for key sites and systems.

– Global insurance in place which provide cover for

certain business interruption events. Coverage is

re-viewed annually to determine whether adjustments

are needed. We have increased the indemnity period to

18 months for several sites.

– Significant investments made in implementing new

security tools and processes. Ongoing integration of IT

infrastructure and systems will strengthen security in

the long-run.

– An online cyber awareness training programme is in

place. This includes a phishing simulation.

10. Climate change

We understand the serious nature of the challenges relating to

climate change and the implications this may have on our operations

and business model.

We consider the physical risks to people, assets and supply

operations based on a projected increase in the frequency of natural

disasters caused by climate change, and the impact of gradual

changes such as increasing temperature.

Additional resource is needed to manage this issue and meet

additional reporting requirements.

Additional costs may arise, with regards to: property and business

continuity insurance; carbon tax; and meeting product regulation.

– A climate change risk management framework has

been established, in compliance with reporting

requirements including CFD.

– The Group continues to reduce reported emissions for

scopes 1, 2 and 3.

– Several energy savings initiatives have been

implemented such as solar roof panels at the main

manufacturing sites, conversion of lighting to LED

lighting, Electric vehicles, etc.

– Other initiatives in place to maximise efficiency and

reduce the environmental footprint of the Group.

11. Restructuring and disposals

The risk relating to “restructuring and disposals” continues to be high

given that the Group is in the process of executing several important

restructuring activities including a consolidation of manufacturing

activities and centralisation of certain key functions.

There is a risk that such restructuring initiatives do not achieve the

desired benefits, soon enough, or have adverse impacts such as

disruption to the operations.

– The restructuring roadmap, objectives and financial

savings have been defined with progress actively

tracked.

– The status of all restructuring projects is carefully

managed and regularly reported to the Executive

Committee and the Board.

– The main projects are underpinned by robust project

management principles.

12. Acquisitions

The risk impact is currently low due to lack of availability of funds. – Not applicable.

* Our core competencies as outlined in our strategic review on page 6 are: 1. Technology leadership; 2. Worldwide channel strength; 3. Sourcing and manufacturing excellence;

4. Operational efficiency

Videndum plc

Annual Report and Accounts 2024

Our stakeholders

Videndum’s stakeholders are important and

understanding their needs and listening to their

views are crucial to Videndum’s strategic planning

and operational delivery. Our key stakeholders

are set out below:

Customers Suppliers Employees

Our success is dependent

on our ability to understand

and respond to our customers’

needs. They include

broadcasters, film studios,

photographers, ICCs, vloggers,

influencers, professional sound

crews and enterprises.

We have a large number

of suppliers globally, as the

majority of our operations are

relatively low-volume, small

batch processes. We source

materials from suppliers close

to our manufacturing facilities

where possible.

Our employees are the best in

the sector, our single greatest

asset and critical to our

success. We aim to offer

a safe, inclusive and engaging

work environment.

2024 outcomes

– 2024 continued to be challenging

for Videndum.

– Our main customers and end users were

impacted by the continued challenges

from 2023.

– We kept in close contact with key

customers and continued to collaborate

with end users to develop new products

to meet their needs.

2024 outcomes

– 2024 saw further pressure on our supply

chains due to macroeconomic headwinds,

however our businesses managed this via

solid working relationships with key suppliers.

– Videndum continues to develop a Group-wide

methodology for evaluating suppliers as part

of our ESG programme.

2024 outcomes

– Due to the strikes and the challenging

market conditions, the business is

undergoing significant restructuring

and changes to its operating model.

– We kept our employees informed via Town

Hall and team meetings and internal emails.

– All permanent employees were offered

an opportunity to join the Videndum

Sharesave Scheme in May 2024.

– In 2024 we relaunched our Code of

Conduct to all employees with online

training to support their understanding

of the detail of the Code of Conduct.

Our Section 172 statement, which sets out

how the Board takes stakeholder interests

into account when making decisions,

can be found on page 55

Chairman’s review on page 8

Employee engagement on page 27

Diversity information on page 27

Health and safety at Videndum on page 27

Whistleblowing service on page 28

Responsible business from page 26

Strategic Report Corporate Governance Financial Statements

Communities Shareholders

We have a number of

manufacturing and office

facilities around the world.

We aim to support the

communities we work in,

limiting any negative impact

on the environment and

protecting natural resources

to create long-term

sustainability for the business.

Videndum maintains open

and regular contact with our

shareholders. Shareholders

play an important role in

helping to shape our strategy

and monitor governance.

2024 outcomes

– ESG Committee oversees our Environmental,

Social and Governance programme.

– By implementing smarter ways of working

and investing in infrastructure, we have

already achieved a c.60% reduction (market

based approach) across the Group’s Scope 1

and 2 emissions since 2019 (excluding the

impact of newly acquired businesses). Our

formal baseline for measuring Scope 1, 2 and

3 emissions is 2021 when the methodology

was fully rolled out. We have reviewed

progress against 2019 in order to analyse

year-on-year trends, although 2019 is

not technically the baseline year.

– In 2024, our key focus areas included

energy reduction pathways, enhanced

tracking of waste, and the development

of new/sustainable products.

2024 outcomes

– Proactive engagement with investors

and analysts.

– Regular updates given to the market

on business performance.

– Annual Report, results presentations,

investor roadshows and meetings held

virtually or in person.

– Annual General Meeting held in June 2024.

More information on our community

and environmental initiatives can

be found in the Responsible business

report from page 26

Further information on page 56

Videndum plc

Annual Report and Accounts 2024

Responsible business

Contents

Our people 27

Environment 27

Responsible practices 28

Task Force on Climate-related

Financial Disclosures Report (“TCFD”) 30

Non-Financial and Sustainability

Information Statement 45

Our ESG strategy and commitment

We are a small company with a global footprint and are

committed to working responsibly. Our ESG initiatives are

overseen by the Videndum plc Board with several ESG

teams in the business coordinating activities through an

ESG Committee. Our focus is on four areas – our people,

the environment, responsible business practices and giving

back. Given the financial challenges faced in 2024, we had

to adapt our ESG programme to fit into the financial

constraints faced. The following is an overview of each

of these areas.

Read more online at

videndum.com/responsibility

Financial StatementsCorporate GovernanceStrategic Report

Overview

We are committed to building a diverse and

talented workforce, providing equal opportunities

that attract, develop and retain skilled individuals.

Employee engagement

We actively engage employees through regular

virtual and in-person meetings led by Divisional

CEOs, with senior leadership also participating.

In 2024, Non-Executive Director Caroline

Thomson held an engagement session with our

Creative Solutions Division. Employees are also

kept informed via newsletters, email updates,

and Town Hall meetings throughout the year.

Employee wellbeing

The wellbeing of our employees is an important

area of focus. Initiatives focusing on healthcare,

the working environment, employee benefits and

training are in place.

Learning and development

Our commitment to investing in our employees’

growth remains despite the market challenges in

2024. Videndum provides career development

opportunities aligned with individual and

organisational needs, integrating them with

performance reviews to support growth.

Diversity and inclusion

Our Diversity and Inclusion (“D&I”) Strategy

is built on clear, actionable goals to create

meaningful change. Our policy is displayed on

our website, demonstrating our commitment.

Our Code of Conduct reinforces our strategy,

prohibiting any form of discrimination.

Gender diversity

The Board continues to monitor progress on

equality and the Group’s gender breakdown at

the end of 2024 can be seen in the table below.

Female Male

% %

Group Board of Directors 3 50% 3 50%

Executive Committee 1 17% 5 83%

Senior Leadership Team 2 11% 17 89%

Rest of Organisation 434 29% 1048 71%

Health and safety

The Group adheres to rigorous health and safety

standards across all our sites, creating a safe

and healthy working environment for all our

employees. Our Health and Safety policy is

readily accessible on our website, reflecting our

commitment to transparency and accountability.

Videndum prioritises ongoing training for all staff,

tailored to the specific safety requirements of

their roles and remains committed to continuing

this trend and creating an ongoing safe

workspace for our employees.

Our people

Read more online at

videndum.com/responsibility

Overview

At Videndum, we are working to minimise our impact on the environment and safeguarding

natural resources, ensuring long-term sustainability for our business.

Our targets

Table 1: The Group’s 2024 Environmental targets and progress

Targets Progress in 2024

Reduce carbon emissionsVidendum aims to annually reduce scope 1, 2 and 3 emissions across

operations and our value chain. Please see page 40 of the report

for more information on the Group’s emissions reduction progress.

Reduce packaging and

waste

Media Solutions:

– 4.5% of the total Media Solutions waste generated goes to waste-

to-energy, with 0% going to landfill.

– 50% of Media Solutions’ main plastic packaging comes from

recycled materials. Internally, Media Solutions is redesigning

its packaging to eliminate plastics wherever possible and working

closely with suppliers for further improvements in sourcing

sustainable packaging materials.

– 80% of Media Solutions’ main paper and cardboard packaging has

been replaced by sustainable, Forest Stewardship Council (“FSC”)

certified cardboard.

Creative Solutions:

– Achieved the single use plastic target of 50% reduction by the

end of 2024; a 65% reduction year-on-year has occurred.

– 55% of Creative Solutions cardboard is FSC.

Production Solutions:

– FSC cardboard is now used at the Bury St Edmunds site.

– The newly acquired cardboard supplier at our Cartago site has plans

to be FSC certified in 2025.

Embed sustainability

into our product life cycle

– Videndum continues to work to embed sustainability into new

product development and is undertaking Product Lifecycle

Assessments (“PLCA”) where appropriate and feasible.

– Media Solutions conducted a PLCA to determine the environmental

impact of three products (two photo tripods and one microphone).

– The Anton Bauer Sharkfin PLCA project was completed at the

end of 2024. During 2025 the New Product Introduction (“NPI”)

process will include PLCA criteria in the decision making of each

stage of the development process.

Carbon emissions

As a business, Videndum is dedicated to

reducing our environmental impact through

reducing the carbon emissions associated

with our direct operations.

Water stewardship

Videndum recognises the importance of water

as a natural resource and understands that

our operations impact this. Therefore,

Videndum is committed to actively

contributing to its conservation. While our

water use is relatively low — primarily for

domestic use — our Divisions are committed

to minimising consumption where feasible.

Environment

Annual Report and Accounts 2024

Videndum plc

Responsible practices

risk, sanctions, politically exposed persons

and adverse media reports. Employees

involved in partner selection are trained

to use this system before engaging with

any new third party. At least annually,

updates on anti-bribery measures are

provided to both the Board and the Audit

Committee to ensure compliance.

Sustainable procurement

Videndum takes ethical procurement seriously

and uses NAVEX RiskRate to screen new

suppliers and conduct ongoing audits of

existing partners. Our procurement process

integrates environmental and ethical

considerations at every stage. Standard

questionnaires have been developed to assess

suppliers, and a detailed site inspection

is mandatory for critical partners. These

audits review both operational efficiency

and responsible supply chain practices. Any

failure to meet our vetting criteria results

in the termination of the partnership.

Whistleblowing service

In pursuit of high standards of transparency

and integrity, Videndum provides an independent

whistleblowing service, in collaboration with

NAVEX, that allows employees and third

parties to report any suspected misconduct

confidentially. To achieve this, all reports

are forwarded directly to the Chairman, the

Group Company Secretary, the HR Director,

and the Chair of the Audit Committee. Each

investigation is carried out independently

by senior management uninvolved with the

reported matter, ensuring a fair and impartial

process. Videndum protects anyone who

raises concerns in good faith from retaliation.

Conflicts of interest

The Group take conflicts of interest seriously,

and our Conflicts of Interest Policy outlines

the processes for reporting and managing

any potential conflicts. Central to this policy

is our register, which documents all declared

conflicts of interest. Each Director is required

to disclose any conflict of interest that arises

in connection with their duties. The Company’s

Articles of Association provide a framework

for managing these conflicts, permitting the

Board to authorise a conflicted Director to

participate in discussions and decisions on the

matter once it has been declared. Videndum

confirms that no conflicts were reported

throughout 2024, reflecting our commitment

to transparency and ethical governance.

Workforce remuneration policies

Our remuneration policy ensures that

Videndum attracts, retains and motivates

top talent. Approved by shareholders and

overseen by the Remuneration Committee,

this policy aligns employee rewards

with strategic objectives and corporate

values. Further details are available in our

Remuneration report from page 69.

Political donations

Videndum made no political donations in the

year ended 31 December 2024. The Company’s

policy is not to make political donations.

Whilst we make no political donations, we

are seeking to renew an enabling resolution

to cover political donations at our 2025

AGM. This is to protect the Company and

Directors in the case of an inadvertent

political donation. Refer to the 2025 AGM

Notice of Meeting for further details.

Information systems and technology

At Videndum, our IT systems are critical

in supporting operational objectives while

safeguarding against cyber threats and

data breaches. To maintain these high

standards, our Interim Chief Financial

Officer oversees the governance of all

IT functions, ensuring they are aligned

with both business needs and security

protocols. Our IT policy outlines employee,

contractor and third-party expectations

when accessing and using the Group’s

systems. It provides essential guidelines

on data confidentiality, General Data

Protection Regulation (“GDPR”) compliance,

cyber security, and the appropriate

use of technology. Videndum conducts

regular vulnerability assessments and

penetration tests with specialist providers,

implementing key controls such as patch

management, multi-factor authentication,

and user access controls to mitigate risks.

The Board and Audit Committee are also

regularly updated on emerging cyber

threats and protective measures. The

Group has moved to standard certification

and accreditation, using the government-

backed Cyber Essentials framework and

will work towards the IASME certification.

Overview

Cultivating an ethical business environment

is fundamental at Videndum. All employees

must understand our expectations of their

conduct and follow our workforce policies.

Our values, integrity and purpose drive

our business values and decisions, ensuring

that the impact on all our stakeholders

is considered. Integrity is central to

Videndum’s identity.

Policies, procedures and training

Videndum places great emphasis on

maintaining a responsible and ethical

workplace. The Board and Executive

Committee are closely involved in reviewing

and approving key policies that shape the

conduct and behaviour of our workforce.

To ensure these policies are effectively

understood and embedded, regular training

sessions are organised for employees and key

compliance policies are published on Divisional

intranets and the Group’s website, with

some included in the employee handbook.

Code of Conduct

Our Code of Conduct sets clear expectations

for employee behaviour, emphasising

integrity in anti-bribery and ethical decision-

making. The Code of Conduct is translated

into multiple languages to ensure global

accessibility and is supported by training

for all employees. Senior management

is required to complete an online training

module covering topics such as conflicts

of interest, share dealing, legal duties,

and reputational risks. To reinforce our

commitment, Videndum relaunched the

Code and its associated training modules

in early 2024 for all employees. Videndum

holds our business partners to the same high

standards, expecting them to adhere to the

principles outlined in our Code of Conduct.

Anti-bribery and corruption

Videndum operates with zero tolerance

towards bribery and corruption. The Group

understands that bribery and corruption is

illegal and negatively impacts the Company,

community, and environment. Our anti-

bribery and corruption policy is available

on our website. This policy clearly states

this commitment, with annual employee

training reinforcing this culture. To safeguard

against bribery and corruption, Videndum

screens all major third parties using third-

party software, NAVEX RiskRate. This

screening process covers over 1,100 entities

and evaluates factors such as reputational

Responsible business continued

Read more online at

videndum.com/responsibility

Financial StatementsCorporate GovernanceStrategic Report

Videndum plc

Annual Report and Accounts 2024

Responsible business continued

We aim to continuously improve our TCFD

reporting as guidance evolves and our

responsible business programme progresses.

We are committed to providing information

about climate-related risks and opportunities

relevant to our business. In 2024, Videndum

(“the Group”) was consistent with the

requirements of the Listing Rule (“LR”)

6.6.6R(8) by including climate-related

financial disclosures consistent with the

TCFD recommendations and recommended

disclosures. Videndum is producing this

statement to be consistent with the

mandatory climate-related financial

disclosure (“CFD”) requirements under the

Companies (Strategic Report) (Climate-

related Financial Disclosure) Regulations

2022. As a Main Market listed company

with more than 500 employees, Videndum

is captured by CFD regulations. We are

consistent with all 11 TCFD recommendations

and all eight CFD recommendations for 2024.

The Board has considered the TCFD additional

guidance (2021 TCFD Annex) in preparing

the disclosures.

Governance

We have a robust governance framework

designed to ensure the continued success

of our business while minimising risks to our

operations and supply chains. We have a

coordinated Group-wide approach to ESG,

focusing on the material issues affecting the

business and its stakeholders.

The Board provides oversight and has overall

responsibility for the Group’s ESG programme

and climate-related risks and opportunities.

The Board delegates authority for monitoring

and managing climate-related topics to the

ESG Committee, comprising senior executives

from across the Group. The ESG Working

Group meets bi-weekly and is facilitated by

our third-party ESG consultants, Inspired ESG,

to ensure TCFD and CFD consistency across

the Group. The Working Group’s progress

was reported to the ESG Committee at every

meeting in FY 2024, of which there were two.

The ESG Committee is responsible for

monitoring and managing climate-related

topics and driving ESG performance. The ESG

Committee provides climate data to our ESG

consultants, Inspired ESG, to identify the

climate-related risks and opportunities.

The ESG Divisional Leads are provided with

regular updates on climate-related matters

from the relevant departments, and this is

communicated in the ESG Working Group,

ensuring all climate-related risks are

monitored. The Head of Group Risk Assurance,

who has been delegated the responsibility

for identifying and assessing climate risks

and opportunities, attended all climate risk

management workshops in 2024, which were

supported by Inspired ESG. The Head of Group

Risk Assurance also leads the climate change

risk management and regularly reviews

mitigation plans on behalf of the ESG

Committee, providing updates at all ESG

Committee meetings. The Head of Group Risk

Assurance provides updates on TCFD, including

emissions by site, to the Audit Committee at

least once a year to track progress towards

achieving emission reduction targets. The

Board received training on climate-related

issues and ESG matters through updates from

ESG Committee meetings. This ensures that

the Board had oversight of climate change

throughout 2024 and remained informed

on the developing mitigation measures for

climate-related risks. Inspired ESG also

provided an overview of upcoming and existing

climate legislation, including the Corporate

Sustainability Reporting Directive (“CSRD”)

at each ESG Committee meeting in 2024. Key

ESG Committee discussion points, included

CSRD progress, a review of emission reduction

progress and the implementation and success

of energy efficiency initiatives. Such points

were distributed to the Board after each

ESG Committee meeting.

ESG and climate governance have been

integrated into the Group’s risk management

processes. The Board considers climate change

when reviewing and guiding business strategy,

for example, the Board incorporates the

financial planning of future compliance costs

relating to climate change into strategies

including costs of CSRD consistency and

the need to purchase Renewable Energy

Certificates (“RECs”) to help meet targets.

RECs were purchased for aspects of the

business, including SmallHD, Wooden Camera

and Creative Solutions Los Angeles sites.

In addition, to ensure the Board can effectively

guide the Group’s ESG targets, regular updates

on progress to achieve the emission reduction

targets are provided to the Board, at the ESG

Committee meetings. Inspired ESG supports

the Group in Scope 1, 2 and 3 emissions

calculations and advise on any changes to

targets where necessary.

The Audit Committee continues to review

financial and non-financial risks outlined in the

Group Risk Register, including climate change.

Although climate change is classified as a

principal risk, the impact is considered minimal

and manageable in the short to medium

term as we have integrated climate-related

mitigation measures to address climate-

related risks. The Head of Group Risk Assurance

provides updates on TCFD to the Audit

Committee at least once a year.

In 2024, we continued to develop our TCFD reporting, further embedding

the recommendations and latest guidance into our existing processes.

Task Force on Climate-related Financial Disclosures Report (“TCFD”)

Strategic Report Corporate Governance Financial Statements

We conducted the analysis using three

timeframes that align with the UK’s net zero

target by 2050:

– Short term (2024–2029) aligns with

the Group’s short-term financial planning

for 2025.

– Medium term (2030–2039) is consistent

with the Group’s net zero target by 2035.

– Long term (2040–2051) is consistent

with the UK Government’s net zero pledge

by 2050.

We work closely with Inspired ESG, to assess

the potential climate-related risks across all

sites and selected supply chain operations,

analysing the impact of both physical risks

(the physical impact of climate change),

which can be acute (event-driven) or chronic

(longer-shifts in climate patterns) and

transition risks (risks associated with the

transition to a decarbonised economy such

as the increased cost of raw materials and

energy, and increase in carbon pricing). See

page 44 for our risk-scoring methodology.

Since 2021, climate change has been

considered a principal risk for the business.

The aforementioned timeframes align with

the Group’s business and strategic planning

horizon. We modelled our climate scenarios

Table 1. Scenario warming pathways used in 2024.

using several established models, such as

the International Energy Agency’s World

Energy Models (“WEM”) and the Shared

Socioeconomic Pathways (“SSPs”). Climate

scenarios make projections on hypothetical

futures and come with a degree of

uncertainty, such as projected discrepancies

between potential and actual conditions.

Variables can be overestimated or

underestimated, leading to some unreliable

predictions. There have been no significant

changes in our methodology compared to

previous years, only updates to improve

accuracy for best practice reporting.

Climate scenario analysis: results

We identified 18 climate-related risks and

eight opportunities that could impact the

Group. Transition risks were analysed at the

Group level, and physical risks were assessed

at the site level. Tables 2 and 3 summarise

these risks, forming our climate change

principal risk and uncertainty classification.

These risks were considered to have the

greatest potential impact on the Group’s

financial performance, with a potential

financial impact of more than £1 million.

The potential financial impact for each risk

is shown in Tables 2 and 3, and the Group’s

opportunities are shown in Table 4.

Due to the expected increase in future

reporting obligations, transition risks were

identified as the most significant to the

Group. These risks are expected to grow

as the global economy decarbonises,

especially in scenarios below 2°C or 2–3°C,

with governments imposing stricter climate

reporting requirements and expanding carbon

pricing mechanisms. The maximum annuity

impact of climate change was included in

the Group’s long-term financial modelling

for cash-generating units (“CGUs”), showing

no material impact on available headroom.

The 2025 budget already accounts for

compliance and consultancy costs, such

as CSRD reporting. Cross-industry metrics,

including greenhouse gas (“GHG”) emissions,

risks, opportunities, and carbon pricing, were

used to estimate the financial impact of

climate-related factors, as per TCFD

guidance. Details are on pages 30 to 44.

We will continue to develop these metrics as

our climate reporting evolves. Transition risks

are most prevalent in the short to medium

term, under a 2ºC warming scenario. In

contrast, physical risks are expected to

significantly impact the business in the

long-term, across a more than 3ºC

warming scenario.

Scenarios warming pathways

Below 2ºC (“proactive”) scenario:

The proactive scenario is mapped in alignment

with the Paris Agreement and the UK’s net zero

target of 2050. International and national

governments are expected to systemically

implement strict environmental mandates, which

drive investment in low-carbon emissions to

promote innovative solutions to reducing

emissions. Markets are expected to shift to

low-carbon and sustainable alternatives,

increasing the need for such products. Videndum

is seeking to adapt to the potential climate risks

under this scenario through annual reviews of

climate-related risks and mitigations, and

fostering an innovative culture throughout the

Group. Capitalising on the identified

opportunities (Table 4) will further support a

transition to a low-carbon economy and build

operational resilience.

Between 2–3ºC (“reactive”) scenario:

Under the reactive scenario, government policies

are likely to be introduced in an uncoordinated

and staggered approach, leaving little time for

companies to comply. Global strategies and

agreements such as COP29 are likely to influence

decision-making. Funding for climate action is

likely to be delayed or minimal, promoting a lack

of incentive for companies to implement or invest

in low-emission technology. The impact of

physical risks is likely to be exacerbated as many

climate tipping points are exceeded, leading to an

unpredictable climate where businesses face

many climate-related disruptions across the

supply chain and operations. To enhance

resilience, Videndum will conduct annual reviews

to ensure mitigations remain appropriate,

continue to improve energy efficiency across the

portfolio and strengthen relations with

key stakeholders.

Above 3ºC (“inactive”) scenario:

The inactive scenario will likely occur under

a “business as usual” approach, where

governments fail to enact climate policy,

and organisations fail to reduce emissions. In this

scenario, few organisations are expected to set

net zero targets, resulting in little investment

into low-emission technology, hindering a smooth

transition. Most climate tipping points are

reached, creating a volatile climate with severe

physical risks. Significant operational disruption

is expected as supply chains collapse in some

regions. Videndum will prioritise climate

mitigations and adaptations to build resilience

under this scenario. This includes building and

reviewing contingency plans for disruptions and

working with suppliers to drive climate-resilient

strategies.

We have used a range of scenarios to assess the impact of climate change on our business,

including warming pathways as adopted by the Intergovernmental Panel of Climate

Change (“IPCC”).

Videndum plc

Annual Report and Accounts 2024

Videndum has an emission reduction

transition plan covering the short, medium

and long term. This plan will support the

Group in the transition to a low-carbon

economy, reducing emissions across

operations and the value chain to reach

the established net zero targets (Table 5).

The initiatives detailed in the plan have been

investigated and trialled where necessary and

will support the mitigation of the material

climate risks shown below. This transition

plan also allows for more accurate financial

planning for each emission reduction and

climate risk mitigation initiative, contributing

to the Group’s overall financial planning

process and creating value and climate

resilience over time.

The future impacts of climate change are

expected to impact the business. However,

with our annual assessment and risk

mitigations, the climate change impact

is considered minimal and manageable in

the short to medium term. Despite climate

change being a principal risk, no climate-

related material impacts were experienced

by the Group in 2024. We prioritise building

business resilience under each scenario to

promote business continuity, demonstrated

through annual reviews of our risk register

and developing mitigations for arising risks.

Risk description Timeline Financial impact

Magnitude

of impact Risk response

Policy and legal – Increased reporting

requirements due to climate change

in the <2°C and 2–3°C scenarios.

As the UK aims to be net zero by 2050, enhanced

regulation may be introduced over time to

encourage businesses to reduce energy usage

and emissions. Videndum has already seen an

increase in regulation in the UK, such as

Streamlined Energy and Carbon Reporting

(“SECR”) and TCFD. The EU’s CSRD will impact

the Group’s Media Solutions Division in 2025,

and reporting in 2026. There will be a financial

cost associated with achieving consistency.

The EU could also ban the use of climate claims

like “climate neutral” or “eco” based solely on

carbon removals and ban the use of green labels

that are not from an approved sustainability

scheme.

Increased regulation requirements will increase

third-party consultancy fees and the need for

internal resources. Failing to prepare or meet

the enhanced regulations may result in litigation

and reputational damage.

Short/Long

term

(2024–2051)

Expenditures/

Increased

operating costs

(higher

compliance costs).

Medium/High Videndum is exposed to a growing number of

legal and regulatory compliance requirements

and has developed a governance process

to ensure compliance. Videndum engages with

third-party specialists to support data capture

and reporting in line with requirements. Internal

resources have been allocated to support this.

The Group also has strong engagement with

suppliers to drive environmental leadership.

Videndum’s ESG Committee, supported by the

ESG Working Group, ensures Videndum is well

prepared for any new or upcoming climate

regulation. The Audit Committee regularly

assesses changes in the regulatory environment.

Related metrics and targets: Scope 1, 2 and 3

emissions, and net zero target.

Table 2: Climate-related transition risks that could have a greater potential impact on the

Group than other climate risks, and the mitigations.

Responsible business continued

TCFD continued

Strategic Report Corporate Governance Financial Statements

Risk description Timeline Financial impact

Magnitude

of impact Risk response

Policy and legal – Increase in carbon/GHG

pricing in the <2°C, 2–3°C and >3°C

scenarios.

Carbon pricing, or carbon taxing, would

put a price on Videndum’s direct emissions,

therefore increasing operational and compliance

spending. Carbon pricing is a variable cost that

will fluctuate with changes in emissions and

government mandates. Using projected carbon

tax values across each scenario, the cost could

be most significant for Videndum in the reactive

scenario in the long term. Carbon pricing

mechanisms may capture companies in

Videndum’s supply chain, with their increased

costs reflected in the price of commodities

produced by the Group.

The EU’s Carbon Border Adjustment Mechanism

(“CBAM”) will put a carbon price on

manufactured products imported from outside

the EU. Materials, such as aluminium and iron

will be captured in the definitive regime, which

will be mandatory in 2026 and could impact the

cost of materials Videndum imports. The UK is

planning to introduce a similar carbon border

taxation scheme that will likely be made

mandatory from 2027.

Short/Long

term (2024–

2051)

Expenditures

– Increased direct

costs.

Medium/High Videndum’s target is to be a net zero business by

2035 for Scope 1 and 2 and 2045 for Scope 3.

Videndum will reduce carbon emissions

year-on-year mitigating the risk of carbon

pricing. Videndum aims to monitor the impact of

carbon pricing on its business and update pricing

models with accurate Scope 1 and 2 carbon

emissions annually. Videndum is not currently

subject to a carbon tax.

Carbon emissions will likely decrease year-on-

year as Videndum works towards understanding

and reducing our carbon footprint.

Related metrics and targets: Scope 1 and 2

and reduction target.

Market – Increased costs of raw materials in

the <2°C, 2–3°C and >3°C scenarios.

As the push for net zero continues, there

becomes a greater emphasis on moving away

from fossil fuels. This could come in the form of

carbon taxation, sanctions or restrictive policies.

The unit cost of renewable electricity is more

constant than that of electricity from fossil fuel

sources, but it can be more expensive, resulting

in increased energy costs for Videndum.

Increased energy costs can also arise due to

more businesses competing for RECs and

Renewable Energy Guarantees of Origin

(“REGOs”).

High-impact materials captured under CBAM

will see an added carbon cost to account for

embedded emissions. High-impact products will

be forced to decarbonise. As a result, new

processes and technology may be introduced

increasing the cost of the raw material. Rising

costs of raw materials will increase Videndum’s

operational spend and may decrease

profitability. Material alternatives can be

sourced. However, they may not be suitable for

the Group.

Short/Long

term (2024–

2051)

Expenditures

– Increased

indirect

(operating) costs.

Medium Videndum aims to implement energy efficiency

technologies and renewable power generation to

reduce the impact of this risk on the Group (see

Table 10 for information on energy-efficiency

measures). These measures will likely reduce the

impact of rising energy costs.

Videndum’s close supplier relationships support

the monitoring of potential increases in costs of

raw materials.

Related metrics and targets: Scope 1, 2 and 3

emissions, and net zero target.

Videndum plc

Annual Report and Accounts 2024

Risk description Timeline Financial impact

Magnitude

of impact Risk response

Technology – Costs to transition to lower

emissions technology in the <2°C, 2–3°C and

>3°C scenarios.

To reach net zero Scope 1 and 2 by 2035,

Videndum must invest in technology to shift

away from fossil fuel use. Low-emission

technology can be more expensive compared

with traditional alternatives, resulting in high

capital costs. Payback periods for some

technologies can be years, which may affect

profit and loss forecasts. In addition, early

retirement of existing technology may be

required (write-off of existing assets).

Short / Long

term (2024–

2051)

Expenditures/

Increased capital

costs.

Medium/High Videndum has already invested a significant

amount of capital for energy efficiency

technologies across the Group, including LED

lighting and other energy management systems

(see Table 10 for information on energy-

efficiency measures). These investments will

support Videndum in achieving the net zero

target shown in our transition plan (Table 5). The

return on investment typically outweighs the

cost of investing in new low-emission

technology. Technology is introduced in a

staggered approach to spread costs across a

necessary period. Videndum is planning several

site rationalisations, which will deliver progress

on achieving our net zero target.

Related metrics and targets: Scope 1 and 2 and

Scope 3 emissions (Category 1 – Purchased

Goods and Services, Category 12 – Use of Sold

Products).

Table 3: Climate-related physical risks that could have a greater potential impact

on the business other than climate risks, and the mitigations.

Risk type Risk description Timeline Financial impact

Magnitude

of impact Risk response

Acute Heatwaves/extreme heat in the 2–3°C and

>3°C scenarios.

All Videndum sites will experience heatwaves

in the short to long term in the reactive and

inactive scenarios. Extreme heat/heatwaves

may adversely impact staff, causing a

decrease in productivity. Governments impose

restrictions on work in extreme heat,

especially for manual labour. To maintain

optimal temperatures for staff, there may be

an increased demand for cooling through

air-conditioning units, leading to an increase in

energy costs and Scope 1 and 2 emissions.

Certain construction materials and their

properties may change under extreme heat

conditions. Electrical efficiency also decreases

as temperature rises, resulting in an increased

demand for energy at potentially a higher

cost.

Short/Long

term

(2024

–2051)

Expenditures /

Increased direct

and indirect

costs.

Medium We continue implementing energy efficiency

initiatives (Table 10) and technology to reduce

reliance on energy supplied from the grid, such

as solar panels. Our facilities are modern

with appropriate air conditioning and working

practices to enable employees to work safely

during heatwaves and extreme heat.

Responsible business continued

TCFD continued

Strategic Report Corporate Governance Financial Statements

Risk type Risk description Timeline Financial impact

Magnitude

of impact Risk response

Acute Increased severity of flooding in the 2–3°C

and >3°C scenario.

Several Videndum sites have potential risk of

flooding in the event of sea levels rising and

localised flooding from rivers.

Flood events could lead to a closure of sites

and damage properties and equipment, which

will result in revenue loss. Building standards

such as Building Research Establishment

Environmental Assessment Method

(“BREEAM”) may be introduced to mitigate

flood risks, which will increase capital costs.

Indirect impacts of flooding could also impact

Videndum. Transport networks may be

impacted, preventing employees from

reaching the site, resulting in reduced revenue

as well as disruptions to supply chains.

Medium/

Long term

(2030–

2050)

Expenditures /

Increased direct

and indirect

costs.

Medium Across the Group, a number of sites have high

standard drainage systems, such as

soakaways which are well maintained and

serviced. The risk of flooding is monitored and

assessed across the Group, and for key

suppliers annually. However, no sites in

Videndum’s portfolio were flooded in 2024.

Related metrics and targets: Scope 1, 2

and 3 emissions.

Acute Increased frequency of wildfires

in the >3°C scenario.

Several sites have a moderate risk of being

impacted by wildfires, most importantly the

Irvine site in California. Wildfires can affect

commercial activity, for example the fires in

Los Angeles in early 2025 temporarily

disrupted the film industry.

While wildfires are not expected to have direct

impacts on all sites, their occurrence is

expected to increase across all territories.

Should a wildfire reach an operating site, it

can damage buildings, equipment and stock.

This will require capital spend to repair any

damage.

Insurance coverage may decrease for

sites known to be impacted by frequent

wildfires.

Transport networks such as roads and

railways around a site may be closed in

the event of a wildfire, leading to supply

disruptions and employees being unable

to reach sites.

Long term

(2040–2050

Expenditures /

Increased direct

and indirect

costs.

Medium No direct impacts from wildfires occurred in

2024. In January 2025, the LA wildfires

however impacted Hollywood productions and

indirectly impacted our businesses. Fire safety

measures are in place. Fire drills, assembly

points, and detection systems exist across the

Group. Evacuation routes are mapped along

with infrastructure for fire detection.

Business continuity plans are in place for key

sites.

Related metrics and targets: Scope 1, 2

and 3 emissions.

Chronic Sea level rise in the >3°C scenario.

Several Videndum sites have potential risk of

flooding in the event of sea levels rising and

localised flooding from rivers.

Sea level rise could directly impact operating

sites through flooding or subsidence. It could

lead to a closure of sites and damage to

properties, stock and machinery which will

result in a loss of revenue.

Sea level rise can also have indirect impacts ,

such as reduced insurance coverage, disrupted

transport networks and closure of seaports.

Long term

(2040

– 2051)

Expenditures /

Increased direct

and indirect

costs.

Medium Videndum engages with suppliers and

conducts analysis on the potential impact of

key suppliers annually. Annual climate scenario

analysis is also conducted on our operating

sites to monitor the potential impact. Where

possible, we can utilise dual sourcing as a

number of our suppliers operate in multiple

locations.

Related metrics and targets: Scope 1, 2

and 3 emissions.

Videndum plc

Annual Report and Accounts 2024

Table 4: Opportunities identified for 2024.

Opportunity description Timeline Impact

Resource efficiency – Use of energy-efficient technology in the <2°C and 2–3°C scenario.

While the technology may have a high capital cost, improved process efficiency, along with

reduced energy bills and operating costs will help offset the initial investment.

Related metrics and targets: Scope 1, 2 and 3 emissions.

Short /Medium

Term (2024–

2039)

Reduction in operating expenses

because of increased efficiency

(e.g., energy costs).

Energy source – Use and installation of low-emission energy technology in the

<2°C and 2–3°C scenarios.

Low-emission energy technology, such as installing additional solar panels, allows for further

electricity generation onsite and transition away from grid reliance, as well as reducing our

emissions. We will also monitor financing schemes and investment opportunities to help subsidise

the upfront costs of low-emission technology. There is potential for reputational benefits as well.

Related metrics and targets: Scope 1, 2 and 3 emissions.

Short /Medium

Term (2024–

2039)

Self-generated electricity can be

used in business operations and

excess sold to the grid, increasing

savings as the cost of energy is

reduced.

Products and services – New low-emission product and service lines in the <2°C and 2–3°C

scenarios.

Videndum has the opportunity to innovate and develop new low-emission products and services

which may improve its competitive position to capitalise on shifting consumer and producer

preferences. This relates mainly to opportunities to support customers in reducing their

emissions.

Related metrics and targets: Scope 1, 2 and 3 emissions.

Short /Medium

Term (2024–

2039)

New revenue streams.

Markets – New emerging low-emission markets in the <2°C and 2–3°C scenarios.

Videndum may be able to capitalise on new markets, should it proactively seek out opportunities

to diversify its activities to better position itself for the transition to a lower-carbon economy.

Opportunities exist for organisations to access new markets through collaborating with

small-scale local businesses and community groups in developed and developing countries as they

work to shift to a lower-carbon economy.

New opportunities can also be captured through green investment in low-emission technology

and infrastructure (e.g. low-emission energy production, energy efficiency, grid connectivity).

Related metrics and targets: Scope 1, 2 and 3 emissions.

Short /Medium

Term (2024–

2039)

New revenue streams.

Resilience – The business is well adapted and positioned to deal with climate change in the

<2°C and 2–3°C scenarios.

Videndum has an adaptive strategy to respond to climate change, better managing the

associated risks and seizing opportunities, including the ability to respond to transition risks and

physical risks. Videndum has already allocated capital to develop this strategy, such as installing

solar panels, engaging with a third-party ESG consultancy, and developing a net zero strategy.

To increase resilience, the Group has set environmental targets (see page 38). Progress towards

these targets will be reported on annually, demonstrating our commitment to reducing our

carbon footprint.

Related metrics and targets: Scope 1, 2 and 3 emissions.

Short /Medium

Term (2024–

2039)

Developing an adaptive strategy,

and capitalising on the identified

opportunities will promote new

revenue streams.

Resource efficiency – Opportunity to rationalise site portfolio in the <2°C and 2–3°C

scenarios.

Videndum is proactively reducing its property portfolio. This will not only support the journey to

reduce emissions but also reduce costs significantly. In recent years, several sites were disposed of

including Chatsworth, Stroud, Videndum Production Solutions France, New Zealand and Dallas. In

2025, we expect further site rationalisation.

Related metrics and targets: Scope 1, 2 and 3 emissions.

Short /Medium

Term (2024–

2039)

Developing an adaptive strategy

and capitalising on the identified

opportunities will reduce

operational costs.

Responsible business continued

TCFD continued

Strategic Report Corporate Governance Financial Statements

Opportunity description Timeline Impact

Resource efficiency – Digital carbon footprint reductions in the <2°C and 2–3°C scenarios.

Our Media Solutions Division uses the 5S approach to optimise workplace organisation and data

efficiency. The 5S’s are sort, straighten, shine, standardise, and sustain. This includes eliminating

unnecessary items and establishing consistent practices, which can reduce data storage costs.

Our Production Solutions Division is also adopting this approach.

Related metrics and targets: Scope 1, 2 and 3 emissions.

Short /Medium

Term (2024–

2039)

Reduced data storage costs.

Markets – Access to green finance in the <2°C and 2–3°C scenarios.

Possible access to finance for certain green initiatives, such as the Salt-E Dog battery, which

uniquely uses 100% recyclable sodium cells, which have a lower Global Warming Potential

than lithium-based counterparts. This will be monitored going forward to capitalise on

opportunities where possible.

Related metrics and targets: Scope 1, 2 and 3 emissions.

Short /Medium

Term (2024–

2039)

Cheaper financing.

Climate risk management

We have a well-developed process and

framework for identifying, assessing and

managing our climate-related risks and

capitalising on opportunities where possible,

for which the Board has ultimate

responsibility. We followed four

interconnected steps:

Step 1 – Identification – This is our fourth

year identifying the climate-related risks and

opportunities that may potentially impact

Videndum. The Head of Group Risk Assurance,

in partnership with Inspired ESG, identify the

climate-related risks and opportunities for all

our sites and our top 49 suppliers. Analysing

the potential impact of a number of physical

risks, such as flooding, on our supplier

locations and supply routes, allows us to

forecast potential disruptions to our supply

chain. In July 2024, supported by Inspired ESG,

we held a climate risk workshop which covered

transition risks at a Group level. In September

2024, we held three additional climate risk

workshops on the physical risks for each of

our Divisions at a site level. Conducting these

workshops allows us to identify any new risks

and opportunities for the business and

understand if those previously identified

are still relevant. In total, 18 climate-related

risks and eight opportunities were identified

in 2024.

Step 2 – Assessment – At the climate risk

workshops, stakeholders assessed the

potential likelihood and impact of each

climate risk across three global warming

pathways and three different timeframes

(see page 31 for more information). This

allowed us to identify which transition and

physical risks and opportunities were most

material to the Group (see Tables 2, 3 and 4).

Members of the ESG Committee continuously

monitor emerging and changing climate-

related regulatory requirements, which are

reviewed at least annually with Inspired ESG.

Stakeholders who attended the workshops

include the Head of Group Risk Assurance and

the ESG Coordinators for each Division. The

Head of Group Risk Assurance finalised the

impact scores for each climate-related risks

based on these workshops, considering the

potential financial impact. Risks were scored

according to the Group’s Risk Register

methodology for impact:

– Low (Moderate): Risks with a potential

financial impact lower than £1 million.

– Medium (Major): Risks with a potential

financial impact between £1 million and

£5 million.

– High (Critical): Risks with a potential

financial impact greater than £5 million.

Existing mitigation measures were considered

as part of the risk assessment process (net

risk). Risks scored as medium or high for

impact were considered material (Tables 2

and 3) and will have mitigation measures

prioritised. Risks that were not deemed to be

material will be monitored and transferred for

re-evaluation in 2025 to understand whether

additional mitigation measures are needed.

Step 3 – Appraisal – We continue to

appraise our risk management options,

ensuring the response remains relevant

and most effective. In 2024, we assessed

the effectiveness of existing risk mitigation

options and discussed plans for developing

and implementing future measures. Where

necessary, we also investigated potential

options to manage the impact of risks

and opportunities within our supply chain,

including further supplier engagement

and monitoring.

Step 4 – Management – Finally, in 2024,

following the climate risk workshops, the

stakeholders who attended, discussed the

management strategies for each risk,

ensuring effective frameworks and actions

were in place for all risks and opportunities.

Controls were implemented to prevent, reduce

or mitigate risks or increase the likelihood of

opportunities (Tables 2, 3 and 4). For example,

Videndum has already invested significant

capital expenditures for energy efficiency

technology across the Group, including LED

lighting and other energy management

systems (Table 10). The Head of Group Risk

Assurance and Inspired ESG ensures the

Board is updated on key developments

throughout the year, such as at the two ESG

Committee meetings held in 2024. Discussions

focused on existing emissions and waste

reduction targets, as well as updates on

emerging legislation that will impact the

Group, such as CSRD. We recognise that

residual risks will remain and will communicate

this across the Group as appropriate. Our

management teams and the Head of Group

Risk Assurance will annually review climate

risk exposure against business risk level

tolerances. Climate-related risk identification

and management processes are integrated

into the Group’s general risk management

process, with climate change identified as

a principal risk. The Group’s climate-related

strategy is developed annually based on the

material climate-related risks identified and

the implementation of additional mitigation

measures where necessary. Increasing

legislation, such as CSRD, is a prime example

of a climate risk being strategically important

for the business. Throughout this process,

Videndum has evaluated the current resilience

of our business model and strategy under

each climate scenario and timeframe,

assessing the potential impacts and deemed

that they are resilient to the three climate

scenarios. We will review this annually to

ensure that our resilience is maintained.

Videndum is currently monitoring the latest

CSRD omnibus changes to determine if our

Media Solutions Division will still be captured

under these regulations.

Videndum plc

Annual Report and Accounts 2024

Responsible business continued

Metrics and targets

In 2024, we continued to make progress on our

journey to net zero (minimum 90% absolute

reduction, with residual emissions neutralised

using permanent carbon removals) for Scope 1

and 2 by 2035 and Scope 3 by 2045, from

a 2021 baseline year. The 2035 targets for

Scope 1 and 2 differ from the 2045 objectives

for Scope 3, due to the complexities

associated with data collection and mitigating

emissions beyond direct operational control.

We have set several ambitious targets to

manage and mitigate the climate-related

risks described in Tables 2 and 3, and to reduce

our impact on the environment. Videndum’s

other environmental indicators, such as energy

efficiency measures (Table 10), waste

reduction, product sustainability and supply

chain integrity, contribute towards mitigating

some transition and physical risks and

capitalise on the potential opportunities

in substituting products to lower-emission

alternatives. We use a wide variety of metrics

to measure climate-related impacts. These

metrics consist of Videndum’s greenhouse gas

inventory, including the Group’s Scope 1, 2

and 3 carbon emissions and our emissions

reduction pathway, aligned with the Paris

Agreement 1.5°C warming scenario. No

third-party verification has been provided

for emissions calculations.

Table 5: Videndum’s transition plan – a roadmap to net zero.

Scope Area

Short term

(up to 2025) Medium term (2025–2035) Long term

2024 2025 2027 2030 2035 2045

Scope 1 and 2Near-term

target

38% reduction

since 2021 using

the market-based

approach to

measuring

emissions from

electricity. Not

achieved. Further

reductions are

expected in 2025

to help achieve a

42% reduction by

the end of 2025.

42% reduction

since 2021 using

the market-based

approach to

measuring

emissions from

electricity.

We expect that

emissions will be

further reduced

through gas

substitution

measures that are

at an evaluation

stage.

50% absolute

reduction from 2021.

60% absolute

reduction from

2021.

90% absolute

reduction from

2021. Neutralise

residual emissions

through

permanent carbon

removals.

Key actions Improve energy efficiency of electricity and gas – measurable actions have been identified to further reduce

emissions for Scope 1 and 2. This includes: further solar panel projects (Feltre, Italy); increased LED lighting coverage;

investment in more energy-efficient machinery; site rationalisation and continued conversion of company cars to

electric or hybrid as and when leases expire. We are working to ensure that all electricity contracts are based on

renewable energy so as to reduce Scope 2 emissions under the market-based method.

Electricity Second

installation of

solar panels

at Feltre, Italy.

LED system

implemented

in Phoenix, US.

Reduction in the

size of the

property portfolio

(under-utilised

sites) will reduce

annual emissions

by at least 500

tCO

e per annum

against the

2021 baseline.

TCFD continued

Strategic Report Corporate Governance Financial Statements

Scope Area

Short term

(up to 2025) Medium term (2025–2035) Long term

2024 2025 2027 2030 2035 2045

Natural gas

and other fuels

Evaluate the

investment

required to

convert heating

systems to air

source pumps.

Evaluate the cost

of substituting

gas used by paint

shops. Initial

costs and

feasibility studies

have been

completed.

Convert 100% of

company cars to

electric or hybrid,

when leases expire.

Implement heat

recovery systems

for all Media

Solutions

manufacturing sites

and replace all paint

ovens with electric

alternatives.

Net zero target 2035

Scope 3Near-term

target

Identify the

percentage of

Group suppliers

that have provided

emissions data.

58.8% absolute

reduction in

Purchased Goods

and Services

Emissions by 2034,

from 2021.

90% reduction

Key actions Implement measures to reduce Scope 3 emissions from business travel, supply chain, transportation

of goods and employee commute. This includes:

– Conduct PLCAs (cradle to grave) for key product lines.

– Work with our top five biggest suppliers by revenue to request supplier-specific data on products

by 2025.

– Insource production to our energy-efficient manufacturing processes to reduce the emissions

associated with bought-in finished goods.

– Expand the use of carpooling.

– Monitor flights for business, encourage alternative forms of travel (e.g. rail) where possible.

Net zero target 2045

– 90% absolute reduction from 2021.

– Neutralise residual emissions through permanent carbon removals.

Videndum plc

Annual Report and Accounts 2024

Responsible business continued

Reducing our greenhouse gas emissions

We understand that data quality and

improvements are an important part of

reducing our emissions footprint. In 2024,

we expanded the ESG Supplier Questionnaire,

with our Videndum Creative Solutions Division

engaging with an additional ten suppliers

based on spend, covering topics such as

carbon emissions, energy usage, reduction

targets and wider ESG programmes. Media

Solutions has incorporated ESG as one of

the criteria in our vendor rating system, and

in 2024, as a result of closely working with

suppliers on ESG topics, six have now obtained

the Global Recycled Standard certificate, and

four have achieved ISO 14001 Environmental

Management Standard certification. We will

use the information from suppliers to improve

the accuracy of our Scope 3 Category 1:

Purchased Goods and Services and Category

2: Capital Goods data. We deem this approach

to be effective and will widen the scope of

this approach over time. In 2024, we worked

with Inspired ESG to further refine our data

collection methods across the Group and

make appropriate restatements, where

required. Under the GHG Protocol, there are

15 Scope 3 reporting categories, of which 11

apply to Videndum. The following categories

do not apply: upstream leased assets

(Category 8), selling goods which require

further processing (Category 10), franchises

(Category 14), and any significant applicable

investments (Category 15). Annually, we

aim to introduce measures to improve the

accuracy of our data collection. We will

continue to utilise the GHG Protocol in all

our emissions calculations.

In 2023, we set a goal of reducing our

year-on-year Scope 1 and 2 (market-based

emissions) by 38.0% compared to the 2021

baseline. While we have achieved a reduction

of over 17.5%, we did not meet the overall

goal. However, this has helped get the Group

back on track to meet its 2035 net zero target.

To meet this target, an annual reduction

of 8.0% is required, from 2024 up to and

including 2035. One of the key measures

of reducing our Scope 2 emissions is

incorporating renewable energy contracts.

As some renewable energy contracts were

implemented later than expected, we expect

further reductions in 2025 from our already

completed actions. To sit alongside the

renewable energy contracts, we are

constantly looking to reduce overall energy

consumption from the grid. This has been

showcased in the 89.2% increase in onsite

renewable energy production from 2023 to

2024. 2025 will also see rationalisation of sites

to ensure existing spaces are being used as

efficiently as possible. Previously, the Group

had planned to be carbon neutral (offsetting

total Scope 1 and 2 emissions, without a

minimum reduction requirement) by 2025.

Due to current business conditions, we are

focusing our financial resources on actual

decarbonisation efforts towards achieving our

net zero target. Therefore, Videndum will not

be looking to achieve a carbon neutral status,

instead net zero Scope 1 and 2 by 2035, will

be the primary focus.

For Scope 3, we aim to reduce our Purchased

Goods and Services emissions by 58.8% by

2034. The Group is well on track to meet this

target, having achieved a 52.7% reduction to

date. The reduction in Scope 3 emissions has

largely been driven by a decrease in spend on

Goods and Services. Beyond the near-term

target, it is important to continually work

towards additional reductions. In 2024, a

continued focus was placed on both Upstream

and Downstream transportation and

distribution. Each business within the Group

is making annual improvements to data

quality to enable informed decision-making

geared towards efficiencies and emission

reductions. Our progress in all Scopes is

demonstrated in Table 6.

Table 6: Group emissions from 2021 to 2024 and emission reduction targets.

Emissions Scope

2024 Gross

emissions

(tCO

2023 Gross

emissions

(tCO

2022 Gross

emissions

(tCO

2021 Gross

emissions

(tCO

Interim

target

Net zero

target year Progress to meet target

Scope 1 1,068 1,155 1,336 1,231 50% reduction

by 2030.

2035 16% reduction

from 2021 to 2024.

Scope 2 (Market-

based)

748 1,064 1,304 971 2035

Scope 3 84,931 103,147 176,299 164,737 58.8% absolute

reduction in purchased

goods and services by

2034, from 2021.

2045 We have reduced our Scope 3

emissions by 48.4% from a 2021

baseline. Purchased Goods and

Services have reduced by 52.7%.

Total 86,747 105,366 178,939 166,939 – – We have reduced our total

footprint by 48.4% since our

2021 baseline assessment,

showcasing the positive steps

we have taken to achieve net

zero by 2045.

1 All previous year’s Scope 3 emissions figures have been restated in 2024. This is a result of the Department for Environment, Food & Rural Affairs (UK) restating conversion factors. Additional

restatements have occurred as improved data quality has been achieved to ensure methodologies align across all years. The decrease in Scope 2 emissions using a market-based approach is due

to energy saving measures. In addition, the Group enters renewable energy electricity contracts where available. Scope 3 has significantly reduced in 2024 mainly as a result of reduced business

activity.

TCFD continued

Strategic Report Corporate Governance Financial Statements

Streamlined Energy and Carbon Reporting

This section summarises the energy usage, associated emissions, energy efficiency actions and energy performance for the Group, under the

government policy Streamlined Energy and Carbon Reporting (SECR), as implemented by the Companies (Directors’ Report) and Limited Liability

Partnerships (Energy and Carbon Report) Regulations 2018. Carbon emissions are categorised as follows:

Scope 1: Consumption and emissions related to direct combustion of natural gas, fuels utilised for transportation operations, such as company

vehicle fleets, refrigerant gases, and any other fuels.

Scope 2: Consumption and emissions from indirect emissions, relating to the consumption of purchased electricity, heat, and steam in daily

business operations.

Scope 3: Energy and emissions from business travel conducted in vehicles not owned or operated by the business, otherwise known as grey

fleet mileage.

Table 7: Total consumption (kWh) figures for energy supplies reportable by the Group.

UK (kWh)

2024

UK (kWh)

2023

UK (kWh)

2022

UK (kWh)

2021

Global

(excluding

UK) (kWh)

2024

Global

(excluding

UK) (kWh)

2023

Global

excluding

UK) (kWh)

2022

Global

excluding

UK) (kWh)

2021

Total kWh

2024

Total kWh

2023

Total kWh

2022

Total kWh

2021

Scope 1 – gaseous and other fuels (voluntary)

752,858 783,283 872,109 945,124 4,395,143 4,624,549 5,112,471 4,053,757 5,148,001 5,407,832 5,984,580 4,998,881

Scope 1 – transport (Company fleet)

105,884 195,019 275,041 236,608 430,120 506,567 669,388 1,093,729 536,004 701,585 944,429 1,330,337

Scope 2 – grid electricity

1,292,762 1,208,408 1,322,599 1,716,613 6,874,583 7, 506,194 8,940,700 8,709,990 8,167,345 8,714,602 10,263,299 10,426,603

Scope 2 – Self-generated renewable electricity*

371,077 396,273 379,612 – 1,131,794 397,860 359,599 – 1,502,871 794,133 739,211 –

Scope 2 – transport (Company fleet)

28,265 19,857 5,448 6,473 346 – 1,727 – 28,611 19,857 7,175 6,473

Scope 2 – purchased heat, steam and cooling

1,239 2,475 2,675 9,148 0 – – – 1,239 2,475 2,675 9,148

Scope 3 – grey fleet

154,266 124,765 35,880 51,642 12,582 63,154 69,097 49,342 166,848 187,919 104,977 100,984

Total energy use – all Scopes

2,706,351 2,730,080 2,893,364 2,965,608 12,844,568 13,098,324 15,152,982 13,906,818 15,550,919 15,828,403 18,046,346 16,872,426

* Self-generated electricity is being reported for the first time as data has now become available. This represents solar PV electricity being generated and directly consumed across our sites.

Videndum plc

Annual Report and Accounts 2024

Responsible business continued

Table 8: The Total Carbon Emissions (tCO

e) figures for Group.

UK (tCO

2024

UK (tCO

2023

UK (tCO

2022

UK (tCO

2021

Global

(excluding

UK) (tCO

2024

Global

(excluding

UK) (tCO

2023

Global

excluding

UK) (tCO

2022

Global

excluding

UK) (tCO

2021

Total (tCO

2024

Total (tCO

2023

Total (tCO

2022

Total (tCO

2021

Scope 1 Total

164 189 224 228 904 966 1,112 1,002 1,068 1,155 1,336 1,231

Scope 1 – gaseous and other fuels (voluntary)

139 143 159 173 806 847 938 745 945 990 1,097 919

Scope 1 – transport (Company fleet)

25 46 65 55 98 119 159 257 123 165 224 312

Scope 1 – refrigerants

1* – – – 1* – 15 – 1* – 15 –

Scope 2 Total

274 255 258 367 2,131 2,301 2,645 2,167 2,405 2,556 2,903 2,535

Scope 2 – grid electricity

268 250 256 364 2,131 2,301 2,645 2,167 2,399 2,551 2,901 2,532

Scope 2 – transport (Company fleet)

6 4 1 1 1* – 1 – 6 4 1 1

Scope 2 – purchased heat, steam and cooling

1* 1 1 2 – – – – 1 1 1 2

Scope 3 – grey fleet

35** 29 8 12 2 15 16 12 37 43 25 24

Total energy use – all Scopes

473 473 490 607 3,038 3,282 3,773 3,181 3,510 3,754 4,264 3,790

*These values are less than 0.5 tCO

e and have been rounded up.

** The increase in the UK grey fleet emissions from 29 to 35 tCO

e is down to an increase in expensed mileage. Production Solutions accounts for a majority of the UK expense mileage and had

an increase in 2024.

Table 9: Intensity metric of tCO

e per £million turnover applied for the annual total consumption.

UK Intensity

Metric 2024

UK Intensity

Metric 2023

UK Intensity

Metric 2022

UK Intensity

Metric 2021

Global

(excluding

UK) Intensity

Metric 2024

Global

(excluding

UK) (Intensity

Metric 2023

Global

excluding

UK) Intensity

Metric 2022

Global

excluding

UK) Intensity

Metric 2021

Total Global

Intensity

Metric

2024

Total Global

Intensity

Metric

2023

Total Global

Intensity

Metric

2022

Total Global

Intensity

Metric

2021

Intensity Metric

18.85 18.19 12.72 16.36 11.74 11.35 9.14 8.90 12.37 11.92 9.45 9.61

TCFD continued

Strategic Report Corporate Governance Financial Statements

Energy efficiency improvements

The Group is committed to year-on-year improvements in our operational energy efficiency. A register of energy efficiency measures has been

compiled and will be implemented within five years. Reducing the Group’s emissions mitigates certain climate risks stated in Table 3.

Table 10: Energy efficiency improvements that will reduce Group emissions in 2024 and planned for 2025 onwards.

Category Measures undertaken in 2024 Measures planned for 2025 onwards

Renewable energy

contracts and

sustainable energy

sourcing

– Creative Solutions moved SmallHD, Wooden Camera

and the Los Angeles site to RECs. The Agreement is for

755MW of solar power, comprised of three solar farm

sites.

– Media Solutions Ashby site is sourcing 100% renewable

energy and biogas that produces lower carbon

emissions compared to fossil fuel equivalent.

– Creative Solutions will look to renew the REC agreement

for the 2025 calendar year, for the three sites.

Energy efficient

transportation

– Creative Solutions technology repair truck is still

in operation, with solar panels installed on the

vehicle roof.

– Production Solutions have one plug-in hybrid and three

electric vehicles representing 50% of the Divisions fleet.

– At Production Solutions Cartago site, the carpooling

scheme remained in use, with four groups of people

commuting (10 people in total).

– A programme called Cyclescheme is still in place

at Production Solutions, Bury St Edmunds, UK site,

to finance conventional and electric bicycles for our

employees. Two additional applicants requested to join

the scheme during the year, with 80 applicants since

2014.

– Media Solutions continued to transition the fleet

to hybrid and electric. The Division has 66 vehicles, with

82% being hybrid or electric.

– Assess the Group’s fleet to understand where it would be

possible to further convert our vehicle fleet to EV and Hybrid.

– Continue the Cartago carpooling scheme.

– Continue the Bury St. Edmunds Cyclescheme.

– Media Solutions has set a target for 85% of the vehicle fleet to

be hybrid and 15% fully electric by the end of 2025.

LED lighting – Media Solutions extended the LED light conversion

project at the Savage site in Phoenix. This initiative

is projected to save 119.828 MWh, representing 58% of

the site’s total electricity consumption. To date,

the exterior conversion has been completed, achieving a

6% reduction in electricity usage. The project will

continue into 2025 to complete the full transition

to LED lighting.

– Complete the full LED lighting transition for our site

at Phoenix.

Videndum plc

Annual Report and Accounts 2024

Methodology

Scope 1 and 2 consumption and CO

e emission data for UK sites have been calculated in accordance with the 2019 UK Government environmental

reporting guidance and the Greenhouse Gas Protocol (“GHG Protocol”). The current kWh gross calorific value (“CV”) and kgCO

e emissions factors

for the reporting year from 1 January to 31 December 2024, were applied. Scope 3 emissions have been calculated based on the GHG Protocol

Corporate Value Chain (Scope 3) Standard.

Scope 1 emissions

Direct emissions from our operations, such as fuel combustion, are categorised under Scope 1. To convert Scope 1 natural gas usage in the UK, the UK

DESNZ 2024 emissions factors database was used. For the US, the United States Environmental Protection Agency GHG Emissions Factors Hub

2024 was used. For Australia, the Australia National GHG Account Factors 2024 database was used. For remaining countries, we default to the UK

DESNZ 2024 emissions factors database.

Scope 2 emissions

Indirect emissions generated from purchased electricity, heat and steam. Scope 2 emissions are calculated based on both the “location-based”

and “market-based” methods outlined in the GHG Protocol.

Location-based methodology

Methodology to calculate Scope 2 emissions using the average electricity grid emission conversion factor of a region. We applied country-specific

factors for all sites.

Market-based methodology

Methodology to calculate Scope 2 emissions using electricity conversion factors specific to the contractual instruments in place for procured

electricity (REGOs and RECs). Where contract-specific data was not available, location-specific residual factors were used, except for sites within

the USA. For our American sites, US eGrid factors have been applied. Where neither is present, the location-based factor was used.

Scope 3 emissions

All applicable Scope 3 categories were identified based on an operational control boundary. Emissions were calculated following methodologies

outlined in the GHG Protocol “Technical Guidance for Calculating Scope 3 Emissions”, with further guidance taken from the GHG Protocol’s detailed

methodology chapters for each applicable Scope 3 category. Most conversion factors were sourced from UK Government GHG Conversion Factors

for Company Reporting, v1.1 2024. In addition, conversion factors were taken from the University of Leeds and Department for Environment, Food

and Rural Affairs’ “UK Footprint Results (1990 – 2018)” study or the Department for Environment, Food and Rural Affairs’ “Indirect emissions

for the supply chain” database when a spend-based approach was used. Scope 3 emissions include Well to Tank and Transmission & Distribution

(“T&D”) losses.

Responsible business continued

TCFD continued

Strategic Report Corporate Governance Financial Statements

Non-Financial and Sustainability Information Statement

Videndum complies with the requirements of sections 414CA and 414CB of the Companies Act 2006, the 2018 Non-Financial Reporting Directive

and other key compliance areas by including certain non-financial information within the Strategic report. The table below, and the information

it refers to, is intended to help stakeholders understand our position on key non-financial matters:

Reporting requirement Further information

Principal Risk Page(s)

Climate-related

financial disclosures

and environmental

matters

– The Responsible business section outlines our commitment to operating responsibly

in all our dealings with our stakeholders.

– Our ESG targets sets out a roadmap towards becoming a sustainable business.

– Videndum discloses its climate-related risks in line with TCFD requirements.

10 26 to 44

Employees – Videndum has a Code of Conduct which outlines the Group’s expectation and

commitment to maintaining the highest standards of ethical conduct and behaviour

in business practice. The Code is reviewed annually and in early 2024 the Code

of Conduct was recommunicated to all employees.

– We are committed to diversity and inclusion at all levels of our business

and we do not discriminate on any basis.

– Videndum has a well-established employee engagement and feedback

programme with Caroline Thomson, the Non-Executive Director responsible

for employee engagement.

7 27 and 56

Social matters – The Responsible business section and our stakeholders sets Videndum’s approach

to supporting our employees, customers and suppliers.

1, 9 and 10 24 and 28

Anti-bribery

and corruption

– Videndum’s Code of Conduct sets out the expectations towards the highest standards

of ethical conduct and behaviour in business practice.

– Videndum has an anti-bribery and corruption policy that has been reviewed by the

Board annually and sets out the responsibilities and expectations of our employees

for the prevention, detection and reporting of bribery and other forms of corruption.

