Vitec Group plc
Annual Report 2024

Enabling the 
capture and 
sharing of 
exceptional 
content
Annual Report  
and Accounts 2024

Capture.
Share.
Our purpose is to enable 
the capture and sharing  
of exceptional content.

01
Financial Statements
Corporate Governance
Strategic Report
We are a leading global 
provider of premium branded 
hardware products and 
software solutions to the 
content creation market.
Strategic Report
2024 financial summary
02 
Our global footprint
03
Understanding Videndum
04
Strategic review	

06
Market opportunity
07
Chairman’s review
08
Operational and financial review 
10
Key Performance Indicators
16
Principal risks and uncertainties
18
Our stakeholders
24
Responsible business
26
Task Force on Climate-related  
Financial Disclosures report (“TCFD”)
30
Non-Financial and Sustainability 
Information Statement
45
Corporate Governance
Compliance statement
46
Board of Directors
48
Leadership, purpose, values and culture
49
The role of the Board and Board governance
51
Section 172 statement
55
Board roles and the division of responsibilities
57
Composition, succession and evaluation
59
Nominations Committee report
60
Audit, risk and internal control
64
Audit Committee report
65
Remuneration report
69
Directors’ Remuneration Policy 
72
Annual Report on Remuneration
81
Directors’ report
97
Financial Statements
Independent auditors’ report
101
Introduction and table of contents
110
Primary statements
111
Section 1 – Basis of Preparation
116
Section 2 – Results for the Year
121
Section 3 – Operating Assets & Liabilities
136
Section 4 – Capital Structure
150
Section 5 – Other Supporting Notes
162
Company Financial Statements
173
Glossary of Alternative Performance Measures (“APMs”) 181
Five Year Financial Summary
187
Shareholder Information and Financial Calendar
188
videndum.com
Contents

Annual Report and Accounts 2024
02
Videndum plc
2024 financial summary
2024 financial summary
–	 2024 result was in line with the 16 December 
2024 Trading Update guidance.
–	 Revenue 8% lower than 2023 against 
a challenging macroeconomic backdrop.
–	 Adjusted operating loss* of £18.2 million. 
Before £18.3 million of H2 one-off charges, 
the result was break-even.
–	 Statutory operating loss before tax of 
£96.5 million includes a £51.3 million asset 
impairment charge, £12.0 million of losses 
of previously discontinued operations, 
and £11.3 million of restructuring costs.
–	 Adjusted operating cash flow up 45% 
to £16.8 million (2023: £11.6 million).
Revenue 
from continuing operations†
£283.6m
Down 8% 
2024
2023
2022
£283.6m
£306.9m
£442.5m
Adjusted operating profit* 
from continuing operations†
-£18.2m
Down 237% 
2024
2023
2022
-£18.2m
£13.3m
£66.2m
Statutory operating margin 
-34.0%
Down 1330 bps 
Statutory operating loss 
-£96.5m 
Down £31.3m 
Basic Loss Per Share 
-155.8p
Up 1.7p  
Adjusted operating margin*
from continuing operations†
-6.4%
Down 1070 bps 
Adjusted basic Earnings Per Share*
from continuing operations†
-17.9p
Down 27.4p 
Net debt*
£133.0m
Up 4%  
2024
2023
2022
£133.0m
£128.5m
£193.5m
–	 Free cash flow £28.3 million higher at 
£4.5 million inflow.
–	 Net debt* at 31 December 2024 was 
£133.0 million (2023: £128.5 million) 
representing leverage of 5.3x (2023: 3.3x). 
December 2024 covenant leverage and 
interest cover tests met.
–	 Multicurrency Revolving Credit Facility 
(“RCF”) covenants successfully reset in 
April 2025 through to the end of the facility 
in August 2026.
–	 Refinancing of the RCF launched April 2025 
and expected to be completed pre H1 FY 25 
results in September. 
–	 Gross equity of £8 million raised on 30 April 
2025, adding to liquidity headroom. 
Key achievements
–	 Restructuring initiatives expected to deliver 
annualised cost savings of £18 million with 
a £15 million benefit in 2025.
–	 Discretionary spending curtailed across 
the Group from Q4.
–	 Pricing discipline and discounting controls 
put in place.
–	 New product development programmes 
reinvigorated with major product launches 
scheduled for 2025.
–	 Successful delivery of the Summer 2024 
Olympic Games contract worth £8 million.
–	 Amimon sold in April 2025 for gross cash 
consideration of £2.6 million, with the 
additional benefit of avoiding operational 
and restructuring cash out flows that would 
have otherwise been required.
†	 Amimon was held for sale at 31 December 2023 and reported as discontinued operations, however reclassified to continuing operations for 2024. Discontinued operations also includes the 
operation at Syrp (the Media Solutions’ motion controls R&D centre in New Zealand), which was wound down in H2 2023. Results of discontinued operations can be found in notes 2 and 13 
to the condensed financial statements. 2023 also includes Lightstream in discontinued operations, which was sold on 2 October 2023.
*	 In addition to statutory reporting, Videndum plc reports alternative performance measures from continuing operations (“APMs”) which are not defined or specified under the requirements of 
International Financial Reporting Standards (“IFRS”). The Group uses these APMs to aid the comparability of information between reporting periods and Divisions, by adjusting for certain items 
which impact upon IFRS measures and excluding discontinued operations, to aid the user in understanding the activity taking place across the Group’s businesses. APMs are used by the Directors and 
management for performance analysis, planning, reporting and incentive purposes. A summary of APMs used and their closest equivalent statutory measures is given in the Glossary from pages 181. 

03
Financial Statements
Corporate Governance
Strategic Report
Costa Rica
Germany
Singapore
Australia
China
Japan
UK
US
Italy
2024 revenue
North America: 44%
Europe: 37%
APAC: 18%
Rest of world: 1%
Our global footprint
We employ around 1,500 people 
in ten different countries.
Manufacturing sites
R&D sites
Procurement centre
Distribution sites
Read more on page 27
People and culture
Our employees are key to our success. 
Their experience, market knowledge and 
commitment create a culture of innovation, 
operational excellence, creativity and integrity. 
The Group reacts quickly to customer, 
market and technological changes, constantly 
innovating to make our products the best 
in industry. This, together with our 
entrepreneurial culture, enables focused 
decision making and minimised bureaucracy. 
We work to ensure that we have consistent 
policies and processes in place across the 
Group. We have comprehensive operating 
guidelines and internal communications plans 
which keep our employees informed, and our 
manufacturing teams ensure stringent health 
and safety protocols. We are a responsible 
business, focused on reducing our impact 
on the environment.
Where we operate
 Sites in ten countries; sell into 100+ countries
 Well-invested manufacturing facilities  
in Italy, Costa Rica and US
 R&D centres in Italy, UK and US
 Far East Procurement Centre 
in Shenzen, China
 Distribution centres in UK, Germany,  
China, Australia, Singapore and Japan

Videndum plc
04
Annual Report and Accounts 2024
Understanding  
Videndum
For more information visit our website: 
videndum.com/about-us/our-brands
About us
We design and manufacture  
a portfolio of market-leading, 
premium brands – from traditional 
mechanically engineered products 
through to electronics and software. 
Videndum’s purpose is to enable our 
customers, in a full range of creative 
industries, to capture and share content 
through a wide variety of media.
Videndum’s success is dependent on 
our ability to understand and respond 
to our customers’ needs.
Our core values
We have a clear purpose that is founded 
on a set of core values that form the 
Videndum Mindset: “Enabling the capture 
and sharing of exceptional content”.
Exceptional product performance
We set the highest standards of 
technical performance
Customer focus
We are nothing without our customers
Leading a fast-changing market
We apply our creativity and harness 
our diversity to engineer innovative 
new products and solutions
Global capability
We share knowledge, pool resources, 
test ideas and learn from each other
Transparency, integrity, respect
We hold to the highest professional 
and corporate standards
Environmental consciousness
We seek to limit our impact on the 
environment and create long-term 
business sustainability
Our brands
Our brands are leaders in the niche 
markets we serve, in terms of premium 
products, technology innovation  
and/or market share. Our products 
typically attach to, or support,  
a camera – primarily for broadcast, 
cinematic, video, photographic, audio 
and smartphone applications – and 
are offered as a cohesive package.
Audio capture
 Rycote
Distribution,  
rental & services
 Camera Corps
 The Camera Store
IP video
 Teradek
Monitors
 SmallHD
Mobile power
 Anton/Bauer

Strategic Report
Corporate Governance
Financial Statements
05
Video transmission 
systems
 Teradek
Robotic camera 
systems
 Camera Corps
 Vinten
Prompters
 Autocue
 Autoscript
Lens control systems
 Teradek
Backgrounds
 Colorama
 Savage
 Superior
Camera  
accessories
 Teradek
 Wooden Camera
Carrying solutions
 Gitzo
 Lowepro
 Manfrotto
 Sachtler
Supports and  
stabilisers
 Avenger
 Gitzo
 Manfrotto
 OConnor
 Sachtler
 Vinten
Lighting and lighting control
 Avenger
 Litepanels
 Manfrotto
 Quasar Science

Videndum plc
06
Annual Report and Accounts 2024
Strategic review
Videndum’s purpose is to enable 
our customers to capture and share 
exceptional content, and this is what 
guides us. Our strategy is to focus 
on the professional end of the content 
creation market.
1. Technology leadership
Track record of innovative new product 
development through customer-led R&D
We invest strategically in new products, 
technologies, markets and talent to keep our 
award-winning brands at the forefront of the 
industry. By gathering customer and market 
insights, our specialist engineers develop high 
quality, high-performance solutions that 
enhance productivity, reduce setup time and 
lower costs. Our innovative products, 
protected by patents and trademarks, 
are rigorously tested to ensure the highest 
quality and safety standards. Sustainability 
is integrated into our brand strategies 
through Product Life Cycle Assessment 
practices, evaluating materials, 
manufacturing, waste and packaging. 
While we manufacture most products 
in-house, we work closely with leading 
partners for specialist solutions.
3. Sourcing and manufacturing excellence
Well-invested, highly automated, lean 
and environmentally friendly factories, 
with a continuous improvement culture
We manufacture the majority of our products 
in-house ensuring greater control over 
technology, stronger margins and a stronger 
competitive position. Our major manufacturing 
sites are ISO 9001, ISO 14001, and ISO 45001 
certified. We source materials from reputable 
suppliers and insource where feasible to 
improve our carbon footprint. Our low-
volume, small-batch processes benefit from 
a culture of continuous improvement, lean 
manufacturing, and automation, enhancing 
quality, efficiency and cost control. Our 
vertically integrated factories produce key 
components in-house, supported by our 
Global Sourcing Office in Shenzhen, which 
manages vendor relationships, quality control 
and product development across APAC.
4. Operational efficiency
A dedicated programme designed 
to improve operational efficiency 
Operational efficiency is a fundamental 
part of our strategy, ensuring we remain 
competitive, resilient and well positioned 
for recovery and sustainable growth moving 
forward. At the end of 2024, we announced 
a comprehensive operational efficiency 
programme designed to enhance 
performance and create long-term value. 
This programme focuses on four key areas: 
reinstating pricing discipline, improving 
operational efficiency, driving gross margin, 
and reducing discretionary spend. By 
embedding these principles across the 
Group, we are reinforcing our commitment to 
financial discipline, operational excellence 
and delivering returns for our stakeholders.
2. Worldwide channel strength 
Global leader in specialist niche markets, 
reflected by the scale and depth of 
Videndum’s network of channel partners 
We market and sell our products globally via 
multiple distribution channels. The majority 
of sales are conducted via a global network 
of distributors, rental houses, systems 
integrators, resellers, retailers and e-tailers 
who sell on to customers. 
Our Media Solutions Division operates its 
own distribution company covering the US, 
UK, EU, China, Japan and Australia through 
an integrated logistics network. We engage 
with a number of leading logistics partners 
to ensure responsive and timely delivery 
of our products to the relevant geography, 
and remain conscious of the impact of our 
distribution channels on the environment.
Core competencies
We believe that our core competencies 
differentiate us from the competition. 
1. Technology leadership 
Designing innovative solutions to make our 
customers’ lives easier is what drives us. 
2. Worldwide channel strength 
The breadth of our product portfolio and 
strong brand heritage mean that our ability 
to access channels to our customers is 
unrivalled in the niche markets we serve. 
3. Sourcing and manufacturing excellence 
We believe that control of the manufacturing 
process gives us a competitive advantage. 
4. Operational efficiency 
Disciplined focus on our operational efficiency 
programme to drive performance and cost saving.

Strategic Report
Corporate Governance
Financial Statements
07
Market opportunity
Videndum is positioned at the heart 
of the global content creation market, 
with market-leading, premium brands 
in defensible niches.
Over the past few years, the content creation 
market has faced multiple unprecedented 
challenges including COVID-19, writers’ and 
actors’ strikes and destocking. These 
challenges have now passed, and the market 
is forecast to return to growth. Videndum 
is well positioned to capitalise on the market 
recovery, leveraging its leadership across all 
product segments and its unique ability to 
serve a broad range of market verticals with 
a comprehensive premium product portfolio.
Videndum’s portfolio addresses three key segments across the content creation market:
1. Independent Content 
Creator (“ICC”) 
Representing c.44% 
of revenue
Products used by professional and high-end 
amateur photographers/videographers to 
capture high quality photographs or videos 
in a range of settings.
–	 Expected to return to stable growth. 
–	 Total Served Markets (“TSM”) Growth 
Compound Annual Growth Rate (“CAGR”) 
(2024-29) c.3%. 
Key market drivers: 
–	 Demand for photo services and growing 
amateur interest have now stabilised.
–	 Minimal impact from Artificial Intelligence 
(“AI”) on Videndum products.
–	 Return to regular upgrade cycles supported 
by New Product Development.
–	 Channel inventory normalised.
2. Cine and scripted TV 
Representing c.26% 
of revenue
Products used in the production and filming 
of feature films and scripted prestige TV 
for streaming platforms, pay TV and/or 
theatrical release.
–	 Expected to return to growth.
–	 TSM Growth CAGR (2024-29) c.6%. 
3. Broadcast 
Representing c.20% 
of revenue
Products used in production of non-scripted 
TV content, filmed in studio and outdoor 
settings, including sports, news and other 
non-scripted content (entertainment, 
factual etc.)
–	 Growth driven by New Product 
Development and next-generation 
prompters.
–	 TSM Growth CAGR (2024-29) c.3%. 
Key market drivers: 
–	 False dawn at the start of 2024 following 
completion of paused productions. 
–	 Growth in North America yet to resume.
–	 Continued growth in cameras and monitors 
per set driving volumes.
–	 Return to regular upgrade cycles with 
destocking over.
Key market drivers: 
–	 Strong growth in sports and entertainment 
content creation.
–	 Continued automation driving growth 
in robotics.
–	 Increasing use of robotics in outside 
broadcasting. 
Revenue splits exclude markets which contribute <10% of revenue – including audio and live production. 

Videndum plc
08
Annual Report and Accounts 2024
Chairman’s review
Negotiations over discounts are always 
an ongoing feature of the business, but 
the new reduced discount levels are no longer 
the restraint on volume that we have seen 
in recent months. 
We have started to see signs of gradual 
improvement in end user demand in the Cine 
and Scripted TV markets (outside of North 
America) in late Q1 2025 and most industry 
commentators believe that production 
volumes in 2025 will exceed 2024. However, 
consensus is that the market will take a 
number of years to recover fully and that 
it will be at a level below the highs of 2022, 
at least in the medium term.
The decline in demand for our products in 
the ICC market that has been ongoing for 
several years now seems to have bottomed 
and the replacement, upgrade and camera 
attachment rate patterns are returning to 
more normal levels. The exciting new product 
launches in 2025 will help drive growth and, 
as a result, we expect to see a return to 
mid-single digit growth in this segment.
Broadcast, which is the smallest of our 
target markets at c.20% of Group revenue, 
remains subdued. We launched a number of 
new products in this market which have been 
well received, and we wait to see meaningful 
growth from this market.
Board and governance
2024 saw significant change for the Board. 
Having become Chairman on 1 May 2024, 
succeeding Ian McHoul, I became Executive 
Chairman on 25 October 2024 following the 
departure of Stephen Bird as Chief Executive 
Officer. Given the deteriorating situation 
facing the business, the Board felt that this 
change was essential for the long-term best 
interests of Videndum. 
Full year commentary 
2024 was another extremely challenging 
year for Videndum with revenue down 8% 
to £283.6 million and an adjusted operating 
loss of £18.2 million. Before H2 one-off 
charges predominantly in relation to an 
additional stock provision and intangible 
asset write offs, the result was break-even, 
compared to a profit of £13.3 million in 2023. 
The ICC segment, representing c.40-50% of 
Group revenue, remained subdued, impacted 
by macroeconomic factors including high 
interest rates, inflation and weak consumer 
confidence. Recovery across other key sectors 
was also slower than anticipated, particularly 
in the Cine and Scripted TV market, which 
accounts for c.30% of Group revenue. 
While demand in this market started the 
year strongly (albeit not at pre-strike levels) 
as paused productions from 2023 were 
completed, demand thereafter declined, 
and recovery is now expected to materialise 
in Q2/Q3 2025. 
The first half of 2024 was therefore stronger 
than the second half driven by both the 
post-strike ‘false dawn’ and the drive to 
overstock distribution channels across the 
business through aggressive discounting 
to distributors as an incentive. This approach 
to discounting was curtailed in the second half 
and reduction in channel inventories has been 
evident in both H2 2024 and Q1 2025.
We experienced a soft start to Q1 2025 but 
this is improving month by month. Channel 
‘sell in’ data is now broadly in line with ‘sell 
out’ data implying the overstocking from H1 
2024 has been extinguished. Those channels 
that had been resistant to purchasing without 
the incentive of the prior steep discounts have 
now resumed buying as at the end of Q1. 
We have commenced a search for a new 
permanent Chief Executive. Whilst this 
search is ongoing, I shall lead the Company 
in an executive capacity. Whilst the UK 
Corporate Governance Code says that the 
roles of Chairman and Chief Executive should 
not typically be exercised by the same 
individual, the Board has determined that, 
given the Company’s current situation, 
significant changes to the leadership of 
the Company were necessary to navigate the 
challenges the Company is facing, and that 
I am best suited to do this for a short period 
whilst a detailed and thorough search for a 
new permanent Chief Executive is coordinated 
by the Board. Accordingly, the Board believes 
that this remains in the best interests of the 
Company and its shareholders. The Board 
nevertheless appreciates the position in 
the UK Corporate Governance Code, and 
once we have identified and appointed a new 
permanent Chief Executive, I will revert to my 
former role as Non-Executive Chairman.
On the same date, Andrea Rigamonti ceased 
to be Chief Financial Officer and Sean 
Glithero joined the Company as Interim 
Chief Financial Officer.
At the Company’s AGM on 19 June 2024, 
Ian McHoul, Erika Schraner and Teté Soto 
ceased to be directors of the Company, not 
seeking reappointment by shareholders. Polly 
Williams joined the Board as an independent 
Non-Executive Director and Chair of the Audit 
Committee with effect from 1 July 2024.
Stephen Harris
Chairman
2024 was another extremely 
challenging year for Videndum but 
we have taken decisive actions 
to significantly reduce the Group’s 
fixed cost base. With our employees’ 
continuing commitment, passion and 
knowledge I expect to see Videndum 
recover from its current situation.

Strategic Report
Corporate Governance
Financial Statements
09
Following the end of 2024, we have further 
appointed Eva Lindqvist as an independent 
Non-Executive Director with effect from 
1 April 2025. Eva Lindqvist will succeed Richard 
Tyson as Senior Independent Director at the 
conclusion of the 2025 AGM, with Richard 
remaining as an independent Non-Executive 
Director on the Board. Caroline Thomson, 
independent Non-Executive Director and 
Chair of the Remuneration Committee will not 
stand for reappointment at the Company’s 
AGM to be held on 16 June 2025. She will 
cease to be a Director of the Company at the 
conclusion of the AGM. With effect from then, 
Anna Vikström Persson will succeed Caroline 
as Chair of the Remuneration Committee 
and Eva Lindqvist will succeed Caroline 
as the independent Non-Executive Director 
with responsibility for employee engagement.
The Company’s 2025 AGM will be held on 
Monday 16 June 2025 at Hilton London, 
Syon Park TW8 8JF. The Notice of Meeting 
and explanatory notes for the AGM’s business 
will accompany the 2024 Annual Report that 
will be published in mid-May 2025 and the 
Board looks forward to the opportunity 
to meet with shareholders at the AGM.
Operational actions 
During the year, we have taken decisive actions 
to significantly reduce the Group’s fixed cost 
base. The restructuring, simplification and 
efficiency improvement had relatively little 
net impact in 2024 but the actions announced 
so far are expected to deliver annualised cost 
savings of £18 million with a £15 million 
benefit in 2025.
The Group is consolidating manufacturing 
operations to get greater utilisation, reduce 
capital expenditure and improve operating 
efficiencies. This included the difficult but 
necessary decision to close our Bury St 
Edmunds, UK manufacturing site, with 
production transitioning to our facilities in 
Feltre, Italy and Cartago, Costa Rica. Offices 
in both Italy and the US have undergone 
significant rationalisation, and we are also 
reducing our global warehouse footprint.
In 2024, a Group-wide project commenced 
to optimise external spend and strengthen 
our approach to procurement and supply 
chain management. This was part of our 
drive to expand gross margins and reduce 
inventories including through rationalisation 
of SKUs. Procurement has been fragmented 
across sites with no real coordination. This is 
now being centralised and enhanced which 
will drive significant savings in the future as 
volumes grow. 
As announced in December, we are simplifying 
the Company structure by moving from three 
Divisions to two, eliminating duplicated 
overheads and operations, and dramatically 
constraining discretionary spending. The new 
reporting structure is expected to be fully 
in place by 1 January 2026. 
Outlook 
While 2025 had a soft start, conditions have 
been improving month by month. We anticipate 
that H1 2025 revenue will decline compared 
to H1 2024 as we lap the Q1 2024 spike in 
the Cine and Scripted TV market post-strike, 
along with deep discounting that pulled sales 
forward from H2 2024. H2 2025 is expected 
to be stronger due to the normalisation of 
content creation markets and reductions 
in channel overstocking created in 2024, 
with FY 2025 revenues flat compared to 2024.
Adjusted operating profit margins* are 
expected to improve to low-single-digit levels, 
benefiting from the extensive restructuring 
activities announced so far, most of which 
are now complete and which will have a more 
pronounced impact in the second half of 2025.
In 2026 and beyond, revenues will benefit 
from both a return to market growth and 
a resumption of new product introductions. 
Longer-term expectations for the business 
are to achieve mid-double-digit adjusted 
operating profit margins* from a combination 
of operating leverage on revenue growth, 
structural simplification and continued focus 
on operational efficiencies.
With our premium products, market-leading 
brands and improving cost base, the Board 
is confident that the Group is well positioned 
for the future.
Summary
To conclude I would like to thank our 
employees for their continuing commitment 
during an extremely challenging year and 
period of significant change for Videndum. 
With our employees’ continuing commitment, 
passion and knowledge, the Board and 
I expect to see Videndum recover from 
its current situation.
Stephen Harris
Chairman 
30 April 2025

Videndum plc
10
Annual Report and Accounts 2024
Operational and financial review 
Videndum’s purpose is to “enable our customers 
to capture and share exceptional content”, 
and this is what guides us. We focus on the 
professional end of the content creation 
market, operating in defensible niches where 
our premium brands have strong share.
There is growing appetite for high quality 
content, and we expect demand for, and 
investment in, original content to remain 
positive (e.g. live news, broadcast sport, 
reality and scripted TV shows, films, digital 
visual content for e-commerce etc). 
Videndum is well positioned at the heart of 
this market and our strategic priorities remain 
unchanged. However, we are focusing more 
tightly on our core markets where we have 
market-leading product offerings in addition 
to a focus on driving operational efficiency. 
Our long-term strategy is to invest in areas 
where we can grow organically, while improving 
our margins.
Media Solutions
The Media Solutions Division designs, manufactures and distributes premium branded equipment 
for photographic and video cameras, and smartphones. It provides dedicated solutions to 
professional and amateur photographers and videographers, independent content creators, 
vloggers/influencers, enterprises, governments and professional musicians. These include camera 
supports (tripods and heads), smartphone and vlogging accessories, lighting supports and 
controls, LED lights, audio capture and noise reduction equipment, carrying solutions and 
backgrounds. Media Solutions represents c.50% of Group revenue.
Adjusted*
Statutory from continuing 
and discontinued operations
Media Solutions
2024
2023
change 
2024
2023
External revenue
£132.7m
£153.7m
(14)%
£132.7m
£153.7m
Operating (loss)/profit*
£(6.9)m
£11.4m
£(18.3)m
£(33.8)m
£(4.8)m
Operating margin
(5.2)%
7.4%
(12.6) pts
(25.5)%
(3.1)%
*	 For Media Solutions, before adjusting items of £26.9 million (2023: £12.8 million) and operating loss from discontinued 
operations of £nil (2023: £3.4 million loss).
Market conditions continued to be tough for Media Solutions, with demand in the consumer 
and ICC segments declining, albeit at a lower rate than that seen in 2023.
Cassa Integrazione Guadagni Ordinaria (“CIGO”) continued to be applied at the Feltre factory, 
which allowed us to flex manufacturing output to prevent excess inventory being built. 
The Division also benefited from the 2023 restructuring actions.
Excluding an H2 2024 one-off stock provision charge of £7.4 million and £2.7 million write-off 
of previously capitalised development spend and fixed assets, adjusted operating profit margin* 
was 2.4% (2023: 7.4%) reflecting adverse operating leverage on the 14% revenue decline.
Statutory operating loss was £33.8 million (2023: £4.8 million loss) which reflects £26.9 million 
of adjusting items from continuing operations (2023: £12.8 million) and a £nil million from 
discontinued operations (2023: £3.4 million loss).
Production Solutions
The Production Solutions Division designs, manufactures and distributes premium branded and 
technically advanced products and solutions for broadcasters, film and video production companies, 
independent content creators and enterprises. Products include video fluid heads, tripods, LED 
lighting, batteries, prompters and robotic camera systems. It also supplies premium services including 
equipment rental and technical solutions. Production Solutions represents c.30% of Group revenue.
Adjusted*
Statutory
Production Solutions
2024
2023
change 
2024
2023
External revenue
£90.7m
£101.2m
(10)%
£90.7m
£101.2m
Operating profit*
£1.6m
£12.6m
£(11.0)m
£(34.4)m
£9.5m
Operating margin
1.8%
12.5%
(10.7) pts
(37.9)%
9.4%
*	 For Production Solutions, before adjusting items of £36.0 million (2023: £3.1 million). 
Sean Glithero
Interim Chief Financial Officer
There is growing appetite for high 
quality content, and we expect 
demand for, and investment in, 
original content to remain positive. 
Videndum is well positioned at the 
heart of this market.

