Annual Report
and Consolidated
Financial
Statements
For the 18 Month Period
Ended 31 December 2025
Company number: 04314540
Chairman’s Statement
2
Chief Executive Officer’s Report
4
Growth and Operational Highlights
6
Strategic Report
10
Directors’ Report
14
Corporate Governance Statement
18
Remuneration Report
23
Audit Committee Report
24
Independent Auditor’s Report
25
Consolidated Statement of Comprehensive Income
31
Consolidated Statement of Financial Position
32
Statement of Changes in Equity
33
Consolidated Statement of Cash Flows
35
Notes to the consolidated Financial Statements
36
Company Information
69
Director Profiles
70
Notice of Annual General Meeting
71
Contents
Financial performance
For the period, the Group delivered revenue of £29.5 million
(18M24: £27.5 million), reflecting continued demand for our
services and the strength of our client relationships across
international markets.
Profit Before Taxation, Loss on Liquidation and Non-Trading
Foreign Exchange (Losses) / Gains was £436,960
(18M24: £318,000). The Strategic Report sets out further details
of the accounting treatment of profit before taxation in this
18-month period ended 31 December 2025.
While revenue growth has been strong, the more important
development is the improvement in the Group’s earnings profile.
We have reshaped the business into a leaner, more
senior weighted and more focused organisation, better
equipped to deliver high-value work and convert revenue into
sustainable profitability.
Bank balances as at 15 May 2026 are £4.1 million (31 December
2025: £2.2 million), with an average bank balance over the 12
month period to 30 April 2026 of £2.9 million, demonstrating
the Group’s ongoing financial resilience and providing a solid
platform for continued growth.
Chairman’s Statement
Operational progress
Operationally, the Group has continued to build momentum
across its core markets.
Cannes Lions remains a cornerstone of our activity, with
2025 delivering a record number of activations and further
strengthening relationships with global brands. This momentum
has carried into 2026, with record bookings already secured.
Alongside this, we have expanded our presence across other
major international “tentpole” events, including the World
Economic Forum in Davos, the United Nations General Assembly,
Climate Week, CES (Consumer Electronics Show) and, post
period end, our first activation at SXSW (South by Southwest)
in Austin, Texas.
These events are strategically important. They deepen our
relationships with global clients, broaden our commercial
footprint and, increasingly, position us as the partner of choice for
high-impact, experience-led communications on a global stage.
I am pleased to present Aeorema Communications
plc’s results for the 18 months ended 31 December
2025, a period in which the Group has delivered
strong revenue growth, a step change in
underlying profitability and completed a strategic
reshaping of the business.
The comparatives presented in these financial
statements cover the 12 months ended 30
June 2024. However, comparisons made in the
Chairman’s Statement are for the 18 month period
ended 31 December 2024 (“18M24”), reflecting
the transition to a 31 December year end. 18M24
reflects the audited accounts to 30 June 2024
and the unaudited interim results for the six
months ended 31 December 2024 as published
by the Group.
During the period, we have continued to win and
deliver work at a level that reflects a business
significantly larger than our size might suggest,
competing successfully with much larger global
agencies and strengthening our position as a
trusted partner to leading international brands.
2
3
The Group is also benefiting from a broader and more diversified
client base across multiple regions, reducing reliance on any
single client and supporting more consistent revenue visibility.
Importantly, we continue to win work in competition with
significantly larger global agencies, underlining the strength of
our creative offering, delivery capability and long-standing
client relationships.
The business is also evolving. We are now delivering fewer but
larger and more complex projects, reflecting a clear shift towards
higher-impact, higher-value engagements. This reflects the
increasing level of trust placed in the Group by global brands,
supports our objective of improving margin through higher-
quality revenue, and reinforces our ability to compete for, and
win, work typically awarded to significantly larger agencies.
Eventful Limited (“Eventful”) is working increasingly closely with
Cheerful Twentyfirst on integrated client delivery. Eventful, whilst
a smaller part of our business, is strategically important to the
Group’s offering as it provides services including venue sourcing,
event management, incentive travel and rewards.
Restructuring and efficiency
A central theme of the period has been the completion of the
Group’s cost reduction and rebalancing programme. This was
not simply a cost exercise, but a deliberate repositioning of the
business. We have reduced headcount while increasing seniority
across the team and aligning our cost base with the scale and
nature of the work we are now delivering.
The result is a more focused and efficient organisation that
is better positioned to convert revenue into profit, while
maintaining the creative standards and delivery quality that
underpin our reputation.
While gross margins have come under pressure, reflecting wider
industry trends including wage inflation, increased third-party
costs and tighter client budgets, the Board is confident that the
actions taken position the Group to rebuild margins over time.
Shareholder returns
The Board remains committed to delivering returns to
shareholders alongside growth. An interim dividend of 3 pence
per share was declared and paid during the period in respect
of the 12 months to 30 June 2025, in line with our progressive
dividend policy.
In addition, the Company established a share buyback
programme in May 2025, with initial purchases made in January
2026 and a total of 257,500 ordinary shares purchased to date, at
an average price of 65 pence per share. This reflects the Board’s
confidence in the Group’s financial strength and future prospects.
The Board is pleased to propose a final dividend of 1 pence per
share for the 18 month period ended 31 December 2025. This
brings the total dividend for the 18 month period to 4 pence per
share, underlining both the strength of the Group’s performance
and the Board’s confidence in the business going forward.
Subject to shareholder approval at the upcoming Annual General
Meeting (“AGM”), the dividend will be paid on 10 July 2026, with
a record date of 19 June 2026 and an ex-dividend date of 18
June 2026.
Outlook
The Group has entered the 2026 financial year with strong
momentum. Trading during the first few months of the year has
been encouraging, supported by a strong pipeline of confirmed
work and increasing forward visibility across our key markets,
alongside record bookings for Cannes Lions in June.
With the restructuring programme complete, our focus is
firmly on margin progression, operational efficiency and
continuing to scale the business internationally, particularly in
North America. The US market remains a key strategic focus
and our most significant growth opportunity, supported by
increasing client activity and our expanding presence at major
international events.
We are operating on a global stage and continuing to build
momentum with leading international brands. With a
strengthened operating model, a growing portfolio of high-value
clients and strong forward visibility, the Board believes the Group
is well positioned to translate this momentum into sustained
earnings growth. While we remain mindful of the broader
macroeconomic environment, client engagement remains strong
and demand for high-quality, experience-led communications
continues to grow.
On behalf of the Board, I would like to thank our teams for their
continued hard work and creativity, and our shareholders for their
ongoing support.
Mike Hale
Chairman
15 May 2026
Over these 18 months, we expanded our presence and
capabilities in North America, which remains a key driver of
growth for the Group, strengthened our client partnerships
globally, and delivered a diverse portfolio of projects that reflect
both our ambition and our adaptability.
Encouragingly, our new projects at SXSW Austin and our first B2C
large scale activation in New York City took us to new audience
frontiers. From global brand activations at Cannes Lions and
Climate Week, where we saw consistent growth, to strategic
internal communications event programmes for long-standing
professional services clients, our work continues to demonstrate
the power of creativity when combined with audience insight and
event precision.
We are also seeing a clear shift in the nature of our work, with
a growing proportion of larger, more complex and strategically
important projects. These engagements require deeper
integration with our clients and allow us to deliver greater impact,
both creatively and commercially.
The past 18 months have been a
period of both momentum and
reflection for the Group. As the
global landscape continued to
evolve, so too did the expectations
of our clients and audiences. In a
world where meaningful connection
has never been more valuable, we
remained grounded in a core belief
that defines our business; putting
audiences above all.
Chief Executive Officer’s Report
4
At the same time, this was not a period without its challenges.
Economic uncertainty and shifting client priorities required
us to stay agile and disciplined. We responded by sharpening
our strategic focus, investing in areas of highest impact and
completing a restructuring of the business to create a leaner,
more senior focused organisation. This has enabled us to operate
more efficiently without compromising on the quality or creativity
that our clients expect.
That creativity was recognised on the global marketing stage
many times; winning Gold at The Drum Awards for Experience,
Best Creative Concept at the micebook Awards, and Creative
Team of the Year again, alongside a plethora of fantastic project
accolades and recognition that our team is particularly proud of.
Our people remain at the heart of the Group. Their creativity,
dedication, and collaborative spirit are what set us apart. This
year, we continued to foster a culture of inclusivity and create an
environment where innovation can thrive. Our ‘creative corner’ in
our New Cavendish Street offices is a space where ideas spill off
the page and into our working environment, and well worth
a tour if you’d ever like to join us in London.
Audience Above All ”
“
5
We also recognise our responsibility alongside commercial
success. We’ve long been champions of sustainability in the
creative industries and helped launch some of its most impactful
initiatives. Over the past year, we have taken further steps to
reduce our environmental impact, work with more sustainable
partners and embed responsible practices into our operations.
This approach has placed Cheerful Twentyfirst in the top
percentile for sustainable event agencies and leading recognition
in micebook’s Power 30 Awards, 2026.
We also joined the Power of Events as a London sponsor,
spending time in schools to share career pathways into the
events industry, which has historically been a challenge for
graduate talent in our space. While there is always more to do,
we are committed to making meaningful progress in both
these areas.
Looking ahead, I see significant opportunities across our
operating agencies.
Against a backdrop of increasing A.I-driven disruption, the
demand for experiences that cut through the noise and create
genuine connection continues to grow. This plays directly to our
strengths, and our audience-first philosophy will remain central
to how we work.
This momentum is reflected across the industry, with the UK’s
IPA Bellwether Report for Q1 2026 highlighting renewed
confidence in events as the leading category for marketing
investment. This reinforces what we see firsthand: that live and
experiential channels are increasingly central to how brands build
meaningful relationships.
With that momentum, we will continue to strategically invest
in our people, expand our global reach, innovate to stay at
the forefront of our industry, and refine our offering to meet
the evolving needs of our clients. Aeorema Communications
has entered 2026 with confidence, clarity, and a continued
commitment to delivering experiences that put the audience
above all.
I would like to thank our clients for their trust, our partners for
their collaboration, our shareholders for their ongoing support
and our team for their exceptional work and commitment.
Together, we have built a business that is resilient, intrinsically
creative, and forward-focused.
Steve Quah
CEO
15 May 2026
6
Growth and Operational Highlights
This period marked the beginning of a restructuring programme to reduce headcount and shift
toward a smaller more senior management team. For Cheerful Twentyfirst, Aeorema’s flagship
agency, the 18 month period from July 2024 to December 2025 was marked by a shift from
being a “UK agency with international clients” to a truly global experiential powerhouse.
Cheerful Twentyfirst (the Group’s core agency) was named
Global Agency of the Year at the 2024 CN Agency Awards.
Global Recognition
(Nov 2024)
Audience
Above All
The group launched new “Audience Above All”
philosophy, and implemented the foundations
and working practices within operating
agencies to support more high-level and
strategic client servicing, moving into
behavioural and audience science as a key
USP in the market.
Global Agency of the Year
The board appoints new
Non-Executive Director
Alan Charlton to strengthen
corporate governance
following the AGM. Alan
brings a wealth of expertise
in shaping business
strategy, enhancing
operational performance,
executing cost-saving
initiatives, managing
complex mergers and
acquisitions, and delivering
shareholder value.
Board Additions
(Dec 2024)
Solidify Positioning
(Nov 2024)
6
H2 2024: Strategic Resets
”
“
Formally announced the
extension of the financial
year. The period that would
have ended on 30 June 2025
was extended to December
31, 2025, to align with the
peak event season.
Secured reappointment
for SPORT BEACH at the
Cannes Lions International
Festival of Creativity.
World
Economic
Forum
The Group delivered its first-ever activation
at the in Davos, Switzerland, marking a
major entry into the high-level policy and
corporate summit event space.
Davos Debut
(Jan 2025)
Reporting Change
(March 2025)
Cannes Lions
Reappointment
(April 2025)
Share Buyback Launch
(May 2025)
The Board announced a Share Buyback
Programme for up to 5% of issued share
capital, citing that the market price
significantly undervalued the company’s
cash position and growth prospects.
7
H1 2025: International Expansion & Capital Returns
8
September
Surge
Reported the busiest September
on record for the New York office,
highlighting the successful capture
of the U.S. experiential market
after five years in market.
Awards Streak
(July 2025)
World Class Creativity
Recognised Again
(Nov 2025)
Growth in North America
(Oct 2025)
Gold at The Drum
Awards Festival
Winning Gold at The Drum Awards Festival,
specifically for creative concepts and brand
storytelling, for long-standing Cannes
project SPORT BEACH.
Building on its Cannes Lions
success, the agency announced
toward the end of 2025 that it
would be delivering its first-
ever major brand activation at
South by Southwest (SXSW) in
Austin, Texas, scheduled for
March 2026.
Cheerful Twentyfirst won
this prestigious category at
the micebook Awards for the
third consecutive year.
Growth and Operational Highlights
“
”
Expansion
into SXSW
H2 2025: Operational Momentum & Shareholder Yield
“ Best Creative Concept ”
9
Continued momentum
into 2026 with a solid
pipeline, activations
in new domestic
U.S. markets, great
structural agility and
future- focused growth.
H1 2026: Post Period End
9
10
Principal activities
Aeorema Communications plc is the non-trading holding company of the Group that bears the expenses and
costs of maintaining its listing on the London Stock Exchange’s AIM Market and consolidates the results of its
trading subsidiaries. Aeorema Limited (trading as Cheerful Twentyfirst) and Cheerful Twentyfirst, Inc. are live
events agencies with film capabilities that specialise in devising and delivering corporate communication
solutions. Eventful Limited is a consultative, high-touch service, assisting clients with venue sourcing, event
management and incentive travel. Collectively all of these businesses are referred to as the “Group”.
Business Review
Group
18 Months Ended
31 December 2025
£
12 Months Ended 30
June 2024
£
Revenue
29,466,709
20,288,799
Operating profit
400,255
440,748
Profit Before Taxation, Loss on Liquidation and Non-Trading Foreign
Exchange (Losses) / Gains
436,960
436,928
Profit Before Taxation
170,181
436,928
Net Assets
2,635,775
2,805,725
Net Current Assets
1,640,575
1,875,372
The Group’s reported profit before tax is £170,181 (2024: £436,928) for the 18 month period. The reported
profit before tax was impacted by a £251,000 non-cash, non-trading foreign exchange loss and £16,000 loss
on liquidation. The profit before tax, loss on liquidation and non-trading foreign exchange (losses) / gains was
£436,960. Please refer to note 6 for further details.
Aeorema Limited (t/a Cheerful Twentyfirst) achieved a 54% increase in revenue. While this figure is compared to
the previous 12 month period and includes revenue previously attributed to Cheerful Twentyfirst, Inc., the growth
is still considered a positive improvement. This is particularly notable because the 18 month reporting period
twice includes the months of July through December, which are historically quieter periods for the company
regarding live projects. Profit before tax and non-trading foreign exchange losses for the period was £672,870
(2024: £877,485).
Aeorema Limited continued to expand its presence at the Cannes Lions International Festival of Creativity
(“Cannes Lions”), delivering a record number of activations in June 2025, including its largest brand activation
for Stagwell and TEAM for a third successive year (refer to note 2). The Company successfully expanded its reach
by delivering activations at new “tentpole” events, such as the World Economic Forum in Davos. It further grew
its North American presence, delivering events for both new and existing clients at the United Nations General
Assembly and Climate Week, alongside various multi-day summits and immersive concerts. Post year end, the
Company has successfully delivered its first activation at SXSW in Austin and is now preparing for another record-
breaking Cannes Lions.
Aeorema Limited completed a cost reduction and rebalancing programme during the period, which was
initiated in 2024. This restructuring is designed to position the Company for enhanced operational efficiency and
improved margins moving forward.
The Board presents its Strategic Report on the Group for the 18 month period ended 31 December 2025.