– Employees receive training on the anti-bribery and corruption policy, including gifts

and hospitality.

– Suppliers are made aware of our zero-tolerance approach to bribery and we undertake

due diligence on all suppliers using the NAVEX Risk Rate system.

5, 6 and 7 28

Human rights

and modern slavery

– Videndum’s Code of Conduct outlines our stance on human rights and modern slavery.

– A separate Slavery and Human Trafficking statement is published on our website

annually and underlines our commitment to ensuring that slavery and human

trafficking does not exist in our business operations or our supply chain.

6, 7, 8 28

Business model and

strategy

– Details of how we do what we do, why, where and for whom. 2, 5, 8, 12 3 to 44

Principal risks – Videndum’s principal risks set out the business risks and the mitigating actions that are

taken to help reduce the impact of any of these risks across the Group.

18 to 23

The Strategic Report, including pages 2 to 45, was approved by a duly authorised Committee of the Board of Directors on 30 April 2025 and signed

on its behalf by:

Stephen Harris

Chairman

30 April 2025

Videndum plc Annual Report and Accounts 2024

The following table outlines where

shareholders can find and evaluate

how the Company has applied the

principles of the 2018 Code and where

key content can be found in this report:

Board leadership and Company purpose

Page(s)

Code principle A – Effective and

entrepreneurial board

Section 172 statement 55

Board of Directors 48 to 49

Code principle B – Company’s purpose,

values and strategy

About Videndum – what we do and for whom 4 to 7

Section 172 statement 55

Purpose, values and culture 49 to 50

Code principle C – Necessary resources

to meet objectives and prudent and

effective controls

Strategic Report 4 to 45

Audit, risk and internal control 64 to 68

Code principle D – Effective engagement

with stakeholders

Section 172 statement 55

Our stakeholders 24 to 25

Code principle E – Workforce policies and practices

Employee engagement 56

Workforce policies 27 and 28

Whistleblowing 28

Compliance statement

During the year ended 31 December

2024, we have reported against the UK

Corporate Governance Code 2018

(“2018 Code”) issued by the Financial

Reporting Council. The Code can be

found at frc.org.uk. A new Code (“2024

Code”) has been published and comes

into effect for accounting periods

beginning on or after 1 January 2025.

We will report on compliance with the

2024 Code in the 2025 Annual Report.

We applied each principle and complied with provisions of the

2018 Code throughout 2024 as required by the Listing Rules

aside from Code provision 9 and Code provision 36. Code

provision 9 outlines that the roles of the chair and chief

executive should not be exercised by the same individual. Due to

exceptional circumstances facing the Company, Stephen Harris

succeeded as Executive Chairman with effect from 25 October

2024. Stephen Harris will lead the Company while a search

for a new permanent Chief Executive is carried out. Upon the

appointment of a new Chief Executive, Stephen Harris will

revert to his former role as Chairman of the Company. To

mitigate any risks associated with this position, the Board has

increased the frequency of its meetings and communication.

Code provision 36 guides that share awards should be subject

to a total vesting and holding period of five years or more.

Due to exceptional circumstances, Stephen Harris received

an LTIP award on 18 December 2024 that has a vesting period

of two years. The structure of this award was made due to

the exceptional circumstances of Stephen Harris becoming

Executive Chairman while the search for a permanent Group

Chief Executive is conducted. A longer performance period over

two years would not be reasonable in the circumstances. Upon

vesting, Stephen Harris will also be required to comply with the

Company’s policy on shareholding requirements necessitating

that the vested award is held for a minimum of two years

post vesting.

The Board agrees that the Annual Report taken as a whole is

fair, balanced and understandable and gives all stakeholders

the information necessary to assess the Group’s business

model, strategy and performance. The full report provides the

information required for shareholders to assess the Group’s

overall performance against its strategy.

Strategic Report Corporate Governance Financial Statements

Division of responsibilities

Page(s)

Code principle F – Chairman’s leadership

Board governance 52

Division of Board responsibilities 57 to 58

Code principle G – Division of responsibilities

Board governance 52

Board of Directors 48 to 49

Division of responsibilities 57 to 58

Code principle H – Non-Executive Directors

Section 172 statement 55

Time commitments 63

Code principle I – Role of the Company Secretary

Effective resources and controls 51

Board governance 52

Composition, succession and evaluation

Page(s)

Code principle J – Director appointment process

Nominations Committee report

– Board appointments and succession 59 to 64

Code principle K – Board skills,

experience and knowledge

Nominations Committee report – Board of Directors’

skills, experience and knowledge 59

Code principle L – Board annual evaluation

Nominations Committee report – Board evaluation 63

Audit, risk and internal control

Page(s)

Code principle M – Policies around

internal and external audit functions

Audit Committee report – effectiveness

of internal and external audit functions 64 to 68

Code principle N – Fair, balanced

and understandable reporting

Fair, balanced and understandable assessment

of the Company’s position and prospects 68

Code principle O – Management of risk

Principal risks of the Company 18 to 23

Audit Committee report 64 to 68

Remuneration

Page(s)

Code principle P – Remuneration policies

and practices aligned to strategy

Remuneration report – remuneration policies

and practices 69 to 96

Code principle Q – Determination of remuneration

Remuneration report – policy on

executive remuneration 72 to 80

Code principle R – Independent judgement

on remuneration

Remuneration report – independence around

remuneration outcomes 69

Videndum plc

Annual Report and Accounts 2024

A N

Board of Directors

Role: Chairman and Chairman of the Nominations

Committee

Appointed to the Board as a Non-Executive Director

on 9 November 2023 and on 1 May 2024 became

Chairman of the Company. On 25 October 2024

became Executive Chairman – tenure of 1 year 5

months

Nationality: British

Skills and experience: Stephen was formerly Chief

Executive Officer at Bodycote plc until 30 May 2024.

Between 1984 and 1995, Stephen held several senior

management positions at APV Inc., following which

he was appointed to the Board of Powell Duffryn plc

as an Executive Director. He then joined Spectris plc

as an Executive Director between 2003 and 2008,

and has also been a Non-Executive Director of

Brixton plc from 2006 to 2009 and of Mondi plc from

2011 to 2021. Stephen holds an MA in Engineering

from Cambridge University and an MBA from

the University of Chicago Booth School of Business.

Role: Independent Non-Executive Director

Appointed: 1 May 2023 –

tenure of 1 year and 11 months

Nationality: Swedish

Skills and experience: Anna is a non-executive

director and Chair of the ESG Committee at Bytes

Technology Group plc. Between 2018 and 2021, Anna

was Chief Human Resources Officer for Pearson plc,

and between 2011 and 2016 Executive Vice

President, Head of Human Resources at Sandvik AB.

Between 2009 and 2014 Anna was an independent

non-executive director for Knowit AB, a public listed

IT consultancy group in the Nordics and Baltics.

Between 2006 and 2011 she was Executive Vice

President, Head of Human Resources at SSAB AB

and prior to that worked at Ericsson Group AB

in various HR roles culminating as Vice President,

Human Resources & Organisation, Sweden. Anna

was born in South Korea, raised in Sweden and

studied in the US and Germany. Anna holds a

Masters in Law from Lund University as well as

professional HR qualifications from both London

Business School and Michigan Business School.

Anna will succeed Caroline Thomson as Chair

of the Remuneration Committee at the conclusion

of the 2025 AGM.

Stephen Harris

Anna Vikström

Persson

A N R

Role: Independent Non-Executive Director and Chair

of the Finance Committee

Appointed: 12 October 2023 –

tenure of 1 year and 6 months

Nationality: British

Skills and experience: Graham is the Senior

Independent Director of The Global Smaller

Companies Trust PLC listed on the London Stock

Exchange. He holds director positions in unlisted

companies, including as a non-executive director

at Tunstall Integrated Healthcare Holdings Ltd,

and Chair at MCF Limited. Formerly, Graham was

a Chairman at Ideal Standard International NV,

non-executive director of PHS Group Investments

Ltd, Nobina AB and Henderson Alternative

Strategies Trust plc (where he was Chair of the Audit

Committee from 2014 – 2020). He was a partner

with 23 years’ service at European private equity

fund manager Bridgepoint until June 2013. A

graduate in Engineering from Cambridge University,

Graham also holds an MBA from INSEAD Business

School. He is a Chartered Engineer, a Fellow of the

Institution of Mechanical Engineers, and a Member

of the Chartered Institute for Securities & Investment.

Role: Independent Non-Executive Director and Chair

of Audit Committee

Appointed: 1 July 2024 – tenure of 9 months

Nationality: British

Skills and experience: Polly is the Senior Independent

Director at XP Power Limited, having joined that

board in January 2016. She is a chartered accountant

and a former Partner at KPMG LLP, having resigned

her partnership in 2003 and since then, has held

several non-executive directorship roles. Polly is also

a non-executive director at Royal Bank of Canada

Europe Ltd, senior independent director and audit

chair at The Rugby Football Union and chair of the

board for RBC Brewin Dolphin Limited.

Polly Williams

Graham Oldroyd

Role: Independent Non-Executive Director and

Senior Independent Director. At the 2025 AGM,

Richard will cease to be the Senior Independent

Director but will remain an independent Non-

Executive Director.

Appointed: 2 April 2018– tenure of 7 years

Nationality: British

Skills and experience: Richard is Chief Executive

Officer of Oxford Instruments plc. He was

previously Chief Executive Officer of TT Electronics

plc, holding that position from 2014 to September

2023. He was formerly President of the Aerospace

& Security Division of Cobham plc from 2008 to

2014 and a member of its Executive Committee.

He was previously responsible for TRW Aeronautical

Systems’ (formerly part of Lucas Industries)

European aftermarket business before joining

Cobham plc in 2003 to run its Flight Refuelling

Division. Richard is a fellow of the Royal Aeronautical

Society and a Governor of St Swithun’s Independent

School for Girls in Hampshire.

Richard Tyson

A N R

Key to Committee membership

Audit Committee

Nominations Committee

Remuneration Committee

Chairman of the Board / Committee

Finance Committee

Corporate Governance Financial StatementsStrategic Report

A N

Role: Independent Non-Executive Director, Chair

of Remuneration Committee and Responsible for

Employee Engagement

Appointed: 1 November 2015 –

tenure of 9 years and 5 months

Nationality: British

Skills and experience: Caroline is currently a Fellow

of the Royal Television Society, a non-executive

director at the BBC, having been appointed to that

role on 3 April 2025 and a trustee of the National

Gallery Trust and of Tullie House Gallery in Cumbria.

She was formerly Executive Director of English

National Ballet where she is now a trustee. Until

1 March 2023 Caroline was Chair of Digital UK (Now

Everyone TV), and a non-executive director of UKGI

and Chair of its Remuneration Committee. Until

September 2012 Caroline was Chief Operating

Officer at the BBC, serving 12 years as a member of

the Executive Board. Caroline received an honorary

doctorate from York University in 2013 and was

made an honorary Fellow of the University of

Cumbria in 2015. From 2016 to 2019 she was Chair of

Oxfam. Caroline is a Deputy Lieutenant for Cumbria.

Caroline will not seek re-appointment at the 2025

AGM and will cease to be a Director at the conclusion

of that meeting.

Caroline

Thomson

Leadership, purpose, values and culture

Videndum’s purpose is to support our

customers by designing and providing

premium branded hardware products

and software solutions to the content

creation market. Our values and

culture underpin the sustainable

delivery of this purpose.

1. Purpose

2. Values

Why we do what we do

Our purpose is to enable our customers to capture and share exceptional content by

being the leading provider of premium hardware and software solutions to the content

creation market.

Our core customers include broadcasters, film studios, production and rental companies,

photographers/videographers, independent content creators, vloggers/influencers,

professional sound crews and enterprises. Our product portfolio includes camera supports,

video transmission systems and monitors, live streaming solutions, smartphone accessories,

robotic camera systems, prompters, LED lighting, mobile power, carrying solutions and

backgrounds, audio capture and noise reduction equipment.

The qualities that define

us and what we try

to achieve

Videndum provides world-class product

performance with a keen eye for being

customer focused. We lead in fast-

changing markets and have global reach

and capability. We always do business the

right way, with transparency, integrity

and respect and in line with our

Code of Conduct.

3. Culture

Who we are as an

organisation

Our employees have a real passion for

our products. Employees are encouraged

to be forward-thinking, collaborative and

supportive with an inclusive approach.

Role: Independent Non-Executive Director

Appointed: 1 April 2025 – tenure of 1 month

Nationality: Swedish

Skills and experience: Eva was at Ericsson for 20

years focused on strategy, production development

and international sales and held positions in Sweden,

Australia, USA and Japan. In 2000 she joined the

Scandinavian telecommunications company Telia and

served as Senior Vice President of Telia Equity before

becoming Chief Executive of TeliSonera International

Carrier in 2002. Eva has wide corporate experience

having served on the Board of companies including

Acast AB, Bodycote plc, Assa Abloy AB, Mr Green

& Co AB, Sweco AB, Tarsier AB and Keller Group plc.

Eva is currently Senior Independent Director at

Vesuvius plc, and a non-executive director at

Greencoat Renewables plc. Eva is also currently a

non-executive director and chair of audit committee

at Tele2 AB but will be standing down from this role

at Tele2 AB’s AGM in May 2025. Eva is a member

of the Royal Swedish Academy of Engineering

Sciences. Eva will succeed Caroline Thomson

as the independent Non-Executive Director with

responsibility for employee engagement and Richard

Tyson as Senior Independent Director at the

conclusion of the 2025 AGM.

Eva Lindqvist

A N

Videndum plc

Annual Report and Accounts 2024

Alignment of culture with purpose, values

and strategy

The Board reinforces our culture and values

through the way it collectively makes decisions,

including decisions made on strategy,

operations, governance and conduct. The culture

of the Group is monitored and assessed by the

Board via:

– Regular meetings with senior management,

including attendance at Board and

Committee meetings as appropriate.

– Discussing the outcomes of employee

surveys and acting on any findings.

– Employee engagement sessions with

a member of the Board with insights

from these sessions.

– Consideration of feedback from key

investors and wider stakeholders when

shaping Group-wide policies, procedures

and practices.

– Reviewing the Company’s whistleblowing

service and any cases or investigations

from the service.

– Payment to suppliers in accordance with

contractual terms.

– Training records for Board members.

– Internal and external auditor’s reviews

and findings.

– Regular risk and compliance reports

from the Head of Group Risk Assurance.

– Assessing cultural indicators such as:

– Management’s attitude to risk and

the Group’s overall risk appetite;

– Compliance with the Group’s policies

including communication and training

on our Code of Conduct; and

– Key Performance Indicators including

health and safety performance.

Further information on how the Board factors

stakeholders into its decisions can be found

on page 56.

2024 saw a period of significant change

for the Group and its Board. This will continue

into 2025 and the Group’s culture and

governance framework will be aligned with

its new structure.

Videndum refreshed and recommunicated

its Code of Conduct to all employees in early

2024. This was supported with online training

and testing to embed the Code of Conduct

and the right behaviours with all our

employees. The Code of Conduct sets out

expectations on behaviours in all aspects

of how employees conduct themselves.

As well as employees, this is also available

to all stakeholders including customers and

suppliers. The Code of Conduct is published in

all languages commonly spoken in the Group

and is available on our website.

More information on Videndum’s culture can be found at:

Videndum’s governance framework and governance practices on pages 51 to 53

Videndum’s approach to people, leadership and succession in the Nominations Committee report on pages 59 to 63

Videndum’s risk and internal controls in the Audit Committee report on pages 64 to 68

The focus on health and safety, the environment and sustainability across the Group in the Responsible business report on pages 26 to 45

Videndum’s approach to executive remuneration in the Remuneration report on pages 69 to 96

Leadership, purpose, values and culture continued

Corporate Governance Financial StatementsStrategic Report

The role of the Board

Our Board, outlined on pages 48 and 49, is

made up of individuals who bring a diverse

range of skills, perspectives and industry

knowledge to our boardroom. In accordance

with the Code, the role of the Board is to work

to ensure the long-term sustainable success

of the Company as well as undertake actions

to generate value for shareholders. With the

change that the business is going through,

the Board’s skillset is continually being

reviewed to ensure it has the right balance

of experience that Videndum needs in the

areas of finance, technology, strategy and

operations, people management and

global commerce.

Changes to the Board during 2024 included

the following:

Stephen Harris succeeded Ian McHoul as

Chairman of the Company on 1 May 2024.

Ian McHoul, Erika Schraner and Teté Soto did

not stand for re-election at the Company’s

AGM on 19 June 2024 and ceased to be

directors of the Company at the end of

that meeting.

Polly Williams joined the Board as an

independent Non-Executive Director and

Chair of the Audit Committee with effect

from 1 July 2024 and became a member of the

Remuneration and Nominations Committees.

On 25 October 2024, Stephen Bird and Andrea

Rigamonti ceased to be Directors and in their

roles as Group Chief Executive and Group

Chief Financial Officer respectively. Stephen

Harris with effect from the same date

became Executive Chairman. The Board has

commenced a detailed search for a new

permanent Group Chief Executive for the

business.

Eva Lindqvist joined the Board as an

independent Non-Executive Director on 1 April

2025. She will become Senior Independent

Director at the conclusion of the 2025 AGM.

All Directors of the Company aside from

Caroline Thomson, in accordance with the

Company’s Articles of Association, will stand

for reappointment as Directors at the

Company’s AGM to be held on 16 June 2025

and further details can be found in the

AGM Notice.

Caroline Thomson will cease to be a Director

at the conclusion of the 2025 AGM. She will

be succeeded as Chair of the Remuneration

Committee by Anna Vikström Persson and

as the independent Non-Executive Director

in charge of employee engagement by Eva

Lindqvist. At the conclusion of the 2025 AGM,

Richard Tyson will cease to be the Senior

Independent Director and will remain on

the Board as an independent Non-Executive

Director. Eva Lindqvist will succeed Richard

as Senior Independent Director.

Until 25 October 2024, the roles of Chairman

and Chief Executive were exercised by

Stephen Harris and Stephen Bird respectively.

However, with effect from that date, Stephen

Harris was appointed to the position of

Executive Chairman with Sean Glithero joining

as Interim Chief Financial Officer. A search

for a permanent Group Chief Executive has

commenced. While the 2018 Code has a

provision that the roles of Chairman and Chief

Executive should not be exercised by the same

individual, this change was necessitated by

the challenging markets the Company is

experiencing, with recovery in those markets

slower than expected. Stephen Harris has

significant experience, most recently leading

FTSE 250 Bodycote plc for over 15 years as its

Chief Executive. The combination of the roles

with Stephen Harris as Executive Chairman

is an interim measure to see the Company

through this challenging period and while the

search for a new Group Chief Executive is

carried out. We will report on progress with

this search over the coming months to ensure

that shareholders remain informed.

Together with the Group Company Secretary,

the Executive Chairman ensures that

all Directors:

– Receive accurate, timely and clear

information.

– Actively participate in the decision-making

process at Board meetings.

– Are kept informed of all key business

developments across the Group.

Board meeting agendas are agreed in advance

of meetings by the Executive Chairman

facilitated by the Group Company Secretary

to ensure each Board meeting is as effective

as possible. Agendas and supporting papers

are circulated to all Board members in

advance of meetings. All Board members

provide constructive input to any strategic

decisions proposed by executive management.

Apart from the remuneration of Directors

there were no instances when a Director had

to abstain from voting on a matter due to

a conflict of interest during 2024. The Board

has a defined policy for dealing with conflicts

or potential conflicts of interest as set out in

the Company’s articles of association. At the

start of every Board meeting all Directors are

reminded about their duties under Section 172

of the Companies Act 2006 including the need

to disclose any conflicts of interest.

The Group Company Secretary maintains

a record of any declared conflicts of interest.

Effective resources and controls

The Board has satisfied itself that the

Company’s purpose is aligned with business

practices through a variety of resources,

including regular updates from senior

management as appropriate. These strategic

and operational updates are discussed by the

Board in scheduled Board meetings and short

notice Board meetings as necessary.

The Board governance arrangements support

the development and delivery of strategy by

ensuring accountability and responsibility for

decisions from within the organisation and

also by leveraging the skills, knowledge and

experience from all Board members. Further

information on the skills and experience of

all Board members can be found on pages 48

to 49 and 59. Board members are expected

to openly express their views and opinions

on the business, the strategy, the operation

of the Group or a proposed course of action.

Information on Board performance and

effectiveness can be found on page 63.

Videndum plc

Annual Report and Accounts 2024

Board governance

The Board has overall responsibility for

governance in the Group, led by the Executive

Chairman and supported by the Group

Company Secretary.

The Board has delegated certain

responsibilities to its Nominations, Audit

and Remuneration Committees.

Finance Committee

During 2024, the Board established the

Finance Committee, chaired by Graham

Oldroyd and with Stephen Harris, Polly

Williams and Sean Glithero as its members.

The Finance Committee has clear Terms of

Reference approved by the Board, including

the provision of management, oversight,

effective governance and control for:

– The execution of the agreed funding

strategy, capital structure and liquidity

management for the Group;

– Funding transactions and loans for

the Group;

– The ongoing relationship with existing

lenders under the Revolving Credit Facility

Agreement including covenant tests and

waivers thereof;

– The renewal of the Group’s Revolving Credit

Facility Agreement or other alternative

long-term finance arrangements; and

– Other major financial matters for the

Group including, but not limited to, tax,

treasury, pensions and the Group’s

insurance programme.

Meetings of the Finance Committee are

minuted and reported to the full Board.

Further details of the work, composition, role

and responsibilities of the Nominations, Audit

and Remuneration Committees are provided

in separate reports on pages 59, 64 and 69,

respectively. Each of these Committees

has Terms of Reference which are reviewed

annually by the Committees and the Board

during the year. These are available on the

Group’s website: videndum.com/investors/

corporate-governance/governance-

framework/. The performance of each

Committee is assessed annually as part of

the evaluation process, and the results of

the internal Board and Committee evaluations

carried out in late 2024 are outlined on

pages 61 and 63.

The Board has a schedule of matters reserved

to it which is reviewed annually and can be

viewed on the Group’s website: videndum.

com/investors/corporate-governance/

governance-framework/. The schedule of

matters reserved to the Board includes

matters such as acquisitions and divestment

of businesses, appointments of new Directors

and approval of financial results including

budgets and capital expenditure as well as any

declaration of dividends. Further information

on the matters reserved for the Board can

be found on page 58. The Board delegates

certain of its powers to the Executive

Chairman to run the business and operations.

Executive Committee

The Chairman has established the Executive

Committee comprising the Executive

Chairman, Interim Chief Financial Officer,

Chief People Officer, Divisional Chief

Executive Officers and the Group Company

Secretary. Other members of the senior

management team attend by invitation

of the Chairman. The Executive Committee

meets monthly and provides in depth working

knowledge of current performance and

operational matters. Minutes of all Board and

Committee meetings, including the Executive

Committee, are prepared by the Group

Company Secretary following each meeting.

The Chairman reports on the work of the

Executive Committee to each Board meeting

to keep the Board fully informed on

operational matters.

Where possible, Board and Committee

meetings are held in person. In some

instances, short notice Board and Committee

meetings can be held via video conference.

The Board also holds pre-Board meeting

dinners which enable Directors to informally

discuss current business matters. The Board

appreciates this informal environment, which

creates an opportunity for members of

the Executive Committee, other senior

management or external advisors to attend

to give updates on the business.

The Directors make use of electronic Board

packs, providing fast and secure access to all

Board and Committee papers, alongside any

other key and confidential updates to enable

the running of the business. The Chairman

and the Chairs of each of the Committees

set the agendas for all Board and Committee

meetings with support from the Group

Company Secretary.

The information contained within the Board

and Committee packs includes current

business performance, detailed budgets,

forecasts, strategy papers, corporate

development opportunities and operational

performance, and annual and half yearly

reports. A detailed monthly report is prepared

and circulated to all Directors from the

Chairman, Interim Chief Financial Officer,

Group Company Secretary and Group General

Counsel, plus a Health and Safety report.

The Board receives further information from

time to time as and when necessary.

The role of the Board continued

Corporate Governance Financial StatementsStrategic Report

Executive Committee

The Executive Committee, established in November 2024, is led by the

Chairman and comprises the Chief Financial Officer, Divisional CEOs,

Group Company Secretary and Chief People Officer. Other members

of management attend from time to time. The Executive Committee’s

purpose is to oversee the management of the business and the

implementation of the Group’s strategy.

Finance Committee

The Board established the Finance Committee in November 2024,

comprising Graham Oldroyd (Chair), Stephen Harris, Polly Williams

and Sean Glithero. The Finance Committee’s purpose is to oversee the

Group’s funding strategy , capital structure and liquidity management.

ESG Committee

Videndum’s ESG initiatives are overseen by the Board with several

ESG teams in the businesses coordinating activities through an

ESG Committee.

Group Company Secretary

All Directors have access to the advice and services of the Group

Company Secretary and any Director may initiate an agreed

procedure to seek independent professional advice sought at the

Company’s expense. Clearance to such advice being sought must be

given in advance by the Chairman. The Group Company Secretary’s

role is to support the Chairman, the Board, its Committees and

individual Directors in discharging their duties effectively including

governance matters. In accordance with the UK Corporate

Governance Code, the Group Company Secretary’s appointment

and removal is a matter to be considered by the whole Board.

Read more on page 64 Read more on page 69Read more on page 59

Videndum plc

The Board of Directors

Chaired by Stephen Harris

Membership:

Chairman and independent Non-Executive Directors

Purpose: Approve all financial results, dividends and financial matters for the Group

and tracks progress of the business against the strategy and budgets

Engagement with the Group’s key stakeholders

Approval of the financing for the Group

Oversight of the Group’s operations

Terms of reference for each of the Nominations, Audit and Remuneration Committee are available on our website

– videndum.com/investors/corporate-governance

Nominations

Committee

Chaired by Stephen Harris

Membership:

Chairman and the independent

Non-Executive Directors

Purpose:

Reviews the composition of the Board

Succession planning of the Board

Oversees the leadership skills requirements

and succession planning of key senior

management for the Group

Audit

Committee

Chaired by Polly Williams

Membership:

The independent Non-Executive Directors

Purpose:

Responsible for the integrity of narrative

reporting, financial statements and

financial controls

Oversees risk management and control

systems including internal audit progress

and effectiveness

Reviews external auditor’s effectiveness

Remuneration

Committee

Chaired by Caroline Thomson

Membership:

The independent Non-Executive Directors

Purpose:

Reviews the framework and policy on

Executive Director and senior management

remuneration and benefits to ensure

alignment with strategy and performance

Reviews and benchmarks incentive

arrangements and ensures they fit

with the Group’s strategy and culture

Ensures Executive Director remuneration

takes into account remuneration across

the wider employee base

Videndum’s governance structure is as follows:

Videndum plc

Annual Report and Accounts 2024

Board activity in 2024

Attendance at 2024 Board and Committee meetings

The Board and its Committees have a scheduled programme of meetings and also hold meetings at short notice to meet business demands and

to discuss important or pending issues. The table below sets out scheduled and short notice meetings and directors attendance throughout 2024.

Board Audit Remuneration Nominations

Scheduled Short notice Scheduled Short notice Scheduled Short notice Scheduled Short notice

Number of meetings 6 10 4 4 2 3 2 1

Directors:

Stephen Harris 6 (6) 10 (10) – – – – 2 (2) 1 (1)

Richard Tyson

6 (6) 9 (10) 4 (4) 3 (4) 2 (2) 3 (3) 2 (2) 1 (1)

Polly Williams

(appointed 1 July 2024)

3 (3) 5 (5) 2 (2) 1 (1) 1 (1) 2 (2) 1 (1) 1 (1)

Caroline Thomson 6 (6) 10 (10) 4 (4) 4 (4) 2 (2) 3 (3) 2 (2) 1 (1)

Graham Oldroyd 6 (6) 10 (10) 4 (4) 4 (4) 2 (2) 3 (3) 2 (2) 1 (1)

Anna Vikström Persson

6 (6) 10 (10) 4 (4) 4 (4) 2 (2) 2 (3) 2 (2) 1 (1)

Ian McHoul

(left 19 June 2024)

3 (3) 5 (5) – – – – 1 (1) 0 (0)

Erika Schraner

(left 19 June 2024)

3 (3) 5 (5) 2 (2) 3 (3) 1 (1) 1 (1) 1 (1) 0 (0)

Teté Soto

(left 19 June 2024)

3 (3) 4 (5) 2 (2) 3 (3) 1 (1) 1 (1) 1 (1) 0 (0)

Stephen Bird

(left 25 October 2024)

5 (5) 7 (7) – – – – 1 (1) 0 (0)

Andrea Rigamonti

(left 25 October 2024)

5 (5) 7 (7) – – – – – –

The number shown in brackets denotes the number of meetings the Director could have attended during 2024. Where a Director was unable to attend a meeting, their input to the business of the

meeting was given in advance of the meeting to the Chairman or Chair of the Committee as appropriate.

1 Ian McHoul did not seek re-election at the Company’s 2024 AGM and ceased to be a Director from 19 June 2024.

2 Erika Schraner did not seek re-election at the Company’s 2024 AGM and ceased to be a Director from 19 June 2024.

3 Teté Soto did not seek re-election at the Company’s 2024 AGM and ceased to be a Director from 19 June 2024. Teté Soto could not attend one short notice meeting in January 2024 due to a prior

commitment.

4 Stephen Bird ceased to be a Director on 25 October 2024.

5 Andrea Rigamonti ceased to be Director on 25 October 2024.

6 Richard Tyson could not attend one short notice Board meeting and one short notice Audit Committee meeting in April 2024 due to a prior commitment.

7 Anna Vikström Persson could not attend one short notice Remuneration Committee meeting in December 2024 due to a prior commitment.

During 2024 the Board covered a range of issues at its

scheduled and short notice meetings including:

Strategy

Throughout 2024 multiple updates were

provided to the Board on Divisional financial

and operational performance including

restructuring measures.

Operational

During 2024, the Board received regular

updates on operational performance from the

Divisional CEOs. In October 2024, the Board

visited the Company’s operations at its Bury

St Edmunds site to meet with employees and

see operations first-hand. The Board further

considered and approved major investment

in new products.

Financial reporting and ESG

The Board approved the 2023 financial results,

the 2023 Annual Report and Accounts as

well as the 2024 AGM Notice, going concern

and the viability statement in April 2024.

The Board received regular updates on

the Group’s ESG initiatives and approved

standalone ESG and TCFD reports in April

2024. The Board also considered and approved

the Company’s 2024 half year at its

September 2024 meeting.

Restructuring

In response to challenging market conditions,

in 2024, the Board considered and approved

significant restructuring steps. This included

the transfer of manufacturing operations

from Bury St Edmunds to Feltre in Italy; the

simplification of the organisational structure

moving from three divisions to two; and site

rationalisation.

Financial

The Board considered and secured several

covenant amendments tied to its Revolving

Credit Facility in 2024.

Corporate Governance Financial StatementsStrategic Report

Section 172 statement

The Board confirms that during the year ended 31 December 2024, it has acted in good faith to promote the long-term success of the Company

for the benefit of its key stakeholders that have been identified on pages 24 to 25 as its shareholders, employees, customers, suppliers and the

communities and environments in which we operate all while having due regard to the matters set out under Section 172 (a) to (f) of the

Companies Act 2006:

Relevant Disclosure(s) Page(s)

A The likely consequence of any decision in the long term Purpose and values

Strategic framework/Market opportunity

Dividends

Our stakeholders

Page 49 and 50

Page 4 to 7

Page 15

Page 42 to 43

B The interests of the Company’s employees Our people

Employee engagement

Employee health and wellbeing

Diversity and inclusion

Page 27

Page 56

Page 27

C The need to foster the Company’s business relationships with

suppliers, customers and others

Customer engagement

Supplier engagement and relationships

Anti-bribery and corruption and modern slavery

Page 24

Page 28

D The impact of the Company’s operations on the community and the

environment

Responsible business

Environment

Page 26

Page 27

E The desirability of the Company maintaining a reputation for high

standards of business conduct

Values and culture at Videndum

Code of Conduct and whistleblowing service

Workforce policies

Page 49

Page 28

F The need to act fairly as between members of the Company Shareholder engagement

AGM

Rights attached to shares

Page 56

Page 100

Page 97

How the Board considers Section 172

matters

Methods used by the Board to perform their

duties under the Companies Act 2006 include:

– The Board considers the Group’s purpose,

values and corporate culture when

reviewing the Company’s policies,

particularly relating to business conduct.

– The Audit Committee has oversight of the

Company’s risk assurance and management

framework, internal controls, and the

actions that are in place, or that will be put

in place, to mitigate risk (including any

emerging risks where appropriate) in

the short, medium and long term.

– Detailed Divisional and Group strategy

reviews held where senior management

present updates to the Board, and the

Board discuss mid to long-term strategy

for all Divisions, including cross-Divisional

synergy possibilities.

– The Board considers ESG matters as it

remains cognisant of the need to continue

its ESG programme across the Group.

– Members of the Board engage directly with

employees and shareholders and receive

feedback from the Chairman and Interim

Chief Financial Officer on meetings with

investors and analysts, as well as regular

updates and reports from the Executive

Committee and external advisers on

engagement with other stakeholders such

as customers, suppliers and the wider

communities in which Videndum operates.

The Board considers all input and feedback

from all stakeholders in its decision-making,

what is right for the proper operation of the

business and its overall strategy. The Board

remains focused on the Group’s restructuring

into 2025 and ensuring it is well positioned in

the future for recovery in its markets.

Videndum plc

Annual Report and Accounts 2024

Shareholder engagement

Meeting with shareholders

Videndum has an active and open dialogue

with shareholders and their views are

regularly sought on key issues such as

strategy, governance and financial

performance. They have been supportive and

are an important source of capital. The Board

receives a monthly shareholder analysis report

from our corporate broker which records

movements in the shareholder register and

also notes when investor engagement has

occurred and any notable views expressed.

There is an investor relations programme

in place to provide all shareholders with

regular updates on operational and financial

performance, including regular market

announcements, presentations, face-to-face

meetings with investors, roadshows, the AGM

and the upkeep of an investor relations

section on the Group website. This programme

is led by the Executive Chairman.

Throughout 2024, the Board communicated

extensively with investors to ensure they

remained informed and supportive of all

key business decisions.

Investor meetings and roadshows

During 2024, the Board continued to engage

with numerous institutional investors. These

were centred around major events such as the

2023 full year results, 2024 half year results

and changes in executive management and

were attended by the Executive Chairman

and Interim Chief Financial Officer.

The Chairman additionally met numerous

times with several shareholders during 2024

to hear their views and discuss business

progress.

Annual General Meeting (“AGM”)

The Company’s AGM was held on 19 June

2024. All resolutions at the 2024 AGM were

passed with a majority of votes in favour.

The detailed outcome of resolutions at the

2024 AGM is available on our website under

“Corporate Governance”. The 2025 AGM

will be held at Hilton Syon Park, Park, Road,

Isleworth, TW8 8JF on Monday, 16 June 2025

at 2.00pm. Voting at the AGM is carried out

by way of a poll. Shareholders are encouraged

to submit their votes by proxy ahead of the

AGM to ensure their views are received

in advance.

In the event of a 20% or more vote against

a resolution at a General Meeting of

shareholders, the Board would consider that

a material level and would seek to engage

with shareholders to understand the nature

of concerns raised by the against votes and

what actions, if any, should be taken to

address such concerns. No such vote against

or concerns were raised during 2024.

Annual Report

The Annual Report is available to all

shareholders. Through electronic

communication initiatives, we aim to make

our Annual Report as accessible as possible.

Shareholders can opt to receive a hard copy

in the post or can download PDF copies via

email or from our website. Additionally, if a

shareholder holds their shares via a nominee

account and encounters difficulty receiving

the Annual Report via their nominee provider,

they are welcome to contact the Group

Company Secretary to request a copy.

Corporate website

The Videndum website, videndum.com, has

a dedicated investor section which includes all

of our Annual Reports, results presentations,

and our financial calendar. The website also

outlines our business strategy and

model, product portfolio and Company

announcements, and has a section covering

our ESG activities.

Senior Independent Director

If shareholders have any concerns, which

the normal channels of communication

to the Group Chief Executive or Chairman

have failed to resolve, or for which contact

is inappropriate, then our Senior Independent

Director, Richard Tyson, is available to address

them. He can be contacted via email at

info@videndum.com or via the Group

Company Secretary. Following the conclusion

of the 2025 AGM, Richard Tyson will cease

to be the Senior Independent Director and

will be succeeded by Eva Lindqvist.

Employee engagement

The Board uses a combination of formal and

informal methods to engage with employees.

This includes all-employee emails from the

Executive Chairman updating on important

business matters including the financial

performance of the business. Face-to-face

townhall style meetings are held at our sites

including senior Divisional management

with employees either joining in person or via

video conference. In previous years we have

conducted all employee surveys asking a range

of questions including on health & safety,

culture and values, communications and

satisfaction working for Videndum. While

we did not conduct a survey in 2024 due to

pressures on the business, we will look to carry

out employee surveys in the future. The Board

in 2024 visited our Bury St Edmunds site,

meeting with employees and seeing and

hearing first-hand from employees. Upon the

appointment of a new Director, a tailored

induction programme is organised involving

site visits to see operations and to hear from

our employees. In line with the 2018 Code,

the Board has appointed Caroline Thomson

as the designated Non-Executive Director

for engagement with the workforce. Caroline

has performed this role since 2019, annually

holding face-to-face sessions with a selection

of employees from our operations around the

world. Despite the challenges in 2024, Caroline

held an employee engagement session in

October 2024 with employees from our

Creative Solutions Division based in SmallHD,

North Carolina. Feedback from the session,

which was centred around benefits, the

Company’s strategy and markets and future

goals, was shared with Divisional senior

management and the Board. Caroline will

not stand for reappointment at the 2025

AGM and will be succeeded by Eva Lindqvist

for the role as the designated Non-Executive

Director for employee engagement.

Should employees feel that engagement

is not effective and to provide an independent

means to communicate concerns, the

Company has in place an established

whistleblowing process administered

by an independent third party. Details

on this are set out on page 28.

The Board continues to review the way

it engages with employees to ensure

it is effective.

The Board and our stakeholders

Corporate Governance Financial StatementsStrategic Report

Polly Williams

Chair of the Audit Committee

– Acts as an independent point of contact in the Group’s

whistleblowing procedures.

– As Chair of the Audit Committee, leads the work of the

Committee in connection with the integrity of narrative

reporting, internal controls, oversight of the internal

audit function and work of the external auditors.

Board roles and the division of responsibilities

While the UK Corporate Governance Code contains a provision that the roles of

Chairman and Chief Executive should not be exercised by the same individual, the

Board determined that given the challenges faced by the Company that change to the

leadership of the Company was necessary. With effect from 25 October 2024, Stephen

Harris became Executive Chairman as he was best suited to lead the Company whilst a

thorough search for a new permanent Chief Executive was undertaken by the Board.

Stephen Harris

Chairman of the Board and Chairman of the Nominations Committee

– Responsible for the effective operation of the Board

and ensuring it is well-balanced to deliver the Group’s

strategic objectives.

– Encourages an ethical culture that promotes

transparency, open debate and challenge.

– Ensures that the Board plays a part in the

development of strategy and offers

constructive challenge.

– Ensures effective engagement between the Board

and all stakeholders.

– As Chairman of the Nominations Committee, leads

the work of the Committee in connection with Board

composition and succession planning.

– Provides executive leadership across the Group.

– Informs the Board of strategic and operational

issues facing the Group.

Caroline Thomson

Non-Executive Director tasked with employee engagement and Chair of the Remuneration Committee

– Attends key employee and business events.

– Monitors the effectiveness of employee

engagement programmes and surveys.

– Provides updates to the Board on employee

engagement matters and any employee issues.

– As Chair of the Remuneration Committee, guides

the work of the Committee in connection

with Directors’ remuneration.

– Caroline Thomson will not seek re-appointment

at the 2025 AGM and will be succeeded in the role

as Chair of the Remuneration Committee by

Anna Vikström Persson and by Eva Lindqvist

for employee engagement.

Richard Tyson

Senior Independent Director

– Acts as a “sounding board” for the Chairman in all

matters of governance and serves as an intermediary

for the other Directors and shareholders, as well as

leads the evaluation of the Chairman’s performance.

– Acts as the Chairman if the Chairman’s position

is in any way conflicted.

– Available to shareholders if they have concerns

that have not been resolved through normal

channels of communication with the Company.

– Richard Tyson will cease to be Senior Independent

Director at the conclusion of the 2025 AGM and

will be succeeded in that role by Eva Lindqvist.

Independent Non-Executive Directors – Graham Oldroyd, Anna Vikström Persson and Eva Lindqvist.

– Provide constructive challenge and advice

to Executive management assisting in

development of Group-wide strategy

and monitoring financial and operational

performance.

– Act with the highest levels of integrity

and governance and help to ensure this

culture is promoted within the Group.

Videndum plc

Annual Report and Accounts 2024

Role and independence of Non-Executive Directors

All Non-Executive Directors bring their unique experience and skillset

to Videndum’s strategy, which in turn strengthens the stewardship

of the Company and overall performance of the Group. The Board

considers that Anna Vikström Persson, Graham Oldroyd, Polly

Williams, Caroline Thomson, Richard Tyson and Eva Lindqvist are

independent in accordance with the recommendations of the 2018

UK Corporate Governance Code. Except for Caroline Thomson and

Richard Tyson, each of these Non-Executive Directors’ tenure on

the Board is less than six years and as outlined on page 62. Caroline

Thomson has been on the Board since November 2015 and Richard

Tyson since April 2018. Whilst Caroline’s tenure on the Board now

exceeds nine years, the Board considers her to remain independent

particularly given the change in executive management in 2024.

Caroline’s service beyond her ninth anniversary on the Board has been

essential in supporting through this period of transition. Caroline

will not seek re-election at the 2025 AGM. The Chairman annually

leads the process of objectively evaluating the performance of each

Director. The 2024 internal Board evaluation as detailed on page 63

covers the performance assessment of each Director. That evaluation

determined that each Director was performing to the highest standard

and demonstrated the right level of commitment to the role.

Relationship between the Board and Executive Committee

The following diagram illustrates the dynamic between the Board and

Executive Committee and the responsibilities they are each tasked with:

Board and the Executive Committee

The Board currently comprises the Chairman and independent

Non-Executive Directors who lead the business and safeguard the

interests of shareholders and other stakeholders. The Board is

currently in the process of a search for a new Group Chief Executive

to lead the business in the long-term and will report on this regularly

to shareholders. The Board has overall responsibility for setting

the Group’s strategy, setting risk appetite and setting objectives

for the business. It delegates overall delivery of the strategy and

the running of the business to the Executive Chairman who

is supported by the Executive Committee.

The Executive Committee, led by the Chairman, is responsible for

running the business. The Executive Committee meets on a monthly

basis and individual members of the Executive Committee attend

Board meetings on a regular basis to provide updates on their

businesses. The Board currently delegates all operational matters

to the Chairman except for those matters reserved to the Board. The

Chairman in turn uses the Executive Committee to help deliver on

operational matters. The Executive Committee comprises the

Chairman, Divisional CEOs, Interim Chief Financial Officer, Chief

People Officer and Group Company Secretary. Other individuals

attend by invitation of the Chairman.

Matters reserved for the Board

The Board has a schedule of matters reserved for its approval

which includes:

– Setting the Group’s strategy, objectives, and review and

approval of annual budgets.

– Reviewing of progress against strategy and budgets.

– Approval of financial results.

– Changes in Board composition including any key roles

on advice from the Nominations Committee.

– Consideration of mergers, acquisitions and disposals.

– Approval of material litigation.

– On advice of the Audit Committee, the operation and

maintenance of the Group’s risk appetite and profile.

– Setting the Group’s purpose, values and culture.

– Oversee restructuring initiatives for the Group.

Executive Committee activities during 2024

– Collectively responsible for the daily operation of the

Group’s Divisions.

– Developed the Group’s strategy and budget for approval

by the Board.

– Reviewed the financial positions of all key areas of the business.

– Monitored operational and financial results against plans

and budgets.

– Reviewed regulatory and legal developments.

– Reviewed and approved capital expenditure within the delegated

authority’s framework.

– Oversaw the Group’s HR policies and practices.

– Monitored and measured the effectiveness of risk management

and various control procedures.

– Oversight of the Group’s health and safety performance.

Divisional CEOs

– Support the Chairman in developing and executing strategy.

– Lead the Divisional operational and financial performance.

– Manage, motivate and develop employees.

– Develop business plans in collaboration with the Board.

– Oversee daily activities throughout the Group.

– Ensure that the policies and procedures developed and set

by the Board are communicated and adopted across the Group.

– Help to foster the Group’s culture throughout the organisation.

Sean Glithero

Interim Chief Financial Officer

– Supports the Chairman in developing and implementing strategy.

– Provides financial and risk control leadership to the Group

and guides the Group’s business and financial strategy.

– Responsible for financial planning and analysis, financial reporting,

and tax and treasury as well as IT.

– Oversees the capital structure of the Group.

– Engages with shareholders alongside the Chairman.

Jon Bolton

Group Company Secretary

– Secretary to the Board and its Committees.

– Ensures compliance with Board procedures.

– Provides advice on regulatory and governance matters to the Board

and senior management.

– Oversees the Company’s governance framework.

Board roles and the division of responsibilities continued

Corporate Governance Financial StatementsStrategic Report

Composition, succession and evaluation

Overview

The Nominations Committee is responsible for monitoring Videndum’s

Board, its Committees and senior management to ensure that they have

the appropriate breadth and balance of skills, knowledge and experience

to lead the Group effectively, both now and in the future.

Nominations Committee

The Nominations Committee comprises the following members:

Stephen Harris (Chairman)

Caroline Thomson, Richard Tyson, Anna Vikström Persson, Graham

Oldroyd, Polly Williams and Eva Lindqvist (appointed 1 April 2025).

Role of the Nominations Committee

Ensure the right balance and composition of the Board, which includes

size of the Board, skills, knowledge, experience and diversity, ensuring

that it remains relevant and appropriate and making any

recommendations to the Board regarding any changes.

Lead the process with respect to appointments to the Board, including

the role of the Chairman.

Succession planning for the Board, including Committee Chairs,

and senior management including recruitment, talent development and

identification of potential candidates internally or externally

and making such recommendations to the Board.

The Videndum Board comprises individuals that collectively

have a range of skills and experience including the following:

– International commercial experience

– Technology and e-commerce

– B2B and B2C markets

– Broadcast and photographic experience

– Marketing/digital marketing

– Finance and accounting

– Manufacturing

– Listed company best practice

– Corporate development and private equity

– People and culture

– ESG

Each Director brings separate skills and experience to the Board, having

served in companies of varying size, complexity and market sector.

When combined, these skills give the Board a rounded and

comprehensive set of skills and experience. The Nominations Committee

continues to monitor Board structure and succession plans, including

internal talent development and succession plans of senior management

below Board level.

Board gender diversity

Male: 3

Female: 4

Board tenure

0-5 years: 5

5-7 years: 1

7 years +: 1

As at the date of signing of this Report, the Board’s composition

and tenure is as follows:

Videndum plc

Annual Report and Accounts 2024

Nominations Committee Chairman’s letter

Dear Shareholder

The Nominations Committee is

responsible for setting and monitoring

the Board’s balance of skills, experience

and knowledge in order to provide the

diversity of thinking and perspective

required to provide effective leadership.

The Nominations Committee operates

under terms of reference that are

available on our website.

Succession planning and Director

appointments

An important area of work for the Nominations

Committee under my Chairmanship is

succession planning around the Board and

senior management across the Company.

Significant and important change took place

in 2024 as we continue the need to have a

management team with the right skills and

experience to operate the business. In 2024, the

Committee considered Board composition and

made recommendations on this to the Board.

As Chairman of the Nominations Committee,

I lead the Committee in the process of

reviewing the structure, size and composition

(including skills, knowledge, experience

and diversity) of the Board and in making

recommendations to the Board with regard

to any changes. This covers succession planning

for Directors and senior executives in the

Group. Currently, the main priority for the

Committee is the search for a new Group

Chief Executive. I am leading that process with

the support of an external executive search

consultant and the Committee will in due

course make a recommendation to the Board.

Once the Board has identified the need for

a new Director, I as Chairman, engage the

support of an external executive search

consultant to facilitate the search. A clear

brief on the role is drafted with the skills and

personal attributes that the Board is looking

for and taking into account Board diversity.

This is followed up with a search process to

identify suitable candidates. Initial candidate

interviews are held with myself as Chairman,

and the Non-Executive Directors, where

appropriate. Following this, a shortlist is

created, taking into account the skills of

each candidate and perceived cultural fit with

the Board and senior management. Following

further meetings a preferred candidate would

be chosen and each member of the Board

would then meet with, or speak to, the

preferred candidate individually to ensure

that a person with the right skills, diversity

and dynamic fit with the Board was appointed.

This same process would occur whether the

role was Executive or Non-Executive in nature.

However, if the search was for the role of

Chairman, the search would be conducted

by the Senior Independent Director with the

support of the Board. Subject to the outcome

of each search, a formal recommendation

on an appointment is made by the Nominations

Committee to the Board for approval.

The Nominations Committee used the services

of Russell Reynolds in 2024 and followed the

process above for the recruitment of Polly

Williams. Polly Williams joined the Board on

1 July 2024 as an independent Non-Executive

Director and Chair of the Audit Committee.

Polly Williams has undertaken an induction

to the Group, involving site visits and meeting

with senior management and advisors.

We announced on 19 March 2025 the

appointment of Eva Lindqvist as a new

Non-Executive Director who joined the Board

on 1 April 2025. Eva’s recruitment followed

the same process as that outlined above.

The Nominations Committee oversaw the

change in Executive management, which saw

the departure of Stephen Bird as Group Chief

Executive and Andrea Rigamonti as Group

Chief Financial Officer, both with effect

from 25 October 2024.

Sean Glithero joined Videndum with effect

from 28 October 2024 to lead the finance

function as the Interim Chief Financial

Officer. Sean’s selection and appointment was

overseen by the Nominations Committee and

follows a similar process as outlined earlier.

Diversity and inclusion

The Nominations Committee and the Board

consider the issue of diversity for every

appointment. The objective is to ensure that

the Board appoints the best person for every

role and to optimise the collective Board

strength. As part of this, the Board has

adopted the following policy on diversity

and inclusion, which is the same for the

Board and all its Committees.

Videndum recognises the importance of

a fully diverse and inclusive workforce in

the successful delivery of its strategy. The

effective use of all the skills and talents of

our employees is encouraged and this extends

to potential new employees. It is essential

that the best person for the job is selected

regardless of race, gender, religion, age, sexual

orientation, physical ability or nationality.

Videndum is fully committed to equal

opportunity where talent is recognised.

The Board keeps under regular review the

issue of diversity including at Board and senior

management level and throughout the entire

workforce, taking into account, among other

things, Lord Davies’ review, Women on

Boards, the Hampton-Alexander review,

FTSE Women Leaders and the Parker and

McGregor-Smith reviews on ethnic diversity.

We report upon this issue annually in our

Annual Report. Our Diversity and Inclusion

Policy is available on our website: videndum.

com/responsibility/our-people/.

Our Diversity and Inclusion (D&I) Strategy

is built on clear, actionable goals to create

Stephen Harris

Chairman of the Nominations

Committee

Corporate Governance Financial StatementsStrategic Report

Engagement with key stakeholders

During 2024, we engaged with several

major shareholders on Board succession

matters. We used the feedback received

to help shape our succession planning.

Committee performance

The performance of the Nominations

Committee was considered through the

annual Board evaluation process, which in

2024 was the subject of an internal review.

From the responses provided, it was found

that the Committee was well-managed and

effectively covered Board and senior executive

succession plans. In conclusion, it was found

that the Nominations Committee was

operating effectively.

Stephen Harris

Chairman of the Board and Nominations

Committee Chairman

30 April 2025

meaningful change. Our policy is displayed on

our website, demonstrating our commitment.

Our Code of Conduct reinforces our strategy,

prohibiting any form of discrimination.

Under the Listing Rules, there is a requirement

to disclose gender and ethnic diversity at

Board and executive management level. The

following tables set out the gender and ethnic

diversity of both the Board and the Executive

Committee as at 31 December 2024.

As at 31 December 2024, the roles of

Chairman, Senior Independent Director and

Chief Financial Officer are occupied by men.

While the Listing Rules set an expectation

that one of these roles is to be occupied by

women, that at least 40% of individuals on

the Board of Directors are women and that at

least one individual on the Board of Directors

is from a minority ethnic background. The

Board and Nominations Committee has to

plan succession over a period of time and to

appoint the best person for the role,

irrespective of gender, race or any other

characteristic. The Board, as at the signing

of this Report, comprises 57% women. This

follows the appointment of Polly Williams in

July 2024 and Eva Lindqvist on 1 April 2025.

One Director – Anna Vikström Persson –

identifies as being from a minority

ethnic background.

The Chairs of both the Remuneration and

Audit Committees are currently occupied

by women – Caroline Thomson and Polly

Williams, respectively. The Board and

Nominations Committee will have this issue

in mind when planning succession around

roles on the Board going forward. The Board

comprises a diverse mix of international

backgrounds including UK and Swedish

nationals.

The information set out in the tables below

was collected by the Group Company

Secretary requiring each member of the Board

and Executive Committee to complete forms

identifying their gender and ethnicity in

accordance with the Listing Rules as at

31 December 2024.

Reporting table on gender representation

Number of

Board members % of the Board

Number of senior positions on

the Board (Chair, CEO, SID, CFO)

Number in Executive

management

% of Executive

management

Men 3 50% 3 5 83%

Women 3 50% 0 1 17%

Reporting table on ethnicity representation

Number of

Board members % of the Board

Number of senior positions on

the Board (Chair, CEO, SID, CFO)

Number in Executive

management

% of Executive

management

White British or other White

(inc. minority-white groups)

5 86% 3 6 100%

Mixed/Multiple ethnic groups 0 0% 0 0 0%

Asian/Asian British 1 14% 0 0 0%

Black/African/Caribbean/Black British 0 0% 0 0 0%

Other ethnic group 0 0% 0 0 0%

Videndum plc

Annual Report and Accounts 2024

Nominations Committee report

Key activities of the Nominations Committee

Page(s)

Board succession and appointment process of new Non-Executive Directors 62

Performance of the Nominations Committee 61

Board composition 48 and 49

Diversity and inclusion 60

Board and Committee evaluation 63

Appointments

Under the Company’s Articles, the Board has the power at any time, and from time to time, to appoint any person to be a Director, either to fill a

casual vacancy or as an addition to the existing Board, subject to a maximum number of 15 Directors. Any Director so appointed holds office only

until the next AGM and shall then put themselves forward to be reappointed by shareholders. As at the date of the signing of this Report, the current

Board comprises an Executive Chairman and six independent Non-Executive Directors. Details of their appointments are set out below:

Chairman or Non-Executive Director Appointment date First renewal of term Second renewal of term Subsequent renewal of term

Stephen Harris (Chairman) 9 November 2023 9 November 2026 9 November 2029 Annually from

9 November 2030 onwards

Caroline Thomson (will not seek

reappointment at the 2025 AGM)

1 November 2015 1 November 2018 1 November 2021 Annually from

1 November 2022 onwards

Richard Tyson 2 April 2018 2 April 2021 2 April 2024 Annually from

2 April 2025 onwards

Anna Vikström Persson 1 May 2023 1 May 2026 1 May 2029 Annually from

1 May 2030 onwards

Graham Oldroyd 12 October 2023 12 October 2026 12 October 2029 Annually from

12 October 2030 onwards

Polly Williams 1 July 2024 1 July 2027 1 July 2030 Annually from

1 July 2031 onwards

Eva Lindqvist 1 April 2025 1 April 2028 1 April 2031 Annually from

1 April 2032 onwards

Corporate Governance Financial StatementsStrategic Report

The Chairman and the other Non-Executive

Directors are appointed for an initial period

of three years which, with the approval of

the Nominations Committee and the Board,

would normally be extended for a further

three years. If it is in the interests of the

Company to do so, appointments of the

Chairman and Non-Executive Directors

may be extended beyond six years, with the

approval of the Nominations Committee, the

Board and the individual Director concerned,

subject to annual reappointment by

shareholders.

Under the Company’s Articles, each Director

is required to stand for annual reappointment

at every AGM. The annual renewal of terms

for a Non-Executive Director will take into

account ongoing performance, continuing

independence and the needs and balance of

the Board as a whole. The explanatory notes

in the AGM Notice state the reasons why the

Board believes that the Directors proposed

for re-election should be reappointed.

Caroline Thomson will not be seeking

reappointment at the Company’s 2025 AGM

and will cease to be a Director at the

conclusion of the 2025 AGM.

Director induction

Upon appointment, each Director is provided

with a tailored induction to the Group.

This includes meeting with senior Head Office

and Divisional management, meeting the

Company’s main external advisors as well as

the external auditors, and visits to operational

facilities in the Group. The Group Company

Secretary coordinates this induction process.

Board training

Ongoing training for new and existing

Directors is available on request. Directors

receive details of relevant training and

development courses from both the Group

Company Secretary and from the Company’s

advisors. Any requests for training are

discussed at Board or Committee meetings

and we ensure that each Director has the

required skills and knowledge to enable them

to operate efficiently on the Board. The Group

Company Secretary maintains a register of

training undertaken by Directors to facilitate

this discussion. During 2024, the Board

collectively received training sessions on

product technology, cyber security, investor

relations, ESG matters and the broadcast

and photographic markets as well as

accounting and legal updates from the

Company’s external auditors and legal

advisor. The Board also receives regular

written updates on governance, regulatory

and financial matters as they are published.

Time commitments

All Directors demonstrated strong time

commitment to their roles on our Board and

Committees and their attendance at meetings

is set out on page 54 of this report. Due to the

pressures on the business in 2024, there were a

number of short notice Board and Committee

meetings and all Directors accommodated

these meetings where possible.

The Directors have also given careful

consideration to their external time

commitments to confirm they are able

to devote an appropriate amount of time

to their roles on our Board and Committees.

The Nominations Committee reviews on an

ongoing basis Directors’ time commitments

and confirms that they are fully satisfied

with the amount of time each Director

devoted to the business.

Board and Committee evaluation 2024

In 2024, an internal Board evaluation was

conducted and consisted of the following:

– Evaluation of the performance

of the Board;

– Evaluation of the performance of the

Audit, Remuneration and Nominations

Committees; and

– Evaluation of the Chairman.

The evaluation was carried out by way

of Directors completing a series of

questionnaires coordinated by the Chairman

and Group Company Secretary and the

following points came out of the evaluation:

Performance and strategy:

– Challenges in 2024 put the Board and

business under increased stress which

continued to impact performance and

progress.

– Further work around strategy, particularly

emerging market dynamics (including

artificial intelligence (“AI”)) is needed.

– The Board felt that strong action was

to be taken to restructure the business

with a more resilient and lower cost base,

sustainable against lower revenues.

Governance:

– Governance is satisfactory, but further

work is needed around risk management

particularly at macro market levels and

risk around cyber security.

– The Board remained informed about the

views of employees notably through the

Non-Executive Director responsible for

employee engagement.

Priorities for 2025:

– Restructure the business with a more

resilient and lower cost base.

– Undertaking a detailed review of Group

strategy in light of market dynamics and

shaping the business accordingly.

– The recruitment of new executive

leadership.

– Deliver a stable and strong management

team and business environment.

– Develop a stronger controls framework.

The last externally facilitated evaluation was

in 2021 and the Chairman will consider the

next opportune time to carry out a future

externally facilitated evaluation.

Videndum plc

Annual Report and Accounts 2024

Audit, risk and internal control

Overview

The Audit Committee plays a pivotal role in the Group’s governance framework, providing sound independent oversight of the Group’s financial

reporting mechanisms, system of internal controls to safeguard shareholders’ investments and the Company’s assets and employees. Furthermore,

it manages the relationship with the external auditors to assess their effectiveness and to annually assess their independence and objectivity.

Audit Committee

The Audit Committee comprises solely independent Non-Executive Directors of the Company namely:

Polly Williams (Chair). Polly was appointed as Chair of the Audit Committee upon her joining the Company on 1 July 2024.

Richard Tyson, Caroline Thomson, Anna Vikström Persson, Graham Oldroyd and Eva Lindqvist.

Other members of the Board, Interim Chief Financial Officer, Executive Committee and other senior management including the Head of Group Risk

Assurance, the Group Head of Tax, the Group Head of IT and Cyber Security, and the Company’s external auditors, PwC, attend meetings of the Audit

Committee by invitation only.

Role of the Audit Committee

Financial reporting

– Ensures the financial integrity of the Group through the regular

review of its financial processes and performance.

– Reviews and approves the financial statements in the Annual

Report and Accounts, and that the Annual Report, taken as a whole,

is fair, balanced and understandable and complies with

all applicable UK legislation and regulation as necessary.

– Advises the Board on the Group’s viability and going concern status.

– Reviews the appropriateness of accounting policies and practices.

– Ensures that the Group has appropriate risk management

and internal controls, through the oversight of the internal

audit function.

– Oversees the preparation of TCFD disclosures.

External audit

– Manages the relationship with the external auditors, reviewing the

scope and terms of its engagement and monitors its performance

through regular effectiveness reviews.

– Reviews and monitors the objectivity and independence of

the external auditor, including provision of non-audit services.

Role of the Audit Committee

Financial risks

– Oversees and reviews controls relating to financial risks and

risks relating to finance IT systems including cyber security.

– Reviews the operational effectiveness of key controls in place

to manage financial risks.

Governance and best practice

– Keeps up to date with developments regarding control environment

through updates from the external auditors.

– Keeps in touch with shareholders’ sentiments through updates and

advice from the Company’s brokers.

– Ensures that an appropriate whistleblowing service is in place

for employees and third parties.

– Oversees third-party reputational risks and anti-bribery

procedures.

Corporate Governance Financial StatementsStrategic Report

Audit Committee Chair letter

The Audit Committee has completed a

thorough review of all the key accounting

judgements and estimates and has supported

the amendments proposed by the Interim

Chief Financial Officer and the finance team

to those key assessments, including reviewing

the key assumptions underlying the base case

and the severe but plausible downside case.

These are set out clearly on page 68. This

has been a challenging process and required

significant input from the Committee as well

as input from the external auditors. However,

the Committee and Board have also concluded

that a material uncertainty remains in relation

to Going Concern and that is discussed further

in the body of the report.

The Audit Committee maintained strong

oversight of the Group’s internal controls and

risk management framework throughout the

year ensuring that these critical processes

operated effectively and provided a sound

basis for financial reporting. However, whilst

these controls may have been sufficient in

prior years, the current financial position has

required additional granularity of information

and the creation of additional financial

reporting and metrics. When testing of the

internal controls had identified remedial action,

the Audit Committee has monitored the

completion of those actions. The Audit

Committee also considered, on a regular basis,

the potential for fraud in revenue recognition,

scope for management override of controls and

compliance with legislation and regulations.

The Audit Committee has also reviewed the

disclosure within the Annual Report and

recommended to the Board that Annual

Report represents a true and fair view,

is compliant with applicable accounting

standards and legislation and, taken as a

whole is fair, balanced and understandable.

Deloitte LLP ceased to act as external auditors

of the Group at the conclusion of the 2024

AGM on 19 June 2024. As previously reported,

the Audit Committee, on behalf of the Board,

conducted a formal audit tender process, which

included gathering information, and receiving

presentations and technical demonstrations

of audit techniques and processes from various

audit firms during 2023. The Audit Committee

and the Board unanimously agreed that

PricewaterhouseCoopers LLP (PwC) should

become the successor external audit firm

and they were duly appointed by shareholders

at the 2024 AGM. Jennifer Dickie is the lead

PwC engagement partner. PwC were able

to observe the 2023 year end process and the

Committee have worked with PwC to ensure

a smooth transition through reporting on the

half year results for 2024 and now the 2024

Annual Report.

Any cases of whistleblowing in the Group

are notified to me, as well as the Chairman

and Group Company Secretary unless they

are mentioned. All cases are investigated

Dear Shareholder

I am pleased to present our report for the

year ended 31 December 2024 and my first as

Chair of the Audit Committee. I would like to

thank my predecessor, Erika Schraner, for her

leadership of the Audit Committee through

some challenging times for the business.

Unfortunately those challenges have

continued and the Audit Committee has

been very active in a number of areas over the

last 12 months. Clearly the Audit Committee

maintains a critical role in ensuring the

integrity and transparency of the Group’s

financial reporting, as well as overseeing the

effectiveness of the Group’s internal control

and risk management systems. This year has

also seen the change of external auditors

as well as a change in the Interim Chief

Financial Officer with the appointment

of Sean Glithero.

This report will provide shareholders with

the following information:

– The Audit Committee’s principal

responsibilities and its governance;

– Key activities of the Audit Committee,

including regular or annual review items

and current areas of focus;

– The change in external auditors, their

induction and the level of fees proposed,

including any non-audit work;

– Review of the significant estimates and

judgements;

– Review of the internal audit process; and

– Review of the risk management framework

and compliance therewith.

thoroughly internally or with the support

of independent third party service providers

as necessary. Outcomes are reported to me

and remedial actions taken as appropriate.