Strategic Report
Corporate Governance
Financial Statements
11
Production Solutions’ revenue was 10% lower than in 2023 despite the successful delivery of the 
Olympics contract for the Paris Summer Games. Conditions remained challenging across all end 
markets including the Cine and Scripted TV segment which itself fell significantly, now representing 
c.15% of Divisional sales. Launches of the Vinten Versine 360 fluid head and Litepanels Astra IP 
have both been well received, with advance orders placed for fulfilment in 2025.
Excluding a H2 2024 one-off stock provision charge of £4.6 million and £0.7 million write-off 
of previously capitalised development spend, the adjusted operating profit margin* was down 
to 7.6% (2023: 12.5%) reflecting adverse operating leverage on the 10% revenue decline.
Statutory operating loss was £34.4 million (2023: £9.5 million profit) after £36.0 million of 
adjusting items (2023: £3.1 million).
Creative Solutions
The Creative Solutions Division develops, manufactures and distributes premium branded products 
and solutions for film and video production companies, independent content creators, enterprises 
and broadcasters. Products include wired and wireless video transmission systems, lens control 
systems, monitors and camera accessories for the cine, scripted TV and live production segments. 
Creative Solutions represents c.20% of Group revenue.
Adjusted*
Statutory from continuing 
and discontinued operations
Creative Solutions
2024
2023
change 
2024
2023
External revenue**
£60.2m
£52.0m
16%
£60.2m
£60.1m
Operating profit*
£0.5m
£0.8m
£(0.3)m
£(11.3)m
£(58.0)m
Operating margin
0.8%
1.5%
(0.7) pts
(18.8)%
(96.5)%
*	 For Creative Solutions, before adjusting items from continuing operations of £11.8 million (2023: £1.7 million) and operating 
loss from discontinued operations of £nil (2023: £57.1 million loss).
** Revenue includes revenue from Amimon of £2.9 million (2023: £nil)
The strikes had the largest effect on Creative Solutions in 2023, where the majority of products 
are used in cine and scripted TV. Accordingly, revenue up 16% was against a depressed base 
in 2023. Demand in the cine and scripted TV market started the year strongly (albeit not at 
pre-strike levels) as paused productions from 2023 resumed. However, thereafter demand 
declined as these productions were finished off. Resumption in demand growth is now expected 
in Q2/Q3 2025. 
Excluding an H2 2024 one-off stock provision charge of £0.9 million and £1.6 million write-off of 
previously capitalised development spend and software purchases, the adjusted operating profit 
margin* was up to 5.0% (2023: 1.5%) reflecting positive operating leverage on the 16% higher revenue.
Statutory operating loss was £11.3 million (2023: £58.0 million loss), including £11.8m of adjusting 
items from continuing operations (2023: £1.7 million) and a £nil million loss from discontinued 
operations (2023: £57.1 million loss).
Corporate costs
Corporate costs include charges relating to the Long Term Incentive Plan (“LTIP”) and Restricted 
Share Plan (“RSP”) used to incentivise and retain employees across the Group. They also include 
payroll and bonus costs for the Executive Directors and the head office team, professional fees, 
property costs, and travel costs.
Adjusted*
Statutory
Corporate costs
2024
2023
% change 
2024
2023
Adjusted operating margin
£(13.4)m
£(11.5)m
17%
£(17.0)m
£(11.9)m
*For corporate costs, before adjusting items of £3.6 million (2023: £0.4 million). 
Corporate costs were higher than those in 2023 largely due to the non-repeat of the £1.4 million 
reversal of certain LTIP charges in 2023. £3.6 million of adjusting items (2023: £0.4 million) 
primarily reflects restructuring actions taken in H2 2024.

Videndum plc
12
Annual Report and Accounts 2024
Operational and financial review continued
2024 financial overview 
Income and expense
The numbers below are presented on a continuing basis (unless otherwise stated). In 2023 three 
operations were reported as discontinued: Lightstream and Syrp, which were sold and closed 
down respectively; and Amimon, which was held for sale in 2023 but for 2024 is included in 
continuing operations and was sold in April 2025.
Adjusted1
Statutory from continuing 
and discontinued operations
2024
2023
change 
2024
2023
Revenue2
£283.6m
£306.9m
(8)%
£283.6m
£315.0m
Operating (loss)/profit
£(18.2)m
£13.3m
£(31.5)m
£(96.5)m
£(65.2)m
(Loss)/profit before tax
£(25.0)m
£1.8m
£(26.8)m £(103.4)m
£(79.7)m
(Loss)/earnings per share
(17.9)p
9.5p
(27.4)p
(155.8)p
(157.5)p
1	 For the Group, before adjusting operating items of £78.3 million (2023: £18.0 million), adjusting interest items of £0.1m (2023: 
£2.6 million) and operating loss from discontinued operations of £nil (2023: £60.9 million loss). 
2	 Revenue includes revenue from Amimon of £2.9 million (2023: £nil).
Revenue declined by 8% on a reported basis 
(including the effects of FX and Amimon 
restated as a continuing operation). Declining 
demand across our three core markets of ICC, 
Cine and Scripted TV, and Broadcast drove 
a 5% decrease in revenue on a constant 
currency basis.
Demand in the Cine and Scripted TV market 
started the year strongly (albeit not at 
pre-strike levels) as paused productions from 
2023 were completed. Thereafter, demand 
declined, and recovery is now expected to 
materialise in Q2/Q3 2025. 
The Broadcast market declined year-on-year 
other than the uplift in revenue from the Paris 
Summer Olympics. The decline was a result 
of news budgets being redirected to war 
coverage or cut significantly. In H2 the 
demand uptick from the US Presidential 
election was much less pronounced than 
anticipated. 
The ICC segment was sluggish throughout 
the year, impacted by macroeconomic factors 
including high interest rates, inflation and 
weak consumer confidence. This led to a 
decline in revenue, particularly in H2 2024 
after a drive to secure more revenue in H1 
2024 through discounting was reversed in H2 
through better price discipline.
Adjusted gross profit margin* fell from 38.5% 
in 2023 to 32.9% in 2024 with most of the fall 
attributable to £12.9 million of H2 one-off 
inventory provision charges and £0.2 million 
fixed asset write-off, following management 
review of inventory levels compared to future 
demand expectations. 
Adjusted operating expenses* increased by 
£6.9 million to £112.4 million (2023: £105.5 
million) including £4.8 million from extra 
write-off of intangible assets that arose from 
past capitalised internal development spend 
and software purchases. Similar to the 
additional inventory provision, this resulted 
from scrutiny of intangible asset carrying 
balances compared to expectations of future 
sales. Excluding these items, adjusted 
operating expenses* were £107.6 million, 
broadly flat compared to 2023 (£105.5 million) 
and 15% lower than in 2022 (£127.2 million). 
An adjusted operating loss* of £18.2 million 
included £13.1 million of extra H2 charges 
within cost of sales and £5.2 million within 
operating expenses. Excluding these, adjusting 
operating profit* was £0.1 million.
We have moved at pace with our operational 
improvement programme, progressing well 
with both operating model enhancements and 
cost saving initiatives. As part of our drive to 
expand gross margins and reduce inventories 
we have strengthened our approach to 
procurement and supply chain management 
and are rationalising SKUs. Pricing discipline 
has been reinstated. We are also consolidating 
manufacturing operations to get greater 
utilisation, reduce capital expenditure and 
improve operating efficiencies. A significant 
part of this consolidation is the closure of 
our manufacturing operations in Bury St 
Edmunds, UK, moving these to our existing 
sites in Feltre, Italy and Cartago, Costa Rica.
We are simplifying the Company structure 
in 2025 by moving from three Divisions to 
two, eliminating duplicated overheads and 
operations, and dramatically constraining 
discretionary spending. We expect this 
structural change to be complete by the 
beginning of 2026.
The cost savings that result from these 
initiatives started in 2024 but had little 
impact in the year. At full run-rate they will 
achieve an annualised saving of c.£18 million, 
of which c.£15 million will be achieved in 2025. 
The cash cost of the restructuring is expected 
to be c.£15 million with £3 million spent in 
2024 and the remainder to be incurred 
in 2025.
Adjusted net finance expense* of £6.8 million 
was £4.7 million lower than in 2023 (£11.5 
million). This was the result of lower borrowings, 
following the equity raise at the end of 2023 
and despite higher interest rates on 
borrowings. In 2024, an average of c.55% 
of our borrowings was fixed through swaps 
at an average rate of c.5% (including margin). 
These swaps matured in September 2024 
($40.0 million) and January 2025 (£37.0 
million). Our floating debt currently has 
an average interest rate of c.9% (including 
margin). Net finance expense also includes 
interest on lease liabilities, income from the 
accounting surplus of the defined benefit 
pension scheme, amortisation of loan fees, 
and net currency translation gains or losses.
Adjusted loss before tax* was £25.0 million 
compared to a £1.8 million profit in 2023.
Statutory loss before tax from continuing 
and discontinued operations of £103.4 million 
(2023: £79.7 million loss) includes adjusting 
items from continuing operations of £78.3 
million (2023: £20.6 million) and a £nil loss 
from discontinued operations after adjusting 
items (2023: £60.9 million loss). The adjusting 
items from continuing operations primarily 
relate to the impairment of assets (£51.3 
million), losses of previously discontinued 
operations (£12.0 million), and restructuring 
costs (£11.3 million) – see “Adjusting items” 
section for further detail.
The Group’s effective tax rate (“ETR”) was a 
32% credit on the £25.0 million adjusted loss 
before tax* (2023: 161% on £1.8 million profit 
before tax*). Statutory ETR from continuing 
and discontinued operations was a 42% debit 
on £103.4 million loss (2023: 3% credit on 
£79.7 million loss before tax) reflecting the 
write-off of the majority of deferred tax 
assets previously held.
Adjusted basic loss per share* was 17.9 pence 
(2023: 9.5 pence earnings per share). 
Statutory basic loss per share from continuing 
and discontinued operations was 155.8 pence 
(2023: 157.5 pence loss per share).
Cash flow and net debt
Cash generated from operating activities was 
£22.5 million (2023: £9.8 million) and net cash 
from operating activities was £12.7 million 
(2023: £16.1 million outflow).
Free cash flow* at £4.5 million was a £28.3 
million improvement over 2023, reflecting 
stronger adjusted operating cash flow* 
combined with lower interest and restructuring 
spend. Adjusted operating cash flow* at 
£16.8 million was £5.2 million higher than in 
2023 as working capital inflows offset higher 
operating losses.

Strategic Report
Corporate Governance
Financial Statements
13
Earnout and retention bonuses relate to AUDIX, 
Savage and Quasar. The sale of a property in 
the Production Solutions Division yielded 
£2.5 million and restructuring and integration 
costs totalled £3.7 million.
December 2023  
closing net debt* (£m)
(128.5)
Free cash flow from continuing 
operations*
4.5
Free cash flow from previously 
discontinued operations
(4.4)
Upfront loan fees, net of 
amortisation
0.6
Employee incentive shares 
(0.5)
Net lease additions
(3.9)
FX
(0.8)
December 2024  
closing net debt* (£m)
(133.0)
Net debt* at 31 December 2024 of £133.0 million 
was £4.5 million higher than at 31 December 
2023 (£128.5 million). Net lease additions of 
£3.9 million include the addition of a £1.8 million 
lease liability for a new Production Solutions 
Division property following the sale of the 
existing site, and £0.9 million in relation to 
Amimon which returned to continuing 
operations. The £0.8 million unfavourable 
impact from FX arose primarily from the 
translation of our US dollar debt, following 
the strengthening of the US dollar against 
Sterling across 2024. 
At 31 December 2024, leverage1 was 5.2x 
(31 December 2023: 3.3x) and interest cover2 
was 1.4x (31 December 2023: 2.0x).
Liquidity at 31 December 2024 totalled £47.6 
million, comprising £34.7 million unutilised RCF 
(total facility of £150 million which matures 
in August 2026) and net cash of £12.9 million. 
Gross cash of £57.3 million is stated before a 
£44.4 million overdraft due to operational cash 
pooling arrangements. 
1	 Leverage is calculated as net debt before arrangement fees 
and after leases of discontinued operations, divided by 
covenant EBITDA for the applicable 12-month period (being 
adjusted EBITDA*, before share-based payment charges, 
and after interest on employee benefits, interest related 
net currency translation gains, and the amortisation of loan 
arrangement fees).
2 	Interest cover is calculated as covenant EBITA for the 
applicable 12-month period (being adjusted EBITDA* less 
depreciation of PP&E) divided by adjusted net finance 
expense* (before interest on employee benefits and FX 
movements, and the amortisation of arrangement fees).
£m
2024
2023
Variance
Statutory operating loss from continuing and 
discontinued operations
(96.5)
(65.2)
(31.3)
Add back discontinued operations statutory 
operating loss
–
60.5
(60.5)
Add back adjusting items from continuing operations
78.3
18.0
60.3
Adjusted operating (loss)/profit*
(18.2)
13.3
(31.5)
Depreciation1
24.0
20.5
3.5
Adjusted trade working capital (inc)/dec* 
21.3
(1.1)
22.4
Adjusted non-trade working capital (inc)/dec*
2.2
(6.8)
9.0
Adjusted provisions inc/(dec)*
(0.1)
–
(0.1)
Capital expenditure2
(15.4)
(15.3)
(0.1)
Other3
3.0
1.0
2.0
Adjusted operating cash flow*
16.8
11.6
5.2
Cash conversion*
n/a
87%
n/a
Interest and tax paid
(9.4)
(25.7)
16.3
Earnout and retention bonuses
(1.2)
(3.6)
2.4
Restructuring, integration costs and sale of property 
(1.2)
(5.3)
4.1
Transaction costs
(0.5)
(0.8)
0.3
Free cash flow*
4.5
(23.8)
28.3
1	 Includes depreciation, and amortisation/impairment of purchased software and capitalised development costs
2	 Purchase of Property, Plant & Equipment (“PP&E”) and capitalisation of software and development costs
3	 Includes share-based payments charge (excluding retention) and other reconciling items to adjusted operating cash flow*
Net cash from operating activities of £12.7 million (2023: -£16.1 million outflow) comprises £4.5 million free cash flow from 
continuing operations* (2023: -£23.8 million outflow) plus £15.4 million capital expenditure from continuing operations (2023: 
£15.3 million), less £2.7 million from sale of PP&E and software from continuing operations (2023: £0.3 million), less £0.2 million 
interest received from continuing operations reported within net cash used in investing activities (2023: £nil), plus net cash from 
operating activities from previously discontinued operations of -£4.3 million (2023: -£7.3 million outflow).
Adjusted trade working capital* decreased by £21.3 million in 2024 (2023: £1.1 million increase); 
£12.9 million due to the H2 one-off inventory provision, and £8.4 million from timing of trade 
receivables collections and trade payables. Inventory decreased by £0.1 million in 2024 excluding 
the additional H2 inventory provision. Trade receivables decreased by £7.2 million and trade payables 
increased by £1.1 million.
Capital expenditure of £15.4 million (2023: £15.3 million) included:
–	 £7.8 million of Property Plant and Equipment (“PP&E”) compared with £4.6 million in 2023. 
This reflected spend to deliver the Paris Olympics contract in H2, and investment in machinery 
and tooling for new products being launched in 2025;
–	 £7.3 million capitalisation of development costs (2023: £10.0 million) and software of £0.3 million 
(2023: £0.7 million). Gross R&D was slightly lower than in 2023, which included investment in 
developing the new, AI-driven talent tracking, Vinten Vega product. The percentage of revenue 
(6.6%) was higher year-on-year (2023: 6.3%) following the decline in revenue, as the level of R&D 
investment has largely been maintained.
Interest and tax paid decreased by £16.1 million compared to 2023, due to the timing of tax payments 
and refunds (£11.1 million lower), in addition to £5.2 million lower interest costs following lower 
average borrowings throughout the year.
£m
2024
2023
Variance
Gross R&D
18.7
19.3
(0.6)
Capitalised
(7.3)
(10.0)
2.7
Amortisation and impairment losses
10.1
5.6
4.5
Income Statement Impact
21.5
14.9
6.6

Videndum plc
14
Annual Report and Accounts 2024
Operational and financial review continued
Adjusting items from continuing operations
Adjusting items from continuing operations in 2024 primarily relate to an impairment of assets 
charge of £51.3 million, losses of previously discontinued operations of £12.0 million, and 
restructuring and other costs of £11.3 million. 
The impairment of assets mainly reflects a £31.1 million impairment of goodwill within the 
Production Solutions Division (2023: £nil), a £14.9 million impairment of goodwill within the Media 
Solutions Division (2023: £nil), and a £4.6 million impairment of land and buildings (2023: £1.5 
million). Trading conditions have been challenging for the last two years and, given the revised 
outlook on future demand, there was a resulting impairment of some of the goodwill accumulated 
from historic acquisitions.
The £12.0 million loss of previously discontinued operations reflects both the operational loss in 
the year and a £5.9 million impairment of assets. Amimon accounted for £11.5 million of this loss.
Restructuring and other costs reflect Group -wide restructuring projects commissioned in 2024, 
which resulted in a number of employees leaving in 2024, for which costs were recognised in 2024. 
Future employee-related costs were recognised where an announcement of restructuring activity 
in 2025 was made prior to the end of 2024. Further detail on restructuring can be found in note 2.2. 
£m
2024
2023
Impairment of assets
(51.3)
(7.3)
Operating loss of previously discontinued operations
(12.0)
–
Integration, restructuring, and other costs
(11.3)
(5.4)
Amortisation of intangible assets that are acquired in a business 
combination
(3.5)
 (4.0)
Acquisition related charges
(0.2)
(1.3)
Finance expense – amortisation of loan fees on borrowings for 
acquisitions
(0.1)
(2.6)
Adjusting items
(78.4)
(20.6)
Discontinued operations
The Group is focusing more tightly on high-end 
professional content creation, where it has high 
market share, sales channel expertise and more 
compelling growth opportunities. Consequently, 
in 2023 the Board decided to exit loss-making 
operations in non-core markets, specifically 
medical and gaming, to concentrate R&D 
investment on the content creation market. 
As a result, whilst the Creative Solutions 
Division as a whole remains core going forward, 
Amimon was held for sale at 31 December 2023 
and Lightstream was sold on 2 October 2023. 
Both were reported as discontinued operations 
in 2023. In addition, Syrp (the Media Solutions’ 
motion controls R&D centre in New Zealand) 
was wound down in H2 2023, which is also 
reported within discontinued operations. 
With no sale taking place in 2024, Amimon 
was reclassified to continuing operations 
and accordingly there were no discontinued 
operations in 2024.
£m
2024
2023
Revenue
–
8.1
Adjusted loss before 
tax*
–
(6.4)
Adjusting items
–
(54.5)
Statutory loss before 
tax
–
(60.9)
Post year end, the Amimon business was 
sold in April 2025 together with a licence 
to use Teradek related intellectual property 
for products that do not compete with those 
of Videndum. In 2025, for the period up 
until disposal, Amimon will be treated as a 
discontinued operation. The Board will consider 
further potential disposals, as appropriate. 
Borrowing facilities and 
financial position at 
31 December 2024 and at 
April 2025
The Group has a committed £150 million 
Multicurrency RCF with a syndicate of lenders 
and a term until 14 August 2026 (see note 
4.1 “Net debt”). Previously the RCF had been 
committed at £200 million with maturity 
at 14 February 2026, but in the second quarter 
of 2024, a six-month extension was negotiated 
for a £50 million reduction in commitment 
and improved lending covenants. 
Whilst June 2024 and September 2024 
covenant thresholds were met, the slower pace 
of recovery in the second half of 2024 led to 
the request for an amendment to the December 
2024 covenants. This was granted on 
13 December 2024 with leverage raised to less 
than 5.5x (originally <3.25x) and interest cover 
reduced to more than 1.25x (originally >3.0x). 
Certain additional conditions were placed on 
the Group during this process including the 
introduction of a new February 2025 covenant 
and the requirement for lender consent to 
increase drawn RCF above £129 million.
Subsequent to the end of 2024 the amended 
December covenant tests were met and both 
the February 2025 and March 2025 covenant 
tests waived. The Group has successfully 
negotiated amended covenants (“the Amended 
Covenants”) through to the end of the facility 
in August 2026. Leverage and interest cover will 
be tested only for December 2025, March 2026 
and June 2026 with, at each test date, leverage 
(net debt:EBITDA) to be no higher than 6x and 
interest cover (EBITA:net interest) of at least 1x.
A trailing last twelve month (“LTM”) EBITDA 
covenant will apply for two quarters with LTM 
EBITDA to be at least £5 million at the end of 
June 2025 and at least £6 million at the end 
of September 2025. In addition, throughout 
the remaining term of the RCF, a weekly tested 
minimum liquidity covenant will be put in place, 
starting at £7.5 million, before falling to £5 
million from 1 September 2025. Minimum 
liquidity has been defined as cash at bank, net of 
overdrafts, plus available undrawn RCF up to the 
cap at which lender consent is required. This cap 
has been raised from the £129 million introduced 
through the December 2024 amendment 
process, to £139 million for the remaining term 
of the RCF. The Amended Covenants are 
conditional on the Company raising at least 
£6 million in net proceeds from a fully 
underwritten placing of new ordinary shares, 
which was announced separately on 30 April 
2025. Shareholders are encouraged to read 
that announcement alongside the FY24 results 
announcement. 
The Group is actively seeking to fully or partially 
refinance its RCF, most likely by accessing private 
credit funds, before its first half 2025 results are 
announced at the end of September. The intention 
is to secure funding that stabilises the Group’s 
borrowing position and ensures sufficient 
long-term liquidity to enable the business to 
execute its strategy and return to growth. As 
part of the Amended Covenants, existing RCF 
lenders have a right to exert more influence over 
the Group, including in the extreme, triggering 
an event of default, should the Group fail to 
complete the refinancing or agree an 
alternative deleveraging plan with lenders by 
October 2025. These and previous amendments 
to the RCF preclude the Board from declaring 
a dividend and restrict factoring to £15 million. 
Costs incurred to date in 2025 in preparation 
for the planned refinancing, in addition to costs 
to restructure the RCF, total £5.4 million.
Going concern – material 
uncertainty
The Group’s financial statements have been 
prepared on a going concern basis. The Board 
has considered the future trading and cash flow 
forecasts over a period of 12 months from the 

Strategic Report
Corporate Governance
Financial Statements
15
for the latest tariff developments. 
Nevertheless, it is recognised by the Board 
that both risk and opportunity exist. 
The Board has concluded that these financial 
projections together with the risk of a negative 
tariff-related outcome and the inherent 
difficulty in predicting the terms and timing 
of a refinance, or deleveraging plan should 
a refinance not occur, do indicate the existence 
of a material uncertainty which may cast 
significant doubt over the Group’s ability 
to continue as going concern. The financial 
statements do not include the adjustments 
that would result if the Group were unable 
to continue as a going concern.
The results for the full year 2023 and half year 
2024 also indicated the existence of a material 
uncertainty.
Viability statement
In line with the UK Corporate Governance Code, 
the Directors have assessed the prospects of the 
Group over a longer period than that required by 
the ‘going concern’ provision. The Directors have 
assessed the viability of the Group over a three-year 
period. The three-year viability period coincides 
with the Group’s strategic review period. The Plan 
assumes the successful recovery from the challenges 
faced in both 2023 and 2024, implementing cost 
savings and operational efficiency measures, and 
returning the Group to historic profit margins 
whilst delivering long-term growth. However, the 
Directors recognise that the prevailing conditions 
make it challenging to forecast future outcomes. 
The Directors believe that a three-year period 
is an appropriate period over which a reasonable 
expectation of the Group’s longer-term viability can 
be evaluated and is aligned with the Group’s business 
and strategic planning time horizon. It reflects 
the nature of the Group’s key markets, its businesses 
and products and its limited order visibility. 
While the Directors have no reason to believe that 
the Group will not be viable over a longer period, 
they believe that the three-year period presents 
readers of the Annual Report with a reasonable 
degree of confidence. 
The viability assessment has considered the 
potential impact of the principal risks on the 
business, in particular future performance 
(including the success of the strategy and the 
broader economic recovery) and liquidity over 
the duration of the Plan. Refer to the Principal 
risks and uncertainties section for further detail. 
The issue of tariffs is fast moving and recent but 
has ramifications in different risk areas, and is 
reflected where applicable (demand for products, 
cost pressure, supply chain dependency). Our 
approach is to carefully monitor the developments 
in this area, and Videndum will rely on its strong 
position in the markets in which it operates to 
implement price increases as necessary to pass on 
the additional cost of tariffs. The Group may be at 
an advantage relative to its competitors, the vast 
majority of which are Chinese. However, there is 
a risk that a prolonged tariff war increases the risk 
of a global recession impacting demand.
In making this statement, the Directors have 
considered the resilience of the Group under various 
market conditions, the principal risks facing the Group, 
together with the effectiveness of any mitigating 
actions and the availability of financing facilities. 
Further detail has been provided below on the key 
principal risks impacting the three-year period. 
Principal risk 1, “Treasury, including going concern” 
has the most fundamental influence on the 
Directors’ assessment of the Group’s long-term 
viability. Liquidity and covenant impacts have been 
carefully modelled across all forecast scenarios. The 
Directors are confident that appropriate mitigating 
actions are being implemented to manage this risk 
effectively. Key measures include active working 
capital management, cost savings from 
restructuring initiatives, and the commencement 
of long-term private lending arrangements. 
Principal risk 2, “Demand for Videndum’s 
products” and Principal risk 3, “Cost pressure”, 
have also specifically been incorporated into 
each modelled scenario. The declining demand 
and cost pressures are key factors within each 
scenario. A further decline of revenue, and the 
associated demand of products, has been 
factored into the severe but plausible scenarios.
The assessment has been made, at the date 
of signing these accounts, with reference to: 
–	 The Group’s financial position at the year ended 
31 December 2024 including the current and 
forecast funding position and the Directors’ 
expectation that a refinancing will be completed 
before the maturity in August 2026 of the 
Group’s £150 million Revolving Credit Facility; 
–	 The Group’s strategy and business plan; 
–	 The Board’s risk appetite; 
–	 The Group’s principal risks and 
uncertainties and how these are identified, 
managed and mitigated; 
–	 The Group’s going concern assessment; and 
–	 The external environment that the Group 
operates within. 
The Directors have reviewed the forecasted 
scenarios, including the severe but plausible 
scenarios modelled and took first quarter 2025 
trading into account in forming their view of the 
Group’s viability expectation. Refer to section 1 
of the going concern disclosure for further detail 
on the scenarios considered. In the short term, the 
viability of the Group is impacted by the recovery 
from the challenges faced in 2024 and the material 
uncertainty highlighted in the going concern section. 
The Group is expected to grow its profit margins over 
the course of the Plan. Based on this assessment, the 
Directors have a reasonable expectation that the 
Group will have sufficient resources to continue 
in operation and meet its liabilities as they fall 
due through to 31 December 2027, taking into 
account the need to resolve the material 
uncertainty. However, a significant sustained 
downturn would threaten the viability of the 
business over this three-year assessment period. 
Dividend
The Board recognises the importance of 
dividends to the Group’s shareholders and 
intends to resume payment of a progressive 
and sustainable dividend when appropriate 
to do so. The existing terms under the RCF 
preclude the Board from declaring a dividend.
Sean Glithero
Interim Chief Financial Officer
30 April 2025
approval date of the financial statements and 
believes that available liquidity will be sufficient 
to enable the Group to meet its liabilities as 
they fall due. Furthermore, the Board believes 
that the Amended Covenants will be met and 
that the business will successfully refinance 
prior to the end of September 2025.
The Board has conducted a thorough 
evaluation of the going concern assumption 
and has modelled both a base case and a 
severe but plausible downside scenario that 
reflects a prolonged period of weak demand. 
Notwithstanding the planned refinance, both 
financial projections reflect current borrowings 
and related terms, the Amended Covenants 
and net proceeds from the share placing.
Whilst there is headroom over the covenants 
linked to trading in the base case, the Group 
must, in all scenarios, complete its planned 
refinancing or satisfy lenders with an 
alternative deleveraging plan by October 2025, 
in order to avoid triggering an event of default. 
The Board is confident based on preparations 
and progress to date that either a refinance 
will be completed or a satisfactory deleveraging 
plan will be agreed.
As a result of the financial projections, under 
the severe but plausible scenario, multiple 
breaches of the Group’s covenants are forecast 
within 12 months from the approval of these 
financial statements. Furthermore, without 
additional sources of funding or new measures 
to improve the liquidity situation the business 
would have insufficient liquidity to operate 
from the first quarter of 2026.
If a covenant breach occurred, or additional 
liquidity beyond the liquidity cap be required, 
the Group would enter into negotiation with 
lenders as it has done in the past. However, as 
would be the case in any liquidity or covenant 
amendment request, funding to the Group 
could be withdrawn and additional liquidity 
or covenant relief not granted.
Should the severe but plausible scenario come 
to pass, and absent additional management 
mitigation actions, it could jeopardise the 
ability for the Group to successfully complete 
its planned refinancing prior to the end of 
September 2025. This could potentially mean 
the lenders exercising their right to default 
the RCF in October 2025 if a satisfactory 
agreement could not be reached to deleverage 
the Group. 
In April 2025 a series of significant, additional 
tariffs to be applied to goods entering the 
United States were announced. A number 
of countries applied retaliatory tariff increases 
on the US who subsequently suspended 
application of some of the additional tariffs. 
The Group sells its market-leading products 
throughout the world, including in the US, with 
components sourced from around the world, 
including from China. It also has US based 
manufacturing and assembly plants that serve 
countries outside of the United States and 
faces competition from Chinese origin products. 
Given the uncertain nature of the situation and 
not least the potential for a negative impact on 
the world economy from globally higher tariffs, 
the financial projections have not been adjusted 

Videndum plc
16
Annual Report and Accounts 2024
Operational and financial review continued
Key Performance Indicators (continuing operations†)
Health and safety: accident record
Number of accidents resulting in greater than three days’ absence. 
Performance
2024
2023
2022
2
2
2
2024 update
Our target is zero accidents. 
Adjusted operating profit margin*
Adjusted operating profit* divided by revenue. 
Performance
2024
2023
2022
(6)%
4%
15%
2024 update
Decline driven by lower volumes 
and H2 one-off charges. 
Net debt*
Net borrowings and lease liabilities. 
Performance
2024
2023
2022
£133.0m
£128.5m
£193.5m
2024 update
Free cash flow from continuing 
operations offset by discontinued 
operations cash outflow. Increase 
from additional lease liabilities.
Adjusted profit before tax*
Adjusted profit before tax*. 
Performance
2024
2023
2022
£(25.0)m
£1.8m
£60.2m
2024 update
Decline driven by lower volumes 
and H2 one-off charges. 
Basic earnings per share
Statutory profit after tax* from continuing and discontinued operations, 
divided by weighted average number of shares during the period.
Performance
2024
2023
2022
(155.8)p
(157.5)p
71.4p
2024 update
Higher number of shares following 
December 2023 equity raise offset 
by higher loss after tax.
Adjusted operating cash flow* 
Adjusted operating cash flow* 
Performance
2024
2023
2022
£16.8m
£11.6m
£59.7m
2024 update
Working capital inflows offset 
higher operating losses. 
Adjusted gross margin*
Adjusted gross profit* divided by revenue.
Performance
2024
2023
2022
33%
38%
44%
2024 update
Decline driven by H2 one-off 
stock provision charge.
Revenue
Change in revenue. 
Performance
2024
2023
2022
(8)%
(31)%
14%
2024 update
Decline driven by challenging 
macroeconomic environment. 