Strategic Report
11
Aeorema Communications plc
Cheerful Twentyfirst, Inc.’s revenue from live projects decreased by 82% compared with the previous year (which
had seen a 57% decrease in 2024). This decrease was due to a change in how revenue is recorded, not a reduction
in the number of live projects delivered in the United States. For insurance purposes, all live projects are now
contracted and delivered through Aeorema Limited. Cheerful Twentyfirst Inc. remains a vital asset, serving as
the essential connection between Aeorema Limited and its expanding base of US clients and for supporting
the delivery of live projects in the US. Despite the revenue shift, Cheerful Twentyfirst Inc. moved from a loss of
£176,631 to a profit before tax of £31,756 for the 18 month period. This significant improvement was achieved by
reducing its headcount, including the US President, and cross-charging Aeorema Limited £546,253 for services
provided to the UK entity.
Eventful Limited had a loss before tax of £25,587 for the 18 month period, compared with a £13,139 profit before
tax in the previous year. The Company continues to maintain a low cost base and broadened its client portfolio
during the period, reducing its dependence on any single client. Eventful Limited has continued to focus on
closer collaboration with Aeorema Limited, notably evidenced by the joint delivery of a major partner event in the
autumn of 2025.
During the period, the Dutch entity, Cheerful Twentyfirst B.V., was liquidated. The closure was part of the
restructuring programme.
The Group’s gross profit margin moved from 19% to 16%. This contraction reflects broader industry trends,
specifically inflationary pressures on labour and third-party costs, coupled with tighter client budgets. In
response, the Group aggressively addressed its cost base, implementing a 33% reduction in total headcount
during the period. This strategic restructuring was achieved without compromising our high standards of service
or creative output.
The Board remains focused on reclaiming margin and driving revenue growth. The US market continues to be
our most significant opportunity, evidenced by our successful expansion into SXSW and the volume of US-based
clients and events. Through continued cost discipline and a focus on high-value, large-scale activations, the
Board is confident of delivering improved profits before tax and long-term shareholder value.
Key performance indicators
The Group’s revenue was up 45% compared with the previous year. As previously mentioned, this figure is
compared to the previous 12 month period, however, the 18 month reporting period twice includes the months of
July through December, which are historically quieter periods for the Group. The Group’s largest client accounted
for 18% of revenue (2024: 18%). Please refer to note 2.
The average project value increased significantly compared with the previous year. This trend underscores our
strategic transition toward larger-scale engagements that allow for more impactful activations. These complex
projects not only highlight our creative expertise but are essential in maintaining our standing as the preferred
agency of choice for our clients.
Strategic Report
continued
12
Cashflows
The cash position decreased by £929,773 to £2,189,580 (2024: increase by £675,253 to £3,119,353). However, this
is due to the timing difference as a consequence of the change of period end.
Capital expenditure
Total capital expenditure, including expenditure on tangible assets, was £224,001 compared with £54,711 for the
year ended 30 June 2024.
Employees
Our priority is to attract and retain talented employees and to harness their creativity to drive growth through
development and delivery of services that bring value to our customers’ business operations.
We continue to focus on ensuring that the performance of staff is measured against clear, business focused
objectives and behavioural criteria through continual appraisals.
Reward
The Group benchmarks employee salaries against the market and reviews salaries annually to ensure that we are
paying at a level to attract and retain high-quality employees.
Key employees are offered access to a share option scheme, further details of which are provided in note 24 to
the financial statements.
Equal opportunities
We are committed to ensuring equal opportunities for our staff. We have introduced training which covers
equal opportunities legislation and best practice. Our policy in respect of employment of disabled persons is
the same as that relating to all other employees in matters of training, career development and promotion.
Should employees become disabled during the course of their employment, we will make every effort to make
reasonable adjustments to their working environment to enable their continued employment.
Safety, health and environment
The commitment and participation of all employees is vital to efficient and effective occupational risk control. In
order to meet our responsibility to protect the environment, staff and the business, the Group continues to focus
on maintaining a risk aware culture.
We believe the Group maintains a low environmental impact. We therefore continue to work on the potential
environmental impacts of energy consumption, waste and travel.
Strategic Report
continued
13
Aeorema Communications plc
Directors’ policies for managing principal risks
There is an ongoing process for identifying, evaluating and managing the significant risks faced by the business.
Risk reviews are undertaken regularly by the respective business areas throughout the year to identify and assess
the key risks associated with the achievement of our business objective.
Key risks of a financial nature
The principal risks and uncertainties facing the Group are linked to customer dependency. Though the Group
has a very diverse customer base in certain market sectors, a key customer can represent a significant amount of
revenue (see note 2). Key customer relationships are closely monitored but the loss of a key client could have an
adverse effect on the Group’s performance. Further details of risks, uncertainties and financial instruments are
contained in note 27.
Key risks of a non-financial nature
The Group is operating in a highly competitive global market that is undergoing continual change. The Group’s
ability to respond to many competitive factors including, but not limited to technological innovations, product
quality, customer service and employment of qualified personnel will be key in the achievement of its objectives,
but its ultimate success will depend on the purchase spends of its customers and the buoyancy of the market.
On behalf of the Board
S Quah
Director
15 May 2026
Strategic Report
continued
14
The directors present their annual report and financial statements for the 18 month period ended 31 December
2025. The financial statements are for Aeorema Communications plc (“the Company”) and its subsidiaries
(together, “the Group”).
Directors
The following directors have held office since 1 July 2024:
M Hale
S Quah
R Owen
A Harvey
A Charlton (appointed 12 December 2024)
S Haffner (resigned 21 January 2025)
H Luffman (resigned 30 November 2024)
In accordance with regulation 122 of the Company’s Articles of Association, one third of the directors retire by
rotation, or if their number is not three, or a multiple of three, the nearest to but not exceeding one third, and,
being eligible, offer themselves for re-election.
Dividend Declaration
The Board is proposing a dividend of 1 pence per share, subject to shareholder approval at the forthcoming AGM,
to be paid on 10 July 2026 to shareholders on the register on 19 June 2026. The ex-dividend date for the final
dividend will be 18 June 2026.
Financial instruments
Details of financial instruments are given in note 27 to the financial statements.
Directors’ Report
15
Aeorema Communications plc
Shareholdings
At 15 May 2026, the directors were aware that the following were directors with an interest in the Company and/
or the beneficial owners of 3% or more of the Company’s issued share capital:
Directors
Number of shares
Percentages held
M Hale
1,945,000
20.6
S Quah
876,514
9.3
A Charlton
436,130
4.6
R Owen
175,000
1.9
A Harvey
140,000
1.5
Other shareholders with more than 3%
Number of shares
Percentages held
B Geary
805,489
8.5
S Perring
474,666
5.0
Barnard Nominees Ltd
434,666
4.6
M Lauber
370,000
3.9
B Smith
300,000
3.2
Going concern
After making appropriate enquiries, the directors have a reasonable expectation that the Group and the
Company have adequate resources to continue in operational existence for the foreseeable future. For this
reason they continue to adopt the going concern basis in preparing the Group’s financial statements. See note 1
for further information.
Directors’ Report
continued
16
Statement of disclosure to auditor
So far as the directors are aware, there is no relevant audit information of which the Company’s auditors are
unaware. Additionally, they have taken all the necessary steps that they ought to have taken as directors in order
to make themselves aware of all the relevant audit information and to establish that the Company’s auditors are
aware of that information.
A resolution to reappoint Hazlewoods LLP as auditor for the ensuing year will be proposed at the forthcoming
annual general meeting.
Directors’ responsibilities
The directors are responsible for preparing the Strategic Report and the Directors’ Report, and the financial
statements in accordance with applicable law and regulations.
Company law requires the directors to prepare Group and Company financial statements for each financial year.
The directors are required by the AIM Rules of the London Stock Exchange to prepare Group financial statements
in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the United Kingdom
(“UK”) and have elected under Company law to prepare the Company financial statements in accordance with
IFRS as adopted by the UK.
The financial statements are required by law and IFRS adopted by the UK to present fairly the financial position of
the Group and the Company and the financial performance of the Group and the Company. The Companies Act
2006 provides in relation to such financial statements that references in the relevant part of that Act to financial
statements giving a true and fair view are references to their achieving a fair presentation.
Under company law the 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 the Company and of the profit or loss of the Group
and the Company for that period.
In preparing the Group and Company financial statements, the directors are required to:-
■select suitable accounting policies and then apply them consistently;
■make judgements and accounting estimates that are reasonable and prudent;
■state whether they have been prepared in accordance with IFRSs adopted by the UK;
■prepare the financial statements on the going concern basis unless it is inappropriate to presume that the
Group and the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain
the Group’s and the Company’s transactions and disclose with reasonable accuracy at any time the financial
position of the Group and the Company and enable them to ensure that the financial statements comply with the
Companies Act 2006. They are also responsible for safeguarding the assets of the Group and the Company and
hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the corporate and financial information
included on the Aeorema Communications plc website.
Legislation in the United Kingdom governing the preparation and dissemination of financial statements may
differ from legislation in other jurisdictions.
Directors’ Report
continued
17
Aeorema Communications plc
Section 172(1) of the Companies Act 2006
The Directors believe that they have effectively implemented their duties under section 172 of the Companies Act
2006. The Company has considered the long-term strategy of the business below and considers that this strategy
will continue to deliver long term success to the business and its stakeholders.
The Group is committed to maintaining an excellent reputation and strives to achieve high standards. We are
highly selective about which co-contractors and freelancers are used to deliver best value while maintaining an
awareness of the environmental impact of the work that they do and strive to reduce their carbon footprint.
The Directors recognise the importance of wider stakeholders in delivering their strategy and achieving
sustainability within the business. The main stakeholders in the company are considered to be the employees,
suppliers and customers. Their importance to the business is considered below in the Corporate Governance
Statement.
In ensuring that all our stakeholders are considered as part of every decision process we believe we act fairly
between all members of the Company.
On behalf of the Board
S Quah
Director
15 May 2026
Directors’ Report
continued
18
Chairman’s Introduction
The Board of Aeorema Communications PLC (“the Group”) is committed to high standards of corporate
governance and has adopted the 2023 QCA Corporate Governance Code. As Chairman, I am responsible for
leading the Board and ensuring that our governance framework supports the Group’s strategic objectives and
long-term sustainable growth. The Group is committed to delivering returns for shareholders whilst looking after
its stakeholders and recognises the importance of a culture which encourages ethical and fair behaviour. This
culture is driven by the Group’s senior management team. Corporate Social Responsibility is a cornerstone of the
Group’s DNA, culture and operations.
This document sets out how we consider that the Group currently complies with the QCA Corporate Governance
Code and explains areas in which we depart from this code. We consider that our approach is appropriate
for a group of our size and stage of development and will endeavour to evolve our corporate governance
arrangements in line with our growth as a group. We do not consider that any key governance related matters
have occurred during the year.
Strategy and Business Model
The Group’s purpose is to deliver world-class strategic communications and immersive experiences. Our strategy
focuses on two key areas of growth within the current strategy and business model.
One area is to increase revenue streams within the Group’s operating companies (Aeorema Limited, Eventful
Limited and Cheerful Twentyfirst, Inc.) through key hires, focused account management and new business
development. The Strategic Report within the Annual Report provides further detail on progress and challenges.
The other area is to grow the PLC’s portfolio of companies through acquisitions and mergers. The organic
challenge relies on retaining key accounts and maintaining the balance between building internal delivery teams
and growing revenue streams and profits. Attracting the right talent on both a permanent and freelance basis
is critical for creating the right impact for all clients and ensuring growth is sustainable. The Board has made
a commitment to shareholders to ensure that any merger or acquisition is completed at the right price and
benefits the future of the organisation. Therefore, due diligence and a sensible approach to valuations is key to
achieving the right result for the Group.
The business is focused on building strong relationships with clients, staff, suppliers and freelancers. Account
managers/directors continually gain feedback from clients and report back to management. Staff appraisals are
regularly held, but the Group also has an open-door policy for staff feedback direct to management. Suppliers
and freelancers are reviewed on an annual basis and relevant feedback is reported back to management.
Management and heads of departments review strategy and use appropriate key performance indicators to
monitor performance on a regular basis and the Board is informed with regular business updates at each board
meeting.
Board Composition & Independence
The Board currently consists of two Executive Directors and three Non-Executive Directors. Details of the
directors’ experience are set out in this annual report and on the Company’s website. During the 18 month
period ended 31 December 2025, the Board was strengthened by the appointment of Alan Charlton as a Non-
Executive Director (December 2024), while Stephen Haffner and Hannah Luffman stepped down from their
roles to focus on other commitments. The Board wishes to thank them for their significant contributions to the
Group’s restructuring phase.
Corporate Governance Statement
continued
19
Aeorema Communications plc
The Code’s expectation is that all directors should stand for re-election annually. The Board has considered this
carefully but believes that, at the present time, the policy of retiring one third of the Directors each AGM, with the
Directors who have been in office longest since re-election standing for re-election, as set out in the Company’s
Articles of Association, is more appropriate for the Company given its stage of development, the importance of
experience, continuity in oversight and decision-making.
The Group does not have a Nomination Committee; the board collectively undertakes the functions of such
a committee. The details of each board member along with their background and their role is listed on the
Company’s website aeorema.com. Richard Owen and Alan Charlton exercise independent judgement in
all matters relating to the Company. Mike Hale is not considered to be independent due to the size of his
shareholding.
While the 2023 Code recommends a majority of independent directors, the Board believes the current balance
provides a robust mix of oversight and industry-specific insight. Richard Owen has served on the Board for
over nine years; however, the Board has formally assessed his contribution and concludes he continues to
demonstrate the independence of character and judgement required.
The Group does not have a director designated as a Senior Independent Director. In light of the size of the
board, and the Group’s stage of development, the Board does not consider it necessary to appoint a Senior
Independent Director at this stage, but will nevertheless keep this under review as part of the board’s evaluation
on board effectiveness.
The CEO and Managing Director work full-time in the business and have no other significant outside business
commitments. The Non-Executive Directors are required to be available to attend Board meetings and to deal
with both regular and ad hoc matters. All Non-Executive Directors have confirmed and demonstrated that they
have adequate time available to meet the requirements of the role and they have no conflicts of interest.
The Board will continue to meet at least six times a year to review, formulate and approve the Group’s strategy,
budget, corporate actions and major items of capital expenditure. During the 18 month financial period ended
31 December 2025, the board met on twenty occasions. The Board’s attendance record for the 18 month period
ended 31 December 2025 was as follows;
Director
Role
Attendance %
Mike Hale
Non-Executive Chairman
90%
Richard Owen
Non-Executive Director
100%
Alan Charlton
Non-Executive Director
100%
Steve Quah
CEO
100%
Andrew Harvey
Managing Director
95%
Stephen Haffner
Former Non-Executive Director¹
100%
Hannah Luffman
Former Non-Executive Director²
80%
¹ Stephen Haffner stepped down from the Board on 21 January 2025.
² Hannah Luffman stepped down from the Board on 30 November 2024.
The Board and the Group’s senior management team have a mix of relevant industry experience, public company
experience and financial expertise which enables them to deliver on their strategy. The Board reviews its skills
annually to ensure it can meet the evolving needs of the business, including emerging tech and ESG risks.
Directors keep their skillsets up to date by attending relevant industry seminars as well as reviewing regulatory
and accounting updates provided by the Group’s professional advisers. The Board and its committees have
access to the Company’s professional advisers on an unlimited basis.
Corporate Governance Statement
continued
20
The Evaluation of Board Performance
The Board is committed to an annual formal evaluation of its own performance, its Committees, and individual
Directors to ensure they remain effective and aligned with the Company’s long-term strategy. For the 18 month
period ended 31 December 2025, the Board conducted an internally facilitated review led by the Chairman.
The evaluation focused on:
Board Composition: Assessing the mix of skills, experience, and diversity.
Strategy & Risk: Assessing the Board’s effectiveness at identifying both external and internal risks and developing
strategies to mitigate them.
Culture: Assessing how effectively the Board’s defined values and ethical standards are embedded across all
levels of the business and reflected in day-to-day decision-making.