The Board is kept abreast of any whistleblowing

reports and outcomes of any investigations

while recognising the confidential nature

of the process and the need to protect the

individual’s right to anonymity. There were

six whistleblowing reports during 2024.

The performance of the Audit Committee

was considered through the annual Board

evaluation process, which in 2024 was the

subject of an internal review. From the

responses provided, I am pleased to report

that the Audit Committee was found to be

operating effectively with rigorous challenge

from the Audit Committee members.

Significant time had been given to debate

on risk assurance throughout the Group,

including controls, cyber security and

required improvements.

I would welcome questions from shareholders

on the Committee’s activities and if shareholders

wish to discuss any aspect of this report, they

can do so via the Group Company Secretary.

I will be present at the Company’s 2025 AGM

and will be happy to answer any questions

from our shareholders at that meeting or

informally at any other time.

Polly Williams FCA

Audit Committee Chair

30 April 2025

Polly Williams

Audit Committee Chair

Videndum plc

Annual Report and Accounts 2024

– The responsibilities of senior management

in each Division to manage existing and

emerging risks within their businesses are

periodically reinforced by the Executive

Committee.

– Major strategic, operational, financial,

regulatory, compliance and reputational

risks are assessed during the annual

long-term business planning process around

mid-year. These plans and the attendant

risks to the Group are reviewed and

considered by the Board.

– Large financial capital projects, property

leases, product development projects,

significant restructuring and all acquisitions

and disposals require advance Board

approval.

– The process by which the Board reviews the

effectiveness of internal controls has been

agreed by the Board and is documented in

line with FRC guidance. This involves regular

reviews by the Board via recommendations

presented by the Audit Committee of the

major business risks of the Group, including

emerging risks, together with the controls

in place to mitigate those risks. In addition,

each Division conducts a self-assessment of

its internal controls. Every year, the results

of these assessments are reviewed by the

Head of Group Risk Assurance who provides

a report on the status of internal controls

and internal controls self-assessment to

the Interim Chief Financial Officer and the

Chair of the Audit Committee. The Board

is made aware of any significant matters

arising from the self-assessments. The risk

and control identification and certification

process is monitored and periodically

reviewed by Group financial management.

– A register of risks facing the Group, as

well as each individual business, and an

evaluation of the impact and likelihood

of those risks is maintained and updated

regularly by the Head of Group Risk

Assurance. The Group’s principal risks and

uncertainties and mitigation for them are set

out on pages 18 to 23 of this Annual Report.

– At the end of 2023 the Group implemented

an IT software solution to track specific

risks and mitigating controls/actions.

This is used to enable a continuous review

of risks throughout the year.

The Board has established a control

framework within which the Group operates.

This contains the following key elements:

– Strategic planning process, including horizon

scanning, identifying key actions, initiatives

and risks, including emerging risks and

opportunities, to deliver the Group’s

long-term strategy. This involves a

comprehensive review of macroeconomic ,

social and political trends. The Group has

identified artificial intelligence as an

Audit Committee report

How the Committee operates

The Audit Committee is composed solely of

independent Non-Executive Directors who

collectively have a wide range of skills and

experience including finance and accounting,

leadership, and technology. The Board is

satisfied that Polly Williams has appropriate

recent and relevant financial experience.

The schedule of Audit Committee meetings

is built around the key dates in the financial

reporting and audit cycle. During 2024, the Audit

Committee met on four scheduled occasions,

in February, June, August and December.

There were four additional short notice Audit

Committee meetings also held during the year

to consider and recommend to the Board for

approval the delayed 2023 full-year financial

results, engagement of PwC, the review and

recommendation to the Board for the approval

of the half-year financial statements following

a delay from the scheduled August 2024 meeting

and audit planning ahead of the 2024 year-end.

The Chair reviews the agenda for every meeting

with relevant executives and advisors, together

with the annual programme to ensure that all

aspects of the Terms of Reference are covered

within an appropriate timeframe. Papers are

circulated in advance of the Audit Committee

meeting and regular attendees included the

Chairman, Interim Chief Financial Officer, Group

Financial Controller, Heads of IT, Risk and Tax

and the Group and Deputy Company Secretary.

The Audit Committee meets privately with

the external auditors at least annually.

Meetings of the Audit Committee are held in

advance of the main Board meetings to allow

the Committee Chair to provide a report on the

key matters discussed to the Board, and for the

Board to consider any recommendations made.

All of this, along with ongoing challenge, debate

and engagement, allows the Audit Committee

to discharge its responsibilities effectively.

Risk management and control

The Audit Committee formally reviews the

effectiveness of the Group’s internal controls

twice a year including controls over prevention

and detection of fraud. The review encompasses

both the design and evidence of operating

effectiveness of those controls.

The Audit Committee and subsequently the

Board, have completed a robust assessment

of the Company’s emerging and principal risks

and has adopted a risk-based approach to

establishing the system of internal controls. The

application and process followed by the Board

in reviewing the effectiveness of the system of

internal controls during the year were as follows:

– Each Division is charged with the ongoing

responsibility for identifying the existing

and emerging risks it faces and for putting

in place procedures to monitor and manage

those risks. This includes climate change

risks identified at a site level.

emerging risk and opportunity, which may

also affect demand for specific products

within the Group. This risk is being monitored

proactively. The threat of geopolitical

instability was also identified as an emerging

risk, in particular the issue of tariffs which is

fast moving and recent and affects several

risk areas. There is a risk that a prolonged

trade war increases the risk of recession.

The Group is carefully monitoring

developments in this area, and has identified

and already started to implement some

mitigating strategies, in order to proactively

respond to this emerging issue.

– Organisational structure with clearly

defined lines of responsibility, delegation

of authority and reporting requirements.

– Defined expenditure authorisation levels.

– Operational review process covering all

aspects of each business conducted by the

Executive Committee on a regular basis

throughout the year.

– Comprehensive system of financial

reporting including weekly flash reports,

monthly reporting, quarterly forecasting

and an annual budget process. The Board

approves the Group budget, forecasts and

strategic plans. Monthly actual results are

reported against prior year, budget and

latest forecasts, and are circulated to the

Board. These forecasts are revised where

necessary but formally once every quarter.

Significant changes and adverse variances

are reviewed by the Chairman and

Executive Committee and remedial action

is taken where appropriate. Group tax

and treasury functions are coordinated

centrally. There is regular cash and treasury

reporting to Group financial management

and monthly reporting to the Board on

the Group’s tax and treasury position.

– The Group has continued to place

significant emphasis on the Company’s

liquidity position and cash flow forecasting

processes. The Audit Committee

acknowledges the importance of robust

cash flow monitoring to maintain sufficient

liquidity to meet its operational and future

covenant obligations. In January 2025,

management commenced a weekly process

of preparing a rolling 13-week cash flow

forecast to provide management with

enhanced visibility. The Audit Committee

challenged management over the

preparation, review, and approval of

cash flow forecasts. These forecasting

mechanisms support prudent liquidity

management and enhance financial

resilience. This system has been in place

for the year under review and to the date

of approval of the Annual Report.

The Audit Committee is satisfied that an

adequate framework is in place to manage

risks and internal controls, however some

Corporate Governance Financial StatementsStrategic Report

further improvements will be made in 2025 as the Group responds

to the 2024 UK Corporate Governance Code, and further strengthens

its risk management processes.

The Board carries out a periodic assessment of the Group’s risk

appetite, which includes the identification of the risk thresholds against

each organisational objective. Key elements of the risk appetite (for

example, our commitment to innovation, compliance and sustainability

practices) are summarised in the overview section of the Principal risks

and uncertainties.

Accounting policy review

The Group Finance team oversees the application of the accounting

policy. To strengthen the process, the controls around financial

reporting were enhanced in that a formal Group dispensation is

required to be obtained by business units, at interim and year-end,

for any deviations from the accounting policy. This includes, inter alia,

instances where the standard methodology for calculating provisions

is not adhered to for any reason.

The Group accounting policy is regularly reviewed and some changes

were made at the end of 2024 to improve consistency between the

divisions. Significant amendments have been made to the accounting

estimates and judgements including the carrying value of goodwill

and other intangible assets as set out in the table below. The Audit

Committee has reviewed these in detail and the relevant disclosures

including the use and prominence of alternative performance measures.

The Group Financial Controller performs a review of revenue recognition

and revenue-cut off across the Group at interim and year-end. This

further enhances the controls relating to financial reporting.

Internal audit

Internal audit is independent of management and has a reporting line

to the Chair of the Audit Committee, providing independent and objective

assurance and advice on the adequacy and effectiveness of governance

and risk management. An internal audit plan for 2024 was prepared

and agreed with the Audit Committee at its March 2024 meeting and

progress against the internal audit plan was tracked throughout the year.

The Head of Group Risk Assurance conducted several internal audits

and additional assurance reviews during 2024, the details of which were

presented to the Audit Committee. The internal audits included reviews

of the appropriateness and effectiveness of controls within the Group

including, but not limited to purchasing and payments, sales and cash

collection, inventory management, accounting and reporting, human

resources, and IT systems and processes. Internal audit findings,

including control improvement observations, and the status thereof,

are reported to the Audit Committee.

The internal audit plan is based on a review of the Group’s key risks

which are considered high risk or have not been subject to a recent

audit. During the internal and external audits, a number of control

findings were identified.

The Audit Committee reviews the output of the internal audit function

to assess the quality of deliverables and breadth of assurance provided.

In early 2024, resource in the internal audit function was expanded by one

headcount and through the use of an internal audit co-source provision.

External audit

As noted previously, after a thorough tender process, PwC were

appointed external auditors at the 2024 AGM.

Audit independence and fees

The Audit Committee reviews reports on the audit firm’s own internal

quality control procedures together with the policies and processes for

maintaining independence and monitoring compliance with relevant

requirements. PwC have confirmed its independence as external

auditors of the Company in a letter addressed to the Directors.

The fees payable for 2024 and previous years are as follows:

2024 2023 2022 2021 2020

Fees payable to external

auditors for the audit of

the Company’s financial

statements

£1.2m £1.4m £0.9m £0.5m £0.2m

Fees payable to external

auditors for audit

of subsidiaries

£1.2m £1.0m £0.8m £0.8m £0.5m

Fees related to corporate

finance transactions

£nil £0.9m £nil £nil £nil

Fees related to non-audit

services

£0.3m £0.5m £0.1m £0.1m £0.1m

Total fees payable

to external auditors

£2.7m £3.8m £1.8m £1.4m £0.8m

The primary drivers for the incremental audit work resulted from enhanced

work around going concern and the associated disclosure, extended work

on adjusted items, enhanced procedures around revenue following its

elevation to a key audit matter, and a lower materiality and threshold being

applied by Deloitte to perform their testing. Additionally, non-audit fees

were paid to Deloitte for their role as the Reporting Accountant in 2023.

Non-audit services

As required by the Code, the Audit Committee has a formal policy

governing the engagement of our external auditors, PwC, to supply

non-audit services and to assess the threats of self-review, self-interest,

advocacy, familiarity and management. Written permission must be

obtained from the Chair of the Audit Committee and Interim Chief

Financial Officer before the external auditors are engaged for any

non-audit work. There is a cap on permissible non-audit services of

a maximum of 70% of the average of the fees paid in the last three

consecutive financial years for the external audit services. The policy

ensures that any non-audit work provided by PwC does not impair

their independence or objectivity and is divided into two parts:

During 2024, the non-audit services policy was followed with no exceptions.

During 2024, £0.3 million (2023: £0.5 million) was paid to PwC and Deloitte

(2023) respectively in relation to the non-audit work compared to an

audit fee of £2.4 million (2023: £2.4 million). This non-audit work mainly

comprised the review of the half yearly financial statements and additional

assurance-related services.

External auditor’s effectiveness

The effectiveness of the external auditors and the audit process is

assessed by the Audit Committee, which meets the audit partner

and senior audit managers regularly through the year. Annually, the

Audit Committee assesses the qualifications, expertise, resources

and independence of the Group’s external auditors, as well as the

effectiveness of the audit process through discussion with the

Executives. The Chair of the Audit Committee also meets with the

PwC engagement partner.

The Audit Committee is satisfied that the external audit process for

2024 was effective in meeting governance requirements and fully

addressing audit risk areas.

2024 Annual Report and Accounts – fair, balanced

and understandable

The Audit Committee provides assurance to the Board that the Annual

Report, taken as a whole, is fair, balanced and understandable,

and provides the information necessary for shareholders to assess

the Group’s position, financial performance, business model and strategy.

The Audit Committee concentrated its review of the full year results on

Videndum plc

Annual Report and Accounts 2024

the financial statements only and the process which underpinned

the drafting of the Going Concern and Viability statement. The Board

understands the Audit Committee’s review process and reviews the

Annual Report to ensure that it is fair, balanced and understandable.

The contents of the financial statements and the Going Concern and

Viability statements were reviewed by the Audit Committee at the

23 April 2025 meeting. The Board as a whole is responsible for preparing

the Annual Report and Accounts. The Audit Committee reported to the

Board that, based on its review of the evidence, it was satisfied that the

Annual Report and Accounts, taken as a whole, is fair, balanced and

understandable, and provides the information necessary for shareholders

to assess the Group’s performance, business model and strategy.

Significant accounting issues

Significant accounting issues and judgements are identified by the finance

team, or through the external audit process and are reviewed by the

Audit Committee. The significant issues considered by the Audit Committee

in respect of the year ended 31 December 2024 are set out below:

Significant

accounting issue How it was addressed

Going concern The Audit Committee considered whether it was appropriate to prepare the financial statements on a going concern basis. Management prepared

a number of severe but plausible downside scenarios. Management presented and discussed the forecasts with the Audit Committee and noted that there

is a possibility under certain scenarios whereby the Group’s covenants are breached. The material uncertainty relates to the fact that, as a result of the

financial projections, under the severe but plausible scenario, multiple breaches of the Group’s covenants are forecast within 12 months from the approval of

these financial statements. Furthermore, without additional sources of funding or new measures to improve the liquidity situation the business would have

insufficient liquidity to operate from the first quarter of 2026. If a covenant breach occurred, or additional liquidity beyond the liquidity cap be required, the

Group would have the opportunity to renegotiate the terms of the RCF or obtain a covenant waiver. However, as would be the case in any liquidity or

covenant amendment request, funding to the Group could be withdrawn and additional liquidity or covenant relief not granted. Should the severe but

plausible scenario come to pass, it would jeopardise the ability for the Group to successfully complete its planned refinancing prior to the end of September

2025. This could potentially mean the lenders exercising their right to default the RCF in October 2025 if a satisfactory agreement could not be reached to

deleverage the Group.

The Board has concluded that these financial projections, and risk of a negative tariff related outcome, do indicate the existence of a material uncertainty

which may cast significant doubt over the Group’s ability to continue as going concern. The financial statements do not include the adjustments that would

result if the Group were unable to continue as a going concern. Refer to section 1 on page 116 for further information. The forecast was performed through

to 2026. The Board concluded that it is was appropriate to prepare the financial statements on a going concern basis.

Goodwill

and acquired

intangibles

The Audit Committee critically reviewed management’s assessment of goodwill and acquired intangible assets tested for impairment. The

challenge was around management’s assessment, including the forecast and key drivers such as the discount rate and long-term growth rate.

Further information that they have challenged on is disclosed in Note 3.1 Intangible assets on page 136. The external auditors also presented their

assessment. During 2024, goodwill was impaired by £46.0 million (2023: £nil). There were no impairments recorded against acquired intangibles

(2023: £15.8 million). The Audit Committee concurred with management’s assessment.

Capitalisation of

development

costs

The Audit Committee considered whether the development costs capitalised during the year complied with IAS 38. Management presented a list of the

key projects that had been capitalised, along with an assessment of future profitability to support the value on the Balance Sheet. The external auditors

also presented their findings. The Audit Committee agreed with management’s accounting treatment and related disclosures.

Deferred tax The Audit Committee critically reviewed management’s derecognition of deferred tax assets. During 2024, the Group fully derecognised the

deferred tax asset of £62.6 million. Management considered the FRC Thematic review published in September 2022 in relation to IAS 12 and

has increased disclosures surrounding the deferred tax asset derecognition. The external auditors also presented their assessment. The Audit

Committee concurred with management’s assessment.

Working capital

valuation

The Audit Committee critically reviewed the carrying value of the Group’s working capital. This took into account management’s assessment of the

appropriate level of provisioning including collectability of receivables and inventory obsolescence throughout the year and with special emphasis on the

2023 year-end process. With regard to inventory, the gross levels held by inventory type, the provisions recorded against obsolescence, and inventory days

analysis were also presented to the Audit Committee. In addition, the external auditors presented their findings with regard to the key audit testing over

working capital covering all the major locations. The Audit Committee concurred with management’s assessment of the Group’s working capital position.

Refer to section 3.3 on page 141 for further disclosure and quantification around working capital.

Provisions

and liabilities

The Audit Committee considered the judgemental issues relating to the level of provisions and other liabilities. The more significant items include

restructuring, tax-related, and grant repayment provisions, and taxation. For each area management presented to the Audit Committee the key

underlying assumptions and key judgements and, where relevant, the range of possible outcomes. The external auditors also presented on each of these

areas and their assessment of these judgements. The Audit Committee has used this information to review the position adopted in terms of the amounts

charged and recorded as provisions, acknowledging the level of subjectivity that needs to be applied. The Audit Committee has agreed with the

conclusions reached by management and the associated disclosure in the financial statements. The provision has increased from £5.5 million in 2023 to

£11.9 million at the end of 2024, which is largely driven by restructuring activities. Refer to section 3.5 on page 146 for further detail.

Adjusting items The Audit Committee considered the validity of adjusting items that were reported in 2024. Adjusting items are impacted by the 2024 restructuring

activities, which includes corresponding impairments of assets. Adjusting items relate to the amortisation of intangibles assets that are acquired

in a business combination (£3.5 million), restructuring and other costs (£11.3 million), impairment of assets (£51.3 million), acquisition related charges (£0.2

million). In December 2024, the decision was made to no longer proceed with the disposal of Amimon as no credible offers were received at the time.

Instead, the decision was made in 2024 to close the business through 2025 and sell Amimon’s zero delay technology intellectual property to the Teradek

business, also part of the Creative Solutions Division. Amimon, therefore, no longer meets the definition of a disposal group held for sale as at 31

December 2024, and as a result, is reclassified from held for sale and discontinued operation, to held for continuing operations in 2024. On 9 April 2025 the

Group sold its Amimon business, part of the Creative Solutions Division, for a gross cash consideration of $1.0 million (£0.8 million). In addition, Teradek

LLC, also part of the Creative Solutions Division, received $2.3 million (£1.8 million) for entering into an agreement to grant Amimon a licence to use

certain Licenced Technology. Within the Consolidated Statement of Profit or Loss, the 2024 results of Amimon are included in adjusting items as a

continuing operation while the 2023 results were reported in loss from discontinuing operations. See 3.4 “Discontinued operations and non-current assets

classified as held for sale”. The Audit Committee challenged management around certain adjusting items. Refer to section 2.2 on page 125 for further

detail. The external auditors presented their findings with regard to key audit testing over adjusting items. The Audit Committee agreed with

management’s accounting and disclosures.

Audit Committee report continued

Corporate Governance Financial StatementsStrategic Report

Dear Shareholder

Videndum’s Directors’ Remuneration report

for 2024 comprises three separate sections:

– Section 1 – my annual statement setting

out the work of the Remuneration

Committee in 2024 and priorities for 2025.

– Section 2 – the Directors’ Remuneration

Policy (“the Policy”). For reasons explained

later in my statement, we will be putting

a new Policy to shareholders for approval

at the 2025 AGM. The details of the new

Policy are set out on pages 72 to 80 and

if approved, is intended to apply through

to the Company’s AGM in 2028.

– Section 3 – the 2024 Annual Report on

Remuneration sets out the remuneration

paid to Directors in 2024 as well as details

of how the Committee intends to

implement our Policy for 2025.

2024 proved to be a very challenging year

for Videndum, surpassing 2023. End markets

remained subdued with little or no recovery

following the US writers’ and actors’ strikes

in 2023. This overhang from the strikes was

compounded by continuing weak consumer

confidence and interest rates remaining high.

Despite the £126.4 million equity raise that

completed in December 2023, Videndum was

unable to grow the business in 2024. It became

apparent, as 2024 progressed, that the

Group’s structure and cost base was not

sustainable and this culminated in the Board,

in October 2024, determining that a change

in executive management was necessary.

Stephen Harris became Executive Chairman

on 25 October 2024, following the departure

of Stephen Bird, and Sean Glithero joined as

Interim Chief Financial Officer on 28 October

2024 to lead the Company during this period

of change. The Nominations Committee

is leading the search for a new permanent

Chief Executive.

In light of the search for a new permanent

Chief Executive Officer, the Remuneration

Committee has considered how the Directors’

Remuneration Policy can support the

successful recruitment. Ordinarily, the

Remuneration Committee would have

carried out a review of the Policy in 2025

with the aim to put a new Policy to the AGM

in 2026 coinciding with the third anniversary

of the approval of the current Directors’

Remuneration Policy.

These are not, however, ordinary circumstances

and it has become evident to the Board and the

Committee that approval for a specific change

to the Directors’ Remuneration Policy is required

at the 2025 AGM to be held on 16 June 2025

to enable the successful recruitment of a new

Chief Executive Officer. In the opinion of the

Board and the Committee it would be

imprudent to wait until 2026 to renew the Policy.

Videndum is an international design and

manufacturing company spanning high

technology, creation and media. The candidates

for the role of Chief Executive Officer are

expected to reflect our international reach

and the hubs we have in the US and Europe.

The objective of the proposed change

to the Policy is to provide the Committee

with additional flexibility as we design

the remuneration arrangements of the new

Chief Executive Officer. The Remuneration

Committee is keen to maintain the emphasis

of total remuneration on variable rather than

fixed pay. The uncertainty surrounding the

timing of the turnaround of the Company

makes setting reliable, stretching but realistic

targets extremely difficult. We are concerned

that capable candidates with the right skills to

lead the business to recovery may be deterred

from accepting an offer given the current

situation at Videndum.

We also foresee that candidates will be aware

of the vesting history of awards under the LTIP.

In six of the last ten years, shares under award

have lapsed in full and the average vesting

level over the period is 29% of maximum.

We expect that the value of Videndum’s

incentive pay will be devalued by candidates

and that this could place considerable upward

pressure on fixed pay.

At the 2025 AGM we are seeking approval to

change the Policy to permit not only the award

of shares that vest subject to the fulfilment of

performance conditions and continued service

but also the award of shares that vest subject

only to continued service. This is likely to involve

an increase in the level of long term share

based awards permissible under the Policy

providing the new Chief Executive is prepared

to coinvest and to buy shares in Videndum.

To enable this, we shall also seek shareholder

approval for the Videndum plc Restricted

Share Plan (“RSP”) which was first approved

by the Board in 2019 and has been used

to make awards over shares over the last

five years to employees other than the

Executive Directors.

The recovery of the share price is a key

objective for the Board and for the new

Chief Executive Officer. Restricted shares

offer some additional certainty at a very

uncertain time which could help us to attract

and retain the right candidate and will help

to counterbalance the significant discount

that we expect them to apply to performance

shares, particularly in the early period after

their joining Videndum.

The scope to offer restricted shares could

make the difference, as we see it, between

the successful recruitment of the new Chief

Executive Officer to lead the recovery

of Videndum and failure to do so.

Remuneration report

Annual statement

Caroline Thomson

Remuneration Committee Chair

Videndum plc

Annual Report and Accounts 2024

We envisage, in the longer term, that

performance share awards under the LTIP

will continue to be the primary and preferred

approach to long-term remuneration for

Videndum. Nevertheless, in the short to

medium term, we need flexibility, particularly

but not only in cases of recruitment, to be able

to reduce the level of performance shares and

supplement or substitute the annual award

with time-vested restricted shares. Our

approach may be influenced by the timing of

the appointment of the new Chief Executive

Officer, the provenance of the candidate and

the visibility of Videndum’s longer-term

performance when the new Chief Executive

Officer has joined the Board. We expect that

the long-term share-based element of the

package offered to the new Chief Executive

Officer will comprise wholly restricted shares.

Once the new Chief Executive Officer has

become established and the new strategy

has been set, our expectation is that we shall

return to performance shares as long as

reliable target setting is once again feasible.

We understand that some investors take the

view that restricted shares are not sufficiently

performance-linked and may lead to high pay

outcomes for poor performance. The recovery

of the share price is one of our primary

objectives and hence we take the view that

restricted shares allow us to both attract the

right candidate and reward them for share

price growth. The Remuneration Committee

retains full discretion in the Policy, and will

continue to amend the vesting outcome

upwards or downwards if, in its opinion, any

calculation or payout does not produce a fair

result for either the individual or the Company,

taking into account the overall business

performance of the Company.

We also draw your attention to the following:

– When determining annual levels of share

awards, the Committee will normally deem

the value of a restricted share to be twice

the value of a performance share i.e. one

restricted share is the equivalent of two

performance shares.

– For the purposes of recruitment, the

Remuneration Committee will assess the

number of restricted shares under award

as if the share price were £2.50.

– For the purposes of recruitment, an award

of shares under the RSP above 100% of

salary will be contingent on the incumbent

purchasing and retaining Videndum shares

during the vesting period.

– For the purposes of recruitment, depending

on the level of co-investment that the new

Chief Executive Officer is prepared to make,

the award of shares under the RSP could

be up to 400% of salary.

– Other than for the purposes of recruitment,

the maximum long-term share award in

respect of a year will be 150% of salary

(200% of salary in exceptional

circumstances) where the award is made

in performance shares and 100% of

salary where the award comprises

restricted shares.

– As is the case now, the share price, the face

value of the award and the impact of any

awards on share dilution will all be taken

into account before any awards are made.

– Restricted shares will normally vest at least

three years after awards have been made

and will be subject to the Remuneration

Committee’s discretion referred to above

taking into account, for example, the

underlying financial performance of the

Company, the progress made to turn round

the business and any other factors the

Committee deems to be relevant. The usual

two-year post vesting holding period will

apply so the minimum period from the date

of award to the date on which the executive

can dispose of the shares is five years,

noting that shareholding guidelines will

continue to operate.

– The usual malus and clawback provisions

will apply.

– We recognise that although this is the

only change, it is a material change to

our existing Remuneration Policy. The

Committee is strongly of the view that

it is necessary given the challenging and

exceptional circumstances the Company

is facing and will help to support a recovery

of the business enabling the recruitment

of the right talent to lead this.

Remuneration outcomes for 2024

performance and activity

During 2024, the Committee dealt with the

following matters:

– The 2021 LTIP award which had a three-

year performance period ending on

31 December 2023 failed to achieve the

threshold performance targets tied to

Total Shareholder Return and adjusted

Earnings Per Share and lapsed in full

on 4 March 2024.

– The 2022 LTIP award with a three-year

performance period ending on 31 December

2024 failed to achieve threshold for either

Total Shareholder Return or adjusted

Earnings Per Share and lapsed on the third

anniversary of the award on 11 March 2025.

– The grant of LTIP awards to Executive

Directors on 2 May 2024 with associated

performance conditions tied to the

Company’s adjusted Earnings Per Share

and Total Shareholder Return over a

three-year performance period. RSP

awards were also made with effect from

the same date to senior managers tied to

the same vesting period as the LTIP award

but only subject to continued employment

with Videndum on the third anniversary

of the award.

– At the 19 June 2024 AGM, shareholders

approved the 2023 Remuneration Report

with over 98% support.

– With effect from 1 July 2024, Stephen Bird,

former Group Chief Executive Officer,

received a salary increase of 4% which was

aligned with the wider workforce salary

increase. With effect from the same date,

Andrea Rigamonti, former Group Chief

Financial Officer, received a salary increase

of 10% reflecting that his salary at the time

of his appointment in 2022 was set below

his predecessor’s salary and to reflect his

increasing experience in the role.

– Approved settlement agreements for

Stephen Bird, former Chief Executive

Officer and Andrea Rigamonti, former

Chief Financial Officer. Details of both

are set out on page 85 and 86.

– Approved remuneration and incentive

arrangements for Stephen Harris as

executive Chairman following Stephen

taking on this role with effect from

25 October 2024. The Committee approved

that Stephen’s base salary be increased

to £250,000 per annum from this date

reflecting the increased time commitment

for the role and that he would receive an

LTIP award of 200,000 shares in 2024 and

2025. Stephen also receives a car allowance

of £25,000 per annum and provision of

private healthcare in this role. This structure

aligns Stephen Harris’ remuneration with

long-term shareholders’ interests and

demonstrates his dedication to fostering

sustainable growth and shareholder value.

– The Committee made a further award

of Restricted Shares to senior managers

in December 2024 which will vest subject

to remaining employed with Videndum

at 1 July 2026. The Committee granted

this award given the need to stabilise

and motivate senior management following

a significant period of change and

uncertainty.

– Due to the challenging business

environment in 2024, no bonus plan

was approved and no payout is due.

Governance and performance of the

Remuneration Committee in 2024

The Remuneration Committee during 2024

comprised the following:

Caroline Thomson – Chair

Richard Tyson, Anna Vikström Persson, Graham

Oldroyd, Polly Williams (from 1 July 2024), Erika

Schraner (until 19 June 2024) and Tete Soto

(until 19 June 2024). Upon joining the Board on

1 April 2025, Eva Lindqvist became a member

of the Remuneration Committee.

Remuneration report continued

Corporate Governance Financial StatementsStrategic Report

All members of the Remuneration Committee

are independent Non-Executive Directors

of the Company.

The Remuneration Committee has been

delegated by the Board responsibility to set

the remuneration framework for Executive

Directors and members of the Executive

Committee. As Chair of the Committee,

I lead this process with the support of the

other Committee members. During 2024, we

invited the Chairman, Group Chief Executive

and Group Company Secretary, to attend

meetings and to give input unless they were

conflicted on a particular matter. To further

support the Committee in its duties, the

Committee uses the advice and services of

FIT Remuneration Consultants who provide

independent advisory services on executive

remuneration and wider market

remuneration issues.

In my role as Chair of the Remuneration

Committee, I have been available to

shareholders to discuss matters relating to

Directors, and senior executive remuneration.

During 2024 I engaged with several large

shareholders in connection with the

Chairman’s remuneration following changes

in management for the business. I have also

consulted with our major shareholders in early

2025 in connection with the proposed new

Remuneration Policy that is being put to the

2025 AGM. I am grateful for the input from

shareholders, who have been supportive.

Notably, shareholders have sought

reassurance that the vesting of the restricted

shares will take into account the business

performance of the Company. The Board

gives its reassurance to shareholders on this.

Having served as an independent Non-

Executive Director and Chair of the

Remuneration Committee since 2015, I will

not be standing for reappointment at the

2025 AGM. The Board has decided that I shall

be succeeded by Anna Vikström Persson as

Chair of the Remuneration Committee from

the conclusion of the 2025 AGM. Anna has

served on the Board since May 2023. It has

been a privilege to serve on the Board of

Videndum and as Chair of the Remuneration

Committee and I wish Anna every success

in this role going forward.

The Remuneration Committee held two

scheduled meetings in 2024 and three short

notice meetings. All members of the

Committee attended all meetings in 2024

except for the short notice meeting held on

13 December 2024 which Anna Vikström

Persson due to a pre-existing commitment

was unable to attend. Despite this, Anna

Vikström Persson gave feedback in advance of

the meeting on the meeting’s business. Apart

from normal business such as Directors’ duties

and conflicts of interest, minutes of previous

meetings, matters arising the following

specific business was covered at each meeting:

11 March 2024 – approved the 2023 Annual

Remuneration report submitted to the 2024

AGM; approved the outcome of the 2023

Annual Bonus Plan including an assessment

of Executive Directors’ personal objectives

for 2023 with no payout achieved; determined

the outcome of 2021 LTIP awards against

performance measures with no payout

achieved; considered the structure of 2024

LTIP awards and associated performance

conditions; and discussed the proposed

structure of the 2024 Annual Bonus Plan

with a decision deferred until later in 2024.

1 May 2024 – short notice meeting –

considered and approved LTIP and RSP

awards to participants for 2024 with

associated performance conditions.

25 September 2024 – short notice meeting –

discussed proposed structure of 2024 annual

bonus plan.

27 November 2024 – considered and approved

exit agreements for Stephen Bird and Marco

Pezzana; considered and approved in principle

a Restricted Share Plan award to senior

executives; and potential remuneration

package for Stephen Harris in the role as

executive Chairman.

13 December 2024 – short notice meeting –

considered and approved the remuneration

package for Stephen Harris in the role as

executive chairman.

Minutes of each meeting are prepared by the

Group Company Secretary and circulated to

Committee members following each meeting.

The Remuneration Committee was subject

in 2024 to an internal evaluation led by the

Chairman and Group Company Secretary.

The internal evaluation involved a

questionnaire to each Committee member.

The output from the 2024 Remuneration

Committee evaluation included:

– The Remuneration Committee has high

standards in terms of governance.

– Remuneration Committee meetings are

well run with a rigorous cycle of business

followed and the Committee Chair

effectively leads the Committee.

– Remuneration outcomes in 2024 were

aligned with the interests of shareholders.

– The Directors’ Remuneration Policy is

appropriately structured and delivered

outcomes in 2024 in line with performance

of the business.

– The performance of the Committee’s

advisor, FIT Remuneration Consultants, was

appropriate and supported the Committee

on executive remuneration during 2024.

Implementation of the Policy and

priorities for 2025

Given the significant challenges facing the

business in 2025, the Committee will work with

the Board to use the new Remuneration Policy

to structure remuneration arrangements

including both fixed and variable remuneration

to drive a recovery of the business and to

secure recruitment of a new executive

leadership team. Seeking shareholder approval

for a new Directors’ Remuneration Policy at

the AGM in June 2025 with the ability to award

executive directors restricted shares will form

an important part of this.

The Committee in 2025 will focus on the

following matters:

– Securing shareholder approval at the 2025

AGM for the 2024 Annual Report on

Remuneration.

– Securing shareholder approval at the 2025

AGM for a new Directors’ Remuneration

Policy allowing for Executive Directors to

be awarded Restricted Shares with vesting

subject to continued service but with

no performance targets tied to them.

In addition, seeking shareholder approval

at the 2025 AGM in respect of the rules

of the Restricted Share Plan.

– Ensuring that remuneration arrangements

for 2025 including variable and non-variable

elements support the recovery of the business

and ensure the retention of key talent.

– Supporting the Nominations Committee

and Board on the successful recruitment

and remuneration packages for a new

Group Chief Executive Officer.

– Succession planning for the Committee

with Anna Vikström Persson succeeding

as Chair of the Remuneration Committee.

Annual General Meeting

Several resolutions relating to Directors’

remuneration will be put to shareholders for

approval at the 2025 AGM. Firstly, shareholders

will be asked to approve a new Directors’

Remuneration Policy enabling the award of

restricted shares with no performance

conditions tied to them to Executive Directors.

Secondly, an advisory vote on the Directors’

Remuneration Report, other than the part

containing the Directors’ Remuneration Policy.

Thirdly, shareholders will be asked to approve

the rules for the Restricted Share Plan. Details

on each resolution are set out in the AGM Notice

accompanying this Annual Report. I strongly

encourage all shareholders to vote in favour

of these resolutions as we consider them

fundamental to the recovery of the business.

I will attend the AGM and be available to answer

questions on remuneration issues either at the

meeting itself or ahead of the AGM should any

shareholder wish to contact me at info@

videndum.com.

Caroline Thomson

Remuneration Committee Chair

30 April 2025

Videndum plc

Annual Report and Accounts 2024

Directors’ Remuneration Policy

2025 Directors’ Remuneration Policy (“the Policy”)

We are seeking approval at the 2025 AGM to be held on 16 June 2025 for a new Remuneration Policy. The current Policy was approved by

shareholders at the 2023 AGM and while it could remain in place until the 2026 AGM, the Directors consider that it is in the Company’s best interests

to renew it earlier to include flexibility to award restricted shares to Executive Directors under the Company’s Restricted Share Plan. The 2025 Policy

other than the inclusion of restricted shares does not have any other changes to it from the Policy approved in 2023. Subject to shareholder approval

at the 2025 AGM, the 2025 Policy is intended to cover Directors’ remuneration until the 2028 AGM.

Should there be a need to change the Company’s 2025 Policy ahead of the 2028 AGM, shareholders will be asked to approve a revised Policy.

This report contains further information required under the Listing Rules and the 2018 UK Corporate Governance Code.

2025 Remuneration Policy table for Executive Directors

Base salary

Base salary is set at a level to secure the services of talented Executive Directors with the ability to develop and deliver a

growth strategy.

Operation Maximum opportunity Performance measures

Fixed contractual cash amount usually paid

monthly in arrears.

Normally reviewed annually, with any increases

taking effect from 1 July each year, although

the Committee may award increases at other

times of the year if it considers it appropriate.

This review is dependent on continued

satisfactory performance in the role of an

Executive Director. It also includes a number

of other factors, including experience,

development and delivery of Group strategy

and Group profitability, as well as external

market conditions and pay awards across

the Company.

The Committee has not set a maximum level

of salary and the Committee will usually

award salary increases in line with average

salary increases awarded across the Company.

Larger increases may, in certain circumstances,

be awarded where the Committee considers

that there is a genuine commercial reason

to do so, for example:

– Where there is a significant increase in

the Executive Director’s role and duties.

– Where an Executive Director’s salary falls

significantly below market positioning.

– Where there is significant change in the

profitability and/or size of the Company

or material change in market conditions.

– Where an Executive Director was recruited

on a lower than market salary and is being

transitioned to a more market standard

package as he or she gains experience.

Not applicable

Benefits

To provide Executive Directors with ancillary benefits to assist them in carrying out their duties effectively.

Operation Maximum opportunity Performance measures

Executive Directors are entitled to a range

of benefits including car allowance, private

health insurance and life assurance.

Other ancillary benefits may also be provided

where relevant, such as income protection,

expatriate travel or accommodation

allowances.

Executive Directors are entitled to participate

on the same terms as all employees in the

Sharesave Plan or any other relevant

all-employee share plan.

There is no maximum level of benefits

set, given that the cost of certain benefits

will depend on the individual’s particular

circumstances. However, benefits are set at

an amount which the Committee considers

to be appropriate, based on individual

circumstances and local market practice.

Executive Directors’ participation in the UK

all-employee Sharesave Plan is capped by

the rules of the Sharesave Plan (currently

£500 per month maximum). An International

Sharesave Plan also operates for non-UK

employees.

Not applicable

Corporate Governance Financial StatementsStrategic Report

Annual bonus

To provide a material incentive to drive Executive Directors to deliver stretching strategic and financial performance and to grow

long-term sustainable shareholder value.

Half of any earned annual bonus (after tax) is deferred into the Deferred Bonus Plan held in the form of shares and focuses the

Executive Director on long-term value delivery and growth.

Operation Maximum opportunity Performance measures

Paid annually based on performance in

the relevant financial year. The amount is

determined based on published full year results

after the financial year end.

Award levels and performance measures are

reviewed annually. The Committee ensures

that performance measures remain aligned

to the Company’s business objectives and

strategic priorities for the year.

Up to half of the annual bonus paid (after tax)

is deferred into awards under the Deferred

Bonus Plan for a period of three years on

a mandatory basis unless the Committee

determines an alternative deferral period is

appropriate. Awards may be granted in the

form of conditional awards, nil-cost options,

forfeitable shares or similar rights. After

a period of three years, the awards vest

in the form of shares in the Company.

The Committee retains full discretion to

amend the bonus payout (upwards or

downwards), if in its opinion any calculation of

payout does not produce a fair result for either

the individual or the Company, taking into

account the overall business performance

of the Company. Any such use of discretion

will be clearly reported in the next published

Remuneration report.

Participants may also receive the value of

any dividends which would have been paid

on shares in respect of which the award

vests, which may be calculated assuming

reinvestment of the dividends in the

Company’s shares on a cumulative basis.

Such dividends are paid out in the form

of additional shares in the Company.

In the event of any material misstatement

of the Company’s financial results, serious

reputational damage to the Company caused

by a breach of the Company’s Code of Conduct

or otherwise, a miscalculation or an

assessment of any performance conditions

that was based on incorrect information,

or the occurrence of an insolvency or

administration event, malus and clawback

provisions may apply for three years from the

date of payment of any bonus or the grant

of any deferred bonus share award permitting

the Committee to reduce, cancel or impose

further conditions on awards.

An absolute maximum of 125% of base salary

to be paid in each year.

Measures and targets for the annual bonus

are set annually by the Committee.

Annual bonus measures may be based on

the achievement of annual targets set against

the Group’s adjusted profit before tax*, cash

conversion and/or strategic or personal

objectives. The majority of any bonus will

be based on financial performance measures.

The Committee reserves the right to change

measures or introduce new metrics for each

financial year to ensure alignment with the

short-term priorities of the business. The

Committee reviews targets and objectives

annually to ensure the annual bonus remains

appropriate and challenging.

Targets are typically measured over a one-year

period. Payments range between 0% for

threshold and 125% of base salary for

maximum performance.

Awards granted under the Deferred Bonus

Plan are not subject to any further

performance conditions.

Videndum plc

Annual Report and Accounts 2024

Long Term Incentive Plan (“LTIP”)

To provide a long-term performance and retention incentive for the Executive Directors involving the Company’s shares.

To link long-term rewards to the creation of long-term sustainable shareholder value by way of delivering on the Group’s agreed

strategic objectives.

Operation Maximum opportunity Performance measures

Under the LTIP, awards are made over a fixed

number of shares, which will vest based on the

achievement of performance conditions over

a performance period of, typically, at least

three years. The performance conditions are

set by the Committee at the start of the

performance period. Awards can take the

form of a conditional award of shares,

a nil-cost option or similar rights.

Awards may be settled in cash (for

participants in territories that prohibit

settlement in shares).

Participants may also receive the value of

any dividends which would have been paid

on shares in respect of which the award

vests, which may be calculated assuming

reinvestment of the dividends in the

Company’s shares on a cumulative basis.

The Committee retains full discretion to

amend the vesting outcome upwards or

downwards if, in its opinion, any calculation

or payout does not produce a fair result for

either the individual or the Company, taking

into account the overall business performance

of the Company. Any such use of discretion

will be clearly reported in the next published

Remuneration report.

For Executive Directors, awards are normally

subject to a mandatory two-year holding

period for any shares that vest.

In the event of any material misstatement

of the Company’s financial results or serious

reputational damage to the Company caused

by a breach of the Company’s Code of Conduct

or otherwise, a miscalculation of an

assessment of any performance conditions

that was based on incorrect information,

or the occurrence of an insolvency or

administration event, malus and clawback

provisions may apply for up to three years

from the vesting of an award permitting the

Committee to reduce or impose further

conditions on awards.

The maximum value of shares over which

awards may be granted in respect of each year

is 150% of base salary. 200% is permitted

in exceptional circumstances determined by

the Committee.

LTIP awards may be based on financial,

non-financial and/or share price-based

performance conditions as determined

from time to time by the Committee.

The Committee will determine the choice

of measures and their weighting prior to

each grant and reserves the right to change

the balance of the measures as it deems

appropriate, such that no measure accounts

for less than 25% of the total award.

Historically, 33% of the award has been

subject to the Company’s Total Shareholder

Return (“TSR”) compared to a comparator

group measured over a three-year

performance period. 67% of the award has

historically been subject to targets set against

growth (adjusted by the Committee as it

considers appropriate) in the Company’s

adjusted basic Earnings Per Share* (“EPS”)

over the same three-year performance period.

The Remuneration Committee additionally

adopts a discretionary underpin on vesting

of the LTIP, whereby the Committee will

assess the Group’s underlying performance

in finalising vesting outcomes. In particular,

the Committee will assess the Group’s ROCE*

performance when approving outcomes under

the EPS element of awards.

At threshold, up to 25% of the award will vest,

increasing on a straight-line basis up to 100%

for performance in line with maximum.

Below threshold none of the award will vest.

There is no retesting of any performance

measure.

Directors’ Remuneration Policy continued

Corporate Governance Financial StatementsStrategic Report

Restricted Share Plan (“RSP”)

To provide a long term performance and retention incentive for Executive Directors in addition to the LTIP involving the Company’s

shares. The RSP can be used by the Remuneration Committee in addition to or in substitution to the LTIP.

Operation Maximum opportunity Performance measures

Under the RSP, awards are made over a fixed

number of shares, which will normally vest

at the end of a period of time, typically three

years. There are no performance conditions

tied to a RSP although the Remuneration

Committee at the point of vesting may take

into account the underlying performance

of the business.

RSP awards may be settled in cash (for

participants in territories that prohibit

settlement in shares).

Participants may also receive the value of

any dividends which would have been paid

on shares in respect of which the award

vests, which may be calculated assuming

reinvestment of the dividends in the

Company’s shares on a cumulative basis.

The Committee retains full discretion to

amend the vesting outcome upwards or

downwards if, in its opinion, any calculation

or payout does not produce a fair result for

either the individual or the Company, taking

into account the overall business performance

of the Company. Any such use of discretion will

be clearly reported in the next published

Remuneration report.

For Executive Directors, awards are normally

subject to a mandatory two-year holding

period for any shares that vest.

In the event of any material misstatement

of the Company’s financial results or serious

reputational damage to the Company caused

by a breach of the Company’s Code of Conduct

or otherwise, a miscalculation of an

assessment of any relevant additional

condition that was based on incorrect

information, or the occurrence of an insolvency

or administration event, malus and clawback

provisions may apply for up to three years

from the vesting of an award permitting the

Committee to reduce or impose further

conditions on awards.

The maximum value of an RSP award

in respect of each year is 100% of salary,

other than in the event of recruitment

of an Executive Director, where awards

will be capped at 400% of salary.

For the purposes of recruitment, an award of

shares under the RSP above 100% of salary

(and up to 400% of salary) will be contingent

on the Executive Director purchasing and

retaining shares in Videndum during the

vesting period of the RSP award.

The vesting of the RSP is not linked to

performance conditions and normally vest

after three years subject to the participant

remaining an employee of the Company.

The Remuneration Committee at the point

of vesting will look at the underlying financial

performance of the Company to determine

that a vesting award is fair and reasonable

against the Company’s performance.

Pension contribution

To provide a benefit comparable with market rates, helping with the recruitment and retention of talented Executive Directors able to

deliver a long-term growth strategy.

Operation Maximum opportunity Performance measures

Usually paid monthly in arrears.

Executive Directors may receive a contribution

into the Company’s Defined Contribution Plan,

a personal pension arrangement and/or

a payment as a cash allowance.

All Executive Directors receive a pension

contribution of 8% of base salary which is

in line with pension contributions provided

to the wider UK employee workforce. Salary

is the only pensionable element of Executive

Director remuneration.

Not applicable.

Videndum plc

Annual Report and Accounts 2024

Notes to the Directors’ Remuneration Policy table

for Executive Directors

– Under the Company’s share plans the Committee may: (1) in the

event of any variation of the Company’s share capital, demerger,

delisting, special dividend or other event which may affect the price

of shares, adjust or amend awards in accordance with the terms of

the plan; and (2) amend a performance condition if an event occurs

which causes it to consider an amended condition would be more

appropriate and not materially less difficult to satisfy. Any such

amendment would be reported in a subsequent Remuneration report.

– When determining Executive Director remuneration policy and

practices, the Remuneration Committee takes into account a range

of factors as follows:

– Clarity – remuneration arrangements are transparent, as set out

in the policy table above. The Committee has taken into account

the views of shareholders consulting on the content of the policy

and further considered remuneration arrangements amongst the

wider Videndum workforce. An example of this includes aligning the

Executive Directors pension contribution with that of the wider UK

employee workforce and also that no bonus was payable in 2023

and 2024 for the Executive Directors.

– Simplicity – the remuneration structure for the Executive Directors

is simple and clearly explained, comprising a mix of short-term and

long-term incentives aligned to the Company’s strategic objectives.

As detailed in the illustrative remuneration performance scenarios

on page 78, a significant proportion of Executive Directors’

remuneration is tied to the achievement of annual and long-term

financial performance for the Company.

– Risk – remuneration arrangements are structured to avoid excessive

risk taking – both reputational and other risks. Malus and clawback

provisions operate on the Annual Bonus Plan, LTIP and RSP and

Executive Directors are required to defer a significant proportion of

annual bonuses for three-years and to hold shares vesting under the

LTIP and RSP for a further two-year holding period, thereby aligning

their interests with the long-term interests of shareholders.

– Predictability – Videndum’s Policy sets out a range of outcomes

for Executive Directors, only rewarding for significant growth in the

Company. The illustrative remuneration performance scenarios in the

table on page 78 sets this out and when determining remuneration

outcomes, the Committee ensures to consider that they are aligned

to the Company’s performance and the experience of shareholders

and other stakeholders. The remuneration outcome for 2024 shows

that remuneration is significantly reduced reflecting the weak

financial performance of Videndum.

– Proportionality – Videndum’s Policy and outcomes for Executive

Directors’ remuneration are proportionate and do not reward poor

performance. Notably, bonus deferral and the requirement to hold

shares vesting under the LTIP and RSP for a further two-year holding

period from vesting, as well as building up share interests in the

Company representing at least 200% of base salary ensure that

Executive Directors are focused on the long-term performance

of the Company.

– Alignment to culture – the Company’s incentive schemes are

structured to be aligned with the Company’s culture, driving the right

behaviours. Malus and clawback provisions operate over the Annual

Bonus Plan, LTIP and RSP. Performance conditions also reflect

long-term performance being delivered.

Legacy plans

The Committee reserves the right to make any remuneration payments

and payments for loss of office notwithstanding that they are not in

line with the Policy set out above where the terms of the payment were

agreed: (1) before the Policy came into effect; or (2) at a time when the

relevant individual was not a Director of the Company and, in the

opinion of the Committee, the payment was not in consideration

for the individual becoming a Director of the Company. For these

purposes payments include the Committee satisfying awards of

variable remuneration and, in relation to an award over shares, the

terms of the payment are agreed at the time the award is granted.

Andrea Rigamonti, who was appointed an Executive Director on

13 December 2022, had an RSP award given to him on 16 November

2021 before he became a Director of the Company. This award vested

to him on 1 March 2024 ahead of Andrea Rigamonti ceasing to be

a Director of the Company on 25 October 2024. The exercise of this

award was held over until 1 October 2024. Details of this legacy award

for Andrea Rigamonti are set out on page 85.

Shareholding requirements (including after-employment ceases)

Executive Directors during their tenure are expected to build

a shareholding in the Company representing 200% or more of their

base salary. All net of tax vested LTIP and RSP awards, DBP awards

and exercised Sharesave options should be retained by the Executive

Director until this requirement has been met. This level of shareholding

aligns Executive Directors with the interests of shareholders and

ensures that Executive Directors are focused on long-term

shareholder value.

Post-employment, Executive Directors are expected to maintain a

material level of shareholding in the Company for at least two years

from the date of departure made up of the following elements:

– Awards held under the DBP will only vest on their normal vesting

dates and will not be accelerated to the date of departure. Upon

vesting, such shares are to be retained until at least the second

anniversary of the departure date.

– For an Executive Director who is a good leaver, LTIP and RSP awards

will ordinarily vest on their normal vesting date and be subject

to relevant performance testing, pro rata treatment to the date

of leaving and be subject to a two-year holding period (subject

to that two-year holding period not being beyond two years from

when the individual ceased to be an Executive Director).

– Awards that have already vested under the LTIP and RSP are

normally subject to a two-year holding period following vesting

(but not longer than two years from the date of departure).

– For the avoidance of doubt, any shares purchased by an Executive

Director using their own personal funds will not be subject to this

post-employment shareholding policy.

The Chairman and Non-Executive Directors are not subject to any such

shareholding requirement. However, they are encouraged to hold shares

in the Company. Details of Directors’ shareholdings are set out on page

87 of this report.

Performance measures

The Annual Bonus Plan is based on both personal and Group financial

measures. Typically, the majority of the bonus will be based on financial

measures such as Group adjusted profit before tax*. The measures have

been chosen to provide a balance between incentivising the delivery of

the Group’s key financial priorities in any particular year and important

individual strategic objectives. The Committee may vary the specific

measures and targets year-on-year to ensure that they reflect the key

financial and strategic priorities for the Company in any given year.

The selection of measures and the setting of targets takes into account

the Company’s business priorities and risk appetite.

LTIP awards traditionally are based on adjusted basic Earnings Per

Share* growth and on TSR performance against a specific comparator

group. The Committee considers these to be important measures of

performance for the Company over the longer term. While TSR links

a portion of the LTIP to the creation of value for shareholders, adjusted

basic Earnings Per Share* growth is a Key Performance Indicator for

Directors’ Remuneration Policy continued

Corporate Governance Financial StatementsStrategic Report

the Group with the combination providing an appropriate balance between growth and returns. The Committee has also adopted a discretionary

underpin on vesting of the LTIP, whereby the Committee will assess the Group’s underlying performance in finalising vesting outcomes. In particular,

the Committee will assess the Group’s ROCE* performance when approving outcomes under the EPS element of awards. While the Committee

does not disclose a formulaic target in advance, the Committee will ensure that it provides full retrospective disclosure around its decision-making

process, including a summary of the ROCE* trajectory over the performance period. Any changes to these measures will be aligned with the

long-term strategy of the Group. Under the LTIP, the Committee however retains full discretion to vary performance conditions to set conditions

that reflect the business circumstances and that the Committee deems appropriate. While awards under the RSP do not have performance

conditions attached to them, discretionary underpins may also apply in respect of RSP awards. The Committee is mindful that unmerited windfall

gains must be avoided.

Provisions for the withholding and recovery of sums from the Directors (malus and clawback) are as set out on page 95.

Remuneration Policy for the Chairman and Non-Executive Directors

The Non-Executive Directors do not participate in any Annual Bonus Plan or the Company’s share plans.

The Chairman, who became executive Chairman on 25 October 2024, does not participate in the Annual Bonus Plan. Under a service agreement

dated 17 December 2024 during his tenure as executive Chairman, while a new Group Chief Executive is recruited, the Chairman will participate

in the Company’s Long Term Incentive Plan. An award under the Long Term Incentive Plan was made to the Chairman on 18 December 2024 and

6 January 2025 and details are set out on pages 84. As executive Chairman, Stephen Harris also receives an annual car allowance and private

healthcare coverage. Upon the recruitment of a new permanent Chief Executive, Stephen Harris will revert to his former role as an independent

Non-Executive Chairman.

Role Purpose Operation

Chairman To recruit and retain an independent Non-Executive

Chairman reflecting the responsibilities and time

commitment for the role. To lead an effective Board

enabling delivery on the Group’s growth strategy and

creation of long-term sustainable shareholder value.

While the Board has not set a maximum level of fee payable

to the Chairman, the Board will review the level of fee paid

usually on an annual basis and determine whether that is

sufficient in terms of market conditions and also the time

commitment for the role.

The Chairman’s fee is an all-inclusive consolidated amount.

It is paid in cash, not shares, usually on a monthly basis

in arrears.

Fees are benchmarked against FTSE-listed companies

of a similar size and complexity to Videndum. Any future

increases will take into account the need to ensure that the

fee remains competitive and reflects the time commitment

for the role.

The Chairman’s remuneration also covers his chairmanship

of the Nominations Committee.

Non-Executive

Directors

To recruit and retain independent Non-Executive

Directors reflecting the responsibilities and time

commitment for the role to contribute to an effective

Board and to deliver on the Group’s growth strategy and

creation of long-term sustainable shareholder value.

Fees paid to Non-Executive Directors of the Company

consist of the following:

– A base fee.

– An additional fee for the role of the Senior Independent

Director.

– An additional fee for chairing the Audit and

Remuneration Committee or for the designated

Non-Executive Director tasked with oversight

of employee engagement.

Fees are usually reviewed annually and are benchmarked

against FTSE-listed companies of a similar size and

complexity to Videndum. All fees are paid in cash,

not shares, usually on a monthly basis in arrears.

Benefits To reimburse the Chairman and Non-Executive Directors

for reasonable expenses incurred and bear any costs

associated with tax, where relevant.

Expenses are reimbursed as and when incurred relating

to the Company’s business (including travel and hotel

accommodation).

Videndum plc

Annual Report and Accounts 2024

Illustrative remuneration performance scenarios

The following charts set out scenarios for the remuneration of Stephen

Harris, as executive Chairman, in 2025 in line with the Policy. This

includes scenarios for full vesting of LTIP awards for Stephen Harris

with one chart showing no share price appreciation and one chart

showing a 50% share price appreciation. Currently there is no other

Executive Director on the Board.

Notes to illustrative remuneration performance scenarios:

– Fixed pay – base salary as at 1 January 2025 for Stephen Harris.

– The total value of benefits received in the year ended 31 December 2024

which included car allowance and annualised private healthcare.

– Stephen Harris under the terms of his service agreement is not

entitled to any pension contribution from the Company.

– Stephen Harris does not have an annual bonus plan arrangement.

– LTIP

– The illustrative scenarios above reflect the cumulative award

of 400,000 shares made under the LTIP to Stephen Harris

on 18 December 2024 and 6 January 2025 respectively.

– At minimum – nil.

– On target – 25% vesting under the LTIP and calculated using

the Company’s share price at 31 December 2024 of £1.46, with

no share price growth.

– At maximum – 100% of the maximum payout and set out

at the Company’s share price at 31 December 2024 of £1.46,

with no share price growth or dividend assumptions.

– At maximum with share price appreciation – 100% of the

maximum payout and showing a 50% appreciation in the share

price over the LTIP vesting period.

Directors’ Remuneration Policy continued

Stephen Harris

Basic remuneration

Benefits

Pension

Total fixed pay

(minimum)

On-target performance:

Fixed pay

Annual bonus

LTIP

Total on target pay

Maximum pay:

Fixed pay

Annual bonus

LTIP

Total maximum pay

£303,072 (34%)

£0 (0%)

£584,000 (66%)

£887,072

Maximum pay (including 50% share price

appreciation for LTIP award):

Fixed pay

Annual bonus

LTIP

Total maximum pay

£303,072 (26%)

£0 (0%)

£876,000 (74%)

£1,179,072

£303,072 (67.5%)

£0 (0%)

£146,000 (32.5%)

£449,072

£250,000 (82.5%)

£53,072 (17.5%)

£0 (0%)

£303,072

Minimum base salary

Consideration of employment conditions elsewhere

in the Company

The Committee, when determining Executive Directors’ remuneration,

takes into account remuneration and employment terms and conditions,

including levels of pay for all employees of the Company. The Committee

is kept informed of:

– Salary increases for the general employee population.

– Company-wide benefits including pensions, share incentives,

bonus arrangements and other ancillary benefits.

– Overall spend on annual bonus.

– Participation levels and outcomes in the Annual Bonus Plan, LTIP

and RSP.

When setting the remuneration of the Executive Directors, the

Committee has regard to general employment terms and conditions

within the Company as set out above. However, it is recognised that the

roles and responsibilities of Executive Directors are such that different

levels of remuneration apply, with a greater proportion of remuneration

tied to the financial performance of the Company. The Committee did

not consult with the Company’s employees when drawing up the

Directors’ Remuneration Policy set out in this report. Caroline Thomson is

the Non-Executive Director with responsibility for employee engagement,

and as part of that role holds regular staff engagement sessions through

which she is informed on remuneration issues for the wider Group

workforce and keeps the Board fully updated. The detail of this role

is given on page 56 of this Annual Report.

Policy on outside appointments

The Committee believes it is beneficial both for the individual and

the Company for an Executive Director to take up one external

non-executive appointment. Remuneration received by an Executive

Director in respect of such an external appointment would be retained

by the Director. This policy is reflected within the employment contract

of an Executive Director. Stephen Harris is executive Chairman and

under a service agreement dated 17 December 2024 is able to take up

to two external directorships, subject to the written consent of the

Senior Independent Director. As at the date of this report, Stephen

Harris has not taken up any other external directorships.

Remuneration Policy for senior managers and other employees

of the Group

The Remuneration Policy for senior managers in the Company is similar

to that of the Executive Directors although the incentive potential is

lower as are salary levels in accordance with levels of responsibility and

complexity. They participate in the Annual Bonus Plan with the same

structure as the Executive Directors, as well as the LTIP or participation

in a RSP, and therefore a significant element of their remuneration

is also dependent upon the financial performance of the Company

and the Company’s share price in addition to individual performance.

Remuneration for all other employees is set taking into account local

market conditions to ensure that pay and benefits attract and retain

employees in those local markets and help deliver the Group’s agreed

strategy. A large proportion of employees are able to participate in

bonus plans that are tied to Company, Divisional and business unit

financial performance as well as individual performance against

personal objectives. The structure of bonus plans varies across

the employee workforce to achieve different objectives.

Corporate Governance Financial StatementsStrategic Report

Full-time employees of the Company in the UK, US, Italy, Costa Rica

and several other countries are able to participate in an all-employee

Sharesave Plan granting employees an option to save and purchase

a limited number of shares in the Company at a discount to the market

price at the time an offer of the Plan is made. Further information

on this Plan is given on page 88. Senior managers participate in a RSP.

The RSP awards shares to key employees over a vesting period of

up to three years and helps retain and motivate key talent to deliver

on the Group’s strategic growth objectives.

All full-time employees are also offered membership of a pension

scheme upon joining the Company which is compliant with local

legal requirements. In the UK, employees are able to join a defined

contribution pension plan with the employer making an 8% of salary

contribution and the employee required to make a minimum

contribution of 4% of salary. The pension contribution is based

on base salary only.

The Remuneration Committee is kept informed on Remuneration Policy

and arrangements for the wider employee population with regular

updates to enable it to stay informed and to assist in setting

Executive Directors’ remuneration.

Approach to recruitment remuneration

The Committee’s Policy is to seek to recruit Directors with the requisite

skill and experience to lead the business and grow the value of the

Company over the long term. Generally, pay on recruitment will be

consistent with the Policy for Executive Directors as set out in the

Policy table and set at a level to reflect overall responsibilities.

The Committee has the flexibility to set the salary of a new Executive

Director at a lower level initially, with a series of planned increases

implemented over the following years to bring the salary to the desired

level. Consistent with the regulations, any cap on base salary does not

apply. Benefits will be consistent with the Remuneration Policy. Certain

additional benefits may be provided such as relocation expenses or

allowances. The pension contribution for an Executive Director will be in

line with the UK workforce contribution rate (currently 8% of base salary).

However, the Committee may, in its absolute discretion, include

remuneration components or awards which are not specified in the

Policy table, subject to the maximum level of variable pay set out in

the following paragraph, where this facilitates the hiring of candidates

of an appropriate calibre and skillset to deliver on the Group’s strategy.

The Committee will ensure this is only done where there is a genuine

commercial need, and where this is in the best interests of the Company

and its shareholders. The Committee does not intend to use this discretion

to make a non-performance related payment (for example a “golden

hello” payment).

The absolute maximum level of variable pay upon recruitment will

be 525% of base salary (excluding any buy-out awards) which is in line

with the Remuneration Policy set out earlier. This comprises up to 125%

of base salary under the Annual Bonus Plan and up to 400% of base

salary under the Company’s Restricted Share Plan depending on

the level of co-investment made by the new recruit.

In certain circumstances, the Committee may need to make payments

or awards to an executive in respect of buying out remuneration

arrangements relinquished on leaving a previous employer. When doing

so, the Committee will aim to do so broadly on a like-for-like basis with

a fair value no higher than the awards foregone. It will take a number

of relevant factors into account which may include any performance

conditions attached to these awards and the time at which they would

have normally vested. These payments or awards are excluded from

the maximum level of variable remuneration referred to above.

In the event of any such treatment, the Committee will explain in the

next Annual Report on Remuneration the rationale for the relevant

arrangements.

Executive Directors’ service contracts

The Executive Chairman’s service contract is as follows:

Role Date of contract

Notice period

from the Company

to the Executive

Notice period

from the Executive

to the Company

Stephen Harris,

Executive

Chairman

– appointed on

25 October 2024

as Executive

Chairman

17 December

2024

1 month (or upon

the appointment

of a new

permanent CEO)

1 month

(or upon the

appointment

of a new

permanent

CEO)

The terms of the service contracts for the Executive Chairman (and

for Executive Directors) do not provide for predetermined amounts

of compensation in the event of early termination by the Company.

The Remuneration Committee’s policy in the event of early termination

of employment is set out below.

For future appointments of Executive Directors, we anticipate that

notice periods will be up to 12 months either way between the Executive

and the Company.

Policy on payment for loss of office

– Executive Directors’ notice periods under service contracts are

summarised above. The Committee believes that the Company’s

policy on payment for loss of office and the structure of notice

periods is sufficient to ensure that the Executive Director has security

of tenure and also that the Company has sufficient retention and

notice periods to enable an orderly process for succession planning.

In the Committee’s opinion, any shorter notice period would not be

in the Company’s best interests and would risk the stable running

of its operations. The Committee, however, will not give any Executive

Director a service contract of greater than 12 months’ notice.