17
Financial Statements
Corporate Governance
Strategic Report

Videndum plc
18
Annual Report and Accounts 2024
Overview 
To achieve its strategic objectives, Videndum 
recognises that it will take on certain business 
risks. 
The Group aims to take business risks  
in an informed and proactive manner, such 
that the level of risk after mitigating action  
is aligned with the potential business rewards. 
Management regularly reviews risk exposures 
against current business risk level tolerances. 
Videndum aims to be a sustainable business, 
minimising its impact upon the environment, 
supporting and working to improve the 
societies in which it operates and with a 
rigorous governance framework ensuring 
the longevity of the business and minimising 
risks around its operations.
The risk management framework includes 
formal risk reviews and risk registers 
maintained at Divisional level and for Group 
functions (IT, Tax and Treasury, Central 
processes). 
Our approach is underpinned by a commitment 
to fairness and honesty in our relationships with 
our customers, suppliers, our people and all our 
stakeholders. The Group is risk averse with 
respect to risks that could negatively affect 
the safety of our employees and products, 
our brands or reputation, or risks that could 
lead to breaches of laws and regulations.
We have a disciplined financial management 
approach and in particular we seek to minimise 
the impact of short-term currency fluctuations 
on our business. The Group is committed to 
full compliance with all statutory obligations 
and full disclosure to tax authorities.
To support our strategic priorities, we have 
several business objectives which influence 
the way in which we proactively manage 
risks. These include: being a strong innovator 
and investing in research and development; 
optimising supply chain efficiency and 
operational excellence; robust HR processes 
for resourcing and talent development; 
and longer-term identification of 
acquisition opportunities.
Update since 2023
–	 The “Treasury” risk remains high as it 
encompasses risks relating to going 
concern, funding, cash management and 
foreign exchange. While borrowings remain 
stable, Revolving Credit Facility (“RCF”) 
covenants from December 2024 onwards 
were not expected to be met, and the Group 
has worked closely with the lending 
syndicate to seek amendment or waiver of 
these covenants ahead of testing. The 
Group has initiated steps to refinance the 
business through long-term private lending.
The Treasury risk is also heightened as a 
result of increased pressure on cash 
management due to: 1) The Videndum 
Pension Scheme Trustee may compel the 
Company to increase payment into the 
defined benefit pension scheme due to 
concerns about long-term funding in the 
context of going concern material 
uncertainty and pending finalisation and 
agreement of the valuation; 2) Additional 
challenges in managing inventory levels due 
to demand being less than planned.
–	 The risk relating to “Demand for 
Videndum’s products” remains high due to 
the challenging macroeconomic and market 
environment. However we are seeing 
improving signs, particularly in cine and 
broadcast, in terms of quantity and quality 
of projects and enquiries. In addition, the 
Group continues to innovate, and we believe 
the long-term fundamentals for the content 
creation industry remain strong. The risk 
will be further mitigated by ongoing 
structural cost saving initiatives.
–	 The risk relating to dependence on key 
suppliers has increased and been 
exacerbated by the reliance on several key 
single source suppliers. This applies to 
specific supplies, in particular glass panels 
used for SmallHD monitors, wireless 
transmission modules, and other specialist 
components. 
–	 The “People” risk is higher due to the 
increased pressure linked to restructuring 
initiatives and measures to contain costs 
given pressures on the business, including 
short time working. This may affect morale 
and lead to greater employee turnover. 
Headcount freezes place higher demands 
on existing employees which, alongside 
salary increases being frozen and bonuses 
not having been paid this year, may lead to 
increased dissatisfaction.
–	 The risk relating to “restructuring and 
disposals” continues to increase given that 
the Group is executing several important 
restructuring activities including a 
consolidation of manufacturing activities 
and centralisation of central functions.
–	 The overall cost pressure has reduced 
somewhat in 2024. Commodity and energy 
costs have stabilised, and inflationary 
pressures and availability of critical 
components have improved. Considering 
geopolitical uncertainty, in particular 
conflict in the Middle East, we monitor 
closely the impact this may have on energy 
costs and cost of logistics. The increase in 
trade barriers in 2025 and the impact this 
may have on sourcing of products will need 
to be carefully monitored. The risk in 
relation to reputation has reduced, but 
remains elevated, after a very challenging 
two years. 
–	 The likelihood of any acquisition is very low 
in the short term, so the risk is 
correspondingly low. 
The issue of tariffs is fast moving and recent 
but has ramifications in different risk areas, 
and is reflected where applicable (demand for 
products, cost pressure, supply chain 
dependency). Our approach is to carefully 
monitor the developments in this area, and 
Videndum will rely on its strong position in the 
markets in which it operates to implement 
price increases as necessary to pass on the 
additional cost of tariffs. The Group may be 
at an advantage relative to its main 
competitors, the majority of which are 
Chinese. However, there is a risk that a 
prolonged tariff war increases the risk of a 
global recession impacting demand. 
The Group has an established 
framework for reviewing and 
assessing risks and has appropriate 
processes and procedures to mitigate 
against them.
Principal risks and uncertainties

Strategic Report
Corporate Governance
Financial Statements
19
Principal risks
Relative positioning at the end of 2024
1.
Treasury including going concern
2.
Demand for Videndum’s products 
3.
Cost pressure
 
4.
Dependence on key suppliers
5.
Dependence on key customers
6.
People
 
7.
Laws and regulations
8.
Reputation of the Group
9.
Business continuity including cyber security
10.
Climate change
11.
Restructuring and disposals
12.
Acquisitions
Key	
  Increased   
  Stable   
  Reduced
All risks are measured in terms of their financial impact. The categorisation above is based on risk type.
Low 
High
Likelihood
2
7
8
1
4
10
12
5
3
9
6
11
Strategic
Financial 
Operational and 
compliance
Key
Low 
High
Impact

Videndum plc
20
Annual Report and Accounts 2024
Principal risk 
Mitigation
Strategic priority*
1. Treasury including going concern 
The Treasury risk encompasses risks relating to going concern, 
funding, cash management and foreign exchange. 
The risk has increased due to the number of going concern material 
uncertainties identified, including those linked to funding and the 
planned refinancing of the Groups’ RCF.
While borrowings remain stable, earnings were lower in the year 
and this led to a December 2024 covenant amendment and related 
covenant waivers post year end. The April 2025 covenant reset is 
dependent on the Group refinancing as planned or providing 
lenders with an alternative deleveraging plan that is acceptable to 
them.
The Trustee of the UK Defined Benefit scheme may seek from the 
Group an increased payment into the defined benefit scheme due 
to concerns about long-term funding in the context of going 
concern material uncertainty.
The Treasury risk is also heightened as a result of increased 
pressure on cash management, in particular the additional 
challenges in managing inventory levels due to demand being less 
than planned. 
–	 The Group reset covenants in April 2025 through to 
the end of the facility. 
–	 The Group is undertaking steps to refinance the 
business through long-term private lending, though 
the quantum, tenure, pricing and conditions are yet to 
be determined. Should this not occur an alternative 
deleveraging plan will be prepared that may include 
significant disposals or another equity issue. 
–	 The UK Defined Benefit scheme is well funded and the 
Group is in active dialogue with the Trustees who are 
supportive of the planned refinance. 
–	 The Group is actively managing working capital 
focusing mainly on reducing inventory. Significant 
reductions have been achieved so far in 2025. 
–	 Several cost saving and other restructuring activities 
have been launched. Savings are already being 
generated. 
–	 Use of appropriate hedging activities on forecast 
foreign exchange net exposures
–	 Overseas investments partly financed using foreign 
currency borrowings to provide a net investment 
hedge over the foreign currency risk that arises on 
translation.
1
2
3
4
2. Demand for Videndum’s products 
The risk relating to “Demand for Videndum’s products” remains high 
due to challenging macroeconomic conditions and the market 
environment. 
Geopolitical issues including increased trade barriers and tariffs 
between countries increases the risk of a global recession. 
Global recessionary and inflationary pressures have reduced 
consumers’ disposable income and impacted demand for consumer-
oriented products. 
We recognise that Artificial Intelligence may create additional risks 
and opportunities for the content creation sector. 
Recovery following the end of the strikes has been slower than 
expected, however there are improving signs. 
–	 Close monitoring of target markets and user 
requirements including those of key customers. 
–	 Monitoring of geopolitical developments and 
adapting plans accordingly, particular with respect to 
tariffs.
–	 The fundamentals of the content creation industry 
remain strong which has been reaffirmed though 
extensive commercial due diligence.
–	 The Group continues to invest in new product 
development and marketing, phasing out replaced or 
old products as required. 
–	 The operational footprint and build plans for our 
manufacturing plants are adjusted to respond to 
changes in demand.
–	 Continued focus on operational efficiencies to offset 
the risks relating to slower demand. 
–	 A diversified approach to channels and markets helps 
to mitigate long-term risks. 
1
2
Principal risks and uncertainties continued

Strategic Report
Corporate Governance
Financial Statements
21
Key	
  Increased   
  Stable   
  Reduced
Principal risk 
Mitigation
Strategic priority*
3. Cost pressure 
Absent recent and fluctuating changes in the tariffs landscape, 
overall cost pressure has reduced some-what in 2024. Commodity 
and energy costs have stabilised, and inflationary pressures and 
availability of critical components have improved. 
The increase in trade barriers and tariffs in 2025 and the impact 
this may have on sourcing of products and their landed cost will 
need to be carefully monitored.
Considering geopolitical uncertainty, in particular conflict in the 
Middle East, we monitor closely the impact this may have on 
energy costs and cost of logistics. 
The risk in relation to reputation has reduced, but remains 
elevated, after a very challenging two years. 
–	 Pricing, and the ability to pass on any additional 
costs, are carefully monitored. 
–	 The closure of our manufacturing operations in Bury 
St Edmunds, UK, moving these to our existing sites in 
Feltre, Italy and Cartago, Costa Rica.
–	 Careful monitoring of all costs versus budgets with 
production and sourcing activities continually 
reviewed for cost-saving opportunities. 
–	 Key supplier agreements regularly retendered to 
achieve optimal value.
–	 Labour efficiency improvements through initiatives 
such as Lean Principles.
–	 Salaries and benefits are regularly benchmarked.
–	 Reduced reliance on direct energy consumption 
through installation of solar panels and other energy 
saving measures.
3
4
4. Dependence on key suppliers 
We source materials and components from many suppliers in 
various locations and in some instances are more dependent on a 
limited number of suppliers for particular items. 
If any of these suppliers or subcontractors fail to meet the Group’s 
requirements, we may not have readily available alternatives, 
thereby impacting our ability to provide an appropriate level of 
customer service. 
The risk is increased and exacerbated by the reliance on several key 
single source suppliers including for wireless transmission modules 
and glass panels for SmallHD. 
The risk is further exacerbated by geopolitical tensions and 
increased trade barriers and tariffs. 
–	 Where possible, dual sourcing is in place for all 
materials and components, using suppliers in 
different territories. 
–	 Monitoring of service levels against pre-defined Key 
Performance Indicators (“KPIs”). Strong relationships 
are maintained.
–	 In-sourcing opportunities have been identified to 
improve margins and reduce key supplier 
dependencies. 
–	 Maintenance of buffer stock for the most significant 
dependencies, to mitigate the impact of supply chain 
issues. 
–	 Formalised sales and operations planning in pace, 
which enables us to anticipate requirements for raw 
materials and other components.
–	 Business interruption insurance (within deductible 
limits) provides coverage for named key suppliers. 
1
3
5. Dependence on key customers 
While the Group has a wide customer base, the loss of a key 
customer, or a significant worsening in their success or financial 
performance, could result in a material impact on the Group’s 
results. 
Videndum’s largest customer accounted for more than 10% of the 
Group’s total turnover in 2024. 
The business also works with a variety of customers on large 
sporting events and the extent of these activities varies year-on-
year. 
–	 Development of strong relationships and dedicated 
account management teams for key accounts. 
–	 Strict monitoring of receivable balances. Credit 
insurance schemes in place covering approximately 
50% of total trade debtor balance. 
–	 Continued focus on multiple channels of distribution. 
The Group has already agreed its participation in 
large projects for the next two years including the 
2026 Winter Olympics and the 2026 FIFA World Cup. 
2
*	 Our core competencies as outlined in our strategic review on page 6 are: 1. Technology leadership; 2. Worldwide channel strength; 3. Sourcing and manufacturing excellence;  
4. Operational efficiency

Videndum plc
22
Annual Report and Accounts 2024
Principal risks and uncertainties continued
Principal risk 
Mitigation
Strategic priority*
6. People 
“People” risk is higher due to the increased pressure linked to 
restructuring initiatives and measures to contain costs given 
pressures on the business, including short time working. This may 
affect morale and lead to greater employee turnover. 
Headcount freezes place higher demands on existing employees 
which, alongside salary increases being frozen and bonuses not 
having been paid this year, may lead to increased dissatisfaction.
This risk also incorporates employee health and safety and risks 
affecting employee wellbeing.
–	 Increased change management activities and 
employee engagement are implemented as part of 
the restructuring programmes. 
–	 Attrition rates are carefully monitored throughout 
this transition period. No major concerns noted at this 
point. 
–	 Employees’ health and safety is taken very seriously 
and risks and issues are carefully monitored. 
–	 Employees are rewarded fairly with competitive 
remuneration packages. The Group is currently 
working to harmonise and improve consistency of 
remuneration and benefits across the Group. 
1
3
4
7. Laws and regulations 
We are subject to a comprehensive range of legal obligations in all 
countries in which we operate. 
As a result, we are exposed to many forms of legal risk. These 
include, without limitation, regulations relating to government 
contracting rules, sanctions regimes, environment and climate 
change, taxation, data protection regimes, anti-bribery provisions, 
competition, and health and safety laws in numerous jurisdictions 
around the world. 
Failure to comply with such laws could significantly damage the 
Group’s reputation and could expose Videndum to fines and 
penalties.
–	 Dedicated legal and regulatory compliance resources 
supported by external advice where necessary. 
–	 Monitoring of developments in the regulatory 
environment in which our companies operate, 
including the effect of tax changes. 
–	 We enhance our controls, processes and employee 
knowledge to maintain good governance and to 
comply with laws and regulations. Our Code of 
Conduct sets out the standards expected of 
Videndum and our employees.
–	 Intellectual Property is actively protected, and 
Videndum seeks to enforce its intellectual property 
rights. 
–	 A compliance search engine is used to monitor and vet 
third parties, including for possible issues relating to 
sanctions regimes. 
1
3
8. Reputation of the Group 
Damage to our reputation and our brand names can arise from a 
range of events such as poor product performance, unsatisfactory 
customer service, and other events either within or outside our 
control. 
We are mindful of the increasing levels of regulatory and 
stakeholder scrutiny of companies’ affairs, coupled with the 
widespread impact of social media. 
The societal impact of our brands and the sustainability of our 
operations are increasingly important to consumers of Videndum 
products and our investor community.
–	 Strong standards of product quality and customer 
service are enforced. 
–	 Business is managed in a safe and professional way, 
in accordance with our corporate values. 
–	 All employees and stakeholders are expected to abide 
by Videndum’s Code of Conduct which was 
relaunched in early 2024 with additional training 
provided. 
–	 A whistleblowing facility is in place for employees to 
escalate any concerns. 
–	 Third party due diligence framework includes 
compliance searches and inspections, and 
consideration of reputational issues. 
1
3

Strategic Report
Corporate Governance
Financial Statements
23
Key	
  Increased   
  Stable   
  Reduced
Principal risk 
Mitigation
Strategic priority*
9. Business continuity including cyber security 
There are risks relating to business continuity resulting from 
specific events such as natural disasters including earthquakes, 
floods, fires, or pandemic flu, and climate change induced 
disasters. 
These may impact our manufacturing plants or supply chain, 
particularly where these account for a significant amount of our 
trading activity. 
We are also dependent on our IT platforms continuing to work 
effectively to support our business and therefore there is a cyber 
security risk for the Group. 
Cyber risk more broadly remains a major concern in view of the 
high number of cyber security breaches affecting the corporate 
sector, and new/emerging threats such as Deepfake.
–	 Business Continuity Plans and Disaster Recovery 
plans are mandated for key sites and systems. 
–	 Global insurance in place which provide cover for 
certain business interruption events. Coverage is 
re-viewed annually to determine whether 
adjustments are needed. We have increased the 
indemnity period to 18 months for several sites. 
–	 Significant investments made in implementing new 
security tools and processes. Ongoing integration of 
IT infrastructure and systems will strengthen security 
in the long-run. 
–	 An online cyber awareness training programme is in 
place. This includes a phishing simulation. 
1
4
10. Climate change 
We understand the serious nature of the challenges relating to 
climate change and the implications this may have on our 
operations and business model. 
We consider the physical risks to people, assets and supply 
operations based on a projected increase in the frequency of 
natural disasters caused by climate change, and the impact of 
gradual changes such as increasing temperature. 
Additional resource is needed to manage this issue and meet 
additional reporting requirements. 
Additional costs may arise, with regards to: property and business 
continuity insurance; carbon tax; and meeting product regulation. 
–	 A climate change risk management framework has 
been established, in compliance with reporting 
requirements including CFD. 
–	 The Group continues to reduce reported emissions for 
scopes 1, 2 and 3. 
–	 Several energy savings initiatives have been 
implemented such as solar roof panels at the main 
manufacturing sites, conversion of lighting to LED 
lighting, Electric vehicles, etc. 
–	 Other initiatives in place to maximise efficiency and 
reduce the environmental footprint of the Group. 
1
3
11. Restructuring and disposals 
The risk relating to “restructuring and disposals” continues to be 
high given that the Group is in the process of executing several 
important restructuring activities including a consolidation of 
manufacturing activities and centralisation of certain key 
functions.
There is a risk that such restructuring initiatives do not achieve the 
desired benefits, soon enough, or have adverse impacts such as 
disruption to the operations.
–	 The restructuring roadmap, objectives and financial 
savings have been defined with progress actively 
tracked. 
–	 The status of all restructuring projects is carefully 
managed and regularly reported to the Executive 
Committee and the Board. 
–	 The main projects are underpinned by robust project 
management principles. 
4
12. Acquisitions 
The risk impact is currently low due to lack of availability of funds.
–	 Not applicable.
1
*	 Our core competencies as outlined in our strategic review on page 6 are: 1. Technology leadership; 2. Worldwide channel strength; 3. Sourcing and manufacturing excellence;  
4. Operational efficiency

Videndum plc
24
Annual Report and Accounts 2024
Our stakeholders
Videndum’s stakeholders are important and 
understanding their needs and listening to their 
views are crucial to Videndum’s strategic planning 
and operational delivery. Our key stakeholders 
are set out below:
Customers
Suppliers
Employees
Our success is dependent 
on our ability to understand 
and respond to our customers’ 
needs. They include 
broadcasters, film studios, 
photographers, ICCs, vloggers, 
influencers, professional sound 
crews and enterprises.
We have a large number 
of suppliers globally, as the 
majority of our operations are 
relatively low-volume, small 
batch processes. We source 
materials from suppliers close 
to our manufacturing facilities 
where possible.
Our employees are the best in 
the sector, our single greatest 
asset and critical to our 
success. We aim to offer 
a safe, inclusive and engaging 
work environment.
2024 outcomes
–	 2024 continued to be challenging 
for Videndum.
–	 Our main customers and end users were 
impacted by the continued challenges 
from 2023.
–	 We kept in close contact with key 
customers and continued to collaborate 
with end users to develop new products 
to meet their needs.
2024 outcomes
–	 2024 saw further pressure on our supply 
chains due to macroeconomic headwinds, 
however our businesses managed this via 
solid working relationships with key suppliers.
–	 Videndum continues to develop a Group-wide 
methodology for evaluating suppliers as part 
of our ESG programme. 
2024 outcomes
–	 Due to the strikes and the challenging 
market conditions, the business is 
undergoing significant restructuring 
and changes to its operating model.
–	 We kept our employees informed via Town 
Hall and team meetings and internal emails.
–	 All permanent employees were offered 
an opportunity to join the Videndum 
Sharesave Scheme in May 2024.
–	 In 2024 we relaunched our Code of 
Conduct to all employees with online 
training to support their understanding 
of the detail of the Code of Conduct. 
Our Section 172 statement, which sets out 
how the Board takes stakeholder interests 
into account when making decisions, 
can be found on page 55
Chairman’s review on page 8
Employee engagement on page 27
Diversity information on page 27
Health and safety at Videndum on page 27
Whistleblowing service on page 28
Responsible business from page 26

Strategic Report
Corporate Governance
Financial Statements
25
Communities
Shareholders
We have a number of 
manufacturing and office 
facilities around the world. 
We aim to support the 
communities we work in, 
limiting any negative impact 
on the environment and 
protecting natural resources 
to create long-term 
sustainability for the business.
Videndum maintains open 
and regular contact with our 
shareholders. Shareholders 
play an important role in 
helping to shape our strategy 
and monitor governance.
2024 outcomes
–	 ESG Committee oversees our Environmental, 
Social and Governance programme.
–	 By implementing smarter ways of working 
and investing in infrastructure, we have 
already achieved a c.60% reduction (market 
based approach) across the Group’s Scope 1 
and 2 emissions since 2019 (excluding the 
impact of newly acquired businesses). Our 
formal baseline for measuring Scope 1, 2 and 
3 emissions is 2021 when the methodology 
was fully rolled out. We have reviewed 
progress against 2019 in order to analyse 
year-on-year trends, although 2019 is 
not technically the baseline year. 
–	 In 2024, our key focus areas included 
energy reduction pathways, enhanced 
tracking of waste, and the development 
of new/sustainable products. 
2024 outcomes
–	 Proactive engagement with investors 
and analysts.
–	 Regular updates given to the market 
on business performance.
–	 Annual Report, results presentations, 
investor roadshows and meetings held 
virtually or in person.
–	 Annual General Meeting held in June 2024.
More information on our community  
and environmental initiatives can 
be found in the Responsible business 
report from page 26
Further information on page 56

Videndum plc
26
Annual Report and Accounts 2024
Responsible business
Contents
Our people 
27
Environment 
27
Responsible practices 
28
Task Force on Climate-related 
Financial Disclosures Report (“TCFD”)
30
Non-Financial and Sustainability  
Information Statement
45
Our ESG strategy and commitment
We are a small company with a global footprint and are 
committed to working responsibly. Our ESG initiatives are 
overseen by the Videndum plc Board with several ESG 
teams in the business coordinating activities through an 
ESG Committee. Our focus is on four areas – our people, 
the environment, responsible business practices and giving 
back. Given the financial challenges faced in 2024, we had 
to adapt our ESG programme to fit into the financial 
constraints faced. The following is an overview of each 
of these areas. 
Read more online at  
videndum.com/responsibility

27
Financial Statements
Corporate Governance
Strategic Report
Overview
We are committed to building a diverse and 
talented workforce, providing equal opportunities 
that attract, develop and retain skilled individuals. 
Employee engagement
We actively engage employees through regular 
virtual and in-person meetings led by Divisional 
CEOs, with senior leadership also participating. 
In 2024, Non-Executive Director Caroline 
Thomson held an engagement session with our 
Creative Solutions Division. Employees are also 
kept informed via newsletters, email updates, 
and Town Hall meetings throughout the year. 
Employee wellbeing
The wellbeing of our employees is an important 
area of focus. Initiatives focusing on healthcare, 
the working environment, employee benefits and 
training are in place. 
Learning and development
Our commitment to investing in our employees’ 
growth remains despite the market challenges in 
2024. Videndum provides career development 
opportunities aligned with individual and 
organisational needs, integrating them with 
performance reviews to support growth. 
Diversity and inclusion
Our Diversity and Inclusion (“D&I”) Strategy 
is built on clear, actionable goals to create 
meaningful change. Our policy is displayed on 
our website, demonstrating our commitment. 
Our Code of Conduct reinforces our strategy, 
prohibiting any form of discrimination.
Gender diversity 
The Board continues to monitor progress on 
equality and the Group’s gender breakdown at 
the end of 2024 can be seen in the table below.
Female
Male
%
%
Group Board of Directors 
3
50%
3
50%
Executive Committee
1
17%
5
83%
Senior Leadership Team
2
11%
17
89%
Rest of Organisation
434
29%
1048
71%
Health and safety
The Group adheres to rigorous health and safety 
standards across all our sites, creating a safe 
and healthy working environment for all our 
employees. Our Health and Safety policy is 
readily accessible on our website, reflecting our 
commitment to transparency and accountability. 
Videndum prioritises ongoing training for all staff, 
tailored to the specific safety requirements of 
their roles and remains committed to continuing 
this trend and creating an ongoing safe 
workspace for our employees. 
Our people
Read more online at 
videndum.com/responsibility
Overview
At Videndum, we are working to minimise our impact on the environment and safeguarding 
natural resources, ensuring long-term sustainability for our business. 
Our targets
Table 1: The Group’s 2024 Environmental targets and progress
Targets
Progress in 2024
Reduce carbon 
emissions
Videndum aims to annually reduce scope 1, 2 and 3 emissions across 
operations and our value chain. Please see page 40 of the report 
for more information on the Group’s emissions reduction progress.
Reduce packaging and 
waste
Media Solutions:
–	 4.5% of the total Media Solutions waste generated goes 
to waste-to-energy, with 0% going to landfill.
–	 	50% of Media Solutions’ main plastic packaging comes from 
recycled materials. Internally, Media Solutions is redesigning 
its packaging to eliminate plastics wherever possible and working 
closely with suppliers for further improvements in sourcing 
sustainable packaging materials.
–	 	80% of Media Solutions’ main paper and cardboard packaging 
has been replaced by sustainable, Forest Stewardship Council 
(“FSC”) certified cardboard. 
Creative Solutions:
–	 Achieved the single use plastic target of 50% reduction by the 
end of 2024; a 65% reduction year-on-year has occurred.
–	 55% of Creative Solutions cardboard is FSC.
Production Solutions:
–	 FSC cardboard is now used at the Bury St Edmunds site. 
–	 The newly acquired cardboard supplier at our Cartago site 
has plans to be FSC certified in 2025. 
Embed sustainability 
into our product life 
cycle
–	 Videndum continues to work to embed sustainability into new 
product development and is undertaking Product Lifecycle 
Assessments (“PLCA”) where appropriate and feasible.
–	 Media Solutions conducted a PLCA to determine the 
environmental impact of three products (two photo tripods 
and one microphone).
–	 The Anton Bauer Sharkfin PLCA project was completed at the 
end of 2024. During 2025 the New Product Introduction (“NPI”) 
process will include PLCA criteria in the decision making of each 
stage of the development process.
Carbon emissions
As a business, Videndum is dedicated to 
reducing our environmental impact through 
reducing the carbon emissions associated 
with our direct operations. 
Water stewardship
Videndum recognises the importance of water 
as a natural resource and understands that 
our operations impact this. Therefore, 
Videndum is committed to actively 
contributing to its conservation. While our 
water use is relatively low — primarily for 
domestic use — our Divisions are committed 
to minimising consumption where feasible. 
Environment