Succession Planning: Identifying key executive roles, including the senior management team, and assessing the
robustness of contingency plans for these key roles.
The evaluation concluded that the Board and its Committees continue to operate effectively. However, the
following areas were identified for further development:
Area of Focus
Action Taken / Planned
Succession & Contingency Plan
To address the QCA 2023 Code’s focus on resilience, the Board will formalise a
comprehensive Succession and Contingency Plan by the end of 2026. This will cover
the Chairman, Executive Directors, and the Senior Management Team to ensure
leadership continuity under both planned and emergency scenarios.
The QCA Code recommends that boards consider the use of external facilitators for performance evaluations. The
Board determined that an internal evaluation remains the most appropriate and cost-effective method.
Given the Company’s current size and the relatively low complexity of its operations, the Board maintains that the
internal process, led by the Chairman, is sufficiently robust. The Board will continue to review this requirement
on an annual basis and will appoint an external facilitator when considered necessary.
The Chairman has held individual feedback sessions with all Directors. Following these, bespoke development
plans were updated to ensure all members maintain up-to-date capabilities in emerging areas such as AI
governance and evolving UK reporting standards.
Corporate Governance Statement
continued
21
Aeorema Communications plc
Audit Committee
There is an Audit Committee consisting of Non-Executive Chairman Michael Hale, Non-Executive Director Alan
Charlton and Non-Executive Director Richard Owen. Alan Charlton is Chair of the Audit Committee. The terms
of reference of the Audit Committee are to assist the board in the discharge of its responsibilities for corporate
governance, financial reporting and internal control.
Its duties include maintaining an appropriate relationship with the company’s auditors, keeping under review
the scope and the results of the audit and its effectiveness. The Audit Committee met with the external auditors
without executive management present at least once during the year. The audit last went out to tender for the
financial year ended June 2019 and will be reviewed annually. Currently the tender process will occur every ten
years. The Audit Committee keeps the independence of the company’s auditors under review.
As well as overseeing the tender process and reviewing the scope and effectiveness of the audit, the Audit
Committee review the full year and interim financial statements, consider the impact of new accounting
standards under IFRS on the Group’s financial statements, as well as the implications of any significant events
or circumstances that occur in the accounting period. The Audit Committee reviews the Group’s financial
performance throughout the year and monitors the integrity of any formal market announcements. They also
monitor the Group’s internal financial controls, ensuring all internal financial controls and risk management
systems are effective, and suggest improvements where necessary.
Remuneration Policy
The Group’s remuneration policy is designed to support long-term value creation and is closely aligned with
our corporate purpose and culture. We aim to reward executive directors and senior management in a way that
encourages sustainable growth rather than short-term risk-taking. Remuneration consists of a combination of
fixed salary and performance-related incentives.
We believe our current pay structures are transparent and proportionate to the Group’s size and stage of
development.
The Remuneration Committee is chaired by Richard Owen. While the Board recognises that Mike Hale is not
considered independent under the Code due to his shareholding, his deep historical knowledge of the Group’s
operations is considered vital for setting appropriate performance targets. All members of the Committee remain
mindful of the need to protect the interests of shareholders as a whole.
Details of Directors’ remuneration is set out in note 22 to the financial statements.
Succession & Diversity
While the Group does not yet have a standalone formal succession policy, the Board manages succession risk
through its annual effectiveness review. We have identified the key skill sets required to deliver our current
strategy and have initiated a leadership development programme for our senior management team. The Board
recognises that as the Group reaches its next stage of maturity, a formalised framework will be required, and we
intend to finalise a written succession plan by the end of the next reporting period.
The Board is committed to fostering an inclusive culture that reflects our global client base. While all
appointments are made on merit, the Board ensures that the recruitment and nomination process specifically
targets diverse shortlists for any new Non-Executive vacancies. We consider our current Board to be diverse
in terms of ‘diversity of thought’, combining deep industry-specific expertise with traditional PLC financial
oversight, and we are actively working to improve our visible diversity as the Board evolves.
Corporate Governance Statement
continued
22
Risk Management & Internal Control
The Board undertakes an annual review of risk management across the business. Forecasting is reviewed
monthly to ensure the staffing levels and overheads are aligned to expected revenue and profit. The board
regularly reviews management accounts and forecasts. Contingency plans are reviewed regularly throughout the
year and a business continuation plan is updated annually.
The Board also formally reviews climate & ESG risk, assessing the environmental impact of our physical events
and cybersecurity, ensuring the integrity of our digital platforms and client data.
Shareholder Engagement
The Board maintains an active dialogue with shareholders across multiple channels. I remain available for
direct engagement, and our Group broker facilitates formal meetings and conference calls following the
announcement of interim and full-year results. We were pleased with the high level of attendance and investor
engagement at our most recent AGM.; The Group remains committed to transparency and will continue to
disclose comprehensive voting results after each general meeting. In addition to regulatory announcements
and our website updates at aeorema.com, we utilise digital platforms for investor presentations and live Q&A
sessions. Crucially, the Board incorporates feedback from these interactions into our annual strategy reviews to
ensure our corporate actions remain closely aligned with investor expectations.
Mike Hale
Non-Executive Chairman
Corporate Governance Statement
continued
23
Aeorema Communications plc
Committee Chair’s Summary
On behalf of the Board, I am pleased to present the Remuneration Report for the financial period ended
31 December 2025. This year has been a transitional one for the Group, characterised by a successful cost-
rebalancing programme and record revenues of £29.5 million.
Our Philosophy
The Committee’s primary objective is to ensure that our remuneration framework attracts and retains the
high-calibre talent necessary to lead a global creative agency while remaining strictly aligned with shareholder
interests. We believe that pay should be a reflection of our corporate culture: rewarding creative excellence,
operational efficiency, and long-term sustainability.
Performance and Pay for the 18 month Period Ended 31 December 2025
In light of the Group’s profit before taxation, loss on liquidation and non-trading foreign exchange (losses) / gains
of £436,960, the Committee has reviewed executive performance against both financial and non-financial KPIs.
■Base Salaries: Executive salaries were reviewed to ensure they remain competitive within the AIM media
sector.
■Annual Bonus: Bonuses awarded this period reflect the successful delivery of our restructuring goals and the
achievement of record revenue targets at major events like Cannes Lions.
■Long-Term Incentives: Our share-based awards continue to ensure that our leadership is personally invested
in the long-term appreciation of Aeorema’s share price.
We remain committed to a remuneration policy that is simple, fair, and effective in driving Aeorema’s next
chapter of growth.
Richard Owen
Chair of the Remuneration Committee
Remuneration Committee Report
24
Committee Chair’s Summary
As Chair of the Audit Committee, I am pleased to present our report for the 18 month period ended 31 December
2025. The Committee’s primary role is to ensure the integrity of the Group’s financial statements and to oversee
the effectiveness of our internal control and risk management systems.
Membership and Meetings
The Committee consists of myself (Chair), Mike Hale, and Richard Owen. We met two times during the period,
with the Finance Director invited to attend as necessary.
Significant Financial Matters
During the period, the Committee focused on the following areas of significant judgement:
■Revenue Recognition: Reviewing the timing of revenue for large-scale multi-phase global events.
■Goodwill and Impairment: Assessing the carrying value of our subsidiaries (Aeorema Limited and Eventful
Limited) following our recent growth and acquisitions.
■Going Concern: Rigorous stress-testing of cash flow forecasts to ensure the Group remains resilient in a
fluctuating macroeconomic environment.
External Audit & Independence
Our current auditor was appointed in 2019. In line with our policy to tender every ten years, we have conducted
our annual review of their effectiveness and independence. We are satisfied that the auditor remains
independent and that the audit process was sufficiently robust.
Internal Controls and Risk Management
In response to the 2023 QCA Code, the Committee has expanded its oversight to include:
■Cyber Resilience: Reviewing the Group’s defenses against data breaches, particularly given our increased use
of digital platforms for investor and client engagement.
■ESG Reporting: Developing the framework to monitor and report on environmental and social metrics that
are material to our business model.
■Whistleblowing: Ensuring that employees and freelancers have a secure, confidential channel to report
concerns, in line with our ethical culture.
Alan Charlton
Chair of the Audit Committee
Audit Committee Report
25
Aeorema Communications plc
Opinion
We have audited the financial statements of Aeorema Communications Plc (the ‘parent company’) and its
subsidiaries (the ‘group’) for the 18 month period ended 31 December 2025 which comprise the consolidated
Statement of Comprehensive Income, the consolidated and company Statements of Financial Position, the
consolidated and company Statements of Changes in Equity, the consolidated Statements of Cash Flows and
notes 1 – 31 in the financial statements, including a summary of significant accounting policies. The financial
reporting framework that has been applied in their preparation is applicable law and International Financial
Reporting Standards (IFRSs) as adopted by the United Kingdom and, as regards the parent company financial
statements, as applied in accordance with the provisions of the Companies Act 2006.
In our opinion:
■he financial statements give a true and fair view of the state of the group’s and of the parent company’s affairs
as at 31 December 2025 and of the group’s profit for the year then ended;
■the group financial statements have been properly prepared in accordance with IFRSs as adopted by the
United Kingdom;
■the financial statements have been prepared in accordance with the provisions of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable
law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the
audit of the financial statements section of our report. We are independent of the group and parent company
in accordance with the ethical requirements that are relevant to our audit of the financial statements in the
UK, including the FRC’s Ethical Standard as applied to listed entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to 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.
In making this assessment we have considered the directors’ procedures for overseeing the activities of the
Parent Company and the Group, and reviewing its results and forecasts. The application of those procedures
has been supported by us reviewing Board minutes and other accessible documentation which confirm that
the directors regularly benchmark key performance indicators which include but are not restricted to, reviewing
the revenue pipeline and the frequent monitoring of available funds, anticipated cash outflows and financial
headroom.
In conjunction with the evaluation of management’s assessment of going concern, we have observed that
resources are carefully planned and managed with the intention of ensuring that the Parent Company and the
Group have sufficient resources available and accessible to ensure that the Parent Company’s and the Group’s
commitments and obligations are capable of being met as they fall due.
Our procedures also included an assessment of whether the going concern disclosure in note 1 to the financial
statements gives a complete and accurate description of the directors’ assessment of going concern.
Independent Auditor’s Report
to the Members of Aeorema Communications plc
26
Based on the work we have performed, we have not identified any material uncertainties relating to events or
conditions that, individually or collectively, may cast significant doubt on the Parent Company’s and the Group’s
ability to continue as a going concern for a period of at least twelve months from when the financial statements
are authorised for issue. However, as we cannot predict all future events or conditions and as subsequent events
may result in outcomes that are inconsistent with judgements that were reasonable at the time they were made,
the above conclusions are not a guarantee that the Parent Company and the Group will continue in operation.
In relation to the Parent Company’s and the Group’s reporting on how it has applied the UK Corporate
Governance Code, we have nothing material to add or draw attention to in relation to the Directors’ Statement of
Responsibilities in the financial statements about whether the directors considered it appropriate to adopt the
going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the
relevant sections of this report.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our 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) we identified, 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 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. Below is not a complete list of
all risks identified by our audit.
Key audit matter – group
How our audit addressed the key audit matter
Revenue recognition
The Group generates revenue facilitating live events, film
production and through event management services.
Revenue is recognised based on the satisfaction of
performance obligations and an assessment of when
control is transferred to customers. In applying this policy,
a certain amount of judgement is required.
Incomplete, non-occurring and inaccurate income
recognition could have a material impact on the Group’s
earnings and we identified revenue recognition as a risk
that required particular audit attention.
We reviewed a sample of projects, including those with
significant revenue recognised in the year and/or with
significant contract assets or liabilities, to confirm that
revenue had been recognised in a manner consistent with the
Group’s accounting policy, the principles of IFRSs as adopted
by the UK and the commercial substance of the contracts.
We confirmed the Group’s recognition of revenue, and
associated contract balances, to documentary evidence
including correspondence between the Group, its customers
and its contractors, as well as publicly available press releases
made by the Group’s customers.
In addition, we performed analytical review and cut off
testing to ensure that revenue is properly recognised and
recorded in the correct accounting period.
Our testing did not identify any material misstatements in respect of revenue recognition.
Independent Auditor’s Report
to the Members of Aeorema Communications plc continued
27
Aeorema Communications plc
Our application of materiality
We apply the concept of materiality in planning and performing our audit, in evaluating the effect of any
identified misstatements and in forming our opinion. For the purpose of determining whether the financial
statements are free from material misstatement, we define materiality as the magnitude of a misstatement or an
omission from the financial statements or related disclosures that would make it probable that the judgement
of a reasonable person, relying on the information would have been changed or influenced by the misstatement
or omission. We also determine a level of performance materiality, which we use to determine the extent of
testing needed, to reduce to an appropriately low-level the probability that the aggregate of uncorrected and
undetected misstatements exceed materiality for the financial statements as a whole.
We established materiality for the financial statements as a whole to be £441,000, which is 1.5% of the turnover of
the Group. This is the amount representing the total magnitude of misstatements that we expect to influence the
economic decisions of the users of these financial statements.
A key judgement in determining materiality (and performance materiality) is the appropriate benchmark
to select. We considered which benchmarks and key performance indicators have the greatest bearing on
shareholder decisions. We determined that the turnover of the Group is the key benchmark to use in setting
materiality given the Group’s objective to increase its trading and markets. When using turnover to determine
overall materiality, our approach is to apply a percentage between 0.5% and 2% to the amount. Parent Company
materiality has been calculated at 3% of Net assets.
We have considered performance materiality at a level of 80% of materiality for the Group’s financial statements
as a whole, which equates to £353,000. We applied this percentage in our determination of performance
materiality given that there were no significant adjustments made in prior years.
Audit misstatement posting threshold is determined to be £23,000, which is 5% of materiality. This is the amount
below which identified misstatements are considered to be clearly trivial from a quantitative point of view. We
may become aware of differences below this threshold which could alter the nature, timing and scope of our
audit procedures, for example if we identify smaller differences which are indicators of fraud.
Independent Auditor’s Report
to the Members of Aeorema Communications plc continued
28
An overview of the scope of our audit
Our audit scope included all components and was performed to Group materiality. Our audit work therefore
covered 100% of group revenue, group profit and total group assets and liabilities. It was performed to the
materiality levels set out above.
Other information
The other information comprises the information included in the annual report other than the financial
statements and our auditor’s report thereon. The directors are responsible for the other information contained
within the annual report. Our opinion on the financial statements does not cover the other information and,
except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion
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 course of the audit, or otherwise appears to be materially misstated. If we identify
such material inconsistencies or apparent material misstatements, we are required to determine whether this
gives rise to a material misstatement in the financial statements themselves. 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 in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
■the information given in the strategic report and the directors’ report for the financial year for which the
financial statements are prepared is consistent with the financial statements; and
■the Strategic Report and the Directors’ Report have been prepared in accordance with applicable legal
requirements.
Independent Auditor’s Report
to the Members of Aeorema Communications plc continued
29
Aeorema Communications plc
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Parent Company and the Group, and its environment
obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the
Directors’ Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
■adequate accounting records have not been kept, or returns adequate for our audit have not been received
from branches not visited by us; or
■the financial statements are not in agreement with the accounting records and returns; or
■certain disclosures of directors’ remuneration specified by law are not made; or
■we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement set out on page 16, the directors are
responsible for the preparation of the financial statements and for being satisfied that they give a true and fair
view, and for such internal control as the directors 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 parent
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 company or to
cease operations, or have no realistic alternative but to do so.
Auditor’s 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 auditor’s 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.
Extent to which the audit was capable of detecting irregularities, including fraud
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:
We considered the nature of the Parent Company’s and the Group’s industry and its control environment and
reviewed the Parent Company’s and the Group’s documentation of its policies and procedures relating to fraud
and compliance with laws and regulations. We also enquired of management about their own identification and
assessment of the risks of irregularities.