– In the event of termination of office, the Committee will consider the

circumstances including notice period contained within the service

contract, the circumstances surrounding the termination notably

including the individual’s performance and what is considered to be

in the Company’s best interests. The terms of service contracts do

not provide for predetermined amounts of compensation in the event

of early termination of employment. The Committee maintains full

discretion as how to treat each such termination upon its merits

when trying to mitigate the cost of termination but ultimately

honouring contracted terms. Dealing with each specific element

of remuneration for an Executive Director this would mean the

following:

– Base salary, pension and other benefits (including legal fees and

outplacement costs) – these will be paid for the notice period, subject

to being mitigated if the Executive Director finds other suitable

employment. This means that each element will continue to be

paid on a monthly basis in arrears during the notice period either

to the end of the notice period or if earlier to the point at which the

Executive Director finds other suitable employment or a mutually

agreed date within the notice period. Although not covered by the

service contract, the Company will pay reasonable legal expenses and

any recruitment outplacement costs to assist the Executive Director

in their exit. The Committee will determine the reasonableness

of such costs keeping in mind shareholders’ best interests.

Videndum plc

Annual Report and Accounts 2024

– Annual Bonus Plan – as a general rule, Executive Directors have

no entitlement to a bonus payment in the event that they cease to

be employed. However, they may be considered for a bonus payment

in certain good leaver circumstances. In such cases the Committee

will generally prorate an annual bonus to the date of termination and

the payment of the annual bonus will usually be dependent upon the

satisfaction of financial performance conditions and an assessment

of the achievement of personal objectives up to the point of leaving

the Company. The Committee reserves an absolute discretion in

circumstances which it considers appropriate to enable a full year’s

annual bonus to be paid in full to an Executive Director in accordance

with the limits and rules of the Annual Bonus Plan applying to the

Executive Director.

– Long Term Incentive Plan and Restricted Share Plan – awards

granted under the Company’s LTIP and RSP are generally treated as

follows: if a participant ceases office or employment with the Group

his/her award will lapse unless he/she is deemed to be a good leaver

or dies in service. An individual is a good leaver if he/she ceases

employment because of ill-health, injury, disability, the sale of the

employing company or business out of the Group or for any other

reason at the Committee’s discretion, for example early retirement,

but expressly not for where a participant is summarily dismissed.

Except in the case of death (where awards vest following death,

unless the Committee determines otherwise), awards will normally

vest on the normal vesting date, unless the Committee determines

that awards should vest at the time the individual ceases

employment. The Committee, when determining the level of

an award to vest, will take into account satisfaction of relevant

performance conditions tied to the award and the period of time

that has elapsed since the award was granted until the date of

cessation of employment.

– Deferred Bonus Plan – awards under the DBP will vest on their

normal vesting date (unless the Committee determines that awards

should vest on the individual’s cessation of employment) except in the

case of: (1) death – when awards will vest following an individual’s

death; and (2) gross misconduct – when awards will lapse.

When negotiating the exit package of an Executive Director, the

Committee will ultimately aim to mitigate the cost of any termination

payment while also treating fairly the Executive Director, honouring the

terms of a service contract and acting in the Company’s best long-term

interests. The Committee will, upon reaching an agreement with an

Executive Director on the terms of termination, publish details both

with an announcement and with details published in the subsequent

Remuneration report and this will include an explanation of any use of

discretion. Details on the exit packages for Stephen Bird and Andrea

Rigamonti who ceased to be Group Chief Executive and Group Chief

Financial Officer on 25 October 2024 are set out on pages 85 and 86.

Change of control

In the event of a change of control of the Company, LTIP, RSP and DBP

awards will vest, with the Committee taking into account, in the case

of LTIP and RSP awards, the extent to which the relevant performance

conditions have been satisfied and, unless the Committee determines

otherwise, the period of time that has elapsed since grant. In the event

of a winding-up of the Company, demerger, delisting, special dividend or

other event that may affect the share price, the Committee may also

allow awards to vest on the same basis.

Directors’ Remuneration Policy continued

Non-Executive Directors

Non-Executive Directors do not have service contracts but serve under

letters of appointment.

The initial period of their appointments is three years but their

appointments may, by mutual consent and with the approval of the

Nominations Committee and the Board, be extended for a further three

years. Appointments may be extended beyond six years by mutual

consent and with the approval of the Nominations Committee and the

Board, if it is in the interest of the Company to do so. Under the letters

of appointment, notice can be given by either party upon one month’s

written notice. Apart from the disclosure under the Policy table for the

Chairman and Non-Executive Directors there are no further obligations

which could give rise to a remuneration or loss of office payment under

the letters of appointment. All Directors are subject to annual

reappointment by the shareholders at the AGM.

The Executive Chairman’s service contract and each Non-Executive

Director’s letters of appointment can be viewed by way of contacting

the Group Company Secretary.

Consideration of shareholder views

In late 2024, the Committee Chair engaged with several major

shareholders on proposals for the remuneration structure for the

Executive Chairman following Stephen Harris’ appointment to that role

on 25 October 2024. Details of Stephen Harris’ remuneration structure

are set out on pages 94. This engagement helped to shape the

remuneration package for Stephen Harris to incentivise recovery

of the business.

The Company received over 98% support for the 2023 Annual Report

on Remuneration at the 2024 AGM. This indicates a strong level of

support from shareholders to the Company’s Remuneration Policy

and operation of that Policy.

The Committee would engage with major shareholders ahead of any

material change to the Policy for the Company relating to its Directors

and in accordance with the UK Corporate Governance Code engages

with shareholders should there be a material level of dissatisfaction

from shareholders with Directors’ remuneration. A material level

of dissatisfaction from shareholders would be more than 20%

of shareholders voting against, or abstaining on, a vote related

to Directors’ remuneration. The Committee engaged with major

shareholders in February and March 2025 regarding the proposed new

Remuneration Policy and enabling Executive Directors to participate

in the Restricted Share Plan.

Caroline Thomson, Remuneration Committee Chair, remains available

to discuss the Company’s Remuneration Policy and implementation

of it with shareholders.

Corporate Governance Financial StatementsStrategic Report

Directors’ single figure of total remuneration (audited)

The following table sets out the single figure of total remuneration for Directors for the financial years ended 31 December 2024 and 2023.

Salary/

fees

Benefits

Pension

Annual

bonus

LTIP

Total

fixed

remuneration

Total

variable

remuneration

Executive Directors

Stephen Harris (Chairman)

2024 166,826 32,018 0 0 0 198,844 198,844 0

2023 (from 9 November 2023) 7,974 0 0 0 0 7,974 7,974 0

Stephen Bird

2024 (left 25 October 2024) 426,852 28,953 34,148 0 0 489,953 489,953 0

2023 507,199 35,653 40,576 0 0 583,428 583,428 0

Andrea Rigamonti

2024 (left 25 October 2024) 264,043 24,687 21,123 0 26,820 336,673 309,853 26,820

2023 310,000 25,670 24,800 0 0 360,470 360,470 0

Non-Executive Directors

Caroline Thomson

2024 75,400 0 0 0 0 75,400 75,400 0

2023 69,738 0 0 0 0 69,738 69,738 0

Richard Tyson

2024 68,400 0 0 0 0 68,400 68,400 0

2023 62,738 0 0 0 0 62,738 62,738 0

Graham Oldroyd

2024 60,400 0 0 0 0 60,400 60,400 0

2023 (from 12 October 2023) 12,171 0 0 0 0 12,171 12,171 0

Polly Williams

2024 (from 1 July 2024) 37,700 0 0 0 0 37,700 37,700 0

2023 0 0 0 0 0 0 0 0

Anna Vikström Persson

2024 60,400 0 0 0 0 60,400 60,400 0

2023 (from 1 May 2023) 36,933 0 0 0 0 36,933 36,933 0

Erika Schraner

2024 (left 19 June 2024) 30,793 0 0 0 0 30,793 30,793 0

2023 64,738 0 0 0 0 64,738 64,738 0

Teté Soto

2024 (left 19 June 2024) 26,084 0 0 0 0 26,084 26,084 0

2023 54,738 0 0 0 0 54,738 54,738 0

Ian McHoul

2024 (left 19 June 2024) 68,951 0 0 0 0 68,951 68,951 0

2023 181,750 0 0 0 0 181,750 181,750 0

Total

2024 1,285,849 85,658 55,271 0 26,820 1,453,598 1,453,598 26,820

2023 1,307,979 61,323 65,376 0 0 1,434,678 1,434,678 0

Notes:

1 Taxable benefits comprise car allowance, healthcare cover, income protection and discount on Sharesave option.

2 Pension contributions for Executive Directors are set at 8% of salary. Under Stephen Harris’ service agreement as Executive Chairman he is not provided with a pension contribution or a cash

payment in lieu.

3 For the 2024 Annual Bonus Plan, Stephen Bird’s and Andrea Rigamonti’s bonus potential was 125% of base salary. Further details are set out in the “Further notes” section on the following page.

4 The LTIP gain for Andrea Rigamonti related to the vesting of a Restricted Share Plan award made to him prior to his appointment as a Director of the Company. The award was exercised on

1 October 2024 and the value in the table reflects the gain made by Andrea Rigamonti at the exercise date. The ordinary share price value at the maturity date of 1 March 2024 was £3.26.

Annual Report on Remuneration

Videndum plc

Annual Report and Accounts 2024

Each current Director has confirmed in writing to the Company that the information in the single figure remuneration table is correct and that they

have not received from the Company any other items of remuneration other than disclosed.

Further notes to the Directors’ single figure of total remuneration table (audited)

(1) Base salary

The table below shows base salaries paid for each Executive Director in 2024.

Executive Director 2024 salary

Stephen Harris (appointed as Executive Chairman on 25 October 2024) £250,000

(from 1 May 2024 to 25 Oct 2024

paid £210,000)

Prior to 1 May 2024, Stephen Harris

was paid the base fee as a

Non-Executive Director

Stephen Bird (left 25 October 2024) £513,310

(from 1 Jan 2024 to 30 Jun 2024)

£533,800 (from 1 July 2024 to date

of leaving)

Andrea Rigamonti (left 25 October 2024) £310,000

(from 1 Jan 2024 to 30 Jun 2024)

£342,000 (from 1 July 2024 to date

of leaving)

(2) Benefits

The single figure of total remuneration table sets out the total value of benefits received by each Executive Director in 2024. Details are as follows:

Executive Director

Car

allowance

Healthcare

cover

Income

protection

Other

(Sharesave) Total

Stephen Harris (appointed as Executive Chairman on 25 October 2024) £25,000 £7,018 £0 – £32,018

Stephen Bird (left 25 October 2024) £19,503 £3,074 £4,800 £1,576 £28,953

Andrea Rigamonti (left 25 October 2024) £15,237 £3,074 £4,800 £1,576 £24,687

1 Stephen Harris’ healthcare benefit represents three months’ healthcare cover in line with his service agreement dated 17 December 2024.

(3) Pension allowance

The table below sets out the value of the cash payment in lieu of pension for each Executive Director in 2024.

Executive Director

Pension

allowance

Stephen Bird (representing 8% of base salary) (left 25 October 2025) £34,148

Andrea Rigamonti (representing 8% of base salary) (left 25 October 2025) £21,123

The level of 8% of base salary is in line with pension contributions to the wider UK employee workforce in the Group.

Stephen Harris is not entitled to any pension under his service agreement dated 17 December 2024.

Annual Report on Remuneration continued

Corporate Governance Financial StatementsStrategic Report

(4) Annual bonus

In 2024, due to challenges facing the business no annual bonus plan was

formally agreed and launched to the Executive Directors as it was not

possible to set meaningful financial targets. No bonus was therefore

payable to Executive Directors in connection with 2024. The

Remuneration Committee is currently reviewing the structure and

operation of an annual bonus plan for 2025 within the parameters

of the Directors’ Remuneration Policy and details will be set out in

the 2025 Remuneration report.

Prior to 2024, each Executive Director was eligible to receive, subject

to performance, a maximum bonus of up to 125% of base salary, half

of which is deferred into the DBP. The structure of the 2023 Annual

Bonus Plan for information only was as follows:

– The financial elements of the Annual Bonus Plan for each Executive

Director were based upon actual financial results achieved for Group

adjusted profit before tax* and Group conversion of adjusted

operating profit* into adjusted operating cash flow* (over a half year

and full year average target) measured against financial targets set

by the Board. The Group adjusted profit before tax* financial element

represented 50% of the maximum bonus that could be earned and

the Group conversion of adjusted operating profit* into adjusted

operating cash flow* represented 25% of the maximum bonus that

could be earned (with one-third based on half year 2023 performance

and two-thirds based on the full year 2023 performance).

– Under the rules of the 2023 Annual Bonus Plan, each of the above

financial performance metrics were assessed independently

of one another so that should threshold not be achieved for one

performance condition, that bonus could still be earned for the other

financial performance condition.

– The Remuneration Committee considered that these two financial

performance conditions were key financial measures for the Group

driving the right behaviour in terms of achieving adjusted operating

profit* and adjusted operating cash flow* generation and had

the most direct impact upon shareholder value for the year ended

31 December 2023. The financial targets were set by the Board

and Remuneration Committee at the beginning of 2023.

– The personal objective element of the 2023 Annual Bonus Plan for

each Executive Director, representing 25% of the maximum bonus

that could be earned, was based upon individual performance

measured against stretching personal objectives set by the Board

and Remuneration Committee.

– As reported in the 2023 Annual Report, no bonus was payable

to the Executive Directors for 2023.

(5) Long-term incentives – Long Term Incentive Plan (“LTIP”),

Restricted Share Plan (“RSP”) and Deferred Bonus Plan (“DBP”)

The long-term incentive awards value shown in the single figure of total

remuneration table relate to the following awards:

LTIP awards made in 2021 and vesting in respect of performance

to 31 December 2023

For awards made in 2021, 33% of an award was subject to TSR with

the Company’s TSR performance ranked against the constituents

of the FTSE 250 Index (excluding financial services companies and

investment trusts) over a three-year performance period. Threshold

performance for the TSR performance condition was at the median

point of the comparator group and resulted in 25% of an award vesting.

Full vesting for the TSR element was set at the upper quartile point

of the comparator group. A straight-line sliding scale operated between

each of the above points. Below threshold performance none of the

award vested.

67% of the award was subject to adjusted Earnings Per Share*

growth over a three-year performance period ended 31 December 2023.

The threshold for adjusted basic Earnings Per Share* vesting was set

at 60 pence per share and full vesting for adjusted basic Earnings

Per Share* was set at 100 pence per share with a straight-line

progression between each point. Below threshold performance,

none of the adjusted basic Earnings Per Share* element vested.

Vesting was underpinned by Remuneration Committee discretion

that took into account, in particular, ROCE performance over the

performance period for the EPS* element of the award.

The Company’s adjusted basic EPS* for the year ended 31 December

2023 was 8.5 pence and the Company’s TSR for the three-year

performance period ended 31 December 2023 was -56% and with the

Company ranked at the 8th percentile against the comparator group.

Neither the TSR performance condition or EPS* performance condition

achieved threshold performance and the 2021 award did not vest and

lapsed in full on 4 March 2024.

LTIP award made in 2022 and vesting in respect of performance

to 31 December 2024.

For awards made in 2022, 33% of an award was subject to TSR with

the Company’s TSR performance ranked against the constituents

of the FTSE 250 Index (excluding financial services companies and

investment trusts) over a three-year performance period. Threshold

performance for the TSR performance condition was set at the median

point of the comparator group and would result in 25% of an award

vesting. Full vesting for the TSR element was set at the upper quartile

point of the comparator group. A straight-line sliding scale operated

between each of the above points. Below threshold performance none

of the award vested. 67% of the award was subject to adjusted

Earnings Per Share* growth over a three-year performance period

ending 31 December 2024. The threshold for adjusted basic Earnings

Per Share* vesting was set at 100 pence per share and full vesting for

adjusted basic Earnings Per Share* was set at 130 pence per share with

a straight-line progression between each point. Below threshold

performance, none of the adjusted basic Earnings Per Share* element

vested. Vesting would be underpinned by Remuneration Committee

discretion taking into account, in particular, ROCE performance over the

performance period for the EPS* element of the award. The Company’s

adjusted basic EPS* for the year ended 31 December 2024 was -17.9

pence and the Company’s TSR for the three-year performance period

ended 31 December 2024 was -82.1% and with the Company ranked

at the 2nd percentile against the comparator group. Neither the TSR

performance condition or EPS* performance condition achieved

threshold performance and so the 2022 award did not vest and lapsed

in full on 11 March 2025.

Videndum plc

Annual Report and Accounts 2024

LTIP awards – 2023

The Committee would normally make an LTIP award to the Executive Directors following the announcement of the prior year financial results in

March/April each year. This would be on the basis of an award representing 150% of salary for the Group Chief Executive and 125% for the Group

Chief Financial Officer.

Given the significant impact of macroeconomic events coupled with the writers’ and actors’ strikes, the Committee made no LTIP awards in 2023

on grounds that it was not possible to set meaningful performance conditions at such a turbulent time for the Group.

LTIP awards – 2024

Given that no LTIP award was made in 2023, the Committee took this into account when considering the need to make an LTIP award in 2024 for both

retention and incentivisation purposes. As a consequence, the Committee made an LTIP award to the Executive Directors on 2 May 2024. The following

table provides details of the LTIP award made on 2 May 2024. The Remuneration Committee set challenging performance conditions as set out below.

The 2024 LTIP Award is to be measured over the three financial years from 1 January 2024 to 31 December 2026. Awards are split in performance

conditions so that 33% is based on the Company’s TSR performance and 67% is based on adjusted EPS performance. Vesting of the 2024 LTIP award

will be as follows:

For the TSR element, the Company’s TSR performance is compared against the constituents of the FTSE 250 Index (excluding financial services

companies and investment trusts) over the three-year performance period.

Threshold performance for the TSR element is at the median point of the comparator group and results in 25% of an award vesting. Full vesting of the

TSR element is at the upper quartile of the comparator group. A straight-line sliding scale operates between each of the above points. Below threshold

performance, none of the TSR element vests. 67% of the award is subject to adjusted basic EPS* growth over the same three-year period. Threshold for

adjusted basic Earnings Per Share* vesting was set at 38 pence per share and full vesting for adjusted basic Earnings Per Share* was set at 50 pence per

share with a straight-line progression between each point. Below threshold performance, none of the adjusted basic Earnings Per Share element will vest.

Vesting of the 2024 award will be underpinned by Remuneration Committee discretion that will take into account, in particular, ROCE performance over

the three-year performance period for the EPS element of the award.

Dividends that would have been paid on shares vesting under the LTIP during the performance period are reinvested in additional shares. There is no

retesting of any performance condition under any LTIP award.

TSR is calculated on the basis of growth in the Company’s share price over a three-year performance period plus dividends paid during that period and

expressed as a percentage of average compound annual growth. Share price performance is averaged over three months at the start and end of the

performance period to eliminate volatility that may result in an anomalous outcome. The TSR performance is independently verified by FIT

Remuneration Consultants on behalf of the Committee and is ranked against the comparator group companies’ TSR performance to determine

the outcome.

LTIP award to Executive Directors made on 2 May 2024

Director Type of award Award date

Number of

shares awarded Face value

Face value %

of salary

Threshold

vesting %

Maximum

vesting %

End of

performance

period

Stephen Bird (left

25 October 2024)

Performance

2 May 2024 286,817 £800,219 150% 25% 100% 31 Dec 2026

Andrea Rigamonti

(left 25 October

2024)

Performance

2 May 2024 153,134 £427,243 125% 25% 100% 31 Dec 2026

The face value has been calculated using the three-day average share price from 26 to 30 April 2024 prior to the award being made on 2 May 2024.

This was £2.79.

Stephen Harris LTIP 2024 LTIP award

Following Stephen Harris becoming Executive Chairman with effect from 25 October 2024, an LTIP award was made to him in 2024 on the following basis:

On the 18 December 2024, Stephen Harris received an LTIP conditional share award over 200,000 ordinary shares. At the date of the award this

represented 153.7% of salary using a share price of £1.922 per share (the two-day average closing mid market share price) of 16 and 17 December 2024.

Subject to satisfaction of performance conditions, the LTIP award to Stephen Harris will vest on 18 December 2026. A further LTIP conditional share

award was made to Stephen Harris on 6 January 2025 over 200,000 shares and subject to satisfaction of performance conditions will vest on

18 December 2026. The 6 January 2025 award represented 116.4% of salary using a share price of £1.455 per share (based on the two-day average

closing mid-market share price of 2 and 3 January 2025). Performance conditions for both LTIP awards are considered to be commercially sensitive and

as such, will be disclosed at the vesting of the award. Upon vesting, Stephen Harris will be required to hold the net vested shares for a further two-year

period. While the UK Corporate Governance Code provision 36 guides that share awards should have a total vesting and holding period of five years or

more, the Committee did not feel this was appropriate given the critical need for Stephen Harris to lead the Company as Executive Chairman while the

search for a new Group Chief Executive is conducted.

Deferred Bonus Plan 2024 awards

Executive Directors did not earn any bonus for 2023 that would normally be paid in March 2024 and therefore there was no deferral into the Deferred

Bonus Plan in 2024. Normally, Executive Directors are required to defer 50% of the after tax bonus to be held through the Employee Trust in the form

of shares in the Company for a three-year period. Details of Executive Directors’ holding of shares through the Deferred Bonus Plan are set out on

page 89.

Annual Report on Remuneration continued

Corporate Governance Financial StatementsStrategic Report

RSP Award – Andrea Rigamonti

The value shown in the single figure of total remuneration table on page 81 for Andrea Rigamonti relates to a Restricted Share Plan award made

to him prior to his appointment as a Director on 13 December 2022. The award was made to him on 16 November 2021 and the final tranche vested

on 1 March 2024. The Ordinary share price on the 1 March 2024 was £3.36. Due to a closed period, the award was exercised on 1 October 2024.

There were no performance conditions tied to the award, with vesting subject to continued employment.

Payments for loss of office (audited)

On 25 October 2024 Stephen Bird and Andrea Rigamonti ceased to be Chief Executive Officer and Chief Financial Officer respectively. As part

of the negotiated settlement agreements for each the following payments were agreed:-

Stephen Bird – settlement agreement signed on 20 November 2024

Salary and benefits (including pension) – Stephen Bird will receive his salary and benefits in the normal way until the expiry of his notice period on

25 October 2025. He remains on garden leave until this date. Stephen Bird will receive a payment in lieu of accrued but untaken holiday as at the

termination date of his employment (25 October 2025).

Long Term Incentive Plan – Stephen Bird’s outstanding LTIP award granted on 11 March 2022 lapsed on 11 March 2025 having failed to achieve the

performance conditions set. The LTIP award granted on 2 May 2024 will lapse in full when Stephen Bird’s employment terminates on 25 October 2025.

Date of grant

Number of shares

under award Normal Vesting Date

11 March 2022 55,722

(lapsed in full)

11 March 2025

2 May 2024 (award will lapse in full on 25

October 2025)

286,817 2 May 2027

Deferred Bonus Plan – Stephen Bird’s outstanding DBP awards are expected to vest in full in accordance with their normal vesting dates in 2025 and

2026, as set out in the table below:

Date of grant

Number of shares

under award Normal Vesting Date

4 April 2022 11,115 4 April 2025

3 April 2023 9,093 3 April 2026

Professional Costs – Stephen Bird received a capped contribution towards outplacement support of £30,000 (plus VAT) and a capped contribution

towards his legal fees in connection with his departure of up to £20,000 (plus VAT).

The following payments were made to Stephen Bird following his departure on 25 October 2024 until 31 December 2024 in accordance with the terms

of his settlement agreement:

– Salary: £96,703

– Car allowance: £4,835

– Pension supplement: £7,736

Stephen Bird will not receive any other remuneration payment or payment for loss of office.

Andrea Rigamonti – settlement agreement signed on 19 December 2024

Salary and benefits (including pension) – Andrea Rigamonti will receive his salary and benefits in the normal way until the expiry of his notice period

on 20 December 2025. He remains on garden leave until this date. A severance payment of £30,000 will be paid on the expiry of his notice.

Long Term Incentive Plan – Andrea Rigamonti’s outstanding LTIP award granted on 11 March 2022 lapsed on 11 March 2025 having failed to achieve

the performance conditions set. The LTIP award granted on 2 May 2024 has been pro-rated to the termination date of 20 December 2025 and subject

to satisfaction of performance conditions remains capable of vesting.

Date of grant

Number of shares

under award Normal Vesting Date

11 March 2022 13,388

(lapsed in full)

11 March 2025

2 May 2024* 83,629

(pro rata award to

termination date)

2 May 2027

* It is noted that the performance conditions tied to this LTIP award (set out on page 83) are not likely to be achieved.

Videndum plc

Annual Report and Accounts 2024

Deferred Bonus Plan – Andrea Rigamonti’s outstanding DBP award is expected to vest in full in accordance with the normal vesting date in 2026 ,

as set out in the table below:

Date of grant

Number of shares

under award Normal vesting date

3 April 2023 317 3 April 2026

Professional costs – Andrea Rigamonti received a capped contribution towards his legal fees in connection with his departure of up to £2,750 (plus VAT).

Andrea Rigamonti will not receive any other remuneration payment or payment for loss of office.

The following payments were made to Andrea Rigamonti following his ceasing to be a Director on 25 October 2024 until 31 December 2024

in accordance with the terms of his settlement agreement:

– Salary: £61,957

– Car allowance: £3,452

– Pension supplement: £4,957

Other than as disclosed above, no other payments were made in 2024 to past Directors of the Company.

Non-Executive Directors

The Non-Executive Directors were paid the following fees in 2024:

Role 2024 annual feeComment

Chairman £210,000

(£250,000 with

effect from

25 October 2024

Stephen Harris’ fee as Chairman upon his appointment to the role on 1 May 2024 was set at £210,000

per annum (increased from his predecessor’s fee (Ian McHoul) of £184,000. With effect from 25

October 2024, Stephen Harris became Executive Chairman and his remuneration in that role increased

to £250,000 per annum. Prior to 1 May 2024, Stephen Harris was paid the base fee as a Non-Executive

Director.

Non-Executive

Director

£65,400 Base fee increased to £65,400 per annum with effect from 1 July 2024 from £55,400 reflecting

market data for non-executive directors of similar sized listed companies and the significant time

commitment for the role

Chair of Audit

Committee

£10,000 Fee was last increased on 1 January 2014

Chair of Remuneration

Committee

£10,000 Fee was last increased on 1 January 2019

Senior Independent

Director

£8,000 Fee was last increased on 1 January 2019

Employee

Engagement

Non-Executive

Director

£5,000 Fee introduced with effect from 1 January 2019

The above fees are reviewed annually by the Board with the support of FIT Remuneration Consultants providing market data to ensure that fees remain

appropriate given the size of the Company, time commitment and the need to attract the right experience for the role. The Non-Executive Directors

do not receive any other benefits from the Company.

Directors’ shareholding requirements and share interests (audited)

The Board has determined that Executive Directors of the Company are required to build up, over a reasonable period of time, a substantial

shareholding in the Company. This shareholding requirement is to represent at least two times base salary. The Executive Chairman, since his role

is an interim role, is not subject to this requirement, however any new Executive Directors who are appointed in the future will be required to comply

with this requirement.

The Chairman and Non-Executive Directors of the Company have no such shareholding requirement and have discretion as to whether to hold shares

in the Company or not. The tables below set out the interests in the ordinary shares of the Company held by each Director (or connected persons)

of the Company during the year ended 31 December 2024.

Under the UK Corporate Governance Code there is a requirement for the Company to develop a post-employment shareholding policy, encompassing

vested and unvested shares for Executive Directors. The detail of this post-employment shareholding policy is as follows:

Annual Report on Remuneration continued

Corporate Governance Financial StatementsStrategic Report

Upon the departure of an Executive Director, the post-employment shareholding policy will operate as follows:

– Shares held in the Employee Benefit Trust under the DBP will continue to be held in trust and will be released to the former Executive Director

in accordance with their normal vesting dates. The former Executive Director will be expected to hold any vested DBP shares at least until the

second anniversary of their departure date.

– Shares that have vested to an Executive Director under the LTIP and are subject to the two-year post vesting holding period will continue

to be required to be held by the former Executive Director until the expiry of the two-year post vesting holding period.

– In the event that an Executive Director is treated as a “good leaver” under the LTIP, then any outstanding LTIP awards that have not vested will

be prorated to the date of leaving and remain subject to satisfaction of performance conditions. Subject to those conditions being achieved at the

normal vesting date, shares will typically be released at the earlier of the expiry of the normal two-year post vesting holding period and the second

anniversary of their departure date.

– Shares purchased by an Executive Director using their own personal funds shall not be subject to this post-employment shareholding policy.

– Stephen Bird and Andrea Rigamonti who both ceased to be Directors on 25 October 2024 are subject to this post-employment shareholding policy.

Directors’ shareholding tables as at 31 December 2024 (audited):

Executive Director

Share ownership

requirement (%

of salary)

Number of

shares owned

outright

(including

connected

persons)

Number of

beneficially

owned (DBP

award shares)

Number of

shares unvested

and subject to

performance

(LTIP shares)

Number of

under option

(Sharesave)

Number of

under Restricted

Share Plan (RSP)

Ownership

requirements

met (based on

shares owned

outright and DBP

award shares)

Stephen Harris Not applicable 133,392 0 200,000 0 0Not applicable

Stephen Bird (left 25 October 2024) 200% 309,621 20,208 342,914 0 0 90%

Andrea Rigamonti (left 25 October 2024) 200% 57,789 317 83,629 2,865 0 25%

Chairman and Non-Executive Directors’ shareholdings as at 31 December 2024 (audited)

Director

1 January 2024

or date of appointment if later

31 December

2024 (or date of

leaving if earlier)

Polly Williams (appointed 1 July 2024) 0 0

Caroline Thomson 15,897 15,897

Richard Tyson 6,399 6,399

Graham Oldroyd 37,453 37,453

Anna Vikström Persson 26,217 26,217

Ian McHoul (left 19 June 2024) 38,726 38,726

Erika Schraner (left 19 June 2024) 7,550 7, 550

Teté Soto (left 19 June 2024) 5,436 5,436

– The closing mid-market share price on 31 December 2024 (the last trading day of the year) was £1.46.

– The shares shown in the beneficial holdings table above were acquired by the Directors using their own funds, or in the case of Stephen Bird and Andrea Rigamonti, also through share incentive

schemes or similar.

– During the year ended 31 December 2024 Stephen Harris had the following share dealings:

– On 27 September 2024 acquired 21,033 ordinary shares.

– There has been no change to the Directors’ shareholdings described in the table above in the period from 31 December 2024 to 30 April 2025, the date of signing of this report other than the

following:

– On 6 January 2025 Stephen Harris was awarded a further 200,000 shares under the Long Term Incentive Plan. Details of this award are set out on page 84.

– Eva Lindqvist was appointed as an independent Non-Executive Director on 1 April 2025. As at the date of her appointment, she held 20,000 ordinary shares in the Company.

Directors’ shareholding requirements and share interests (audited) continued

Videndum plc

Annual Report and Accounts 2024

Sharesave

The Group operates an all-employee savings-related share option scheme in the UK (“Sharesave”) and a similar international plan in respect

of overseas employees in certain countries (US, Italy, Costa Rica and several other countries). The Scheme and Plan are open to all the Group’s

employees in those countries, including the Executive Directors. No current Director as at 31 December 2024 participates in the Sharesave scheme.

Stephen Bird and Andrea Rigamonti, as at the date of ceasing to be Directors of the Company on 25 October 2024, participated in the Sharesave

scheme as follows:

Director Date of grant

1 January

2024

(shares)

Options

exercised

during

the year

Options

lapsed during

the year

Options

granted

during the

year

31 December

2024

(shares) Exercise price

Market price

of date

of grant

(pence)

Date

from which

exercisable Expiry Date

Stephen Bird

(left 25 October

2024)

12 June

2024

0 0 2,865 2,865 0 £2.24 278.8

1 August

2027

28 February

2028

Andrea Rigamonti

(left 25 October

2024)

12 June

2024

990 0 990 2,865 2,865 £2.24 278.8

1 August

2027

28 February

2028

* The market price for the grant of shares under option was calculated on the basis of the three day average of the closing mid-market share price from 3 May to 8 May 2024 inclusive. A 20%

discount was applied to this price under this HMRC approved Sharesave Plan.

1 Stephen Bird cancelled his 12 June 2024 Sharesave Plan before 31 December 2024.

Long Term Incentive Plan

The following table sets out the outstanding awards under the LTIP as at 31 December 2024 for the Executive Directors (or as at the date of their

leaving). No LTIP awards were made in 2023 due to challenging market conditions.

Director

Date of

award

Awards

at 1 January

2024

Awards

exercised

during the

year

Associated

dividend

with the

exercised

award

Awards

lapsed

during

the year

Awards

made during

the year

At 31

December

2024

Market price

on which

award made

(pence)

Market price

at exercise

date (pence)

Face value

of award

Percentage of

interest that

vests if threshold

performance

achieved

End of

performance

period

Stephen

Harris

18 Dec

2024

0 0 0 0 200,000 200,000 192.2 – 153% 0% 18 Dec 2026

Total 0 0 0 0 200,000 200,000

Stephen

Bird (left

25 October

2024)

March

2021

96,921 0 0 96,921 0 0 986 – 200% of

annual

salary

25%31 December

2023

March

2022

56,097 0 0 0 0 56,097 1097 – 125% of

salary

25%31 December

2024

2 May

2024

0 0 0 0 286,817 286,817 279 – 150% of

salary

25%31 December

2026

Total 153,018 0 0 96,921 286,817 342,914

Andrea

Rigamonti

(left 25

October

2024)

March

2022

13,388 0 0 0 0 13,388 1097 – n/a 25%31 December

2024

2 May

2024

0 0 0 69,505 153,134 83,629 279 – 125% 25%31 December

2026

Total 13,388 0 0 69,505 153,134 97,017

1 The LTIP award made on 3 March 2021 failed to achieve its performance conditions and lapsed in full on its third anniversary of 3 March 2024.

2 The LTIP award made on 11 March 2022 has failed to achieve its performance conditions and lapsed in full on its third anniversary of 11 March 2025.

3 On 6 January 2025, Stephen Harris received a further award of 200,000 shares under the LTIP. Subject to satisfaction of performance conditions these will vest on 18 December 2026.

4 Stephen Bird’s 2024 LTIP award will lapse in full on 25 October 2025. Andrea Rigamonti’s 2024 LTIP award has been prorated to the employment termination date of 20 December 2025

and 83,629 shares remain capable of exercise subject to satisfaction of performance conditions.

Annual Report on Remuneration continued

Corporate Governance Financial StatementsStrategic Report

Deferred Bonus Plan

Each year, Executive Directors are required to defer a proportion of any earned annual bonus into the DBP representing 50% of any after tax

bonus. As explained on page 84 of this report, no bonus was payable to the Executive Directors for 2023 or 2024. The following table sets out the

outstanding awards under the DBP as at 31 December 2024 for the Executive Directors (or as at their date of leaving in 2024). Stephen Harris does

not participate in the annual bonus plan or Deferred Bonus Plan in accordance with the terms of his service agreement.

Director

Date of

award

Awards at 1

January

2024

(shares)

Awards

exercised

during the

year

Associated

dividend

shares with

the exercised

awards

Awards

lapsed

during the

year

Awards

made during

the year

At 31

December

2024

Market price

on which

award made

(pence)

Market price

at exercise

date (pence)

Face value

of award

Percentage of

interest that

vests if

threshold

performance

achieved

End of

performance

period

Stephen

Bird

(left 25

October

2024)

13 May

2021

2,537 2,537 720 0 0 0 1394 280 50% of

annual

bonus

Not

applicable

Shares held in

Employee

Trust to third

anniversary of

award date

4 April

2022

11,115 0 0 0 0 11,115 1351 – 50% of

annual

bonus

Not

applicable

Shares held in

Employee

Trust to third

anniversary of

award date

3 April

2023

9,093 0 0 0 0 9,093 885 – 50% of

annual

salary

Not

applicable

Shares held in

Employee

Trust to vest

on third

anniversary of

the award

Total 22,745 2,537 720 0 0 20,208

Andrea

Rigamonti

(left 25

October

2024)

3 April

2023

317 0 0 0 0 317 885 – 50% of

annual

salary

Not

applicable

Shares held in

Employee

Trust to vest

on third

anniversary of

the award

Total 317 0 0 0 0 317

1 The DBP award made to Stephen Bird on 13 May 2021 vested on 13 May 2024.

2 The DBP award made on 4 April 2022 to Stephen Bird covered 50% of the bonus earned in respect of the financial year ended 31 December 2021. The award will vest on its third anniversary.

3 The DBP award made on 3 April 2023 to Stephen Bird covered 50% of the bonus earned in respect of the financial year ended 31 December 2022. Andrea Rigamonti’s DBP award on 3 April 2023

represented a proportion of his bonus earned in 2022 and is tied to his appointment as a Group Chief Financial Officer on 13 December 2022. The award will vest on its third anniversary

of 3 April 2026.

4 Under the terms of their respective termination agreements, Stephen Bird and Andrea Rigamonti’s DBP shares will only vest on their normal vesting date which is the third anniversary

of each award.

Videndum plc

Annual Report and Accounts 2024

Ten-year performance graph of the Company’s ordinary shares compared to comparator group

The Company is required to include a line graph showing the Company’s ordinary share performance compared to an appropriate index over a

ten-year performance period ending 31 December 2024. The graph below illustrates the Company’s annual TSR (share price growth plus dividends

that have been declared, paid and reinvested in the Company’s shares) relative to the FTSE 250 for the preceding ten-year period ending

31 December 2024, assuming an initial investment of £100. This index has been chosen since it is the comparator group (excluding financial services

companies and investment trusts) for one of the performance conditions tied to awards under the LTIP. The Committee notes that the FTSE 250

Index is a recognised broad market equity index, relatively complex and international in nature and is comparable to the Company’s business

operations where approximately 90% of revenues are generated outside the UK. TSR data is taken from Datastream.

Dec 14 Dec 15 Dec 16 Dec 17 Dec 18 Dec 19 Dec 20 Dec 21 Dec 22

£168

£32

£300

£0

£100

£50

£150

£200

£250

Dec 24

Videndum ordinary share FTSE 250 Index

Source: Datastream (a LSEG product)

Dec 23

Annual Report on Remuneration continued (unaudited)

Corporate Governance Financial StatementsStrategic Report

Performance table setting out the total remuneration of the Group Chief Executive

The following table sets out the single figure of total remuneration paid and the amount vesting under short-term and long-term incentives

(as a percentage of the maximum that could have been achieved) to the Group Chief Executive (or Executive Chairman in respect of Stephen Harris)

for each of the ten years ended 31 December 2024.

Year (ended 31 December) Group Chief Executive

CEO single figure of total

remuneration

Annual bonus payout

against maximum

opportunity % (including

actual amount paid)

Long-term incentive

vesting rates against

maximum opportunity %

2024 Stephen Bird

(until 25 October 2024)

Stephen Harris

(from 25 October 2024)

£575,812 0%

£0

2023 Stephen Bird £583,428 0%

£0

2022 Stephen Bird £1,150,877 50.4% 46.9%

£307,987

2021 Stephen Bird £1,166,196 95.5% 0%

(£566,588)

2020 Stephen Bird £701,744 22.5% 0%

(£133,489)

2019 Stephen Bird £1,151,858 21.5% 72.06%

(£124,445)

2018 Stephen Bird £2,280,723 66.9% 100%

(£377,925)

2017 Stephen Bird £1,596,214 88.4% 67.5%

(£486,771)

2016 Stephen Bird £962,299 77.9 % 0%

(£418,450)

2015 Stephen Bird £636,374 20% 0%

(£104,876)

Videndum plc

Annual Report and Accounts 2024

Percentage change in remuneration of the Directors and employees

The table below shows the year-on-year percentage change in salary, benefits and annual bonus earned between the year ended 31 December 2024

and the years ended 31 December 2023, 2022, 2021 and 2020 for the Directors, compared to the average of earnings of the parent Company

employees. The Remuneration Committee has selected this comparator group on the basis that each of the Directors is UK based and this provides

a local market reference, is a sizeable population and a fair representation of the Group’s employee base.

2019/20

Annual

salary

2019/20

Taxable

benefits

2019/20

Annual

bonus

2020/21

Annual

salary

2020/21

Taxable

benefits

2020/21

Annual

bonus

2021/22

Annual

salary

2021/22

Taxable

benefits

2021/22

Annual

bonus

2022/23

Annual

salary

2022/23

Taxable

benefits

2022/23

Annual

bonus

2023/24

Annual

salary

2023/24

Taxable

benefits

2023/24

Annual

bonus

Stephen Harris, Executive Chairman (appointed as a Director on 9 November 2023 and as Executive Chairman on 25 October 2024)

n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a 19% n/a n/a

Stephen Bird, Group Chief Executive (left 25 October 2024

2.5% 2.5% -7% 0% 0% 324% 3% 3% -45% 5% 5% -100% 4% 4% 0%

Andrea Rigamonti, Group Chief Financial Officer (left 25 October 2024)

n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a 10% 4% 0%

Caroline Thomson, Non-Executive Director

2.5% n/a n/a 0% n/a n/a 3% n/a n/a 5% n/a n/a 18% n/a n/a

Richard Tyson, Non-Executive Director

2.5% n/a n/a 0% n/a n/a 3% n/a n/a 5% n/a n/a 18% n/a n/a

Anna Vikström Persson, Non-Executive Director

n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a 18% n/a n/a

Graham Oldroyd, Non-Executive Director

n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a 18% n/a n/a

Polly Williams, Non-Executive Director (appointed 1 July 2024)

n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a 0%

Ian McHoul, Chairman (left 19 June 2024)

0% n/a n/a 0% n/a n/a 3% n/a n/a 5% n/a n/a 0% n/a n/a

Erika Schraner, Non-Executive Director (left 19 June 2024)

n/a n/a n/a n/a n/a n/a n/a n/a n/a 5% n/a n/a 0% n/a n/a

Teté Soto, Non-Executive Director (left 19 June 2024)

n/a n/a n/a n/a n/a n/a n/a n/a n/a 5% n/a n/a 0% n/a n/a

Parent Company employees

2.5% 2.5% -36% 2.2% 2.2% 2.92% 3% 3% -42% 5% 5% -100% 4% 4% 0%

Annual Report on Remuneration continued

Corporate Governance Financial StatementsStrategic Report

Group Chief Executive’s pay ratio disclosure

In accordance with Option C as set out in the Companies (Miscellaneous Reporting) Regulations 2018, the following table sets out Stephen Bird’s

(Group Chief Executive until 25 October 2024) and Stephen Harris’ (Executive Chairman from 25 October 2024 to 31 December 2024) total

remuneration for the year ended 31 December 2024 compared with all UK employees of the Group at the 25th percentile, 50th percentile and 75th

percentile. The data has been compiled from available data as at 31 December 2024 for all UK-based employees and no element of remuneration has

been excluded from the calculation. We have used the combined total remuneration for Stephen Harris and Stephen Bird for 2024 in their respective

roles leading the Company. This table will build up over a ten-year period. We have chosen Option C as it reflects all our UK workforce and is more

complete in showing the Group Chief Executive’s remuneration compared to the entire UK workforce. It uses bonus information usually paid in the

March following a year end as bonus information is not calculated until the March following a year end for many UK employees. No bonus was earned

in 2023 or 2024. The Company believes the median ratio is consistent with the Company’s wider policies on employee pay, reward and progression.

We seek to pay all employees including the Group Chief Executive fairly for the roles they perform and taking into account a range of factors

including the relevant role, their performance and internal and external measures including pay rates and pay gaps.

Year Method 25th percentile 50th percentile 75th percentile

2019 Option C 82:1 57:1 35:1

£27,833 £40,002 £64,086

2020 Option C 44:1 31:1 19:1

£25,866 £36,965 £61,245

2021 Option C 28:1 19:1 12:1

£26,361 £37,726 £58,866

2022 Option C 52:1 37:1 22:1

£29,804 £42,020 £69,610

2023 Option C 22:1 14:1 8:1

£26,901 £42,172 £69,489

2024 Option C £32,404 £44,550 £69,628

18:1 14:1 8:1

The actual salaries paid for each UK employee at the respective quartiles for 2024 were: 25th percentile – £30,618; 50th percentile – £41,112; and

75th percentile – £64,519. The change in the pay ratios from 2019 to 2024 has been impacted by COVID-19 as well as the impact of actors’ and

writers’ strikes in 2023. In 2020, the Company implemented short-time working and other measures such as salary waivers in response to the

pandemic. In 2021, Executive Directors did not receive any pay increase in contrast to the wider UK employee population and long-term incentives for

the Executive Directors did not vest due to performance conditions not being achieved. As the Company recovered from the impact of the pandemic

in 2023 and the Group had delivered a record profit in 2022 leading to a higher proportion of variable remuneration being delivered to the Group

Chief Executive, the pay ratio gap widens where annual bonuses and long-term incentives are payable. The impact of challenging macroeconomic

factors in 2023 coupled with the writers’ and actors’ strikes in 2023 have significantly impacted the Group’s performance in 2023 and into 2024 with

the result that variable remuneration has been significantly reduced. The change in executive management in October 2024 has further impacted

the pay ratio disclosure. We consider that the use of Option C and the percentiles shown for UK employees are reasonably representative.

Videndum plc

Annual Report and Accounts 2024

Relative importance of spend on pay

The following table sets out for the year ended 31 December 2024 compared to the year ended 31 December 2023 the actual expenditure of

the Company in terms of remuneration paid to or receivable by all employees of the Group and distributions to shareholders by way of dividends.

There have been no other significant distributions and payments required to be disclosed that would assist in understanding the relative importance

of spend on pay.

Year ended 31

December 2024

Year ended 31

December 2023 % change

Total remuneration paid to all Videndum employees £90.9m £95.8m -5.1%

Total dividends paid to shareholders £0m £0m 0%

Statement of implementation of Directors’ Remuneration Policy in the year ending 31 December 2025

This section provides an overview of how the Committee is proposing to implement the Remuneration Policy in 2025. It is noted that Stephen Harris

is currently serving as Executive Chairman under a service agreement dated 17 December 2024 while a search for a new Chief Executive Officer

is carried out. Subject to progress with that search, the Remuneration Committee will look to put in place a remuneration package for a new Chief

Executive Officer in line with the Policy Report as approved by shareholders.

(1) Base salary

The table below sets out the 2025 base salary for the Executive Chairman in line with a service agreement dated 17 December 2024.

Executive Director 2025 salary

Stephen Harris £250,000

(2) Benefits

Under his service agreement dated 17 December 2024, Stephen Harris will receive a car allowance of £25,000 in 2025 and the Company will also

pay for his private healthcare. Details of the premium for this will be disclosed in the 2025 Annual Report on Remuneration.

(3) Pension allowance

Executive Directors normally receive a pension contribution of 8% of base salary which is in line with pension contributions provided to the wider UK

employee workforce. Stephen Harris who became Executive Chairman on 25 October 2024 and has a service agreement dated 17 December 2024

does not receive any pension allowance.

(4) Annual bonus

Executive Directors normally have a maximum opportunity at 125% of base salary. Half of any net after tax annual bonus earned is to be deferred

into the DBP for a period of three years and held in the form of shares in the Company. There will be no matching award that can be earned on this

deferred bonus. Given the current challenges facing the business, no bonus plan for 2025 has been set.

Performance measures selected for the annual bonus plan in the future will reflect the strategic and operational objectives of the Group. The

Committee considers that the specific targets and personal objectives tied to the Annual Bonus Plan are commercially sensitive until after the end of

the accounting year that they apply to and therefore does not disclose them while inflight. The Committee will disclose these targets and objectives

once a bonus has been paid and subject to the Committee considering that they are no longer commercially sensitive. Stephen Harris who became

Executive Chairman on 25 October 2024 under the terms of his service agreement dated 17 December 2024, does not participate in an annual

bonus plan.

(5) Long Term Incentive Plan

Stephen Harris on 6 January 2025 received an LTIP award of 200,000 shares in the Company. This award subject to satisfaction of performance

conditions will vest on 18 December 2026. Full details are set out on page 84.

The Committee will consider the need to make further LTIP awards in 2025. The performance conditions for any such LTIP award will be determined

at that time to ensure that they are appropriate and in line with the Policy Report. Should an LTIP award be made, details will be announced to the

market, including the specific performance targets. Any awards vesting under the LTIP 2025, after deduction of taxes, will be subject to a further

two-year holding period, thereby more closely aligning the participants’ interests with the long-term interests of shareholders.

Annual Report on Remuneration continued

Corporate Governance Financial StatementsStrategic Report

(6) Executive Chairman and Non-Executive Directors’ remuneration

The fee structure for the Non-Executive Directors for 2025 is set out in the following table.

Role 2025 fee 2024 fee

Executive Chairman £250,000 £250,000

(£210,400)

Non-Executive Directors’ base fee £65,400 £65,400

(£55,400)

Chair of Audit Committee £10,000

£10,000

Chair of Remuneration Committee £10,000

£10,000

Senior Independent Director £8,000

£8,000

Employee Engagement Non-Executive Director £5,000

£5,000

1 Following a review of Non-Executive Directors’ fees based on an assessment of time commitments and market data, it was agreed that the fee for 2024 was increased with effect from 1July 2024.

2 The fees of the Chair of the Remuneration Committee and Senior Independent Director were last increased to their current level in 2019 to take account of the nature of each role, the time

commitment, performance of the respective individuals, market rates for the complexity of the roles and the calibre of individuals. The Audit Committee Chair’s fee upon review was considered

to be in line with market rates and appropriate for the demands of the role and complexity of the Company.

3 The Company appointed Caroline Thomson as the Non-Executive Director with responsibility for employee engagement in accordance with the 2018 UK Corporate Governance Code. Given the

responsibility of this role and additional work associated with it, the Board approved that a fee of £5,000 per annum be payable to Caroline Thomson for that role. This fee will be paid to any

other successor Non-Executive Director in future years. A full description of the activity involved with this role is given on page 56 of the Annual Report.

4 Upon his appointment as Chairman on 1 May 2024, Stephen Harris’ fee was increased to £210,000 per annum. Prior to that date, Stephen Harris received the Non-Executive Directors’ base fee.

Upon Stephen Harris’ appointment as Executive Chairman on 25 October 2024 Stephen Harris under a service agreement receives an annual salary of £250,000 per annum. His remuneration

for 2024, as Executive Chairman, is shown on page 82.

The Board has agreed that fees will typically be reviewed annually to ensure that they remain appropriate.

Malus and clawback

Under the rules of the Annual Bonus Plan, LTIP, RSP and DBP, awards are subject to a malus rule whereby the Remuneration Committee has

the power to reduce, cancel or impose further conditions upon a bonus or award in circumstances that the Committee determines such action

is appropriate, including circumstances where a material misstatement of the Company’s audited financial results has occurred, or serious

reputational damage to the Company has occurred as a result of a participant having breached the Company’s Code of Conduct, a miscalculation

or an assessment of any performance conditions that was based on incorrect information, or the occurrence of an insolvency or administration

event. In addition, under the above plans, a clawback provision exists where in the same circumstances as for malus, any future award that is paid

out can be clawed back from a participant for a period of up to three years from it vesting or being paid out. The Committee did not exercise the

power of malus and clawback in the year ended 31 December 2024 and up to the date of signing this report.

Voting at Annual General Meeting

At the Company’s AGM held on 19 June 2024, shareholders were asked for an advisory vote on the Directors’ Annual Report on Remuneration for the

year ended 31 December 2023. The resolution was approved by shareholders on a poll at the 2024 AGM and the table below sets out the proxy votes

voted for, against and withheld for the resolution.

Resolution

For proxy votes

and % of

votes cast

Against proxy

votes and % of

votes cast

Withheld

proxy votes

Advisory vote on the Annual Report on Remuneration for the year ended 31 December 2023 80,439,270 1,506,743 1,307,966

98.16% 1.84%

As at the date of the Company’s AGM on 19 June 2024 the Company had 94,201,206 ordinary shares in issue. The current Directors’ Remuneration

Policy was approved by shareholders at the 11 May 2023 AGM with 99.2% of votes in favour and 0.8% of votes against. The detail of the 2023 Policy

Report vote is as follows:

Resolution

For proxy votes

and % of

votes cast

Against proxy

votes and % of

votes cast

Withheld

proxy votes

To approve the Directors’ Remuneration Policy – to cover Directors remuneration for the period

from the 2023 AGM through to the 2026 AGM

38,446,561 310,248 14,099

99.2% 0.8%

The Remuneration Committee, in line with guidance, considers that an against vote of 20% or more of the votes cast is deemed to be significant in

connection with a resolution on Directors’ remuneration. In the event that a significant level of concern is raised at future AGMs, both the Chairman

of the Board and the Chair of the Remuneration Committee will contact the Company’s major shareholders following an AGM to understand the

precise detail of the concern being raised. Subject to that, the Committee and the Board as a whole will consider how best to address the concern

being raised. This may involve a revision to the Company’s Policy on Directors’ remuneration at a subsequent AGM or some other change which

can be implemented without further shareholder consultation. The Committee and the Board are committed to an open and transparent dialogue

with shareholders on material matters of concern.

Videndum plc

Annual Report and Accounts 2024

The Remuneration Committee

The Remuneration Committee comprised the following members during

2024: Caroline Thomson – Chair, Richard Tyson, Graham Oldroyd, Anna

Vikström Persson, Polly Williams (from 1 July 2024), Erika Schraner

(until 19 June 2024) and Teté Soto (until 19 June 2024).

All of the Committee members are independent Non-Executive

Directors. Upon her appointment to the Board on 1 April 2025, Eva

Lindqvist became a member of the Remuneration Committee.

The Committee, on behalf of the Board, determines the Policy, base

salaries, annual cash bonus arrangements, participation in incentive

schemes, pension arrangements and all other benefits received by

the Executive Directors including any exit packages.

The Committee also oversees the framework of remuneration for

the Executive Committee, including terms of service, pay structure,

annual cash bonus, pensions, share incentive arrangements and all

other benefits and also has regard to wider employee remuneration

within the Group.

The Committee invites individuals to attend meetings, as it deems

necessary, to assist with consideration of remuneration matters.

During 2024 the following individuals attended meetings of the

Committee: Ian McHoul (Board Chairman – until he stepped down),

Stephen Bird (Group Chief Executive – until his departure on 25 October

2024), Stephen Harris (Chairman Designate/Chairman) and Jon Bolton

(Group Company Secretary). Representatives of the Committee’s

remuneration advisor, FIT Remuneration Consultants, also attended

meetings in 2024.

The Executive Directors or members of the Executive Committee

are not present when their own remuneration is being considered.

The remuneration of the Chairman and the Non-Executive Directors

is determined by the Board as a whole, with the Chairman or the

relevant Non-Executive Director abstaining when his or her

remuneration is considered.

For further information regarding governance for the Remuneration

Committee see pages 70 and 71 of this Annual Report.

External advisors

The Committee appointed FIT Remuneration Consultants as its

external remuneration advisor in 2019. Their appointment involved the

Committee Chairman reviewing several potential advisors including

written proposals and interviews. Following this process, the

Remuneration Committee selected FIT Remuneration Consultants.

FIT Remuneration Consultants charge for their time given in providing

a service to the Company and during 2024 the level of fees paid to

remuneration advisors totalled £32,982 (2023: £60,060) and was

charged on a time basis. This fee covered advice relating to disclosures

in the 2023 Directors’ Remuneration report, measurement of

performance conditions associated with long-term incentive

arrangements, negotiation of exit agreements and general

remuneration advice including recruitment and retention packages.

FIT Remuneration Consultants do not provide any other services

to the Company. FIT Remuneration Consultants are a member of the

Remuneration Consultants Group and operate under that Group’s

voluntary code of practice for remuneration consultants in the UK.

The Committee is satisfied that the advice it received from FIT

Remuneration Consultants during 2024 was objective and independent.

The Company or any of its individual Directors has no other connection

with FIT Remuneration Consultants other than as acting as the

Committee’s external remuneration advisor. The Committee also

received advice and administrative support during 2024 from the

Group Company Secretary, Jon Bolton.

This Directors’ Remuneration report has been approved by the

Remuneration Committee and signed on its behalf by:

Caroline Thomson

Remuneration Committee Chair

30 April 2025

Annual Report on Remuneration continued

Corporate Governance Financial StatementsStrategic Report

Directors

The Directors who held office at 31 December 2024 and up to the date

of this report are set out on pages 48 and 49 along with their biographies.

Ian McHoul, Erika Schraner and Teté Soto did not seek re-election at

the Company’s 2024 Annual General Meeting and ceased to be directors

of the Company at the end of that meeting on 19 June 2024. Stephen

Harris succeeded Ian McHoul as Chairman with effect from 1 May 2024.

Polly Williams joined the Board as an independent Non-Executive

Director and Chair of the Audit Committee with effect from

1 July 2024.

Stephen Bird and Andrea Rigamonti ceased to be Directors on

25 October 2024 and with effect from the same date, Stephen Harris

became Executive Chairman.

Eva Lindqvist was appointed as an independent Non-Executive Director

with effect from 1 April 2025.

Caroline Thomson will not seek re-election at the Company’s 2025

AGM on 16 June 2025 and will be standing down as Chair of the

Remuneration Committee and from the Board from the close of that

meeting. Caroline will be succeeded as Chair of the Remuneration

Committee by Anna Vikström Persson and by Eva Lindqvist as the

independent non-executive director with responsibility for employee

engagement.

At the conclusion of the Company’s AGM on 16 June 2025, Richard Tyson

will stand down as Senior Independent Director and be replaced by

Eva Lindqvist in that role. Richard will remain on the Board as an

independent Non-Executive Director.

All Directors of the Company, with the exception of Caroline Thomson

as outlined, will stand for reappointment as Directors at the Company’s

2025 AGM and further details can be found in the AGM Notice.

The remuneration of the Directors including their respective

shareholdings in the Company is set out in the Remuneration report

on pages 69 to 96.

Directors’ and Officers’ liability insurance and indemnification

of Directors

The Company maintains Directors’ and Officers’ liability insurance

which gives appropriate cover for any legal action brought against

its Directors. The Company has also granted indemnities to each of

its Directors to the extent permitted by law. Qualifying third-party

indemnity provisions (as defined in Section 234 of the Companies Act

2006) have been adopted for each Director and indemnify in relation

to certain losses and liabilities which the Directors may incur to third

parties in the course of acting as Directors of the Company.

Shareholder rights

The Company’s shareholders have a series of rights in connection

with the governance of the Company. These are contained in statute,

principally the Companies Act 2006, regulations such as the UKLA’s

Listing Rules and in the Company’s Articles of Association. A

shareholder, or shareholders acting together, can use procedures

set out in the Companies Act 2006 to requisition a general meeting of

the Company. The Directors are required to call such a general meeting

once the Company has received requests to do so from shareholders

representing at least 5% of the paid-up capital of the Company

as carries the right of voting at general meetings of the Company

(excluding any paid-up capital held as treasury shares).

Under the Companies Act 2006, either (i) a member or members

representing at least 5% of the total voting rights of all the members

having a right to vote on the resolution at the AGM (excluding voting

rights attached to any treasury shares); or (ii) at least 100 members

with the right to vote on the resolution at the AGM and each holding,

on average, at least £100 of paid-up share capital, may require the

Company to give members of the Company entitled to receive notice

of the next AGM, notice of a resolution which may properly be moved

at that meeting. Such a resolution may be properly moved unless

it is defamatory, frivolous or vexatious or if it would be ineffective

for any reason.

Such a request may be in hard copy or electronic form and must identify

the resolution of which notice is to be given or the matter to be included

in the business, must be authorised by the person or persons making

it and must be received by the Company not less than six weeks before

the meeting. A request for a matter to be included in the business

of the meeting must also be accompanied by a statement setting

out the grounds for the request.

Shareholders have an express right to vote annually on the Directors’

Remuneration Report and at least every three years they have the right

to vote on the policy governing Directors’ remuneration. Under the

Company’s Articles of Association, shareholders have the right to vote

on the re-election of all Directors of the Company annually at the AGM.

It is also confirmed that under the Company’s governance

arrangements, including the Articles of Association, there are no anti-

takeover devices or provisions to prevent a takeover of the ownership

of the Company through the normal ways permitted under UK law

and regulation. There are no limitations on share ownership and the

issuance of new capital, subject to shareholder approval, would be to

address funding needs and is not a tool for an anti-takeover measure.

Share capital and powers for the Company issuing or buying

back its own shares

The Company was authorised by shareholders at the 2024 AGM

to purchase in the market up to 10% of the Company’s issued share

capital, as permitted under the Company’s Articles of Association.

During 2024, the Company purchased and cancelled 7,922 ordinary

shares as part of a small buy back programme to eliminate new issue

shares tied to a US Sharesave plan over which options were exercised

in 2024. The Company has only ordinary shares of 20 pence nominal

value in issue and does not have any shares held in treasury. Note 4.3

to the consolidated financial statements on page 160 summarises the

rights of the ordinary shares as well as the number issued during 2024.

An analysis of shareholdings is shown on page 188. The closing

mid-market price of a share of the Company on 31 December 2024,

together with the range during the year, is also shown on page 188.

For details of own shares held by the Company see note 4.3 to the

consolidated financial statements.

This standard authority is renewable annually and the Directors will

seek to renew it at the 2025 AGM.

The Directors were granted authority at the 2024 AGM to allot ordinary

shares up to a nominal amount of £1,884,024, which, at the time

represented 9,420,120 ordinary shares of 20 pence each (10% of the

Company’s issued share capital). This authority will apply until the

conclusion of the 2025 AGM. At the 2025 AGM, shareholders will be

asked to grant a new authority authorising the Directors to be able

to allot ordinary shares up to £12,560,098 representing approximately

66.66% of the Company’s issued ordinary share capital, 33.33% of

which is restricted to a fully pre-emptive offer. Further details are

set out in the 2025 AGM Notice.

At the 2024 AGM, a special resolution was passed to authorise the

Directors to allot ordinary shares for cash without first offering them

to existing shareholders in proportion to their existing shareholdings.

At the 2025 AGM, shareholders will be asked to renew this authority –

in line with the latest institutional shareholder guidelines and market

practice– to make non-pre-emptive issues for cash only and otherwise

up to a nominal amount of £1,884,014 (representing 10% of the

Company’s issued share capital).

A special resolution will also be proposed at the 2025 AGM to renew the

Directors’ authority to repurchase up to 10% of the Company’s issued

Directors’ report

Videndum plc

Annual Report and Accounts 2024

ordinary shares in the market. While the Directors have no present

intention of exercising the authority to make market purchases,

the authority provides the flexibility to allow them to do so in the future

and any shares purchased pursuant to this authority may be held

in treasury or may be cancelled.

Dividends

No final dividend has been recommended by the Board given the current

financial performance of the business. The Board will look to resume

dividend payments when appropriate to do so.

Substantial shareholdings

The Company had been advised under the Disclosure Guidance and

Transparency Rules, or had ascertained from its own analysis, that the

following held notifiable interests in the voting rights in the Company’s

issued share capital, as at 30 April 2025:

Shareholder

Number of

voting rights % of voting rights

Alantra Asset Management 22,603,060 23.99%

Aberforth Partners 17,668,340 18.76%

M&G Investments 6,474,435 6.87%

Royal London Asset Management 6.395,006 6.79%

Artemis Investment Management 4,062,827 4.31%

BGF Investments 3,227,700 3.43%

Committees of the Board

The Board has established Audit, Nominations and Remuneration

Committees. Details of these Committees, including membership,

governance and their activities during 2024, are contained in the

Governance section of this Annual Report and in the Remuneration

report.

Stakeholder engagement

The Board’s engagement with various stakeholders is outlined on pages

24 to 25 and page 56.

Companies Act 2006 disclosures

In accordance with Section 992 of the Companies Act 2006 the

Directors disclose the following information:

– The Company’s capital structure and voting rights are summarised

in note 4.3, and there are no restrictions on voting rights nor any

agreement between holders of securities that result in restrictions

on the transfer of securities or on voting rights.

– The Company purchased and cancelled 7,922 of its own shares

on 5 November 2024 and the Company holds no ordinary shares

in treasury.

– There exist no securities carrying special rights with regard to the

control of the Company.

– Details of the substantial shareholders holding over 3% of the issued

share capital and their shareholdings in the Company are listed

in the table on the left.

– Shares awarded under the Company’s DBP are held in a nominee

capacity by the Employee Benefit Trust (“EBT”). The Trustees of the

EBT do not seek to exercise voting rights on shares held in the EBT.

No voting rights are exercised in relation to shares unallocated

to individual beneficiaries.

– The rules concerning the appointment and replacement of Directors,

amendment to the Articles of Association and powers to issue

or buy back the Company’s shares are contained in the Articles

of Association of the Company and the Companies Act 2006.

– There exist no agreements to which the Company is party that may

affect its control following a takeover bid.

– There exist no agreements between the Company and its Directors

providing for compensation for loss of office that may occur because

of a takeover bid.