Annual Report and Accounts 2024
28
Videndum plc
Responsible practices
risk, sanctions, politically exposed persons 
and adverse media reports. Employees 
involved in partner selection are trained 
to use this system before engaging with 
any new third party. At least annually, 
updates on anti-bribery measures are 
provided to both the Board and the Audit 
Committee to ensure compliance.
Sustainable procurement
Videndum takes ethical procurement seriously 
and uses NAVEX RiskRate to screen new 
suppliers and conduct ongoing audits of 
existing partners. Our procurement process 
integrates environmental and ethical 
considerations at every stage. Standard 
questionnaires have been developed to assess 
suppliers, and a detailed site inspection 
is mandatory for critical partners. These 
audits review both operational efficiency 
and responsible supply chain practices. Any 
failure to meet our vetting criteria results 
in the termination of the partnership.
Whistleblowing service
In pursuit of high standards of transparency 
and integrity, Videndum provides an independent 
whistleblowing service, in collaboration with 
NAVEX, that allows employees and third 
parties to report any suspected misconduct 
confidentially. To achieve this, all reports 
are forwarded directly to the Chairman, the 
Group Company Secretary, the HR Director, 
and the Chair of the Audit Committee. Each 
investigation is carried out independently 
by senior management uninvolved with the 
reported matter, ensuring a fair and impartial 
process. Videndum protects anyone who 
raises concerns in good faith from retaliation.
Conflicts of interest
The Group take conflicts of interest seriously, 
and our Conflicts of Interest Policy outlines 
the processes for reporting and managing 
any potential conflicts. Central to this policy 
is our register, which documents all declared 
conflicts of interest. Each Director is required 
to disclose any conflict of interest that arises 
in connection with their duties. The Company’s 
Articles of Association provide a framework 
for managing these conflicts, permitting the 
Board to authorise a conflicted Director to 
participate in discussions and decisions on the 
matter once it has been declared. Videndum 
confirms that no conflicts were reported 
throughout 2024, reflecting our commitment 
to transparency and ethical governance.
Workforce remuneration policies
Our remuneration policy ensures that 
Videndum attracts, retains and motivates 
top talent. Approved by shareholders and 
overseen by the Remuneration Committee, 
this policy aligns employee rewards 
with strategic objectives and corporate 
values. Further details are available in our 
Remuneration report from page 69. 
Political donations
Videndum made no political donations in the 
year ended 31 December 2024. The Company’s 
policy is not to make political donations. 
Whilst we make no political donations, we 
are seeking to renew an enabling resolution 
to cover political donations at our 2025 
AGM. This is to protect the Company and 
Directors in the case of an inadvertent 
political donation. Refer to the 2025 AGM 
Notice of Meeting for further details.
Information systems and technology
At Videndum, our IT systems are critical 
in supporting operational objectives while 
safeguarding against cyber threats and 
data breaches. To maintain these high 
standards, our Interim Chief Financial 
Officer oversees the governance of all 
IT functions, ensuring they are aligned 
with both business needs and security 
protocols. Our IT policy outlines employee, 
contractor and third-party expectations 
when accessing and using the Group’s 
systems. It provides essential guidelines 
on data confidentiality, General Data 
Protection Regulation (“GDPR”) compliance, 
cyber security, and the appropriate 
use of technology. Videndum conducts 
regular vulnerability assessments and 
penetration tests with specialist providers, 
implementing key controls such as patch 
management, multi-factor authentication, 
and user access controls to mitigate risks. 
The Board and Audit Committee are also 
regularly updated on emerging cyber 
threats and protective measures. The 
Group has moved to standard certification 
and accreditation, using the government-
backed Cyber Essentials framework and 
will work towards the IASME certification.
Overview
Cultivating an ethical business environment 
is fundamental at Videndum. All employees 
must understand our expectations of their 
conduct and follow our workforce policies. 
Our values, integrity and purpose drive 
our business values and decisions, ensuring 
that the impact on all our stakeholders 
is considered. Integrity is central to 
Videndum’s identity.
Policies, procedures and training
Videndum places great emphasis on 
maintaining a responsible and ethical 
workplace. The Board and Executive 
Committee are closely involved in reviewing 
and approving key policies that shape the 
conduct and behaviour of our workforce. 
To ensure these policies are effectively 
understood and embedded, regular training 
sessions are organised for employees and key 
compliance policies are published on Divisional 
intranets and the Group’s website, with 
some included in the employee handbook. 
Code of Conduct
Our Code of Conduct sets clear expectations 
for employee behaviour, emphasising 
integrity in anti-bribery and ethical decision-
making. The Code of Conduct is translated 
into multiple languages to ensure global 
accessibility and is supported by training 
for all employees. Senior management 
is required to complete an online training 
module covering topics such as conflicts 
of interest, share dealing, legal duties, 
and reputational risks. To reinforce our 
commitment, Videndum relaunched the 
Code and its associated training modules 
in early 2024 for all employees. Videndum 
holds our business partners to the same high 
standards, expecting them to adhere to the 
principles outlined in our Code of Conduct. 
Anti-bribery and corruption
Videndum operates with zero tolerance 
towards bribery and corruption. The Group 
understands that bribery and corruption is 
illegal and negatively impacts the Company, 
community, and environment. Our anti-
bribery and corruption policy is available 
on our website. This policy clearly states 
this commitment, with annual employee 
training reinforcing this culture. To safeguard 
against bribery and corruption, Videndum 
screens all major third parties using third-
party software, NAVEX RiskRate. This 
screening process covers over 1,100 entities 
and evaluates factors such as reputational 
Responsible business continued
Read more online at 
videndum.com/responsibility

29
Financial Statements
Corporate Governance
Strategic Report

Videndum plc
30
Annual Report and Accounts 2024
Responsible business continued
We aim to continuously improve our TCFD 
reporting as guidance evolves and our 
responsible business programme progresses. 
We are committed to providing information 
about climate-related risks and opportunities 
relevant to our business. In 2024, Videndum 
(“the Group”) was consistent with the 
requirements of the Listing Rule (“LR”) 
6.6.6R(8) by including climate-related 
financial disclosures consistent with the 
TCFD recommendations and recommended 
disclosures. Videndum is producing this 
statement to be consistent with the 
mandatory climate-related financial 
disclosure (“CFD”) requirements under the 
Companies (Strategic Report) (Climate-
related Financial Disclosure) Regulations 
2022. As a Main Market listed company 
with more than 500 employees, Videndum 
is captured by CFD regulations. We are 
consistent with all 11 TCFD recommendations 
and all eight CFD recommendations for 2024.
The Board has considered the TCFD additional 
guidance (2021 TCFD Annex) in preparing 
the disclosures. 
Governance 
We have a robust governance framework 
designed to ensure the continued success 
of our business while minimising risks to our 
operations and supply chains. We have a 
coordinated Group-wide approach to ESG, 
focusing on the material issues affecting the 
business and its stakeholders. 
The Board provides oversight and has overall 
responsibility for the Group’s ESG programme 
and climate-related risks and opportunities. 
The Board delegates authority for monitoring 
and managing climate-related topics to the 
ESG Committee, comprising senior executives 
from across the Group. The ESG Working 
Group meets bi-weekly and is facilitated by 
our third‑party ESG consultants, Inspired ESG, 
to ensure TCFD and CFD consistency across 
the Group. The Working Group’s progress 
was reported to the ESG Committee at every 
meeting in FY 2024, of which there were two. 
The ESG Committee is responsible for 
monitoring and managing climate-related 
topics and driving ESG performance. The ESG 
Committee provides climate data to our ESG 
consultants, Inspired ESG, to identify the 
climate-related risks and opportunities. 
The ESG Divisional Leads are provided with 
regular updates on climate-related matters 
from the relevant departments, and this is 
communicated in the ESG Working Group, 
ensuring all climate-related risks are 
monitored. The Head of Group Risk Assurance, 
who has been delegated the responsibility 
for identifying and assessing climate risks 
and opportunities, attended all climate risk 
management workshops in 2024, which were 
supported by Inspired ESG. The Head of Group 
Risk Assurance also leads the climate change 
risk management and regularly reviews 
mitigation plans on behalf of the ESG 
Committee, providing updates at all ESG 
Committee meetings. The Head of Group Risk 
Assurance provides updates on TCFD, including 
emissions by site, to the Audit Committee at 
least once a year to track progress towards 
achieving emission reduction targets. The 
Board received training on climate-related 
issues and ESG matters through updates from 
ESG Committee meetings. This ensures that 
the Board had oversight of climate change 
throughout 2024 and remained informed 
on the developing mitigation measures for 
climate-related risks. Inspired ESG also 
provided an overview of upcoming and existing 
climate legislation, including the Corporate 
Sustainability Reporting Directive (“CSRD”) 
at each ESG Committee meeting in 2024. Key 
ESG Committee discussion points, included 
CSRD progress, a review of emission reduction 
progress and the implementation and success 
of energy efficiency initiatives. Such points 
were distributed to the Board after each 
ESG Committee meeting.
ESG and climate governance have been 
integrated into the Group’s risk management 
processes. The Board considers climate change 
when reviewing and guiding business strategy, 
for example, the Board incorporates the 
financial planning of future compliance costs 
relating to climate change into strategies 
including costs of CSRD consistency and 
the need to purchase Renewable Energy 
Certificates (“RECs”) to help meet targets. 
RECs were purchased for aspects of the 
business, including SmallHD, Wooden Camera 
and Creative Solutions Los Angeles sites. 
In addition, to ensure the Board can effectively 
guide the Group’s ESG targets, regular updates 
on progress to achieve the emission reduction 
targets are provided to the Board, at the ESG 
Committee meetings. Inspired ESG supports 
the Group in Scope 1, 2 and 3 emissions 
calculations and advise on any changes to 
targets where necessary. 
The Audit Committee continues to review 
financial and non-financial risks outlined in the 
Group Risk Register, including climate change. 
Although climate change is classified as a 
principal risk, the impact is considered minimal 
and manageable in the short to medium 
term as we have integrated climate-related 
mitigation measures to address climate-
related risks. The Head of Group Risk Assurance 
provides updates on TCFD to the Audit 
Committee at least once a year.
In 2024, we continued to develop our TCFD reporting, further embedding 
the recommendations and latest guidance into our existing processes. 
Task Force on Climate-related Financial Disclosures Report (“TCFD”)

Strategic Report
Corporate Governance
Financial Statements
31
We conducted the analysis using three 
timeframes that align with the UK’s net zero 
target by 2050:  
–	 	Short term (2024–2029) aligns with 
the Group’s short-term financial planning 
for 2025.
–	 	Medium term (2030–2039) is consistent 
with the Group’s net zero target by 2035.  
–	 	Long term (2040–2051) is consistent 
with the UK Government’s net zero pledge 
by 2050. 
We work closely with Inspired ESG, to assess 
the potential climate-related risks across all 
sites and selected supply chain operations, 
analysing the impact of both physical risks 
(the physical impact of climate change), 
which can be acute (event-driven) or chronic 
(longer-shifts in climate patterns) and 
transition risks (risks associated with the 
transition to a decarbonised economy such 
as the increased cost of raw materials and 
energy, and increase in carbon pricing). See 
page 44 for our risk-scoring methodology. 
Since 2021, climate change has been 
considered a principal risk for the business. 
The aforementioned timeframes align with 
the Group’s business and strategic planning 
horizon. We modelled our climate scenarios 
Table 1. Scenario warming pathways used in 2024.
using several established models, such as 
the International Energy Agency’s World 
Energy Models (“WEM”) and the Shared 
Socioeconomic Pathways (“SSPs”). Climate 
scenarios make projections on hypothetical 
futures and come with a degree of 
uncertainty, such as projected discrepancies 
between potential and actual conditions. 
Variables can be overestimated or 
underestimated, leading to some unreliable 
predictions. There have been no significant 
changes in our methodology compared to 
previous years, only updates to improve 
accuracy for best practice reporting.
Climate scenario analysis: results 
We identified 18 climate-related risks and 
eight opportunities that could impact the 
Group. Transition risks were analysed at the 
Group level, and physical risks were assessed 
at the site level. Tables 2 and 3 summarise 
these risks, forming our climate change 
principal risk and uncertainty classification. 
These risks were considered to have the 
greatest potential impact on the Group’s 
financial performance, with a potential 
financial impact of more than £1 million. 
The potential financial impact for each risk 
is shown in Tables 2 and 3, and the Group’s 
opportunities are shown in Table 4.
Due to the expected increase in future 
reporting obligations, transition risks were 
identified as the most significant to the 
Group. These risks are expected to grow 
as the global economy decarbonises, 
especially in scenarios below 2°C or 2–3°C, 
with governments imposing stricter climate 
reporting requirements and expanding carbon 
pricing mechanisms. The maximum annuity 
impact of climate change was included in 
the Group’s long-term financial modelling 
for cash-generating units (“CGUs”), showing 
no material impact on available headroom. 
The 2025 budget already accounts for 
compliance and consultancy costs, such 
as CSRD reporting. Cross-industry metrics, 
including greenhouse gas (“GHG”) emissions, 
risks, opportunities, and carbon pricing, were 
used to estimate the financial impact of 
climate-related factors, as per TCFD 
guidance. Details are on pages 30 to 44. 
We will continue to develop these metrics as 
our climate reporting evolves. Transition risks 
are most prevalent in the short to medium 
term, under a 2ºC warming scenario. In 
contrast, physical risks are expected to 
significantly impact the business in the 
long-term, across a more than 3ºC 
warming scenario.
Scenarios warming pathways
Below 2ºC (“proactive”) scenario:   
The proactive scenario is mapped in alignment 
with the Paris Agreement and the UK’s net 
zero target of 2050. International and national 
governments are expected to systemically 
implement strict environmental mandates, 
which drive investment in low-carbon 
emissions to promote innovative solutions 
to reducing emissions. Markets are expected 
to shift to low-carbon and sustainable 
alternatives, increasing the need for such 
products. Videndum is seeking to adapt to 
the potential climate risks under this scenario 
through annual reviews of climate-related 
risks and mitigations, and fostering an 
innovative culture throughout the Group. 
Capitalising on the identified opportunities 
(Table 4) will further support a transition 
to a low-carbon economy and build 
operational resilience.
Between 2–3ºC (“reactive”) scenario:
Under the reactive scenario, government 
policies are likely to be introduced in an 
uncoordinated and staggered approach, 
leaving little time for companies to comply. 
Global strategies and agreements such as 
COP29 are likely to influence decision-making. 
Funding for climate action is likely to be 
delayed or minimal, promoting a lack of 
incentive for companies to implement or invest 
in low-emission technology. The impact of 
physical risks is likely to be exacerbated as 
many climate tipping points are exceeded, 
leading to an unpredictable climate where 
businesses face many climate-related 
disruptions across the supply chain and 
operations. To enhance resilience, Videndum 
will conduct annual reviews to ensure 
mitigations remain appropriate, continue 
to improve energy efficiency across the 
portfolio and strengthen relations with 
key stakeholders.
Above 3ºC (“inactive”) scenario:    
The inactive scenario will likely occur under 
a “business as usual” approach, where 
governments fail to enact climate policy, 
and organisations fail to reduce emissions. In 
this scenario, few organisations are expected 
to set net zero targets, resulting in little 
investment into low-emission technology, 
hindering a smooth transition. Most climate 
tipping points are reached, creating a volatile 
climate with severe physical risks. Significant 
operational disruption is expected as supply 
chains collapse in some regions. Videndum will 
prioritise climate mitigations and adaptations 
to build resilience under this scenario. This 
includes building and reviewing contingency 
plans for disruptions and working with 
suppliers to drive climate-resilient strategies.
We have used a range of scenarios to assess the impact of climate change on our business, 
including warming pathways as adopted by the Intergovernmental Panel of Climate 
Change (“IPCC”).

Videndum plc
32
Annual Report and Accounts 2024
Videndum has an emission reduction 
transition plan covering the short, medium 
and long term. This plan will support the 
Group in the transition to a low-carbon 
economy, reducing emissions across 
operations and the value chain to reach 
the established net zero targets (Table 5). 
The initiatives detailed in the plan have been 
investigated and trialled where necessary and 
will support the mitigation of the material 
climate risks shown below. This transition 
plan also allows for more accurate financial 
planning for each emission reduction and 
climate risk mitigation initiative, contributing 
to the Group’s overall financial planning 
process and creating value and climate 
resilience over time. 
The future impacts of climate change are 
expected to impact the business. However, 
with our annual assessment and risk 
mitigations, the climate change impact 
is considered minimal and manageable in 
the short to medium term. Despite climate 
change being a principal risk, no climate-
related material impacts were experienced 
by the Group in 2024. We prioritise building 
business resilience under each scenario to 
promote business continuity, demonstrated 
through annual reviews of our risk register 
and developing mitigations for arising risks. 
Risk description
Timeline
Financial impact
Magnitude 
of impact
Risk response
Policy and legal – Increased reporting 
requirements due to climate change 
in the <2°C and 2–3°C scenarios.
As the UK aims to be net zero by 2050, 
enhanced regulation may be introduced over 
time to encourage businesses to reduce 
energy usage and emissions. Videndum has 
already seen an increase in regulation in the 
UK, such as Streamlined Energy and Carbon 
Reporting (“SECR”) and TCFD. The EU’s 
CSRD will impact the Group’s Media 
Solutions Division in 2025, and reporting in 
2026. There will be a financial cost 
associated with achieving consistency.
The EU could also ban the use of climate 
claims like “climate neutral” or “eco” based 
solely on carbon removals and ban the use 
of green labels that are not from an 
approved sustainability scheme.
Increased regulation requirements will 
increase third-party consultancy fees and the 
need for internal resources. Failing to prepare 
or meet the enhanced regulations may result 
in litigation and reputational damage.
Short/Long 
term
(2024–2051)
Expenditures/
Increased 
operating 
costs (higher 
compliance 
costs).
Medium/
High
Videndum is exposed to a growing number of 
legal and regulatory compliance requirements 
and has developed a governance process 
to ensure compliance. Videndum engages 
with third-party specialists to support 
data capture and reporting in line with 
requirements. Internal resources have 
been allocated to support this. The Group 
also has strong engagement with suppliers 
to drive environmental leadership. 
Videndum’s ESG Committee, supported 
by the ESG Working Group, ensures 
Videndum is well prepared for any new 
or upcoming climate regulation. The Audit 
Committee regularly assesses changes 
in the regulatory environment. 
Related metrics and targets: Scope 1, 2 
and 3 emissions, and net zero target.
Table 2: Climate-related transition risks that could have a greater potential impact on the 
Group than other climate risks, and the mitigations.
Responsible business continued
TCFD continued

Strategic Report
Corporate Governance
Financial Statements
33
Risk description
Timeline
Financial impact
Magnitude 
of impact
Risk response
Policy and legal – Increase in carbon/GHG 
pricing in the <2°C, 2–3°C and >3°C 
scenarios.
Carbon pricing, or carbon taxing, would 
put a price on Videndum’s direct emissions, 
therefore increasing operational and 
compliance spending. Carbon pricing is 
a variable cost that will fluctuate with 
changes in emissions and government 
mandates. Using projected carbon tax values 
across each scenario, the cost could be most 
significant for Videndum in the reactive 
scenario in the long term. Carbon pricing 
mechanisms may capture companies in 
Videndum’s supply chain, with their increased 
costs reflected in the price of commodities 
produced by the Group.
The EU’s Carbon Border Adjustment 
Mechanism (“CBAM”) will put a carbon price 
on manufactured products imported from 
outside the EU. Materials, such as aluminium 
and iron will be captured in the definitive 
regime, which will be mandatory in 2026 and 
could impact the cost of materials Videndum 
imports. The UK is planning to introduce a 
similar carbon border taxation scheme that 
will likely be made mandatory from 2027.
Short/Long 
term 
(2024–2051)
Expenditures 
– Increased 
direct costs.
Medium/
High
Videndum’s target is to be a net zero 
business by 2035 for Scope 1 and 2 and 2045 
for Scope 3. Videndum will reduce carbon 
emissions year-on-year mitigating the risk 
of carbon pricing. Videndum aims to monitor 
the impact of carbon pricing on its business 
and update pricing models with accurate 
Scope 1 and 2 carbon emissions annually. 
Videndum is not currently subject to 
a carbon tax. 
Carbon emissions will likely decrease 
year-on-year as Videndum works towards 
understanding and reducing our carbon 
footprint.
Related metrics and targets: Scope 1 
and 2 and reduction target.
Market – Increased costs of raw materials 
in the <2°C, 2–3°C and >3°C scenarios.
As the push for net zero continues, there 
becomes a greater emphasis on moving away 
from fossil fuels. This could come in the form 
of carbon taxation, sanctions or restrictive 
policies. The unit cost of renewable electricity 
is more constant than that of electricity 
from fossil fuel sources, but it can be more 
expensive, resulting in increased energy costs 
for Videndum. Increased energy costs can 
also arise due to more businesses competing 
for RECs and Renewable Energy Guarantees 
of Origin (“REGOs”).
High-impact materials captured under CBAM 
will see an added carbon cost to account for 
embedded emissions. High-impact products 
will be forced to decarbonise. As a result, new 
processes and technology may be introduced 
increasing the cost of the raw material. 
Rising costs of raw materials will increase 
Videndum’s operational spend and may 
decrease profitability. Material alternatives 
can be sourced. However, they may not be 
suitable for the Group.
Short/Long 
term 
(2024–2051)
Expenditures 
– Increased 
indirect 
(operating) 
costs.
Medium
Videndum aims to implement energy 
efficiency technologies and renewable power 
generation to reduce the impact of this risk 
on the Group (see Table 10 for information 
on energy-efficiency measures). These 
measures will likely reduce the impact 
of rising energy costs. 
Videndum’s close supplier relationships 
support the monitoring of potential increases 
in costs of raw materials.
Related metrics and targets: Scope 1, 2 
and 3 emissions, and net zero target.

Videndum plc
34
Annual Report and Accounts 2024
Risk description
Timeline
Financial impact
Magnitude 
of impact
Risk response
Technology – Costs to transition to lower 
emissions technology in the <2°C, 2–3°C 
and >3°C scenarios.
To reach net zero Scope 1 and 2 by 2035, 
Videndum must invest in technology to shift 
away from fossil fuel use. Low-emission 
technology can be more expensive compared 
with traditional alternatives, resulting in high 
capital costs. Payback periods for some 
technologies can be years, which may affect 
profit and loss forecasts. In addition, early 
retirement of existing technology may be 
required (write-off of existing assets).
Short / Long 
term 
(2024–2051)
Expenditures/
Increased 
capital costs.
Medium/
High
Videndum has already invested a significant 
amount of capital for energy efficiency 
technologies across the Group, including LED 
lighting and other energy management 
systems (see Table 10 for information on 
energy-efficiency measures). These 
investments will support Videndum in 
achieving the net zero target shown in our 
transition plan (Table 5). The return on 
investment typically outweighs the cost 
of investing in new low-emission technology. 
Technology is introduced in a staggered 
approach to spread costs across a necessary 
period. Videndum is planning several site 
rationalisations, which will deliver progress 
on achieving our net zero target.
Related metrics and targets: Scope 1 and 2 
and Scope 3 emissions (Category 1 – 
Purchased Goods and Services, Category 12 
– Use of Sold Products). 
Table 3: Climate-related physical risks that could have a greater potential impact on the  
business other than climate risks, and the mitigations.
Risk type
Risk description
Timeline
Financial impact
Magnitude 
of impact
Risk response
Acute
Heatwaves/extreme heat in the 2–3°C 
and >3°C scenarios.
All Videndum sites will experience 
heatwaves in the short to long term in the 
reactive and inactive scenarios. Extreme 
heat/heatwaves may adversely impact 
staff, causing a decrease in productivity. 
Governments impose restrictions on work 
in extreme heat, especially for manual 
labour.​ To maintain optimal temperatures 
for staff, there may be an increased 
demand for cooling through air-
conditioning units, leading to an increase in 
energy costs and Scope 1 and 2 emissions.
Certain construction materials and their 
properties may change under extreme 
heat conditions. Electrical efficiency also 
decreases as temperature rises, resulting 
in an increased demand for energy at 
potentially a higher cost.​
Short/
Long 
term
(2024 
–2051)
Expenditures 
/Increased 
direct and 
indirect 
costs.
Medium
We continue implementing energy 
efficiency initiatives (Table 10) and 
technology to reduce reliance on energy 
supplied from the grid, such as solar 
panels. Our facilities are modern 
with appropriate air conditioning and 
working practices to enable employees 
to work safely during heatwaves and 
extreme heat. 
Responsible business continued
TCFD continued

Strategic Report
Corporate Governance
Financial Statements
35
Risk type
Risk description
Timeline
Financial impact
Magnitude 
of impact
Risk response
Acute
Increased severity of flooding 
in the 2–3°C and >3°C scenario.
Several Videndum sites have potential risk 
of flooding in the event of sea levels rising 
and localised flooding from rivers.
Flood events could lead to a closure of sites 
and damage properties and equipment, 
which will result in revenue loss.​ Building 
standards such as Building Research 
Establishment Environmental Assessment 
Method (“BREEAM”) may be introduced 
to mitigate flood risks, which will increase 
capital costs.​
Indirect impacts of flooding could also 
impact Videndum. Transport networks 
may be impacted, preventing employees 
from reaching the site, resulting in 
reduced revenue as well as disruptions 
to supply chains.​ 
Medium/
Long 
term 
(2030–
2050)
Expenditures 
/Increased 
direct and 
indirect 
costs.
Medium
Across the Group, a number of sites have 
high standard drainage systems, such as 
soakaways which are well maintained and 
serviced. The risk of flooding is monitored 
and assessed across the Group, and for key 
suppliers annually. However, no sites in 
Videndum’s portfolio were flooded in 2024.
Related metrics and targets: Scope 1, 2 
and 3 emissions.
Acute
Increased frequency of wildfires 
in the >3°C scenario.
Several sites have a moderate risk of being 
impacted by wildfires, most importantly 
the Irvine site in California. Wildfires 
can affect commercial activity, for example 
the fires in Los Angeles in early 2025 
temporarily disrupted the film industry. 
While wildfires are not expected to 
have direct impacts on all sites, their 
occurrence is expected to increase across 
all territories. Should a wildfire reach an 
operating site, it can damage buildings, 
equipment and stock.​ This will require 
capital spend to repair any damage. 
Insurance coverage may decrease for 
sites known to be impacted by frequent 
wildfires.​
Transport networks such as roads and 
railways around a site may be closed in 
the event of a wildfire, leading to supply 
disruptions and employees being unable 
to reach sites.
Long 
term 
(2040–
2050
Expenditures 
/Increased 
direct and 
indirect 
costs.
Medium
No direct impacts from wildfires occurred 
in 2024. In January 2025, the LA wildfires 
however impacted Hollywood productions 
and indirectly impacted our businesses. 
Fire safety measures are in place. Fire 
drills, assembly points, and detection 
systems exist across the Group. Evacuation 
routes are mapped along with 
infrastructure for fire detection.
Business continuity plans are in place 
for key sites. 
Related metrics and targets: Scope 1, 2 
and 3 emissions.
Chronic
Sea level rise in the >3°C scenario.
Several Videndum sites have potential risk 
of flooding in the event of sea levels rising 
and localised flooding from rivers. 
Sea level rise could directly impact 
operating sites through flooding or 
subsidence. It could lead to a closure 
of sites and damage to properties, stock 
and machinery which will result in a loss 
of revenue.​
Sea level rise can also have indirect 
impacts​, such as reduced insurance 
coverage, disrupted transport networks 
and closure of seaports.
Long 
term 
(2040 
– 2051)
Expenditures 
/Increased 
direct and 
indirect 
costs.
Medium
Videndum engages with suppliers and 
conducts analysis on the potential impact 
of key suppliers annually. Annual climate 
scenario analysis is also conducted on our 
operating sites to monitor the potential 
impact. Where possible, we can utilise dual 
sourcing as a number of our suppliers 
operate in multiple locations.
Related metrics and targets: Scope 1, 2 
and 3 emissions.