Independent Auditor’s Report
to the Members of Aeorema Communications plc continued
30
We obtained an understanding of the legal and regulatory framework that the Parent Company and the Group
operates in and identified the key laws and regulations that had a direct effect on the determination of material
amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation,
and, those that do not have a direct effect on the financial statements but compliance with which may be
fundamental to the Parent Company’s and the Group’s ability to operate or to avoid a material penalty.
We discussed among the audit engagement team regarding the opportunities and incentives that may exist
within the organisation for fraud and how and where fraud might occur in the financial statements.
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to
the risk of management override. In addressing the risk of fraud through management override of controls, we
tested the appropriateness of journal entries and other adjustments; assessed whether the judgments made in
accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant
transactions that are unusual or outside the normal course of business.
In addition to the above, our procedures to respond to the risks identified included the following:
■reviewing financial statement disclosures by testing to supporting documentation to assess compliance with
provisions of relevant laws and regulations described as having a direct effect on the financial statements;
■performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks
of material misstatements due to fraud;
■enquiring of management concerning actual and potential litigation and claims and instances of non-
compliance with laws and regulations; and
■reading minutes of meetings of those charged with governance.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements,
recognising that 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,
misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and
the further removed non-compliance with laws and regulations is from the events and transactions reflected in
the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities for the audit of the financial statements is located on the Financial
Reporting Council’s website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditor’s report.
Use of this report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members
those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the
company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Rebecca Copping (Senior Statutory Auditor)
For and on behalf of Hazlewoods LLP, Statutory Auditor
Staverton Court
Staverton
Cheltenham
GL51 0UX
15 May 2026
Independent Auditor’s Report
to the Members of Aeorema Communications plc continued
31
Aeorema Communications plc
Notes
18 Months Ended
31 December
2025
£
12 Months Ended
30 June
2024
£
Continuing operations
Revenue
2
29,466,709
20,288,799
Cost of sales
(24,611,722)
(16,513,827)
Gross profit
4,854,987
3,774,972
Administrative expenses
(4,454,732)
(3,334,224)
Operating profit
3
400,255
440,748
Finance income
4
77,878
35,967
Finance costs
5
(41,173)
(39,787)
Profit before taxation, loss on liquidation and non-trading foreign
exchange (losses) / gains
436,960
436,928
Non-trading foreign exchange (losses) / gains
6
(250,949)
-
Loss on liquidation
14
(15,830)
-
Profit before taxation
170,181
436,928
Taxation
7
12,021
(140,221)
Profit for the period
182,202
296,707
Other comprehensive income
Items that may be reclassified to profit or loss
Exchange differences on translation of foreign entities
88,549
(88,632)
Other comprehensive income for the year
88,549
(88,632)
Total comprehensive income for the year attributable
to owners of the parent
270,751
208,075
Profit per ordinary share:
Total basic earnings per share
10
1.88811p
3.11078p
Total diluted earnings per share
10
1.86030p
2.68976p
The notes on pages 36 to 68 are an integral part of these financial statements.
Consolidated Statement of
Comprehensive Income
For the 18 month period ended 31 December 2025
32
Group
Company
Notes
31 December
2025
£
30 June
2024
£
31 December
2025
£
30 June
2024
£
Non-current assets
Intangible assets
11
564,348
564,348
-
-
Property, plant and equipment
12
371,514
344,827
-
-
Right-of-use assets
13
379,976
570,182
-
-
Investments in subsidiaries
14
-
-
1,458,931
1,363,002
Deferred taxation
8
38,809
-
-
-
Total non-current assets
1,354,647
1,479,357
1,458,931
1,363,002
Current assets
Trade and other receivables
15
4,611,885
4,422,020
721,234
832,531
Cash and cash equivalents
16
2,189,580
3,119,353
97,488
117,816
Total current assets
6,801,465
7,541,373
818,722
950,347
Total assets
8,156,112
9,020,730
2,277,653
2,313,349
Current liabilities
Trade and other payables
17
(5,011,960)
(5,371,049)
(91,384)
(114,107)
Bank loans
18
-
(27,778)
-
-
Lease liabilities
19
(122,679)
(113,201)
-
-
Current tax payable
(26,251)
(118,973)
-
-
Provisions
20
-
(35,000)
-
-
Total current liabilities
(5,160,890)
(5,666,001)
(91,384)
(114,107)
Non-current liabilities
Bank loans
18
-
-
-
-
Lease liabilities
19
(319,055)
(500,814)
-
-
Provisions
20
(40,392)
(22,500)
-
-
Deferred taxation
8
-
(25,690)
-
-
Total non-current liabilities
(359,447)
(549,004)
-
-
Total liabilities
(5,520,337)
(6,215,005)
(91,384)
(114,107)
Net assets
2,635,775
2,805,725
2,186,269
2,199,242
Equity
Share capital
21
1,211,625
1,192,250
1,211,625
1,192,250
Share premium
47,451
21,876
47,451
21,876
Merger reserve
16,650
16,650
16,650
16,650
Other reserve
398,738
302,809
398,738
302,809
Capital redemption reserve
257,812
257,812
257,812
257,812
Foreign translation reserve
(88,327)
(176,876)
-
-
Retained earnings
791,826
1,191,204
253,993
407,845
Equity attributable to owners of the parent
2,635,775
2,805,725
2,186,269
2,199,242
The notes on pages 36 to 68 are an integral part of these financial statements.
The profit for the financial year of the holding company was £427,728 (2024: £377,703). The financial statements
were approved and authorised by the board of directors on 15 May 2026 and were signed on its behalf by
A Harvey
S Quah
Director
Director
Company Registration No. 04314540
Consolidated Statement of Financial Position
As at 31 December 2025
33
Aeorema Communications plc
Consolidated Statement of Changes in Equity
For the 18 month period ended 31 December 2025
Group
Share
capital
£
Share
premium
£
Merger
reserve
£
Other
reserve
£
Capital
redemption
reserve
£
Foreign
translation
reserve
£
Retained
earnings
£
Total
equity
£
At 30 June 2023
1,192,250
21,876
16,650
233,375
257,812
(88,244)
1,180,637
2,814,356
Comprehensive
income for the
year, net of tax
-
-
-
-
-
-
296,707
296,707
Dividend paid
-
-
-
-
-
-
(286,140)
(286,140)
Foreign currency
translation
-
-
-
-
-
(88,632)
-
(88,632)
Share-based
payment
-
-
-
69,434
-
-
-
69,434
At 30 June 2024
1,192,250
21,876
16,650
302,809
257,812
(176,876)
1,191,204
2,805,725
Comprehensive
income for the
year, net of tax
-
-
-
-
-
-
182,202
182,202
Dividend paid
-
-
-
-
-
-
(581,580)
(581,580)
Foreign currency
translation
-
-
-
-
-
88,549
-
88,549
Share-based
payment
-
-
-
95,929
-
-
-
95,929
Shares issued
19,375
25,575
-
-
-
-
-
44,950
At 31 December
2025
1,211,625
47,451
16,650
398,738
257,812
(88,327)
791,826
2,635,775
Share premium represents the value of shares issued in excess of their nominal value.
In accordance with section 612 of the Companies Act 2006, the premium on ordinary shares issued in relation to
acquisitions is recorded as a merger reserve. The reserve is not distributable.
Other reserves represent equity settled share-based employee remuneration, as detailed in note 24.
Capital redemption reserve represents a statutory non-distributable reserve into which amounts are transferred
following redemption or purchase of a company’s own shares.
Foreign translation reserve represents the accumulated gain or loss resulting from the translation of financial
statements denominated in a foreign currency into the Group’s reporting currency.
The notes on pages 36 to 68 are an integral part of these financial statements.
34
Company
Share
capital
£
Share
premium
£
Merger
reserve
£
Other
reserve
£
Capital
redemption
reserve
£
Retained
earnings
£
Total
equity
£
At 30 June 2023
1,192,250
21,876
16,650
233,375
257,812
316,282
2,038,245
Comprehensive income
for the year, net of tax
-
-
-
-
-
377,703
377,703
Dividend paid
-
-
-
-
-
(286,140)
(286,140)
Share-based payment
-
-
-
69,434
-
-
69,434
At 30 June 2024
1,192,250
21,876
16,650
302,809
257,812
407,845
2,199,242
Comprehensive income
for the year, net of tax
-
-
-
-
-
427,728
427,728
Dividend paid
-
-
-
-
-
(581,580)
(581,580)
Share-based payment
-
-
-
95,929
-
-
95,929
Shares issued
19,375
25,575
-
-
-
-
44,950
At 31 December 2025
1,211,625
47,451
16,650
398,738
257,812
253,993
2,186,269
Share premium represents the value of shares issued in excess of their nominal value.
In accordance with section 612 of the Companies Act 2006, the premium on ordinary shares issued in relation to
acquisitions is recorded as a merger reserve. The reserve is not distributable.
Other reserves represent equity settled share-based employee remuneration, as detailed in note 24.
Capital redemption reserve represents a statutory non-distributable reserve into which amounts are transferred
following redemption or purchase of a company’s own shares.
The notes on pages 36 to 68 are an integral part of these financial statements.
Company Statement of Changes in Equity
For the 18 month period ended 31 December 2025
35
Aeorema Communications plc
Group
Notes
18 Months Ended
31 December 2025
£
12 Months Ended
30 June 2024
£
Net cash flow from operating activities
26
(6,242)
1,205,470
Cash flows from investing activities
Finance income
4
77,878
35,967
Purchase of property, plant and equipment
12
(224,001)
(54,711)
Repayment of leasing liabilities
(213,000)
(142,000)
Cash used in investing activities
(359,123)
(160,744)
Cash flows from financing activities
Repayment of borrowings
(27,778)
(83,333)
Dividends paid to owners of the company
(581,580)
(286,140)
Shares issued
44,950
-
Cash used in financing activities
(564,408)
(369,473)
Net (decrease) / increase in cash and cash equivalents
(929,773)
675,253
Cash and cash equivalents as at 1 July 2024
3,119,353
2,444,100
Cash and cash equivalents as at 31 December 2025
2,189,580
3,119,353
Debt analysis
At 1 July
2024
£
Cashflow
£
At 31 December
2025
£
Net Cash
Cash at bank and in hand
3,119,353
(929,773)
2,189,580
3,119,353
(929,773)
2,189,580
Debt
Debts falling due within one year
140,979
(18,300)
122,679
Debts falling due after one year
500,814
(181,759)
319,055
641,793
(200,059)
441,734
The notes on pages 36 to 68 are an integral part of these financial statements.
Consolidated Statement of Cash Flows
For the 18 month period ended 31 December 2025
36
1
Accounting policies
Aeorema Communications plc is a public limited company incorporated in the United Kingdom and registered
in England and Wales. The Company is domiciled in the United Kingdom and its principal place of business is 87
New Cavendish Street, London, W1W 6XD. The Company’s Ordinary Shares are traded on the AIM Market.
The principal accounting policies adopted in the preparation of the financial statements are set out below. The
policies have been consistently applied to all the years presented, unless otherwise stated.
The presentation currency is £ sterling.
Going concern
The Board has reviewed the Group’s detailed forecasts for the next financial year, other medium term plans, the
impact of the war in Ukraine and conflict in the Middle East, and economic and political uncertainties both in
the UK and globally, as well as considering the risks outlined in note 27. After doing so, the Directors, at the time
of approving the financial statements, have a reasonable expectation that the Group has adequate resources to
continue in operational existence for the foreseeable future and have therefore used the going concern basis in
preparing the financial statements.
Basis of Preparation
The Group and company financial statements have been prepared under the historical cost convention and in
accordance with International Financial Reporting Standards (IFRS) as adopted by the United Kingdom.
The following new standards, amendments or interpretations to existing standards adopted in the United
Kingdom, and are mandatory for the Group’s accounting periods beginning 1 July 2024:
■Classification of Liabilities as Current or Non-Current (Amendments to IAS 1); effective 1 January 2024
■Lease Liability in a Sale and Leaseback (Amendments to IFRS 16) ; effective 1 January 2024
■Non-current Liabilities with Covenants (Amendments to IAS 1); effective 1 January 2024
■Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7) effective 1 January 2024
Future standards in place but not yet effective
The following new standards, amendments or interpretations to existing standards adopted in the United
Kingdom, and are mandatory for the Company’s accounting periods beginning on or after 1 January 2025 are as
follows:
■Lack of Exchangeability (Amendments to IAS 21); effective 1 January 2025
■Amendments IFRS 9 and IFRS 7 regarding the classification and measurement of financial instruments;
effective 1 January 2026
■Annual Improvements to IFRS Accounting Standards — Volume 11; effective 1 January 2026
■Contracts Referencing Nature-dependent Electricity (Amendments to IFRS 9 and IFRS 7); effective 1 January
2026
The Group did not early adopt the above new standards, amendments, or interpretations for the period ended
31 December 2025.
Notes to the Consolidated Financial Statements
For the 18 month period ended 31 December 2025
37
Aeorema Communications plc
Change of Accounting Reference Date
During the current reporting period, the company changed its financial year end from 30 June 2025 to 31
December 2025. This decision aligns the Company’s reporting cycle with industry norms and ensures that the
end of its annual financial reporting cycle does not coincide with the summer months, which have traditionally
been its busiest operating period. This change is expected to create a more streamlined and efficient reporting
process and therefore the Board believes that a 31 December year end will be in the best interest of the Group.
The comparative period covers 1 July 2023 to 30 June 2024 and therefore is not entirely comparable.
Basis of consolidation
The Group financial statements consolidate those of the Company and all of its subsidiary undertakings drawn
up to 31 December 2025. Subsidiaries are all entities (including structured entities) over which the Group has
control. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are
consolidated until the date that control ceases.
Intra-group transactions, balances and unrealised gains and losses on transactions between group companies
are eliminated.
The merger reserve is used where more than 90% of the shares in a subsidiary are acquired and the
consideration includes the issue of new shares by the Company, thereby attracting merger relief under the
Companies Act 2006.
Revenue
Revenue represents amounts (excluding value added tax) derived from the provision of services to third party
customers in the course of the Group’s ordinary activities.
As a result of providing these services, the Group may from time to time receive commissions from other third
parties. These commissions are included within revenue on the same basis as that arising from the contract with
the underlying third party customer.
The revenue and profits recognised in any period are based on the satisfaction of performance obligations and
an assessment of when control is transferred to the customer.
For most contracts with customers, there is a single distinct performance obligation and revenue is recognised
when the event has taken place or control of the content or video has been transferred to the customer.
Where a contract contains more than one distinct performance obligation (multiple film productions, or a project
involving both build construction and event production) revenue is recognised as each performance obligation
is satisfied.
The transaction price is substantially agreed at the outset of the contract, along with a project brief and payment
schedule (full payment in arrears for smaller contracts; part payment(s) in advance and final payment in arrears
for significant contracts).
Due to the detailed nature of project briefs agreed in advance for significant contracts, management does not
consider that significant estimates or judgements are required to distinguish the performance obligation(s)
within a contract.
For contracts to prepare multiple film productions, the transaction price is allocated to constituent performance
obligations using an output method in line with agreements with the customer.
For other contracts with multiple performance obligations, management’s judgement is required to allocate the
transaction price for the contract to constituent performance obligations using an input method using detailed
budgets which are prepared at outset and subsequently revised for actual costs incurred and any changes to
costs expected to be incurred.
Notes to the Consolidated Financial Statements
For the 18 month period ended 31 December 2025
38
The Group does not consider any disaggregation of revenue from contracts with customers necessary to depict
how the nature, amount, timing and uncertainty of the Group’s revenue and cash flows are affected by economic
factors.
Where payments made are greater than the revenue recognised at the reporting date, the Group recognises
deferred income (a contract liability) for this difference. Where payments made are less than the revenue
recognised at the reporting date, the Group recognises accrued income (a contract asset) for this difference.
A receivable is recognised in relation to a contract for amounts invoiced, 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.