Articles of Association

The Company’s Articles of Association set out the rights of

shareholders including voting rights, distribution rights, attendance

at general meetings, powers of Directors, proceedings of Directors

as well as borrowing limits and other governance controls. A copy

of the Articles of Association can be requested from the Group

Company Secretary.

Conflicts of interest

During the year no Director held any beneficial interest in any contract

significant to the Company’s business, other than a contract of

employment. The Company has procedures set out in the Articles

of Association for managing conflicts of interest. Should a Director

become aware that they, or their connected parties, have an interest

in an existing or proposed transaction with the Group, they are required

to notify the Board as soon as reasonably practicable.

Directors’ report continued

Corporate Governance Financial StatementsStrategic Report

Political donations

Further to shareholder approval at the 2021 AGM empowering the Directors to make political donations, it is confirmed that no such donations were

made in the year ended 31 December 2024. The Company’s policy is not to make political donations. A resolution is put to shareholders at the 2025

AGM requesting to renew this existing authority that expires in May 2025.

Reporting requirements

The following sets out the location of additional information which forms part of the Directors’ report:

Reporting requirement Comprising Location

Strategic report – An indication of the Group’s likely future business

developments.

– An indication of the Group’s research and development

activities.

– Information on the Group’s policies for the employment

of disabled persons and employee involvement.

– The Group’s disclosures regarding greenhouse gas emissions.

Pages 2 to 45.

Non-financial information statement – Environmental matters, employees, social matters, respect

for human rights, anti-corruption and anti-bribery matters.

– Business model.

– Policies.

– Principal risks.

– Non-financial KPIs.*

Page 45.

Statement on corporate governance – Review of the Board’s governance arrangements during

the year.

– Review of the Board’s Committee’s arrangements during

the year.

Pages 52 to 68.

Financial instruments – Financial risk management objectives and policies of the Group.

– The exposure of the Group to foreign currency risk, interest rate

risk, and liquidity risk.

Page 153.

Responsible business – Explanation of our approach to business ethics, employees,

community and the environment.

Pages 26 to 44.

Employee engagement statement – Explanation of how the Directors have engaged with employees

and taken them into account when making principal decisions.

Employee engagement and

Stakeholder engagements section

on page 56.

Statement regarding fostering

relationships with suppliers,

customers and others

– Explanation of how the Directors have fostered the Company’s

business relationships with suppliers, customers, employees

and others, and taken each group into account when making

principal decisions.

Section 172 statement on page 55.

Going concern

The Board has, as at the date of signing these financial statements determined that a material uncertainty exists over the going concern

assumption, that may cast significant doubt on the Group’s ability to continue as a going concern, such that it may be unable to realise its assets

and discharge its liabilities in the normal course of business. The full going concern and viability statement is outlined on pages 14 and 15.

* The Group uses APMs to aid the comparability of information between reporting periods and Divisions, by adjusting for certain items which impact upon IFRS measures, to aid the user

in understanding the activity taking place across the Group’s businesses. APMs are used by the Directors and Management for performance analysis, planning, reporting and incentive purposes.

Where relevant, further information on specific APMs is provided in the Glossary on page 181. The Group believes that these APMs, which are not considered to be a substitute for or superior

to IFRS measures, provide stakeholders with additional helpful information and enable an alternative comparison of performance over time.

Videndum plc

100

Annual Report and Accounts 2024

Statement of Directors’ responsibilities in respect of the

financial statements

The Directors are responsible for preparing the Annual Report and

Accounts and the financial statements in accordance with applicable

law and regulation.

Company law requires the directors to prepare financial statements

for each financial year. Under that law the directors have prepared

the group financial statements in accordance with UK-adopted

international accounting standards and the parent company financial

statements in accordance with United Kingdom Generally Accepted

Accounting Practice (United Kingdom Accounting Standards,

comprising FRS 101 “Reduced Disclosure Framework”, and

applicable law).

Under company law, Directors must not approve the financial

statements unless they are satisfied that they give a true and fair view

of the state of affairs of the group and parent company and of the

profit or loss of the group for that period. In preparing the financial

statements, the directors are required to:

– Select suitable accounting policies and apply them consistently.

– State whether applicable UK-adopted international accounting

standards have been followed for the group financial statements

and United Kingdom Accounting Standards, comprising FRS 101 have

been followed for the parent company financial statements, subject

to any material departures disclosed and explained in the financial

statements;

– Make judgements and estimates that are reasonable and prudent;

and

– Prepare the financial statements on the going concern basis unless

it is inappropriate to presume that the group and the Parent

Company will continue in business.

The Directors are responsible for safeguarding the assets of the group

and parent company and hence for taking reasonable steps for the

prevention and detection of fraud and other irregularities.

The Directors are also responsible for keeping adequate accounting

records that are sufficient to show and explain the group’s and parent

company’s transactions and disclose with reasonable accuracy at any

time the financial position of the group and parent company and enable

them to ensure that the financial statements and the Directors’

Remuneration Report comply with the Companies Act 2006.

The Directors are responsible for the maintenance and integrity of the

parent company’s website. Legislation in the United Kingdom governing

the preparation and dissemination of financial statements may differ

from legislation in other jurisdictions.

Post Balance Sheet events

On 9 April 2025 the Group sold its Amimon business, part of

the Creative Solutions Division, for a gross cash consideration of

$1.0 million (£0.8 million). In addition, Teradek LLC, also part of the

Creative Solutions Division, received $2.3 million (£1.8 million) for

entering into a licence agreement to grant Amimon a licence to use

certain technology.

The Group obtained a covenant waiver for the February and March

2025 covenant tests. See section 1 “Basis of preparation” for updates

in relation to Amended Covenants and borrowing facilities.

There were no other events after the Balance Sheet date that

require disclosure.

Disclosure of information to the auditors

The Directors who held office at the date of approval of this Directors’

report confirm that, so far as they are each aware, there is no relevant

audit information (as defined in Section 418(2) of the Companies Act

2006) of which the Company’s auditors are unaware; and each Director

has taken all the steps that they ought to have taken as a Director

to make themselves aware of any relevant audit information and to

establish that the Company’s auditors are aware of that information.

Responsibility Statement of the Directors in respect of the

Annual Report and Accounts

Each of the Directors, whose names and functions are listed on page 48

and 49 of the Annual Report and Accounts, confirm that, to the best

of their knowledge:

– the financial statements, prepared in accordance with the applicable

set of accounting standards, give a true and fair view of the assets,

liabilities, financial position and profit or loss of the issuer and the

undertakings included in the consolidation taken as a whole; and

– the Strategic report and Directors report (including the Governance

report) include a fair review of the development and performance

of the business and the position of the issuer and the undertakings

included in the consolidation taken as a whole, together with

a description of the principal risks and uncertainties they face.

Annual General Meeting (“AGM”)

The 2025 AGM will be held at 2.00pm on Monday, 16 June 2025

at Hilton Syon Park, Park Road , Isleworth, TW8 8JF.

The Company will be making use of the electronic voting facility

provided by its registrars, Equiniti Limited. The facility includes

CREST voting for members holding their shares in uncertificated form.

For further information, please refer to the section on online services

and electronic voting set out in the notes to the Notice of Meeting.

The notice of the AGM and an explanation of the resolutions to be

put to the meeting are set out in the Notice of Meeting accompanying

this Annual Report. The Board fully supports all the resolutions set out

in the Notice and encourages shareholders to vote in favour of each

of them as they intend to in respect of their own shareholdings. Voting

at the AGM will be conducted by way of a poll and shareholders are

encouraged to submit a completed proxy form in line with the

Notice of AGM.

Auditor

PricewaterhouseCoopers LLP has expressed its willingness to continue

in office as auditors and separate resolutions will be proposed at the

2025 AGM concerning the reappointment of PricewaterhouseCoopers

LLP and to authorise the Board to agree their remuneration.

The Directors’ report was approved and authorised for issue by

the Board of Directors on 30 April 2025 and signed on its behalf by

Jon Bolton

Group Company Secretary

30 April 2025

Directors’ report continued

Strategic Report Corporate Governance Financial Statements

101

Independent auditors’ report to the members

of Videndum plc

Report on the audit of the financial statements

Opinion

In our opinion:

– Videndum plc’s Group financial statements and company financial statements (the “financial statements”) give a true and fair view of the state

of the Group’s and of the company’s affairs as at 31 December 2024 and of the Group’s loss and the Group’s cash flows for the year then ended;

– the Group financial statements have been properly prepared in accordance with UK-adopted international accounting standards as applied in

accordance with the provisions of the Companies Act 2006;

– the company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice

(United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure Framework”, and applicable law); and

– the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements, included within the Annual Report and Accounts 2024 (the “Annual Report”), which comprise: the

Consolidated and Company Balance Sheet as at 31 December 2024; the Consolidated Statement of Profit or Loss, the Consolidated Statement of

Comprehensive Income/(Loss), the Consolidated and Company Statement of Changes in Equity and the Consolidated Statement of Cash Flows for

the year then ended; and the notes to the financial statements, comprising material accounting policy information and other explanatory

information.

Our opinion is consistent with our reporting to the Audit Committee.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under

ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We believe that the

audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We remained independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the

UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest entities, and we have fulfilled our other ethical responsibilities in

accordance with these requirements.

To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical Standard were not provided.

Other than those disclosed in the Audit Committee Report, we have provided no non-audit services to the company or its controlled undertakings in

the period under audit.

Material uncertainty related to going concern

In forming our opinion on the financial statements, which is not modified, we have considered the adequacy of the disclosure made in Section 1 to the

financial statements concerning the Group’s and the company’s ability to continue as a going concern.

The company relies on the overall performance of the Group to fulfil its liabilities and obligations in the foreseeable future. The Group has a Revolving Credit

Facility ending in August 2026. The Group’s lenders have agreed to covenant amendments through to the end of the facility and to raise the RCF cap from

the £129 million introduced through the December 2024 amendment process to £139 million for the remaining term of the RCF. This increase and the

covenant amendments are conditional on the company raising at least £6 million in net proceeds from a fully underwritten share placing to existing

and new shareholders on 30 April 2025.

In both base case and severe but plausible scenarios, the Group must complete its planned refinancing or satisfy lenders with alternative

deleveraging plan by October 2025 to avoid triggering an event of default. Under the severe but plausible scenario, multiple breaches of the Group’s

covenants are forecast within 12 months from the approval of these financial statements, with limited headroom forecast in June 2025.

Furthermore, under this scenario, without additional sources of funding or new measures to improve the liquidity situation the Group would have

insufficient liquidity to operate from the first quarter of 2026.

These conditions, along with the other matters explained in Section 1 to the financial statements, indicate the existence of a material uncertainty

which may cast significant doubt about the Group’s and the company’s ability to continue as a going concern. The financial statements do not

include the adjustments that would result if the Group and the company were unable to continue as a going concern.

In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the

financial statements is appropriate.

Our evaluation of the directors’ assessment of the Group’s and the company’s ability to continue to adopt the going concern basis of accounting included:

– Evaluating the base case scenario for the Group and company going concern assessment, including the directors’ assumptions over the Group’s

ability to increase profitability as a result of achieving operational efficiencies across several areas including obtaining the benefits from

restructuring activities.

– Considered the Group’s short term cashflow forecasts and how these compare to the 2025 base case;

– Verifying the approach and calculations used by the directors to determine the assumptions used in the severe but plausible downside scenario, in

particular over whether the assumptions over reduced sales were sufficiently severe and that operating profit margins were achievable.

– Reviewed the Group’s amended debt facility agreements and share placing agreement and considered the Group’s overall liquidity position and

covenant compliance during the going concern period under both base and severe but plausible downside cases.

Videndum plc

102

Annual Report and Accounts 2024

Independent auditors’ report to the members

of Videndum plc continued

In relation to the directors’ reporting on how they have applied the UK Corporate Governance Code, other than the material uncertainty identified

in Section 1 to the financial statements, we have nothing material to add or draw attention to in relation to the directors’ statement in the financial

statements about whether the directors considered it appropriate to adopt the going concern basis of accounting, or in respect of the directors’

identification in the financial statements of any other material uncertainties to the Group’s and the company’s ability to continue to do so over a period

of at least twelve months from the date of approval of the financial statements.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Our audit approach

Overview

Audit scope

– We conducted full scope audits at 4 components for Group reporting purposes. In addition, we performed an audit of one or more financial

statement line items at a further 16 components.

– The components on which audit procedures were performed together account approximately for 87% of Group revenue.

– As part of the Group audit supervision process, the Group engagement team met with and discussed the approach and results of audit procedures

with component teams and reviewed a selection of audit files and final deliverables. In-person site visits to components in Italy and the US were

also performed.

– The Group engagement team audited the company and other central functions including those covering the Group treasury operations, corporate

taxation, post-retirement benefits, and certain goodwill and intangible asset impairment assessments. The Group engagement team also

performed audit procedures over the Group consolidation and financial statements disclosures and performed Group level targeted risk

assessment procedures over out of scope components.

– The Group engagement team performed substantive procedures over all of the material balances and transactions of the parent company.

Key audit matters

– Material uncertainty related to going concern (Group and parent)

– Impairment of goodwill and other intangible assets (Group)

– Deferred tax asset recoverability (Group)

– Inventory obsolescence provision – deviations from the standard calculation under Group accounting policies (Group)

– Recoverability of investment in subsidiary undertakings (parent)

Materiality

– Overall Group materiality: £1.1 million based on approximately 0.4% of revenue.

– Overall company materiality: £0.5 million based on 1% of total assets limited by the application of component materiality.

– Performance materiality: £0.7 million (Group) and £0.3 million (company).

The scope of our audit

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements.

Strategic Report Corporate Governance Financial Statements

103

Key audit matters

Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the financial statements

of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by the

auditors, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the

efforts of the engagement team. These matters, and any comments we make on the results of our procedures thereon, were addressed in the

context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these

matters.

In addition to going concern, described in the Material uncertainty related to going concern section above, we determined the matters described

below to be the key audit matters to be communicated in our report. This is not a complete list of all risks identified by our audit.

Key audit matter How our audit addressed the key audit matter

Impairment of goodwill and other intangible assets (Group)

Refer to Section 1 “Critical accounting judgements and key sources of

estimation uncertainty” and note “3.1 Intangible assets”.

The Group has significant goodwill arising from the acquisition of

businesses and the carrying value is dependent on the financial

performance of the cash generating units (CGUs) to which it relates.

Goodwill allocated to each CGU is assessed for impairment annually

and whenever there is a specific indicator of impairment. The carrying

value of goodwill is required to be supported by the recoverable

amount, the higher of value in use or the fair value less costs of

disposal.

The value in use model requires estimation of projected future cash

flows and a number of estimates including discount rates, long-term

growth rates and expected changes to revenue and operating margins

during the forecast periods.

In making such future assumptions, there is an inherent level of

estimation uncertainty to consider. We determined there to be a

significant audit risk that the carrying value of goodwill may not be

supportable when compared to its recoverable amount.

Management’s assessment concluded that the carrying value of the

Media Solutions CGU and Production Solutions CGU exceeded their

value in use by £14.9 million and £31.1 million respectively.

We obtained management’s impairment assessment which uses a value

in use model. We tested the integrity of the Group’s model and assessed

the allocation of goodwill and acquired intangibles, ensuring calculations

were mathematically accurate.

We challenged the key assumptions used in the model to which the value

was most sensitive, including the revenue growth and profit margin for

each of the three CGUs.

We compared future cash flow performance to historic levels, as well

as to industry forecasts as part of our assessment as to whether the

planned performance was considered achievable.

We challenged the assumption within the forecasts that the business’s

cash flows would be earned into perpetuity.

We reviewed management’s sensitivity analysis and considered our own

sensitivities to changes in key assumptions and underlying cash flows.

With respect to the CGUs where goodwill was impaired, we considered

management’s assessment of the fair value less costs of disposal model

to ensure we agreed that the recoverable amount should be taken from

the value in use calculations.

We used our valuations auditor’s experts to assist us in our audit of the

discount rate and long term growth rate used.

We considered the adequacy of management’s disclosures with respect

to the impairment assessment and the key sensitivities to their estimates.

Based on the procedures performed, we noted no material issues arising

from our work.

Deferred tax asset recoverability (Group)

Refer to Section 1 “Critical accounting judgements and key sources

of estimation uncertainty” and note “2.4 Tax”. The Group recognises

deferred tax assets relating to carried forward losses and other tax

attributes in accordance with IAS 12 Income Taxes.

Deferred tax assets are recognised to the extent it is probable that

future taxable profit will be available against which the unused tax

losses, unused tax credits and deductible temporary differences can

be utilised. The recovery of the losses is dependent on the future

profitability of Group entities based in the jurisdictions with those

carried forward tax losses, most significantly in the United States

of America.

Management applied the same assumptions in the value in use

impairment model to evaluate whether sufficient taxable profits

are projected. Based on these forecasts the Group has released

£62.6 million of deferred tax assets in the period.

We obtained the Group’s recoverability assessment for the deferred tax

asset and checked the mathematical accuracy of the model.

We utilised our tax specialists to test that the quantum of tax losses and

other timing differences available was accurately determined, particularly

in the United States of America where rules are more complex.

We tested management’s forecasts supporting recoverability of

amounts recognised as a deferred tax asset, ensuring consistency with

the assumptions used in management’s other forecasts within the

going concern assessment and impairment models and that any

differences were adequately explained.

We considered in our review of disclosures whether the release was

presented in the correct period.

Based on the procedures performed we noted no material issues arising

from our work.

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104

Annual Report and Accounts 2024

Independent auditors’ report to the members

of Videndum plc continued

Key audit matter How our audit addressed the key audit matter

Inventory obsolescence provision – deviations from the standard

calculation under Group accounting policies (Group)

Refer to Section 1 “Critical accounting judgements and key sources of

estimation uncertainty” and note “3.3 Working capital”. At 31 December

2024, the Group held gross inventories of £126 million (FY23: £123.3

million) against which a provision of £43.5 million (FY23: £28.8 million)

had been recorded.

During the year the Group has experienced additional challenges in

managing inventory levels due to demand being less than planned.

Certain areas of inventory provisioning under the Group’s accounting

policy are more judgemental.

These judgemental areas include items subject to return, current

forecasts supporting significantly different sales compared with

historic data, safety stock and other significant events which might

make historic data unrepresentative of expected future sales.

The quantum of the total inventory balance and the level of judgement

involved to ensure that inventories are stated at the lower of cost and

net realisable value made this an area of focus.

We obtained management’s inventory provision calculation and tested

the mathematical accuracy of the provision based upon the provision

methodology in place for that component.

We assessed the appropriateness of the Group’s policy and challenged

any manual adjustments to the provision made under the judgemental

areas permitted by Group policy and tested a sample of these.

We obtained management’s analysis and challenged the feasibility of

the plans supporting the assumptions behind any manual adjustments.

We considered the adequacy of the Group’s disclosures in relation to the

value of inventory.

Based on the procedures performed, we noted no material issues arising

from our work.

Recoverability of investment in subsidiary undertakings (parent)

In the Notes to the company financial statements refer to note “h)

Investments in subsidiary undertakings”. The parent company holds

material investments in subsidiaries.

Due to the Group’s trading performance in the period and market

capitalisation, there was an indicator that these balances might

be impaired Management assessed the carrying value of these

investments using value in use models and concluded that an

impairment of £364.3m should be recognised.

Due to this assessment including assumptions about future

performance which are judgemental in nature, we determined

this to be a key area of focus.

We obtained management’s impairment assessment which uses a value

in use model.

We tested the integrity of the Group’s model ensuring calculations were

mathematically accurate.

We challenged the key assumptions used in the model to which the value

was most sensitive, including the revenue growth and profit margin.

We compared future cash flow performance to historic levels, as well

as to industry forecasts as part of our assessment as to whether the

planned performance was considered achievable.

We challenged the assumption within the forecasts that the business’s

cash flows would be earned into perpetuity.

We used our valuations auditor’s experts to assist us in our audit of the

discount rate and long term growth rate used.

We considered the adequacy of management’s disclosures with respect

to the impairment assessment.

Based on the procedures performed, we noted no material issues

arising from our work.

How we tailored the audit scope

We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole,

taking into account the structure of the Group and the company, the accounting processes and controls, and the industry in which they operate. The

Group is structured across three divisions: Media Solutions, Production Solutions and Creative Solutions.

Based on our risk and materiality assessments, we determined which components required an audit of their complete financial information having

considered the relative significance of each entity to the Group, locations with significant inherent risks and the overall coverage obtained over each

material line item in the consolidated financial statements. We identified 4 components which, in our view, required an audit of their complete

financial information, due to size or risk characteristics. In addition to the business units in full scope, we performed an audit of one or more account

balances, classes of transactions or disclosures at 16 components, including revenue, cost of sales, expenses, trade and other receivables, other

creditors, cash, inventory, property, plant and equipment, capitalised development costs and tax. We also tested manual journal entries. This ensured

that appropriate audit procedures were performed to achieve sufficient coverage over these financial statement line items.

We used our local teams based in the United States and Italy to perform the relevant audit procedures over the overseas components that we have

determined require audit procedures to be performed.

The Group consolidation, financial statement disclosures and corporate functions were audited by the Group audit team. This included our work over

the consolidation, centrally recognised tax balances, goodwill, acquired intangibles, post-retirement benefits, share based payments, earnings per

share and treasury related balances. We have also performed targeted risk assessment analytics over certain smaller and lower risk components

that were not directly included in our Group audit scope. Our audit of the parent company financial statements was undertaken by the Group audit

team and included substantive procedures over all material balances and transactions.

Our audit of the parent company financial statements was undertaken by the Group audit team and included substantive procedures over all

material balances and transactions.

Strategic Report Corporate Governance Financial Statements

105

The impact of climate risk on our audit

Climate change is expected to present both risks and opportunities for the Group. Disclosure of the impact of climate change risk based on

management’s current assessment is incorporated in the Task Force on Climate-related Financial Disclosures (‘TCFD’) section of the Annual Report.

As part of our audit, we made enquiries of management to understand the extent of the potential impact of climate change on the Group’s business

and the financial statements, including reviewing management’s climate change risk assessment which was prepared with the assistance of an

external expert. Our procedures did not identify any material impact on our audit for the year ended 31 December 2024. We confirmed with

management and the Audit Committee that the estimated financial impacts of climate change will be reassessed prospectively and our expectation

is that climate change disclosures will evolve as the understanding of the actual and potential impacts on the Group’s future operations is

established with greater certainty.

Materiality

The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with

qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual

financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate on the financial

statements as a whole.

Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:

Financial statements – Group Financial statements – company

Overall materiality £1.1 million. £0.5 million.

How we determined it approximately 0.4% of revenue 1% of total assets limited by the application

of component materiality

Rationale for benchmark applied We considered different benchmarks based on a

number of profit measures and revenue. We

considered revenue to better reflect the size of the

business given the continued challenging

performance of the Group in 2024 and decline in

profitability against initial forecasts. Based on our

professional judgement, we concluded that an

amount of £1.1 million was appropriate representing

approximately 0.4% of the Group’s revenue.

The company primarily holds intercompany

receivables, investments in subsidiaries and debt.

Accordingly we considered that total assets is the

primary measure for shareholders when assessing

the financial statements of the ultimate holding

company of the Group.

For each component in the scope of our Group audit, we allocated a materiality that is less than our overall Group materiality. The range of

materiality allocated across components was approximately £0.2 million to £0.6 million.

We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected

misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of our audit and the nature and

extent of our testing of account balances, classes of transactions and disclosures, for example in determining sample sizes. Our performance

materiality was 62.5% of overall materiality, amounting to £0.7 million for the Group financial statements and £0.3 million for the company financial

statements.

In determining the performance materiality, we considered a number of factors – the history of misstatements, risk assessment and aggregation

risk and the effectiveness of controls – and concluded that an amount in the middle of our normal range was appropriate.

We agreed with the Audit Committee that we would report to them misstatements identified during our audit above £56,700 (Group audit) and

£56,700 (company audit) as well as misstatements below those amounts that, in our view, warranted reporting for qualitative reasons.

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106

Annual Report and Accounts 2024

Independent auditors’ report to the members

of Videndum plc continued

Reporting on other information

The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’ report thereon.

The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and,

accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the

other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be

materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to

conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. If, based on the

work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have

nothing to report based on these responsibilities.

With respect to the Strategic report and Directors’ report, we also considered whether the disclosures required by the UK Companies Act 2006 have

been included.

Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as

described below.

Strategic report and Directors’ report

In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and Directors’ report for the

year ended 31 December 2024 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.

In light of the knowledge and understanding of the Group and company and their environment obtained in the course of the audit, we did not identify

any material misstatements in the Strategic report and Directors’ report.

Directors’ Remuneration

In our opinion, the part of the Remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006.

Corporate governance statement

The Listing Rules require us to review the directors’ statements in relation to going concern, longer-term viability and that part of the corporate

governance statement relating to the company’s compliance with the provisions of the UK Corporate Governance Code specified for our review. Our

additional responsibilities with respect to the corporate governance statement as other information are described in the Reporting on other

information section of this report.

Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate governance statement

is materially consistent with the financial statements and our knowledge obtained during the audit, and, except for the matters reported in the

section headed ‘Material uncertainty related to going concern’, we have nothing material to add or draw attention to in relation to:

– The directors’ confirmation that they have carried out a robust assessment of the emerging and principal risks;

– The disclosures in the Annual Report that describe those principal risks, what procedures are in place to identify emerging risks and an explanation

of how these are being managed or mitigated;

– The directors’ statement in the financial statements about whether they considered it appropriate to adopt the going concern basis of accounting

in preparing them, and their identification of any material uncertainties to the Group’s and company’s ability to continue to do so over a period of

at least twelve months from the date of approval of the financial statements;

– The directors’ explanation as to their assessment of the Group’s and company’s prospects, the period this assessment covers and why the period

is appropriate; and

– The directors’ statement as to whether they have a reasonable expectation that the company will be able to continue in operation and meet its

liabilities as they fall due over the period of its assessment, including any related disclosures drawing attention to any necessary qualifications or

assumptions.

Our review of the directors’ statement regarding the longer-term viability of the Group and company was substantially less in scope than an audit

and only consisted of making inquiries and considering the directors’ process supporting their statement; checking that the statement is in

alignment with the relevant provisions of the UK Corporate Governance Code; and considering whether the statement is consistent with the

financial statements and our knowledge and understanding of the Group and company and their environment obtained in the course of the audit.

In addition, based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate governance

statement is materially consistent with the financial statements and our knowledge obtained during the audit:

– The directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and understandable, and provides the

information necessary for the members to assess the Group’s and company’s position, performance, business model and strategy;

– The section of the Annual Report that describes the review of effectiveness of risk management and internal control systems; and

– The section of the Annual Report describing the work of the Audit Committee.

We have nothing to report in respect of our responsibility to report when the directors’ statement relating to the company’s compliance with the

Code does not properly disclose a departure from a relevant provision of the Code specified under the Listing Rules for review by the auditors.

Strategic Report Corporate Governance Financial Statements

107

Responsibilities for the financial statements and the audit

Responsibilities of the directors for the financial statements

As explained more fully in the Statement of Directors’ responsibilities in respect of the financial statements, the directors are responsible for the

preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The

directors are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free

from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Group’s and the company’s ability to continue as a going

concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend

to liquidate the Group or the company or to cease operations, or have no realistic alternative but to do so.

Auditors’ responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,

whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not

a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can

arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic

decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities,

outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of

detecting irregularities, including fraud, is detailed below.

Based on our understanding of the Group and industry, we identified that the principal risks of non-compliance with laws and regulations related to

health and safety at work requirements, and we considered the extent to which non-compliance might have a material effect on the financial

statements. We also considered those laws and regulations that have a direct impact on the financial statements such as Companies Act 2006,

listing rules and tax legislation in relevant jurisdictions. We evaluated management’s incentives and opportunities for fraudulent manipulation of the

financial statements (including the risk of override of controls), and determined that the principal risks were related to the manipulation of reported

results through the posting of inappropriate journal entries and management bias in accounting for key estimates and judgements. The Group

engagement team shared this risk assessment with the component auditors so that they could include appropriate audit procedures in response to

such risks in their work. Audit procedures performed by the Group engagement team and/or component auditors included:

– Discussions with management, Internal Audit and internal legal counsel, including consideration of known or suspected instances of non-

compliance with laws and regulation and fraud;

– Assessment of matters reported to the Board, including those raised through the Group’s whistleblowing helpline;

– Challenging management’s significant judgements and estimates, in particular those relating to the carrying value of goodwill and other

intangible assets, the inventory obsolescence provision, the value of the parent company investment in subsidiaries and the valuation of the

deferred tax asset;

– Reviewing minutes of meetings of those charged with governance including the Board and Audit Committee meetings; and

– Identifying and testing journals, in particular journal entries posted with unexpected account combinations.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws

and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a

material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by,

for example, forgery or intentional misrepresentations, or through collusion.

Our audit testing might include testing complete populations of certain transactions and balances, possibly using data auditing techniques.

However, it typically involves selecting a limited number of items for testing, rather than testing complete populations. We will often seek to target

particular items for testing based on their size or risk characteristics. In other cases, we will use audit sampling to enable us to draw a conclusion

about the population from which the sample is selected.

A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/

auditorsresponsibilities. This description forms part of our auditors’ report.

Use of this report

This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with Chapter 3 of Part 16 of

the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to

any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

Videndum plc

108

Annual Report and Accounts 2024

Other required reporting

Companies Act 2006 exception reporting

Under the Companies Act 2006 we are required to report to you if, in our opinion:

– we have not obtained all the information and explanations we require for our audit; or

– adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from branches not

visited by us; or

– certain disclosures of directors’ remuneration specified by law are not made; or

– the company financial statements and the part of the Annual Report on Remuneration to be audited are not in agreement with the accounting

records and returns.

We have no exceptions to report arising from this responsibility.

Appointment

Following the recommendation of the Audit Committee, we were appointed by the members on 19 June 2024 to audit the financial statements for

the year ended 31 December 2024 and subsequent financial periods. This is therefore our first year of uninterrupted engagement.

Other matter

The company is required by the Financial Conduct Authority Disclosure Guidance and Transparency Rules to include these financial statements in an

annual financial report prepared under the structured digital format required by DTR 4.1.15R – 4.1.18R and filed on the National Storage Mechanism

of the Financial Conduct Authority. This auditors’ report provides no assurance over whether the structured digital format annual financial report

has been prepared in accordance with those requirements.

Jennifer Dickie (Senior Statutory Auditor)

for and on behalf of PricewaterhouseCoopers LLP

Chartered Accountants and Statutory Auditors

London

30 April 2025

Independent auditors’ report to the members

of Videndum plc continued

Strategic Report Corporate Governance Financial Statements

109

Videndum plc

110

Annual Report and Accounts 2024

Introduction and table of contents

Primary Statements

Consolidated Statement of Profit or Loss 111

Consolidated Statement of Comprehensive Income/(Loss) 112

Consolidated Balance Sheet 113

Consolidated Statement of Changes in Equity 114

Consolidated Statement of Cash Flows 115

Section 1 – Basis of Preparation 116

Section 2 – Results for the Year 121

2.1 Loss before tax (including segmental information) 121

2.2 Adjusting items 125

2.3 Net finance expense 128

2.4 Tax 129

2.5 Earnings per share 134

Section 3 – Operating Assets and Liabilities 136

3.1 Intangible assets 136

3.2 Property, plant and equipment 139

3.3 Working capital 141

3.4 Discontinued operations and non-current assets classified as held for sale 144

3.5 Provisions 146

3.6 Leases 147

3.7 Acquisitions 149

Section 4 – Capital Structure 150

4.1 Net debt 150

4.2 Financial instruments 153

4.3 Share capital and reserves 160

Section 5 – Other Supporting Notes 162

5.1 Employees 162

5.2 Pensions 163

5.3 Share-based payments 167

5.4 Contingent liabilities 169

5.5 Related party transactions 170

5.6 Group investments 170

5.7 Subsequent events 172

Videndum plc Company Financial Statements

Company Balance Sheet 173

Company Statement of Changes in Equity 174

Notes to the Company Financial Statements 175

Glossary of Alternative Performance Measures 181

Five Year Financial Summary 187

Shareholder Information and Financial Calendar 188

Each section sets out the accounting policies applied in producing these financial statements together

with any critical accounting judgements and key sources of estimation uncertainty used. Text boxes

provide an introduction to each section.

Strategic Report Corporate Governance Financial Statements

111

		2024	2023
	Notes	£m	£m
Continuing operations
Revenue	2.1	283.6	306. 9
Cost of sales		(189 . 1)	(193.0)
Gross profit 1		94.5	113. 9
Other income 1		0 .9	0 .7
Operating expenses	2.1/2.2	(191. 9)	(119 .3)
Operating loss	2.1	(96.5)	(4.7)
Comprising
– Adjusted operating (loss)/profit		(18.2)	13.3
– Adjusting items in operating loss	2.2	(78.3)	(18.0)
Finance income		3.3	2 .4
Finance expense		(10.2)	(16.5)
Net Finance expense	2.3	(6. 9)	(14. 1)
Loss before tax		(103.4)	(18.8)
Comprising
– Adjusted (loss)/profit before tax		(25.0)	1.8
– Adjusting items in loss before tax	2.2	(78.4)	(20.6)
Taxation	2.4	(43.6)	6.7
Loss for the year from continuing operations		(147 .0)	(12. 1)
Loss for the year from discontinued operations	3.4	–	(66.0)
Loss for the year attributable to owners of the parent		(147 .0)	(78. 1)
Earnings per share from continuing operations
Basic earnings per share	2.5	(155.8)p	(24.4)p
Diluted earnings per share	2.5	(155.8)p	(24.4)p
Earnings per share from total operations
Basic earnings per share	2.5	(155.8)p	(157 .5)p
Diluted earnings per share	2.5	(155.8)p	(157 .5)p

1 For the year ended 31 December 2023, other income of £0.7 million was included within gross profit.

Consolidated Statement of Profit or Loss

For the year ended 31 December 2024

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Annual Report and Accounts 2024

		2024	2023
	Notes	£m	£m
Loss for the year		(147 .0)	(78. 1)
Other comprehensive income/(loss):
Items that will not be reclassified subsequently to profit or loss:
Remeasurements of defined benefit obligation, net of tax	5.2	(0 .3)	0 .1
Items that are or may be reclassified subsequently to profit or loss:
Currency translation differences on foreign currency subsidiaries		(1.5)	(12.2)
Net investment hedges – net loss		(2.0)	–
Fair value of cash flow hedges reclassified to the Income Statement		(4.6)	(4.2)
Effective portion of changes in fair value of cash flow hedges		1.2	2 .9
Tax associated with changes in cash flow hedges		0 .9	0.3
Other comprehensive loss, net of tax		(6.3)	(13. 1)
Total comprehensive loss for the year attributable to owners of the parent		(153.3)	(91.2)

Consolidated Statement of Comprehensive Income/(Loss)

For the year ended 31 December 2024

Strategic Report Corporate Governance Financial Statements

113

Consolidated Balance Sheet

As at 31 December 2024

		2024	2023
	Notes	£m	£m
Assets
Non-current assets
Intangible assets	3.1	9 9. 7	152.6
Property, plant and equipment	3.2	48.6	56.4
Employee benefit asset	5.2	4. 1	4.2
Trade and other receivables	3.3	4.5	5.2
Derivative financial instruments	4.2	–	2 .3
Non-current tax assets	2.4	–	3.1
Deferred tax assets	2.4	0.7	55.4
Total non-current assets		157 .6	279 .2
Current assets
Inventories	3.3	82.5	94.5
Contract assets	3.3	0.5	1.8
Trade and other receivables	3.3	38.7	47 .3
Derivative financial instruments	4.2	0.8	1.8
Current tax assets	2.4	8. 9	5.7
Cash and cash equivalents	4.1	57 .3	8. 7
Total current assets		188.7	159 .8
Assets of the disposal group classified as held for sale	3.4	–	12 .3
Total assets		346.3	451.3
Liabilities
Current liabilities
Bank overdrafts	4.1	44.4	4.0
Interest-bearing loans and borrowings	4.1	0.2	0.2
Lease liabilities	4.1	8.2	5.6
Contract liabilities	3.3	4.2	2 .1
Trade and other payables	3.3	43.7	42.8
Derivative financial instruments	4.2	0.3	0 .1
Current tax liabilities	2.4	6.6	7 .8
Provisions	3.5	11.2	3. 1
Total current liabilities		118.8	65.7
Non-current liabilities
Interest-bearing loans and borrowings	4.1	114.2	9 9. 0
Lease liabilities	4.1	23.3	28.4
Other payables	3.3	0.8	1.2
Employee benefit liabilities	5.2	2.5	2 .9
Provisions	3.5	0.7	0.8
Deferred tax liabilities	2.4	0 .1	11.2
Total non-current liabilities		141.6	143.5
Liabilities of the disposal group classified as held for sale	3.4	–	4.6
Total liabilities		260.4	213.8
Net assets		85. 9	237 .5
Equity
Share capital		18. 9	18. 9
Share premium		133.7	133.7
Translation reserve		(16.5)	(13.0)
Capital redemption reserve		1.6	1.6
Cash flow hedging reserve		0.4	2 .9
Retained earnings		(52.2)	93.4
Total equity	4.3	85.9	237 .5

Approved and authorised for issue by the Board of Directors on 30 April 2025 and signed on its behalf by:

Stephen Harris

Chairman

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Annual Report and Accounts 2024

					Capital	Cash flow
		Share	Share	Translation	redemption	hedging	Retained	Total
		capital	premium	reserve	reserve	reserve	earnings	equity
	Notes	£m	£m	£m	£m	£m	£m	£m
Balance at 1 January 2023		9 .4	24.3	(0.8)	1.6	3. 9	185.3	223. 7
Loss for the year		–	–	–	–	–	(78. 1)	(78. 1)
Other comprehensive (loss)/income for the year		–	–	(12.2)	–	(1.0)	0 .1	(13. 1)
Total comprehensive loss for the year		–	–	(12 .2)	–	(1.0)	(78.0)	(91.2)
Contributions by and distributions to owners
Dividends paid	4.3	–	–	–	–	–	(11.6)	(11.6)
Own shares purchased		–	–	–	–	–	(3.7)	(3.7)
Own shares sold		–	–	–	–	–	1.2	1.2
New shares issued, net of costs		9 .5	109 .4	–	–	–	(0 .8)	118. 1
Share-based payment charge, net of tax		–	–	–	–	–	1.0	1.0
Balance at 31 December 2023 and 1 January 2024		18. 9	133.7	(13. 0)	1.6	2 .9	93.4	237 .5
Loss for the year		–	–	–	–	–	(147 .0)	(147 .0)
Other comprehensive loss for the year		–	–	(3.5)	–	(2 .5)	(0.3)	(6.3)
Total comprehensive loss for the year		–	–	(3.5)	–	(2 .5)	(147 .3)	(153.3)
Contributions by and distributions to owners
Own shares purchased		–	–	–	–	–	(0.5)	(0.5)
Share-based payment charge, net of tax		–	–	–	–	–	2.2	2.2
Balance at 31 December 2024		18.9	133.7	(16.5)	1.6	0.4	(52.2)	85. 9

Consolidated Statement of Changes in Equity

For the year ended 31 December 2024

Strategic Report Corporate Governance Financial Statements

115

		2024	2023
	Notes	£m	£m
Cash flows from operating activities
Loss for the year		(147 .0)	(78. 1)
Adjustments for:
Net finance expense		6. 9	14.5
Taxation		43.6	(2.6)
Depreciation		13.2	14.4
Impairment of fixed assets	3.1/3.2	61. 1	53.8
Amortisation of intangible assets		11.6	14.0
Net loss on disposal of property, plant and equipment and software		0.3	0.3
Fair value losses/(gains) on derivative financial instruments		0 .1	(0.2)
Foreign exchange losses		0 .1	–
Share-based payment charge		2.2	1.5
Retention bonuses		0.2	1.7
Loss on disposal of business before tax		–	1.0
Cash (used in)/from operating activities before changes in working capital, including provisions		(7 .7)	20.3
Decrease in inventories		12.5	7 .6
Decrease in trade receivables		8.2	16.3
Decrease in other receivables and contract assets		2 .9	0.7
Increase/(decrease) in trade payables		1.2	(20.5)
Decrease in other payables and contract liabilities		(0 .9)	(12.3)
Increase/(decrease) in provisions		6.3	(2.3)
Cash generated from operating activities		22.5	9 .8
Interest paid 1		(10.3)	(15.4)
Tax received/(paid)		0.5	(10.5)
Net cash from/(used in) operating activities		12.7	(16. 1)
Cash flows from investing activities
Interest received		0.2	–
Proceeds from sale of property, plant and equipment and software		2.7	0.2
Purchase of property, plant and equipment		(7 . 9)	(4.8)
Purchase of software and payment of development costs		(7 .6)	(13.7)
Acquisition of businesses, net of cash acquired	3.7	–	(1.6)
Disposal of business	3.4	–	(0 .9)
Net cash used in investing activities		(12.6)	(20 .8)
Cash flows from financing activities
Proceeds from the issue of shares, net of costs		–	118. 1
Proceeds from the sale of own shares		–	1.2
Own shares purchased		(0 .5)	(3.7)
Principal lease repayments 1		(6. 1)	(6.7)
Repayment of interest-bearing loans and borrowings		(231. 1)	(313. 9)
Borrowings from interest-bearing loans and borrowings		244.7	240.0
Dividends paid		–	(11.6)
Net cash from financing activities		7. 0	23.4
Increase/(decrease) in cash and cash equivalents	4.1	7. 1	(13.5)
Cash and cash equivalents at 1 January		4.7	15.8
Effect of exchange rate fluctuations on cash held	4.1	1.1	2.4
Cash and cash equivalents and overdrafts at 31 December	4.1	12. 9	4.7

1 Total cash outflow for leases is £7.6 million (2023: £8. 2 million) of which £1 .5 million (2023: £1 .5 million) relates to interest and £6.1 million (2023: £6 .7 million) to principal lease repayments.

For the year ended 31 December 2023, the statement of cash flows of discontinued operations is presented in note 3.4 “Discontinued operations and non-current assets classified as held for sale”.

Consolidated Statement of Cash Flows

For the year ended 31 December 2024

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This section sets out the Group’s accounting policies that relate to the consolidated financial statements as a whole. Where an accounting

policy is specific to one note, the policy is described in the note to which it relates.

Videndum plc (“the Company”) is a public company limited by shares incorporated in the United Kingdom under the Companies Act. The Company

is registered in England and Wales and its registered address is William Vinten Building, Easlea Road, Bury St Edmunds, IP32 7BY, United Kingdom.

The registered address was changed from Bridge House, Heron Square, Richmond, TW9 1EN on 20 December 2024. The consolidated financial

statements of the Company as at and for the year ended 31 December 2024 comprise the Company and its subsidiaries (together referred to

as “the Group”).

The Group’s consolidated financial statements have been prepared in accordance with UK-adopted International Accounting Standards and with

the requirements of the Companies Act 2006 as applicable to companies reporting under those standards, and have been approved by the Directors.

The consolidated financial statements are principally prepared on the basis of historical cost. Areas where other bases are applied are identified

in the accounting policy outlined in the relevant note.

Climate change risks and opportunities, as detailed in TCFD on pages 30 to 45, were considered together with the Board approved budget, the

strategy, and Management cash flow projections. The budget and cash flow projections have been utilised in the assessment of the carrying value

of assets, impairment of CGUs and goodwill, and the going concern and viability assessment.

In reporting financial information, the Group presents Alternative Performance Measures (“APMs”) which are not defined or specified under

the requirements of International Financial Reporting Standards (“IFRS”). The Group believes that these APMs, which are not considered to be

a substitute for or superior to IFRS measures, provide stakeholders with additional helpful information and enable an alternative comparison

of performance over time. A glossary on pages 181 to 186 provides a comprehensive list of APMs that the Group uses, including an explanation

of how they are calculated, why they are used and how they can be reconciled to a statutory measure where relevant.

The Company has elected to prepare its parent company financial statements in accordance with Financial Reporting Standard 101 Reduced

Disclosure Framework (“FRS 101”).

Going concern

Background and context

As outlined in the 2023 Annual Report the financial year ended 31 December 2023 was an exceptionally challenging year for Videndum. This

operating environment continued into the first half of 2024 as market conditions remained difficult, albeit with some sign of improvement, with

some post-strike recovery in the cine and scripted TV market. Against this backdrop, the business continued to take robust actions, focusing on

managing costs tightly, controlling expenditure and working capital in addition to renegotiating its committed RCF (as outlined below).

At the end of first half 2024 there was an expectation of recovery in the second half across all three primary markets of independent content

creator, cine and scripted TV and broadcast, but this recovery has been much slower than anticipated. The ICC segment was sluggish throughout the

year, impacted by macroeconomic factors including high interest rates, inflation and weakened consumer confidence. Cine revenues grew but were

lapping the strike impacted period in the previous year and in the Broadcast market where, other than the uplift in revenue from the Paris Summer

Olympics, revenue declined year-on-year through a combination of news budgets being redirected to war-coverage or cut significantly, with the

demand uptick from the US Presidential election being much less pronounced than anticipated.

In the final quarter of 2024 and in response to the weaker macroeconomic environment the business prioritised actions within its control, focusing

on an operational efficiency programme to drive performance cost saving. This was focused on four key areas (i) reinstating pricing discipline; (ii)

improving operational efficiency; (iii) driving gross margin expansion; and (iv) reducing discretionary spend. A number of restructuring and cost

saving actions were announced including headcount reductions associated with reducing divisional management and regional head office structures

as well as the relocation of assembly and manufacturing from the UK Bury St Edmonds site to the Feltre site in Northern Italy and Cartago, Costa

Rica. A review of procurement, purchasing and supply chain structures also identified savings. Together this led to the business increasing its stated

aim of £10 million of cost savings to c.£15 million in 2025 with the annualised impact rising to c.£18 million. After failing to secure a credible offer

for the Amimon research operation in Israel during 2024, the business was to be closed in 2025, but subsequently was sold in April 2025, with the

intellectual property moved to the US Teradek business. Gross cash proceeds of £2.6 million were realised together with savings from the avoidance

of operating and closure costs. Linked to these initiatives, headcount, on a full-time equivalent basis, fell from 1,641 at the end of 2023 to 1,507 at the

end of 2024 and, with most of the restructuring activities completing in 2025, is forecast to fall to c.1.380 by the end of 2025, a reduction of 16% over

two years.

Borrowing facilities and financial position at 31 December 2024 and at April 2025

The Group has a committed £150 million Multicurrency Revolving Credit Facility (“RCF”) with a syndicate of lenders and a term until 14 August 2026

(see note 4.1 “Net Debt”). Previously the RCF had been committed at £200 million with maturity at 14 February 2026, but in the second quarter

of 2024, a six-month extension was negotiated for a £50 million reduction in commitment and improved lending covenants.

Whilst June 2024 and September 2024 covenant thresholds were met, the slower pace of recovery in the second half of 2024 led to the request for

an amendment to the December 2024 covenants. This was granted on 13 December 2024 with leverage raised to less than 5.5x (originally <3.25x)

and interest cover reduced to more than 1.25x (originally >3.0x). Certain additional conditions were placed on the Group during this process including

the introduction of a new February 2025 covenant and the requirement for lender consent to increase drawn RCF above £129 million.

Subsequent to the end of 2024 the amended December covenant tests were met and both the February 2025 and March 2025 covenant tests

waived. The Group has successfully negotiated amended covenants (“the Amended Covenants”) through to the end of the facility in August 2026.

Leverage and interest cover will be tested only for December 2025, March 2026 and June 2026 with, at each test date, leverage (net debt:EBITDA)

to be no higher than 6x and interest cover (EBITA:net interest) of at least 1x.

A trailing last twelve month (“LTM”) EBITDA covenant will apply for two quarters with LTM EBITDA to be at least £5 million at the end of June 2025

and at least £6 million at the end of September 2025. In addition, throughout the remaining term of the RCF, a weekly tested minimum liquidity

covenant will be place, starting at £7.5 million, before falling to £5 million from 1st September 2025. Minimum liquidity has been defined as cash

Section 1

Basis of Preparation

Strategic Report Corporate Governance Financial Statements

117

at bank, net of overdrafts, plus available undrawn RCF up to the cap at which lender consent is required. This cap has been raised from the

£129 million introduced through the December amendment process, to £139 million for the remaining term of the RCF. The Amended Covenants are

conditional on the Company raising at least £6 million in net proceeds from a fully underwritten placing of new ordinary shares which was announced

on 30 April 2025.

The Group is actively seeking to fully or partially refinance its RCF, potentially by accessing private credit funds, before its first half 2025 results

are announced at the end of September. The intention is to secure funding that stabilises the Group’s borrowing position and ensures sufficient

long-term liquidity to enable the business to execute its strategy and return to growth. As part of the Amended Covenants, existing RCF lenders

have a right to exert more influence over the Group, including in the extreme, triggering an event of default, should the Group fail to complete the

refinancing or agree an alternative deleveraging plan with lenders by October 2025. These and previous amendments to the RCF preclude the Board

from declaring a dividend and restrict factoring to £15 million. Costs incurred to date in 2025 in preparation for the planned refinancing, in addition

to costs to restructure the RCF, total £5.4 million.

Trading update for the first quarter of 2025

Notwithstanding order demand at the start of the calendar year is seasonally lower than in other months of the year, 2025 has had a soft start and

was slower than expected. In part this was due to the cine market in the US being impacted by the Los Angeles fires and some further de-stocking

in the distribution channels. Order demand, on a constant currency basis for the first quarter was slightly below expectations, at 5% below Budget,

albeit strengthening month by month. Due to a higher proportion of orders than normal being received close to the end of the quarter, it was not

possible to fulfil and recognise revenue on these orders before the quarter close. Accordingly, the first quarter revenue and operating profit shortfall

to Budget was greater than that for orders.

Going Concern Assessment

These Financial Statements have been prepared on a going concern basis. The Board has considered the future trading and cash flow forecasts

over a period of 12 months from the approval date of these Financial Statements and believes that available liquidity will be sufficient to enable

the Group to meet its liabilities as they fall due. Furthermore, the Board believes that the Amended Covenants will be met and that the business

will successfully refinance prior to the end of September 2025.

The Board has conducted a thorough evaluation of the going concern assumption and has modelled both a base case and a severe but plausible

downside scenario that reflects a prolonged period of weak demand. Notwithstanding the planned refinance, both financial projections reflect

current borrowings and related terms, the Amended Covenants and net proceeds from the share placing.

Base Case

The base case includes the Board approved 2025 Budget and forecast for the four months ended April 2026 adjusted downwards to reflect trading

through to the end of March 2025 and the expectation of April 2025 performance. Representing a year-on-year revenue decline of 5% in 2025, the

base case is weaker than the management’s target of flat year-on-year revenue. In the first four months of 2026 revenue growth rises to high single

digit as a slow start to demand in 2025 is lapped.

The Base Case incorporates a modest recovery in the cine and scripted TV segment, but with activity levels that fall considerably short of the those

seen in 2022. Demand for Videndum products in this segment are forecast to exhibit low single-digit growth. Whereas in the Broadcast market

headwinds from a declining news sector are expected to be matched by growth in sports broadcasting such that for Videndum revenues, excluding

the Olympics impact, are set to be initially flat before benefiting in the latter period of the forecast from new product introductions. For the ICC

market, demand is expected to recover to low single digit growth through the assessment period.

Base case gross margin is set to rise to c.40% for 2025, benefiting from additional volumes, improved pricing, realisation of restructuring benefits

from announced initiatives and procurement savings. For the remaining four month period of the forecast period gross margin is set to fall

marginally compared to the 2025 average due to seasonally lower volumes impacting operating leverage of indirect costs.

Throughout the assessment period the Group has headroom over covenants and sufficient liquidity with the lowest point being in April 2026, with

steadily improving headroom thereafter. Headroom over leverage and interest cover covenants is limited following their reintroduction in December

2025.

Severe but plausible downside assessment

In this scenario, the Board has modelled a slower than expected recovery in the cine and scripted TV market combined with lower growth and weaker

take-up rates for new product introductions. The net impact on forecast revenue being a reduction versus the base case of 8% in 2025 such that

revenue is 13% lower than that achieved in 2024. Revenue in the first four months of 2026 growing mid-single digit including both the benefit of

fulfilling Winter Olympic contracts and a subdued 2025 comparative.

The loss of operational leverage from lower volumes combined with an assumed reduced benefit from pricing and procurement savings leads

to gross margin c.300bps weaker across the forecast period under the severe but plausible downside case.

The mitigations modelled in this scenario beyond the restructuring activity anticipated in the base case are limited to targeting discretionary spend

that can be stopped quickly and with negligible impact on revenue in the assessment period. Cost savings would be achieved through a recruitment

freeze on backfilling vacancies, and lower variable pay in line with lower financial performance. Further permanent headcount restructuring has not

been considered given the time required to consult with employees and unions and the time necessary for cash benefits to exceed the cost of

implementation.

Considering the above assumptions and judgements, the severe but plausible scenario foresees a series of covenant breaches. The June 2025 LTM

covenant has limited headroom and the September 2025 LTM EBITDA covenant would be breached, as would the December 2025, March 2026 and

June 2026 leverage and interest cover covenants. Additional liquidity would be required from January 2026 in order to meet the minimum liquidity

covenant and for the period to February 2026 this additional liquidity requirement would be within the £11 million headroom between the liquidity

cap and maximum borrowings under the RCF. For the period March 2026 onwards the liquidity requirement would exceed amounts committed under

the RCF such the business would need to seek alternative sources of funding to meet both the minimum liquidity covenant as well as having

sufficient liquidity to enable the Group to meet its liabilities as they fall due.

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Material Uncertainty

Whilst there is headroom over the covenants linked to trading in the base case, the Group must, in all scenarios, complete its planned refinancing

or satisfy lenders with an alternative deleveraging plan by October 2025, in order to avoid triggering an event of default under its RCF. The Board is

confident based on preparations and progress to date that either a refinancing will be completed or a satisfactory de-leveraging plan will be agreed

with lenders.

As a result of the financial projections, under the severe but plausible scenario, multiple breaches of the Group’s covenants are forecast within

12 months from the approval of these financial statements. Furthermore, without additional sources of funding or new measures to improve the

liquidity situation the business would have insufficient liquidity to operate from the first quarter of 2026.

If a covenant breach occurred, or additional liquidity beyond the liquidity cap be required, the Group would enter into negotiation with lenders

as it has done in the past. However, as would be the case in any liquidity or covenant amendment request, funding to the Group could be withdrawn

and additional liquidity or covenant relief not granted.

Should the severe but plausible scenario come to pass, and absent additional management mitigating actions, it could jeopardise the ability for the

Group to successfully complete its planned refinancing prior to the end of September 2025. This could potentially mean the lenders exercising their

right to default the RCF in October 2025 if a satisfactory agreement could not be reached to deleverage the Group.

In April 2025 a series of significant, additional tariffs to be applied to goods entering the United States were announced. A number of countries

applied retaliatory tariff increases on the US who subsequently suspended application of some of the additional tariffs. The Group sells its market

leading products throughout the world, including in the US, with components sourced from around the world, including from China. It also has US

based manufacturing and assembly plants that serve countries outside of the United States and faces competition from Chinese origin products.

Given the uncertain nature of the situation and not least the potential for a negative impact on the world economy from globally higher tariffs,

the financial projections have not been adjusted for the latest tariff developments. Nevertheless, it is recognised by the Board that both risk and

opportunity exist.

The Board has concluded that these financial projections together with the risk of a negative tariff related outcome and the inherent difficulty in

predicting the terms and timing of a refinance, or deleveraging plan should a refinance not occur, do indicate the existence of a material uncertainty

which may cast significant doubt over the Group’s ability to continue as going concern. The Financial Statements do not include the adjustments

that would result if the Group were unable to continue as a going concern.

The results for the full year 2023 and half year 2024 also indicated the existence of a material uncertainty.

Basis of consolidation

Subsidiaries are entities that are controlled by the Group. Control exists when the Group has the rights to variable returns from its involvement with

an entity and has the ability to affect those returns through its power over the entity. The results of subsidiaries sold or acquired during the year are

included in the consolidated financial statements up to, or from, the date that control exists.

Foreign currencies

The consolidated financial statements are presented in Sterling which is the functional currency of Videndum Plc. The functional currency of the

Group’s subsidiaries are generally that of the local country.

Foreign currency transactions are usually translated into the functional currency using the exchange rates at the dates of the transactions.

For practical reasons, if exchange rates do not fluctuate significantly, a rate that approximates the actual rate at the date of the transaction may

be used for all transactions in each foreign currency occurring during that period.

Foreign currency monetary assets and liabilities are translated at the year-end exchange rate.

Where there is a movement in the exchange rate between the date of the transaction and the settlement of such transactions, and from the

translation of monetary assets and liabilities denominated in foreign currencies at year-end exchange rates, a currency translation gain or loss may

arise. Any such differences are recognised in Profit or Loss.

Non-monetary assets and liabilities measured at historical cost are translated at the exchange rate on the day of the transaction, unless they are

stated at fair value in which case they are translated at the exchange rate on the day the fair value was determined.

The assets and liabilities of overseas subsidiaries, including goodwill and fair value adjustments arising on consolidation, are translated at the

year-end exchange rate. The revenues and expenses of these subsidiaries are translated at the weighted average exchange rate for the year. Where

differences arise between these rates, they are recognised in the translation reserve within equity and other comprehensive income (“OCI”).

The cash flows of these companies are typically translated at the weighted average exchange rate for the year.

In the consolidated financial statements, currency translation gains and losses on external loans and borrowings which are designated as net

investment hedges and on long-term inter-company loans that form part of the net investment in a foreign operation are deferred in the translation

reserve within equity and OCI.

In respect of all overseas companies, only those translation differences arising since 1 January 2004, the date of transition to IFRS, are presented as

a separate component of equity. On disposal of such a company, the related translation reserve is released to the Income Statement as part of the

gain or loss on disposal.

Section 1 continued

Basis of Preparation continued

Strategic Report Corporate Governance Financial Statements

119

Critical accounting judgements and key sources of estimation uncertainty

The following provides information on those policies that the Directors consider critical because of the level of judgement and estimation required

which often involves assumptions regarding future events which can vary from what is anticipated. The Directors review the judgements and

estimates on an ongoing basis with revisions to accounting estimates recognised in the period in which the estimates are revised and in any future

periods affected. The Directors believe that the consolidated financial statements reflect appropriate judgements and estimates and provide a true

and fair view of the Group’s performance and financial position.

Key sources of estimation uncertainty in applying the Group’s accounting policies

The following are the key sources of estimation uncertainty that the Directors have made in the process of applying the Group’s accounting policies

and that have a significant risk of resulting in material adjustments to the carrying amounts of assets and liabilities within the next financial year.

Impairment of goodwill and acquired intangibles

The critical judgement around the impairment assessment of acquired intangibles is dependent on the internal indicator analysis. The impairment

of goodwill involves making assumptions. The most critical assumptions include determination of the discount rates and terminal growth rates. All

assumptions are reviewed at each reporting date. Further details about the assumptions used and sensitivities are set out in note 3.1 “Intangible

assets”.

The goodwill recognised by the Group has all arisen as a result of acquisitions and is stated at cost less any accumulated impairment losses. Goodwill

is allocated on acquisition to cash-generating unit (“CGU”), or groups of CGUs, which are anticipated to benefit from the combination. The CGUs are

assessed to be the three segments of the Group. Goodwill is not subject to amortisation but is tested for impairment annually or if there is an

indicator triggering the impairment assessment. Impairment is determined by assessing the recoverable amount of the CGU to which the goodwill

is allocated. This estimate of recoverable amount is determined at each assessment date. The estimate of recoverable amount requires significant

assumptions to be made and is based on a number of factors such as the near-term business outlook for the segment, including both its operating

profit and operating cash flow performance, Terminal growth rates beyond 2029 and discount rates applied. Where the recoverable amount of the

CGU is less than the carrying amount, an impairment loss is recognised in the statement of profit or loss. All acquisitions are accounted for by

applying the acquisition method. Goodwill on these acquisitions represents the excess of the fair value of the acquisition consideration over the fair

value of the identifiable net assets acquired, all measured at the acquisition date. Subsequent adjustments to the fair values of net assets acquired

can be made within 12 months of the acquisition date where original fair values were determined provisionally. These adjustments are accounted for

from the date of acquisition. Further details about the assumptions used and sensitivities are set out in note 3.1 “Intangible assets”.

During the year ended 31 December 2023, the impairment of acquired intangibles involved making assumptions. The most judgemental assumptions

include determination of future trading performance, the weighted average cost of capital (“WACC”), growth rates, operating leverage and

operating cash conversion. All assumptions are reviewed at each reporting date. At 31 December 2024, these have been considered as part of the

goodwill impairment.

Inventory

Provisions are required to write down slow-moving, excess and obsolete inventory to its net realisable value. Management assessed the level of

inventory provisioning by category and judgements and estimates were made in determining if a provision was required and at what level. The key

estimates relate to supply chains and their lead times, future selling price, anticipated future sales of products over particular time periods, the

susceptibility of the underlying product to obsolescence and current year trading performance. The anticipated level of future sales is determined

primarily based on actual sales over a specified historic reference period of six to 24 months, which is determined by Management and is deemed

appropriate to the type of inventory. Further details about the sensitivities are set out in note 3.3 “Working capital”.

Pension benefits

The actuarial valuations associated with the pension schemes involve making assumptions about discount rates and life expectancy. All assumptions

are reviewed at each reporting date. Further details about the assumptions used and sensitivities are set out in note 5.2 “Pensions”.

Tax

The Group is subject to income taxes in a number of jurisdictions. Management is required to make estimates in determining the provisions for

income taxes and deferred tax assets and liabilities recognised in the consolidated financial statements. Tax benefits are recognised to the extent

that it is probable that sufficient taxable income will be available in the future against which temporary differences and unused tax losses can be

utilised. The most significant estimates made are in relation to the recognition of deferred tax assets arising from carried forward tax losses. The

recovery of those losses is dependent on the future profitability of Group entities based in the jurisdictions with those carried forward tax losses,

most significantly in the United States. The assumptions used in the measurement of the deferred tax assets are consistent with those as disclosed

in note 3.1 “Intangible assets” in relation to the impairment tests of cash-generating units (“CGUs”) containing goodwill. See note 2.4 “Tax” for

further details of the carrying amounts of deferred tax assets and sensitivities on tax losses.

Impairment of discontinued and previously discontinued operations

Non-current assets held of sale are measured at the lower of carrying amount and fair value less costs to sell. There was estimation and

assumptions applied by management in determining the recoverable amount of these assets. See note 3.4 “Discontinued operations and non-current

assets classified as held for sale”.

Critical accounting judgements in applying the Group’s accounting policies

The following are critical accounting judgements that the Group makes, apart from those involving estimations (which are dealt with above), that

the Directors have made in the process of applying the Group’s accounting policies and that have the most significant effect on the amounts

recognised in the consolidated financial statements.

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Development costs

The Group capitalises development costs which meet the criteria under IAS 38 “Intangible Assets” and discloses the amount capitalised in note 3.1

“Intangible assets”. The Group makes significant judgements in the application of IAS 38, particularly in relation to its requirements regarding the

technical feasibility of completing the asset and the Group’s ability to sell and generate future economic benefits from the intangible asset.

Going concern assessment

There were material judgements made by the Board to determine if the Group is a going concern. These judgements are disclosed under “going

concern” in Section 1 “Basis of Preparation”.

Asset held for sale and discontinued operations

In 2023, the critical judgement was in relation to determining if the assets held for sale met the criteria to be classified as a discontinued operation

under IFRS 5 “Non-current assets held for sale and discontinued operations”, particularly if they represented either a separate major line of business

or a geographical area of operations. Management had deemed that these requirements had been met. See note 3.4 “Discontinued operations and

non-current assets classified as held for sale”.

Alternative performance measures (“APMs”)

In reporting financial information, the Group presents APMs which are not defined or specified under the requirements of IFRS. The Group believes

that these APMs, which are not considered to be a substitute for, or superior to, IFRS measures, provide stakeholders with additional helpful

information and enable an alternative comparison of performance over time. The “Glossary of Alternative Performance Measures (“APMs”)”

provides a comprehensive list of APMs that the Group uses, including an explanation of how they are calculated, why they are used and how they

can be reconciled to an IFRS measure where relevant.

New and amended IFRS Accounting Standards that are effective for the current year

In the current year, the Group has applied a number of amendments to IFRS Accounting Standards that are mandatorily effective for an accounting

period that begins on or after 1 January 2024. Their adoption has not had any material impact on the disclosures or on the amounts reported in

these financial statements.

– Amendments to IAS 1: Classification of Liabilities as Current or Non-current and Non-current liabilities with covenants;

– Amendments to IAS 7 and IFRS 7: Supplier Finance Arrangements; and

– Amendments to IFRS 16: Lease liability in sale and leaseback.

New standards and interpretations effective for future periods and not yet adopted

Amended standards and interpretations not yet effective are not expected to have a significant impact on the Group’s consolidated financial

statements.