Videndum plc
36
Annual Report and Accounts 2024
Table 4: Opportunities identified for 2024.
Opportunity description
Timeline
Impact
Resource efficiency – Use of energy-efficient technology in the <2°C and 2–3°C scenario.
While the technology may have a high capital cost, improved process efficiency, along with 
reduced energy bills and operating costs will help offset the initial investment. 
Related metrics and targets: Scope 1, 2 and 3 emissions.
Short /
Medium Term 
(2024–2039) 
Reduction in operating 
expenses because of 
increased efficiency (e.g., 
energy costs).
Energy source – Use and installation of low-emission energy technology in the 
<2°C and 2–3°C scenarios.
Low-emission energy technology, such as installing additional solar panels, allows for further 
electricity generation onsite and transition away from grid reliance, as well as reducing our 
emissions. We will also monitor financing schemes and investment opportunities to help 
subsidise the upfront costs of low-emission technology. There is potential for reputational 
benefits as well. 
Related metrics and targets: Scope 1, 2 and 3 emissions.
Short /
Medium Term 
(2024–2039) 
Self-generated electricity can 
be used in business operations 
and excess sold to the grid, 
increasing savings as the cost 
of energy is reduced.
Products and services – New low-emission product and service lines in the 
<2°C and 2–3°C scenarios.
Videndum has the opportunity to innovate and develop new low-emission products and 
services which may improve its competitive position to capitalise on shifting consumer and 
producer preferences. This relates mainly to opportunities to support customers in reducing 
their emissions. 
Related metrics and targets: Scope 1, 2 and 3 emissions. 
Short /
Medium Term 
(2024–2039) 
New revenue streams.
Markets – New emerging low-emission markets in the <2°C and 2–3°C scenarios.
Videndum may be able to capitalise on new markets, should it proactively seek out 
opportunities to diversify its activities to better position itself for the transition to a lower-
carbon economy. 
Opportunities exist for organisations to access new markets through collaborating with 
small-scale local businesses and community groups in developed and developing countries 
as they work to shift to a lower-carbon economy. 
New opportunities can also be captured through green investment in low-emission technology 
and infrastructure (e.g. low-emission energy production, energy efficiency, grid connectivity).
Related metrics and targets: Scope 1, 2 and 3 emissions.
Short /
Medium Term 
(2024–2039)
New revenue streams.
Resilience – The business is well adapted and positioned to deal with climate change 
in the <2°C and 2–3°C scenarios.
Videndum has an adaptive strategy to respond to climate change, better managing the 
associated risks and seizing opportunities, including the ability to respond to transition risks 
and physical risks. Videndum has already allocated capital to develop this strategy, such as 
installing solar panels, engaging with a third-party ESG consultancy, and developing a net 
zero strategy.
To increase resilience, the Group has set environmental targets (see page 38). Progress 
towards these targets will be reported on annually, demonstrating our commitment to 
reducing our carbon footprint.
Related metrics and targets: Scope 1, 2 and 3 emissions.
Short /
Medium Term 
(2024–2039)
Developing an adaptive 
strategy, and capitalising on 
the identified opportunities 
will promote new revenue 
streams.
Resource efficiency – Opportunity to rationalise site portfolio in the <2°C and 2–3°C 
scenarios.
Videndum is proactively reducing its property portfolio. This will not only support the journey 
to reduce emissions but also reduce costs significantly. In recent years, several sites were 
disposed of including Chatsworth, Stroud, Videndum Production Solutions France, New 
Zealand and Dallas. In 2025, we expect further site rationalisation.
Related metrics and targets: Scope 1, 2 and 3 emissions.
Short /
Medium Term 
(2024–2039)
Developing an adaptive 
strategy and capitalising on 
the identified opportunities 
will reduce operational costs.
Responsible business continued
TCFD continued

Strategic Report
Corporate Governance
Financial Statements
37
Opportunity description
Timeline
Impact
Resource efficiency – Digital carbon footprint reductions in the <2°C and 2–3°C 
scenarios.
Our Media Solutions Division uses the 5S approach to optimise workplace organisation and 
data efficiency. The 5S’s are sort, straighten, shine, standardise, and sustain. This includes 
eliminating unnecessary items and establishing consistent practices, which can reduce data 
storage costs. Our Production Solutions Division is also adopting this approach.
Related metrics and targets: Scope 1, 2 and 3 emissions.
Short /
Medium Term 
(2024–2039)
Reduced data storage costs.
Markets – Access to green finance in the <2°C and 2–3°C scenarios.
Possible access to finance for certain green initiatives, such as the Salt-E Dog battery, which 
uniquely uses 100% recyclable sodium cells, which have a lower Global Warming Potential 
than lithium-based counterparts. This will be monitored going forward to capitalise on 
opportunities where possible.
Related metrics and targets: Scope 1, 2 and 3 emissions.
Short /
Medium Term 
(2024–2039)
Cheaper financing.
Climate risk management
We have a well-developed process and 
framework for identifying, assessing and 
managing our climate-related risks and 
capitalising on opportunities where possible, 
for which the Board has ultimate 
responsibility. We followed four 
interconnected steps: 
Step 1 – Identification – This is our fourth 
year identifying the climate-related risks and 
opportunities that may potentially impact 
Videndum. The Head of Group Risk Assurance, 
in partnership with Inspired ESG, identify the 
climate-related risks and opportunities for all 
our sites and our top 49 suppliers. Analysing 
the potential impact of a number of physical 
risks, such as flooding, on our supplier 
locations and supply routes, allows us to 
forecast potential disruptions to our supply 
chain. In July 2024, supported by Inspired ESG, 
we held a climate risk workshop which covered 
transition risks at a Group level. In September 
2024, we held three additional climate risk 
workshops on the physical risks for each of 
our Divisions at a site level. Conducting these 
workshops allows us to identify any new risks 
and opportunities for the business and 
understand if those previously identified 
are still relevant. In total, 18 climate-related 
risks and eight opportunities were identified 
in 2024.
Step 2 – Assessment – At the climate risk 
workshops, stakeholders assessed the 
potential likelihood and impact of each 
climate risk across three global warming 
pathways and three different timeframes 
(see page 31 for more information). This 
allowed us to identify which transition and 
physical risks and opportunities were most 
material to the Group (see Tables 2, 3 and 4). 
Members of the ESG Committee continuously 
monitor emerging and changing climate-
related regulatory requirements, which are 
reviewed at least annually with Inspired ESG. 
Stakeholders who attended the workshops 
include the Head of Group Risk Assurance and 
the ESG Coordinators for each Division. The 
Head of Group Risk Assurance finalised the 
impact scores for each climate-related risks 
based on these workshops, considering the 
potential financial impact. Risks were scored 
according to the Group’s Risk Register 
methodology for impact: 
–	 	Low (Moderate): Risks with a potential 
financial impact lower than £1 million. 
–	 	Medium (Major): Risks with a potential 
financial impact between £1 million and 
£5 million. 
–	 	High (Critical): Risks with a potential 
financial impact greater than £5 million. 
Existing mitigation measures were considered 
as part of the risk assessment process (net 
risk). Risks scored as medium or high for 
impact were considered material (Tables 2 
and 3) and will have mitigation measures 
prioritised. Risks that were not deemed to be 
material will be monitored and transferred for 
re-evaluation in 2025 to understand whether 
additional mitigation measures are needed.
Step 3 – Appraisal – We continue to 
appraise our risk management options, 
ensuring the response remains relevant 
and most effective. In 2024, we assessed 
the effectiveness of existing risk mitigation 
options and discussed plans for developing 
and implementing future measures. Where 
necessary, we also investigated potential 
options to manage the impact of risks 
and opportunities within our supply chain, 
including further supplier engagement 
and monitoring. 
Step 4 – Management – Finally, in 2024, 
following the climate risk workshops, the 
stakeholders who attended, discussed the 
management strategies for each risk, 
ensuring effective frameworks and actions 
were in place for all risks and opportunities. 
Controls were implemented to prevent, reduce 
or mitigate risks or increase the likelihood of 
opportunities (Tables 2, 3 and 4). For example, 
Videndum has already invested significant 
capital expenditures for energy efficiency 
technology across the Group, including LED 
lighting and other energy management 
systems (Table 10). The Head of Group Risk 
Assurance and Inspired ESG ensures the 
Board is updated on key developments 
throughout the year, such as at the two ESG 
Committee meetings held in 2024. Discussions 
focused on existing emissions and waste 
reduction targets, as well as updates on 
emerging legislation that will impact the 
Group, such as CSRD. We recognise that 
residual risks will remain and will communicate 
this across the Group as appropriate. Our 
management teams and the Head of Group 
Risk Assurance will annually review climate 
risk exposure against business risk level 
tolerances. Climate-related risk identification 
and management processes are integrated 
into the Group’s general risk management 
process, with climate change identified as 
a principal risk. The Group’s climate-related 
strategy is developed annually based on the 
material climate-related risks identified and 
the implementation of additional mitigation 
measures where necessary. Increasing 
legislation, such as CSRD, is a prime example 
of a climate risk being strategically important 
for the business. Throughout this process, 
Videndum has evaluated the current resilience 
of our business model and strategy under 
each climate scenario and timeframe, 
assessing the potential impacts and deemed 
that they are resilient to the three climate 
scenarios. We will review this annually to 
ensure that our resilience is maintained. 
Videndum is currently monitoring the latest 
CSRD omnibus changes to determine if our 
Media Solutions Division will still be captured 
under these regulations.

Videndum plc
38
Annual Report and Accounts 2024
Responsible business continued
Metrics and targets
In 2024, we continued to make progress on our 
journey to net zero (minimum 90% absolute 
reduction, with residual emissions neutralised 
using permanent carbon removals) for Scope 1 
and 2 by 2035 and Scope 3 by 2045, from 
a 2021 baseline year. The 2035 targets for 
Scope 1 and 2 differ from the 2045 objectives 
for Scope 3, due to the complexities 
associated with data collection and mitigating 
emissions beyond direct operational control. 
We have set several ambitious targets to 
manage and mitigate the climate-related 
risks described in Tables 2 and 3, and to reduce 
our impact on the environment. Videndum’s 
other environmental indicators, such as energy 
efficiency measures (Table 10), waste 
reduction, product sustainability and supply 
chain integrity, contribute towards mitigating 
some transition and physical risks and 
capitalise on the potential opportunities 
in substituting products to lower-emission 
alternatives. We use a wide variety of metrics 
to measure climate-related impacts. These 
metrics consist of Videndum’s greenhouse gas 
inventory, including the Group’s Scope 1, 2 
and 3 carbon emissions and our emissions 
reduction pathway, aligned with the Paris 
Agreement 1.5°C warming scenario. No 
third-party verification has been provided 
for emissions calculations. 
Table 5: Videndum’s transition plan – a roadmap to net zero. 
Scope
Area
Short term 
(up to 2025)
Medium term (2025–2035)
Long term
2024
2025
2027
2030
2035
2045
Scope 1 and 2 Near-term 
target
38% reduction 
since 2021 using 
the market-based 
approach to 
measuring 
emissions from 
electricity. Not 
achieved. Further 
reductions are 
expected in 2025 
to help achieve a 
42% reduction by 
the end of 2025.
42% reduction 
since 2021 using 
the market-based 
approach to 
measuring 
emissions from 
electricity. 
We expect that 
emissions will be 
further reduced 
through gas 
substitution 
measures that are 
at an evaluation 
stage. 
50% absolute 
reduction from 
2021.
60% absolute 
reduction from 
2021.
90% absolute 
reduction from 
2021. Neutralise 
residual 
emissions 
through 
permanent 
carbon 
removals.
Key actions
Improve energy efficiency of electricity and gas – measurable actions have been identified to further reduce 
emissions for Scope 1 and 2. This includes: further solar panel projects (Feltre, Italy); increased LED lighting 
coverage; investment in more energy-efficient machinery; site rationalisation and continued conversion of company 
cars to electric or hybrid as and when leases expire. We are working to ensure that all electricity contracts are 
based on renewable energy so as to reduce Scope 2 emissions under the market-based method.
Electricity
Second 
installation of 
solar panels 
at Feltre, Italy. 
LED system 
implemented 
in Phoenix, US.
Reduction in the 
size of the 
property portfolio 
(under-utilised 
sites) will reduce 
annual emissions 
by at least 500 
tCO2e per annum 
against the 
2021 baseline.
TCFD continued

Strategic Report
Corporate Governance
Financial Statements
39
Scope
Area
Short term 
(up to 2025)
Medium term (2025–2035)
Long term
2024
2025
2027
2030
2035
2045
Natural gas 
and other 
fuels
Evaluate the 
investment 
required to 
convert 
heating 
systems to air 
source pumps. 
Evaluate the 
cost of 
substituting 
gas used by 
paint shops. 
Initial costs 
and feasibility 
studies have 
been 
completed.
Convert 100% 
of company cars 
to electric or 
hybrid, when 
leases expire.
Implement heat 
recovery systems 
for all Media 
Solutions 
manufacturing 
sites and replace 
all paint ovens 
with electric 
alternatives.
Net zero 
target
2035
Scope 3
Near-term 
target
Identify the 
percentage of 
Group suppliers 
that have 
provided 
emissions data.
58.8% absolute 
reduction in 
Purchased Goods 
and Services 
Emissions by 
2034, from 2021.
90% 
reduction
Key actions
Implement measures to reduce Scope 3 emissions from business travel, supply chain, 
transportation of goods and employee commute. This includes: 
–	 Conduct PLCAs (cradle to grave) for key product lines. 
–	 Work with our top five biggest suppliers by revenue to request supplier-specific data 
on products by 2025. 
–	 Insource production to our energy-efficient manufacturing processes to reduce the emissions 
associated with bought-in finished goods. 
–	 Expand the use of carpooling. 
–	 Monitor flights for business, encourage alternative forms of travel (e.g. rail) where possible.
Net zero 
target
2045
–	 90% absolute reduction from 2021. 
–	 Neutralise residual emissions through permanent carbon removals.

Videndum plc
40
Annual Report and Accounts 2024
Responsible business continued
Reducing our greenhouse gas emissions 
We understand that data quality and 
improvements are an important part of 
reducing our emissions footprint. In 2024, 
we expanded the ESG Supplier Questionnaire, 
with our Videndum Creative Solutions Division 
engaging with an additional ten suppliers 
based on spend, covering topics such as 
carbon emissions, energy usage, reduction 
targets and wider ESG programmes. Media 
Solutions has incorporated ESG as one of 
the criteria in our vendor rating system, and 
in 2024, as a result of closely working with 
suppliers on ESG topics, six have now obtained 
the Global Recycled Standard certificate, and 
four have achieved ISO 14001 Environmental 
Management Standard certification. We will 
use the information from suppliers to improve 
the accuracy of our Scope 3 Category 1: 
Purchased Goods and Services and Category 
2: Capital Goods data. We deem this approach 
to be effective and will widen the scope of 
this approach over time. In 2024, we worked 
with Inspired ESG to further refine our data 
collection methods across the Group and 
make appropriate restatements, where 
required. Under the GHG Protocol, there are 
15 Scope 3 reporting categories, of which 11 
apply to Videndum. The following categories 
do not apply: upstream leased assets 
(Category 8), selling goods which require 
further processing (Category 10), franchises 
(Category 14), and any significant applicable 
investments (Category 15). Annually, we 
aim to introduce measures to improve the 
accuracy of our data collection. We will 
continue to utilise the GHG Protocol in all 
our emissions calculations.
In 2023, we set a goal of reducing our 
year-on-year Scope 1 and 2 (market-based 
emissions) by 38.0% compared to the 2021 
baseline. While we have achieved a reduction 
of over 17.5%, we did not meet the overall 
goal. However, this has helped get the Group 
back on track to meet its 2035 net zero target. 
To meet this target, an annual reduction 
of 8.0% is required, from 2024 up to and 
including 2035. One of the key measures 
of reducing our Scope 2 emissions is 
incorporating renewable energy contracts. 
As some renewable energy contracts were 
implemented later than expected, we expect 
further reductions in 2025 from our already 
completed actions. To sit alongside the 
renewable energy contracts, we are 
constantly looking to reduce overall energy 
consumption from the grid. This has been 
showcased in the 89.2% increase in onsite 
renewable energy production from 2023 to 
2024. 2025 will also see rationalisation of sites 
to ensure existing spaces are being used as 
efficiently as possible. Previously, the Group 
had planned to be carbon neutral (offsetting 
total Scope 1 and 2 emissions, without a 
minimum reduction requirement) by 2025. 
Due to current business conditions, we are 
focusing our financial resources on actual 
decarbonisation efforts towards achieving our 
net zero target. Therefore, Videndum will not 
be looking to achieve a carbon neutral status, 
instead net zero Scope 1 and 2 by 2035, will 
be the primary focus.
For Scope 3, we aim to reduce our Purchased 
Goods and Services emissions by 58.8% by 
2034. The Group is well on track to meet this 
target, having achieved a 52.7% reduction to 
date. The reduction in Scope 3 emissions has 
largely been driven by a decrease in spend on 
Goods and Services. Beyond the near-term 
target, it is important to continually work 
towards additional reductions. In 2024, a 
continued focus was placed on both Upstream 
and Downstream transportation and 
distribution. Each business within the Group 
is making annual improvements to data 
quality to enable informed decision-making 
geared towards efficiencies and emission 
reductions. Our progress in all Scopes is 
demonstrated in Table 6.
Table 6: Group emissions from 2021 to 2024 and emission reduction targets.
Emissions Scope
2024 Gross 
emissions  
(tCO2e)
2023 Gross 
emissions1  
(tCO2e)
2022 Gross 
emissions1  
(tCO2e)
2021 Gross 
emissions  
(tCO2e)
Interim  
target
Net zero  
target year 
Progress to meet target
Scope 1
1,068
1,155
1,336
1,231
50% reduction 
by 2030.
2035
16% reduction  
from 2021 to 2024.
Scope 2 
(Market-based)
748
1,064
1,304
971
2035
Scope 3 
84,931
103,147
176,299
164,737
58.8% absolute 
reduction in 
purchased goods 
and services by 
2034, from 2021.
2045
We have reduced our Scope 3 
emissions by 48.4% from a 
2021 baseline. Purchased 
Goods and Services have 
reduced by 52.7%.
Total
86,747
105,366
178,939
166,939
–
–
We have reduced our total 
footprint by 48.4% since our 
2021 baseline assessment, 
showcasing the positive steps 
we have taken to achieve net 
zero by 2045.
1	 All previous year’s Scope 3 emissions figures have been restated in 2024. This is a result of the Department for Environment, Food & Rural Affairs (UK) restating conversion factors. Additional 
restatements have occurred as improved data quality has been achieved to ensure methodologies align across all years. The decrease in Scope 2 emissions using a market-based approach is due 
to energy saving measures. In addition, the Group enters renewable energy electricity contracts where available. Scope 3 has significantly reduced in 2024 mainly as a result of reduced business 
activity. 
TCFD continued

Strategic Report
Corporate Governance
Financial Statements
41
Streamlined Energy and Carbon Reporting 
This section summarises the energy usage, associated emissions, energy efficiency actions and energy performance for the Group, under the 
government policy Streamlined Energy and Carbon Reporting (SECR), as implemented by the Companies (Directors’ Report) and Limited Liability 
Partnerships (Energy and Carbon Report) Regulations 2018. Carbon emissions are categorised as follows: 
Scope 1: Consumption and emissions related to direct combustion of natural gas, fuels utilised for transportation operations, such as company 
vehicle fleets, refrigerant gases, and any other fuels. 
Scope 2: Consumption and emissions from indirect emissions, relating to the consumption of purchased electricity, heat, and steam in daily 
business operations. 
Scope 3: Energy and emissions from business travel conducted in vehicles not owned or operated by the business, otherwise known as grey 
fleet mileage.
Table 7: Total consumption (kWh) figures for energy supplies reportable by the Group.
UK (kWh)
2024
UK (kWh)
2023
UK (kWh)
2022
UK (kWh)
2021
Global
(excluding
UK) (kWh)
2024
Global
(excluding
UK) (kWh)
2023
Global
excluding
UK) (kWh)
2022
Global
excluding
UK) (kWh)
2021
Total kWh
2024
Total kWh
2023
Total kWh
2022
Total kWh
2021
Scope 1 – gaseous and other fuels (voluntary)
752,858
783,283
872,109
945,124
4,395,143
4,624,549
5,112,471
4,053,757
5,148,001
5,407,832
5,984,580
4,998,881
Scope 1 – transport (Company fleet) 
105,884
195,019
275,041
236,608
430,120
506,567
669,388
1,093,729
536,004
701,585
944,429
1,330,337
Scope 2 – grid electricity 
1,292,762
1,208,408
1,322,599
1,716,613
6,874,583
7,506,194
8,940,700
8,709,990
8,167,345
8,714,602 10,263,299 10,426,603
Scope 2 – Self-generated renewable electricity* 
371,077
396,273
379,612
–
1,131,794
397,860
359,599
–
1,502,871
794,133
739,211
–
Scope 2 – transport (Company fleet)
28,265
19,857
5,448
6,473
346
–
1,727
–
28,611
19,857
7,175
6,473
Scope 2 – purchased heat, steam and cooling
1,239
2,475
2,675
9,148
0
–
–
–
1,239
2,475
2,675
9,148
Scope 3 – grey fleet
154,266
124,765
35,880
51,642
12,582
63,154
69,097
49,342
166,848
187,919
104,977
100,984
Total energy use – all Scopes
2,706,351
2,730,080
2,893,364
2,965,608 12,844,568 13,098,324 15,152,982 13,906,818 15,550,919 15,828,403 18,046,346 16,872,426
*	 Self-generated electricity is being reported for the first time as data has now become available. This represents solar PV electricity being generated and directly consumed across our sites.

Videndum plc
42
Annual Report and Accounts 2024
Responsible business continued
Table 8: The Total Carbon Emissions (tCO2e) figures for Group.
UK (tCO2e) 
2024
UK (tCO2e) 
2023
UK (tCO2e) 
2022
UK (tCO2e) 
2021
Global
(excluding
UK) (tCO2e)
2024
Global
(excluding
UK) (tCO2e)
2023
Global
excluding
UK) (tCO2e)
2022
Global
excluding
UK) (tCO2e)
2021
Total 
(tCO2e)
2024
Total 
(tCO2e)
2023
Total 
(tCO2e)
2022
Total 
(tCO2e)
2021
Scope 1 Total
164
189
224
228
904
966
1,112
1,002
1,068
1,155
1,336
1,231
Scope 1 – gaseous and other fuels (voluntary)
139
143
159
173
806
847
938
745
945
990
1,097
919
Scope 1 – transport (Company fleet) 
25
46
65
55
98
119
159
257
123
165
224
312
Scope 1 – refrigerants 
1*
–
–
–
1*
–
15
–
1*
–
15
–
Scope 2 Total
274
255
258
367
2,131
2,301
2,645
2,167
2,405
2,556
2,903
2,535
Scope 2 – grid electricity 
268
250
256
364
2,131
2,301
2,645
2,167
2,399
2,551
2,901
2,532
Scope 2 – transport (Company fleet)
6
4
1
1
1*
–
1
–
6
4
1
1
Scope 2 – purchased heat, steam and cooling
1*
1
1
2
–
–
–
–
1
1
1
2
Scope 3 – grey fleet
35**
29
8
12
2
15
16
12
37
43
25
24
Total energy use – all Scopes
473
473
490
607
3,038
3,282
3,773
3,181
3,510
3,754
4,264
3,790
*These values are less than 0.5 tCO2e and have been rounded up.
** The increase in the UK grey fleet emissions from 29 to 35 tCO2e is down to an increase in expensed mileage. Production Solutions accounts for a majority of the UK expense mileage and had 
an increase in 2024.
Table 9: Intensity metric of tCO2e per £million turnover applied for the annual total consumption.
UK Intensity 
Metric 2024
UK Intensity 
Metric 2023
UK Intensity 
Metric 2022
UK Intensity 
Metric 2021
Global
(excluding
UK) 
Intensity 
Metric 2024
Global
(excluding
UK) 
(Intensity 
Metric 2023
Global
excluding
UK) 
Intensity 
Metric 2022
Global
excluding
UK) 
Intensity 
Metric 2021
Total Global 
Intensity 
Metric  
2024
Total Global 
Intensity 
Metric
2023
Total Global 
Intensity 
Metric
2022
Total Global 
Intensity 
Metric
2021
Intensity Metric
18.85
18.19
12.72
16.36
11.74
11.35
9.14
8.90
12.37
11.92
9.45
9.61
TCFD continued

Strategic Report
Corporate Governance
Financial Statements
43
Energy efficiency improvements 
The Group is committed to year-on-year improvements in our operational energy efficiency. A register of energy efficiency measures has been 
compiled and will be implemented within five years. Reducing the Group’s emissions mitigates certain climate risks stated in Table 3.
Table 10: Energy efficiency improvements that will reduce Group emissions in 2024 and planned for 2025 onwards.
Category
Measures undertaken in 2024 
Measures planned for 2025 onwards
Renewable 
energy contracts 
and sustainable 
energy sourcing
–	 	Creative Solutions moved SmallHD, Wooden Camera 
and the Los Angeles site to RECs. The Agreement is 
for 755MW of solar power, comprised of three solar 
farm sites. 
–	 	Media Solutions Ashby site is sourcing 100% 
renewable energy and biogas that produces lower 
carbon emissions compared to fossil fuel equivalent. 
–	 Creative Solutions will look to renew the REC agreement 
for the 2025 calendar year, for the three sites.
Energy efficient 
transportation
–	 	Creative Solutions technology repair truck is still 
in operation, with solar panels installed on the 
vehicle roof.
–	 	Production Solutions have one plug-in hybrid 
and three electric vehicles representing 50% 
of the Divisions fleet.
–	 	At Production Solutions Cartago site, the carpooling 
scheme remained in use, with four groups of people 
commuting (10 people in total).
–	 	A programme called Cyclescheme is still in place 
at Production Solutions, Bury St Edmunds, UK site, 
to finance conventional and electric bicycles for our 
employees. Two additional applicants requested to 
join the scheme during the year, with 80 applicants 
since 2014.
–	 Media Solutions continued to transition the fleet 
to hybrid and electric. The Division has 66 vehicles, 
with 82% being hybrid or electric. 
–	 	Assess the Group’s fleet to understand where it would be 
possible to further convert our vehicle fleet to EV and Hybrid.
–	 	Continue the Cartago carpooling scheme.
–	 	Continue the Bury St. Edmunds Cyclescheme.
–	 Media Solutions has set a target for 85% of the vehicle fleet 
to be hybrid and 15% fully electric by the end of 2025. 
LED lighting
–	 	Media Solutions extended the LED light conversion 
project at the Savage site in Phoenix. This initiative 
is projected to save 119.828 MWh, representing 58% 
of the site’s total electricity consumption. To date, 
the exterior conversion has been completed, achieving 
a 6% reduction in electricity usage. The project will 
continue into 2025 to complete the full transition 
to LED lighting.
–	 	Complete the full LED lighting transition for our site 
at Phoenix.