At each reporting date, the Group assesses whether there is any indication that accrued income assets may be
impaired by assessing whether it is possible that a revenue reversal will occur. Where an indicator of impairment
exists, the Group makes a formal estimate of the asset’s recoverable amount. Where the carrying value of an
asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable
amount.
Intangible assets - goodwill
All business combinations are accounted for by applying the acquisition method. Goodwill acquired represents
the excess of the fair value of the consideration and associated costs over the fair value of the identifiable net
assets acquired.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. At the date of
acquisition, the goodwill is allocated to cash generating units, usually at business segment level or statutory
company level as the case may be, for the purpose of impairment testing and is tested at least annually for
impairment. On subsequent disposal or termination of a business acquired, the profit or loss on termination is
calculated after charging the carrying value of any related goodwill.
Intangible assets - other
Intangible assets are stated in the financial statements at cost less accumulated amortisation and any
impairment value. Amortisation is provided to write off the cost less estimated residual value of intangible assets
over its expected useful life (which is reviewed at least at each financial year end), as follows:
Intellectual property
25% straight line
Any gain or loss arising on the derecognition of the asset (calculated as the difference between the net disposal
proceeds and the carrying amount of the asset) is included in the Statement of Comprehensive Income in the
year that the asset is derecognised.
Fully amortised assets still in use are retained in the financial statements.
Notes to the Consolidated Financial Statements
For the 18 month period ended 31 December 2025 continued
39
Aeorema Communications plc
Property, plant and equipment
Property, plant and equipment is stated in the financial statements at cost less accumulated depreciation and
any impairment value. Depreciation is provided to write off the cost less estimated residual value of property,
plant and equipment over its expected useful life (which is reviewed at least at each financial year end), as
follows:
Leasehold improvements
Straight line over the life of the lease
Fixtures, fittings and equipment
Straight line over four years
Any gain or loss arising on the derecognition of the asset (calculated as the difference between the net disposal
proceeds and the carrying amount of the asset) is included in the Statement of Comprehensive Income in the
year that the asset is derecognised.
Fully depreciated assets still in use are retained in the financial statements.
Impairment
The carrying amounts of the Group’s assets are reviewed at each period end to determine whether there is any
indication of impairment. If any such indication exists, the assets’ recoverable amount is estimated. For goodwill
and intangible assets that have an indefinite useful life and intangible assets that are not yet available for use,
the recoverable amount is estimated at each annual period end date and whenever there is an indication of
impairment.
An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds
its recoverable amount. Impairment losses are recognised in the Statement of Comprehensive Income in those
expense categories consistent with the function of the impaired asset.
Investments
Fixed asset investments are stated at cost less provision for diminution in value.
Leases
In applying IFRS 16, for all leases (except as noted below), the Group:
a) recognises right-of-use assets and lease liabilities in the statement of financial position, initially
measured at the present value of future lease payments;
b) recognises depreciation of right-of-use assets and interest on lease liabilities in the statement of profit
or loss; and
c) separates the total amount of cash paid into a principal portion (presented within financing activities)
and interest (presented within operating activities) in the statement of cash flows.
Lease incentives (e.g. free rent period) are recognised as part of the measurement of the right-of-use assets and
lease liabilities whereas under IAS 17 they resulted in the recognition of a lease incentive liability, amortised as a
reduction of rental expense on a straight-line basis.
Under IFRS 16, right-of-use assets are tested for impairment in accordance with IAS 36 Impairment of Assets. This
replaces the previous requirement to recognise a provision for onerous lease contracts.
For short term leases (lease term of 12 months or less) and leases of low-value assets (such as photocopiers), the
Group has opted to recognise a lease expense on a straight-line basis as permitted by IFRS 16. This expense is
presented within administrative expenses in the consolidated statement of comprehensive income.
Notes to the Consolidated Financial Statements
For the 18 month period ended 31 December 2025 continued
40
Trade and other receivables
Trade and other receivables are stated initially at fair value and subsequently measured at amortised cost less
any provision for impairment.
Trade and other payables
Trade payables are recognised initially at fair value and subsequently measured at amortised cost.
Cash and cash equivalents
Cash comprises, for the purpose of the Statement of Cash Flows, cash in hand and deposits payable on demand.
Cash equivalents are short-term highly liquid investments that are readily convertible to known amounts of
cash and that are subject to an insignificant risk of changes in value. Cash equivalents normally have a date of
maturity of 3 months or less from the acquisition date.
Bank loans and overdrafts comprise amounts due on demand.
Finance income
Finance income consists of interest receivable on funds invested. It is recognised in the Statement of
Comprehensive Income as it accrues.
Taxation
Income tax on the profit or loss for the periods presented comprises current and deferred tax. Current tax is the
expected tax payable on the taxable income for the year, using rates enacted or substantively enacted at the end
of the reporting period, and any adjustment to tax payable in respect of previous years.
Deferred tax is provided on temporary differences between carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for taxation purposes. The following temporary differences are not
provided for: the initial recognition of goodwill; the initial recognition of assets or liabilities that affect neither
accounting nor taxable profit other than in a business combination; the differences relating to investments in
subsidiaries to the extent that they will probably not reverse in the foreseeable future. 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 enacted or substantively enacted at the end of the reporting period.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available
against which the assets can be utilised. Deferred tax assets and liabilities are not discounted.
Pension costs
The Group operates a pension scheme for its employees. It also makes contributions to the private pension
arrangements of certain employees. These arrangements are of the money purchase type and the amount
charged to the Statement of Comprehensive Income represents the contributions payable by the Group for the
period.
Notes to the Consolidated Financial Statements
For the 18 month period ended 31 December 2025 continued
41
Aeorema Communications plc
Financial instruments
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual
provisions of the instrument.
Financial instruments are initially measured at fair value, including transaction costs that are directly attributable
to the acquisition or issue of the financial instrument, except for those classified at fair value through profit or
loss (“FVTPL”), where transaction costs are expensed as incurred.
Financial assets are classified at initial recognition into one of the following categories:
■Amortised cost
■Fair value through other comprehensive income (“FVOCI”)
■Fair value through profit or loss (“FVTPL”)
The classification is determined based on the Group’s business model for managing the financial assets; and the
contractual cash flow characteristics of the asset (the SPPI test).
Assets held to collect contractual cash flows that represent solely payments of principal and interest are
measured at amortised cost using the effective interest method. Financial assets held within a business model
whose objective is achieved by both collecting contractual cash flows and selling are measured at FVOCI. All
other financial assets are measured at FVTPL.
For trade receivables and contract assets, the Group applies the simplified approach for expected credit
losses (ECL) as permitted by IFRS 9, which requires lifetime expected credit losses to be recognised from initial
recognition of the assets. The Group estimates ECL using a provision matrix, which is based on:
■Historical credit loss experience
■Adjusted for current conditions
■Forward-looking information, including macroeconomic factors
Financial liabilities are classified as either:
■Amortised cost, or
■FVTPL
Borrowings, lease liabilities, and trade payables are subsequently measured at amortised cost using the effective
interest method.
Financial assets are derecognised when:
■The contractual rights to receive cash flows expire; or
■The Group transfers substantially all risks and rewards of ownership
Financial liabilities are derecognised when the obligation is discharged, cancelled or expires.
Financial assets and liabilities are offset and presented net only when there is a legally enforceable right to set
off, and there is an intention to settle on a net basis or simultaneously.
Notes to the Consolidated Financial Statements
For the 18 month period ended 31 December 2025 continued
42
Aeorema Communications plc
Equity
An equity instrument is a contract that evidences a residual interest in the assets of an entity after deducting all
of its liabilities. Equity instruments are recorded at the proceeds received, net of direct issue costs. The Group’s
equity instruments comprise ‘share capital’ in the Statement of Financial Position.
Foreign currency translation
Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rates of
exchange ruling at the end of the reporting period. Transactions in foreign currencies are recorded at the rate
ruling at the date of the transaction. All differences are taken to the Statement of Comprehensive Income.
Share-based awards
The Group issues equity settled payments to certain employees. Equity settled share based payments are
measured at fair value (excluding the effect of non-market based vesting conditions) at the date of grant.
The fair value is estimated using option pricing models and is dependent on factors such as the exercise price,
expected volatility, option price and risk free interest rate. The fair value is then amortised through the Statement
of Comprehensive Income on a straight-line basis over the vesting period. Expected volatility is determined based
on the historical share price volatility for the Company. Further information is given in note 24 to the financial
statements.
Significant judgements and estimates
The preparation of the Group’s financial statements in conformity with IFRS required management to make
judgements, estimates and assumptions that affect the application of policies and reported amounts in the
financial statements. These judgements and estimates are based on management’s best knowledge of the
relevant facts and circumstances. Information about such judgements and estimation is contained in the
accounting policies and / or notes to the financial statements. For critical judgements that the directors have
made in the process of applying the Group’s accounting policies, see note 11 on goodwill impairment and note
13 on discount rate used to calculate right of use assets and lease liability.
Notes to the Consolidated Financial Statements
For the 18 month period ended 31 December 2025 continued
43
2
Revenue and segment information
The Group uses several factors in identifying and analysing reportable segments, including the basis of
organisation, such as differences in products and geographical areas. The Board of directors, being the Chief
Operating Decision Makers, have determined that for the 18 month period ending 31 December 2025 there is only
a single reportable segment.
All revenue represents sales to external customers. Two customers (2024: one) is defined as major customers by
revenue, contributing more than 10% of the Group revenue.
18 Months Ended
31 December 2025
£
12 Months Ended
30 June 2024
£
Customer One
5,223,091
3,833,237
Customer Two
3,648,063
980,454
Major customers in the current year
8,871,154
4,813,691
Major customers in the prior year
5,510,621
10,324,312
The geographical analysis of revenue from continuing operations by geographical location of customer is as
follows:
Geographical market
18 Months Ended
31 December 2025
£
12 Months Ended
30 June 2024
£
United Kingdom
6,837,839
8,905,513
United States
20,030,104
3,580,432
Rest of the World
2,598,766
7,802,854
29,466,709
20,288,799
18 Months Ended
31 December 2025
£
12 Months Ended
30 June 2024
£
Revenue from contracts with customers – Events
27,894,826
18,360,490
Revenue from contracts with customers – Film
988,106
1,418,029
Other revenue
583,777
510,280
Total revenue
29,466,709
20,288,799
Contract assets and liabilities from contracts with customers have been recognised as follows:
As at 31 December
2025
£
As at 30 June
2024
£
Deferred income
3,800,721
1,500,546
Accrued income
238,882
1,672,081
Deferred income at the beginning of the period has been recognised as revenue during the period.
Deferred income carried forward at the year end will be recognised within the next year.
Notes to the Consolidated Financial Statements
For the 18 month period ended 31 December 2025 continued
44
Aeorema Communications plc
3
Operating profit
Operating profit is stated after charging or crediting:
18 Months Ended
31 December 2025
£
12 Months Ended
30 June 2024
£
Cost of sales
Depreciation of fixtures, fittings and equipment
119,136
97,891
Amortisation of intangible assets
-
2,083
Staff costs (see note 23)
4,572,208
3,432,192
Administrative expenses
Depreciation of right-of-use assets
190,206
126,804
Depreciation of leasehold land and buildings
75,557
39,214
Loss on foreign exchange differences
21,325
73,171
Fees payable to the Company’s auditor in respect of:
Audit of the Company’s annual accounts
12,000
14,000
Audit of the Company’s subsidiaries
57,277
33,163
Staff costs (see note 23)
2,240,440
1,605,180
4
Finance income
Finance income
18 Months Ended
31 December 2025
£
12 Months Ended
30 June 2024
£
Bank interest received
77,878
35,967
5
Finance costs
Finance costs
18 Months Ended
31 December 2025
£
12 Months Ended
30 June 2024
£
Coronavirus business interruption loan interest
454
5,523
Lease interest
40,719
34,264
41,173
39,787
Notes to the Consolidated Financial Statements
For the 18 month period ended 31 December 2025 continued
45
6
Non-trading foreign exchange (losses) / gains
Non-trading foreign exchange losses for the current period relate to the Group’s exposure to foreign exchange
movements on non-trading assets held.
7
Taxation
18 Months Ended
31 December 2025
£
12 Months Ended
30 June 2024
£
The tax charge comprises:
Current tax
Current year
55,591
99,687
Over-provision in the previous year
(3,113)
-
52,478
99,687
Deferred tax (see note 8)
Current year
(64,499)
40,534
(64,499)
40,534
Total tax charge in the statement of comprehensive income
12,021
140,221
Factors affecting the tax charge for the year
Profit on ordinary activities before taxation from continuing operations
170,181
436,928
Profit on ordinary activities before taxation multiplied by standard rate
of UK corporation tax of 25% (2024: 25%)
42,545
109,232
Effects of:
Non-deductible expenses
57,384
30,989
Over-provision in the previous year
(3,113)
-
Other adjustments
(84,795)
-
(30,524)
30,989
Total tax charge
12,021
140,221
The Group has estimated losses of £375,762 (2024: £375,762) available to carry forward against future trading
profits. Losses totalling £375,762 are in Aeorema Communications plc and can not be group relieved. As Aeorema
Communications plc is not currently making taxable profits, as all trading is undertaken by its subsidiaries
Aeorema Limited, Eventful Limited and Cheerful Twentyfirst, Inc., therefore no deferred tax asset has been
recognised in respect of this amount as the directors do have sufficient expectation that the losses can be utilised
in the foreseeable future.
Notes to the Consolidated Financial Statements
For the 18 month period ended 31 December 2025 continued
46
Aeorema Communications plc
8
Deferred taxation
Group
As at
31 December 2025
£
As at
30 June 2024
£
Property, plant and equipment temporary differences
(56,310)
(85,303)
Temporary differences
95,119
59,613
38,809
(25,690)
At 1 July 2024
(25,690)
14,844
Transfer to Statement of Comprehensive Income
64,499
(40,534)
At 31 December 2025
38,809
(25,690)
9
Profit attributable to members of the parent company
As permitted by section 408 of the Companies Act 2006, the parent Company’s Statement of Comprehensive
Income has not been included in these financial statements. The profit for the financial period of the holding
company was £427,728 (2024: £377,703).
10
Earnings per ordinary share
Basic earnings per share are calculated by dividing the profit or loss attributable to owners of the parent by the
weighted average number of ordinary shares outstanding during the year.
Diluted earnings per share are calculated by dividing the profit or loss attributable to owners of the parent by
the weighted average number of ordinary shares outstanding during the year plus the weighted average number
of ordinary shares that would have been issued on the conversion of all dilutive potential ordinary shares into
ordinary shares.
The following reflects the income and share data used and dilutive earnings per share computations:
18 Months Ended
31 December 2025
£
12 Months Ended
30 June 2024
£
Basic earnings per share
Profit for the year attributable to owners of the Company
180,202
296,707
Basic weighted average number of shares
9,649,944
9,538,000
Dilutive potential ordinary shares
144,278
217,000
Diluted weighted average number of shares
9,794,222
9,755,000
Weighted average number of shares that would have
been issued at average market price
1,781,000
1,493,000
Notes to the Consolidated Financial Statements
For the 18 month period ended 31 December 2025 continued
47
11
Intangible fixed assets
Group
Goodwill
£
Intellectual Property
£
Total
£
Cost
At 30 June 2023
2,927,486
10,000
2,937,486
At 30 June 2024
2,927,486
10,000
2,937,486
At 31 December 2025
2,927,486
10,000
2,937,486
Impairments and amortisation
At 30 June 2023
2,363,138
7,917
2,371,055
Charge for the year
-
2,083
2,083
At 30 June 2024
2,363,138
10,000
2,373,138
Charge for the year
-
-
-
At 31 December 2025
2,363,138
10,000
2,373,138
Net book value
At 30 June 2023
564,348
2,083
566,431
At 30 June 2024
564,348
-
564,348
At 31 December 2025
564,348
-
564,348
Goodwill arose for the Group on consolidation of its subsidiaries, Aeorema Limited and Eventful Limited.