At the date of authorisation of these financial statements, the Group has not applied any new or revised IFRS Accounting Standards that have been

issued but are not yet effective. The standards applicable to the Group are shown below:

– Amendments to IAS 21: Lack of Exchangeability (effective 1 January 2025)

– IFRS 18: Presentation and disclosure in Financial Statements (effective 1 January 2027)

– IFRS 19: Subsidiaries without Public Accountability: Disclosures (effective 1 January 2027)

– Amendments to IFRS 9 and IFRS 7: Amendments to the Classification and Measurement of Financial Instruments (effective 1 January 2026)

IFRIC update on IFRS 8 – Operating segments (No effective date)

Section 1 continued

Basis of Preparation continued

Strategic Report Corporate Governance Financial Statements

121

This section focuses on the profitability of the Group. On the following pages you will find disclosures relating to the following:

2.1 Loss before tax (including segmental information)

2.2 Adjusting items

2.3 Net finance expense

2.4 Tax

2.5 Earnings per share

2.1 Loss before tax (including segmental information)

This shows the analysis of the Group’s loss before tax by reference to its three Divisions. Further segmental information and an analysis of key

operating expenses are also shown here.

Material accounting policies

Government grants

For government assistance which meets the definition of a government grant under IAS 20, the Group applies the income approach to account

for the grants received. As such, the grant is recognised in the Income Statement as a reduction of the related costs incurred.

Revenue recognition

Sale of goods

Revenue from the sale of goods is recognised when the Group sells a product to a customer (distributors, dealers, retailers, e-tailers and

intermediaries) and control has passed. This is either once the product has been shipped or delivered to the customer, depending on the terms and

conditions of the sale. Payment terms vary by Division and customer but where credit terms are given, payments are due generally 30 days after

control of the goods has passed to the customer. Revenue is recognised at the transaction price exclusive of sales tax, adjusted for the expected level

of returns, trade discounts and volume rebates. For the products expected to be returned, both a refund liability and a right to the returned goods

are recognised using an expected value method based on past history.

Some contracts include multiple deliverables, such as the sale of the product and its installation. If material, distinct goods and services are

accounted for as separate performance obligations. The transaction price is allocated to each performance obligation based on their standalone

selling prices.

Service contracts

Revenue from rental service contracts which are fulfilled using the Group’s equipment and operators is recognised in the accounting period in which

the services are rendered. Payment terms vary and there can be small advance payments but generally payments are due as services are rendered.

Generally, contracts with customers are for periods of one year or less. As a result, the transaction price allocated to any unsatisfied contracts is not

disclosed, as permitted by IFRS 15.

Licences

Software licences are sold by the Group on a standalone basis and together with a tangible product. If the licence is considered distinct, the revenue

recognition pattern is based on whether the licence is a right-to-use intellectual property (revenue recognised at a point in time) or a right-to-access

intellectual property (revenue recognised over time). The majority of the licences granted by the Group represent a right-to-use intellectual property

for which payments are generally in advance. From a right-to-access intellectual property, payments are normally on a monthly basis with a credit

period of 30 days.

Financing components

The Group generally does not have contracts where the period between the transfer of the promised goods or services to the customer and payment

by the customer exceeds one year.

Section 2

Results for the Year

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Segment reporting

1 Inter-segment pricing is determined on an arm’s length basis. These are eliminated in the

Corporate column.

2 For the year ended 31 December 2024, resulting from an application of accounting policy

choice, the Group has presented £0.6 million legal expenses relating to the Quasar

acquisition as an adjusting item. The comparative figures for the year ended 31 December

2023 have been restated accordingly in the Consolidated Statement of Profit or Loss and

related notes for an amount of £0.5 million. There is no impact on the Group’s net assets.

	Media		Production
	Solutions		Solutions
	2024	2023	2024	2023
	£m	£m	£m	£m
Analysis of revenue from external customers
Sales	132.7	153.7	70.7	90.0
Licences	–	–	3.5	2.1 – – – – 3.5 2.1 – – 3.5 2.1
Services	–	–	16.5	9.1 – – – – 16.5 9.1 – – 16.5 9.1
Total revenue from external customers	132.7	153.7	90.7	101.2 60.2 52.0 – – 283.6 306.9 – 8.1 283.6 315.0
United Kingdom	10.1	11.9	10.9	11.0 3.9 3.1 – – 24.9 26.0 – – 24.9 26.0
The rest of Europe	44.6	51.7	25.1	21.9 11.5 7.1 – – 81.2 80.7 – 0.5 81.2 81.2
North America	48.4	52.3	40.3	47.3 36.4 34.5 – – 125.1 134.1 – 6.7 125.1 140.8
Asia Pacific	24.0	31.8	9.7	13.1 6.7 6.4 – – 40.4 51.3 – 0.8 40.4 52.1
The rest of the World	5.6	6.0	4.7	7.9 1.7 0.9 – – 12.0 14.8 – 0.1 12.0 14.9
Total revenue from external customers, by location of customer	132.7	153.7	90.7	101.2 60.2 52.0 – – 283.6 306.9 – 8.1 283.6 315.0
Inter-segment revenue 1	0.3	0.1	1.8	1.1 0.2 0.3 (2.3) (1.5) – – – – – –
Total revenue	133.0	153.8	92.5	102.3 60.4 52.3 (2.3) (1.5) 283.6 306.9 – 8.1 283.6 315.0
Other income	–	–	0.9	0.7 – – – – 0.9 0.7 – – 0.9 0.7
Adjusted operating (loss)/profit 2	(6.9)	11.4	1.6	12.6 0.5 0.8 (13.4) (11.5) (18.2) 13.3 – (6.3) (18.2) 7.0
Amortisation of intangible assets that are acquired in a business combination	(3.5)	(3.9)	–	(0.1) – – – – (3.5) (4.0) – (2.2) (3.5) (6.2)
Restructuring and other costs 2	(6.0)	(3.4)	(1.7)	(1.0) (0.3) (0.6) (3.3) (0.4) (11.3) (5.4) – (0.7) (11.3) (6.1)
Impairment of assets	(16.8)	(4.5)	(34.2)	(1.7) – (1.1) (0.3) – (51.3) (7.3) – (50.2) (51.3) (57.5)
Operating loss of previously discontinued operations	(0.5)	–	– – (11.5) – – – (12.0) – – – (12.0) –
Acquisition related charges	(0.1)	(1.0)	(0.1)	(0.3) – – – – (0.2) (1.3) – (1.1) (0.2) (2.4)
Adjusting items in operating (loss)/profit	(26.9)	(12.8)	(36.0)	(3.1) (11.8) (1.7) (3.6) (0.4) (78.3) (18.0) – (54.2) (78.3) (72.2)
Operating (loss)/profit	(33.8)	(1.4)	(34.4)	9.5 (11.3) (0.9) (17.0) (11.9) (96.5) (4.7) – (60.5) (96.5) (65.2)
Net finance expense	(1.2)	(1.5)	–	(0.4) (0.2) (0.1) (5.5) (12.1) (6.9) (14.1) – (0.4) (6.9) (14.5)
Loss before tax	(35.0)	(2.9)	(34.4)	9.1 (11.5) (1.0) (22.5) (24.0) (103.4) (18.8) – (60.9) (103.4) (79.7)
Taxation (43.6) 6.7 – (4.1) (43.6) 2.6
Loss on disposal of discontinued operation after tax – – – (1.0) – (1.0)
Loss for the year (147.0) (12.1) – (66.0) (147.0) (78.1)
Segment assets	167.2	206.8	69.7	112.7 41.4 40.2 1.1 6.4 279.4 366.1 – 12.3 279.4 378.4
Unallocated assets
Cash and cash equivalents
Non-current tax assets – 3.1 – 3.1 – – – 3.1
Current tax assets 8.9 5.7 8.9 5.7 – – 8.9 5.7
Deferred tax assets 0.7 55.4 0.7 55.4 – – 0.7 55.4
Total assets 346.3 439.0 – 12.3 346.3 451.3
Segment liabilities	52.6	47.2	23.8	26.5 12.6 7.8 5.9 5.5 94.9 87.0 – 4.6 94.9 91.6
Interest-bearing loans and borrowings	0.4	0.6	– – – – 114.0 98.6 114.4 99.2 – – 114.4 99.2
Unallocated liabilities
Bank overdrafts
Current tax liabilities 6.6 7.8 6.6 7.8 – – 6.6 7.8
Deferred tax liabilities 0.1 11.2 0.1 11.2 – – 0.1 11.2
Total liabilities 260.4 209.2 – 4.6 260.4 213.8
Non-current assets, by location
United Kingdom 3	7.4	10.0	14.4	33.7 – – 0.1 1.4 21.9 45.1 – – 21.9 45.1
The rest of Europe	24.9	38.9	0.2	0.3 – – – – 25.1 39.2 – – 25.1 39.2
North America 3	74.0	75.2	4.3	14.8 20.7 21.6 – – 99.0 111.6 – 2.5 99.0 114.1
Asia Pacific	0.7	0.4	0.6	1.0 – – – – 1.3 1.4 – – 1.3 1.4
The rest of the World	–	8.3	5.1	8.6 0.4 – – – 5.5 16.9 – 7.1 5.5 24.0
Total non-current assets 4	107.0	132.8	24.6	58.4 21.1 21.6 0.1 1.4 152.8 214.2 – 9.6 152.8 223.8
Cash flows from operating activities	16.2	14.7	11.2	4.3 3.3 4.0 (18.0) (31.8) 12.7 (8.8) – (7.3) 12.7 (16.1)
Cash flows from investing activities	(5.5)	(7.3)	(3.2)	(5.1) (4.1) (4.3) 0.2 – (12.6) (16.7) – (4.1) (12.6) (20.8)
Cash flows from financing activities	(3.1)	(2.9)	(1.7)	(2.1) (1.3) (0.9) 13.1 29.7 7.0 23.8 – (0.4) 7.0 23.4
Capital expenditure
Property, plant and equipment	3.5	2.6	4.2	1.9
Software and development costs	2.1	3.2	1.6	3.4 3.9 4.1 – – 7.6 10.7 – 3.0 7.6 13.7

Creative

Solutions

Corporate

and unallocable Total

Discontinued

operations

Continuing and

discontinued operations

2024

£m

2023

£m

2024

£m

2023

£m

2024

£m

2023

£m

2024

£m

2023

£m

2024

£m

2023

£m

60.2 52.0 – – 263.6 295.7 – 8.1 263.6 303.8

57.3 8.7 57.3 8.7 – – 57.3 8.7

44.4 4.0 44.4 4.0 – – 44.4 4.0

0.2 0.1 – – 7.9 4.6 – 0.2 7.9 4.8

Section 2 continued

See note 2.2 “Adjusting items”.

3 In the Production Solutions Division, land and buildings which were classified as assets held

for sale in 2023 have been reclassified from non-current assets held in the United Kingdom to

North America. The carrying value as at 31 December 2023 was £2.5 million. These were sold

for £2.5 million in 2024, as part of sale and lease back agreement.

Results for the Year continued

Strategic Report Corporate Governance Financial Statements

123

Media

Solutions

Production

Solutions

Creative		Corporate				Discontinued			Continuing and
Solutions		and unallocable		Total		operations			discontinued operations
2024	2023	2024	2023	2024	2023	2024	2023	2024	2023
£m	£m	£m	£m	£m	£m	£m	£m	£m	£m
60.2	52.0	–	–	263.6	295.7	–	8.1	263.6	303.8
Licences – – 3.5 2.1 –	–	–	–	3.5	2.1	–	–	3.5	2.1
Services – – 16.5 9.1 –	–	–	–	16.5	9.1	–	–	16.5	9.1
Total revenue from external customers 132.7 153.7 90.7 101.2 60.2	52.0	–	–	283.6	306.9	–	8.1	283.6	315.0
United Kingdom 10.1 11.9 10.9 11.0 3.9	3.1	–	–	24.9	26.0	–	–	24.9	26.0
The rest of Europe 44.6 51.7 25.1 21.9 11.5	7.1	–	–	81.2	80.7	–	0.5	81.2	81.2
North America 48.4 52.3 40.3 47.3 36.4	34.5	–	–	125.1	134.1	–	6.7	125.1	140.8
Asia Pacific 24.0 31.8 9.7 13.1 6.7	6.4	–	–	40.4	51.3	–	0.8	40.4	52.1
The rest of the World 5.6 6.0 4.7 7.9 1.7	0.9	–	–	12.0	14.8	–	0.1	12.0	14.9
Total revenue from external customers, by location of customer 132.7 153.7 90.7 101.2 60.2	52.0	–	–	283.6	306.9	–	8.1	283.6	315.0
0.3 0.1 1.8 1.1 0.2	0.3	(2.3)	(1.5)	–	–	–	–	–	–
Total revenue 133.0 153.8 92.5 102.3 60.4	52.3	(2.3)	(1.5)	283.6	306.9	–	8.1	283.6	315.0
Other income – – 0.9 0.7 –	–	–	–	0.9	0.7	–	–	0.9	0.7
(6.9) 11.4 1.6 12.6 0.5	0.8	(13.4)	(11.5)	(18.2)	13.3	–	(6.3)	(18.2)	7.0
Amortisation of intangible assets that are acquired in a business combination (3.5) (3.9) – (0.1) –	–	–	–	(3.5)	(4.0)	–	(2.2)	(3.5)	(6.2)
(6.0) (3.4) (1.7) (1.0) (0.3)	(0.6)	(3.3)	(0.4)	(11.3)	(5.4)	–	(0.7)	(11.3)	(6.1)
Impairment of assets (16.8) (4.5) (34.2) (1.7) –	(1.1)	(0.3)	–	(51.3)	(7.3)	–	(50.2)	(51.3)	(57.5)
Operating loss of previously discontinued operations (0.5) – – – (11.5)	–	–	–	(12.0)	–	–	–	(12.0)	–
Acquisition related charges (0.1) (1.0) (0.1) (0.3) –	–	–	–	(0.2)	(1.3)	–	(1.1)	(0.2)	(2.4)
Adjusting items in operating (loss)/profit (26.9) (12.8) (36.0) (3.1) (11.8)	(1.7)	(3.6)	(0.4)	(78.3)	(18.0)	–	(54.2)	(78.3)	(72.2)
Operating (loss)/profit (33.8) (1.4) (34.4) 9.5 (11.3)	(0.9)	(17.0)	(11.9)	(96.5)	(4.7)	–	(60.5)	(96.5)	(65.2)
Net finance expense (1.2) (1.5) – (0.4) (0.2)	(0.1)	(5.5)	(12.1)	(6.9)	(14.1)	–	(0.4)	(6.9)	(14.5)
Loss before tax (35.0) (2.9) (34.4) 9.1 (11.5)	(1.0)	(22.5)	(24.0)	(103.4)	(18.8)	–	(60.9)	(103.4)	(79.7)
				Taxation (43.6)	6.7	–	(4.1)	(43.6)	2.6
				Loss on disposal of discontinued operation after tax –	–	–	(1.0)	–	(1.0)
				Loss for the year (147.0)	(12.1)	–	(66.0)	(147.0)	(78.1)
Segment assets 167.2 206.8 69.7 112.7 41.4	40.2	1.1	6.4	279.4	366.1	–	12.3	279.4	378.4
		57.3	8.7	57.3	8.7	–	–	57.3	8.7
		Non-current tax assets –	3.1	–	3.1	–	–	–	3.1
		Current tax assets 8.9	5.7	8.9	5.7	–	–	8.9	5.7
		Deferred tax assets 0.7	55.4	0.7	55.4	–	–	0.7	55.4
				Total assets 346.3	439.0	–	12.3	346.3	451.3
Segment liabilities 52.6 47.2 23.8 26.5 12.6	7.8	5.9	5.5	94.9	87.0	–	4.6	94.9	91.6
Interest-bearing loans and borrowings 0.4 0.6 – – –	–	114.0	98.6	114.4	99.2	–	–	114.4	99.2
		44.4	4.0	44.4	4.0	–	–	44.4	4.0
		Current tax liabilities 6.6	7.8	6.6	7.8	–	–	6.6	7.8
		Deferred tax liabilities 0.1	11.2	0.1	11.2	–	–	0.1	11.2
				Total liabilities 260.4	209.2	–	4.6	260.4	213.8
7.4 10.0 14.4 33.7 –	–	0.1	1.4	21.9	45.1	–	–	21.9	45.1
The rest of Europe 24.9 38.9 0.2 0.3 –	–	–	–	25.1	39.2	–	–	25.1	39.2
74.0 75.2 4.3 14.8 20.7	21.6	–	–	99.0	111.6	–	2.5	99.0	114.1
Asia Pacific 0.7 0.4 0.6 1.0 –	–	–	–	1.3	1.4	–	–	1.3	1.4
The rest of the World – 8.3 5.1 8.6 0.4	–	–	–	5.5	16.9	–	7.1	5.5	24.0
107.0 132.8 24.6 58.4 21.1	21.6	0.1	1.4	152.8	214.2	–	9.6	152.8	223.8
Cash flows from operating activities 16.2 14.7 11.2 4.3 3.3	4.0	(18.0)	(31.8)	12.7	(8.8)	–	(7.3)	12.7	(16.1)
Cash flows from investing activities (5.5) (7.3) (3.2) (5.1) (4.1)	(4.3)	0.2	–	(12.6)	(16.7)	–	(4.1)	(12.6)	(20.8)
Cash flows from financing activities (3.1) (2.9) (1.7) (2.1) (1.3)	(0.9)	13.1	29.7	7.0	23.8	–	(0.4)	7.0	23.4
0.2	0.1	–	–	7.9	4.6	–	0.2	7.9	4.8
Software and development costs 2.1 3.2 1.6 3.4 3.9	4.1	–	–	7.6	10.7	–	3.0	7.6	13.7

2024

£m

2023

£m

2024

£m

2023

£m

Analysis of revenue from external customers

Sales 132.7 153.7 70.7 90.0

Inter-segment revenue

Adjusted operating (loss)/profit

Restructuring and other costs

Unallocated assets

Cash and cash equivalents

Unallocated liabilities

Bank overdrafts

Non-current assets, by location

United Kingdom

North America

Total non-current assets

Capital expenditure

Property, plant and equipment 3.5 2.6 4.2 1.9

4 Non-current assets exclude employee benefit asset, derivative financial instruments and non-current tax assets.

The Group’s operations are located in several geographical locations, and sell products and services on to external customers throughout the world.

In 2023, the £60.5 million operating loss of discontinued operations comprises £3.4 million in the Media Solutions Division and £57.1 million in the Creative Solutions Division.

One customer (2023: one) accounted for more than 10% of external revenue. The total revenue from this customer, which was recognised in all three continuing segments, was £41.2 million

(2023: £38.9 million).

Videndum plc

124

Annual Report and Accounts 2024

Operating expenses

	2024	2023 1
	£m	£m
Analysis of operating expenses
Adjusting items in operating loss 2	78.3	18.0
Adjusting items in revenue	2.9	–
Adjusting items in cost of sales	(1.7)	(4.2)
– Adjusting items in operating expenses	79.5	13.8
– Other administrative expenses	52.0	49.3
Adjusting items and administrative expenses	131.5	63.1
Marketing, selling and distribution costs	38.9	41.3
Research, development and engineering costs	21.5	14.9
Total operating expenses from continuing operations	191.9	119.3

		2024	2023
		£m	£m
–	Adjusting items in operating expenses	–	54.2
–	Other administrative expenses	–	2.6
Adjusting items and administrative expenses		–	56.8
Marketing, selling and distribution costs		–	1.7
Research, development and engineering costs		–	5.6
Total operating expenses from discontinued operations		–	64.1

1 For the year ended 31 December 2024, resulting from an application of accounting policy choice, the Group has presented £0.6 million legal expenses relating to the Quasar acquisition as an

adjusting item. The comparative figures for the year ended 31 December 2023 have been restated accordingly in the Consolidated Statement of Profit or Loss and related notes for an amount

of £0.5 million. There is no impact on the Group’s net assets.

2 Within the Consolidated Statement of Profit or Loss, the 2024 results of Amimon are included in adjusting items as a continuing operation while the 2023 results were reported in loss from

discontinuing operations. See note 2.2 “Adjusting items” and note 3.4 “Discontinued operations and non-current assets classified as held for sale”.

See note 2.2 “Adjusting items” .

		2024	2023
		£m	£m
The following items are included in total operating profit
Fees payable to the Company’s auditors for the audit of the Company’s financial statements		1.2	1.4
Fees payable to the Company’s auditors for:
–	The audit of the subsidiaries	1.2	1.0
–	Audit-related assurance services	0.3	0.5
–	Non-audit related assurance services 1	–	0.9

1 Charges of £1,350 (2023: £0.9 million) relating to non-audit related assurance services were incurred during the year.

Section 2 continued

Results for the Year continued

Strategic Report Corporate Governance Financial Statements

125

2.2 Adjusting items

The Group presents APMs in addition to its statutory results. These are presented in accordance with the Guidelines on APMs issued by the

European Securities and Markets Authority (“ESMA”).

APMs used by the Group and, where relevant, a reconciliation to statutory measures are set out in the glossary to these financial statements on

pages 181 to 186. Adjusting items are described below along with more detail of the specific adjustment and the Group’s rationale for the

adjustment.

The Group’s key performance measures, such as adjusted operating profit/(loss), exclude adjusting items.

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

Amortisation of intangible assets that are acquired in a business combination:

Acquired intangible assets that are acquired in a business combination are measured at fair value, which takes into account the future cash flows

expected to be generated by the asset rather than past costs of development. Additionally, these include assets such as brands, know-how and

relationships which the Group would not normally recognise as assets outside of a business combination. The amortisation of the fair value of

acquired intangibles is not considered to be representative of the normal costs incurred by the business within the Group on an ongoing basis.

Amortisation of capitalised development costs and purchased software:

On an ongoing basis, the Group capitalises development costs of intangible assets and the costs of purchasing software. These intangible assets are

recognised at cost and the amortisation of these costs are not included in adjusting expenses, and thereby included in adjusted operating profit/(loss).

Impairment of assets:

Impairment of discontinued operations and non-current assets classified as held for sale:

The impairment of disposed entities or groups of asset(s) held for sale are adjusted for to ensure consistency between periods and is not considered

to be representative of the normal costs incurred by the business within the Group on an ongoing basis.

Impairment of intangible assets:

Impairments to goodwill and acquired intangibles arise as a result of the estimated net present values of cash flows being lower than the carrying

value at year end.

Impairments to capitalised software costs arise as a result of no future economic inflow being attributed to the software costs.

Within discontinued operations the impairment of goodwill, acquired intangibles and capitalised development costs resulted from the assets being

classified as non-current assets held for sale, measured at the lower of the carrying amount and the expected fair value less costs to sell.

These impairments are not considered to be representative of the normal costs incurred by the business within the Group on an ongoing basis.

Impairment of property, plant and equipment:

Impairment of property, plant and equipment resulted from the reduction in net book value to the asset’s estimated future cash flows, or assets

being classified as non-current assets held for sale, measured at the lower of the carrying amount and the expected fair value less costs to sell.

These impairments are not considered to be representative of the normal costs incurred by the business within the Group on an ongoing basis.

Impairment of inventory:

The impairment of inventory relates to a discontinuation of product lines which are significant in nature and not considered by the Group to be part

of the normal operating result of the business.

Acquisition related charges:

Earnout charges and retention bonuses agreed as part of the acquisition:

Under IFRS 3, most of the Group’s earnout charges and retention bonuses are treated as post combination remuneration, although the levels of

remuneration generally do not reflect market rates and do not get renewed as a salary (or other remuneration) might. The Group considers this to be

inconsistent with the economics reflected in the deals because other consideration for the acquisition is effectively included in goodwill rather than

in the Income Statement. Retention agreements are generally entered into with key management at the point of acquisition to help ensure an

efficient integration.

These charges and bonuses which are incurred as part of the acquisition are not considered to be representative of the normal costs incurred by the

business within the Group on an ongoing basis.

Transaction costs:

Transaction costs related to the acquisition of a business do not reflect its trading performance and so are adjusted to ensure consistency between

periods.

Effect of fair valuation of acquired inventory:

As part of the accounting for business combinations, the Group measures acquired inventory at fair value as required under IFRS 3. This results in the

carrying value of acquired inventory being higher than its original cost-based measure. The impact of the uplift in value has the effect of increasing

cost of sales thereby reducing the Group’s gross profit margin which is not representative of ongoing performance.

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126

Annual Report and Accounts 2024

Effect of fair valuation of property, plant and equipment:

Under IFRS 3, acquired fixed assets are measured at fair value. This measure does not reflect the undepreciated cost of the acquired asset from the

perspective of the acquiree and as such alters the depreciation cost from the Group’s perspective after the acquisition. This does not reflect the

ongoing profitability of the acquired business.

Restructuring and other costs:

Restructuring and other associated costs arising from significant strategy changes that are not considered by the Group to be part of the normal

operating costs of the business.

Finance expense:

Amortisation of loan fees on borrowings for acquisitions:

These are upfront borrowing fees related to funding for acquisitions and do not reflect the ongoing funding cost of the investment.

Unwind of discount on liabilities and other interest:

This is discount being unwound on the payment of deferred consideration and grant payables, and interest charged on deferred retention payments,

both relating to acquisitions.

The above do not reflect the ongoing funding cost of the investment and so are adjusted to ensure consistency between periods.

Other adjusting items:

– profit/(loss) on disposal of businesses;

– past service charges associated with defined benefit pensions, such as gender equalisation of guaranteed minimum pension (“GMP”) for

occupational schemes; and

– other significant initiatives not related to trading.

These are not considered by the Group to be part of the normal operating costs of the business.

In addition, the following are treated as adjusting items when considering post tax APMs:

– significant adjustments to current or deferred tax which have arisen in previous periods but are accounted for in the current period;

– the net effect of significant new tax legislation changes; and

– the current and deferred tax effects of adjusting items.

These are not considered by the Group to be part of the normal operating costs of the business.

	2024	2023 1
	£m	£m
Continuing operations
Amortisation of intangible assets that are acquired in a business combination	(3.5)	(4.0)
Restructuring and other costs 2	(11.3)	(5.4)
Impairment of assets 3	(51.3)	(7.3)
Operating loss of previously discontinued operations 4	(12.0)	–
Acquisition related charges 5	(0.2)	(1.3)
Adjusting items in operating loss from continuing operations	(78.3)	(18.0)
Finance expense – other interest 6	(0.1)	(2.6)
Adjusting items in loss before tax from continuing operations	(78.4)	(20.6)

1 For the year ended 31 December 2024, resulting from an application of accounting policy choice, the Group has presented £0.6 million legal expenses relating to the Quasar acquisition as an

adjusting item. The comparative figures for the year ended 31 December 2023 have been restated accordingly in the Consolidated Statement of Profit or Loss and related notes for an amount

of £0.5 million. There is no impact on the Group’s net assets. See note 2.1 “Operating expenses”.

2 Restructuring and other costs of £11.3 million (2023: £5.4 million) related mainly to site rationalisation and other restructuring activities of which employee related charges were £8.2 million

(2023: £4.1 million), corporate related initiatives £1.6 million (2023: £0.8 million) and legal expenses of £1.0 million (2023: £0.5 million). As at 31 December 2024, there is a provision of

£6.7 million in relation to restructuring activities. See note 3.5 “Provisions”.

A number of Group wide restructuring projects were commissioned in 2024 with the focus on site rationalisation to increase capacity utilisation together with cost base realignment to recognise

the lower level of order demand and in turn revenue the Group is experiencing. The projects resulted in a number of employees leaving in 2024, for which costs were recognised for in 2024. Future

employee related costs were recognised where an announcement of restructuring activity in 2025 was made prior to the end of 2024. There is an expectation that there will be charges incurred in

2025, relating to these projects as the restructuring activities complete. The following projects were approved in 2024:

– A divisional restructure from three divisions to two divisions, to be completed in 2025, resulting in the realignment of products to better fit end market customer segmentation as well as the

geographical organisation of the business. This led to a reduction in some senior leadership roles at both the Media Solutions and Production Solutions divisions;

– In the Media Solutions Division, the reduction in administrative roles at the divisional head office in Italy which was agreed by employees and their union representatives in February 2025;

– In the Production Solutions Division, the decision to transfer the assembly and manufacturing from the site in the UK to Italy. No employee related costs were provided for as the announcement

was made to employees and their union representatives in 2025, with agreement being reached in February 2025;

– In the Creative Solutions Division, the decision was made to no longer proceed with the disposal of Amimon as no credible offers were received. Instead, the decision was made in 2024 to close

the business in 2025 and sell Amimon’s zero delay technology intellectual property to the Teradek business. No employee related costs were provided for as the announcement was made in 2025;

and

– Corporate initiatives costs of £1.6 million (2023: £0.8million) relating to 2024 cost base realignment and leadership changes including associated legal and professional fees.

In connection with the above restructuring activity, an assessment of the recoverability of assets was conducted across the Group. This resulted in the following impairments.

Section 2 continued

Results for the Year continued

Strategic Report Corporate Governance Financial Statements

127

3 Impairment charges of £51.3 million (2023: £7.3 million) related to goodwill: £46.0 million (2023: £nil); land and buildings: £4.6 million (2023: £1.5 million which was predominantly the

£1.3 million impairment of the building which was classified as non-current asset held for sale), capitalised development costs: £nil million (2023: £0.3 million), software costs: £0.4 million

(2023: £nil million), fixtures and fittings: £0.2 million (2023: £nil million), inventory: £0.1 million (2023: £3.7 million which mainly comprises the discontinuation of the motion controls market

and Wooden Camera inventory following the relocation to Costa Rica), and acquired intangible assets: £nil million (2023: £1.8 million).

A goodwill impairment charge of £46.0 million (£14.9 million: Media Solutions CGU; £31.1 million: Production Solutions CGU) was made to the Consolidated Statement of Profit and Loss.

The impairment charge of £14.9 million, in relation to Media Solutions, was made as at 30 June 2024.

Land and buildings were impaired by £4.6 million following restructuring and site rationalisation projects announced within the Group, namely:

– £3.0 million (2023: £nil million) in the Production Solutions Division following the decision to transfer assembly and manufacturing from the Bury St Edmonds site to other group facilities which

will commence in 2025;

– £1.3 million (2023: £nil million) in the Media Solutions Division following the part exit from the offices in Cassola, Italy, and the move of the distribution from New Jersey to Phoenix , which is

phase two of the project which commenced in 2023; and

– £0.3 million (£2023: £nil million) within Corporate costs following the exit of the Richmond-upon-Thames office.

4 Operating loss of £12.0 million related to previously discontinued operations. This included impairment of capitalised development costs of £4.7 million (2023: £9.1 million included within

discontinued operations), land and buildings of £0.6 million (2023: £0.3 million), and plant, machinery and vehicles of £0.6 million (2023: £nil million).

As at 30 June 2023, Lightstream and Amimon were classified as a disposal group held for sale and discontinued operations. On 2 October 2023 the Group sold its Lightstream business based in

the US. In December 2024, the decision was made to no longer proceed with the disposal of Amimon as no credible offers were received at the time. Instead, the decision was made in 2024 to close

the business through 2025 and sell Amimon’s zero delay technology intellectual property to the Teradek business, also part of the Creative Solutions Division. Amimon, therefore, no longer meets

the definition of a disposal group held for sale as at 31 December 2024, and as a result, is reclassified from held for sale and discontinued operation, to held for continuing operations in 2024.

On 9 April 2025 the Group sold its Amimon business, part of the Creative Solutions Division, for a gross cash consideration of $1.0 million (£0.8 million). In addition, Teradek LLC, also part of the

Creative Solutions Division, received $2.3 million (£1.8 million) for entering into a licence agreement to grant Amimon a licence to use certain Licenced Technology.

Within the Consolidated Statement of Profit or Loss, the 2024 results of Amimon are included in adjusting items as a continuing operation while the 2023 results were reported in loss from

discontinuing operations. See 3.4 “Discontinued operations and non-current assets classified as held for sale”.

5 Acquisition related charges of £0.2 million (2023: £1.3 million) comprise retention bonuses of £0.2 million (2023: £1.1 million), the effect of fair valuation of acquired inventory of £nil

(2023: £0.1 million), and the effect of fair valuation of acquired property, plant and equipment of £nil (2023: £0.1 million).

The retention bonuses of £0.2 million (Quasar: £0.1 million and Audix: £0.1 million) relate to continued employment. The charge incurred in 2023 was £1.1 million (Quasar: £0.3 million, Savage:

£0.6 million and Audix: £0.2 million).

6 Other interest expense of £0.1 million is an adjusting charge in loss before tax, and relates to the unwinding of discount on the provision for grant re-payments to the Israeli Innovation Authority

(“IIA”) in Amimon. In 2023, £2.6 million interest expense was an adjusting charge in loss before tax, and comprised £2.0 million in relation to other financing initiatives not related to underlying

trading and £0.6 million of amortisation of loan fees on borrowings for acquisitions.

	2024	2023
	£m	£m
Discontinued operations
Amortisation of intangible assets that are acquired in a business combination	–	(2.2)
Restructuring and other costs 1	–	(0.4)
Impairment of fixed assets 2	–	(50.2)
Acquisition and disposal related charges 3	–	(1.4)
Adjusting items in operating loss from discontinued operations	–	(54.2)
Finance expense – unwind of discount on liabilities and other interest 4	–	(0.3)
Adjusting items in loss before tax from discontinued operations	–	(54.5)

See note 2.5 “Earnings per share” for the above, net of tax.

1 In 2023, restructuring and other costs of £0.4 million related to the closure of the Syrp operations in New Zealand, within the Media Solutions Division.

2 In 2023, the impairment of assets charge of £50.2 million related to goodwill: £26.8 million, acquired intangible assets: £14.0 million, capitalised development costs: £9.1 million, and land and

buildings: £0.3 million.

3 In 2023, acquisition and disposal related charges of £1.4 million comprised retention bonuses of £1.1 million and transaction costs relating to the disposal of businesses of £0.3 million.

4 In 2023, finance expense of £0.3 million comprises £0.1 million of discount unwinding on the provision for grant re-payments to the Israeli Innovation Authority (“IIA”) in Amimon which was fully

paid in Q1 2025, and £0.2 million interest on the deferred retention charges paid to Lightstream.

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Annual Report and Accounts 2024

2.3 Net finance expense

This note details the finance income and expense generated from the Group’s financial assets and liabilities.

Accounting policies

Net finance expense comprises:

– foreign exchange gains and losses on cash and external loans that are not net investment hedges;

– fair value gain/loss on interest rate swaps designated as cash flow hedges;

– interest expense on lease liabilities;

– interest expense on borrowings and deferred payments;

– interest receivable on funds paid on account or invested;

– unwind of discount on liabilities; and

– net interest expense on net defined benefit pension scheme.

Net finance expense

	2024	2023
	£m	£m
Finance income
Net currency translation gains	2.5	2.0
Other interest income 1	0.6	0.2
Interest income on net defined benefit pension scheme 2	0.2	0.2
	3.3	2.4
Finance expense
Interest expense on interest-bearing loans and borrowings 3	(10.1)	(16.3)
Fair value gain on interest rate swaps designated as cash flow hedges	1.6	3.0
Interest expense on net defined benefit pension scheme 2	(0.1)	(0.1)
Interest expense on lease liabilities	(1.5)	(1.5)
Other interest expense 4	(0.1)	(1.6)
	(10.2)	(16.5)
Net finance expense from discontinued operations	(6.9)	(14.1)

	2024	2023
	£m	£m
Finance expense
Unwind of discount on liabilities and other interest 4	–	(0.3)
Net currency translation losses	–	(0.1)
Finance expense from discontinued operations	–	(0.4)

1 Interest income mainly comprises £0.2 million (2023: £0.1 million) relating to the EU State Aid investigation and £0.2 million (2023: £nil million) of bank interest received. See note 2.4 “Tax”.

2 See note 5.2 “Pensions”.

3 Interest expense on interest-bearing loans and borrowings of £10.1 million (2023: £16.3 million) relates to interest expense of £9.1 million (2023: £14.4 million); loan fees of £1.0 million

(2023: £0.7 million ); and an adjusting amount of £nil million (2023: £1.2 million relating to loan fees on borrowings for acquisitions of £0.6 million and other financing initiatives of £0.6 million).

See note 2.2 “Adjusting items”.

4 Other interest expense of £0.1 million relates to the unwinding of discount on the provision for grant re-payments to the Israeli Innovation Authority (“IIA”) in Amimon. In 2023, other interest

expense of £1.6 million includes an adjusting amount of £1.4 million relating to other financing initiatives, not related to underlying trading.

In 2023, finance expense from discontinued operations includes £0.1 million of discount unwinding on the provision for grant re-payments to the

Israeli Innovation Authority (“IIA”) in Amimon (which was fully repaid in Q1 2025), and £0.2 million interest on the deferred retention charges paid

to Lightstream.

See note 2.2 “Adjusting items”.

Section 2 continued

Results for the Year continued

Strategic Report Corporate Governance Financial Statements

129

2.4 Tax

Accounting policies

Income tax

The tax expense in the Profit or Loss represents the sum of current and deferred tax.

Current tax is the expected tax payable on the taxable income for the year, and any adjustment to tax payable in respect of previous years.

Deferred tax is provided using the Balance Sheet liability method, providing for temporary differences between the carrying amounts of assets and

liabilities for financial reporting purposes and the amounts used for taxation purposes. The amount of deferred tax provided is based on the

expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates substantively enacted at the Balance

Sheet date.

Deferred tax assets are recognised for all deductible temporary differences and carried forward unused tax credits and unused tax losses, to the

extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused

tax credits and unused tax losses, can be utilised.

The carrying amount of deferred income tax assets is reviewed at each Balance Sheet date and increased or reduced to the extent of the probable

level of taxable profit that would be available to allow all or part of the deferred income tax asset to be utilised.

Deferred tax liabilities are not recognised for the following temporary differences:

– goodwill not deductible for tax purposes or the initial recognition of an asset or liability in a transaction that is not a business combination and,

at the time of the transaction, affects neither the accounting profit nor the taxable profit or loss; and

– differences relating to investments in subsidiaries to the extent that the timing of the reversal is controlled by the Company and they will probably

not reverse in the foreseeable future.

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Tax – Profit or Loss

	2024	2023
	£m	£m
The total taxation charge/(credit) in the Profit or Loss is analysed as follows:
Summarised in the Profit or Loss as follows
Continuing operations
Current tax	(0.7)	1.0
Deferred tax	44.3	(7.7)
	43.6	(6.7)
Discontinued operations
Current tax	–	(0.6)
Deferred tax	–	4.7
	–	4.1
Continuing and discontinued operations
Current tax	(0.7)	0.4
Deferred tax	44.3	(3.0)
	43.6	(2.6)
Adjusting items
Continuing operations
Current tax	(4.1)	(1.8)
Deferred tax	55.8	(2.0)
	51.7	(3.8)
Discontinued operations
Current tax	–	(0.4)
Deferred tax	–	(5.2)
	–	(5.6)
Continuing and discontinued operations
Current tax 1	(4.1)	(2.2)
Deferred tax 2	55.8	(7.2)
	51.7	(9.4)
Before adjusting items
Continuing operations
Current tax	3.4	2.8
Deferred tax	(11.5)	(5.7)
	(8.1)	(2.9)
Discontinued operations
Current tax	–	(0.2)
Deferred tax	–	9.9
	–	9.7
Continuing and discontinued operations
Current tax	3.4	2.6
Deferred tax	(11.5)	4.2
	(8.1)	6.8

1 Current tax credit of £4.1 million (2023: £2.2 million credit) was recognised in the year of which £4.1 million credit (2023: £1.6 million credit) related to restructuring and integration costs and £nil

million charge (2023: £0.6 million credit) related to financial expense.

2 Deferred tax debit of £55.8 million (2023: £7.2 million credit) was recognised in the year of which £0.2 million credit (2023: £2.6 million credit) relates to restructuring and impairment costs,

£0.2 million credit (2023: £0.7 million credit) to acquisitions and disposals, £5.9 million credit (2023: £3.9 million credit) to amortisation and impairment of intangible assets, £0.5 million credit

(2023 £nil million) relating to operating loss of previously discontinued operations and £62.6 million (2023: £nil million) relates to deferred tax asset derecognised in the year. Further details on

deferred tax assets are below.

Section 2 continued

Results for the Year continued

Strategic Report Corporate Governance Financial Statements

131

	2024	2023
	£m	£m
Current tax charge/(credit)
Charge/(credit) for the year	(0.2)	1.9
Adjustments in respect of prior years	(0.5)	(1.5)
Total current tax charge/(credit)	(0.7)	0.4

The Group current tax credit of £0.7 million (2023: £0.4 million charge) represents UK current tax charge £0.6 million (2023: £0.7 million charge) with

the remaining £1.3 million credit (2023: £0.3 million credit) relating to overseas tax.

	2024	2023
	£m	£m
Deferred tax charge/(credit)
Origination and reversal of temporary differences	44.9	(2.8)
Adjustments in respect of prior years	(0.6)	(0.2)
Total deferred tax charge	44.3	(3.0)

The Group deferred tax charge of £44.3 million (2023: £3.0 million credit) represents US deferred tax charge of £42.8 million (2023: £7.4 million

credit), UK deferred tax credit of £0.6 million (2023: £0.4 million charge) with £2.1 million charge (2023: £4.0 million charge) relating to overseas tax.

	2024	2023
	£m	£m
Tax charge/(credit) recognised in Statement of Changes in Equity (“SOCIE”)
Current tax recognised in SOCIE 3	–	–
Deferred tax recognised in SOCIE 4	–	0.6
	–	0.6

3 No current tax deductions have been reflected in the SOCIE in both the current and prior year.

4 A deferred tax charge of £nil million (2023: £0.6 million charge) relating to the impact of share-based payments on outstanding options, has been reflected in the SOCIE.

Reconciliation of Group tax charge

	2024	2023
	£m	£m
Loss before tax	(103.4)	(80.7)
Income tax using the domestic corporation tax rate at 25.0% (2023: 23.5%)	(25.9)	(19.0)
Effect of tax rates in foreign jurisdictions	1.5	1.5
Beneficial tax rates and incentives 5	(0.6)	(0.6)
Non-deductible expenses	2.2	1.1
Non-taxable income and incentives	(0.4)	(0.8)
Impairment of goodwill and intangible assets	5.9	5.4
Other – including movement on assessment of tax risks	(0.6)	1.2
Derecognise deferred tax asset 6	62.6	–
Impact of losses derecognised relating to discontinued operations	–	10.2
Adjustments in respect of prior years	(1.1)	(1.6)
Total income tax charge/(credit) in Profit or Loss	43.6	(2.6)

5 The beneficial tax rates and incentives of £0.6 million credit (2023: £0.6 million credit) relate to the incentive tax rate in Costa Rica.

6 The majority of the deferred tax asset has been derecognised. In the first half of 2024 there was an expectation of recovery. However, in the final quarter of 2024, in response to the weaker

macroeconomic environment, the business refocused on key areas. Following the financial projections, weakening performance and compliance with the ESMA guidance, the deferred tax asset

has been derecognised. See section 1 “Basis of preparation” for details on going concern.

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Annual Report and Accounts 2024

Tax – Balance Sheet

Current tax

The current tax liability of £6.6 million (2023: £7.8 million) represents the amount of income taxes payable in respect of current and prior periods,

including a provision in relation to uncertain tax positions. The current tax asset of £8.9 million (2023: £5.7 million) mainly relates to income tax

receivable in the UK and Italy, and includes a provision in relation to uncertain tax positions. This also includes the £3.3 million receivable relating

to the EU State Aid which has been reclassified from non-current tax to current tax receivable.

The international tax environment has received increased attention and seen rapid change over recent years, both at a US and European level, and by

international bodies such as the Organisation for Economic Co-operation and Development (“OECD”). In light of this, the Group has been monitoring

developments and continues to engage transparently with the tax authorities in countries where the Group operates, to ensure that the Group

manages its tax arrangements on a sustainable basis.

As for most multinationals, the current tax environment is creating increased levels of uncertainty and tax risk with the Group being potentially

subject to tax audits in many jurisdictions. By their nature these are often complex and could take a significant period of time to be agreed with the

tax authorities. The Group estimates and accrues taxes that will ultimately be payable when reviews or audits by tax authorities of tax returns are

completed. These estimates include management judgements about the position expected to be taken by each tax authority, primarily in respect

of transfer pricing as well as in respect of financing arrangements and tax credits and incentives.

It is not possible to quantify the impact that such future developments may have on the Group’s tax positions. Actual outcomes and settlements

may differ significantly from the estimates recorded in these consolidated financial statements.

EU State Aid investigation

In October 2017, the European Commission (EC) opened a State Aid investigation into the Group Financing Exemption in the UK controlled foreign

company (“CFC”) rules (an exemption introduced into the UK tax legislation in 2013). In common with other UK-based international companies

whose intragroup finance arrangements are in line with current controlled foreign company rules, the Group is affected by this decision.

In June 2019, the UK government submitted an appeal to the EU Commission against its decision. In common with a number of other affected

taxpayers, the Group filed its own annulment application.

In 2021 the Group received a Charging Notice and Interest Charging Notice from HMRC, and accordingly paid £3.0 million. The Group considered it

probable that its appeal against the Charging Notice and/or its annulment application against the European Commission’s (“EC”) State Aid decision

would be successful and as such recorded a non-current asset in relation to the payment on the basis that it would ultimately be refunded. It was

considered possible, however, that the appeal and/or annulment might be unsuccessful which would result in a liability contingent on the outcome.

In 2022, the General Court of the European Union upheld the EC’s original decision to the Court of Justice of the European Union (“CJEU”). The

applicants in both of the lead cases making applications for annulment of which the Group’s own annulment application stood behind appealed

against this judgement.

On 11 April 2024, the Advocate General delivered an independent, but non-binding, Opinion on the case, stating that the CJEU should set aside the

judgement of the General Court and annul the EC’s decision which found that the UK provided State Aid to certain multinational groups between

2013 and 2018. On 19 September 2024, the European Court of Justice annulled the EC’s original decision. This judgement is now final. Management

remains of the view that it is probable that its appeal and/or its annulment application will be successful based on the technical facts of the case.

The Controlled Foreign Companies (Reversal of State Aid Recovery) Regulations 2024 (the “Regulations”) came into force on 31 December 2024.

The Regulations require that HMRC issue a reversal notice, which was received by Videndum plc on 12th March 2025 cancelling any Charging Notice

and Interest Charging Notice to any affected company making any relevant adjustment considered to be appropriate in order to secure, that the

company is put back in the position it would have been in if the EC decision had not been made.

HMRC made a refund payment on 8th April 2025 and as such, the tax asset has been reclassified from non-current to current at 31 December 2024.

£3.3 million represents the £3.0 million described above plus £0.3 million interest receivable.

Section 2 continued

Results for the Year continued

Strategic Report Corporate Governance Financial Statements

133

Deferred tax assets and liabilities

			Recognised in		Transfer
		Recognised	goodwill and	Exchange	between
	2024	in income	reserves	movements	categories	2023
	£m	£m	£m	£m	£m	£m
Assets
Inventories	1.9	0.6	–	–	(1.0)	2.3
Intangible assets	–	(2.1)	–	–	0.2	1.9
Tax losses 1	0.9	(35.8)	–	(0.1)	–	36.8
Property, plant, equipment and other	0.5	(9.5)	–	(0.1)	1.0	9.1
Lease liability	2.3	(2.9)	–	(0.1)	–	5.3
	5.6	(49.7)	–	(0.3)	0.2	55.4
Liabilities
Property, plant, equipment and other	(1.1)	0.5	0.9	–	–	(2.5)
Pension	(1.0)	–	–	–	–	(1.0)
Intangible assets	(0.4)	2.4	–	–	(0.2)	(2.6)
Right-of-use assets	(2.5)	2.5	–	0.1	–	(5.1)
	(5.0)	4.5	0.9	0.1	(0.2)	(11.2)
Net	(0.6)	(44.3)	0.9	(0.2)	–	44.2

After offsetting deferred tax assets and liabilities that relate to taxes levied by the same taxation authority on the same taxable fiscal unit. The net

deferred tax assets of £0.6 million above comprises deferred tax asset of £0.7 million and deferred tax liabilities of £0.1 million as reported on the

Balance Sheet

			Recognised in		Transfer
		Recognised	goodwill and	Exchange	between
	2023	in income	reserves	movements	categories	2022
	£m	£m	£m	£m	£m	£m
Assets
Inventories	2.3	(0.5)	–	–	–	2.8
Intangible assets	1.9	0.9	–	(0.1)	–	1.1
Tax losses	36.8	3.9	–	(1.8)	–	34.7
Property, plant, equipment and other	9.1	(2.3)	(0.6)	(0.5)	–	12.5
Lease liability	5.3	3.4	–	(0.2)	–	2.1
	55.4	5.4	(0.6)	(2.6)	–	53.2
Liabilities
Property, plant, equipment and other	(2.5)	1.6	–	0.2	–	(4.3)
Pension	(1.0)	–	–	–	–	(1.0)
Intangible assets	(2.6)	(0.6)	0.3	–	–	(2.3)
Right-of-use assets	(5.1)	(3.4)	–	0.2	–	(1.9)
	(11.2)	(2.4)	0.3	0.4	–	(9.5)
Net	44.2	3.0	(0.3)	(2.2)	–	43.7

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The table below shows deferred tax on losses.

		Gross	Tax	Gross	Tax
		2024	2024	2023	2023
		£m	£m	£m	£m
	Recognised	3.6	0.9	165.9	36.8
	Unrecognised 1	260.8	61.0	65.9	11.0
	Total	264.4	61.9	231.8	47.8
1 In 2023, unrecognised losses in respect of Amimon Ltd have been excluded, as this was classified as a discontinued operation.

No taxes have been provided for liabilities which may arise on the distribution of unremitted earnings of subsidiaries on the basis of control, except

where distributions of such profits are planned. As dividends remitted from overseas subsidiaries to the UK should be exempt from additional UK

tax, no significant tax charges would be expected.

Deferred tax

Deferred tax assets are recognised to the extent it is probable that future taxable profit will be available against which the unused tax losses,

unused tax credits and deductible temporary differences can be utilised in the relevant jurisdictions. As of 31 December 2024, the Group has

recognised deferred tax assets of £5.6 million (2023: £55.4 million) which predominately nets with the deferred tax liability.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient

taxable profits will be available to allow all or part of the asset to be recovered.

The Group has applied a consistent approach to previous years and based on the forecasts of taxable profit in relation to the Group’s ability to utilise

the unused tax losses and deductible temporary differences. At 31 December 2024, the Group believes that £5.6 million of deferred tax assets are

recoverable within a reasonably foreseeable timeframe.

The deferred tax asset decrease of £0.9 million (2023: £0.3 million increase) recognised in goodwill and reserves relates to £0.3 million decrease

reflected in the SOCIE in relation to share options and £0.6 million decrease relating to financial instruments.

2.5 Earnings per share

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

Basic EPS is calculated on the profit/(loss) for the year divided by the weighted average number of ordinary shares in issue during the year.

Diluted EPS is calculated on the profit for the year divided by the weighted average number of ordinary shares in issue during the year, but

adjusted for the effects of dilutive share options. The key features of share option contracts are described in note 5.3 “Share-based payments”.

A negative basic EPS is not adjusted for the effects of dilutive share options.

The adjusted EPS measure is calculated based on adjusted profit/(loss) and is used by Management to set performance targets for employee

incentives and to assess performance of the businesses.

Section 2 continued

Results for the Year continued

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135

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

	2024	2023 1
	£m	£m
Loss for the financial year from continuing operations	(147.0)	(12.1)
Add back adjusting items, all net of tax:
Amortisation of intangible assets that are acquired in a business combination, net of tax	3.0	3.3
Restructuring and other costs, net of tax 1	7.1	4.2
Impairment of assets, net of tax	45.7	6.2
Operating loss of previously discontinued operations, net of tax	11.5	–
Acquisition related charges, net of tax	0.2	1.1
Finance expense – other interest, net of tax	0.1	2.0
Deferred tax asset derecognised	62.5	–
Add back adjusting items from continuing operations, all net of tax:	130.1	16.8
Adjusted (loss)/profit after tax from continuing operations	(16.9)	4.7
Loss for the financial year from discontinued operations	–	(66.0)
Add back adjusting items, all net of tax:
Amortisation of intangible assets that are acquired in a business combination, net of tax	–	1.9
Restructuring and other costs, net of tax	–	0.3
Impairment of intangible assets, net of tax	–	45.5
Acquisition related charges, net of tax	–	0.9
Finance expense – other interest, net of tax	–	0.3
Add back adjusting items from discontinued operations, all net of tax:	–	48.9
Add back loss on disposal of discontinued operation after tax	–	1.0
Adjusted loss after tax from discontinued operations	–	(16.1)
Loss for the financial year	(147.0)	(78.1)
Adjusted loss after tax	(16.9)	(11.4)

1 For the year ended 31 December 2024, resulting from an application of accounting policy choice, the Group has presented £0.6 million legal expenses relating to the Quasar acquisition as an

adjusting item. The comparative figures for the year ended 31 December 2023 have been restated accordingly for an amount of £0.5 million.

See note 2.2 “Adjusting items”.

		Weighted average number
		of shares ‘000		Adjusted earnings per share	Earnings per share
	2024	2023	2024	2023 3	2024	2023
	Number	Number	pence	pence	pence	pence
From continuing operations 1
Basic	94,323	49,584	(17.9)	9.5	(155.8)	(24.4)
Dilutive potential ordinary shares	319	318	–	(0.1)	–	–
Diluted	94,642	49,902	(17.9)	9.4	(155.8)	(24.4)
From discontinued operations
Basic	–	49,584	–	(32.5)	–	(133.1)
Dilutive potential ordinary shares	–	318	–	–	–	–
Diluted	–	49,902	–	(32.5)	–	(133.1)
From continuing and discontinued operations 2
Basic	94,323	49,584	(17.9)	(23.0)	(155.8)	(157.5)
Dilutive potential ordinary shares	319	318	–	–	–	–
Diluted	94,642	49,902	(17.9)	(23.0)	(155.8)	(157.5)

1 For the year ended 31 December 2024, 319,000 potential ordinary shares are antidilutive for both adjusted earnings per share and statutory earnings per share. For the year ended 31 December

2023, potential 318,000 ordinary shares are dilutive for the purposes of adjusted earnings per share but antidilutive for statutory earnings per share.

2 319,000 (2023: 318,000) potential ordinary shares are antidilutive for both adjusted earnings per share and statutory earnings per share.

3 For the year ended 31 December 2024, resulting from an application of accounting policy choice, the Group has presented £0.6 million legal expenses relating to the Quasar acquisition as an

adjusting item. The comparative figures for the year ended 31 December 2023 have been restated accordingly in the Consolidated Statement of Profit or Loss and related notes for an amount

of £0.5 million. There is no impact on the Group’s net assets. See note 2.1 “Operating expenses”.

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This section shows the assets and liabilities used to generate the Group’s trading performance. Liabilities relating to the Group’s financing

activities are addressed in Section 4. Current tax and deferred tax assets and liabilities are shown in note 2.4 “Tax”.

On the following pages, there are disclosures covering the following:

3.1 Intangible assets

3.2 Property, plant and equipment

3.3 Working capital

3.4 Discontinued operations and non-current assets classified as held for sale

3.5 Provisions

3.6 Leases

3.7 Acquisitions

3.1 Intangible assets

This shows the non-physical assets used by the Group to generate revenues and profits. These assets include the following :

– Goodwill

– Acquired intangible assets

– Software

– Capitalised development costs

Accounting policies

Goodwill

The goodwill recognised by the Group has all arisen as a result of acquisitions and is stated at cost less any accumulated impairment losses. Goodwill

is allocated on acquisition to CGUs, or groups of CGUs, assessed to be the three segments of the Group, that are anticipated to benefit from the

combination. It is not subject to amortisation but is tested annually for impairment. Impairment is determined by assessing the recoverable amount

of the segment to which the goodwill relates. This estimate of recoverable amount is determined at each Balance Sheet date.

The estimate of recoverable amount requires significant assumptions to be made and is based on a number of factors such as the near-term

business outlook for the segment, including both its operating profit and operating cash flow performance. Where the recoverable amount of the

segment is less than the carrying amount, an impairment loss is recognised. Impairment losses on goodwill are not reversed.

All acquisitions are accounted for by applying the acquisition method. Goodwill on these acquisitions represents the excess of the fair value of the

acquisition consideration over the fair value of the identifiable net assets acquired, all measured at the acquisition date. Subsequent adjustments to

the fair values of net assets acquired can be made within 12 months of the acquisition date where original fair values were determined provisionally.

These adjustments are accounted for from the date of acquisition.

Other intangible assets

Acquired intangible assets

Other intangible assets acquired as part of a business combination are shown at fair value at the date of acquisition less accumulated amortisation

at the rates indicated below:

Brand 3 to 20 years

Customer relationships 3 to 10 years

Technology 3 to 20 years

Software

The cost of acquiring software (including associated implementation and development costs where applicable) is classified as an intangible asset.

Costs that are directly associated with the production of identifiable and unique software products controlled by the Group, and that are assessed

as likely to generate economic benefits exceeding costs beyond one year, are also capitalised and recognised as intangible assets. Costs associated

with maintaining computer software programs are recognised as an expense as incurred. Software expenditure is amortised over its estimated

useful life of between three to five years, and is stated at cost less accumulated amortisation and impairment losses.

Capitalised development costs

Research and development costs are charged to the Statement of Profit or Loss in the year in which they are incurred unless development

expenditure meets the criteria for capitalisation. Once detailed and strict criteria have been met that confirm that the product or process is both

technically and commercially feasible and the Group has sufficient resources to complete the product, any further expenditure incurred on the

project is capitalised. The capitalised expenditure includes the cost of materials, direct labour and an appropriate portion of overheads. Capitalised

expenditure is amortised over the life of the product, and is stated at cost less accumulated amortisation and impairment losses.

The significant judgements relate to the future forecasts of revenue. Impairments to capitalised development costs were made where the revenue

did not support the balance and not illustrating future economic benefits to support the balance.

Section 3

Operating Assets and Liabilities

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137

Impairment tests for CGUs or groups of CGUs containing goodwill

In accordance with the requirements of IAS 36 “Impairment of Assets”, goodwill is allocated to the CGU groups, assessed to be the three segments

of the Group, which are expected to benefit from the combination and are identified by the way goodwill is monitored for impairment. The Group’s

total consolidated goodwill of £49.2 million at 31 December 2024 (£94.8 million at 31 December 2023) is allocated to: Media Solutions: £38.1 million

(2023: £52.7 million); Production Solutions: £nil million (2023: £31.1 million); and Creative Solutions: £11.1 million (2023: £11.0 million). Goodwill

allocated to each segment is assessed for impairment annually and whenever there is a specific indicator of impairment.

As part of the annual impairment test review, the recoverable value of the CGU has been assessed with reference to the higher of fair value less

costs of disposal and the value in use (“VIU”) methodology which is then compared to the carrying value of the net assets within the CGU. The VIU

was performed over a projected period of five years together with a terminal value. This reflects the projected cash flows of each segment based on

the actual operating results, the most recent Board approved budget, the strategy, and Management projections. As part of determining the value

in use of each CGU group and carrying value of long-term assets, Management has considered the potential impact of climate change on the

business performance over the next five years, and the terminal growth rates. While there is considerable uncertainty relating to the longer term

and quantifying the impact on a range of outcomes, Management considers that environmental related incremental costs are expected to have a

minimal impact; the Group has already implemented strategies to mitigate this impact.

Recognising that there are extreme but unlikely scenarios, the Group considers that while exposed to physical risks associated with climate change

(such as flooding, heatwaves, sea level rises and increased precipitation) the estimated impact of these on the Group is not deemed material when

determining the value in use of each CGU group and carrying value of associated long-term assets. In addition, the Group is exposed to transitional

risks which might arise, for example, from government policy, customer expectations, material costs and increased stakeholder concern. The

transitional risks could result in financial impacts such as higher environmentally focused levies (e.g. carbon pricing) and increased material costs.

While the Group is exposed to the potential financial impacts associated with transitional risks after expected mitigating actions these are not

deemed to have a significant impact on the value in use of each CGU group, determination of available headroom, and carrying value of associated

long-term assets.

The key assumptions on which the value in use calculations are based relate to (i) Business performance over the next five years, (ii) Terminal growth

rates beyond 2029; and (iii) Discount rates applied.

(i) Business performance over the next five years – Forecast sales growth rates are based on past experience and take into account current and

future market conditions and opportunities, and strategic decisions made in respect of each CGU group. Operating profits are forecast based

on historical experience of operating margins adjusted for the impact of changes in product costs, cost-saving initiatives already implemented

or committed to at the balance sheet date and new product launches. Cash conversion is the ratio of operating cash flow to operating profit.

Management forecasts the cash conversion rate based on historical experience.

(ii) Terminal growth rates beyond 2029 – These are based on Management’s assessment of the outlook for overall market growth with Creative

Solutions, Media Solutions and Production Solutions broadly similar to long-term world GDP growth at 2% (2023: 2.0% for Media Solutions and

Production Solutions, and 4.0% for Creative Solutions). In the prior year, for Creative solutions, Management believed the end-markets and

geographies in which the division operates indicate higher growth potential.

(iii) Discount rates applied – The post-tax discount rates were measured based on the interest rate of 30-year government bonds issued in the

relevant market, adjusted for a risk premium to reflect both the increased risk of investing in equities generally and the systematic risk of the

CGU group. The post-tax discount rates and its equivalent pre-tax discount rates applied to discount the post-tax cash flows were as follows:

	Post tax discount rate			Equivalent Pre-tax discount rate
CGU	2024	2023	2024	2023
Media Solutions	12%	12%	15%	15%
Production Solutions	12%	11%	14%	14%
Creative Solutions	12%	11%	15%	16%

Outcome of the impairment review

During the year, two impairments assessments were performed, one at 30 June 2024 and another at 31 December 2024. As part of these

assessments it was concluded that there is headroom in the Creative Solutions CGU. The carrying value of the Media Solutions CGU and Production

Solutions CGU exceeded its value in use. An impairment charge of £46.0 million (Media Solutions CGU: £14.9 million and Production Solutions CGU:

£31.1 million) was recognised in the Consolidated Statement of Profit or Loss, and the related effect of foreign exchange of £0.2 million (Media

Solutions CGU: £0.1 million credit and Production Solutions CGU: £0.3 million charge) is recognised in the SOCIE. The impairment charge of

£14.9 million, in relation to Media Solutions, was made as at 30 June 2024.

Other sensitivities

There are no reasonable changes to estimates that would lead to an impairment for Creative Solutions. For Media Solutions, a reduction in terminal

operating profit margin by 100 bps results in a reduction of headroom by £8.0 million and this could arise if Media Solutions does not achieve the

operating model.

The table below shows the sensitivity of the £31.1 million impairment charge recognised in relation to Productions Solutions, to reasonable possible

changes in key assumptions.

	Scenario 1 (+/-50bps)	Scenario 2 (+/-100bps)
Discount rate	£1.9 million/(£2.1 million)	£3.7 million/(£4.5 million)
Terminal growth rate	(£1.4 million)/£1.3 million	(£3.0 million)/£2.5 million
Terminal cash conversion rate	(£0.2 million)/£0.2 million	(£0.5 million)/£0.5 million

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Intangible assets

			Acquired		Capitalised
			intangible		development
	Total	Goodwill	assets	Software	costs
	£m	£m	£m	£m	£m
Cost
At 1 January 2023	354.5	126.2	142.3	20.2	65.8
Currency translation adjustments	(13.6)	(4.5)	(6.0)	(0.6)	(2.5)
Additions	13.7	–	–	0.7	13.0
Disposals	(21.9)	(11.2)	(9.8)	(0.4)	(0.5)
Held for sale	(63.7)	(15.3)	(28.4)	–	(20.0)
At 31 December 2023 and 1 January 2024	269.0	95.2	98.1	19.9	55.8
Add back disposal group previously held for sale 1	19.1	–	–	–	19.1
Currency translation adjustments	1.2	0.6	1.3	(0.7)	0.1
Additions	7.6	–	–	0.3	7.3
Disposals	(1.6)	–	–	(0.9)	(0.7)
At 31 December 2024	295.3	95.8	99.4	18.6	81.5
Accumulated amortisation and impairment losses
At 1 January 2023	136.6	0.5	85.1	17.5	33.5
Currency translation adjustments	(6.1)	(0.4)	(3.7)	(0.5)	(1.5)
Amortisation in the year	14.0	–	6.2	0.9	6.9
Impairment losses in the year	52.0	26.8	15.8	–	9.4
Disposals	(21.9)	(11.2)	(9.8)	(0.4)	(0.5)
Held for sale	(58.2)	(15.3)	(28.4)	–	(14.5)
At 31 December 2023 and 1 January 2024	116.4	0.4	65.2	17.5	33.3
Add back disposal group previously held for sale 1	13.6	–	–	–	13.6
Currency translation adjustments	0.5	0.2	0.8	(0.6)	0.1
Amortisation in the year	11.6	–	3.5	0.7	7.4
Impairment losses in the year 2	55.1	46.0	–	0.9	8.2
Disposals	(1.6)	–	–	(0.9)	(0.7)
At 31 December 2024	195.6	46.6	69.5	17.6	61.9
Carrying amounts
At 1 January 2023	217.9	125.7	57.2	2.7	32.3
At 31 December 2023 and 1 January 2024	152.6	94.8	32.9	2.4	22.5
At 31 December 2024	99.7	49.2	29.9	1.0	19.6

1 Net capitalised development costs of £5.5 million (cost: £19.1 million, depreciation: £13.6 million) relating to the disposal group held for sale in the Creative Solutions Division in 2023, were

reclassified in December 2024 from discontinued to continuing operations. See note 3.4 “Discontinued operations and non-current assets classified as held for sale.