Videndum plc
44
Annual Report and Accounts 2024
Methodology
Scope 1 and 2 consumption and CO2e emission data for UK sites have been calculated in accordance with the 2019 UK Government environmental 
reporting guidance and the Greenhouse Gas Protocol (“GHG Protocol”). The current kWh gross calorific value (“CV”) and kgCO2e emissions factors 
for the reporting year from 1 January to 31 December 2024, were applied. Scope 3 emissions have been calculated based on the GHG Protocol 
Corporate Value Chain (Scope 3) Standard. 
Scope 1 emissions 
Direct emissions from our operations, such as fuel combustion, are categorised under Scope 1. To convert Scope 1 natural gas usage in the UK, the UK 
DESNZ 2024 emissions factors database was used. For the US, the United States Environmental Protection Agency GHG Emissions Factors Hub 
2024 was used. For Australia, the Australia National GHG Account Factors 2024 database was used. For remaining countries, we default to the UK 
DESNZ 2024 emissions factors database. 
Scope 2 emissions 
Indirect emissions generated from purchased electricity, heat and steam. Scope 2 emissions are calculated based on both the “location-based” 
and “market-based” methods outlined in the GHG Protocol.
Location-based methodology 
Methodology to calculate Scope 2 emissions using the average electricity grid emission conversion factor of a region. We applied country-specific 
factors for all sites. 
Market-based methodology 
Methodology to calculate Scope 2 emissions using electricity conversion factors specific to the contractual instruments in place for procured 
electricity (REGOs and RECs). Where contract-specific data was not available, location-specific residual factors were used, except for sites within 
the USA. For our American sites, US eGrid factors have been applied. Where neither is present, the location-based factor was used. 
Scope 3 emissions
All applicable Scope 3 categories were identified based on an operational control boundary. Emissions were calculated following methodologies 
outlined in the GHG Protocol “Technical Guidance for Calculating Scope 3 Emissions”, with further guidance taken from the GHG Protocol’s detailed 
methodology chapters for each applicable Scope 3 category. Most conversion factors were sourced from UK Government GHG Conversion Factors 
for Company Reporting, v1.1 2024. In addition, conversion factors were taken from the University of Leeds and Department for Environment, Food 
and Rural Affairs’ “UK Footprint Results (1990 – 2018)” study or the Department for Environment, Food and Rural Affairs’ “Indirect emissions 
for the supply chain” database when a spend-based approach was used. Scope 3 emissions include Well to Tank and Transmission & Distribution 
(“T&D”) losses.
Responsible business continued
TCFD continued

Strategic Report
Corporate Governance
Financial Statements
45
Non-Financial and Sustainability Information Statement
Videndum complies with the requirements of sections 414CA and 414CB of the Companies Act 2006, the 2018 Non-Financial Reporting Directive 
and other key compliance areas by including certain non-financial information within the Strategic report. The table below, and the information 
it refers to, is intended to help stakeholders understand our position on key non-financial matters:
Reporting requirement
Further information
Related 
Principal Risk
Page(s)
Climate-related 
financial disclosures 
and environmental  
matters 
–	 The Responsible business section outlines our commitment to operating responsibly 
in all our dealings with our stakeholders.
–	 Our ESG targets sets out a roadmap towards becoming a sustainable business.
–	 Videndum discloses its climate-related risks in line with TCFD requirements.
10
26 to 44
Employees
–	 Videndum has a Code of Conduct which outlines the Group’s expectation and 
commitment to maintaining the highest standards of ethical conduct and behaviour 
in business practice. The Code is reviewed annually and in early 2024 the Code 
of Conduct was recommunicated to all employees.
–	 We are committed to diversity and inclusion at all levels of our business and  
we do not discriminate on any basis.
–	 Videndum has a well-established employee engagement and feedback 
programme with Caroline Thomson, the Non-Executive Director responsible 
for employee engagement.
7
27 and 56
Social matters
–	 The Responsible business section and our stakeholders sets Videndum’s approach 
to supporting our employees, customers and suppliers.
1, 9 and 10
24 and 28 
Anti-bribery  
and corruption
–	 Videndum’s Code of Conduct sets out the expectations towards the highest 
standards of ethical conduct and behaviour in business practice.
–	 Videndum has an anti-bribery and corruption policy that has been reviewed by the 
Board annually and sets out the responsibilities and expectations of our employees 
for the prevention, detection and reporting of bribery and other forms of corruption.
–	 Employees receive training on the anti-bribery and corruption policy, including gifts 
and hospitality.
–	 Suppliers are made aware of our zero-tolerance approach to bribery and we 
undertake due diligence on all suppliers using the NAVEX Risk Rate system.
5, 6 and 7
28
Human rights  
and modern slavery
–	 Videndum’s Code of Conduct outlines our stance on human rights and modern 
slavery.
–	 A separate Slavery and Human Trafficking statement is published on our website 
annually and underlines our commitment to ensuring that slavery and human 
trafficking does not exist in our business operations or our supply chain.
6, 7, 8
28
Business model and 
strategy
–	 Details of how we do what we do, why, where and for whom.
2, 5, 8, 12
3 to 44
Principal risks
–	 Videndum’s principal risks set out the business risks and the mitigating actions 
that are taken to help reduce the impact of any of these risks across the Group.
18 to 23
The Strategic Report, including pages 2 to 45, was approved by a duly authorised Committee of the Board of Directors on 30 April 2025 and signed 
on its behalf by: 
Stephen Harris 
Chairman 
30 April 2025

46
Videndum plc Annual Report and Accounts 2024
The following table outlines where 
shareholders can find and evaluate 
how the Company has applied the 
principles of the 2018 Code and where 
key content can be found in this report:
Board leadership and Company purpose
Page(s)
Code principle A – Effective and  
entrepreneurial board
Section 172 statement
55
Board of Directors
48 to 49
Code principle B – Company’s purpose,  
values and strategy
About Videndum – what we do and for whom
4 to 7
Section 172 statement
55
Purpose, values and culture
49 to 50
Code principle C – Necessary resources  
to meet objectives and prudent and  
effective controls
Strategic Report
4 to 45
Audit, risk and internal control
64 to 68
Code principle D – Effective engagement  
with stakeholders
Section 172 statement
55
Our stakeholders
24 to 25
Code principle E – Workforce policies  
and practices
Employee engagement
56
Workforce policies
27 and 28
Whistleblowing
28
Compliance statement
During the year ended 31 December 
2024, we have reported against the UK 
Corporate Governance Code 2018 
(“2018 Code”) issued by the Financial 
Reporting Council. The Code can be 
found at frc.org.uk. A new Code (“2024 
Code”) has been published and comes 
into effect for accounting periods 
beginning on or after 1 January 2025. 
We will report on compliance with the 
2024 Code in the 2025 Annual Report.
We applied each principle and complied with provisions of the 
2018 Code throughout 2024 as required by the Listing Rules 
aside from Code provision 9 and Code provision 36. Code 
provision 9 outlines that the roles of the chair and chief 
executive should not be exercised by the same individual. Due to 
exceptional circumstances facing the Company, Stephen Harris 
succeeded as Executive Chairman with effect from 25 October 
2024. Stephen Harris will lead the Company while a search 
for a new permanent Chief Executive is carried out. Upon the 
appointment of a new Chief Executive, Stephen Harris will 
revert to his former role as Chairman of the Company. To 
mitigate any risks associated with this position, the Board has 
increased the frequency of its meetings and communication.
Code provision 36 guides that share awards should be subject 
to a total vesting and holding period of five years or more. 
Due to exceptional circumstances, Stephen Harris received 
an LTIP award on 18 December 2024 that has a vesting period 
of two years. The structure of this award was made due to 
the exceptional circumstances of Stephen Harris becoming 
Executive Chairman while the search for a permanent Group 
Chief Executive is conducted. A longer performance period over 
two years would not be reasonable in the circumstances. Upon 
vesting, Stephen Harris will also be required to comply with the 
Company’s policy on shareholding requirements necessitating 
that the vested award is held for a minimum of two years 
post vesting.
The Board agrees that the Annual Report taken as a whole is 
fair, balanced and understandable and gives all stakeholders 
the information necessary to assess the Group’s business 
model, strategy and performance. The full report provides the 
information required for shareholders to assess the Group’s 
overall performance against its strategy.

Strategic Report
Corporate Governance
Financial Statements
47
Division of responsibilities
Page(s)
Code principle F – Chairman’s leadership
Board governance
52
Division of Board responsibilities
57 to 58
Code principle G – Division of responsibilities
Board governance
52
Board of Directors
48 to 49
Division of responsibilities
57 to 58
Code principle H – Non-Executive Directors
Section 172 statement
55
Time commitments
63
Code principle I – Role of the  
Company Secretary
Effective resources and controls
51
Board governance
52
Composition, succession and evaluation 
Page(s)
Code principle J – Director  
appointment process
Nominations Committee report  
– Board appointments and succession
59 to 64
Code principle K – Board skills,  
experience and knowledge
Nominations Committee report – Board of 
Directors’ skills, experience and knowledge
59
Code principle L – Board annual evaluation
Nominations Committee report  
– Board evaluation
63
Audit, risk and internal control
Page(s)
Code principle M – Policies around  
internal and external audit functions
Audit Committee report – effectiveness  
of internal and external audit functions
64 to 68
Code principle N – Fair, balanced  
and understandable reporting
Fair, balanced and understandable assessment  
of the Company’s position and prospects 
68
Code principle O – Management of risk
Principal risks of the Company
18 to 23
Audit Committee report
64 to 68
Remuneration
Page(s)
Code principle P – Remuneration policies  
and practices aligned to strategy
Remuneration report – remuneration policies 
and practices
69 to 96
Code principle Q – Determination of remuneration
Remuneration report – policy on  
executive remuneration
72 to 80
Code principle R – Independent judgement  
on remuneration
Remuneration report – independence around 
remuneration outcomes
69

Videndum plc
48
Annual Report and Accounts 2024
A
N
R
Board of Directors
Role: Chairman and Chairman of the Nominations 
Committee
Appointed to the Board as a Non-Executive Director 
on 9 November 2023 and on 1 May 2024 became 
Chairman of the Company. On 25 October 2024 
became Executive Chairman  
– tenure of 1 year 5 months
Nationality: British
Skills and experience: Stephen was formerly Chief 
Executive Officer at Bodycote plc until 30 May 2024. 
Between 1984 and 1995, Stephen held several senior 
management positions at APV Inc., following which 
he was appointed to the Board of Powell Duffryn plc 
as an Executive Director. He then joined Spectris plc 
as an Executive Director between 2003 and 2008, 
and has also been a Non‑Executive Director of 
Brixton plc from 2006 to 2009 and of Mondi plc from 
2011 to 2021. Stephen holds an MA in Engineering 
from Cambridge University and an MBA from 
the University of Chicago Booth School of Business.
Role: Independent Non-Executive Director
Appointed: 1 May 2023  
– tenure of 1 year and 11 months
Nationality: Swedish
Skills and experience: Anna is a non-executive 
director and Chair of the ESG Committee at Bytes 
Technology Group plc. Between 2018 and 2021, Anna 
was Chief Human Resources Officer for Pearson plc, 
and between 2011 and 2016 Executive Vice 
President, Head of Human Resources at Sandvik AB. 
Between 2009 and 2014 Anna was an independent 
non-executive director for Knowit AB, a public listed 
IT consultancy group in the Nordics and Baltics. 
Between 2006 and 2011 she was Executive Vice 
President, Head of Human Resources at SSAB AB 
and prior to that worked at Ericsson Group AB 
in various HR roles culminating as Vice President, 
Human Resources & Organisation, Sweden. Anna 
was born in South Korea, raised in Sweden and 
studied in the US and Germany. Anna holds a 
Masters in Law from Lund University as well as 
professional HR qualifications from both London 
Business School and Michigan Business School. 
Anna will succeed Caroline Thomson as Chair 
of the Remuneration Committee at the conclusion 
of the 2025 AGM.
Stephen Harris
Anna Vikström 
Persson
A
N
R
A
N
R
Role: Independent Non-Executive Director and Chair 
of the Finance Committee
Appointed: 12 October 2023 
– tenure of 1 year and 6 months
Nationality: British
Skills and experience: Graham is the Senior 
Independent Director of The Global Smaller 
Companies Trust PLC listed on the London Stock 
Exchange. He holds director positions in unlisted 
companies, including as a non‑executive director 
at Tunstall Integrated Healthcare Holdings Ltd, 
and Chair at MCF Limited. Formerly, Graham was 
a Chairman at Ideal Standard International NV, 
non-executive director of PHS Group Investments 
Ltd, Nobina AB and Henderson Alternative 
Strategies Trust plc (where he was Chair of the Audit 
Committee from 2014 – 2020). He was a partner 
with 23 years’ service at European private equity 
fund manager Bridgepoint until June 2013. A 
graduate in Engineering from Cambridge University, 
Graham also holds an MBA from INSEAD Business 
School. He is a Chartered Engineer, a Fellow of the 
Institution of Mechanical Engineers, and a Member 
of the Chartered Institute for Securities & Investment.
Role: Independent Non-Executive Director and Chair 
of Audit Committee
Appointed: 1 July 2024  
– tenure of 9 months 
Nationality: British
Skills and experience: Polly is the Senior Independent 
Director at XP Power Limited, having joined that 
board in January 2016. She is a chartered accountant 
and a former Partner at KPMG LLP, having resigned 
her partnership in 2003 and since then, has held 
several non-executive directorship roles. Polly is also 
a non-executive director at Royal Bank of Canada 
Europe Ltd, senior independent director and audit 
chair at The Rugby Football Union and chair of the 
board for RBC Brewin Dolphin Limited.
Polly Williams
Graham Oldroyd
Role: Independent Non-Executive Director and 
Senior Independent Director. At the 2025 AGM, 
Richard will cease to be the Senior Independent 
Director but will remain an independent Non-
Executive Director.
Appointed: 2 April 2018 
– tenure of 7 years
Nationality: British
Skills and experience: Richard is Chief Executive 
Officer of Oxford Instruments plc. He was 
previously Chief Executive Officer of TT Electronics 
plc, holding that position from 2014 to September 
2023. He was formerly President of the Aerospace 
& Security Division of Cobham plc from 2008 to 
2014 and a member of its Executive Committee. 
He was previously responsible for TRW Aeronautical 
Systems’ (formerly part of Lucas Industries) 
European aftermarket business before joining 
Cobham plc in 2003 to run its Flight Refuelling 
Division. Richard is a fellow of the Royal Aeronautical 
Society and a Governor of St Swithun’s Independent 
School for Girls in Hampshire.
Richard Tyson
N  F
A
N
R  F
Key to Committee membership
A   Audit Committee
N   Nominations Committee
R   Remuneration Committee
  Chairman of the Board / Committee
F   Finance Committee
F

49
Corporate Governance
Financial Statements
Strategic Report
A
N
R
Role: Independent Non-Executive Director, Chair 
of Remuneration Committee and Responsible for 
Employee Engagement
Appointed: 1 November 2015  
– tenure of 9 years and 5 months
Nationality: British
Skills and experience: Caroline is currently a Fellow 
of the Royal Television Society, a non-executive 
director at the BBC, having been appointed to that 
role on 3 April 2025 and a trustee of the National 
Gallery Trust and of Tullie House Gallery in Cumbria. 
She was formerly Executive Director of English 
National Ballet where she is now a trustee. Until 
1 March 2023 Caroline was Chair of Digital UK (Now 
Everyone TV), and a non-executive director of UKGI 
and Chair of its Remuneration Committee. Until 
September 2012 Caroline was Chief Operating 
Officer at the BBC, serving 12 years as a member of 
the Executive Board. Caroline received an honorary 
doctorate from York University in 2013 and was 
made an honorary Fellow of the University of 
Cumbria in 2015. From 2016 to 2019 she was Chair of 
Oxfam. Caroline is a Deputy Lieutenant for Cumbria. 
Caroline will not seek re-appointment at the 2025 
AGM and will cease to be a Director at the conclusion 
of that meeting.
Caroline 
Thomson
Leadership, purpose, values and culture
Videndum’s purpose is to support our 
customers by designing and providing 
premium branded hardware products 
and software solutions to the content 
creation market. Our values and 
culture underpin the sustainable 
delivery of this purpose.
1. Purpose 
2. Values
Why we do what we do
Our purpose is to enable our customers to capture and share exceptional content by 
being the leading provider of premium hardware and software solutions to the content 
creation market.
Our core customers include broadcasters, film studios, production and rental companies, 
photographers/videographers, independent content creators, vloggers/influencers, 
professional sound crews and enterprises. Our product portfolio includes camera supports, 
video transmission systems and monitors, live streaming solutions, smartphone accessories, 
robotic camera systems, prompters, LED lighting, mobile power, carrying solutions and 
backgrounds, audio capture and noise reduction equipment.
The qualities that define 
us and what we try 
to achieve
Videndum provides world-class product 
performance with a keen eye for being 
customer focused. We lead in fast-
changing markets and have global reach 
and capability. We always do business the 
right way, with transparency, integrity 
and respect and in line with our 
Code of Conduct.
3. Culture
Who we are as an 
organisation
Our employees have a real passion for 
our products. Employees are encouraged 
to be forward-thinking, collaborative and 
supportive with an inclusive approach.
Role: Independent Non-Executive Director
Appointed: 1 April 2025 
– tenure of 1 month
Nationality: Swedish
Skills and experience: Eva was at Ericsson for 20 
years focused on strategy, production development 
and international sales and held positions in Sweden, 
Australia, USA and Japan. In 2000 she joined the 
Scandinavian telecommunications company Telia and 
served as Senior Vice President of Telia Equity before 
becoming Chief Executive of TeliSonera International 
Carrier in 2002. Eva has wide corporate experience 
having served on the Board of companies including 
Acast AB, Bodycote plc, Assa Abloy AB, Mr Green 
& Co AB, Sweco AB, Tarsier AB and Keller Group plc. 
Eva is currently Senior Independent Director at 
Vesuvius plc, and a non-executive director at 
Greencoat Renewables plc. Eva is also currently a 
non-executive director and chair of audit committee 
at Tele2 AB but will be standing down from this role 
at Tele2 AB’s AGM in May 2025. Eva is a member 
of the Royal Swedish Academy of Engineering 
Sciences. Eva will succeed Caroline Thomson 
as the independent Non-Executive Director with 
responsibility for employee engagement and Richard 
Tyson as Senior Independent Director at the 
conclusion of the 2025 AGM.
Eva Lindqvist
A
N
R

Videndum plc
50
Annual Report and Accounts 2024
Alignment of culture with purpose,  
values and strategy
The Board reinforces our culture and values 
through the way it collectively makes decisions, 
including decisions made on strategy, 
operations, governance and conduct. The culture 
of the Group is monitored and assessed by the 
Board via:
–	 Regular meetings with senior management, 
including attendance at Board and 
Committee meetings as appropriate.
–	 Discussing the outcomes of employee 
surveys and acting on any findings.
–	 Employee engagement sessions with 
a member of the Board with insights 
from these sessions.
–	 Consideration of feedback from key 
investors and wider stakeholders when 
shaping Group-wide policies, procedures 
and practices.
–	 Reviewing the Company’s whistleblowing 
service and any cases or investigations  
from the service.
–	 Payment to suppliers in accordance with 
contractual terms.
–	 Training records for Board members.
–	 Internal and external auditor’s reviews  
and findings.
–	 Regular risk and compliance reports  
from the Head of Group Risk Assurance. 
–	 Assessing cultural indicators such as:
–	 Management’s attitude to risk and  
the Group’s overall risk appetite;
–	 Compliance with the Group’s policies 
including communication and training 
on our Code of Conduct; and
–	 Key Performance Indicators including 
health and safety performance.
Further information on how the Board factors 
stakeholders into its decisions can be found  
on page 56.
2024 saw a period of significant change 
for the Group and its Board. This will continue 
into 2025 and the Group’s culture and 
governance framework will be aligned with 
its new structure.
Videndum refreshed and recommunicated 
its Code of Conduct to all employees in early 
2024. This was supported with online training 
and testing to embed the Code of Conduct 
and the right behaviours with all our 
employees. The Code of Conduct sets out 
expectations on behaviours in all aspects 
of how employees conduct themselves. 
As well as employees, this is also available 
to all stakeholders including customers and 
suppliers. The Code of Conduct is published in 
all languages commonly spoken in the Group 
and is available on our website. 
More information on Videndum’s culture can be found at:
Videndum’s governance framework and governance practices on pages 51 to 53
Videndum’s approach to people, leadership and succession in the Nominations Committee report on pages 59 to 63
Videndum’s risk and internal controls in the Audit Committee report on pages 64 to 68
The focus on health and safety, the environment and sustainability across the Group in the Responsible business report on pages 26 to 45
Videndum’s approach to executive remuneration in the Remuneration report on pages 69 to 96
Leadership, purpose, values and culture continued

51
Corporate Governance
Financial Statements
Strategic Report
The role of the Board
Our Board, outlined on pages 48 and 49, is 
made up of individuals who bring a diverse 
range of skills, perspectives and industry 
knowledge to our boardroom. In accordance 
with the Code, the role of the Board is to work 
to ensure the long-term sustainable success 
of the Company as well as undertake actions 
to generate value for shareholders. With the 
change that the business is going through, 
the Board’s skillset is continually being 
reviewed to ensure it has the right balance 
of experience that Videndum needs in the 
areas of finance, technology, strategy and 
operations, people management and 
global commerce.
Changes to the Board during 2024 included 
the following:
Stephen Harris succeeded Ian McHoul as 
Chairman of the Company on 1 May 2024.
Ian McHoul, Erika Schraner and Teté Soto did 
not stand for re-election at the Company’s 
AGM on 19 June 2024 and ceased to be 
directors of the Company at the end of 
that meeting. 
Polly Williams joined the Board as an 
independent Non-Executive Director and 
Chair of the Audit Committee with effect 
from 1 July 2024 and became a member of the 
Remuneration and Nominations Committees. 
On 25 October 2024, Stephen Bird and Andrea 
Rigamonti ceased to be Directors and in their 
roles as Group Chief Executive and Group 
Chief Financial Officer respectively. Stephen 
Harris with effect from the same date 
became Executive Chairman. The Board has 
commenced a detailed search for a new 
permanent Group Chief Executive for the 
business. 
Eva Lindqvist joined the Board as an 
independent Non-Executive Director on 1 April 
2025. She will become Senior Independent 
Director at the conclusion of the 2025 AGM.
All Directors of the Company aside from 
Caroline Thomson, in accordance with the 
Company’s Articles of Association, will stand 
for reappointment as Directors at the 
Company’s AGM to be held on 16 June 2025 
and further details can be found in the 
AGM Notice.
Caroline Thomson will cease to be a Director 
at the conclusion of the 2025 AGM. She will 
be succeeded as Chair of the Remuneration 
Committee by Anna Vikström Persson and 
as the independent Non-Executive Director 
in charge of employee engagement by Eva 
Lindqvist. At the conclusion of the 2025 AGM, 
Richard Tyson will cease to be the Senior 
Independent Director and will remain on 
the Board as an independent Non-Executive 
Director. Eva Lindqvist will succeed Richard 
as Senior Independent Director.
Until 25 October 2024, the roles of Chairman 
and Chief Executive were exercised by 
Stephen Harris and Stephen Bird respectively. 
However, with effect from that date, Stephen 
Harris was appointed to the position of 
Executive Chairman with Sean Glithero joining 
as Interim Chief Financial Officer. A search 
for a permanent Group Chief Executive has 
commenced. While the 2018 Code has a 
provision that the roles of Chairman and Chief 
Executive should not be exercised by the same 
individual, this change was necessitated by 
the challenging markets the Company is 
experiencing, with recovery in those markets 
slower than expected. Stephen Harris has 
significant experience, most recently leading 
FTSE 250 Bodycote plc for over 15 years as its 
Chief Executive. The combination of the roles 
with Stephen Harris as Executive Chairman 
is an interim measure to see the Company 
through this challenging period and while the 
search for a new Group Chief Executive is 
carried out. We will report on progress with 
this search over the coming months to ensure 
that shareholders remain informed.
Together with the Group Company Secretary, 
the Executive Chairman ensures that 
all Directors:
–	 Receive accurate, timely and clear 
information.
–	 Actively participate in the decision-making 
process at Board meetings.
–	 Are kept informed of all key business 
developments across the Group.
Board meeting agendas are agreed in advance 
of meetings by the Executive Chairman 
facilitated by the Group Company Secretary 
to ensure each Board meeting is as effective 
as possible. Agendas and supporting papers 
are circulated to all Board members in 
advance of meetings. All Board members 
provide constructive input to any strategic 
decisions proposed by executive management. 
Apart from the remuneration of Directors 
there were no instances when a Director had 
to abstain from voting on a matter due to 
a conflict of interest during 2024. The Board 
has a defined policy for dealing with conflicts 
or potential conflicts of interest as set out in 
the Company’s articles of association. At the 
start of every Board meeting all Directors are 
reminded about their duties under Section 172 
of the Companies Act 2006 including the need 
to disclose any conflicts of interest. 
The Group Company Secretary maintains 
a record of any declared conflicts of interest.
Effective resources and controls
The Board has satisfied itself that the 
Company’s purpose is aligned with business 
practices through a variety of resources, 
including regular updates from senior 
management as appropriate. These strategic 
and operational updates are discussed by the 
Board in scheduled Board meetings and short 
notice Board meetings as necessary.
The Board governance arrangements support 
the development and delivery of strategy by 
ensuring accountability and responsibility for 
decisions from within the organisation and 
also by leveraging the skills, knowledge and 
experience from all Board members. Further 
information on the skills and experience of 
all Board members can be found on pages 48 
to 49 and 59. Board members are expected 
to openly express their views and opinions 
on the business, the strategy, the operation 
of the Group or a proposed course of action. 
Information on Board performance and 
effectiveness can be found on page 63.