Impairment – Aeorema Limited and Eventful Limited
Goodwill arises on acquisition of a business combination and represents the difference between the fair value
of the consideration paid and the aggregate fair value of identifiable assets and liabilities acquired. Goodwill is
tested annually for impairment, goodwill is impaired when the value in use exceeds the net asset value of the
group’s cash generating units (CGUs). The CGUs represent Aeorema Limited and Eventful Limited, being the
lowest level within the group at which goodwill is monitored for internal management purposes.
The value in use has been calculated on a discounted cash flow basis using the 2026 budgeted figures as
approved by the Board of directors, extended in perpetuity to calculate the terminal value and discounted at a
rate of 10%. It is assumed that future growth will be 3% for venue sourcing activities and 2% for event production
activities. Using these assumptions, which are based on past experience and future expectations, the recoverable
amount of goodwill of £1,033,536 was determined to be higher than its carrying value, hence no impairment in
the year.
Notes to the Consolidated Financial Statements
For the 18 month period ended 31 December 2025 continued
48
Aeorema Communications plc
Sensitivity Analysis
If the assumptions used in the impairment review were changed to greater extent than as presented in the
following table, the changes would, in isolation, lead to impairment loss being recognised for 0% growth rate.
Aeorema Limited
2% Growth
£
0% Growth
£
Discount Rate
of 5%
£
Discount Rate
of 15%
£
Value in use calculations
780,601
(12,879,031)
436,728
838,657
Carrying amount in financial statements
365,154
365,154
365,154
365,154
Difference
415,447
(13,244,185)
71,574
473,503
Eventful Limited
3% Growth
£
0% Growth
£
Discount Rate
of 5%
£
Discount Rate
of 15%
£
Value in use calculations
252,935
(442,179)
536,602
149,147
Carrying amount in financial statements
199,194
199,194
199,194
199,194
Difference
53,741
(641,373)
337,408
(50,047)
Combined
2% Growth
£
0% Growth
£
Discount Rate
of 5%
£
Discount Rate
of 15%
£
Value in use calculations
1,033,536
(13,321,210)
973,330
987,804
Carrying amount in financial statements
564,348
564,348
564,348
564,348
Difference
469,188
(13,885,558)
408,982
423,456
Notes to the Consolidated Financial Statements
For the 18 month period ended 31 December 2025 continued
49
12
Property, plant and equipment
Group
Leasehold
improvements
£
Fixtures, fittings
and equipment
£
Total
£
Cost
At 30 June 2023
252,889
403,262
656,151
Additions
4,524
50,187
54,711
Disposals
-
(1,344)
(1,344)
At 30 June 2024
257,413
452,105
709,518
Additions
117,846
106,155
224,001
Disposals
-
(4,758)
(4,758)
At 31 December 2025
375,259
553,502
928,761
Depreciation
At 30 June 2023
36,178
191,464
227,642
Charge for the year
39,214
97,891
137,105
Eliminated on disposal
-
(56)
(56)
At 30 June 2024
75,392
289,299
364,691
Charge for the year
75,557
119,136
194,693
Eliminated on disposal
-
(2,137)
(2,137)
At 31 December 2025
150,949
406,298
557,247
Net book value
At 30 June 2023
216,711
211,798
428,509
At 30 June 2024
182,021
162,806
344,827
At 31 December 2025
224,310
147,204
371,514
Notes to the Consolidated Financial Statements
For the 18 month period ended 31 December 2025 continued
50
Aeorema Communications plc
13
Right-of-use assets
Group
Leasehold Property
£
Cost
At 30 June 2023
887,138
At 30 June 2024
887,138
At 31 December 2025
887,138
Depreciation
At 30 June 2023
190,152
Charge for the year
126,804
At 30 June 2024
316,956
Charge for the year
190,206
At 31 December 2025
507,162
Net book value
At 30 June 2023
696,986
At 30 June 2024
570,182
At 31 December 2025
379,976
The right-of-use asset is calculated on the assumption that the Group will remain in the premises for the duration
of the 7 year lease agreement. A discount rate of 5% was used to calculate the right-of-use asset. 5% was
considered an appropriate rate based on the Group’s incremental borrowing rate.
Notes to the Consolidated Financial Statements
For the 18 month period ended 31 December 2025 continued
51
14
Non-current assets - Investments
Company
Shares in subsidiary
£
Cost
At 30 June 2023
3,987,781
Increase in respect of share-based payments
69,434
At 30 June 2024
4,057,215
Increase in respect of share-based payments
95,929
At 31 December 2025
4,153,144
Provision
At 30 June 2023
2,694,213
At 30 June 2024
2,694,213
At 31 December 2025
2,694,213
Net book value
At 30 June 2023
1,293,568
At 30 June 2024
1,363,002
At 31 December 2025
1,458,931
Notes to the Consolidated Financial Statements
For the 18 month period ended 31 December 2025 continued
52
Aeorema Communications plc
Holdings of more than 20%
The Company holds more than 20% of the share capital of the following companies:
Subsidiary undertakings
Country of registration
or incorporation
Shares held
Profit / (loss) before
tax for the 18 month
period ended 31
December 2025
Net assets as at
31 December
2025
Class
%
£
£
Aeorema Limited
England and Wales
Ordinary
100
271,729
931,839
Eventful Limited
England and Wales
Ordinary
100
(25,587)
90,441
Twentyfirst Limited (Dormant)
England and Wales
Ordinary
100
-
1,362
Cheerful Twentyfirst, Inc.
United States of America
Ordinary
100
31,756
320,445
The registered address of Aeorema Limited, Eventful Limited and Twentyfirst Limited is 101 New Cavendish
Street, 1st Floor South, London, W1W 6XH. The registered address of Cheerful Twentyfirst, Inc. is 85 Broad Street,
Floor 16, New York, NY, 10004.
Cheerful Twentyfirst B.V. was liquidated on 1 September 2025. The loss on liquidation was £15,830.
Notes to the Consolidated Financial Statements
For the 18 month period ended 31 December 2025 continued
53
15
Trade and other receivables
Group
Company
As at 31 December
2025
£
As at 30 June
2024
£
As at 31 December
2025
£
As at 30 June
2024
£
Trade receivables
1,756,836
1,608,713
-
-
Related party receivables
-
-
640,737
811,427
Other receivables
447,580
413,560
68,155
5,951
Prepayments and accrued income
2,407,469
2,399,747
12,342
15,153
4,611,885
4,422,020
721,234
832,531
All trade and other receivables are expected to be recovered within 12 months of the end of the reporting period.
The fair value of trade and other receivables is the same as the carrying values shown above.
Trade and other receivables are assessed for impairment based upon the expected credit losses model. The
credit losses historically incurred have been immaterial and as such the risk profile of the trade receivables has
not been presented.
The Group has recognised a bad debt provision of £78,933.
Furthermore, at the year end, trade receivables of £151,965 (2024: £139,047) were past due but not impaired.
These amounts are still considered recoverable. The ageing of these trade receivables is as follows:
Group
As at 31 December
2025
£
As at 30 June
2024
£
Less than 90 days overdue
17,018
4,892
More than 90 days overdue
134,947
134,155
151,965
139,047
16
Cash at bank and in hand
Group
Company
As at 31 December
2025
£
As at 30 June
2024
£
As at 31 December
2025
£
As at 30 June
2024
£
Bank balances
2,189,580
3,119,353
97,488
117,816
2,189,580
3,119,353
97,488
117,816
Notes to the Consolidated Financial Statements
For the 18 month period ended 31 December 2025 continued
54
Aeorema Communications plc
17
Trade and other payables
Group
Company
As at 31 December
2025
£
As at 30 June
2024
£
As at 31 December
2025
£
As at 30 June
2024
£
Trade payables
416,078
2,127,981
8,582
27,203
Related party payables
-
-
67,355
67,355
Taxes and social security costs
409,359
3,316
-
-
Other payables
120,128
118,158
-
-
Accruals and deferred income
4,066,395
3,121,594
15,447
19,549
5,011,960
5,371,049
91,384
114,107
All trade and other payables are expected to be settled within 12 months of the end of the reporting period. The
fair value of trade and other payables is the same as the carrying values shown above.
18
Bank Loans
As at 31 December
2025
£
As at 30 June
2024
£
Bank Loan
Current
-
27,778
Non-current
-
-
-
27,778
On 15 October 2020 the company received a Floating Rate Basis Coronavirus Business Interruption Loan (CBIL) of
£250,000 from Barclays Bank UK PLC to cover the company’s working capital commitments during the COVID-19
pandemic. For the first twelve months interest on the loan is paid by the UK government, after this point interest
will be paid at a margin of 2.28%, in addition to monthly capital repayments of £6,944 to the final repayment date
of 15 October 2024.
The loan was repaid in full on 15 October 2024.
Notes to the Consolidated Financial Statements
For the 18 month period ended 31 December 2025 continued
55
19
Leases
The balance sheet shows the following amounts relating to leases:
Group
As at 31 December
2025
£
As at 30 June
2024
£
Right-of-use assets
Leasehold property
379,976
570,182
379,976
570,182
Group
As at 31 December
2025
£
As at 30 June
2024
£
Lease liabilities
Current
122,679
113,201
Non-current
319,055
500,814
441,734
614,015
Group
As at 31 December
2025
£
As at 30 June
2024
£
Maturity analysis – contractual undiscounted cash flows
Less than one year
142,000
142,000
One to five years
248,500
497,000
More than five years
-
-
390,500
639,000
Group
18 Months Ended
31 December 2025
£
12 Months Ended
30 June 2024
£
Interest on lease liabilities
40,719
34,264
40,719
34,264
Notes to the Consolidated Financial Statements
For the 18 month period ended 31 December 2025 continued
56
Aeorema Communications plc
20
Provisions
Group
Leasehold
dilapidations
£
Total
£
At 30 June 2023
48,500
48,500
Charged to statement of comprehensive income
9,000
9,000
At 30 June 2024
57,500
57,500
Charged to statement of comprehensive income
17,892
17,892
Released during the period
(35,000)
(35,000)
At 31 December 2025
40,392
40,392
Group
Leasehold
dilapidations
£
Total
£
Current
-
-
Non-current
40,392
40,392
40,392
40,392
Leasehold dilapidations relate to the estimated cost of returning a leasehold property to its original state at the
end of the lease in accordance with the lease terms. The main uncertainty relates to estimating the cost that will
be incurred at the end of the lease.
Notes to the Consolidated Financial Statements
For the 18 month period ended 31 December 2025 continued
57
21
Share capital
As at 31 December
2025
£
As at 30June
2024
£
Authorised
28,000,000 Ordinary shares of 12.5p each
3,500,000
3,500,000
Allotted, called up and fully paid
Number
Ordinary shares
£
At 30 June 2023
9,538,000
1,192,250
At 30 June 2024
9,538,000
1,192,250
Shares issued during the year
155,000
19,375
At 31 December 2025
9,693,000
1,211,625
Following the reporting date, Aeorema Communications plc acquired 257,500 of its own ordinary shares at prices
between 60 pence and 68.5 pence per share, for an aggregate consideration of £164,018, during the period from
January to March 2026. The shares were initially classified as treasury shares and were subsequently cancelled
on 7 April 2026.
Holders of these shares are entitled to dividends as declared from time to time and are entitled to one vote per
share at general meetings of the company.
See note 24 for details of share options outstanding.
Notes to the Consolidated Financial Statements
For the 18 month period ended 31 December 2025 continued
58
Aeorema Communications plc
The share options held by directors who served during the year are summarised below:
Name
Grant date
Number awarded
Exercise price
Earliest exercise
date
Expiry date
S Quah
22 August 2018
145,000
29.00p
17 November 2020
22 August 2028
A Harvey
22 August 2018
300,000
29.00p
17 November 2020
22 August 2028
S Quah
29 April 2021
100,000
31.00p
5 November 2023
29 April 2031
A Harvey
29 April 2021
100,000
31.00p
5 November 2023
29 April 2031
S Quah
29 April 2021
100,000
50.00p
5 November 2023
29 April 2031
A Harvey
29 April 2021
100,000
50.00p
5 November 2023
29 April 2031
S Quah
29 April 2021
100,000
70.00p
5 November 2023
29 April 2031
A Harvey
29 April 2021
100,000
70.00p
5 November 2023
29 April 2031
S Quah
7 February 2025
200,000
12.50p
7 February 2027
7 February 2035
A Harvey
7 February 2025
50,000
12.50p
7 February 2027
7 February 2035
Fees for S Haffner are charged by Harris & Trotter LLP, a firm in which he is a member (see note 25).
22
Directors’ emoluments
The remuneration of directors of the Company is set out below.
Salary, fees, bonuses and
benefits in kind
Pensions
Total
18 Months
Ended 31
December 2025
£
12 Months
Ended 30
June 2024
£
18 Months
Ended 31
December 2025
£
12 Months
Ended 30
June 2024
£
18 Months
Ended 31
December 2025
£
12 Months
Ended 30
June 2024
£
M Hale
-
-
-
-
-
-
S Haffner
10,000
20,000
-
-
10,000
20,000
R Owen
30,000
20,000
-
-
30,000
20,000
S Quah
337,252
243,231
15,000
10,000
352,252
253,231
A Harvey
237,459
179,487
12,000
8,000
249,459
187,487
H Luffman
8,333
20,000
-
-
8,333
20,000
A Charlton
21,667
-
-
-
21,667
-
644,711
482,718
27,000
18,000
671,711
500,718
During the year M Hale waived his right to fees of £30,000 (2024: £20,000)
Notes to the Consolidated Financial Statements
For the 18 month period ended 31 December 2025 continued
59
23
Employee information
The average monthly number of employees (including directors) employed by the Group during the year was:
Group
Company
Number of employees
2025
Number
2024
Number
2025
Number
2024
Number
Administration and production
58
74
5
5
The aggregate payroll costs of these employees charged in the Statement of Comprehensive Income
was as follows:
Group
Company
Employment costs
18 Months Ended
31 December 2025
£
12 Months Ended
30 June 2024
£
18 Months Ended
31 December 2025
£
12 Months Ended
30 June 2024
£
Wages and salaries
5,843,347
4,272,587
70,000
60,000
Social security costs
692,458
524,751
-
-
Pension costs
181,026
170,600
-
-
Share-based payments
95,817
69,434
-
-
6,812,648
5,037,372
70,000
60,000
Notes to the Consolidated Financial Statements
For the 18 month period ended 31 December 2025 continued
60
24
Share-based payments
The Group operates an EMI share option scheme for key employees. Options are granted to key employees at
an exercise price equal to the market price of the Company’s shares at the date of grant. Options are exercisable
from the third anniversary of the date of grant and lapse if they remain unexercised at the tenth anniversary or
upon cessation of employment. The following option arrangements exist over the Company’s shares:
Exercise period
Number of
options 2025
Number of
options 2024
Date of grant
Exercise price
From
To
22 August 2018
29.0p
17 November 2020
22 August 2028
445,000
600,000
14 June 2019
26.0p
14 June 2022
14 June 2029
120,000
120,000
29 April 2021
31.0p
5 November 2023
29 April 2031
200,000
200,000
29 April 2021
50.0p
5 November 2023
29 April 2031
200,000
200,000
29 April 2021
70.0p
5 November 2023
29 April 2031
200,000
200,000
23 May 2022
60.0p
23 May 2025
23 May 2032
100,000
100,000
19 October 2022
71.0p
19 October 2025
19 October 2032
110,000
110,000
11 October 2023
78.5p
11 October 2026
11 October 2033
100,000
240,000
12 September 2024
57.5p
1 August 2026
12 September 2034
40,000
-
12 September 2024
57.5p
1 February 2027
12 September 2034
40,000
-
7 February 2025
12.5p
7 February 2027
7 February 2035
250,000
-
31 July 2025
56.0p
1 October 2027
31 July 2035
130,000
-
1,935,000
1,770,000
Details of the number of share options and the weighted average exercise price outstanding during the year are
as follows:
Number of
options
2025
Weighted average
exercise price
2025
£
Number of
options
2024
Weighted average
exercise price
2024
£
Outstanding at beginning of the year
1,770,000
0.41
1,530,000
0.48
Granted during the year
460,000
0.42
240,000
0.79
Cancelled during the year
(140,000)
(0.79)
-
-
Exercised during the year
(155,000)
(0.29)
-
-
Outstanding at end of the year
1,935,000
0.49
1,770,000
0.52
Exercisable at the end of the year
1,215,000
0.30
1,320,000
0.41
The exercise price of options outstanding at the year-end was £0.492 (2024: £0.519) and their weighted average
contractual life was 5.8 years (2024: 6.3 years).