2 Goodwill impairment losses of £46.0 million comprise £14.9 million relating to the Media Solutions CGU and £31.1 million relating to the Production Solutions CGU.

The carrying value of individually material acquired intangible assets is £10.4 million (2023: £11.2 million) for trademarks, £14.1 million

(2023: £15.9 million) for customer relationships and £5.1 million (2023: £5.3 million) for technology. The remaining amortisation period of these

intangible assets is between eight and 18 years for trademarks, seven years for customer relationships and 18 years for technology.

Software impairment losses of £0.9 million related to Creative Solutions Division: £0.5 million and Media Solutions Division: £0.4 million.

Capitalised development impairment losses of £8.2 million related to Creative Solutions Division: £5.9 million (of which £4.7 million related to

Amimon), Media Solutions Division: £1.7 million and Production Solutions Division: £0.6 million. The impairment losses arose as a result of various

projects being abandoned or an exit from the market. Following the impairment charges, capitalised development costs in the above projects were

fully impaired.

The carrying value of individually material capitalised development costs is £1.0 million (2023: £6.8 million) with a remaining amortisation period

of five years.

Amortisation of intangible assets of £11.6 million (2023: £14.0 million) and impairment losses of £55.1 million (2023: £52.0 million) are included

within operating expenses.

Section 3 continued

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139

3.2 Property, plant and equipment

This shows the physical assets used by the Group to generate revenues and profits. These assets include the following:

– Land and buildings

– Plant, machinery and vehicles

– Equipment, fixtures and fittings

Accounting policies

Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. Rental assets are recorded as plant and

machinery. Right-of-use assets under lease contracts are included within property, plant and equipment. See note 3.6 “Leases”.

Depreciation

Depreciation is charged on a straight-line basis over their estimated useful economical lives of the assets. The annual depreciation charge is sensitive

to the estimated useful life of each asset and expected residual value at the end of its life. The major categories of property, plant and equipment

are depreciated as follows:

Freehold land	not depreciated
Freehold buildings	up to 50 years
Leasehold improvements	shorter of estimated useful life or remaining period of the lease
Plant and machinery	4 to 10 years
Motor vehicles	3 to 4 years
Equipment, fixtures and fittings	3 to 10 years
Rental assets	3 to 6 years

Impairment of assets

Property, plant and equipment that is subject to depreciation is reviewed for impairment when events or changes in circumstances indicate that the

carrying amount may not be recoverable. Indicators of impairment may include changes in technology and market conditions.

The impact of climate change on useful economic lives of property, plant and equipment is not deemed to be significant.

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Property, plant and equipment

			Plant,	Equipment,
		Land and	machinery	fixtures and
	Total	buildings	and vehicles	fittings
	£m	£m	£m	£m
Cost
At 1 January 2023	197.1	85.9	99.5	11.7
Currency translation adjustments	(5.7)	(2.8)	(2.6)	(0.3)
Transfers between categories	–	–	(0.2)	0.2
Additions	12.5	7.3	4.1	1.1
Disposals	(11.4)	(4.3)	(5.4)	(1.7)
Held for sale	(5.0)	(3.9)	(1.0)	(0.1)
At 31 December 2023 and 1 January 2024	187.5	82.2	94.4	10.9
Add back disposal group previously held for sale 1	2.5	1.4	1.0	0.1
Currency translation adjustments	(3.7)	(1.0)	(2.5)	(0.2)
Transfers between asset categories	–	–	(0.2)	0.2
Additions	12.2	4.2	7.4	0.6
Disposals	(12.3)	(4.7)	(5.0)	(2.6)
At 31 December 2024	186.2	82.1	95.1	9.0
Accumulated depreciation
At 1 January 2023	130.5	43.8	78.5	8.2
Currency translation adjustment	(3.7)	(1.4)	(2.1)	(0.2)
Transfers between categories	–	–	(0.2)	0.2
Depreciation charge in the year	14.4	6.6	6.7	1.1
Impairment losses in the year 2	1.8	1.4	0.4	–
Disposals	(10.5)	(3.8)	(5.2)	(1.5)
Held for sale	(1.4)	(1.0)	(0.3)	(0.1)
At 31 December 2023 and 1 January 2024	131.1	45.6	77.8	7.7
Add back disposal group previously held for sale 1	1.4	1.0	0.3	0.1
Currency translation adjustment	(3.1)	(0.7)	(2.2)	(0.2)
Transfers between asset categories	–	(0.1)	–	0.1
Depreciation charge in the year	13.2	6.0	6.1	1.1
Impairment losses in the year 2	6.0	5.2	0.6	0.2
Disposals	(11.0)	(3.7)	(4.7)	(2.6)
At 31 December 2024	137.6	53.3	77.9	6.4
Carrying amounts
At 1 January 2023	66.6	42.1	21.0	3.5
At 31 December 2023 and 1 January 2024	56.4	36.6	16.6	3.2
At 31 December 2024	48.6	28.8	17.2	2.6

1 Net property, plant and equipment of £1.1 million (Cost: £2.5 million, Depreciation: £1.4 million) relating to the disposal group held for sale in the Creative Solutions Division in 2023, were

reclassified in December 2024 from discontinued to held for continuing operations. See note 3.4 “Discontinued operations and non-current assets classified as held for sale”.

2 In 2024, property, plant and equipment impairment losses of £6.0 million related mainly to the restructuring activities around the Group. Impairment losses of £5.2 million to land and buildings

comprise Productions Solutions Division: £3.0 million, Media Solutions Division: £1.3 million, Amimon: £0.6 million, and Corporate: £0.3 million. Impairment losses of £.6 million to plant,

machinery and vehicles related to Amimon. See 2.2 “Adjusting items”.

In 2023, impairment losses of £1.4 million to land and buildings comprised £1.3 million relating to the non-current asset held for sale in Production

Solutions Division, and £0.1 million relating to the relocation of the Wooden Camera operations in Creative Solutions Division, to Costa Rica.

Impairment losses of £0.4 million to plant, machinery and vehicles comprised the write-off of assets in the Production Solutions Division:

£0.2 million, and the Media Solutions Division: £0.2 million.

Plant, machinery and vehicles includes equipment rental assets with an original cost of £13.7 million (2023: £11.6 million) and accumulated

depreciation of £10.0 million (2023: £9.3 million).

There were no capital commitments at 31 December 2024 or at 31 December 2023 for which no provision has been made in the accounts.

Depreciation is included within the operating expenses and cost of sales within the Consolidated Statement of Profit or Loss.

Section 3 continued

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141

3.3 Working capital

Working capital represents the assets and liabilities the Group generates through its trading activities. These include inventories, trade and

other receivables, and trade and other payables.

Careful management of working capital is vital as it ensures that the Group can meet its trading and financing obligations within its ordinary

operating cycle.

Accounting policies

Inventories

Inventories and work in progress are carried at the lower of cost and net realisable value. Inventory acquired as part of business combinations is

initially measured at fair value. Cost represents direct costs incurred and, where appropriate, production or conversion costs and other costs to bring

the inventory to its existing location and condition. In the case of manufacturing inventory and work in progress, cost includes an appropriate share

of production overheads based on normal operating capacity. Inventory is accounted for on an average cost method. Net realisable value is the

estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses. Provisions for inventories are

recognised when the book value exceeds their net realisable value.

In the ordinary course of business, judgement is applied to assess the level of provisions required to write down slow-moving, excess and obsolete

inventory to its net realisable value.

Contract assets and receivables

Trade receivables and contract assets are recognised initially at fair value, and subsequently at amortised cost using the effective interest rate

method, less provision for impairment.

A receivable is recognised when performance obligations are satisfied as this is the point in time that the consideration is unconditional because only

the passage of time is required before the payment is due.

The Group applies the IFRS 9 simplified approach to measure expected credit losses which uses a lifetime expected loss allowance for all trade

receivables and contract assets. To measure the expected credit losses, trade receivables and contract assets have been grouped based on shared

credit risk characteristics and the number of days past due. The expected loss rates are based on payment profiles of sales over a preceding

36-month period and the corresponding historical credit losses experienced within this period. When appropriate, the historical loss rates are

adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the

receivables where a trend exists.

Trade receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery

include, amongst others, the failure of a debtor to engage in a repayment plan with the Group, and a failure to make contractual payments for

an extended period.

Amounts recoverable on contracts are included in contract assets and represent revenue recognised in excess of payments on account.

Factoring of trade receivables

Trade receivables are derecognised through schemes with a financial institution, where the counterparty assumes the risk of non-payment by the

customer. The transfer is on a limited recourse basis in which there is no obligation to the factor for non-payment by a customer and substantially

all risks and rewards have been transferred.

Derecognition occurs when cash is received from the financial institution (less reverse factoring discount).

On 28 June 2023 the Group signed a €20.0 million (£17.3 million) uncommitted evergreen receivables factoring facility. On 28 June 2024, the Group

agreed with the existing RCF lenders to restrict the total amount of factoring under all facilities to £15.0 million and on the 10 January 2025 the

Group agreed with the current factoring provider to reduce the factoring facility to €15.0 million (£12.4 million). At 31 December 2024, the amount

of receivables factored was £8.3 million (2023: £7.9 million) and the maximum usage during the year was £9.7 million (2023: £8.2 million).

Contract liabilities and payables

Trade payables are generally recognised at the value of the invoice received from a supplier.

When customer payments are received in advance and the amount of consideration exceeds the revenue recognised, a contract liability is recognised

in the Balance Sheet.

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Inventories

	2024	2023
	£m	£m
Raw materials and components	26.5	35.7
Work in progress	7.6	7.4
Finished goods	48.4	52.4
Total inventories, net of impairment provisions	82.5	95.5
Discontinued operations – finished goods, net of impairment provisions	–	(1.0)
Continuing operations – inventories, net of impairment provisions	82.5	94.5

The key estimates relating to the inventory provision include; consideration of supply chain and their lead times, future selling price, anticipated

future sales of products over particular time periods, the susceptibility of the underlying product to obsolescence and current year trading

performance. The anticipated level of future sales is determined primarily based on actual sales over a specified historic reference period of six

to 24 months, which is determined by Management and is deemed appropriate to the type of inventory.

The inventory provision calculation is based on a standard Group policy which is reviewed in detail and overlay with a range of management

estimates based on the specific circumstances around each line of inventory. The £12.8 million year over year increase was mainly driven by the

Group performance and related level of expected sales for specific inventory. A movement of 10% within the determination of the inventory

provision would result in a £4.4 million movement.

Inventories recognised as an expense during the year ended 31 December 2024 amounted to £189.1 million (2023: £197.5 million; £193.0 million in

continuing and £4.5 million in discontinued operations). These were included in cost of sales.

Inventory of £82.5 million (2023: £94.5 million) is stated net of impairment provisions of £43.5 million (2023: £28.8 million; £28.1 million in continuing

and £0.7 million in discontinued operations). During the year £15.3 million (2023: £7.2 million) was recognised as an expense resulting from the

impairment and write-down of inventory. A reversal of £0.5 million (2023: £0.8 million) was recognised as a reduction of the amount of inventory

recognised as an expense.

Inventory impairment provisions of £43.5 million (2023: £28.8 million; £28.1 million in continuing and £0.7 million in discontinued operations)

comprise raw materials: £16.9 million (2023: £10.0 million), work in progress: £1.6 million (2023: £1.0 million), and finished goods: £25.0 million

(2023: £17.1 million in continuing and £0.7 million in discontinued operations).

Trade and other receivables

	2024	2023
	£m	£m
Current receivables
Trade receivables, net of impairment provisions	27.8	36.5
Recoverable VAT	2.0	3.7
Other receivables	4.3	3.3
Right to returned goods	0.1	0.5
Prepayments	4.5	4.8
Total current receivables	38.7	48.8
Discontinued operations – trade receivables, net of impairment provisions	–	(1.3)
Discontinued operations – other receivables	–	(0.2)
Continuing operations – current receivables	38.7	47.3
Non-current receivables
Other receivables 1	4.5	5.7
Discontinued operations – other receivables	–	(0.5)
Non-current receivables – continuing operations	4.5	5.2
Total receivables – continuing operations	43.2	52.5

1 Other receivables include an amount of £2.9 million (2023: £3.7 million) relating to the recoverable by the Group under the escrow and indemnity arrangement with the vendors of Savage,

acquired in 2021.

Section 3 continued

Operating Assets and Liabilities continued

Strategic Report Corporate Governance Financial Statements

143

	2024	2023
	£m	£m
Gross trade receivables – ageing 2
Not yet due	23.6	30.4
1-30 days	3.4	5.3
31-60 days	1.7	0.8
61-90 days	0.7	0.6
Over 90 days	2.9	2.6
Gross trade receivables	32.3	39.7

2 Days overdue are measured from the date an invoice was due to be paid.

		Overdue
	Total	debts	Discounts
	£m	£m	£m
Impairment provisions against trade receivables
Balance at 1 January 2024	3.2	1.7	1.5
Net increase during the year	2.1	0.5	1.6
Utilised during the year	(0.8)	–	(0.8)
Balance at 31 December 2024	4.5	2.2	2.3

Trade and other payables

	2024	2023
	£m	£m
Current trade and other payables
Trade payables	21.7	20.8
Other tax and social security costs	3.6	5.0
Expected refunds to customers	1.3	1.0
Accruals	12.1	10.5
Other creditors 3	5.0	7.9
Total current trade and other payables	43.7	45.2
Discontinued operations – trade payables	–	(0.8)
Discontinued operations – other payables	–	(1.6)
Continuing operations – current trade and other payables	43.7	42.8
Non-current payables
Other non-trade payables	0.8	1.2
Continuing operations – total trade and other payables	44.5	44.0

3 Other creditors includes an amount of £5.0 million (2023: £2.7 million) relating to employee benefits.

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3.4 Discontinued operations and non-current assets classified as held for sale

Discontinued operations

In 2023, in accordance with IFRS 5 “Non-current Assets Held for Sale and Discontinued Operations”, the assets and liabilities of the Amimon

business, which is part of the Creative Solutions Division was held for sale, and the Syrp business, which was part of the Media Solutions Division

was abandoned. Discontinued operations are businesses that have been sold, abandoned, or which are held for sale and contribute to a separate

major line of business or geographical area of operations. The Lightstream and Amimon businesses, part of the Creative Solutions Division,

and the Syrp business, part of the Media Solutions business, were all classified as discontinued operations.

As at 30 June 2023, Lightstream and Amimon were classified as a disposal group held for sale and discontinued operations. On 2 October 2023

the Group sold its Lightstream business based in the US.

On 31 December 2023 the Syrp business based in New Zealand was abandoned.

In December 2024, the decision was made to no longer proceed with the disposal of Amimon as no credible offers were received at the time. Instead,

the decision was made in 2024 to close the business through 2025 and sell Amimon’s zero delay technology intellectual property to the Teradek

business, also part of the Creative Solutions Division. Amimon, therefore, no longer meets the definition of a disposal group held for sale as at

31 December 2024, and as a result, is reclassified from held for sale and discontinued operation, to held for continuing operations in 2024. Amimon’s

results has been disclosed as an adjusting item within note 2.2 “Adjusting Items”. Subsequently, on 9 April 2025 the Group sold its Amimon business,

part of the Creative Solutions Division, for a gross cash consideration of $1.0 million (£0.8 million). In addition, Teradek LLC, also part of the Creative

Solutions Division, received $2.3 million (£1.8 million) for entering into a licence agreement to grant Amimon a licence to use certain Licenced

Technology.

On 5 January 2024 certain land and buildings of the Production Solutions Division were sold for a net sale price of £2.5 million and leased back in the

same transaction. The asset has been accounted for as a right of use asset. These were held for sale in 2023.

The tables below shows the results of the 2023 discontinued operations which were included in the Consolidated Statement of Profit or Loss and

Consolidated Statement of Cash Flows, and the effect of the disposal group on the Consolidated Balance Sheet as at 31 December 2023. The 2024

results of Amimon are included as a continuing operation in the Consolidated Statement of Profit or Loss and Consolidated Statement of Cash

Flows. See note 2.2 “Adjusting items”.

		2024	2023
a) Income Statement – discontinued operations	Notes	£m	£m
Revenue	2.1	–	8.1
Expenses		–	(68.6)
Operating loss		–	(60.5)
Comprising
– Adjusted operating loss		–	(6.3)
– Adjusting items in operating loss	2.2	–	(54.2)
Finance expense		–	(0.4)
Loss before tax		–	(60.9)
Comprising
– Adjusted loss before tax		–	(6.4)
– Adjusting items in loss before tax	2.2	–	(54.5)
Taxation		–	(4.1)
Loss after tax from discontinued operations		–	(65.0)
Loss on disposal of discontinued operation after tax		–	(1.0)
Loss after tax from discontinued operations attributable to owners of parent		–	(66.0)

Section 3 continued

Operating Assets and Liabilities continued

Strategic Report Corporate Governance Financial Statements

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	2024	2023
b) Statement of Cash Flows – discontinued operations	£m	£m
Net cash used in operating activities	–	(7.3)
Net cash used in investing activities	–	(4.1)
Net cash used in financing activities	–	(0.4)
Net cash used in discontinued operations	–	(11.8)
Loss on disposal of discontinued operation after tax	–	(1.0)
Add back share-based payment charge	–	0.1
Disposal of business in cash flow	–	(0.9)

	2024	2023
c) Effect of the disposal group on the Group Balance Sheet	£m	£m
Assets of the disposal group classified as held for sale
Intangible assets	–	5.5
Property, plant and equipment 1	–	3.6
Inventories	–	1.0
Contract assets	–	0.2
Trade receivables	–	1.3
Other current receivables	–	0.2
Other non-current receivables	–	0.5
	–	12.3
Liabilities of the disposal group classified as held for sale
Lease liabilities	–	(0.3)
Contract liabilities	–	(0.3)
Trade payables	–	(0.8)
Other payables	–	(1.6)
Current provisions	–	(0.6)
Non-current provisions	–	(1.0)
	–	(4.6)

1 In 2023, property, plant and equipment of £3.6 million classified as assets held for sale within the year comprised land and buildings of £2.5 million in Continuing operations (Production

Solutions Division) and £1.1 million in Discontinued operations (Creative Solutions Division).

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3.5 Provisions

A provision is recognised by the Group where an obligation exists, relating to events in the past, and it is probable that an outflow of economic

benefits will be required to settle it.

Accounting policies

Provisions

Provisions are recognised in the Balance Sheet when the Group has a present legal or constructive obligation as a result of a past event, and it is

probable that an outflow of economic benefits will be required to settle it. If the effect is material, provisions are determined by discounting the

expected future cash flows at an appropriate discount rate.

Provisions for warranties, based on historical warranty data, are recognised when the underlying products or services are sold.

Obligations arising from restructuring plans are recognised when detailed formal plans have been established and the restructuring has either

commenced or has been announced.

				Tax-related	Grant
	Total	Warranty	Restructuring	provisions	repayment	Other
	£m	£m	£m	£m	£m	£m
At 1 January 2024	5.5	1.2	0.2	1.8	1.5	0.8
Provisions made during the year	11.1	0.6	10.3	0.1	0.1	–
Provisions utilised during the year	(4.1)	(0.2)	(3.7)	–	(0.2)	–
Provisions reversed during the year	(0.4)	(0.1)	–	(0.1)	–	(0.2)
Currency translation adjustments	(0.2)	–	(0.1)	–	–	(0.1)
At 31 December 2024	11.9	1.5	6.7	1.8	1.4	0.5
Current	11.2	1.3	6.7	1.8	1.4	–
Non-current	0.7	0.2	–	–	–	0.5
	11.9	1.5	6.7	1.8	1.4	0.5

Warranty provisions

Warranties over the Group’s products typically cover periods of between one and five years. The provision represents Management’s best estimate

of the Group’s liability based on past experience.

Restructuring

The restructuring provision is expected to be utilised during 2025.

Tax-related provisions

In relation to Savage, which was acquired in 2021, the Group recognised a provision of £1.7 million for a tax-related contingent liability which is not

in the scope of IAS 12 “Income Taxes”. As part of the acquisition agreement, the Group obtained indemnities from the sellers and an amount of the

potential consideration was transferred to an escrow account. The amount of any payment would be recoverable by the Group under the escrow

and indemnity arrangements, and as such, the Group has also recognised a corresponding receivable included in trade and other receivables. This is

expected to be resolved by 2025.

A provision of £0.1 million was made during the year in relation to a PAYE tax audit. This will be utilised during 2026.

Grant repayment

A provision of £1.4 million in Amimon relates to grant re-payments to the Israeli Innovation Authority (“IIA”). The amounts repayable are based

on royalties from future sales of the products that were developed using the grant fund. A payment of £0.2 million was made during the year.

Other

Other provisions of £0.5 million relate to potential dilapidation costs on the termination of leases on occupied property that the Group has entered

into.

Section 3 continued

Operating Assets and Liabilities continued

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3.6 Leases

This note provides information in relation to leases when the Group is a lessee. The Group does not have any material leases where it acts as a

lessor.

Accounting policies

Leases

Each lease is recognised as a right-of-use asset with a corresponding liability at the date at which the leased asset is available for use by the Group.

Assets and liabilities arising from a lease are initially measured on a present value basis. Interest expense is charged to the Consolidated Statement

of Profit or Loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability. The right-of-use

asset is depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis.

For the Group, lease payments generally comprise the following:

– fixed payments, less any lease incentives receivable;

– variable payments that are based on an index or rate; and

– payments to be made under extension options which are reasonably certain to be exercised.

The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the lessee’s incremental borrowing

rate is used, being the rate that the lessee would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar economic

environment with similar terms and conditions. Generally, the interest rate implicit in the lease is not readily determinable, as such the incremental

borrowing rate is used to discount future lease payments.

Right-of-use assets are measured at cost comprising the amount of the initial measurement of the lease liability, and lease payments made

at or before the commencement date less any lease incentives received, any initial direct costs, and restoration costs.

When an adjustment to lease payments based on an index takes effect, the liability is remeasured with a corresponding adjustment to the right-of-

use asset.

Payments associated with short-term leases and leases of low-value assets are recognised on a straight-line basis as an expense in the Consolidated

Statement of Profit or Loss.

The Group’s leasing activities

The Group enters into leases of land and buildings in relation to offices, warehouses and factory premises around the world. In addition, the Group

leases plant, machinery and vehicles, as well as other equipment.

Contracts entered into by the Group have a wide range of terms and conditions but generally do not impose any additional covenants. Several of

the Group’s contracts include indexation adjustments to lease payments in future periods which are not reflected in the measurement of the lease

liabilities at 31 December 2024.

Many of the contracts entered into by the Group include extension or termination options which provide the Group with additional operational

flexibility. If the Group considers it reasonably certain that an extension option will be exercised or a termination option not exercised, the additional

period is included in the lease term. Generally, extension options are not included in the lease term for plant, machinery and vehicles, and equipment,

fixtures and fittings. Most options in respect of land and buildings are not included in the calculation of the lease term.

During 2024, the financial effect of revising lease terms arising from the effect of exercising extension and termination options was a decrease

of £0.6 million (2023: £1.3 million) in the recognised lease liabilities.

As at 31 December 2024, potential future cash outflows of £8.9 million (2023: £9.1 million) (undiscounted) have not been included in the lease liability

because it is not reasonably certain that the leases will be extended (or not terminated).

A maturity analysis of lease liabilities is included in note 4.2 “Financial instruments”.

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Right-of-use assets

			Plant,	Equipment,
		Leasehold land	machinery and	fixtures and
	Total	and buildings	vehicles	fittings
	£m	£m	£m	£m
Cost
At 1 January 2023	59.8	57.3	2.0	0.5
Currency translation adjustments	(2.0)	(1.9)	(0.1)	–
Additions	7.7	6.9	0.6	0.2
Termination of leases	(5.0)	(4.0)	(0.8)	(0.2)
At 31 December 2023 and 1 January 2024	60.5	58.3	1.7	0.5
Currency translation adjustments	(0.4)	(0.4)	–	–
Additions	4.3	3.5	0.8	–
Termination of leases	(4.6)	(4.4)	(0.2)	–
Disposals	(0.5)	(0.3)	(0.2)	–
At 31 December 2024	59.3	56.7	2.1	0.5
Accumulated depreciation
At 1 January 2023	27.0	25.7	1.1	0.2
Currency translation adjustment	(0.9)	(0.9)	–	–
Depreciation charge in the year	6.4	5.8	0.5	0.1
Impairment losses in the year	0.2	0.2	–	–
Depreciation on termination of lease	(4.7)	(3.8)	(0.8)	(0.1)
At 31 December 2023 and 1 January 2024	28.0	27.0	0.8	0.2
Currency translation adjustments	(0.4)	(0.3)	(0.1)	–
Depreciation charge in the year	6.0	5.3	0.6	0.1
Impairment losses in the year	4.5	4.4	0.1	–
Depreciation on termination of lease	(3.6)	(3.4)	(0.2)	–
Disposals	(0.5)	(0.3)	(0.2)	–
At 31 December 2024	34.0	32.7	1.0	0.3
Carrying amounts
At 1 January 2023	32.8	31.6	0.9	0.3
At 31 December 2023 and 1 January 2024	32.5	31.3	0.9	0.3
At 31 December 2024	25.3	24.0	1.1	0.2

Total cash outflow for leases is £7.6 million (2023: £8.2 million) of which £1.5 million (2023: £1.5 million) relates to interest and £6.1 million

(2023: £6.7 million) to principal lease repayments.

Section 3 continued

Operating Assets and Liabilities continued

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3.7 Acquisitions

This note outlines how the Group has accounted for businesses that it has acquired.

Acquisitions are accounted for under the acquisition method, based on the fair values of the consideration paid. Assets and liabilities, with

limited exceptions, are measured at their fair value at the acquisition date. This process continues as information is finalised, and accordingly

any fair values presented in the tables below are provisional amounts. In accordance with IFRS 3, until the assessment is complete the

measurement period will remain open up to a maximum of 12 months from the acquisition date so long as information remains outstanding.

The Group estimates the provisional fair values and useful lives of acquired assets and liabilities at the date of acquisition. The valuation of

acquired intangibles is subject to estimation of future cash flows and the discount rate applied to them. Determination of the useful economic

lives of technology-related intangible assets requires assumptions about future market trends and future risk of replacement or obsolescence of

those assets. The useful economic lives of intangible assets are disclosed in note 3.1 “Intangible assets”.

The excess of the consideration transferred, any non-controlling interest recognised and the fair value of any previous equity interest in the

acquired entity over the fair value of net identifiable assets acquired is recorded as goodwill. Acquisition-related costs are recognised in the

Income Statement as incurred in accordance with IFRS 3.

Acquisitions provide opportunities for further development of the Group’s activities and create enhanced returns. Such opportunities and the

workforces inherent in each of the acquired businesses represent much of the assessed value of goodwill.

Acquisition of Audix

On 11 January 2022, the Group acquired 100% of the issued share capital of Audix LLC (“Audix”), a US company, for consideration of US$45.8 million

(£33.7 million). Under the terms of the acquisition, a deferred consideration of US$2.0 million (£1.6 million) was paid in January 2023.

No acquisitions have been made by the Group during current financial year.

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This section outlines the Group’s capital structure. The Group defines its capital structure as its equity and non-current interest-bearing loans

and borrowings, and aims to manage this to safeguard its ability to continue as a going concern, so that it can continue to provide returns to

shareholders and benefits for other stakeholders. The Group manages its capital and makes adjustments to it in light of changes in economic

conditions and the risk characteristics of the underlying assets. In order to maintain or adjust its capital structure, it may return capital to

shareholders, through dividends and share buybacks, issue new shares or sell assets to reduce debt. The Group considers its dividend policy

at least twice a year ahead of announcing results in the context of its ability to continue as a going concern and deliver its business plan.

The Group focuses on leverage, credit ratings and interest cost, particularly when considering investment.

On the following pages there are disclosures concerning the following:

4.1 Net debt

4.2 Financial instruments

4.3 Share capital and reserves

4.1 Net debt

The Group’s net debt comprises the following:

– Cash and cash equivalents (cash on hand and demand deposits at banks)

– Bank overdrafts that are payable on demand

– Interest-bearing loans and borrowings

– Lease liabilities

Accounting policies

Cash and cash equivalents

Cash and cash equivalents in the Balance Sheet represents cash on hand and at banks.

Cash and cash equivalents in the Statement of Cash Flows includes bank overdrafts that are repayable on demand and form an integral part

of the Group’s cash management.

Interest-bearing loans and borrowings

Interest-bearing borrowings are recognised initially at fair value less any directly attributable transaction costs. Subsequent to initial recognition,

these transaction costs are recognised in the Statement of Profit or Loss over the term of the related borrowings.

Lease liabilities

See note 3.6 “Leases”.

Section 4

Capital Structure

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151

Analysis of net debt

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

	Interest-		Liabilities
	bearing loans		from
	and		financing	Cash and cash
	borrowings 1	Leases	sub-total	equivalents 2	Total
	£m	£m	£m	£m	£m
Opening at 1 January 2023	(174.5)	(34.8)	(209.3)	15.8	(193.5)
Other cash flows	–	–	–	67.1	67.1
Repayments	313.9	6.7	320.6	(320.6)	–
Borrowings	(240.0)	–	(240.0)	240.0	–
Leases entered into during the year	–	(7.7)	(7.7)	–	(7.7)
Leases – early termination	–	0.4	0.4	–	0.4
Fees incurred	0.3	–	0.3	–	0.3
Amortisation of fees	(1.3)	–	(1.3)	–	(1.3)
Foreign currency	2.4	1.1	3.5	2.4	5.9
Discontinued operations	–	0.3	0.3	–	0.3
Closing at 31 December 2023 and opening at 1 January 2024	(99.2)	(34.0)	(133.2)	4.7	(128.5)
Add back disposal group previously held for sale 3	–	(0.3)	(0.3)	–	(0.3)
Other cash flows	–	–	–	(0.4)	(0.4)
Repayments	231.1	6.1	237.2	(237.2)	–
Borrowings	(244.7)	–	(244.7)	244.7	–
Leases entered into during the year	–	(4.4)	(4.4)	–	(4.4)
Leases – early termination	–	0.8	0.8	–	0.8
Fees incurred	1.2	–	1.2	–	1.2
Amortisation of fees	(0.6)	–	(0.6)	–	(0.6)
Foreign currency	(2.2)	0.3	(1.9)	1.1	(0.8)
Closing at 31 December 2024	(114.4)	(31.5)	(145.9)	12.9	(133.0)

1 Interest bearing loans and borrowings include unamortised fees and transaction costs of £1.3 million (2023: £0.8 million).

2 Cash and cash equivalents include bank overdrafts of £44.4 million (2023: £4.0 million).

3 Finance lease of £0.3 million relating to the disposal group held for sale in the Creative Solutions Division in 2023, is reclassified in December 2024 from discontinued to continuing operations.

See note 3.4 “Discontinued operations and non-current assets classified as held for sale.

On 14 February 2020, the Group signed a £165.0 million five-year with one optional one-year extension multi-currency RCF with a syndicate of five

banks. The one-year extension was agreed with the syndicate banks in January 2022 (four banks) and in July 2023 (fifth bank), increasing the RCF

maturity to 14 February 2026. In December 2022, a £35.0 million accordion was agreed with four syndicate banks, resulting in the total

commitments increasing to £200.0 million. In June 2024, the facility was extended by six months taking the maturity to 14 August 2026 and reduced

by £50.0 million, taking the overall committed facilities to £150.0 million.

During the second half of both 2023 and 2024, the Group renegotiated and agreed with its lending banks revised covenants for the RCF. The

applicable covenant limit at each test date is set out below. Covenant tests during the year ended 31 December 2024 and as at 31 December 2024

were met. The covenant tests for February 2025 and March 2025 were waived during the first quarter of 2025 and new covenant tests introduced

for the remaining life of the facility. See note 5.7 “Subsequent events”. The applicable covenant limit at each test date is set out below:

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			Net debt:	EBITA:net
			EBITDA 1	interest 1
Test date			not higher than	not lower than
	June 2023		3.25x	4.00x
	December 2023		4.25x	1.25x
	March 2024		4.25x	1.50x
	June 2024		4.25x	1.50x
	September 2024		3.75x	2.25x
	December 2024		5.50x	1.25x
	February 2025		3.25x	3.00x
	March 2025,	onwards 2	3.25x	3.50x
1	See “Glossary of Alternative Performance Measures (“APMs”)” for the definition and determination of these items.

2 Quarterly test dates to continue beyond March 2025.

Acquisitions are not permitted without lender consent up to March 2025, drawings above £129.0 million and declarations of dividends require lender

consent at all times. The non-recourse factoring facility remains capped to £15.0 million utilisation.

The Group was utilising 77% of the RCF as at 31 December 2024 (31 December 2023: 51%).

Under the terms of the RCF the Group expects to and has the discretion to roll over the obligation for at least 12 months from the Balance Sheet

date, and as a result, these amounts are reported as non-current liabilities in the Consolidated Balance Sheet.

On 22 January 2021, the Group received a €0.7 million (£0.6 million) fixed rate loan from the Italian Government in response to COVID-19. The loan

amortises bi-annually from June 2024 and will be fully repaid by December 2027. As at 31 December 2024, the outstanding balance was €0.5 million

(£0.4 million).

On 14 November 2021, the Group signed a US$53.0 million (£43.8 million) three-year (expiry 14 November 2024) amortising Term Loan with a

syndicate of four banks to facilitate the acquisition of Savage. Following the payment of 25% of the original amount during 2022 and 20% in June

2023, the outstanding balance of US$29.1 million (£23.3 million) was pre-paid on 11 December 2023 and the facility cancelled.

On 7 January 2022, the Group signed a US$47.0 million (£38.8 million) three-year (maturity 7 January 2025) amortising Term Loan with a syndicate

of four banks to facilitate the acquisition of AUDIX. Following the payment of 25% of the original amount during 2022 and 20% in June 2023, the

outstanding balance of US$25.9 million (£20.7 million) was pre-paid on 11 December 2023 and the facility cancelled.

On 25 January 2024, the group entered into a new operating cash pooling arrangement with HSBC which caused a change in presentation under IAS

32, accordingly the balances are presented gross as at 31 December 2024 while under the previous arrangement with the same bank and for the year

ended 31 December 2023 they were presented net as they met the criteria to be disclosed net under IAS32. Under the new arrangement, the offset

is allowed for net overdraft utilisation and interest calculation purposes. The Group’s net cash position as at 31 December 2024 is £12.9 million

(31 December 2023: £4.7 million).

As at 31 December 2024 the Group’s net cash pool is as noted below:

Gross bank overdrafts	£44.4 million
Gross cash and cash equivalents	£45.9 million
Net cash pool	£1.5 million

The Group has a £5.0 million committed bank overdraft facility which is carved out of the £150.0 million RCF. As at 31 December 2024, £0.1m

overdraft (31 December 2023: £4.0 million) was in use on a net basis, and £44.4 million (31 December 2023: £39.9 million) bank overdrafts were

in use on a gross basis.

Section 4 continued

Capital Structure continued

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4.2 Financial instruments

This note provides details on:

– Financial risk management

– Derivative financial instruments

– Fair value hierarchy

– Interest rate profile

– Maturity profile of financial liabilities

Financial risk management

The Group’s multinational operations and debt financing expose it to a variety of financial risks. In the course of its business, the Group is

exposed to foreign currency risk, interest rate risk, liquidity risk and credit risk.

Financial risk management is an integral part of the way the Group is managed. Financial risk management policies are set by the Board of

Directors. These policies are implemented by a central treasury department that has formal procedures to manage foreign currency risk,

interest rate risk and liquidity risk, including, where appropriate, the use of derivative financial instruments. The Group has clearly defined

authority and approval limits built into these procedures.

Foreign currency risk

Foreign currency risk arises both where sale or purchase transactions are undertaken in currencies other than the respective functional currencies

of Group companies (transactional exposures) and where the results of overseas companies are consolidated into the Group’s reporting currency

of Sterling (translational exposures).

Transactions and balances

The Group has businesses that operate around the world and accordingly record their results in a number of different functional currencies. Some

of these operations also have some customers or suppliers that transact in a foreign currency. Foreign currency transactions are usually translated

into the functional currency using the exchange rates at the dates of the transactions. For practical reasons, if exchange rates do not fluctuate

significantly, a rate that approximates the actual rate at the date of the transaction may be used for all transactions in each foreign currency

occurring during that period. Foreign exchange gains and losses resulting from the settlement of such transactions, and from the translation of

monetary assets and liabilities denominated in foreign currencies at year-end exchange rates, are generally recognised in profit or loss. They are

deferred in the translation reserve within equity and OCI if they relate to qualifying net investment hedges or are attributable to part of the net

investment in a foreign operation.

The Group manages its transactional exposures to foreign currency risks through the use of forward exchange contracts including the US Dollar,

Euro and Japanese Yen. Forward exchange contracts are used to hedge the Group’s forecasted foreign currency exposure in respect of forecast cash

transactions for the following 12 months. Forward exchange contracts may also be used to hedge a proportion of the forecast cash transactions

for the following 13 to 24 months. The forward exchange contracts currently have maturities of less than two years at the Balance Sheet date.

The Group ensures that its net exposure to foreign denominated cash balances is kept to an acceptable level by buying or selling foreign currencies

at spot rates when necessary to address short-term imbalances. In addition, the Group manages the denomination of surplus cash balances across

the overseas subsidiaries to allow natural hedging where effective in any particular country.

Translation to presentation currency

The Group’s results, which are reported in Sterling, are exposed to changes in foreign currency exchange rates across a number of different

currencies with the most significant exposures relating to the US Dollar (“USD”) and Euro (“EUR”). The Group is exposed to the underlying

translational movements which remain outside the control of the Group.

The Group’s translational exposures to foreign currency risks relate to both the translation of income and expenses and net assets of overseas

subsidiaries which are converted into Sterling on consolidation. The Group does not seek to hedge the translational exposure that arises from the

translation of income and expenses which arises from changes in the exchange rates of the US Dollar, Euro and Japanese Yen against Sterling.

However, the Group does finance overseas investments partly through the use of foreign currency borrowings in order to provide a net investment

hedge over the foreign currency risk that arises on translation of its foreign currency subsidiaries.

Sensitivities

It is estimated that the Group’s adjusted operating profit from continuing operations for the year ended 31 December 2024 would have increased/

decreased by approximately £1.4 million (2023: £1.3 million) from a ten cent stronger/weaker US Dollar against Sterling and by approximately

£0.2 million (2023: £0.5 million) from a ten cent stronger/weaker Euro against Sterling. This reflects the impact of the sensitivities to the

translational exposures and to the proportion of the transactional exposures that are not hedged.

It is estimated that the statutory operating profit from continuing and discontinued operations for the year ended 31 December 2024 would have

increased/decreased by £1.3 million (2023: £1.2 million) from a ten cent stronger/weaker US Dollar against Sterling and by approximately £0.1 million

(2023: £0.5 million) from a ten cent stronger/weaker Euro against Sterling.

It is estimated that the Group’s equity for the year ended 31 December 2024 would have increased/decreased by £2.3 million (2023: £4.4 million)

from a ten cent stronger/weaker US Dollar against Sterling; by approximately £0.4 million (2023: £0.8 million) from a ten cent stronger/weaker Euro

against Sterling; and by £nil million (2023 £0.1 million) from a one thousand stronger/weaker Japanese Yen against Sterling.

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Interest rate risk

Interest rate risk comprises the interest cash flow risk that results from borrowing at variable rates.

The Group is exposed to cash flow interest rate risk arising from long-term borrowings bearing variable interest rates. The Group policy is to

maintain between 25% and 75% of its borrowings at fixed rate when leverage is forecast to be above 1:1 for more than 12 months. At 31 December

2024, the Group’s variable interest rate borrowings were mainly denominated in Sterling and US Dollars, with 32% (2023: 69%) of the Group’s

floating rate debt fixed using floating-to-fixed interest rate swaps.

The borrowings are periodically contractually repriced which exposes the Group to the risk of future changes in market interest rates.

For the year ended 31 December 2024, it is estimated that a general increase of 1% in interest rates would decrease the Group’s profit before tax

by approximately £0.5 million (2023: £0.8 million) and a general decrease of 1% in interest rates would increase the Group’s profit before tax by

approximately £0.5 million (2023: £0.7 million).

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due.

The Group was utilising 77% (2023: 51%) of the £150.0 million multicurrency RCF as at 31 December 2024.

The Group was utilising €10.1 million (£8.3 million) receivables factoring facility as at 31 December 2024 (31 December 2023: €9.1 million

(£7.9 million)) . See note 3.3 “Working capital”.

Credit risk

Credit risk arises because a counterparty may fail to meet its obligations. The Group is exposed to credit risk on financial assets such as trade

receivables, cash balances and derivative financial instruments. The Group’s maximum exposure to credit risk is represented by the carrying amount

of each financial asset, including derivative financial instruments, in the Group Balance Sheet.

a) Trade receivables

The Group’s credit risk is primarily attributable to its trade receivables. Trade receivables are subject to credit limits, and control and approval

procedures in the operating companies. At the Balance Sheet date, two (2023: one) of the Group’s largest customers, which have a high credit

rating, accounts for 30% (2023: 10%) of the gross outstanding trade receivables which represents a concentration of credit risk.

b) Cash balances and derivative financial instruments

Credit risk associated with cash balances is managed by transacting with a number of major financial institutions worldwide and periodically

reviewing their creditworthiness. 88% (2023: 85%) of the Group’s cash and cash equivalents are held in counterparties with a credit rating of A-

or above; 11% (2023: 11%) with credit ratings between BBB+ and BBB-; with the remaining 1% (2023: 4%) held at banks with credit ratings of BB+

or lower. Transactions involving derivative financial instruments are managed centrally. These are only with banks that are part of the Group’s

multi-currency RCF and all of which have strong credit ratings between BBB+ and A+. Accordingly, the Group’s associated credit risk is limited.

The Group has no significant concentration of credit risk.

Equity risk

Equity risk arises where the variability in interest rates affect the underlying derivative valuations of the hedged interest rate swaps. For the year

ended 31 December 2024, it is estimated that a general increase of 1% in interest rates would increase the Group’s equity by approximately £nil

million (2023: £0.6 million) and a general decrease of 1% in interest rates would decrease the Group’s equity by approximately £nil million

(2023: £0.6 million).

In addition, equity risk arises where the variability in exchange rates affect the re-translation of the debt that is put in to the foreign currency

translation reserve through net investment hedging. It is estimated that equity for the year ended 31 December 2024 would have increased/

decreased by £2.3 million (2023: £4.4 million) from a ten cent stronger/weaker US Dollar against Sterling; by approximately £0.4 million

(2023: £0.8 million) from a ten cent stronger/weaker Euro against Sterling; and by £nil million (2023 £0.1 million) from a one thousand stronger/

weaker Japanese Yen against Sterling.

Derivative financial instruments

This is a summary of the derivative financial instruments that the Group holds and uses to manage transactional exposure. The value of these

derivatives changes over time in response to underlying variables such as interest and exchange rates. They are carried in the Balance Sheet at

fair value.

The fair value of forward exchange contracts is determined by estimating the market value of that contract at the reporting date. Derivatives

with a positive fair value are recorded as assets and negative fair values as liabilities, and presented as current or non-current based on their

contracted maturity dates.

The fair value of interest rate swaps are determined by estimating the market value of that swap at the reporting date. Derivatives with a

positive fair value are recorded as assets and negative fair values as liabilities, and presented as current or non-current based on their

contracted maturity dates.

Contracts with derivative counterparties are based on ISDA Master Agreements. Under the terms of these arrangements, only in certain

situations will the net amounts owing/receivable to a single counterparty be considered outstanding. The Group does not have the present legal

ability to set-off these amounts and so they are not offset in the Balance Sheet. Of the derivative assets and derivative liabilities recognised in

the Balance Sheet, an amount of £0.3 million (2023: £nil) would be set-off under enforceable master netting agreements.

Section 4 continued

Capital Structure continued

Strategic Report Corporate Governance Financial Statements

155

Accounting policies

Financial assets classification and measurement

The Group classifies its financial instruments depending on the business model for managing the financial assets and their contractual cash flows.

Trade receivables and contract assets are measured at amortised cost while derivatives are measured at fair value through Profit or Loss unless

designated in a qualifying hedging relationship.

Derivative financial instruments

In accordance with Board-approved policies, the Group uses derivative financial instruments such as forward foreign exchange contracts and

interest rate swaps to hedge its exposure to fluctuations in foreign exchange rates and interest rates arising from operational activities. The Group

does not hold or use derivative financial instruments for trading or speculative purposes.

Cash flow hedge accounting

Cash flow hedges are used to hedge the variability in cash flows of highly probable forecast transactions caused by changes in foreign currency

exchange rates and interest rates.

Where a derivative financial instrument is designated in a cash flow hedge relationship with a highly probable forecast transaction, the effective

part of any change in fair value arising is deferred in the cash flow hedging reserve within equity, via the Statement of Comprehensive Income.

The gain or loss relating to the ineffective part is recognised in the Profit or Loss within net finance expense. Amounts deferred in the cash flow

hedging reserve are reclassified to the Profit or Loss in the periods when the hedged item is recognised in the Profit or Loss.

If a hedging instrument expires or is sold but the hedged forecast transaction is still expected to occur, the cumulative gain or loss at that point

remains in equity and is recognised in accordance with the above policy when the transaction occurs. If the hedged transaction is no longer expected

to take place, the cumulative unrealised gain or loss recognised in equity is recognised immediately in the Profit or Loss.

If a derivative financial instrument is not formally designated in a cash flow hedge relationship, any change in fair value is recognised in the Profit

or Loss.

Forward exchange contracts

For hedges of foreign currency sales, the Group enters into hedge relationships where the critical terms of the hedging instrument match exactly

with the terms of the hedged item and the Group designates the forward exchange rate as the hedged risk. The Group therefore performs a

qualitative assessment of effectiveness. In hedges of foreign currency sales, ineffectiveness may arise if the timing of the forecast transaction

changes from what was originally estimated, or if there are changes in the credit risk of the Group or the derivative counterparty.

The following table shows the nominal value of the forward exchange contracts in place at the Balance Sheet date. These contracts mature

in the next 24 months, therefore the cash flows and resulting effect on profit and loss are expected to occur within the next 24 months.

		As at	Average	As at
		31 December	exchange	31 December	Average
		2024	rate of	2023	exchange rate
	Currency	(millions)	contracts	(millions)	of contracts
Cash flow hedging contracts (buy/sell)
GBP/USD forward exchange contracts	USD	4.1	1.22	16.8	1.18
EUR/USD forward exchange contracts	USD	10.0	1.08	33.4	1.05
GBP/EUR forward exchange contracts	EUR	6.4	1.12	28.7	1.13
GBP/JPY forward exchange contracts	JPY	177.6	167.7	627.6	172.8
EUR/JPY forward exchange contracts	JPY	410.0	149.9	1,235.0	152.8

A net gain of £3.0 million (2023: £1.2 million gain) relating to forward exchange contracts was reclassified to the Profit or Loss, to match the

crystallisation of the hedged forecast cash flows which affect the Profit or Loss.

The balances and movements into and out of the cash flow hedging reserve are shown in the Consolidated Statement of Comprehensive Income

and the Consolidated Statement of Changes in Equity respectively. Amounts reclassified from the cash flow hedging reserve to the Consolidated

Statement of Comprehensive Income are included in revenue for foreign currency forward exchange contracts.

The table below provides further information on the Group’s forward contracts.

	2024	2023
	£m	£m
Forward exchange contracts asset	0.7	2.7
Forward exchange contracts liability	(0.3)	–
Recognised in OCI	0.9	2.5
Reclassified from OCI to the Profit or Loss	(3.0)	(1.2)
Maturity dates	January 2023 to December 2025	January 2023 to December 2025
Hedge ratio	1:1	1.1
Change in value of hedging instruments since 1 January	0.9	2.5
Change in value of the hedged item used to determine hedge effectiveness	(0.9)	(2.5)

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Interest rate swaps

The Group enters into interest rate swaps that have the same critical terms as the hedged item, such as reference rate, reset dates, payment dates,

maturities and notional amount. As all critical terms matched during the year, there is an economic relationship.

The following table shows the interest rate swap contracts in place at the Balance Sheet date. The interest is payable quarterly on 31 March,

30 June, 30 September and 31 December.

		Nominal			Nominal
		amounts as at	Weighted		amounts as at
		31 December	average		31 December
	Currency	2024	fixed rate 1	Maturity	2023
Interest rate swap contracts
GBP Interest rate swaps float (SONIA) to fix 1	GBP	37.0	1.01%	Jan 25	37.0
USD Interest rate swaps float (SOFR) to fix	USD	0.0	5.18%	Sep 24	40.0

1 In addition to these fixed rates, the margin relating to the interest swapped of the underlying RCF or term loans continues to apply.

In the previous year, the Group entered into a new $40.0m floating-to-fixed interest rate swap to replace the maturing $35.0 million swap in

September 2023. As at 31 December 2024, a total of £37.0m (31 December 2023: £68.4 million) remain in place following the maturity of the

$40.0 million (£31.4 million) swap. Swaps currently in place cover 32% (2023: 69%) of the variable loan principal outstanding.

Hedge ineffectiveness for interest rate swaps is assessed using the same principles as for hedges of foreign currency sales. It may occur due to:

– changes in credit risk on the interest rate swaps which is not matched by the loan; and

– differences in critical terms between the interest rate swaps and loans.

There was no recognised ineffectiveness during 2024 in relation to the interest rate swaps.

The gain or loss relating to the effective portion of the interest rate swaps that are hedging variable rate borrowings is recognised in the Profit

or Loss within net finance expense at the same time as the interest expense on the hedged borrowings.

For interest rate swaps hedging interest rate risk on term loans, the notional amount of interest rate swaps decreases in line with the repayments

of the hedged borrowings.

For interest rate swaps on other borrowings, the notional amounts are consistent over the term of the hedging relationship.

The balances and movements into and out of the cash flow hedging reserve are shown in the Consolidated Statement of Comprehensive Income

and the Consolidated Statement of Changes in Equity respectively. Amounts reclassified from the cash flow hedging reserve to the Consolidated

Statement of Comprehensive Income are included in net finance expense for interest rate swaps.

The table below provides further information on the Group’s interest rate swaps

	2024	2023
	£m	£m
Interest rate swaps asset	0.1	1.4
Interest rate swaps liability	–	(0.1)
Recognised in OCI	0.3	0.3
Reclassified from OCI to the Profit or Loss	(1.6)	(3.0)
During the period ended 31 December 2024 a net gain of £1.6 million (2023: £3.0 million) relating to interest rate swaps was reclassified to the Profit or Loss, to match the crystallisation of the hedged
forecast cash flows which affects the Profit or Loss.	January 2024 to	January 2024 to
Maturity dates	January 2025	January 2025
Hedge ratio	1:1	1:1
Change in value of hedging instruments since 1 January	0.3	0.3
Change in value of the hedged item used to determine hedge effectiveness	(0.3)	(0.3)
Interest rate swap average hedged rate for the year	(2.1%)	(2.4%)

Section 4 continued

Capital Structure continued

Strategic Report Corporate Governance Financial Statements

157

Fair value hierarchy

The following summarises financial instruments carried at fair values and the major methods and assumptions used in estimating these fair

values.

The different levels of fair value hierarchy have been defined as follows:

Level 1

Fair value measured using quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2

Fair values measured using inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly

(i.e. as prices) or indirectly (i.e. derived from prices).

Level 3

Fair values measured using inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The carrying values of the Group’s financial instruments approximate their fair value. The fair value of floating rate borrowings approximates to the

carrying value because interest rates are at floating rates where payments are reset to market rates at intervals of less than one year. The Group’s

derivative financial instruments are Level 2. The fair value of forward foreign currency exchange derivative financial instruments is determined

based on the present value of future cash flows using forward exchange rates at the Balance Sheet date. The fair value of interest rate swap

derivative financial instruments is estimated as the present value of the future cash flows based on observable yield curves at the Balance Sheet

date.

Accounting policies

Net investment hedge accounting

The Group uses its US Dollar, Euro and Japanese Yen denominated borrowings as a hedge against the translation exposure on the Group’s net

investment in overseas companies. The Group designates the spot rate of the loans as the hedging instrument. There was no ineffectiveness

to be recognised on hedges of net investments in foreign operations.

Where the hedge is fully effective at hedging the variability in the net assets of such companies caused by changes in exchange rates, the changes

in value of the borrowings are recognised in the translation reserve within equity, via the Statement of Comprehensive Income. The ineffective part

of any change in value caused by changes in exchange rates is recognised in the Profit or Loss.

The effective portion will be recycled into the Profit or Loss on the sale of the foreign operation.

None of the £10.8 million US Dollar debt held at December 2024 was designated as at 31 December 2024.

The table below provides further information on the Group’s net investment hedging relationships:

	2024	2023
	£m	£m
Hedge ratio	1:1	1:1
Change in value of hedging instruments due to foreign currency movements since 1 January	2.0	–
Change in value of the hedged item used to determine hedge effectiveness	(2.0)	–

The balances and movements into and out of the foreign currency translation reserve are shown in the Consolidated Statement of Comprehensive

Income and the Consolidated Statement of Changes in Equity respectively.

The amount in the foreign currency translation reserve in relation to hedge accounting is a loss of £42.9 million (2023: £40.8 million loss) and is split

as follows:

– net investment hedges loss from continuing operations of £13.8 million (2023: £11.7 million loss); and

– hedging relationships for which hedge accounting is no longer applied, a loss of £29.1 million (2023: £29.1 million loss).

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Interest-bearing loans and borrowings

The table below analyses the Group’s interest-bearing loans and borrowings, including bank overdrafts, by currency:

		Fixed rate	Floating rate
	Total	borrowings 1	borrowings
Currency	£m	£m	£m
US Dollar	12.3	–	12.3
Sterling	144.5	37.0	107.5
Euro	3.3	0.4	2.9
Unamortised fees and transaction costs	(1.3)	–	(1.3)
At 31 December 2024	158.8	37.4	121.4
US Dollar	45.6	31.4	14.2
Sterling	45.9	37.0	8.9
Euro	12.5	0.6	11.9
Unamortised fees and transaction costs	(0.8)	–	(0.8)
At 31 December 2023	103.2	69.0	34.2

1 Of the £37.4 million fixed rate borrowings, £37.0 million is fixed synthetically using interest rate swaps.

The floating rate borrowings comprise borrowings bearing interest at rates based on SONIA, SOFR, EURIBOR and TONA for Sterling, US Dollar, Euro

and Japanese Yen borrowings respectively.

The floating rate borrowings are repriced between one and three months.

Section 4 continued

Capital Structure continued

Strategic Report Corporate Governance Financial Statements

159

Maturity profile of financial liabilities

The table below analyses the Group’s financial liabilities and derivative financial liabilities into relevant maturity groupings based on the period

remaining until the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows (including

interest), so will not always reconcile with the carrying amounts disclosed on the Balance Sheet.

The following are the contractual maturities of financial liabilities, including undiscounted future interest payments:

		Total		From	Greater
	Carrying	contractual	Within	two to	than
	amount	cash flows	one year	five years	five years
	£m	£m	£m	£m	£m
2024
Unsecured interest-bearing loans and borrowings including bank overdrafts	(158.8)	(177.3)	(55.2)	(122.1)	–
Lease liabilities	(31.5)	(37.3)	(9.4)	(20.7)	(7.2)
Trade payables	(21.7)	(21.7)	(21.7)	–	–
Accruals	(12.1)	(12.1)	(12.1)	–	–
Provisions	(1.4)	(1.4)	(1,4)	–	–
Forward exchange contracts outflow	(0.3)	(0.3)	(0.3)	–	–
Total outflows	(225.8)	(250.1)	(100.1)	(142.8)	(7.2)
2023
Unsecured interest-bearing loans and borrowings including bank overdrafts	(103.2)	(123.2)	(8.3)	(114.9)	–
Lease liabilities	(34.3)	(40.2)	(7.2)	(23.4)	(9.6)
Trade payables	(20.8)	(20.8)	(20.8)	–	–
Accruals	(10.5)	(10.5)	(10.5)	–	–
Provisions	(1.5)	(1.5)	(0.5)	(1.0)	–
Forward exchange contracts outflow	(0.1)	(0.1)	(0.1)	–	–
Total outflows	(170.4)	(196.3)	(47.4)	(139.3)	(9.6)

The Group had the following undrawn borrowing facilities at the end of the year:

	2024	2023
Expiring in:	£m	£m
Less than one year
– Uncommitted facilities	–	2.8
More than one year but not more than five years
– Committed facilities	34.7	97.3
Total	34.7	100.1

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4.3 Share capital and reserves

This note explains the movements in share capital, and the nature and purpose of other reserves forming part of equity. The movements in

reserves are set out in the Consolidated Statement of Changes in Equity.

The Group utilises share award schemes as part of its employee remuneration packages. Options that have been granted and remain

outstanding at 31 December 2024 are set out below. The various share-based payment schemes are explained in note 5.3 “Share-based

payments”.

Share capital

	Number of	Nominal
	shares	value
	(thousands)	£m
Issued, authorised and fully paid
At 1 January 2024 and 31 December 2024	94,201	18.9

Each ordinary share carries one vote, participates equally with the other ordinary shares in distribution of dividends and capital (including on a

winding up) and is not redeemable.

At 31 December 2024, the following options had been granted and remained outstanding under the Company’s share option schemes:

	Number of
	shares	Exercise	Dates normally
	(thousands)	prices	exercisable
UK Sharesave Schemes	415	224p–1272p	2025–2028
International Sharesave Schemes	1,435	224p–1272p	2025–2028
	1,850

Share capital and share premium

Equity raise:

On 8 December 2023, the Company issued 47,329,954 new ordinary shares for an offer price of 267.0 pence, generating gross proceeds of

£126.4 million. Expenses of £8.5 million were incurred and have been offset in the share premium account leaving net proceeds of £117.9 million.

Other reserves

The nature and purpose of other reserves forming part of equity are as follows:

Translation reserve

The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of foreign

subsidiaries, including gains or losses arising on net investment hedges.

Capital redemption reserve

The capital redemption reserve of £1.6 million was created on the repurchase and subsequent cancellation of 885,000 ordinary shares by the

Company in 1999.

On 5 November 2024, the Company purchased 7,922 ordinary shares of 20 pence each to eliminate new issue shares tied to a US share plan over

which options were exercised during 2024. All these purchased ordinary shares were cancelled and a transfer of £1,584 was made from share capital

to the capital redemption reserve.

Cash flow hedging reserve

This reserve records the cumulative net change in the fair value of forward exchange contracts and interest rate swaps where they are designated as

effective cash flow hedge relationships.

Retained earnings

Retained earnings are the cumulative gains and losses recognised by the Group, not recorded in any other reserves. On 12 April 2021, the Company

issued 309,753 ordinary shares as part of the consideration for the acquisition of Lightstream. The excess of the fair value of the shares issued over

their nominal value was recorded in retained earnings.

Section 4 continued

Capital Structure continued

Strategic Report Corporate Governance Financial Statements

161

Own shares held

Own shares held by the Company’s Employee Benefit Trust are recognised as a deduction from retained earnings. As at 31 December 2024, the

Employee Benefit Trust held 1,464 (2023: 12,428) ordinary shares at 20 pence nominal value. The Company holds no shares in treasury (2023: nil).

The Employee Benefit Trust purchased 105,858 own shares during 2024 (average price of 295.7p per share) used to satisfy the Restricted Share

Plan (“RSP”) on the same day.

On 5 November 2024, the Company purchased 7,922 ordinary shares of 20 pence each to eliminate new issue shares tied to a US share plan over

which options were exercised during 2024. All these purchased ordinary shares were cancelled.

Dividends

Dividends are recognised through equity on the earlier of their approval by the Company’s shareholders or their payment. There was no dividend

proposed for both years ended 31 December 2024 and 31 December 2023.

	2024	2023
	£m	£m
The aggregate amount of dividends paid in the year
Final dividend for the year ended 31 December 2023 of nil pence (2022: 2 5.0p) per ordinary share	–	11.6

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This section explains items that are not explained elsewhere in the financial statements.

On the following pages, there are disclosures covering the following:

5.1 Employees

5.2 Pensions

5.3 Share-based payments

5.4 Contingent liabilities

5.5 Related party transactions

5.6 Group investments

5.7 Subsequent events

5.1 Employees

	2024	2023
	£m	£m
Employee costs, including Directors’ remuneration, comprise:
Government grants repaid voluntarily towards employee costs 1	(0.4)	(0.2)
Wages and salaries	76.8	82.5
Redundancy costs	8.1	4.8
Employers’ social security costs	11.1	11.7
Employers’ pension costs – defined benefit schemes	0.2	0.2
Employers’ pension costs – defined contribution schemes	3.4	3.7
Other employment benefits	3.0	3.2
Share-based payment charge	2.2	1.6
	104.4	107.5

1 This excludes amounts paid directly to employees by governments. There were no unfulfilled conditions or other contingencies attached to this government assistance.

Details of Directors’ remuneration and share incentives are disclosed in the Remuneration Report.

	2024	2023
	Total	Total
Monthly average number of employees during the year
Media Solutions	719	800
Production Solutions	529	539
Creative Solutions	293	267
Central	28	28
From continuing operations	1,569	1,634
From discontinued operations	–	83
	1,569	1,717

Section 5

Other Supporting Notes

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163

5.2 Pensions

This note explains the accounting policies governing the Group’s treatment of the pension schemes, followed by an analysis of these schemes.

Accounting policies

Defined contribution schemes

The assets are held separately from those of the Group in independently administered funds. The costs of providing pensions for employees under

defined contribution schemes are expensed as incurred.

Defined benefit schemes

The Group operates pension schemes providing benefits based on final pensionable pay. The assets of the schemes are held separately from those

of the Group. The Group’s net obligation in respect of defined benefit pension plans is calculated separately for each plan by estimating the amount

of future benefit that employees have earned in return for their service in the current and prior periods. That benefit is discounted to determine its

present value, and the fair value of any plan assets is deducted. The discount rate is determined by reference to market yields at the Balance Sheet

date on high quality corporate bonds.

The calculation is performed by a qualified actuary using the projected unit credit method. Actuarial gains and losses are recognised in full in the

period in which they arise in the Statement of Comprehensive Income.

The Group recognises the ongoing service cost, past service costs and any cost or income relating to the curtailment or settlement of a pension

scheme in operating expenses in the Profit or Loss. The unwinding of the discount (above) is recognised as part of net financial expense.

Pension schemes

The Group has defined benefit pension schemes in the UK, Italy, Germany, Japan and France. The UK defined benefit scheme was closed to future

benefit accrual with effect from 31 July 2010. All UK employees of the Group are now offered membership of the defined contribution pension

scheme. Other overseas subsidiaries have their own defined contribution schemes.

Defined contribution schemes

The total Profit or Loss charge of the defined contribution schemes for the year ended 31 December 2024 was £3.4 million (2023: £3.7 million).

There were no outstanding or prepaid contributions to these plans as at 31 December 2024 (or at 31 December 2023).

Defined benefit schemes

The Group’s defined benefit schemes are disclosed below:

		2024	2023
		£m	£m
Amounts recognised on the Group Balance Sheet
Plan assets
–	Equities	0.1	0.1
–	Bonds	33.2	36.7
–	Other	11.9	13.6
Total fair value of plan assets		45.2	50.4
Present value of defined benefit obligation		(43.6)	(49.1)
Net asset recognised on the Group Balance Sheet		1.6	1.3

	2024	2023
	£m	£m
Analysis of net recognised deficit
Total funded plan (UK pension scheme)	4.1	4.2
Total unfunded plans (non-UK pension schemes)	(2.5)	(2.9)
Net asset recognised on the Group Balance Sheet	1.6	1.3

	2024	2023
	£m	£m
Amounts recognised in the Group Profit or Loss
Administration costs Included in operating expenses	0.2	0.2
Net interest expense on net defined benefit pension scheme liabilities	(0.1)	(0.1)
Total amounts charged to the Group Profit or Loss	0.1	0.1

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Section 5 continued

Other Supporting Notes continued

UK pension scheme

The UK defined benefit pension scheme, being significant, is disclosed below.

The UK defined benefit scheme is in an actuarial surplus position at 31 December 2024 (measured on an IAS 19 “Employee Benefits” basis) of

£4.1 million (31 December 2023: £4.2 million). The surplus has been recognised on the basis that the Group has an unconditional right to a refund,

assuming the gradual settlement of Scheme liabilities over time until all members have left the Scheme.