Videndum plc
52
Annual Report and Accounts 2024
Board governance
The Board has overall responsibility for 
governance in the Group, led by the Executive 
Chairman and supported by the Group 
Company Secretary.
The Board has delegated certain 
responsibilities to its Nominations, Audit 
and Remuneration Committees. 
Finance Committee
During 2024, the Board established the 
Finance Committee, chaired by Graham 
Oldroyd and with Stephen Harris, Polly 
Williams and Sean Glithero as its members. 
The Finance Committee has clear Terms of 
Reference approved by the Board, including 
the provision of management, oversight, 
effective governance and control for:
–	 The execution of the agreed funding 
strategy, capital structure and liquidity 
management for the Group;
–	 Funding transactions and loans for 
the Group;
–	 The ongoing relationship with existing 
lenders under the Revolving Credit Facility 
Agreement including covenant tests and 
waivers thereof;
–	 The renewal of the Group’s Revolving Credit 
Facility Agreement or other alternative 
long-term finance arrangements; and
–	 Other major financial matters for the 
Group including, but not limited to, tax, 
treasury, pensions and the Group’s 
insurance programme.
Meetings of the Finance Committee are 
minuted and reported to the full Board.
Further details of the work, composition, role 
and responsibilities of the Nominations, Audit 
and Remuneration Committees are provided 
in separate reports on pages 59, 64 and 69, 
respectively. Each of these Committees 
has Terms of Reference which are reviewed 
annually by the Committees and the Board 
during the year. These are available on the 
Group’s website: videndum.com/investors/
corporate-governance/governance-
framework/. The performance of each 
Committee is assessed annually as part of 
the evaluation process, and the results of 
the internal Board and Committee evaluations 
carried out in late 2024 are outlined on 
pages 61 and 63.
The Board has a schedule of matters reserved 
to it which is reviewed annually and can be 
viewed on the Group’s website: videndum.
com/investors/corporate-governance/
governance-framework/. The schedule of 
matters reserved to the Board includes 
matters such as acquisitions and divestment 
of businesses, appointments of new Directors 
and approval of financial results including 
budgets and capital expenditure as well as any 
declaration of dividends. Further information 
on the matters reserved for the Board can 
be found on page 58. The Board delegates 
certain of its powers to the Executive 
Chairman to run the business and operations. 
Executive Committee
The Chairman has established the Executive 
Committee comprising the Executive 
Chairman, Interim Chief Financial Officer, 
Chief People Officer, Divisional Chief 
Executive Officers and the Group Company 
Secretary. Other members of the senior 
management team attend by invitation 
of the Chairman. The Executive Committee 
meets monthly and provides in depth working 
knowledge of current performance and 
operational matters. Minutes of all Board and 
Committee meetings, including the Executive 
Committee, are prepared by the Group 
Company Secretary following each meeting.
The Chairman reports on the work of the 
Executive Committee to each Board meeting 
to keep the Board fully informed on 
operational matters. 
Where possible, Board and Committee 
meetings are held in person. In some 
instances, short notice Board and Committee 
meetings can be held via video conference. 
The Board also holds pre-Board meeting 
dinners which enable Directors to informally 
discuss current business matters. The Board 
appreciates this informal environment, which 
creates an opportunity for members of 
the Executive Committee, other senior 
management or external advisors to attend 
to give updates on the business.
The Directors make use of electronic Board 
packs, providing fast and secure access to all 
Board and Committee papers, alongside any 
other key and confidential updates to enable 
the running of the business. The Chairman 
and the Chairs of each of the Committees 
set the agendas for all Board and Committee 
meetings with support from the Group 
Company Secretary. 
The information contained within the Board 
and Committee packs includes current 
business performance, detailed budgets, 
forecasts, strategy papers, corporate 
development opportunities and operational 
performance, and annual and half yearly 
reports. A detailed monthly report is prepared 
and circulated to all Directors from the 
Chairman, Interim Chief Financial Officer, 
Group Company Secretary and Group General 
Counsel, plus a Health and Safety report. 
The Board receives further information from 
time to time as and when necessary.
The role of the Board continued

53
Corporate Governance
Financial Statements
Strategic Report
Executive Committee
The Executive Committee, established in November 2024, is led by the 
Chairman and comprises the Chief Financial Officer, Divisional CEOs, 
Group Company Secretary and Chief People Officer. Other members 
of management attend from time to time. The Executive Committee’s 
purpose is to oversee the management of the business and the 
implementation of the Group’s strategy.
Finance Committee
The Board established the Finance Committee in November 2024, 
comprising Graham Oldroyd (Chair), Stephen Harris, Polly Williams 
and Sean Glithero. The Finance Committee’s purpose is to oversee the 
Group’s funding strategy , capital structure and liquidity management.
ESG Committee
Videndum’s ESG initiatives are overseen by the Board with several 
ESG teams in the businesses coordinating activities through an 
ESG Committee.
Group Company Secretary
All Directors have access to the advice and services of the Group 
Company Secretary and any Director may initiate an agreed 
procedure to seek independent professional advice sought at the 
Company’s expense. Clearance to such advice being sought must be 
given in advance by the Chairman. The Group Company Secretary’s 
role is to support the Chairman, the Board, its Committees and 
individual Directors in discharging their duties effectively including 
governance matters. In accordance with the UK Corporate 
Governance Code, the Group Company Secretary’s appointment 
and removal is a matter to be considered by the whole Board.
Read more on page 64
Read more on page 69
Read more on page 59
Videndum plc 
The Board of Directors
Chaired by Stephen Harris
Membership: 
Chairman and independent Non-Executive Directors
Purpose: Approve all financial results, dividends and financial matters for the Group  
and tracks progress of the business against the strategy and budgets
Engagement with the Group’s key stakeholders
Approval of the financing for the Group
Oversight of the Group’s operations
Terms of reference for each of the Nominations, Audit and Remuneration Committee are available on our website 
– videndum.com/investors/corporate-governance
Nominations  
Committee
Chaired by  
Stephen Harris
Membership: 
Chairman and the independent  
Non-Executive Directors
Purpose: 
Reviews the composition of the Board
Succession planning of the Board
Oversees the leadership skills requirements 
and succession planning of key senior 
management for the Group
Audit  
Committee
Chaired by  
Polly Williams
Membership: 
The independent Non‑Executive Directors
Purpose: 
Responsible for the integrity of narrative 
reporting, financial statements and 
financial controls
Oversees risk management and control 
systems including internal audit progress 
and effectiveness
Reviews external auditor’s effectiveness 
Remuneration  
Committee
Chaired by  
Caroline Thomson
Membership: 
The independent Non‑Executive Directors
Purpose: 
Reviews the framework and policy on 
Executive Director and senior management 
remuneration and benefits to ensure 
alignment with strategy and performance
Reviews and benchmarks incentive 
arrangements and ensures they fit  
with the Group’s strategy and culture
Ensures Executive Director remuneration 
takes into account remuneration across 
the wider employee base
Videndum’s governance structure is as follows:

Videndum plc
54
Annual Report and Accounts 2024
Board activity in 2024
Attendance at 2024 Board and Committee meetings
The Board and its Committees have a scheduled programme of meetings and also hold meetings at short notice to meet business demands and 
to discuss important or pending issues. The table below sets out scheduled and short notice meetings and directors attendance throughout 2024.
Board
Audit
Remuneration
Nominations
Scheduled
Short notice
Scheduled
Short notice
Scheduled
Short notice
Scheduled
Short notice
Number of meetings
6
10
4
4
2
3
2
1
Directors:
Stephen Harris
6 (6)
10 (10)
–
–
–
–
2 (2)
1 (1)
Richard Tyson6
6 (6)
9 (10)
4 (4)
3 (4)
2 (2) 
3 (3)
2 (2)
1 (1)
Polly Williams 
(appointed 1 July 2024)
3 (3)
5 (5)
2 (2)
1 (1)
1 (1)
2 (2)
1 (1)
1 (1)
Caroline Thomson
6 (6)
10 (10)
4 (4)
4 (4)
2 (2)
3 (3)
2 (2)
1 (1)
Graham Oldroyd 
6 (6)
10 (10)
4 (4)
4 (4)
2 (2)
3 (3)
2 (2)
1 (1)
Anna Vikström Persson7
6 (6)
10 (10)
4 (4)
4 (4) 
2 (2)
2 (3)
2 (2)
1 (1)
Ian McHoul1 
(left 19 June 2024)
3 (3)
5 (5)
–
–
–
–
1 (1)
0 (0)
Erika Schraner2 
(left 19 June 2024)
3 (3)
5 (5)
2 (2)
3 (3)
1 (1)
1 (1)
1 (1)
0 (0)
Teté Soto3 
(left 19 June 2024) 
3 (3)
4 (5)
2 (2)
3 (3)
1 (1)
1 (1)
1 (1)
0 (0)
Stephen Bird4 
(left 25 October 2024)
5 (5)
7 (7) 
–
–
–
–
1 (1)
0 (0)
Andrea Rigamonti5 
(left 25 October 2024)
5 (5)
7 (7)
–
–
–
–
–
–
The number shown in brackets denotes the number of meetings the Director could have attended during 2024. Where a Director was unable to attend a meeting, their input to the business of the 
meeting was given in advance of the meeting to the Chairman or Chair of the Committee as appropriate.
1	 Ian McHoul did not seek re-election at the Company’s 2024 AGM and ceased to be a Director from 19 June 2024. 
2	 Erika Schraner did not seek re-election at the Company’s 2024 AGM and ceased to be a Director from 19 June 2024. 
3	 Teté Soto did not seek re-election at the Company’s 2024 AGM and ceased to be a Director from 19 June 2024. Teté Soto could not attend one short notice meeting in January 2024 due to a prior 
commitment. 
4	 Stephen Bird ceased to be a Director on 25 October 2024.
5	 Andrea Rigamonti ceased to be Director on 25 October 2024.
6	 Richard Tyson could not attend one short notice Board meeting and one short notice Audit Committee meeting in April 2024 due to a prior commitment. 
7	 Anna Vikström Persson could not attend one short notice Remuneration Committee meeting in December 2024 due to a prior commitment. 
During 2024 the Board covered a range of issues at its 
scheduled and short notice meetings including:
Strategy
Throughout 2024 multiple updates were 
provided to the Board on Divisional financial 
and operational performance including 
restructuring measures.
Operational
During 2024, the Board received regular 
updates on operational performance from the 
Divisional CEOs. In October 2024, the Board 
visited the Company’s operations at its Bury 
St Edmunds site to meet with employees and 
see operations first-hand. The Board further 
considered and approved major investment 
in new products.
Financial reporting and ESG
The Board approved the 2023 financial results, 
the 2023 Annual Report and Accounts as 
well as the 2024 AGM Notice, going concern 
and the viability statement in April 2024. 
The Board received regular updates on 
the Group’s ESG initiatives and approved 
standalone ESG and TCFD reports in April 
2024. The Board also considered and approved 
the Company’s 2024 half year at its 
September 2024 meeting.
Restructuring
In response to challenging market conditions, 
in 2024, the Board considered and approved 
significant restructuring steps. This included 
the transfer of manufacturing operations 
from Bury St Edmunds to Feltre in Italy; the 
simplification of the organisational structure 
moving from three divisions to two; and site 
rationalisation.
Financial
The Board considered and secured several 
covenant amendments tied to its Revolving 
Credit Facility in 2024.

55
Corporate Governance
Financial Statements
Strategic Report
Section 172 statement
The Board confirms that during the year ended 31 December 2024, it has acted in good faith to promote the long-term success of the Company 
for the benefit of its key stakeholders that have been identified on pages 24 to 25 as its shareholders, employees, customers, suppliers and the 
communities and environments in which we operate all while having due regard to the matters set out under Section 172 (a) to (f) of the 
Companies Act 2006:
Relevant Disclosure(s)
Page(s)
A
The likely consequence of any decision in the long term
Purpose and values
Strategic framework/Market opportunity
Dividends
Our stakeholders
Page 49 and 50
Page 4 to 7
Page 15
Page 42 to 43
B
The interests of the Company’s employees
Our people
Employee engagement
Employee health and wellbeing
Diversity and inclusion
Page 27
Page 56
Page 27
Page 27
C
The need to foster the Company’s business relationships with 
suppliers, customers and others
Customer engagement
Supplier engagement and relationships
Anti-bribery and corruption and modern slavery
Page 24
Page 24
Page 28
D
The impact of the Company’s operations on the community and 
the environment
Responsible business
Environment
Page 26
Page 27
E
The desirability of the Company maintaining a reputation for 
high standards of business conduct
Values and culture at Videndum
Code of Conduct and whistleblowing service
Workforce policies 
Page 49
Page 28
Page 28
F
The need to act fairly as between members  
of the Company
Shareholder engagement
AGM
Rights attached to shares
Page 56
Page 100
Page 97
How the Board considers Section 172 
matters
Methods used by the Board to perform their 
duties under the Companies Act 2006 include: 
–	 The Board considers the Group’s purpose, 
values and corporate culture when 
reviewing the Company’s policies, 
particularly relating to business conduct. 
–	 The Audit Committee has oversight of the 
Company’s risk assurance and management 
framework, internal controls, and the 
actions that are in place, or that will be put 
in place, to mitigate risk (including any 
emerging risks where appropriate) in 
the short, medium and long term.
–	 Detailed Divisional and Group strategy 
reviews held where senior management 
present updates to the Board, and the 
Board discuss mid to long-term strategy 
for all Divisions, including cross-Divisional 
synergy possibilities.
–	 The Board considers ESG matters as it 
remains cognisant of the need to continue 
its ESG programme across the Group.
–	 Members of the Board engage directly with 
employees and shareholders and receive 
feedback from the Chairman and Interim 
Chief Financial Officer on meetings with 
investors and analysts, as well as regular 
updates and reports from the Executive 
Committee and external advisers on 
engagement with other stakeholders such 
as customers, suppliers and the wider 
communities in which Videndum operates.
The Board considers all input and feedback 
from all stakeholders in its decision-making, 
what is right for the proper operation of the 
business and its overall strategy. The Board 
remains focused on the Group’s restructuring 
into 2025 and ensuring it is well positioned in 
the future for recovery in its markets.

Videndum plc
56
Annual Report and Accounts 2024
Shareholder engagement
Meeting with shareholders
Videndum has an active and open dialogue 
with shareholders and their views are 
regularly sought on key issues such as 
strategy, governance and financial 
performance. They have been supportive and 
are an important source of capital. The Board 
receives a monthly shareholder analysis report 
from our corporate broker which records 
movements in the shareholder register and 
also notes when investor engagement has 
occurred and any notable views expressed. 
There is an investor relations programme 
in place to provide all shareholders with 
regular updates on operational and financial 
performance, including regular market 
announcements, presentations, face-to-face 
meetings with investors, roadshows, the AGM 
and the upkeep of an investor relations 
section on the Group website. This programme 
is led by the Executive Chairman.
Throughout 2024, the Board communicated 
extensively with investors to ensure they 
remained informed and supportive of all 
key business decisions.
Investor meetings and roadshows
During 2024, the Board continued to engage 
with numerous institutional investors. These 
were centred around major events such as the 
2023 full year results, 2024 half year results 
and changes in executive management and 
were attended by the Executive Chairman 
and Interim Chief Financial Officer.
The Chairman additionally met numerous 
times with several shareholders during 2024 
to hear their views and discuss business 
progress.
Annual General Meeting (“AGM”)
The Company’s AGM was held on 19 June 
2024. All resolutions at the 2024 AGM were 
passed with a majority of votes in favour. 
The detailed outcome of resolutions at the 
2024 AGM is available on our website under 
“Corporate Governance”. The 2025 AGM 
will be held at Hilton Syon Park, Park, Road, 
Isleworth, TW8 8JF on Monday, 16 June 2025 
at 2.00pm. Voting at the AGM is carried out 
by way of a poll. Shareholders are encouraged 
to submit their votes by proxy ahead of the 
AGM to ensure their views are received 
in advance.
In the event of a 20% or more vote against 
a resolution at a General Meeting of 
shareholders, the Board would consider that 
a material level and would seek to engage 
with shareholders to understand the nature 
of concerns raised by the against votes and 
what actions, if any, should be taken to 
address such concerns. No such vote against 
or concerns were raised during 2024.
Annual Report
The Annual Report is available to all 
shareholders. Through electronic 
communication initiatives, we aim to make 
our Annual Report as accessible as possible. 
Shareholders can opt to receive a hard copy 
in the post or can download PDF copies via 
email or from our website. Additionally, if a 
shareholder holds their shares via a nominee 
account and encounters difficulty receiving 
the Annual Report via their nominee provider, 
they are welcome to contact the Group 
Company Secretary to request a copy.
Corporate website
The Videndum website, videndum.com, has 
a dedicated investor section which includes all 
of our Annual Reports, results presentations, 
and our financial calendar. The website also 
outlines our business strategy and 
model, product portfolio and Company 
announcements, and has a section covering 
our ESG activities.
Senior Independent Director
If shareholders have any concerns, which  
the normal channels of communication 
to the Group Chief Executive or Chairman  
have failed to resolve, or for which contact  
is inappropriate, then our Senior Independent 
Director, Richard Tyson, is available to address 
them. He can be contacted via email at  
info@videndum.com or via the Group 
Company Secretary. Following the conclusion 
of the 2025 AGM, Richard Tyson will cease 
to be the Senior Independent Director and 
will be succeeded by Eva Lindqvist.
Employee engagement
The Board uses a combination of formal and 
informal methods to engage with employees. 
This includes all-employee emails from the 
Executive Chairman updating on important 
business matters including the financial 
performance of the business. Face-to-face 
townhall style meetings are held at our sites 
including senior Divisional management 
with employees either joining in person or via 
video conference. In previous years we have 
conducted all employee surveys asking a range 
of questions including on health & safety, 
culture and values, communications and 
satisfaction working for Videndum. While 
we did not conduct a survey in 2024 due to 
pressures on the business, we will look to carry 
out employee surveys in the future. The Board 
in 2024 visited our Bury St Edmunds site, 
meeting with employees and seeing and 
hearing first-hand from employees. Upon the 
appointment of a new Director, a tailored 
induction programme is organised involving 
site visits to see operations and to hear from 
our employees. In line with the 2018 Code, 
the Board has appointed Caroline Thomson 
as the designated Non-Executive Director 
for engagement with the workforce. Caroline 
has performed this role since 2019, annually 
holding face-to-face sessions with a selection 
of employees from our operations around the 
world. Despite the challenges in 2024, Caroline 
held an employee engagement session in 
October 2024 with employees from our 
Creative Solutions Division based in SmallHD, 
North Carolina. Feedback from the session, 
which was centred around benefits, the 
Company’s strategy and markets and future 
goals, was shared with Divisional senior 
management and the Board. Caroline will 
not stand for reappointment at the 2025 
AGM and will be succeeded by Eva Lindqvist 
for the role as the designated Non-Executive 
Director for employee engagement.
Should employees feel that engagement 
is not effective and to provide an independent 
means to communicate concerns, the 
Company has in place an established 
whistleblowing process administered 
by an independent third party. Details 
on this are set out on page 28.
The Board continues to review the way 
it engages with employees to ensure 
it is effective.
The Board and our stakeholders

57
Corporate Governance
Financial Statements
Strategic Report
Polly Williams
Chair of the Audit Committee
–	 Acts as an independent point of contact in the Group’s 
whistleblowing procedures.
–	 As Chair of the Audit Committee, leads the work of the 
Committee in connection with the integrity of narrative 
reporting, internal controls, oversight of the internal 
audit function and work of the external auditors. 
Board roles and the division of responsibilities
While the UK Corporate Governance Code contains a provision that the roles of 
Chairman and Chief Executive should not be exercised by the same individual, the 
Board determined that given the challenges faced by the Company that change to the 
leadership of the Company was necessary. With effect from 25 October 2024, Stephen 
Harris became Executive Chairman as he was best suited to lead the Company whilst a 
thorough search for a new permanent Chief Executive was undertaken by the Board. 
Stephen Harris
Chairman of the Board and Chairman of the Nominations Committee
–	 Responsible for the effective operation of the Board 
and ensuring it is well-balanced to deliver the Group’s 
strategic objectives.
–	 Encourages an ethical culture that promotes 
transparency, open debate and challenge.
–	 Ensures that the Board plays a part in the 
development of strategy and offers 
constructive challenge.
–	 Ensures effective engagement between the Board 
and all stakeholders.
–	 As Chairman of the Nominations Committee, leads  
the work of the Committee in connection with Board 
composition and succession planning.
–	 Provides executive leadership across the Group.
–	 	Informs the Board of strategic and operational 
issues facing the Group.
Caroline Thomson
Non-Executive Director tasked with employee engagement and Chair of the Remuneration Committee
–	 Attends key employee and business events.
–	 Monitors the effectiveness of employee 
engagement programmes and surveys.
–	 Provides updates to the Board on employee 
engagement matters and any employee issues.
–	 As Chair of the Remuneration Committee, guides 
the work of the Committee in connection 
with Directors’ remuneration.
–	 Caroline Thomson will not seek re-appointment 
at the 2025 AGM and will be succeeded in the role 
as Chair of the Remuneration Committee by 
Anna Vikström Persson and by Eva Lindqvist 
for employee engagement.
Richard Tyson
Senior Independent Director
–	 Acts as a “sounding board” for the Chairman in all 
matters of governance and serves as an intermediary 
for the other Directors and shareholders, as well as 
leads the evaluation of the Chairman’s performance. 
–	 Acts as the Chairman if the Chairman’s position 
is in any way conflicted.
–	 Available to shareholders if they have concerns 
that have not been resolved through normal 
channels of communication with the Company.
–	 Richard Tyson will cease to be Senior Independent 
Director at the conclusion of the 2025 AGM and 
will be succeeded in that role by Eva Lindqvist.
Independent Non-Executive Directors – Graham Oldroyd, Anna Vikström Persson and Eva Lindqvist.
–	 Provide constructive challenge and advice 
to Executive management assisting in 
development of Group-wide strategy 
and monitoring financial and operational 
performance.
–	 Act with the highest levels of integrity 
and governance and help to ensure this 
culture is promoted within the Group.

Videndum plc
58
Annual Report and Accounts 2024
Role and independence of Non-Executive Directors
All Non-Executive Directors bring their unique experience and skillset 
to Videndum’s strategy, which in turn strengthens the stewardship 
of the Company and overall performance of the Group. The Board 
considers that Anna Vikström Persson, Graham Oldroyd, Polly 
Williams, Caroline Thomson, Richard Tyson and Eva Lindqvist are 
independent in accordance with the recommendations of the 2018 
UK Corporate Governance Code. Except for Caroline Thomson and 
Richard Tyson, each of these Non-Executive Directors’ tenure on 
the Board is less than six years and as outlined on page 62. Caroline 
Thomson has been on the Board since November 2015 and Richard 
Tyson since April 2018. Whilst Caroline’s tenure on the Board now 
exceeds nine years, the Board considers her to remain independent 
particularly given the change in executive management in 2024. 
Caroline’s service beyond her ninth anniversary on the Board has been 
essential in supporting through this period of transition. Caroline 
will not seek re-election at the 2025 AGM. The Chairman annually 
leads the process of objectively evaluating the performance of each 
Director. The 2024 internal Board evaluation as detailed on page 63 
covers the performance assessment of each Director. That evaluation 
determined that each Director was performing to the highest standard 
and demonstrated the right level of commitment to the role.
Relationship between the Board and Executive Committee
The following diagram illustrates the dynamic between the Board and 
Executive Committee and the responsibilities they are each tasked with:
Board and the Executive Committee
The Board currently comprises the Chairman and independent 
Non-Executive Directors who lead the business and safeguard the 
interests of shareholders and other stakeholders. The Board is 
currently in the process of a search for a new Group Chief Executive 
to lead the business in the long-term and will report on this regularly 
to shareholders. The Board has overall responsibility for setting 
the Group’s strategy, setting risk appetite and setting objectives 
for the business. It delegates overall delivery of the strategy and 
the running of the business to the Executive Chairman who 
is supported by the Executive Committee.
The Executive Committee, led by the Chairman, is responsible for 
running the business. The Executive Committee meets on a monthly 
basis and individual members of the Executive Committee attend 
Board meetings on a regular basis to provide updates on their 
businesses. The Board currently delegates all operational matters 
to the Chairman except for those matters reserved to the Board. 
The Chairman in turn uses the Executive Committee to help deliver 
on operational matters. The Executive Committee comprises the 
Chairman, Divisional CEOs, Interim Chief Financial Officer, Chief 
People Officer and Group Company Secretary. Other individuals 
attend by invitation of the Chairman.
Matters reserved for the Board
The Board has a schedule of matters reserved for its approval 
which includes:
–	 Setting the Group’s strategy, objectives, and review and 
approval of annual budgets.
–	 Reviewing of progress against strategy and budgets.
–	 Approval of financial results.
–	 Changes in Board composition including any key roles  
on advice from the Nominations Committee.
–	 Consideration of mergers, acquisitions and disposals.
–	 Approval of material litigation.
–	 On advice of the Audit Committee, the operation and 
maintenance of the Group’s risk appetite and profile.
–	 Setting the Group’s purpose, values and culture.
–	 Oversee restructuring initiatives for the Group.
Executive Committee activities during 2024
–	 Collectively responsible for the daily operation of the 
Group’s Divisions.
–	 Developed the Group’s strategy and budget for approval  
by the Board.
–	 Reviewed the financial positions of all key areas of the business.
–	 Monitored operational and financial results against plans  
and budgets.
–	 Reviewed regulatory and legal developments.
–	 Reviewed and approved capital expenditure within the delegated 
authority’s framework.
–	 Oversaw the Group’s HR policies and practices.
–	 Monitored and measured the effectiveness of risk management 
and various control procedures.
–	 Oversight of the Group’s health and safety performance.
Divisional CEOs
–	 Support the Chairman in developing and executing strategy.
–	 Lead the Divisional operational and financial performance.
–	 Manage, motivate and develop employees.
–	 Develop business plans in collaboration with the Board.
–	 Oversee daily activities throughout the Group.
–	 Ensure that the policies and procedures developed and set 
by the Board are communicated and adopted across the Group.
–	 Help to foster the Group’s culture throughout the organisation.
Sean Glithero 
Interim Chief Financial Officer
–	 Supports the Chairman in developing and implementing strategy.
–	 Provides financial and risk control leadership to the Group 
and guides the Group’s business and financial strategy.
–	 Responsible for financial planning and analysis, financial reporting, 
and tax and treasury as well as IT.
–	 Oversees the capital structure of the Group.
–	 Engages with shareholders alongside the Chairman.
Jon Bolton
Group Company Secretary
–	 Secretary to the Board and its Committees.
–	 Ensures compliance with Board procedures.
–	 Provides advice on regulatory and governance matters to the Board 
and senior management.
–	 Oversees the Company’s governance framework.
Board roles and the division of responsibilities continued

59
Corporate Governance
Financial Statements
Strategic Report
Composition, succession and evaluation
Overview 
The Nominations Committee is responsible for monitoring Videndum’s 
Board, its Committees and senior management to ensure that they have 
the appropriate breadth and balance of skills, knowledge and experience 
to lead the Group effectively, both now and in the future.
Nominations Committee
The Nominations Committee comprises the following members:
Stephen Harris (Chairman)
Caroline Thomson, Richard Tyson, Anna Vikström Persson, Graham 
Oldroyd, Polly Williams and Eva Lindqvist (appointed 1 April 2025).
Role of the Nominations Committee
Ensure the right balance and composition of the Board, which 
includes size of the Board, skills, knowledge, experience and diversity, 
ensuring that it remains relevant and appropriate and making any 
recommendations to the Board regarding any changes.
Lead the process with respect to appointments to the Board, 
including the role of the Chairman.
Succession planning for the Board, including Committee Chairs, 
and senior management including recruitment, talent development 
and identification of potential candidates internally or externally 
and making such recommendations to the Board.
The Videndum Board comprises individuals that collectively 
have a range of skills and experience including the following:
–	 International commercial experience
–	 Technology and e-commerce
–	 B2B and B2C markets
–	 Broadcast and photographic experience
–	 Marketing/digital marketing
–	 Finance and accounting
–	 Manufacturing
–	 Listed company best practice
–	 Corporate development and private equity
–	 People and culture
–	 ESG
Each Director brings separate skills and experience to the Board, having 
served in companies of varying size, complexity and market sector. 
When combined, these skills give the Board a rounded and 
comprehensive set of skills and experience. The Nominations Committee 
continues to monitor Board structure and succession plans, including 
internal talent development and succession plans of senior management 
below Board level. 
Board gender diversity
Male: 3
Female: 4
Board tenure
0-5 years: 5
5-7 years: 1
7 years +: 1
As at the date of signing of this Report, the Board’s composition 
and tenure is as follows:

Videndum plc
60
Annual Report and Accounts 2024
Nominations Committee Chairman’s letter
Dear Shareholder
The Nominations Committee is 
responsible for setting and monitoring 
the Board’s balance of skills, experience 
and knowledge in order to provide the 
diversity of thinking and perspective 
required to provide effective leadership. 
The Nominations Committee operates 
under terms of reference that are 
available on our website.
Succession planning and Director 
appointments
An important area of work for the Nominations 
Committee under my Chairmanship is 
succession planning around the Board and 
senior management across the Company. 
Significant and important change took place 
in 2024 as we continue the need to have a 
management team with the right skills and 
experience to operate the business. In 2024, the 
Committee considered Board composition and 
made recommendations on this to the Board.
As Chairman of the Nominations Committee, 
I lead the Committee in the process of 
reviewing the structure, size and composition 
(including skills, knowledge, experience 
and diversity) of the Board and in making 
recommendations to the Board with regard 
to any changes. This covers succession planning 
for Directors and senior executives in the 
Group. Currently, the main priority for the 
Committee is the search for a new Group 
Chief Executive. I am leading that process with 
the support of an external executive search 
consultant and the Committee will in due 
course make a recommendation to the Board.
Once the Board has identified the need for 
a new Director, I as Chairman, engage the 
support of an external executive search 
consultant to facilitate the search. A clear 
brief on the role is drafted with the skills and 
personal attributes that the Board is looking 
for and taking into account Board diversity. 
This is followed up with a search process to 
identify suitable candidates. Initial candidate 
interviews are held with myself as Chairman, 
and the Non-Executive Directors, where 
appropriate. Following this, a shortlist is 
created, taking into account the skills of 
each candidate and perceived cultural fit with 
the Board and senior management. Following 
further meetings a preferred candidate would 
be chosen and each member of the Board 
would then meet with, or speak to, the 
preferred candidate individually to ensure 
that a person with the right skills, diversity 
and dynamic fit with the Board was appointed. 
This same process would occur whether the 
role was Executive or Non-Executive in nature. 
However, if the search was for the role of 
Chairman, the search would be conducted 
by the Senior Independent Director with the 
support of the Board. Subject to the outcome 
of each search, a formal recommendation 
on an appointment is made by the Nominations 
Committee to the Board for approval.
The Nominations Committee used the services 
of Russell Reynolds in 2024 and followed the 
process above for the recruitment of Polly 
Williams. Polly Williams joined the Board on 
1 July 2024 as an independent Non-Executive 
Director and Chair of the Audit Committee.
Polly Williams has undertaken an induction 
to the Group, involving site visits and meeting 
with senior management and advisors. 
We announced on 19 March 2025 the 
appointment of Eva Lindqvist as a new 
Non-Executive Director who joined the Board 
on 1 April 2025. Eva’s recruitment followed 
the same process as that outlined above.
The Nominations Committee oversaw the 
change in Executive management, which saw 
the departure of Stephen Bird as Group Chief 
Executive and Andrea Rigamonti as Group 
Chief Financial Officer, both with effect 
from 25 October 2024.
Sean Glithero joined Videndum with effect 
from 28 October 2024 to lead the finance 
function as the Interim Chief Financial 
Officer. Sean’s selection and appointment was 
overseen by the Nominations Committee and 
follows a similar process as outlined earlier. 
Diversity and inclusion
The Nominations Committee and the Board 
consider the issue of diversity for every 
appointment. The objective is to ensure that 
the Board appoints the best person for every 
role and to optimise the collective Board 
strength. As part of this, the Board has 
adopted the following policy on diversity 
and inclusion, which is the same for the 
Board and all its Committees.
Videndum recognises the importance of 
a fully diverse and inclusive workforce in 
the successful delivery of its strategy. The 
effective use of all the skills and talents of 
our employees is encouraged and this extends 
to potential new employees. It is essential 
that the best person for the job is selected 
regardless of race, gender, religion, age, sexual 
orientation, physical ability or nationality. 
Videndum is fully committed to equal 
opportunity where talent is recognised. 
The Board keeps under regular review the 
issue of diversity including at Board and senior 
management level and throughout the entire 
workforce, taking into account, among other 
things, Lord Davies’ review, Women on 
Boards, the Hampton-Alexander review, 
FTSE Women Leaders and the Parker and 
McGregor-Smith reviews on ethnic diversity. 
We report upon this issue annually in our 
Annual Report. Our Diversity and Inclusion 
Policy is available on our website: videndum.
com/responsibility/our-people/. 
Our Diversity and Inclusion (D&I) Strategy 
is built on clear, actionable goals to create 
Stephen Harris
Chairman of the Nominations 
Committee