Notes to the Consolidated Financial Statements
For the 18 month period ended 31 December 2025 continued
61
Equity-settled share-based payments are measured at fair value at the date of grant. The fair value as determined
at the grant date of equity-settled share-based payments is expensed on a straight line basis over the vesting
period, based on the Group’s estimate of shares that will eventually vest. The estimated fair value of the options
is measured using an option pricing model. The inputs into the model are as follows:
Grant date
22 August 2018
Model used
Black-Scholes
Share price at grant date
29.0p
Exercise price
29.0p
Contractual life
10 years
Risk free rate
0.75%
Expected volatility
40.33%
Expected dividend rate
0.00%
Fair value option
14.800p
Grant date
14 June 2019
Model used
Black-Scholes
Share price at grant date
26.0p
Exercise price
26.0p
Contractual life
10 years
Risk free rate
0.75%
Expected volatility
40.33%
Expected dividend rate
0.00%
Fair value option
12.894p
Grant date
29 April 2021
Model used
Black-Scholes
Share price at grant date
30.5p
Exercise price
31.0p
Contractual life
10 years
Risk free rate
0.84%
Expected volatility
153.96%
Expected dividend rate
0.00%
Fair value option
30.060p
Notes to the Consolidated Financial Statements
For the 18 month period ended 31 December 2025 continued
62
Aeorema Communications plc
Grant date
29 April 2021
Model used
Black-Scholes
Share price at grant date
30.5p
Exercise price
50.0p
Contractual life
10 years
Risk free rate
0.84%
Expected volatility
153.96%
Expected dividend rate
0.00%
Fair value option
29.943p
Grant date
29 April 2021
Model used
Black-Scholes
Share price at grant date
30.5p
Exercise price
70.0p
Contractual life
10 years
Risk free rate
0.84%
Expected volatility
153.96%
Expected dividend rate
0.00%
Fair value option
29.845p
Grant date
23 May 2022
Model used
Black-Scholes
Share price at grant date
60.0p
Exercise price
60.0p
Contractual life
10 years
Risk free rate
2.31%
Expected volatility
175.63%
Expected dividend rate
0.00%
Fair value option
59.707p
Notes to the Consolidated Financial Statements
For the 18 month period ended 31 December 2025 continued
63
Grant date
19 October 2022
Model used
Black-Scholes
Share price at grant date
71.0p
Exercise price
71.0p
Contractual life
10 years
Risk free rate
3.87%
Expected volatility
177.03%
Expected dividend rate
0%
Fair value option
26.581p
Grant date
11 October 2023
Model used
Black-Scholes
Share price at grant date
78.5p
Exercise price
78.5p
Contractual life
10 years
Risk free rate
4.33%
Expected volatility
146.09%
Expected dividend rate
3.00%
Fair value option
77.184p
Grant date
12 September 2024
Model used
Black-Scholes
Share price at grant date
57.5p
Exercise price
57.5p
Contractual life
10 years
Risk free rate
3.78%
Expected volatility
128.82%
Expected dividend rate
3.00%
Fair value option
55.523p
Notes to the Consolidated Financial Statements
For the 18 month period ended 31 December 2025 continued
64
Aeorema Communications plc
Grant date
7 February 2025
Model used
Black-Scholes
Share price at grant date
48.5p
Exercise price
12.5p
Contractual life
10 years
Risk free rate
4.48%
Expected volatility
123.88%
Expected dividend rate
3.00%
Fair value option
47.587p
Grant date
31 July 2025
Model used
Black-Scholes
Share price at grant date
56.0p
Exercise price
56.0p
Contractual life
10 years
Risk free rate
4.57%
Expected volatility
123.76%
Expected dividend rate
3.00%
Fair value option
51.923p
The expected volatility is determined by calculating the historical volatility of the parent company’s share price.
For the share options issued prior to the year ended 30 June 2021 the historical volatility of the parent company’s
share price is calculated over the last three years. For share options issued after 1 July 2021 the historical
volatility is calculated over the last 10 years. The method used to determine the historical volatility of the parent
company’s share price changed in the prior year as a consequence of the COVID-19 pandemic. The impact of
the COVID-19 pandemic on the parent company’s share price was significant and not considered an appropriate
measure of the parent company’s share price volatility. The extension of the period to 10 years was considered
appropriate. The risk free-rate is based on the yield from gilt strip government bonds with a similar life to the
expected life of the options.
The Group recognised the following charges in the Statement of Comprehensive Income in respect of its share-
based payment plans:
18 Months Ended
31 December 2025
£
12 Months Ended
30 June 2024
£
Share-based payment charge
95,929
69,434
Notes to the Consolidated Financial Statements
For the 18 month period ended 31 December 2025 continued
65
25
Related party transactions
The Group has a related party relationship with its subsidiaries and its key management personnel (including
directors). Details of transactions between the Company and its subsidiaries are as follows:
As at 31 December
2025
£
As at 30 June
2024
£
Amounts owed by subsidiaries
Total amount owed by subsidiaries
640,737
811,427
Amounts owed to subsidiaries
Total amount owed to subsidiaries
67,355
67,355
Compensation of key management
The compensation of key management (including directors) of the Group is as follows:
18 Months Ended
31 December 2025
£
12 Months Ended
30 June 2024
£
Short-term employee benefits
644,711
482,718
Post-employment benefits
27,000
18,000
671,711
500,718
Notes to the Consolidated Financial Statements
For the 18 month period ended 31 December 2025 continued
66
Aeorema Communications plc
The share options held by directors of the Company are disclosed in note 24. During the year, a charge of £37,304
(2024: £17,501) was recognised in the Consolidated Statement of Comprehensive Income in respect of these
share options.
At the period end £10,000 (2024: £10,000) was outstanding from S Quah.
Harris and Trotter LLP is a firm in which S Haffner (resigned as a director on 21 January 2025) is a member. The
amounts charged to the Group for professional services are as follows:
Harris and Trotter LLP – charged during the year
18 Months Ended
31 December 2025
£
12 Months Ended
30 June 2024
£
Aeorema Communications plc
10,000
20,000
Aeorema Limited
14,158
14,400
24,158
34,400
At the period end, the Group had no outstanding trade payable balance to Harris and Trotter LLP.
26
Cash flows
Group
18 Months Ended
31 December 2025
£
12 Months Ended
30 June 2024
£
Cash flows from operating activities
Profit before taxation
170,181
436,928
Depreciation of property, plant and equipment
194,693
137,105
Depreciation of right-of-use assets
190,206
126,804
Amortisation of intangible fixed assets
-
2,083
Loss on disposal of fixed assets
2,621
1,288
Share-based payment expense
95,929
69,434
Finance income
(77,878)
(35,967)
Interest on lease liabilities
40,719
34,264
Exchange rate differences on translation
88,549
(88,632)
705,020
683,307
(Decrease) / increase in trade and other payables
(376,196)
1,497,111
(Increase) in trade and other receivables
(189,866)
(919,497)
Taxation paid
(145,200)
(55,451)
Cash generated from operating activities
(6,242)
1,205,470
Notes to the Consolidated Financial Statements
For the 18 month period ended 31 December 2025 continued
67
27
Financial instruments
Financial instruments recognised in the consolidated statement of financial position
All financial instruments are recognised initially at their transaction cost and subsequently measured at
amortised cost.
Group
Company
As at 31 December
2025
£
As at 30 June
2024
£
As at 31 December
2025
£
As at 30 June
2024
£
Financial Assets
Trade and other receivables
2,522,232
3,694,354
640,737
811,428
Cash and cash equivalents
2,189,580
3,119,353
97,488
117,816
Investments in subsidiaries
-
-
1,458,931
1,363,002
Total
4,711,812
6,813,707
2,197,156
2,292,246
Financial Liabilities
Trade and other payables
536,207
2,273,917
75,936
94,557
Accruals
265,674
1,621,048
15,447
19,550
Total
801,881
3,894,965
91,383
114,107
The Group is exposed to risks that arise from its use of financial instruments. There have been no significant
changes in the Group’s exposure to financial instrument risk, its objectives, policies and processes for managing
those from previous periods. The principal financial instruments used by the Group, from which financial
instrument risk arises, are trade receivables, cash and cash equivalents and trade and other payables.
Credit risk
Credit risk arises principally from the Group’s trade receivables. It is the risk that the counterparty fails to
discharge its obligation in respect of the instrument. The maximum exposure to credit risk at 31 December 2025
was £1,756,836 (2024: £1,608,713). Trade receivables are managed by policies concerning the credit offered to
customers and the regular monitoring of amounts outstanding for both time and credit limits. The credit risk
associated with trade receivables is minimal as invoices are based on contractual agreements with long-standing
customers. Credit losses historically incurred by the Group have consequently been immaterial.
Liquidity risk
Liquidity risk arises from the Group’s management of working capital. It is the risk that the Group will encounter
difficulty in meeting its financial obligations as they fall due. The Group’s policy is to meet its liabilities when
they fall due. The Group monitors cash flow on a regular basis. At the period end, the Group has sufficient liquid
resources to meet its obligations of £1,237,491 (2024: £3,989,476). Management prepared cashflow forecasts and
have performed sensitivity analysis on these forecasts. Management have not identified any anticipated liquidity
issues on the Group’s ability to pay debts as they fall due.
Market risk
Market risk arises from the Group’s use of interest bearing financial instruments. It is the risk that the fair value of
future cash flows of a financial instrument will fluctuate. At the period end, the cash and cash equivalents of the
Group net of bank overdrafts was £2,189,580 (2024: £3,119,353). The Group ensures that its cash deposits earn
interest at a reasonable rate.
Notes to the Consolidated Financial Statements
For the 18 month period ended 31 December 2025 continued
68
Aeorema Communications plc
Foreign exchange risk
The Group has trade in other foreign currencies, mainly USD and EUR, and therefore has trade receivable,
payables and cash holdings in these foreign currencies and is subject to risk of movement in these foreign
exchange currencies. The Group mitigates this through natural hedging, matching receipts and payments in
these currencies.
Capital risk
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern
while maximising the return to stakeholders. The capital structure of the Group consists of equity attributable to
equity holders of the parent, comprising issued share capital, reserves and retained earnings as disclosed in the
Consolidated Statement of Changes in Equity. At the period end, total equity was £2,635,775 (2024: £2,805,725).
28
Pension costs defined contribution
The Group makes pre-defined contributions to employees’ personal pension plans. Contributions payable by the
Group for the period were £182,928 (2024: £170,429). At the end of the reporting period £43,117 (2024: £8,779) of
contributions were due in respect of the period.
29
Dividends
In the 18 month period ended 31 December 2025 the Company paid an interim dividend of 3 pence per share
totalling £290,790.
The directors propose that a final dividend of 1 pence per share (2024: 3 pence) be paid to shareholders on 10
July 2026. The dividends are subject to approval by shareholders at the Annual General Meeting and have not
been included as liabilities in these consolidated financial statements. The proposed dividends are payable to
all shareholders on the Register of Members on 19 June 2026. The total estimated dividend to be paid is £94,355.
The payment of this dividend will not have any tax consequences for the Group.
30
Contingent liability
Company
The Company is a member of a group VAT registration with all other companies in the Aeorema Communications
group and, under the terms of the registration, is jointly and severally liable for the VAT payable by all members of
the group. At 31 December 2025 the Company had no potential liability under the terms of the registration.
Notes to the Consolidated Financial Statements
For the 18 month period ended 31 December 2025 continued
69
Directors
M Hale
(Non-Executive Chairman)
R Owen
(Non-Executive Director)
A Charlton
(Non-Executive Director)
S Quah
(Chief Executive Officer)
A Harvey
(Managing Director)
Secretary
J Blackwell
Company number
04314540
Registered office
101 New Cavendish Street
1st Floor South London
W1W 6XH
Financial advisers
Harris & Trotter LLP
101 New Cavendish Street
1st Floor South London
W1W 6XH
Nominated adviser
and broker
Allenby Capital Limited
5 St. Helens Place
London
EC3A 6AB
Auditors
Hazlewoods LLP
Staverton Court
Staverton
GL50 0UX
Solicitors
Howard Kennedy LLP
No. 1 London Bridge
London
SE1 9BG
Bankers
Barclays Bank plc
P O Box 32106
London
NW1 2ZH
Registrar
MUFG Corporate Markets
Central Square
29 Wellington Street
Leeds
LS1 4DL
Company Information
70
2
Director Profiles
Director Profiles
Richard Owen
Richard Owen was formerly Executive Chairman of AIM listed Insig Ai (INSG) Plc and
an Executive Director of its subsidiary Pantheon Leisure Plc. Richard has extensive
involvement and experience in corporate and strategic planning, acquisitions
and finance. Richard holds various other private company directorships.
Alan Charlton
With a career in finance spanning over 30 years, Alan Charlton has held a
series of senior leadership roles, including Finance Director at the Austin Reed
Group, Finance and Commercial Director at Burton and Dorothy Perkins, and
Group Commercial Director at the Arcadia Group. A qualified accountant,
Alan brings a wealth of expertise in shaping business strategy, enhancing
operational performance, executing cost-saving initiatives, managing
complex mergers and acquisitions, and delivering shareholder value.
Steve Quah
Steve Quah (CEO) is the driving creative force behind Aeorema Communications,
the parent group of the multi-award-winning creative agency Cheerful Twentyfirst
and boutique event agency Eventful. A true veteran of the global experiential
and communications landscape, Steve brings over 30 years of expertise in
theatrical production and large-scale corporate storytelling to the helm of the
Group. Under his direction, Aeorema has transformed into a global powerhouse
and achieved unprecedented success, including; named 2026 Experiential
Agency of the Year and seven consecutive Creative Team of the Year titles,
the delivery of landmark activations like Stagwell SPORT BEACH at Cannes
Lions, alongside seamless cross-border operations between London and New
York. By blending deep behavioural insight with a hands-on approach, Steve
ensures that people and purpose remain the heart of Aeorema’s world-class
output, consistently redefining how brands connect with global audiences.
Aeorema Communications plc
2026
Mike Hale
Mike Hale has spent most of his career in the marketing and advertising
sectors. His roles have included Chairman and CEO of Young and Rubicam
Australia, Chairman and CEO of FCB Australia and Board Director of Saatchi
and Saatchi UK. He also established his own eponymous agency which he
built into one of Australia’s leading independent agencies and which he sold.
He has also been involved with business and strategic planning for major
Australian and international companies including British Airways, Unilever,
Epson, Toshiba, NRMA and BMW. His extensive marketing and advertising
experience with blue-chip companies, both in the UK and Australia, will
be highly beneficial to the Company’s plans for growth and expansion.
Andrew Harvey
Andrew Harvey is the Managing Director of Cheerful Twentyfirst, where
he leverages over 25 years of industry mastery to lead the global team,
coordinate the operations of the business and push the boundaries of live
event experiences. Andrew oversees the agency’s full operational ecosystem,
ensuring that every client touchpoint reflects best-in-class creativity and
precision. In addition to his position on the leadership team, Andrew is
specialist at the intersection of branded content, interactive media, and live
events. Andrew has produced award-winning work for a roster of world-class
brands, including Mars Wrigley, Nokia, Oliver Wyman, and White & Case,
proving that at the heart of every successful project is a human-centric story.