The nature of the UK scheme is a funded final salary scheme closed to future benefit accrual with effect from 31 July 2010. As a result, since that

date, no contributions are payable in respect of future accrual of benefits. As the 23 April 2020 funding valuation of the scheme disclosed a funding

surplus, no recovery plan is required under the Pensions Act 2004. As such, member and employer contributions to the scheme over the year to

31 December 2025 are expected to be £nil. The scheme is subject to all legislation and regulations that apply to UK occupational pension schemes.

The main risk to which the Group is exposed by the scheme is that the cost of the benefits provided by the scheme is greater than expected, for

example due to lower than expected investment returns or members of the scheme living longer than expected, which may result in additional

contributions being required from the Group.

In accordance with UK trust and pensions law, the pension scheme has a corporate trustee. Although the Group bears the financial cost of the

scheme, the responsibility for the management and governance of the scheme lies with the trustee, which has a duty to act in the best interest

of members at all times. The assets of the scheme are held in trust by the trustee who consults with the Group on investment strategy decisions.

In June 2023, the UK High Court in Virgin Media Limited v NTL Pension Trustees II Limited ruled that specific historical amendments to contracted-

out defined benefit schemes in the period from 6 April 1997 to 5 April 2016 were invalid if they lacked a confirmation under section 37 of the Pension

Schemes Act 1993 from the scheme’s actuary. This decision was upheld on appeal in July 2024 and is relevant for the Videndum DB Pension Scheme

(“the Scheme”).

The Company has undertaken a risk assessment and engaged with the relevant Trustee of the Scheme who have confirmed that based on the

governance processes in place and an initial review of significant deed changes during the period in question, these bodies have no reason to believe,

at this stage in their review, that the relevant requirements were not complied with in relation to the Scheme with regard to the relevant period in

question. Given that there is no indication at this stage of non-compliance with the relevant requirements, the Scheme’s valuation as at 31 December

2024 does not reflect potential additional liabilities arising from this Virgin Media case.

Impact on defined benefit obligation (“DBO”) of changes in the three key individual assumptions

	2024	2023
Discount rate increased by 0.25% points (2023: 0.25% points)	-3%	-3%
Inflation increased by 0.25% points (2023: 0.25% points)	2%	2%
Life expectancy increased by one year	3%	4%

A decrease in the assumptions noted above results in an equal and opposite movement to those disclosed.

The sensitivity applied is based on a reasonable possible change expected in the underlying assumptions. Although the analysis does not take

account of the full distribution of cash flows expected under the plan, it does provide an approximation of the sensitivity of the assumptions shown.

	2024	2023
	% pa	% pa
Assumptions used by the actuary to value the liability of the defined benefit plan, on 31 December, were:
Price inflation (RPI)	3.1	3.0
Price inflation (CPI)	RPI less 1%	RPI less 1%
	pa to 2029,	pa to 2029,
	and RPI	and RPI
	less 0.1%	less 0.1%
	pa from	pa from
	2030	2030
Life expectancy of male/female aged 65 at Balance Sheet date	21.1/23.6	21.8/24.3
Life expectancy of male/female aged 65 in 2039	21.7/24.4	22.4/25.1
Pension increase rate (% pa)	Various	Various
Discount rate (% pa)	5.5	4.5

Strategic Report Corporate Governance Financial Statements

165

	2024	2023
	£m	£m
Change in DBO for the year to 31 December
Present value of DBO at start of year	46.2	45.8
Interest cost	2.0	2.1
Actuarial loss on experience	0.7	0.7
Actuarial gain on demographic assumptions	(1.0)	(1.2)
Actuarial loss/(gain) on financial assumptions	(4.6)	0.9
Actual benefit payments	(2.2)	(2.1)
Past service gains	–	–
Present value of DBO at end of year	41.1	46.2

At 31 December 2024, the weighted average duration of the scheme’s DBO was 12 years (2023: 13 years). The proportion of DBO in respect

of pensions in payment is approximately 58% and that in respect of deferred pensioners is approximately 42%.

	Fair value	Quoted	Unquoted	Fair value
	2024	split	split	2023
	£m	%	%	£m
Scheme assets and proportion which have quoted market price, at 31 December
Bonds	33.2	100	–	36.7
Equities	0.1	–	100	0.1
Infrastructure	–	–	100	3.0
Cash/non-cash assets	11.8	–	100	10.5
Insurance policies	0.1	–	100	0.1
Total value of assets	45.2			50.4

Note: The asset values shown are, where relevant, estimated bid values of market securities.

	2024	2023
	£m	£m
Change in fair value of assets for the year to 31 December
Fair value of assets at start of year	50.4	49.7
Interest income on scheme assets	2.2	2.3
Return on scheme assets greater/(less) than discount rate	(5.2)	0.5
Actual benefit payments	(2.2)	(2.1)
Fair value of assets at end of year	45.2	50.4

	2024	2023
	£m	£m
Development of net Balance Sheet position at 31 December
Present value of defined benefit obligation	(41.1)	(46.2)
Assets at fair value	45.2	50.4
Net defined benefit scheme asset	4.1	4.2

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Annual Report and Accounts 2024

	2024	2023
	£m	£m
Reconciliation of net Balance Sheet position
Net defined benefit scheme asset at start of year	4.2	3.9
Total amounts credited to the Profit or Loss	0.2	0.2
Remeasurement effects recognised in OCI	(0.3)	0.1
Defined benefit scheme asset at end of year	4.1	4.2

	2024	2023
	£m	£m
Amounts recognised in the Profit or Loss
Net interest income on net defined benefit pension scheme asset	(0.2)	(0.2)
Total amounts credited to the Profit or Loss	(0.2)	(0.2)

	2024	2023
	£m	£m
Amounts recognised in OCI
Actuarial loss due to liability experience	0.7	0.7
Actuarial gain due to liability assumption changes	(5.6)	(0.3)
Actuarial gain arising during the period	(4.9)	0.4
Return on scheme assets (greater)/less than discount rate	5.2	(0.5)
Remeasurement effects recognised in OCI	0.3	(0.1)

	2024	2023
	£m	£m
Defined benefit pension scheme cost/(credit)
Net interest (income)/expense on net defined benefit pension scheme asset	(0.2)	(0.2)
Remeasurement effects recognised in OCI	0.3	(0.1)
Total defined benefit pension scheme cost/(credit)	0.1	(0.3)

Section 5 continued

Other Supporting Notes continued

Strategic Report Corporate Governance Financial Statements

167

5.3 Share-based payments

Group employees participate in a number of employee incentive schemes including a Sharesave Scheme, an LTIP, a Deferred Bonus Plan and a

Restricted Share Plan.

This note explains the accounting policy governing share-based payments and the impact of various share schemes operated by the Group.

Accounting policies

Share-based payments

The Group operates a number of share-based incentive schemes, which are treated as equity-settled awards. The fair value of equity-settled awards

is determined at grant date and charged to the Profit or Loss over the vesting period of the award, with a corresponding adjustment to equity.

Any potential employer’s Social Security liability on share awards is calculated based on the intrinsic value of the awards at the Balance Sheet date

and recognised over the vesting period of the related award.

Exercises of share options granted to employees can be satisfied by a market purchase or an issue of new shares. Shares purchased in the market

are held by the Company’s Employee Benefit Trust.

Further details of the accounting for the schemes provided by the Group are set out below.

Long Term Incentive Plan

The awards granted under this scheme include a portion linked to a non-market condition (adjusted EPS) as well as a portion linked to a market

condition (Total Shareholder Return, “TSR”). A description of the LTIP including its general terms and conditions, such as performance conditions

and vesting requirements, is set out in the Remuneration report.

The fair value of the awards linked to the EPS condition is the Company’s share price at grant date, while the fair value of awards containing market

conditions is determined using Monte Carlo simulation models. The number of awards which are expected to vest is estimated by Management

based on levels of expected forfeitures and the expected outcome of the EPS condition. For awards subject to market conditions, no adjustment is

made to reflect the likelihood of the market condition being met nor the actual number of awards which lapse as a result of the condition not being

met.

Sharesave Scheme

Options granted under the Sharesave Scheme vest subject to continued employment and a saving condition in some countries. The options entitle

employees to purchase shares in the Company at a fixed price. Further details of the Group’s Sharesave arrangement are included in the Strategic

Report.

The fair value of options granted under the Sharesave Scheme is determined using a Black-Scholes model with the key inputs to the model set out

below. The number of awards which are expected to vest is estimated by Management based on levels of expected forfeitures. At an employee’s

discretion they can choose to withdraw from a particular scheme and stop saving. This action is accounted for as a cancellation and results

in an acceleration of the Profit or Loss charge related to the cancelled options.

Restricted Share Plan (RSP)

The RSP was introduced in 2019 to support retention plans for key employees, excluding Directors. The fair value of awards under the RSP is the

Company’s share price at grant date. Under the RSP, shares which are awarded, generally vest over three years and are subject to a continued

employment condition. The number of awards which are expected to vest is estimated by Management based on levels of expected forfeitures.

Share-based payment expense

The amount recognised in the Profit or Loss for share-based payment transactions with employees for the year ended 31 December 2024 was

£2.2 million (2023: £1.6 million which included £0.6 million in relation to a share award for retention agreements entered into with key employees

of Lightstream which was disposed in 2023.

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168

Annual Report and Accounts 2024

Share options outstanding at the end of the period

Options outstanding under the 2020 UK Sharesave Scheme and 2020 International Sharesave Scheme as at 31 December 2024, together with their

exercise prices and vesting periods, are as follows:

			Weighted
		Weighted	average
	Number	average	remaining
	outstanding	exercise price	contractual life
Range of exercise prices	(thousands)	(£)	(years)
£2.00–£2.50	1,810	2.26	2.91
£11.00–£11.50	24	11.23	1.35
£12.00–£12.50	16	12.72	0.36
Total	1,850	2.46	2.87

Movements in these share option plans were as follows:

		Weighted
		average
		exercise
	Sharesave	price
	(thousands)	(£)
Awards at 31 December 2022	1,305	7.49
Exercised during 2023	(54)	10.63
Cancelled during 2023	(168)	8.35
Forfeited during 2023	(95)	8.93
Lapsed during 2023	(23)	8.48
Granted during 2023	–	–
Awards at 31 December 2023	965	7.13
Exercised during 2024	(8)	11.92
Cancelled during 2024	(218)	9.87
Forfeited during 2024	(54)	5.28
Lapsed during 2024	(695)	5.73
Granted during 2024	1,860	2.27
Awards at 31 December 2024	1,850	2.46
Awards exercisable at 31 December 2024	23	5.66

The weighted average share price at the date of exercise for share options exercised during the year was £2.69 (2023: £6.11).

Section 5 continued

Other Supporting Notes continued

Strategic Report Corporate Governance Financial Statements

169

				2011	UK and
		2011	International	International
	Restricted			Sharesave Plan Sharesave Scheme 3
Arrangement	Share Plan		2 Year		Year 2014	Long Term Incentive Plan
			Save as you earn	Save as you earn
Nature of arrangement	Share award plan		Scheme	Scheme	Share award plan	Share award plan
Date of grant	Various		12 Jun 2024	12 Jun 2024	02 May 2024	18 Dec 2024
Number of instruments granted
(thousands)	870		243	1,611	1,093	200
Exercise price	n/a		£2.38	£2.24	n/a	n/a
Share price at date of grant	Various		£3.03	£3.03	£2.85	£1.72
Contractual life (years)	Up to 3 years		2.41	3.58	n/a	n/a
Expected option life (years)	Up to 3 years		2.29	3.37	n/a	n/a

				Relative TSR
				performance against
		2-year service period	3-year service period	comparator group
	Up to 3-year service	and savings	and savings	and adjusted EPS	Up to 2-year service
Vesting conditions	period	requirement	requirement	growth	period
Settlement	Shares	Shares	Shares	Shares	Shares
Expected volatility 1	n/a	51.3%	46.3%	45.7%	n/a
Risk-free interest rate	n/a	4.27%	4.13%	4.30%	n/a
Expected dividend yield	n/a	0.00%	0.00%	n/a	n/a
Expected departures (per annum from grant date)	7%	5%	5%	13%	3%
Expected outcome of non-market based
related performance condition	n/a	n/a	n/a	–	n/a
Expected outcome of non-vesting
condition 2	n/a	85%	85%	n/a	n/a
Fair value per granted instrument
determined at the grant date	£1.62- 2.85	£1.13	£1.21	£2.85- 1.68 3	£1.72
Valuation model	n/a	Black-Scholes	Black-Scholes	Monte Carlo 4	n/a

1 The expected volatility of the 2011 Sharesave Plan is based on historical volatility determined by the analysis of daily share prices over a period commensurate with the expected lifetime of the

award and ending on the date of grant of the award. Due to significant fluctuations in Videndum plc’s share price during the year a uniform rate has been used for all the Sharesave options as

a reasonable estimate of volatility going forward.

2 Non-vesting condition relates to the monthly contributions that employees need to make under the SAYE scheme to receive the options at vesting. Based on historical cancellation rates, a 15%

rate has been used.

3 The first figure (£2.85) represents the fair value of awards subject to adjusted EPS growth criteria and the second figure (£1.68) represents the fair value of awards subject to TSR criteria.

4 For the 2014 LTIP, a Monte-Carlo simulation has been used. Under this valuation method, the share price for Videndum plc is projected at the end of the performance period as well as the TSR

for Videndum plc and the companies in the comparator group. Based on these projections, the number of awards that will vest is determined. Thousands of simulations are run and the fair value

of the award is calculated as the product of the vesting probability and the share price at the date of grant.

5.4 Contingent liabilities

From time to time, the Group is subject to various legal proceedings and claims that arise in the ordinary course of business often concerning the

Group’s intellectual property and patents. A liability is recorded only when it is probable that the case will result in a future economic outflow which

can be reliably measured. The Group is currently party to legal proceedings related to alleged patent infringement that is yet to be presented in

court. The claim is being robustly refuted, and the Group expects to succeed in its defence with any related costs or settlement expected to be

immaterial.

Tax-related contingent liabilities are disclosed in note 2.4 “Tax”.

There are no other contingent liabilities at 31 December 2024.

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Annual Report and Accounts 2024

5.5 Related party transactions

A related party relationship is based on the ability of one party to control or significantly influence the other.

The Group has identified the Directors, the Videndum DB Pension Scheme and members of the Executive Committee as related parties to the

Group under IAS 24 “Related Party Disclosures”.

Transactions with key management personnel

Details of Directors’ remuneration along with their pension, share incentive, bonus arrangements and holdings of the Company’s shares are shown

in detail in the Remuneration Report. This also shows the highest paid Director.

The compensation of the 15 (2023: 13) key management personnel during the year, including the Executive Directors, is shown in the table below:

	2024	2023
	£m	£m
Salaries	3.0	3.5
Employers’ social security costs	0.5	0.7
Share-based payment charge/(income) 1	0.4	(0.9)
Other short-term employee benefits	0.5	0.4
Employers’ pension costs – defined contribution schemes	0.4	0.3

1 IFRS 2 charge recognised in the Profit or Loss for share-based payment transactions with key management personnel.

Transactions with other related parties

During the year ended 31 December 2024, there were transactions with other related parties in relation to rental services and donations amounting

to £0.1 million (2023: £0.1 million).

5.6 Group investments

The Group’s subsidiaries at 31 December 2024 are listed below. All subsidiaries are 100% owned within the Group.

Company	County of incorporation	Issued securities
Videndum Media Distribution Australia Pty Ltd	Australia 25	Ordinary shares of AUD1 each
Videndum Media Distribution Shanghai Limited	China 16	Ordinary shares of US$1 each
Lowepro Huizhou Trading Co Ltd	China 30	Ordinary shares of HK$3,000,000 each
JOBY Technology (Shenzhen) Co. Limited	China 31	Ordinary shares of RMB1,814,855 each
Videndum Production Solutions Limitada	Costa Rica 26	Shares of CRC50 each
Autocue Limited* (a)	England & Wales 1	Ordinary shares of £1 each
Autoscript Limited	England & Wales 1	Ordinary shares of £1 each
Camera Corps Ltd	England & Wales 1	Ordinary shares of £1 each
Colorama Photodisplay Holdings Limited (a)	England & Wales 1	Ordinary shares of £1 each
Gitzo Limited* (a)	England & Wales 1	Ordinary shares of £1 each
Kata UK Limited* (a)	England & Wales 1	Ordinary shares of £1 each
Lastolite Limited* (a)	England & Wales 1	Ordinary shares of £1 each
Litepanels Ltd	England & Wales 1	Ordinary shares of US$1 each
Manfrotto Distribution Limited* (a)	England & Wales 1	Ordinary shares of £1 each
Palmer Dollar Finance	England & Wales 1	Ordinary shares of US$1 each
Palmer Finance	England & Wales 1	Ordinary shares of €1 each
Palmer Yen Finance	England & Wales 1	Ordinary shares of JP¥100 each
Petrol Bags Limited* (a)	England & Wales 1	Ordinary shares of £1 each
Radamec Broadcast Systems Limited (a)	England & Wales 1	Ordinary shares of £1 each
		Ordinary shares of £1 each and Deferred
Rycote Microphone Windshields Ltd	England & Wales 1	shares of £1 each
Sachtler Limited* (a)	England & Wales 1	Ordinary shares of £1 each
The Camera Store Limited (a)	England & Wales 1	Ordinary shares of £1 each
Vinten Broadcast Limited* (a)	England & Wales 1	Ordinary shares of £1 each

Section 5 continued

Other Supporting Notes continued

Strategic Report Corporate Governance Financial Statements

171

Company	County of incorporation	Issued securities
Videndum Creative Solutions UK Limited	England & Wales 1	Ordinary shares of £1 each
Videndum Group Holdings Limited*	England & Wales 1	Ordinary shares of £1 each
Videndum Pensions Trust Company (UK) Limited* (a)	England & Wales 1	Ordinary shares of £1 each
Videndum Media Solutions UK Limited	England & Wales 1	Ordinary shares of £1 each
Videndum Investments Limited	England & Wales 1	Ordinary shares of £1 each
Videndum Production Solutions Limited*	England & Wales 1	Ordinary shares of £1 each
Vizua Limited (a)	England & Wales 1	Ordinary shares of £1 each
VTC International Limited* (a)	England & Wales 1	Ordinary shares of £1 each
Camera Dynamics sarl	France 4	Ordinary shares of NPV
Gitzo S.A.	France 6	Ordinary shares of NPV
Videndum Media Distribution SAS	France 6	Ordinary shares of €16 each
Videndum Media Distribution GmbH	Germany 12	Shares of €25,000 each
Videndum Production Solutions GmbH	Germany 9	Ordinary shares of DEM50,000 each
Videndum Media Distribution HK Limited	Hong Kong 13	Shares of HK$1 each
Videndum Media Solutions HK Limited	Hong Kong 29	Shares of HK$1 each
Palmer Dollar Finance Ireland Investment DAC* (b)	Ireland 18	Ordinary shares of US$1 each
Petrol Bags Limited	Israel 21	Ordinary shares of ILS1 each
Amimon Ltd	Israel 35	Ordinary shares of ILS 0.01 each
Manfrotto Bags Ltd	Israel 8	Ordinary shares of ILS1 each
Videndum Italia spa	Italy 10	Ordinary shares of €1,000 each
Videndum Holdings Italia Srl	Italy 10	Ordinary shares of €10,000 each
Videndum Media Solutions Spa	Italy 10	Ordinary shares of €5.556 each
Videndum Media Distribution KK*	Japan 15	Shares of JP¥1 each
Videndum Production Solutions KK*	Japan 15	Ordinary shares of JP¥1,000 each
Amimon Japan Co. Ltd	Japan 34	Ordinary shares of JP¥10,000 each
Videndum Media Distribution Benelux B.V.	Netherlands 11	Ordinary shares of €454 each
Palmer Euro Finance Netherlands B.V.* (c)	Netherlands 20	Ordinary shares of €1 each
Syrp Limited	New Zealand 2	Ordinary shares of NZD1.00
Videndum Production Solutions Pte. Limited*	Singapore 27	Ordinary shares of SGD1 each
Teradek Ukraine LLC	Ukraine 23	Membership interests of NPV
Audix LLC	United States 14	Membership interests of NPV
Creative Solutions Division Inc.	United States 32	Ordinary shares of US$0.001 each
Videndum Media Distribution US Inc.	United States 5	Ordinary shares of NPV
Videndum Production Solutions Inc	United States 39	Ordinary shares of US$0.01 each
Mount Olive 2016, LLC	United States 17	Membership units of NPV
Offhollywood, LLC	United States 5	Membership units of NPV
SmallHD LLC	United States 22	Membership units of NPV
Teradek, LLC	United States 24	Membership units of NPV
Autocue LLC	United States 3	Membership units of NPV
Wooden Camera, Inc	United States 28	Ordinary shares of NPV
Camera Corps, Inc.	United States 32	Ordinary shares of US$0.01 each
Amimon Inc	United States 33	Ordinary shares of NPV
WHDI LLC	United State 32	Membership unit of NPV
Videndum Media Solutions US, LLC (formerly known as “Savage
Paper Specialistes, LLC”)	United States 36	Membership units of NPV
Savage Universal LLC	United States 32	Membership units of NPV
Superior Paper Specialties, LLC	United States 32	Membership units of NPV

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172

Annual Report and Accounts 2024

Company	County of incorporation	Issued securities
Chalfont Investments Inc.	United States 5	Ordinary shares of US$0.01 each
Videndum US Holdings, Inc.	United States 5	Ordinary shares of US$0.01 each
Quasar Science LLC	United States 37	Membership units of NPV
Infiniscene Inc.	United States 38	Ordinary shares of US$0.001 each

* Investment held directly by Videndum plc.

(a) Dormant companies

(b) Dissolved on 14 February 2025

The registered addresses are as follows:

1 William Vinten Building, Easlea Road, Bury St Edmunds, IP32 7BY, United Kingdom

2 32 Crummer Road, Grey Lynn, Auckland, 1021, New Zealand

3 124 West 30th Street, Suite 312, New York, NY 10001, United States

4 171 avenue des Grésillons, 92635 Gennevilliers cedex, France

5 Corporation Service Company, 2711 Centerville Road – Suite 400, Wilmington, DE 19808, United States

6 Parc Tertiaire Silic, 44 Rue De La Couture, 94150 Rungis, France

7 Removed

8 Abraham & Bachar cp., Keren HaYesod 36, Jerusalem, Israel

9 Parkring 29, 85748 Garching, Germany

10 Via Valsugana 100, 36022 Cassola VI, Italy

11 J.P. Poelstraat 5, 1483 GC De Rijp, Netherlands

12 Ferdinand-Porsche-Strasse 19, 41149 Cologne, Germany

13 Unit No.03, 3/F, Tower 3, Phase 1, Enterprise Square, No.9 Sheung Yuet Road, Kowloon Bay, Hong Kong

14 9400 SW Barber St, Wilsonville, Oregon, 97070, United States

15 Shibakoen 3-chome Bldg, 1F, 3-1-38 Shibakoen, Minato-ku, Tokyo 105-0011, Japan

16 Room 2704-05, Shanghai Mart Tower, No.2299, Yan’an Road (West), Shanghai, 200336, China

17 Corporation Service Company, 2595 Interstate Drive – Suite 103, Harrisburg, PA 17110, United States

18 6th Floor, Riverpoint, Lower Mallow Street, Co. Limerick, Ireland

19 Removed

20 Kerkrade, Netherlands

21 3 HaSolelim Street, 67897, Tel Aviv, Israel

22 Corporation Service Company, 327 Hillsborough Street, Raleigh, NC 27603, United States

23 Per.Nechipurenko 4, Suite 15, Odessa, 65045, Ukraine

24 CSC-Lawyers Incorporating Service, 2710 Gateway Oaks Drive – Suite 150N, Sacramento, CA 95833-3505, United States

25 2 Baldwin Road, Altona North VIC 2025, Australia

26 Parque Industrial de Cartago, Edificio Numero 68, Cartago, Costa Rica

27 601 Macpherson Road, #15-16, 368242, Singapore

28 1826 West Commerce Street, Dallas TX 75208, United States

29 Unit 901-2, 9/F, Metroplaza Tower 2, No. 223 Hing Fong Road, Kwai Fong, N.T. Hong Kong

30 No.68, 2F, Hu Mei Street, Da Shu Ling, Qing Tang Village, Xiao Jin Kou Town, Huizhou City, Guangdong Province, China

31 Unit 3301, 3302, 3316, Office Tower, Shun Hing Square, Di Wang Commercial Centre, 5002 Shen Nan Dong Road, Shenzhen, 518008, China

32 Corporate Service Company, 251 Little Falls Drive, Wilmington, County of New Castle, DE, 19808, United States

33 8 Mason Drive, Irvine, CA 92618, United States

34 701 A105 Gotanda Building, 1-10-7 Higashi Gotanda, Shinagawa-Ku, Tokyo, Japan

35 Zarhin 26, POB 2308, Ra’anana 4366250, Israel

36 2050 South Stearman Drive, Chandler, AZ, 85286, United States

37 909 Third Avenue, 27th Floor, New York, NY, 10022, United States

38 25 West Hubbard Street, 5th Floor, Chicago,IL, 60654, United States

39 14 Progress Drive, Shelton, CT, 06484, United States

5.7 Subsequent events

The Group obtained a covenant waiver for the February 2025 and March 2025 covenant tests. See section 1 “Basis of preparation” for updates in

relation to Amended Covenants and borrowing facilities.

On 9 April 2025 the Group sold its Amimon business, part of the Creative Solutions Division, for a gross cash consideration of $1.0 million

(£0.8 million). In addition, Teradek LLC, also part of the Creative Solutions Division, received $2.3 million (£1.8 million) for entering into an agreement

to grant Amimon a licence to use certain intellectual property.

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

Section 5 continued

Other Supporting Notes continued

Strategic Report Corporate Governance Financial Statements

173

Company Balance Sheet

As at 31 December 2024

Notes

2024

£m

2023

£m

Fixed assets

Intangible assets f) – –

Property, plant and equipment g) 0.1 1.4

Investments in subsidiary undertakings h) 181.8 547.7

Other receivables i) 45.6 2.3

Non-current tax assets – 3.1

227.5 554.5

Current assets

Other receivables i) 8.6 127.1

Cash at bank and in hand 17.8 –

26.4 127.1

Liabilities falling due within one year

Other payables j) (71.5) (86.4)

Provisions l) (1.4) –

(72.9) (86.4)

Net current (liabilities)/assets (46.5) 40.7

Total assets less current liabilities 181.0 595.2

Liabilities falling due after one year

Other payables j) (115.3) (147.1)

Provisions l) (0.1) (0.1)

(115.4) (147.2)

Net assets 65.6 448.0

Capital and reserves

Called up share capital m) 18.9 18.9

Share premium account 133.7 133.7

Cash flow hedge reserve o) 0.1 1.0

Other reserves n) 58.8 58.8

Profit and Loss Account (145.9) 235.6

Total Shareholders’ funds 65.6 448.0

The Company’s loss after tax for the year ended 31 December 2024 was £383.2 million (2023: profit £10.5 million).

Approved and authorised for issue by the Board of Directors on 30 April 2025 and signed on its behalf by:

Stephen Harris

Chairman

Videndum plc

Registered in England and Wales no. 227691

Videndum plc

174

Annual Report and Accounts 2024

Company Statement of Changes in Equity

Notes

capital

£m

premium

£m

Cash flow

hedging

reserve

£m

Other

reserves

£m

Profit

and Loss

Account

£m

Total

equity

£m

Balance at 1 January 2023 9.4 24.3 3.0 58.8 260.0 355.5

Total comprehensive income/(loss) for the year

Loss for the year – – – – (10.5) (10.5)

Fair value of cash-flow hedges reclassified to the

Income Statement – – (3.0) – – (3.0)

Effective portion of changes in fair value of cash-flow

hedges – – 0.3 – – 0.3

Tax associated with changes in cash-flow hedges – – 0.7 – – 0.7

Total comprehensive loss for the year – – (2.0) – (10.5) (12.5)

Contributions by and distributions to owners

Dividends paid – – – – (11.6) (11.6)

Own shares purchased – – – – (3.7) (3.7)

Own shares sold – – – – 1.2 1.2

New shares issued, net of costs 9.5 109.4 – – (0.8) 118.1

Share-based payment charge, net of tax – – – – 1.0 1.0

Balance at 31 December 2023 and 1 January 2024 18.9 133.7 1.0 58.8 235.6 448.0

Total comprehensive income/(loss) for the year

Loss for the year – – – – (383.2) (383.2)

Fair value of cash-flow hedges reclassified to the

Income Statement – – (1.5) – – (1.5)

Effective portion of changes in fair value of cash-flow

hedges – – 0.3 – – 0.3

Tax associated with changes in cash-flow hedges – – 0.3 – – 0.3

Total comprehensive loss for the year – – (0.9) – (383.2) (384.1)

Contributions by and distributions to owners

Own shares purchased – – – – (0.5) (0.5)

Share-based payment charge, net of tax – – – – 2.2 2.2

Balance at 31 December 2024 18.9 133.7 0.1 58.8 (145.9) 65.6

For the year ended 31 December 2024

Strategic Report Corporate Governance Financial Statements

175

a) Basis of preparation

The financial statements of Videndum plc have been prepared in accordance with Financial Reporting Standard 101, ‘Reduced Disclosure

Framework’ (FRS 101). The financial statements have been prepared under the historical cost convention, as modified by the revaluation of

derivative financial assets and financial liabilities measured at fair value through profit or loss, and in accordance with the Companies Act 2006.

In preparing these financial statements, the Company applies the recognition, measurement and disclosure requirements of International Financial

Reporting Standards as adopted by the UK (UK-adopted international accounting standards) but makes amendments where necessary in order

to comply with the Companies Act 2006 and to take advantage of FRS 101 disclosure exemptions.

Going concern assessment

The Company relies on the overall performance of the Group to fulfil its liabilities and obligations in the foreseeable future. As outlined in Section 1

of the Consolidated Financial Statements, the Group’s and Company’s financial statements have been prepared on a going concern basis with a

material uncertainty.

Critical accounting judgements and key sources of estimation uncertainty

The following provides information on those policies that the Directors consider critical because of the level of judgement and estimation required

which often involves assumptions regarding future events which can vary from what is anticipated. The Directors review the judgements and

estimates on an ongoing basis with revisions to accounting estimates recognised in the period in which the estimates are revised and in any future

periods affected. The Directors believe that the Company’s financial statements reflect appropriate judgements and estimates and provide a true

and fair view of the Company’s performance and financial position.

Key sources of estimation uncertainty

The following is the key source of estimation uncertainty that the Directors have made in the process of applying the Company’s accounting policies

and that have a significant risk of resulting in material adjustments to the carrying amounts of assets and liabilities within the next financial year.

Impairment of investments in subsidiary undertakings

The critical judgement around the impairment assessment of investments in subsidiary undertakings is dependent on the internal indicator analysis.

The impairment of investments in subsidiary undertakings involves making assumptions. The most critical assumptions include determination of the

discount rates and terminal growth rates. All assumptions are reviewed at each reporting date. Further details about the assumptions used and

sensitivities are set out in note 3.1 “Intangible assets” in the consolidated financial statements of the Group.

Investments in subsidiary undertakings is tested for impairment annually or if there is an indicator triggering the impairment assessment.

Impairment is determined by assessing the recoverable amount of the investment in the subsidiary. This estimate of recoverable amount is

determined at each assessment date. The estimate of recoverable amount requires significant assumptions to be made and is based on a number

of factors such as the near-term business outlook for the subsidiary, including both its operating profit and operating cash flow performance,

Terminal growth rates beyond 2029 and discount rates applied. Where the recoverable amount of the subsidiary is less than the carrying amount,

an impairment loss is recognised in the statement of profit or loss.

During the year ended 31 December 2024, the impairment of investments in subsidiary undertakings involved making assumptions. The most

judgemental assumptions include determination of the weighted average cost of capital (“WACC”), growth rates. All assumptions are reviewed

at each reporting date.

Impairment of amounts owed by subsidiary undertakings

The critical judgement around the impairment assessment of loans to subsidiary undertakings is dependent on the material uncertainty in relation

to going concern faced by the Group. The impairment of loans to subsidiary undertakings involves making assumptions. The most critical

assumptions include determination of the probability of default and loss given default rates. All assumptions are reviewed at each reporting date.

Critical accounting judgements

There are no critical accounting judgements that the Company makes, apart from those involving estimations (which are dealt with above), that

the Directors have made in the process of applying the Company’s accounting policies and that have the most significant effect on the amounts

recognised in the financial statements.

Impact of adoption of new accounting standards or amendments

The impact of adoption of new accounting standards or amendments is disclosed in Section 1 – Basis of Preparation of the Group’s consolidated

financial statements.

Notes to the Company Financial Statements

Videndum plc

176

Annual Report and Accounts 2024

Notes to the Company Financial Statements continued

b) Exemptions taken by the Company under FRS 101

Under Section 408(3) of the companies Act 2006, the Company is exempt from the requirement to present its own profit or loss account.

The Company has applied the exemptions available under FRS 101 in respect of the following disclosures:

– Cash Flow Statement and related notes;

– comparative period reconciliations for share capital, tangible fixed assets and intangible assets;

– disclosures in respect of information related to key management personnel, and transactions with wholly owned subsidiaries;

– disclosures in respect of capital management;

– disclosures in respect of leases;

– the effects of new but not yet effective IFRSs; and

– disclosures in respect of the compensation of key management personnel.

As the consolidated financial statements of Videndum plc include the equivalent disclosures, the Company has also taken the exemptions under

FRS 101 available in respect of the following disclosures:

– IFRS 2 “Share-based Payments” in respect of Group settled share-based payments; and

– certain disclosures required by IFRS 13 “Fair Value Measurement” and the disclosures required by IFRS 7 “Financial Instruments: Disclosures”.

c) Material accounting policies

The following accounting policies have been applied consistently in dealing with items which are considered material in relation to these financial

statements.

Investments in subsidiary undertakings

Investments in subsidiaries are stated at historical cost, less provision for any impairment in value.

The Company holds investments in all of the Group’s intermediate holding companies, financing companies and trading subsidiaries.

It is possible that changes in outlook over the next year that are different to the assumptions made by Management could require a material

adjustment to the carrying value of the Company’s investments in its subsidiaries.

Pensions

The Company participates in the Group’s defined benefit scheme operated in the UK, which was closed to future benefit accrual with effect from

31 July 2010. All UK employees of the Company are now offered membership of the defined contribution scheme. The assets of the schemes are

held separately from those of the Company. The Company has a very small proportion of the scheme’s total members. As such, the Company has

adopted a policy to recognise the full net pension cost, and hence pension asset, in its subsidiary Videndum Production Solutions Limited’s financial

statements prepared in accordance with FRS 101.

Details in respect of the UK defined benefit pension scheme are disclosed in note 5.2 “Pensions” of the Group’s consolidated financial statements.

Dividends receivable

Dividends received and receivable are credited to the Company’s Income Statement.

Other material accounting policies are consistent with the Group’s consolidated financial statements and below are references where they

are disclosed:

Foreign currencies Section 1 – Basis of Preparation

Intangible assets 3.1 "Intangible assets"

Property, plant and equipment 3.2 "Property, plant and equipment"

Debtors and Creditors 3.3 "Working capital"

Provisions 3.5 "Provisions"

Leases 3.6 "Leases"

Cash and cash equivalents 4.1 "Net debt"

Bank loans 4.1 "Net debt"

Derivative financial instruments and hedging activities 4.2 "Financial instruments"

Share capital and reserves 4.3 "Share capital and reserves"

Share-based payments 5.3 "Share-based payments"

Strategic Report Corporate Governance Financial Statements

177

d) Employees

2024

£m

2023

£m

Employee costs comprise:

Wages and salaries 3.8 3.9

Redundancy costs 1.6 –

Employers’ social security costs 0.4 0.1

Employers’ pension costs – defined contribution schemes 0.2 0.2

Share-based payment charge 0.4 (0.3)

6.4 3.9

2024 2023

Monthly average number of employees during the year 28 28

Further details of Directors’ remuneration and share incentives are disclosed in the Remuneration Report.

e) Audit fees

The details regarding the remuneration of the Company’s auditors are included in note 2.1 “Loss before tax (including segmental information)”

of the Group’s consolidated financial statements under “Fees payable to PricewaterhouseCoopers LLP for the audit of the Company’s financial

statements”.

f) Intangible assets

Capitalised

software

£m

Cost

At 31 December 2023 and 31 December 2024 0.1

Accumulated depreciation

At 31 December 2023 and 31 December 2024 (0.1)

Net book value at 31 December 2023 and 31 December 2024 –

Videndum plc

178

Annual Report and Accounts 2024

Notes to the Company Financial Statements continued

g) Property, plant and equipment

Total

£m

Leasehold

improvements

£m

Right-of-use

assets

– Plant and

machinery

£m

Right-of-use

assets

– Leasehold land

and buildings

£m

Cost

At 31 December 2023 and 1 January 2024 3.6 0.5 – 3.1

Additions 0.1 – 0.1 –

Termination of leases (3.1) – – (3.1)

At 31 December 2024 0.6 0.5 0.1 –

Accumulated depreciation

At 31 December 2022 and 1 January 2023 2.0 0.5 – 1.5

Depreciation charge in the year 0.2 – – 0.2

At 31 December 2023 and 1 January 2024 2.2 0.5 – 1.7

Depreciation charge in the year 0.2 – – 0.2

Impairment losses in the year 0.3 – – 0.3

Depreciation on termination of lease (2.2) – – (2.2)

At 31 December 2024 0.5 0.5 – –

Carrying amounts

At 31 December 2023 and 1 January 2024 1.4 – – 1.4

At 31 December 2024 0.1 – 0.1 –

h) Investments in subsidiary undertakings

Total

£m

Shares in Group

undertakings

£m

Loans to Group

undertakings

£m

Cost

At 1 January 2023 895.8 736.0 159.8

Additions 132.0 132.0 –

Disposals/repayments (395.0) (236.8) (158.2)

At 1 January 2024 632.8 631.2 1.6

Repayments (1.6) – (1.6)

At 31 December 2024 631.2 631.2 –

Provisions

At 1 January 2023 292.3 292.3 –

Impairment losses 3.6 3.6 –

Disposals (210.8) (210.8) –

At 1 January 2024 85.1 85.1 –

Impairment losses 364.3 364.3 –

At 31 December 2024 449.4 449.4 –

Net book value

At 31 December 2023 and 1 January 2024 547.7 546.1 1.6

At 31 December 2024 181.8 181.8 –

The Company’s investments in subsidiaries as at 31 December 2024 are included in note 5.6 “Group investments” of the Group’s consolidated

financial statements.

The amounts owed by subsidiary undertakings for the year ended 31 December 2024 have been disclosed in note i “Other receivables”.

An impairment loss of £364.3 million was recognised for investment in subsidiaries undertakings based on Management’s assessment of near-term

business outlook for the subsidiaries, including both its operating profit and operating cash flow performance, terminal growth rates beyond 2029

Strategic Report Corporate Governance Financial Statements

179

and discount rates. The basis for the impairment calculations is similar to that used in the impairment of CGUs containing goodwill, see note 3.1

“Intangible Asset” in the consolidated financial statements of the Group for consideration of the assumptions to which the model is most sensitive,

and also sensitivity disclosures.

i) Other receivables

2024

£m

2023

£m

Amounts falling due within one year

Amounts owed by subsidiary undertakings

3.8 122.9

Corporation tax 3.3 –

Other debtors 0.1 1.0

Prepayments 0.4 0.4

Derivative financial instruments – interest rate swap

0.1 –

Derivative financial instruments – forward exchange contracts

0.9 1.7

Deferred tax assets

– 1.1

8.6 127.1

Long-term receivables

Amounts owed by subsidiary undertakings

45.6 –

Derivative financial instruments – interest rate swap

– 1.4

Derivative financial instruments – forward exchange contracts

– 0.9

Total other receivables 54.2 129.4

1 Amounts owed by subsidiary undertakings within one year are unsecured and payable on demand. Long term amounts owed by subsidiary undertakings are unsecured, bear floating rates of

interest and are repayable after more than one year. An impairment loss of £3.5 million was recognised in the year based on Management’s assessment of expected credit losses. For the year

ended 31 December 2023, long term amounts owed by subsidiary undertakings were disclosed in note h “Investments in subsidiary undertakings”.

2 Derivative financial instruments of £0.1 million (2023: £1.4 million) relate to interest rate swaps. Of the amounts included in Derivative financial instruments – forward exchange contracts,

£0.9 million (2023: £2.6 million) relate to contracts with subsidiary undertakings which mirror the terms of contracts held by the Company with external third parties. Details of these derivatives

are included in note 4.2 “Financial instruments” of the Group’s consolidated financial statements.

3 Deferred tax asset of £nil million (2023: £1.1 million) is made up of £nil million (2023: £0.8 million) losses and £nil million (2023: £0.3 million) other temporary timing difference. Unrecognised

gross tax attributes including losses total £17.5 million.

j) Other payables

2024

£m

2023

£m

Amounts falling due within one year

Bank overdraft (unsecured) – 3.4

Lease liabilities 0.4 0.2

Amounts owed to subsidiary undertakings 67.1 77.8

Derivative financial instruments – forward exchange contracts 0.9 1.7

Deferred tax – 0.3

Trade payables 0.8 1.2

Taxation and social security 0.2 –

Accruals 2.1 1.8

71.5 86.4

Amounts falling due after more than one year

Bank loans (unsecured) 103.1 89.1

Lease liabilities

0.2 1.3

Derivative financial instruments – forward exchange contracts – 0.9

Amounts owed to subsidiary undertaking 12.0 55.8

Total other payables 115.3 147.1

1 Lease liabilities of £0.2 million (2023: £1.3 million) comprise £0.2 million (2023: £0.8 million) of amounts falling due after more than one year and less than five years, and £nil million

(2023: £0.5 million of amounts falling due after more than five years.

Videndum plc

180

Annual Report and Accounts 2024

Amounts owed to subsidiary undertakings due within one year are unsecured and payable on demand. Amounts owed to subsidiary undertakings

due after more than one year are unsecured, bear floating rates of interest and are repayable after more than one year. Derivative financial

instruments of £0.9 million (2023: £2.6 million) relate to contracts with subsidiary undertakings which mirror the terms of contracts held

by the Company with external third parties.

During the year the Group entered into restructuring projects that resulted in rationalisation of intercompany loans.

Details in relation to the term loans are set out in note 4.1 “Net debt” of the Group’s consolidated financial statements.

Total cash payments for leases is £0.2 million (2023: £0.3 million) of which £0.1 million (2023: £0.1 million) relates to interest and £0.1 million (2023:

£0.2 million) to principal lease repayments.

k) Contingent liabilities

There are no contingent liabilities at 31 December 2024 (2023: £nil).

l) Provisions

2024

£m

2023

£m

At 1 January 0.1 0.7

Provisions created during the year 1.6 –

Provisions utilised during the year (0.2) (0.6)

At 31 December 1.5 0.1

Restructuring costs of £1.6 million (2023: £nil million) were incurred during the year in respect of Corporate initiatives relating to 2024 cost base

realignment and leadership changes including associated legal and professional fees.

The restructuring provision of £1.4 million and the dilapidation provision of £0.1 million are expected to be utilised during 2025.

m) Called up share capital

Disclosure in respect of the Company’s share capital are provided in note 4.3 “Share capital and reserves” of the Group’s consolidated financial

statements.

The Company’s registered address is William Vinten Building, Easlea Road, Bury St Edmunds, IP32 7BY, United Kingdom. The registered address

of the Company was changed from Bridge House, Heron Square, Richmond, TW9 1EN on 20 December 2024.

Options over shares of the Company have been granted to employees of the Company under various plans. Details of the terms and conditions

of each share-based payment plan are given in the Annual Report on Remuneration on pages 69 to 96 and note 5.3 “Share-based payments”

of the Group’s consolidated financial statements.

n) Other reserves

Other reserves of £58.8 million represent the reduction of the share premium account; £22.7 million in 1989 and £37.3 million in 1995 less £16.0

million of share repurchases in 1995; a capital redemption reserve of £1.6 million created on the repurchase and subsequent cancellation of 885,000

ordinary shares by the Company in 1999; and £13.2 million in relation to a merger reserve.

On 5 November 2024, the Company purchased 7,922 ordinary shares of 20 pence each to eliminate new issue shares tied to a US share plan over

which options were exercised during 2024. All these purchased ordinary shares were cancelled and a transfer of £1,584 was made from share capital

to the capital redemption reserve.

o) Cash flow hedge reserve

As described in note 4.2 “Financial instruments” of the Group’s consolidated financial statements, the Company hedges the variability in cash flows

of a proportion of its floating rate borrowings. This reserve records the effective portion of the cumulative net change in the fair value of derivative

financial instruments where they are designated in cash flow hedge relationships.

p) Related party transactions

The Company has identified a related party relationship with its Board, the Vitec Group Pension Scheme and members of the Operations Executive

as disclosed in the Remuneration report and note 5.5 “Related party transactions” of the Group’s consolidated financial statements. There are no

other related party transactions to disclose.

q) Post balance sheet events

The Group obtained a covenant waiver for the February 2025 and March 2025 covenant tests. See section 1 “Basis of preparation” of the

consolidated financial statements for updates in relation to Amended Covenants and borrowing facilities.

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

Notes to the Company Financial Statements continued

Strategic Report Corporate Governance Financial Statements

181

Glossary of Alternative Performance Measures (“APMs”)

The Group believes that these APMs, which are not considered to be a substitute for or superior to IFRS measures, provide stakeholders with

additional helpful information and enable an alternative comparison of performance over time.

The Group uses APMs to aid the comparability of information between reporting periods and Divisions, by adjusting for certain items which impact

upon IFRS measures, to aid the user in understanding the activity taking place across the Group’s businesses. APMs are used by the Directors and

Management for performance analysis, planning, reporting and incentive purposes. Where relevant, further information on specific APMs is provided

in each section below.

The APMs refer to continuing operations; 2022 has been represented to ensure fair comparability.

APM

Closest equivalent

IFRS measure Definition and purpose

Income Statement measures from continuing operations

Adjusted gross profit Gross profit Calculated as gross profit before adjusting items.

The table below shows a reconciliation:

See note 2.1 “(Loss)/profit before tax (including segmental information)”.

2024

£m

2023

£m

Gross profit 94.5 113.9

Adjusting items in revenue (2.9) –

Adjusting items in cost of sales 1.7 4.2

Adjusted gross profit 93.3 118.1

Adjusted gross profit margin None

Calculated as adjusted gross profit divided by revenue.

Adjusted operating expenses Operating expenses Calculated as operating expenses before adjusting items.

The table below shows a reconciliation:

See note 2.1 “(Loss)/profit before tax (including segmental information) –

operating expenses”.

2024

£m

2023

£m

Operating expenses 191.9 119.3

Adjusting items in operating expenses (79.5) (13.8)

Adjusted operating expenses 112.4 105.5

Adjusted operating profit (Loss)/profit before tax Calculated as (Loss)/profit before tax, before net finance expense, and before

adjusting items. This is a key management incentive metric.

Adjusting items include non-cash charges such as amortisation of intangible

assets that are acquired in a business combination, impairment of disposed

entities or groups of asset(s) and effect of fair valuation of acquired inventory

and property, plant and equipment. Cash charges include items such as

transaction costs, earnout, retention and deferred payments, and significant

costs relating to the integration of acquired businesses.

The table below shows a reconciliation:

See note 2.2 “Adjusting items”.

2024

£m

2023

£m

(Loss)/profit before tax (103.4) (18.8)

Net finance expense 6.9 14.1

Adjusting items in operating (loss)/profit 78.3 18.0

Adjusted operating profit (18.2) 13.3

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182

Annual Report and Accounts 2024

Glossary of Alternative Performance Measures (“APMs”) continued

APM

Closest equivalent

IFRS measure Definition and purpose

Income Statement measures from continuing operations continued

Adjusted operating (loss)/profit

margin

None Calculated as adjusted operating (loss)/profit divided by revenue. Progression

in adjusted operating margin is an indicator of the Group’s operating

efficiency.

Adjusted net finance

expense

None Calculated as finance expense, less finance income, and less amortisation

of loan fees on borrowings for acquisitions and other financing initiatives.

The table below shows a reconciliation:

2024

£m

2023

£m

Finance expense (10.2) (16.5)

Finance income 3.3 2.4

Adjusting finance expense – amortisation of loan

fees on borrowings for acquisitions and other

financing initiatives 0.1 2.6

Adjusted net finance expense (6.8) (11.5)

Adjusted loss before tax Loss before tax Calculated as Loss before tax, before adjusting items. This is a key

management incentive metric and is a measure used within the Group’s

incentive plans as set out in the Remuneration report.

See Consolidated Income Statement for a reconciliation.

Adjusted (loss)/profit after tax Loss after tax Calculated as (loss)/profit after tax before adjusting items.

See Consolidated Income Statement and note 2.5 “Earnings per share”

for a reconciliation.

Adjusted basic earnings per share Basic earnings per share Calculated as adjusted profit after tax divided by the weighted average

number of ordinary shares outstanding during the period. This is a key

management incentive metric and is a measure used within the Group’s

incentive plans as set out in the Remuneration report.

See note 2.5 “Earnings per share” for a reconciliation.

Cash flow measures from continuing operations.

2024 excludes previously discontinued operations.

Free cash flow Net cash from

operating activities

Net cash from operating activities after proceeds from property, plant and

equipment and software, purchase of property, plant and equipment, and

capitalisation of software and development costs. This measure reflects

the cash generated in the period that is available to invest in accordance

with the Group’s capital allocation policy.

See “Adjusted operating cash flow” below for a reconciliation.

See “Five Year Financial Summary” on page 187.

Strategic Report Corporate Governance Financial Statements

183

APM

Closest equivalent

IFRS measure Definition and purpose

Cash flow measures from continuing operations.

2024 excludes previously discontinued operations continued.

Adjusted operating cash flow Net cash from

operating activities

Free cash flow before payment of interest, tax, restructuring, integration and

other costs, retention bonuses and transaction costs relating to the acquisition

of businesses, and before proceeds from sale of impaired inventory. This is a

measure of the cash generation and working capital efficiency of the Group’s

operations. Adjusted operating cash flow as a percentage of adjusted

operating profit is a key management incentive metric.

2024

£m

2023

£m

Loss for the period from continuing operations (147.0) (12.1)

Add back:

Taxation and net finance expense 50.5 7.4

Adjusting items in operating (loss)/profit 78.3 18.0

Adjusted operating (loss)/profit (18.2) 13.3

Depreciation excluding effect of fair valuation of

property, plant and equipment 12.8 14.0

Amortisation/impairment of purchased software

and capitalised development costs 11.2 6.5

Decrease/(increase) in adjusted trade working

capital (1) 21.3 (1.1)

Adjusted non-trade working capital movement

2.2 (6.8)

Decrease in adjusted provision (1) (0.1) –

Other:

– Net loss on disposal of property, plant and

equipment and software 0.3 0.2

– Fair value losses on derivative financial

instruments 0.1 (0.2)

– Foreign exchange losses 0.2 (0.3)

– Share-based payments 2.2 1.0

– Proceeds from sale of property, plant and

equipment and software 2.7 0.3

– Add back proceeds from property held for sale

previously (2.5) –

Purchase of property, plant and equipment (7.8) (4.6)

Purchase of software and payment of development

costs (7.6) (10.7)

Adjusted operating cash flow 16.8 11.6

Interest paid (10.3) (15.3)

Interest received 0.2 –

Tax received/(paid) 0.7 (10.4)

Proceeds from property held for sale previously 2.5 –

Restructuring and integration costs (3.7) (6.4)

Proceeds from sale of impaired inventory – 1.1

Retention bonuses (1.2) (3.6)

Transaction and other costs relating to acquisitions (0.5) (0.8)

Free cash flow 4.5 (23.8)

Deduct interest received from financing activities (0.2) –

Proceeds from sale of property, plant and

equipment and software (2.7) (0.3)

Purchase of property, plant and equipment 7.8 4.6

Purchase of software and payment of development

costs 7.6 10.7

Net cash from/(used in) operating activities 17.0 (8.8)

1 See “Adjusted trade working capital movement” and “Adjusted non-trade working capital

movement” and “Adjusted provision movement” below for a reconciliation.

Videndum plc

184

Annual Report and Accounts 2024

Glossary of Alternative Performance Measures (“APMs”) continued

APM

Closest equivalent

IFRS measure Definition and purpose

Cash flow measures from continuing operations.

2024 excludes previously discontinued operations continued.

Decrease/(increase) in adjusted trade

working capital

None The decrease/(increase) in adjusted trade working capital includes

movements in inventories, trade debtors and trade creditors, excluding

movements relating to adjusting items.

2024

£m

2023

£m

Decrease in inventories

12.5 7.6

Decrease in trade debtors 8.2 16.3

Increase/(decrease) in trade creditors 1.2 (20.5)

Decrease in trade working capital 21.9 3.4

Discontinued operations – 0.4

Deduct inflows from adjusting charges:

Effect of fair valuation of acquired inventory – (0.1)

Adjustments for integration, restructuring and

other costs (0.6) (3.7)

Proceeds from the sale of impaired inventory – (1.1)

Decrease/(increase) in adjusted trade working

capital 21.3 (1.1)

Decrease/(increase) in adjusted

non-trade working capital

None The decrease/(increase) in adjusted non-trade working capital includes

movements in other debtors, other creditors and contract assets/liabilities,

excluding movements relating to adjusting items.

2024

£m

2023

£m

Decrease in other debtors and contract assets 2.9 0.7

Decrease in other creditors and contract liabilities (0.9) (12.3)

Increase in non-trade working capital 2.0 (11.6)

Discontinued operations – 1.2

Deduct inflows from adjusting charges:

Adjustments for restructuring and other costs,

previously discontinued operations, transaction

costs relating to acquisition of businesses, and

retention bonuses 0.2 3.6

Decrease/(increase) in adjusted non-trade working

capital 2.2 (6.8)

Increase/(decrease) in adjusted

provisions

Increase/(decrease)

in provisions

The increase/(decrease) in adjusted provisions excludes movements relating

to adjusting items.

2024

£m

2023

£m

Increase/(decrease) in provisions 6.5 (1.9)

Adjustments for restructuring costs (6.6) 1.9

Adjusted provision movement (0.1) –

Strategic Report Corporate Governance Financial Statements

185

APM

Closest equivalent

IFRS measure Definition and purpose

Other measures from continuing operations, excluding previously discontinued operations

Return on capital employed (ROCE) None ROCE is calculated as annual adjusted operating profit for the last 12 months

divided by the average total assets (excluding defined benefit pension asset

and deferred tax assets), current liabilities (excluding current interest-bearing

loans and borrowings), and non-current lease liabilities.

The average is based on the opening and closing of the 12-month period.

See “Five Year Summary”.

2024

£m

Adjusted operating profit for the last 12 months (18.2)

Capital employed at the beginning of the year 289.1

Capital employed at the end of the year 202.2

Average capital employed 245.7

Adjusted ROCE % (7.4%)

Dropthrough None Dropthrough is the change in adjusted operating profit as a percentage of the

change in revenue.

Organic revenue None Organic revenue is revenue from existing business, and not from new mergers

and acquisitions.

Organic adjusted

operating profit

None Organic adjusted operating profit is adjusted operating profit from existing

business, and not from new mergers and acquisitions.

Organic growth None Organic growth is the growth achieved year-on-year from existing business,

and not from new mergers and acquisitions.

Constant currency None Constant currency variances are derived by calculating the current year

amounts at the applicable prior year foreign currency exchange rates,

excluding the effects of hedging in both years.

Revenue growth is represented on a constant currency basis as this best

represents the impact of volume and pricing on revenue growth.

Organic revenue

at constant currency

None Calculated as organic revenue at constant currency.

The table below shows a reconciliation:

See “Profit or loss Statement”

See “Constant currency”, “Organic revenue” and “Organic growth” above

for definitions.

2024

£m

2023 Revenue 306.9

Add from acquisitions –

2023 Organic revenue 306.9

2024 Revenue 283.6

Exclude effects of foreign currency exchange rates:

Translational effects 8.6

Transactional effects (1.4)

2024 Organic revenue at constant currency 290.8

Organic growth at constant currency % (5%)

Videndum plc

186

Annual Report and Accounts 2024

Glossary of Alternative Performance Measures (“APMs”) continued

APM

Closest equivalent

IFRS measure Definition and purpose

Other measures from continuing operations, excluding previously discontinued operations continued

Organic adjusted operating profit

at constant currency

None Calculated as organic adjusted profit at constant currency.

The table below shows a reconciliation:

See “Consolidated Profit or loss Statement”

See “Adjusted operating profit” above for a reconciliation.

See “Constant currency”, “Organic adjusted operating profit”

and “Organic growth” above for definitions.

2024

£m

2023 Adjusted operating profit 13.3

Add from acquisitions –

2023 Organic adjusted operating profit 13.3

2024 Organic adjusted operating profit

(18.2)

Exclude effects of foreign currency exchange rates:

Translational effects (0.2)

Transactional effects 0.2

Organic adjusted operating profit at constant

currency (18.2)

Organic growth at constant currency % (237%)

1 See “Adjusted operating profit” above for a reconciliation.

Cash conversion None Calculated as adjusted operating cash flow divided by adjusted

operating profit. This is a key management incentive metric

and is a measure used within the Group’s incentive plans as set

out in the Remuneration report.

Adjusted EBITDA None Calculated as adjusted operating profit for the last 12 months

before depreciation of tangible fixed assets and amortisation

of intangibles

(other than those already excluded from adjusted operating profit).

The table below shows a reconciliation:

2024

£m

2023

£m

Adjusted operating loss for the last 12 months (18.2) 13.3

Add back:

Depreciation excluding effect of fair valuation of

property, plant and equipment 12.8 14.0

Amortisation/impairment of purchased software

and capitalised development costs 11.2 6.5

Adjusted EBITDA 5.8 33.8

Strategic Report Corporate Governance Financial Statements

187

Five Year Financial Summary

Years ended 31 December

Continuing operations Continuing and discontinued operations

2024

£m

2023

£m

2024

£m

2023

£m

2022

£m

2021

1,2

£m

2020

£m

Continuing operations 283.6 306.9 283.6 306.9 442.5 – –

Discontinued operations – – – 8.1 8.7 – –

Revenue 283.6 306.9 283.6 315.0 451.2 394.3 290.5

Continuing operations (18.2) 13.3 (18.2) 13.3 66.2 – –

Discontinued operations – – – (6.3) (6.2) – –

Adjusted operating profit (18.2) 13.3 (18.2) 7.0 60.0 46.2 9.9

Adjusted net interest on interest-bearing loans and

borrowings (10.1) (13.7) (10.1) (13.7) (7.5) (3.2) (3.9)

Interest on lease liabilities (1.5) (1.5) (1.5) (1.5) (1.5) (1.0) (0.8)

Other net financial income 4.8 3.7 4.8 3.6 3.0 0.4 0.3

Adjusted profit before tax 25.0 1.8 25.0 (4.6) 54.0 42.4 5.5

Cash generated from operating activities 22.5 9.8 22.5 9.8 65.3 65.7 34.0

Discontinued operations – 7.1 – – – – –

Previously discontinued operations 4.1 – – – – – –

Interest paid (10.3) (15.3) (10.3) (15.4) (9.4) (4.5) (5.9)

Tax paid 0.7 (10.4) 0.5 (10.5) (7.2) (6.5) (3.1)

Net cash from/(used in) operating activities 17.0 (8.8) 12.7 (16.1) 48.7 54.7 25.0

Interest received 0.2 – 0.2 – – – –

Net capital expenditure on property, plant and

equipment, software and development costs (12.7) (15.0) (12.8) (18.3) (20.2) (21.6) (15.5)

Free cash flow 4.5 (23.8) (0.1) (34.4) 28.5 33.1 9.5

Capital employed

Total assets 351.2 451.3 351.2 451.3 554.2 441.1 334.6

Current liabilities (118.8) (65.7) (118.8) (65.7) (146.4) (116.5) (114.0)

Total assets less current liabilities 232.4 385.6 232.4 385.6 407.8 324.6 220.6

Less defined benefit asset (4.1) (4.2) (4.1) (4.2) (3.9) – –

Less deferred tax assets (5.6) (55.4) (5.6) (55.4) (53.2) (33.6) (24.6)

Add the current portion of interest-bearing liabilities 0.2 0.2 0.2 0.2 36.0 13.2 50.6

Less non-current lease liabilities (23.3) (28.4) (23.3) (28.4) (28.8) (24.6) (11.5)

199.6 297.8 199.6 297.8 357.9 279.6 235.1

Exclude previously discontinued and discontinued

operations:

Less total assets (2.8) (12.3) – – – – –

Add current liabilities 5.1 3.6 – – – – –

Add non-current lease liability 0.3 – – – – – –

202.2 289.1 199.6 297.8 357.9 279.6 235.1

Statistics

Adjusted operating (loss)/profit (%) (6.5) 4.3 (6.4) 2.2 13.3 11.7 3.4

Adjusted effective tax rate (%) n/a n/a n/a n/a 23.2 24.3 25.4

Adjusted basic earnings per share (p) (17.9) 9.5 (17.9) (23.0) 90.1 69.9 9.0

Basic earnings per share (p) (155.8) (24.4) (155.8) (157.5) 71.4 56.4 (11.6)

Dividends per share (p) – – – – 40.0 35.0 4.5

ROCE (%) (7.4) 4.5 (7.3) 2.1 18.8 18.0 4.1

Year-end mid-market share price (p) 146 348 146 348 1,078 1,420 917

1 Capital employed was restated in these years for the exclusion of deferred tax assets, and changes to IFRS 16 “Leases” in 2020.

2 In 2022, the process to measure the fair values of the assets and liabilities acquired was completed in respect of the Savage acquisition. The 2021 Balance Sheet was adjusted to reflect a

decrease in goodwill of £0.7 million as a result of adjustments increasing deferred tax assets by £0.5 million, increasing acquired intangible assets by £0.3 million, and increasing other creditors

by £0.1 million.

3 For the year ended 31 December 2024, resulting from an application of accounting policy choice, the Group has presented £0.6 million legal expenses relating to the Quasar acquisition as an

adjusting item. The comparative figures for the year ended 31 December 2023 have been restated accordingly in the Consolidated Statement of Profit or Loss and related notes for an amount

of £0.5 million. There is no impact on the Group’s net assets

Videndum plc

188

Annual Report and Accounts 2024

Shareholder Information and Financial Calendar

Shareholder information

The Investors section of the Group website, videndum.com, contains

detailed information on news, key financial information, Annual

Reports, financial calendar, share price information, dividends and

key contact details. The following is a summary and readers are

encouraged to view the website for more detailed information.

Shareholder enquiries

The Company’s Registrar is Equiniti Limited.

Equiniti provides a range of services to shareholders.

Extensive information including many answers

to frequently asked questions can be found online.

Use the QR code to register for FREE

at shareview.co.uk

Equiniti’s registered address is:

Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA.

Alternatively you can contact the Group Company Secretary either

by phone on +44 (0)20 8332 4600 or email on info@videndum.com.

Share price information

The closing mid-market price of a share of Videndum plc on

31 December 2024 was £1.46. During 2024, the share price fluctuated

between £1.46 and £3.54. The Company’s share price is available on our

website with a 15-minute delay, and from the Financial Times website,

ft.com, with a similar delay

Share scams

Shareholders should be aware that fraudsters may try and use

high-pressure tactics to lure investors into share scams. Information on

share scams can be found on the Financial Conduct Authority’s website,

fca.org.uk/scams, or via their consumer helpline:

0800 111 6768.

Annual General Meeting

The Company’s Annual General Meeting will be held at 2.00pm

on Monday 16, June 2025 at Hilton Syon Park, Park Road, Isleworth,

TW8 8JF.

Analysis of shareholdings as at 31 December 2024

Shares held

Number of

holders

% of

holders

Number of

% of

Up to 1,000 359 45.39% 120,559 0.13%

1,001 to 5,000 215 27.18% 518,528 0.55%

5,001 to 10,000 47 5.94% 329,842 0.35%

10,001 to 50,000 77 9.73% 1,872,102 1.99%

50,001 to 100,000 31 3.92% 2,117,836 2.25%

100,001 and over 62 7.84% 89,241,874 94.74%

Total 791 100% 94,200,741 100%

Institutions and

companies 340 42.98% 93,068,737 98.80%

Individuals including

Directors and their

families 451 57.02% 1,132,004 1.20%

Total 791 100% 94,200,741 100%

CBP030724

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Videndum plc

William Vinten Building

Easlea Road

Bury St Edmunds

IP32 7BY

United Kingdom

t +44 (0)20 8332 4600

info@videndum.com

videndum.com

Registered in England and Wales (no. 00227691)

Videndum plc

William Vinten Building

Easlea Road

Bury St Edmunds

IP32 7BY

United Kingdom

t +44 (0)20 8332 4600

info@videndum.com

videndum.com