71
72
NOTICE IS HEREBY GIVEN that the Annual General Meeting
of Aeorema Communications plc will be held at the offices
of Aeorema Communications plc, 87 New Cavendish Street,
London W1W 6XD on 9 June 2026 at 10.00 a.m. for the
transaction of the following business:
As Ordinary Business to consider and, if thought fit,
pass the following resolutions which will be proposed as
Ordinary Resolutions: :
1.
To receive and adopt the report of the directors of the
Company and the audited accounts for the Company
for the 18 month period ended 31 December 2025.
2.
To re-appoint Alan Charlton as a Director of the
Company, who retires in accordance with Article 22.2 of
the Company’s Articles of Association.
3.
To re-appoint Andrew Harvey as a Director of the
Company, who retires in accordance with Article 22.5 of
the Company’s Articles of Association.
4.
To re-appoint Hazlewoods LLP as auditors of the
Company and to authorise the Directors to fix their
remuneration.
5.
To declare a final dividend on the ordinary shares of
12.5 pence each in the capital of the Company for the
18 month period ended 31 December 2025 of 1 pence
per ordinary share.
As Special Business to consider and, if thought fit, pass the
following resolutions of which Resolution 6 will be proposed
as an Ordinary Resolution and Resolutions 7 and 8 will be
proposed as Special Resolutions:
6.
That the directors of the Company (the “Directors”) be
generally and unconditionally authorised pursuant to
and in accordance with section 551 of the Companies
Act 2006 (the “Act”) to exercise all the powers of
the Company to allot shares in the Company and/
or to grant rights to subscribe for, or to convert any
security into, shares in the Company (“Rights”) up to a
maximum nominal amount of £393,932.125, provided
that this authority shall expire at the end of the next
annual general meeting of the Company to be held
after the date of the passing of this Resolution or, if
earlier, fifteen months from the date of the passing of
this Resolution save that the Company may prior to
the expiry of such period make any offer or agreement
which would or might require shares to be allotted or
Rights to be granted after such expiry and the Directors
shall be entitled to allot shares in the Company and to
grant Rights pursuant to any such offer or agreement as
if this authority had not expired.
7.
That, subject to the passing of Resolution 6 set out
above, the Directors be empowered pursuant to section
570 of the Act to allot equity securities (within the
meaning of section 560 of the Act) for cash pursuant to
the authority conferred on them by Resolution 6 above,
as if section 561(1) of the Act did not apply to such
allotment provided this power shall be limited to:
(i) the allotment of equity securities in connection
with a rights issue, open offer or other offer of
equity securities open for acceptance for a period
fixed by the Directors to holders of equity securities
on the register on a fixed record date where the
equity securities respectively attributable to the
interests of such holders are proportionate (as
nearly as may be practicable) to their respective
holdings of such equity securities or in accordance
with the rights attached thereto (but subject to
such exclusions or other arrangements as the
Directors may deem necessary or expedient in
relation to treasury shares, fractional entitlements
or legal or practical problems under the laws of, or
the requirements of any recognised body or stock
exchange in, any territory or by virtue of shares
being represented by depositary receipts or any
other matter); and
(ii) the allotment to any person or persons (otherwise
than pursuant to sub-paragraph (i) of this
Resolution above) of equity securities up to
an aggregate nominal amount of £117,943.75,
provided that the power given by this Resolution
shall expire at the end of the next annual general
meeting of the Company to be held after the
date of the passing of this Resolution or, if earlier,
fifteen months from the date of the passing of this
Resolution, save that the Directors shall be entitled
to make offers or agreements before the expiry of
such power which would or might require equity
securities to be allotted after such expiry and the
Directors shall be entitled to allot equity securities
pursuant to any such offers or agreements as if the
power conferred hereby had not expired.
Notice of Annual General Meeting
Aeorema Communications plc (Incorporated and registered in England and Wales with company number 04314540)
73
Aeorema Communications plc
8.
That the Company be and is hereby generally and
unconditionally authorised in accordance with Section
701 of the Act to make market purchases (within the
meaning of Section 693(4) of the Act) on the AIM Market
of the London Stock Exchange plc of ordinary shares
of 12.5 pence each in the capital of the Company
(“Ordinary Shares”) provided thatt:
(i) the maximum number of Ordinary Shares hereby
authorised to be purchased is 943,550 Ordinary
Shares;
(ii) the minimum price (exclusive of expenses) which
may be paid for an Ordinary Share is 1 pence;
(iii) the maximum price (exclusive of expenses)
which shall be paid for an Ordinary Share shall
be an amount equal to 105 per cent. of the
average middle market quotations taken from
the AIM Appendix to the Daily Official List of the
London Stock Exchange for the five business days
immediately preceding the day on which the
Ordinary Share is contracted to be purchased;
(iv) unless renewed the authority hereby conferred
shall expire on the earlier of the Company’s Annual
General Meeting in 2027 or eighteen months from
the passing of this Resolution unless such authority
is renewed, varied or revoked prior to such time;
and
(v) the Company may make a contract or contracts
to purchase Ordinary Shares under the authority
hereby conferred prior to the expiry of such
authority which will or may be executed wholly or
partly after the expiry of such authority and may
make a purchase of Ordinary Shares in pursuance
of any such contract or contracts.
By order of the Board
Jamie Blackwell
Company Secretary
Registered Office:
101 New Cavendish Street, 1st Floor South,
London W1W 6XH
Dated: 18 May 2026
Notice of Annual General Meeting
Aeorema Communications plc (Incorporated and registered in England and Wales with company number 04314540)
74
(1) A member entitled to attend and vote at the above-
mentioned annual general meeting (the “Meeting”) is
entitled to appoint a proxy or proxies to exercise any or
all of his rights to attend, speak and vote at the Meeting
instead of him. All members are entitled to attend and
vote at the Meeting, whether or not they have returned
a form of proxy.
(2) Please note that a hard copy form of proxy is not
included with this notice.
You can vote either:
▶ by logging on to https://uk.investorcentre.mpms.
mufg.com/ and following the instructions (Please
refer to note 3 for additional information).
▶ you may request a hard copy form of proxy directly
from the registrars, MUFG Corporate Markets, via
email at shareholderenquiries@cm.mpms.mufg.
com or on Tel: 0371 664 0300 Calls are charged
at the standard geographic rate and will vary by
provider. Calls outside the United Kingdom will be
charged at the applicable international rate. We
are open between 09:00 - 17:30, Monday to Friday
excluding public holidays in England and Wales.
▶ in the case of CREST members, by utilising the
CREST electronic proxy appointment service in
accordance with the procedures set out below.
▶ If you are an institutional investor you may also
be able to appoint a proxy electronically via
the Proxymity platform, a process which has
been agreed by the Company and approved by
the Registrar. For further information regarding
Proxymity, please go to www.proxymity.io.
The instrument appointing a proxy must reach the
Company’s registrars, MUFG Corporate Markets, PXS 1,
Central Square, 29 Wellington Street, Leeds, LS1 4DL
not less than 48 hours before the time of holding of the
Meeting or adjourned meeting (excluding any part of a
day that is not a working day).
(3) Investor Centre is a free app for smartphone and tablet
provided by MUFG Corporate Markets (the company’s
registrar). It allows you to securely manage and monitor
your shareholdings in real time, take part in online
voting, keep your details up to date, access a range
of information including payment history and much
more.
The app is available to download on both the Apple
App Store and Google Play, or by scanning the
relevant QR code below. Alternatively, you may access
the Investor Centre via a web browser at: https://
uk.investorcentre.mpms.mufg.com/.
(4) CREST members who wish to appoint a proxy
or proxies through the CREST electronic proxy
appointment service may do so for the Meeting
(and any adjournment of the Meeting) by using the
procedures described in the CREST Manual (available
from . CREST Personal Members or other CREST
sponsored members, and those CREST members who
have appointed a service provider(s), should refer to
their CREST sponsor or voting service provider(s), who
will be able to take the appropriate action on their
behalf.
In order for a proxy appointment or instruction made
by means of CREST to be valid, the appropriate CREST
message (a ‘CREST Proxy Instruction’) must be properly
authenticated in accordance with Euroclear UK &
International Limited (“Euroclear”) specifications
and must contain the information required for such
instructions, as described in the CREST Manual. The
message must be transmitted so as to be received by
the issuer’s agent (ID RA10) (not less than 48 hours
before the time of the Meeting or adjourned meeting
(excluding any part of a day that is not a working day).
For this purpose, the time of receipt will be taken
to mean the time (as determined by the timestamp
applied to the message by the CREST application host)
from which the issuer’s agent is able to retrieve the
message by enquiry to CREST in the manner prescribed
by CREST. After this time, any change of instructions
to proxies appointed through CREST should be
communicated to the appointee through other means.
Notes
75
Aeorema Communications plc
CREST members and, where applicable, their CREST
sponsors or voting service providers should note that
Euroclear does not make available special procedures
in CREST for any particular message. Normal system
timings and limitations will, therefore, apply in relation
to the input of CREST Proxy Instructions. It is the
responsibility of the CREST member concerned to
take (or, if the CREST member is a CREST personal
member, or sponsored member, or has appointed a
voting service provider(s), to procure that his CREST
sponsor or voting service provider(s) take(s)) such
action as shall be necessary to ensure that a message
is transmitted by means of the CREST system by any
particular time. In this connection, CREST members
and, where applicable, their CREST sponsors or voting
system providers are referred, in particular, to those
sections of the CREST Manual concerning practical
limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy
Instruction in the circumstances set out in Regulation
35(5)(a) of the Uncertificated Securities Regulations
2001.
Proxymity Voting - if you are an institutional investor
you may also be able to appoint a proxy electronically
via the Proxymity platform, a process which has been
agreed by the Company and approved by the Registrar.
For further information regarding Proxymity, please go
to www.proxymity.io. Your proxy must be lodged by
11.00 a.m. on 5 June 2026 in order to be considered
valid or, if the meeting is adjourned, by the time which
is 48 hours before the time of the adjourned meeting.
Before you can appoint a proxy via this process you
will need to have agreed to Proxymity’s associated
terms and conditions. It is important that you read
these carefully as you will be bound by them and they
will govern the electronic appointment of your proxy.
An electronic proxy appointment via the Proxymity
platform may be revoked completely by sending an
authenticated message via the platform instructing the
removal of your proxy vote.
(5) Unless otherwise indicated on the Form of Proxy,
CREST voting, Proxymity or any other electronic voting
channel instruction, the proxy will vote as they think fit
or, at their discretion, withhold from voting.
(6) Pursuant to Regulation 41 of The Uncertificated
Securities Regulations 2001, the Company specifies
that only those members of the Company on the
register at close of business on the date which is
two business days before the date of the time set for
the Meeting shall be entitled to attend or vote at the
Meeting in respect of the number of shares registered
in their name at the time. Changes to the register
of members after that time will be disregarded in
determining the rights of any person to attend or vote
at the Meeting.
(7) A copy of the register of Directors’ interests in shares
in the Company and copies of the Directors’ service
contracts of more than one year’s duration will be
available for inspection at the registered office of the
Company during office hours only on any weekday
(excluding Saturdays, Sundays and public holidays)
from the date of this notice until the date of the
Meeting and at the place of the Meeting for at least 15
minutes prior to and during the Meeting.
Notes
For the 18 month period ended 31 December 2025 continued
76
Explanatory Notes to the
Notice of Annual General Meeting
This year, eight Resolutions are proposed at the Annual
General Meeting and the purpose of each of the Resolutions
is as follows:
Ordinary Business
Resolution 1: The Accounts and Reports
The directors of the Company (the “Directors”) will present
their report and the audited financial statements for 18
month period ended 31 December 2025, together with the
auditors’ report thereon.
Resolutions 2: Re-election of retiring director
The existing articles of association of the Company (the
“Articles”) require that a director who is appointed by the
board of directors shall retire at the next annual general
meeting and shall be eligible for re-election ( but shall
not be taken into account in determining the number of
directors who are to retire by rotation at such meeting).
Alan Charlton was so appointed and offers himself for re-
appointment.
Resolution 3: Re-election of retiring directors
The Articles require that a proportion of the Directors are to
retire at each Annual General Meeting. Accordingly Andrew
Harvey is therefore retiring and offering themselves for re-
appointment.
Resolution 4: Appointment of Auditors
The Company is required to appoint auditors at each
Annual General Meeting at which accounts are laid before
shareholders, to hold office until the next such meeting.
This Resolution proposes that Hazlewoods LLP be re-
appointed as auditors for the current year and to authorise
the Directors to fix their remuneration.
Resolution 5: Approval of Declaration of Dividend
The Board is proposing a final dividend of 1 pence per
share, subject to shareholder approval at the AGM, to be
paid on 10 July 2026 to shareholders on the register on 19
June 2026. The ex-dividend date for the final dividend will
be 18 June 2026.
Special Business
Resolution 6: Directors’ power to allot securities
Section 549 of the Companies Act 2006 (the “Act”) stipulates
that the Directors cannot allot shares or rights to subscribe
for shares in the Company (other than the shares allotted
in accordance with an employee share scheme) unless
they are authorised to do so by the shareholders in a
general meeting. The Directors’ general authority to allot
shares was granted at the annual general meeting held in
2024 and expired on 12 March 2026. Resolution 6 seeks a
new general authority from shareholders for the Directors
to allot ordinary shares up to an aggregate nominal
value of £393,932.125 (being 3,151,475 ordinary shares),
representing approximately 33.4 per cent of the nominal
value of the issued ordinary share capital of the Company
as at the date of the notice. The Directors do not have any
present intention of exercising this authority, but they
consider it desirable that the specified amount of ordinary
shares be available for issue so that they can more readily
take advantage of possible opportunities. Unless renewed,
revoked, varied or extended, this authority will expire at
the earlier of the date which is 15 months from the passing
of this resolution and the conclusion of the next Annual
General Meeting of the Company.
77
Aeorema Communications plc
Resolution 7: Disapplication of pre-emption rights
If the Directors wish to allot any shares for cash in
accordance with the authority proposed in Resolution 6,
the Act requires that new shares must generally be offered
first to shareholders in proportion to their existing holdings.
These are the pre-emption rights of shareholders. In certain
circumstances, it may be in the interests of the Company
for the Directors to be able to allot some shares for cash
without having to offer them first to existing shareholders.
In line with common practice, Resolution 7 therefore seeks
approval for an authority to empower the Directors to allot
shares for cash other than in accordance with the statutory
pre-emption rights, in connection with a rights issue and
other pre-emptive offers and otherwise up to a maximum
nominal amount of £117,943.75 (being 943,550 ordinary
shares) representing approximately 10 percent of the
nominal value of the issued ordinary share capital of the
Company.
In addition, there are legal, regulatory and practical reasons
why it may not always be possible to issue new shares
under a rights issue to some shareholders, particularly those
resident outside the UK. To cater for this, this Resolution
also permits the Directors to make appropriate exclusions or
arrangements to deal with such difficulties.
Unless renewed, revoked, varied or extended, this authority
will expire at the earlier of the date which is 15 months from
the passing of this resolution and the conclusion of the next
Annual General Meeting of the Company.
Resolution 8 – Share buybacks
This resolution is to renew the authority for the Directors
to purchase the Company’s own ordinary shares, which
expires on 12 June 2026, under certain stringent conditions.
This resolution specifies the maximum number of
ordinary shares which may be acquired (being 943,550
ordinary shares which are approximately 10 percent of the
Company’s issued ordinary share capital as at 18 May 2026)
and the maximum and minimum prices at which shares
may be bought. The Directors do not have any present
intention of using the authority which will be used only
when the Directors consider that it would be in the best
interests of the shareholders generally and the effect would
be to enhance earnings per share. Shares purchased will be
cancelled or held as treasury shares as defined in section
724(5) of the Act.
At 18 May 2026, no treasury shares were held by the
Company.
Recommendation
The Directors believe that the proposals in Resolutions
1 to 8 are in the best interests of the Company and its
shareholders as a whole. Accordingly, the Directors
recommend that shareholders vote in favour of each
Resolution as they intend to do in respect of their own
beneficial shareholdings.
Explanatory Notes to the
Notice of Annual General Meeting
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