61
Corporate Governance
Financial Statements
Strategic Report
Engagement with key stakeholders
During 2024, we engaged with several 
major shareholders on Board succession 
matters. We used the feedback received 
to help shape our succession planning. 
Committee performance
The performance of the Nominations 
Committee was considered through the 
annual Board evaluation process, which in 
2024 was the subject of an internal review. 
From the responses provided, it was found 
that the Committee was well-managed and 
effectively covered Board and senior executive 
succession plans. In conclusion, it was found 
that the Nominations Committee was 
operating effectively.
Stephen Harris
Chairman of the Board and Nominations 
Committee Chairman
30 April 2025
meaningful change. Our policy is displayed on 
our website, demonstrating our commitment. 
Our Code of Conduct reinforces our strategy, 
prohibiting any form of discrimination.
Under the Listing Rules, there is a requirement 
to disclose gender and ethnic diversity at 
Board and executive management level. The 
following tables set out the gender and ethnic 
diversity of both the Board and the Executive 
Committee as at 31 December 2024.
As at 31 December 2024, the roles of 
Chairman, Senior Independent Director and 
Chief Financial Officer are occupied by men. 
While the Listing Rules set an expectation 
that one of these roles is to be occupied by 
women, that at least 40% of individuals on 
the Board of Directors are women and that at 
least one individual on the Board of Directors 
is from a minority ethnic background. The 
Board and Nominations Committee has to 
plan succession over a period of time and to 
appoint the best person for the role, 
irrespective of gender, race or any other 
characteristic. The Board, as at the signing 
of this Report, comprises 57% women. This 
follows the appointment of Polly Williams in 
July 2024 and Eva Lindqvist on 1 April 2025. 
One Director – Anna Vikström Persson – 
identifies as being from a minority 
ethnic background.
The Chairs of both the Remuneration and 
Audit Committees are currently occupied 
by women – Caroline Thomson and Polly 
Williams, respectively. The Board and 
Nominations Committee will have this issue 
in mind when planning succession around 
roles on the Board going forward. The Board 
comprises a diverse mix of international 
backgrounds including UK and Swedish 
nationals.
The information set out in the tables below 
was collected by the Group Company 
Secretary requiring each member of the Board 
and Executive Committee to complete forms 
identifying their gender and ethnicity in 
accordance with the Listing Rules as at 
31 December 2024.
Reporting table on gender representation
Number of  
Board members
% of the Board
Number of senior positions on  
the Board (Chair, CEO, SID, CFO)
Number in Executive 
management
% of Executive 
management
Men
3
50%
3
5
83%
Women
3
50%
0
1
17%
Reporting table on ethnicity representation
Number of  
Board members
% of the Board
Number of senior positions on  
the Board (Chair, CEO, SID, CFO)
Number in Executive 
management
% of Executive 
management
White British or other White 
(inc. minority-white groups)
5
86%
3
6
100%
Mixed/Multiple ethnic groups
0
0%
0
0
0%
Asian/Asian British
1
14%
0
0
0%
Black/African/Caribbean/
Black British
0
0%
0
0
0%
Other ethnic group
0
0%
0
0
0%

Videndum plc
62
Annual Report and Accounts 2024
Nominations Committee report
Key activities of the Nominations Committee
Page(s)
Board succession and appointment process of new Non-Executive Directors
62
Performance of the Nominations Committee
61
Board composition
48 and 49
Diversity and inclusion
60
Board and Committee evaluation
63
Appointments
Under the Company’s Articles, the Board has the power at any time, and from time to time, to appoint any person to be a Director, either to fill a 
casual vacancy or as an addition to the existing Board, subject to a maximum number of 15 Directors. Any Director so appointed holds office only 
until the next AGM and shall then put themselves forward to be reappointed by shareholders. As at the date of the signing of this Report, the current 
Board comprises an Executive Chairman and six independent Non-Executive Directors. Details of their appointments are set out below:
Chairman or Non-Executive Director
Appointment date
First renewal of term
Second renewal of term
Subsequent renewal of term
Stephen Harris (Chairman)
9 November 2023
9 November 2026
9 November 2029
Annually from  
9 November 2030 onwards
Caroline Thomson (will not seek 
reappointment at the 2025 AGM)
1 November 2015
1 November 2018
1 November 2021
Annually from  
1 November 2022 onwards
Richard Tyson
2 April 2018
2 April 2021
2 April 2024
Annually from  
2 April 2025 onwards
Anna Vikström Persson
1 May 2023
1 May 2026
1 May 2029
Annually from  
1 May 2030 onwards
Graham Oldroyd
12 October 2023
12 October 2026
12 October 2029
Annually from  
12 October 2030 onwards
Polly Williams 
1 July 2024
1 July 2027
1 July 2030
Annually from  
1 July 2031 onwards
Eva Lindqvist
1 April 2025
1 April 2028
1 April 2031
Annually from 
1 April 2032 onwards

63
Corporate Governance
Financial Statements
Strategic Report
The Chairman and the other Non-Executive 
Directors are appointed for an initial period 
of three years which, with the approval of 
the Nominations Committee and the Board, 
would normally be extended for a further 
three years. If it is in the interests of the 
Company to do so, appointments of the 
Chairman and Non-Executive Directors 
may be extended beyond six years, with the 
approval of the Nominations Committee, the 
Board and the individual Director concerned, 
subject to annual reappointment by 
shareholders.
Under the Company’s Articles, each Director 
is required to stand for annual reappointment 
at every AGM. The annual renewal of terms 
for a Non-Executive Director will take into 
account ongoing performance, continuing 
independence and the needs and balance of 
the Board as a whole. The explanatory notes 
in the AGM Notice state the reasons why the 
Board believes that the Directors proposed 
for re-election should be reappointed.
Caroline Thomson will not be seeking 
reappointment at the Company’s 2025 AGM 
and will cease to be a Director at the 
conclusion of the 2025 AGM. 
Director induction
Upon appointment, each Director is provided 
with a tailored induction to the Group. 
This includes meeting with senior Head Office 
and Divisional management, meeting the 
Company’s main external advisors as well as 
the external auditors, and visits to operational 
facilities in the Group. The Group Company 
Secretary coordinates this induction process. 
Board training
Ongoing training for new and existing 
Directors is available on request. Directors 
receive details of relevant training and 
development courses from both the Group 
Company Secretary and from the Company’s 
advisors. Any requests for training are 
discussed at Board or Committee meetings 
and we ensure that each Director has the 
required skills and knowledge to enable them 
to operate efficiently on the Board. The Group 
Company Secretary maintains a register of 
training undertaken by Directors to facilitate 
this discussion. During 2024, the Board 
collectively received training sessions on 
product technology, cyber security, investor 
relations, ESG matters and the broadcast 
and photographic markets as well as 
accounting and legal updates from the 
Company’s external auditors and legal 
advisor. The Board also receives regular 
written updates on governance, regulatory 
and financial matters as they are published.
Time commitments
All Directors demonstrated strong time 
commitment to their roles on our Board and 
Committees and their attendance at meetings 
is set out on page 54 of this report. Due to the 
pressures on the business in 2024, there were a 
number of short notice Board and Committee 
meetings and all Directors accommodated 
these meetings where possible. 
The Directors have also given careful 
consideration to their external time 
commitments to confirm they are able 
to devote an appropriate amount of time 
to their roles on our Board and Committees. 
The Nominations Committee reviews on an 
ongoing basis Directors’ time commitments 
and confirms that they are fully satisfied 
with the amount of time each Director 
devoted to the business.
Board and Committee evaluation 2024
In 2024, an internal Board evaluation was 
conducted and consisted of the following:
–	 Evaluation of the performance 
of the Board;
–	 Evaluation of the performance of the 
Audit, Remuneration and Nominations 
Committees; and
–	 Evaluation of the Chairman.
The evaluation was carried out by way 
of Directors completing a series of 
questionnaires coordinated by the Chairman 
and Group Company Secretary and the 
following points came out of the evaluation:
Performance and strategy:
–	 Challenges in 2024 put the Board and 
business under increased stress which 
continued to impact performance and 
progress.
–	 Further work around strategy, particularly 
emerging market dynamics (including 
artificial intelligence (“AI”)) is needed.
–	 The Board felt that strong action was 
to be taken to restructure the business 
with a more resilient and lower cost base, 
sustainable against lower revenues.
Governance:
–	 Governance is satisfactory, but further 
work is needed around risk management 
particularly at macro market levels and 
risk around cyber security.
–	 The Board remained informed about the 
views of employees notably through the 
Non-Executive Director responsible for 
employee engagement.
Priorities for 2025:
–	 Restructure the business with a more 
resilient and lower cost base.
–	 Undertaking a detailed review of Group 
strategy in light of market dynamics and 
shaping the business accordingly.
–	 The recruitment of new executive 
leadership.
–	 Deliver a stable and strong management 
team and business environment.
–	 Develop a stronger controls framework.
The last externally facilitated evaluation was 
in 2021 and the Chairman will consider the 
next opportune time to carry out a future 
externally facilitated evaluation.

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Annual Report and Accounts 2024
Audit, risk and internal control
Overview
The Audit Committee plays a pivotal role in the Group’s governance framework, providing sound independent oversight of the Group’s financial 
reporting mechanisms, system of internal controls to safeguard shareholders’ investments and the Company’s assets and employees. Furthermore, 
it manages the relationship with the external auditors to assess their effectiveness and to annually assess their independence and objectivity.
Audit Committee
The Audit Committee comprises solely independent Non-Executive Directors of the Company namely:
Polly Williams (Chair). Polly was appointed as Chair of the Audit Committee upon her joining the Company on 1 July 2024.
Richard Tyson, Caroline Thomson, Anna Vikström Persson, Graham Oldroyd and Eva Lindqvist.
Other members of the Board, Interim Chief Financial Officer, Executive Committee and other senior management including the Head of Group Risk 
Assurance, the Group Head of Tax, the Group Head of IT and Cyber Security, and the Company’s external auditors, PwC, attend meetings of the Audit 
Committee by invitation only.
Role of the Audit Committee
Financial reporting
–	 Ensures the financial integrity of the Group through the regular 
review of its financial processes and performance.
–	 Reviews and approves the financial statements in the Annual 
Report and Accounts, and that the Annual Report, taken as a 
whole, is fair, balanced and understandable and complies with 
all applicable UK legislation and regulation as necessary.
–	 Advises the Board on the Group’s viability and going 
concern status.
–	 Reviews the appropriateness of accounting policies and practices.
–	 Ensures that the Group has appropriate risk management 
and internal controls, through the oversight of the internal 
audit function.
–	 Oversees the preparation of TCFD disclosures.
External audit
–	 Manages the relationship with the external auditors, reviewing 
the scope and terms of its engagement and monitors 
its performance through regular effectiveness reviews.
–	 Reviews and monitors the objectivity and independence of 
the external auditor, including provision of non-audit services.
Role of the Audit Committee
Financial risks
–	 Oversees and reviews controls relating to financial risks and 
risks relating to finance IT systems including cyber security.
–	 Reviews the operational effectiveness of key controls in place 
to manage financial risks.
Governance and best practice
–	 Keeps up to date with developments regarding control 
environment through updates from the external auditors.
–	 Keeps in touch with shareholders’ sentiments through updates 
and advice from the Company’s brokers.
–	 Ensures that an appropriate whistleblowing service is in place 
for employees and third parties.
–	 Oversees third-party reputational risks and anti-bribery 
procedures.

65
Corporate Governance
Financial Statements
Strategic Report
Audit Committee Chair letter
The Audit Committee has completed a 
thorough review of all the key accounting 
judgements and estimates and has supported 
the amendments proposed by the Interim 
Chief Financial Officer and the finance team 
to those key assessments, including reviewing 
the key assumptions underlying the base case 
and the severe but plausible downside case. 
These are set out clearly on page 68. This 
has been a challenging process and required 
significant input from the Committee as well 
as input from the external auditors. However, 
the Committee and Board have also concluded 
that a material uncertainty remains in relation 
to Going Concern and that is discussed further 
in the body of the report. 
The Audit Committee maintained strong 
oversight of the Group’s internal controls and 
risk management framework throughout the 
year ensuring that these critical processes 
operated effectively and provided a sound 
basis for financial reporting. However, whilst 
these controls may have been sufficient in 
prior years, the current financial position has 
required additional granularity of information 
and the creation of additional financial 
reporting and metrics. When testing of the 
internal controls had identified remedial action, 
the Audit Committee has monitored the 
completion of those actions. The Audit 
Committee also considered, on a regular basis, 
the potential for fraud in revenue recognition, 
scope for management override of controls and 
compliance with legislation and regulations. 
The Audit Committee has also reviewed the 
disclosure within the Annual Report and 
recommended to the Board that Annual 
Report represents a true and fair view, 
is compliant with applicable accounting 
standards and legislation and, taken as a 
whole is fair, balanced and understandable. 
Deloitte LLP ceased to act as external auditors 
of the Group at the conclusion of the 2024 
AGM on 19 June 2024. As previously reported, 
the Audit Committee, on behalf of the Board, 
conducted a formal audit tender process, which 
included gathering information, and receiving 
presentations and technical demonstrations 
of audit techniques and processes from various 
audit firms during 2023. The Audit Committee 
and the Board unanimously agreed that 
PricewaterhouseCoopers LLP (PwC) should 
become the successor external audit firm 
and they were duly appointed by shareholders 
at the 2024 AGM. Jennifer Dickie is the lead 
PwC engagement partner. PwC were able 
to observe the 2023 year end process and the 
Committee have worked with PwC to ensure 
a smooth transition through reporting on the 
half year results for 2024 and now the 2024 
Annual Report. 
Any cases of whistleblowing in the Group 
are notified to me, as well as the Chairman 
and Group Company Secretary unless they 
are mentioned. All cases are investigated 
Dear Shareholder
I am pleased to present our report for the 
year ended 31 December 2024 and my first as 
Chair of the Audit Committee. I would like to 
thank my predecessor, Erika Schraner, for her 
leadership of the Audit Committee through 
some challenging times for the business.
Unfortunately those challenges have 
continued and the Audit Committee has 
been very active in a number of areas over the 
last 12 months. Clearly the Audit Committee 
maintains a critical role in ensuring the 
integrity and transparency of the Group’s 
financial reporting, as well as overseeing the 
effectiveness of the Group’s internal control 
and risk management systems. This year has 
also seen the change of external auditors 
as well as a change in the Interim Chief 
Financial Officer with the appointment 
of Sean Glithero.
This report will provide shareholders with 
the following information:
–	 The Audit Committee’s principal 
responsibilities and its governance; 
–	 	Key activities of the Audit Committee, 
including regular or annual review items 
and current areas of focus;
–	 	The change in external auditors, their 
induction and the level of fees proposed, 
including any non-audit work;
–	 	Review of the significant estimates and 
judgements;
–	 	Review of the internal audit process; and 
–	 	Review of the risk management framework 
and compliance therewith.
thoroughly internally or with the support 
of independent third party service providers 
as necessary. Outcomes are reported to me 
and remedial actions taken as appropriate. 
The Board is kept abreast of any whistleblowing 
reports and outcomes of any investigations 
while recognising the confidential nature 
of the process and the need to protect the 
individual’s right to anonymity. There were 
six whistleblowing reports during 2024. 
The performance of the Audit Committee 
was considered through the annual Board 
evaluation process, which in 2024 was the 
subject of an internal review. From the 
responses provided, I am pleased to report 
that the Audit Committee was found to be 
operating effectively with rigorous challenge 
from the Audit Committee members. 
Significant time had been given to debate 
on risk assurance throughout the Group, 
including controls, cyber security and 
required improvements.
I would welcome questions from shareholders 
on the Committee’s activities and if shareholders 
wish to discuss any aspect of this report, they 
can do so via the Group Company Secretary. 
I will be present at the Company’s 2025 AGM 
and will be happy to answer any questions 
from our shareholders at that meeting or 
informally at any other time.
Polly Williams FCA
Audit Committee Chair
30 April 2025
Polly Williams
Audit Committee Chair 

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66
Annual Report and Accounts 2024
–	 The responsibilities of senior management 
in each Division to manage existing and 
emerging risks within their businesses are 
periodically reinforced by the Executive 
Committee.
–	 Major strategic, operational, financial, 
regulatory, compliance and reputational 
risks are assessed during the annual 
long-term business planning process around 
mid-year. These plans and the attendant 
risks to the Group are reviewed and 
considered by the Board.
–	 Large financial capital projects, property 
leases, product development projects, 
significant restructuring and all acquisitions 
and disposals require advance Board 
approval.
–	 The process by which the Board reviews the 
effectiveness of internal controls has been 
agreed by the Board and is documented in 
line with FRC guidance. This involves regular 
reviews by the Board via recommendations 
presented by the Audit Committee of the 
major business risks of the Group, including 
emerging risks, together with the controls 
in place to mitigate those risks. In addition, 
each Division conducts a self-assessment of 
its internal controls. Every year, the results 
of these assessments are reviewed by the 
Head of Group Risk Assurance who provides 
a report on the status of internal controls 
and internal controls self-assessment to 
the Interim Chief Financial Officer and the 
Chair of the Audit Committee. The Board 
is made aware of any significant matters 
arising from the self-assessments. The risk 
and control identification and certification 
process is monitored and periodically 
reviewed by Group financial management.
–	 A register of risks facing the Group, as 
well as each individual business, and an 
evaluation of the impact and likelihood 
of those risks is maintained and updated 
regularly by the Head of Group Risk 
Assurance. The Group’s principal risks and 
uncertainties and mitigation for them are set 
out on pages 18 to 23 of this Annual Report.
–	 At the end of 2023 the Group implemented 
an IT software solution to track specific 
risks and mitigating controls/actions. 
This is used to enable a continuous review 
of risks throughout the year.
The Board has established a control 
framework within which the Group operates. 
This contains the following key elements:
–	 Strategic planning process, including horizon 
scanning, identifying key actions, initiatives 
and risks, including emerging risks and 
opportunities, to deliver the Group’s 
long-term strategy. This involves a 
comprehensive review of macroeconomic , 
social and political trends. The Group has 
identified artificial intelligence as an 
Audit Committee report
How the Committee operates
The Audit Committee is composed solely of 
independent Non-Executive Directors who 
collectively have a wide range of skills and 
experience including finance and accounting, 
leadership, and technology. The Board is 
satisfied that Polly Williams has appropriate 
recent and relevant financial experience. 
The schedule of Audit Committee meetings 
is built around the key dates in the financial 
reporting and audit cycle. During 2024, the Audit 
Committee met on four scheduled occasions, 
in February, June, August and December. 
There were four additional short notice Audit 
Committee meetings also held during the year 
to consider and recommend to the Board for 
approval the delayed 2023 full-year financial 
results, engagement of PwC, the review and 
recommendation to the Board for the approval 
of the half-year financial statements following 
a delay from the scheduled August 2024 meeting 
and audit planning ahead of the 2024 year-end.
The Chair reviews the agenda for every meeting 
with relevant executives and advisors, together 
with the annual programme to ensure that all 
aspects of the Terms of Reference are covered 
within an appropriate timeframe. Papers are 
circulated in advance of the Audit Committee 
meeting and regular attendees included the 
Chairman, Interim Chief Financial Officer, Group 
Financial Controller, Heads of IT, Risk and Tax 
and the Group and Deputy Company Secretary. 
The Audit Committee meets privately with 
the external auditors at least annually.
Meetings of the Audit Committee are held in 
advance of the main Board meetings to allow 
the Committee Chair to provide a report on the 
key matters discussed to the Board, and for the 
Board to consider any recommendations made. 
All of this, along with ongoing challenge, debate 
and engagement, allows the Audit Committee 
to discharge its responsibilities effectively.
Risk management and control
The Audit Committee formally reviews the 
effectiveness of the Group’s internal controls 
twice a year including controls over prevention 
and detection of fraud. The review encompasses 
both the design and evidence of operating 
effectiveness of those controls.
The Audit Committee and subsequently the 
Board, have completed a robust assessment 
of the Company’s emerging and principal risks 
and has adopted a risk-based approach to 
establishing the system of internal controls. The 
application and process followed by the Board 
in reviewing the effectiveness of the system of 
internal controls during the year were as follows:
–	 Each Division is charged with the ongoing 
responsibility for identifying the existing 
and emerging risks it faces and for putting 
in place procedures to monitor and manage 
those risks. This includes climate change 
risks identified at a site level.
emerging risk and opportunity, which may 
also affect demand for specific products 
within the Group. This risk is being monitored 
proactively. The threat of geopolitical 
instability was also identified as an emerging 
risk, in particular the issue of tariffs which is 
fast moving and recent and affects several 
risk areas. There is a risk that a prolonged 
trade war increases the risk of recession. 
The Group is carefully monitoring 
developments in this area, and has identified 
and already started to implement some 
mitigating strategies, in order to proactively 
respond to this emerging issue.
–	 Organisational structure with clearly 
defined lines of responsibility, delegation 
of authority and reporting requirements.
–	 Defined expenditure authorisation levels.
–	 Operational review process covering all 
aspects of each business conducted by the 
Executive Committee on a regular basis 
throughout the year.
–	 Comprehensive system of financial 
reporting including weekly flash reports, 
monthly reporting, quarterly forecasting 
and an annual budget process. The Board 
approves the Group budget, forecasts and 
strategic plans. Monthly actual results are 
reported against prior year, budget and 
latest forecasts, and are circulated to the 
Board. These forecasts are revised where 
necessary but formally once every quarter. 
Significant changes and adverse variances 
are reviewed by the Chairman and 
Executive Committee and remedial action 
is taken where appropriate. Group tax 
and treasury functions are coordinated 
centrally. There is regular cash and treasury 
reporting to Group financial management 
and monthly reporting to the Board on 
the Group’s tax and treasury position.
–	 The Group has continued to place 
significant emphasis on the Company’s 
liquidity position and cash flow forecasting 
processes. The Audit Committee 
acknowledges the importance of robust 
cash flow monitoring to maintain sufficient 
liquidity to meet its operational and future 
covenant obligations. In January 2025, 
management commenced a weekly process 
of preparing a rolling 13-week cash flow 
forecast to provide management with 
enhanced visibility. The Audit Committee 
challenged management over the 
preparation, review, and approval of 
cash flow forecasts. These forecasting 
mechanisms support prudent liquidity 
management and enhance financial 
resilience. This system has been in place 
for the year under review and to the date 
of approval of the Annual Report.
The Audit Committee is satisfied that an 
adequate framework is in place to manage 
risks and internal controls, however some 

67
Corporate Governance
Financial Statements
Strategic Report
further improvements will be made in 2025 as the Group responds 
to the 2024 UK Corporate Governance Code, and further strengthens 
its risk management processes.
The Board carries out a periodic assessment of the Group’s risk 
appetite, which includes the identification of the risk thresholds against 
each organisational objective. Key elements of the risk appetite (for 
example, our commitment to innovation, compliance and sustainability 
practices) are summarised in the overview section of the Principal risks 
and uncertainties.
Accounting policy review
The Group Finance team oversees the application of the accounting 
policy. To strengthen the process, the controls around financial 
reporting were enhanced in that a formal Group dispensation is 
required to be obtained by business units, at interim and year-end, 
for any deviations from the accounting policy. This includes, inter alia, 
instances where the standard methodology for calculating provisions 
is not adhered to for any reason. 
The Group accounting policy is regularly reviewed and some changes 
were made at the end of 2024 to improve consistency between the 
divisions. Significant amendments have been made to the accounting 
estimates and judgements including the carrying value of goodwill 
and other intangible assets as set out in the table below. The Audit 
Committee has reviewed these in detail and the relevant disclosures 
including the use and prominence of alternative performance measures. 
The Group Financial Controller performs a review of revenue recognition 
and revenue-cut off across the Group at interim and year-end. This 
further enhances the controls relating to financial reporting. 
Internal audit
Internal audit is independent of management and has a reporting line 
to the Chair of the Audit Committee, providing independent and objective 
assurance and advice on the adequacy and effectiveness of governance 
and risk management. An internal audit plan for 2024 was prepared 
and agreed with the Audit Committee at its March 2024 meeting and 
progress against the internal audit plan was tracked throughout the year.
The Head of Group Risk Assurance conducted several internal audits 
and additional assurance reviews during 2024, the details of which were 
presented to the Audit Committee. The internal audits included reviews 
of the appropriateness and effectiveness of controls within the Group 
including, but not limited to purchasing and payments, sales and cash 
collection, inventory management, accounting and reporting, human 
resources, and IT systems and processes. Internal audit findings, 
including control improvement observations, and the status thereof, 
are reported to the Audit Committee.
The internal audit plan is based on a review of the Group’s key risks 
which are considered high risk or have not been subject to a recent 
audit. During the internal and external audits, a number of control 
findings were identified.
The Audit Committee reviews the output of the internal audit function 
to assess the quality of deliverables and breadth of assurance provided. 
In early 2024, resource in the internal audit function was expanded by one 
headcount and through the use of an internal audit co-source provision.
External audit
As noted previously, after a thorough tender process, PwC were 
appointed external auditors at the 2024 AGM. 
Audit independence and fees
The Audit Committee reviews reports on the audit firm’s own internal 
quality control procedures together with the policies and processes for 
maintaining independence and monitoring compliance with relevant 
requirements. PwC have confirmed its independence as external 
auditors of the Company in a letter addressed to the Directors. 
The fees payable for 2024 and previous years are as follows:
2024
2023
2022
2021
2020
Fees payable to external 
auditors for the audit of 
the Company’s financial 
statements
£1.2m
£1.4m
£0.9m
£0.5m
£0.2m
Fees payable to external 
auditors for audit 
of subsidiaries
£1.2m
£1.0m
£0.8m
£0.8m
£0.5m
Fees related to corporate 
finance transactions
£nil
£0.9m
£nil
£nil
£nil
Fees related to non-audit 
services
£0.3m
£0.5m
£0.1m
£0.1m
£0.1m
Total fees payable 
to external auditors
£2.7m
£3.8m
£1.8m
£1.4m
£0.8m
The primary drivers for the incremental audit work resulted from enhanced 
work around going concern and the associated disclosure, extended work 
on adjusted items, enhanced procedures around revenue following its 
elevation to a key audit matter, and a lower materiality and threshold being 
applied by Deloitte to perform their testing. Additionally, non-audit fees 
were paid to Deloitte for their role as the Reporting Accountant in 2023.
Non-audit services
As required by the Code, the Audit Committee has a formal policy 
governing the engagement of our external auditors, PwC, to supply 
non-audit services and to assess the threats of self-review, self-interest, 
advocacy, familiarity and management. Written permission must be 
obtained from the Chair of the Audit Committee and Interim Chief 
Financial Officer before the external auditors are engaged for any 
non-audit work. There is a cap on permissible non-audit services of 
a maximum of 70% of the average of the fees paid in the last three 
consecutive financial years for the external audit services. The policy 
ensures that any non-audit work provided by PwC does not impair 
their independence or objectivity and is divided into two parts:
During 2024, the non-audit services policy was followed with no exceptions. 
During 2024, £0.3 million (2023: £0.5 million) was paid to PwC and Deloitte 
(2023) respectively in relation to the non-audit work compared to an 
audit fee of £2.4 million (2023: £2.4 million). This non-audit work mainly 
comprised the review of the half yearly financial statements and additional 
assurance-related services.
External auditor’s effectiveness
The effectiveness of the external auditors and the audit process is 
assessed by the Audit Committee, which meets the audit partner 
and senior audit managers regularly through the year. Annually, the 
Audit Committee assesses the qualifications, expertise, resources 
and independence of the Group’s external auditors, as well as the 
effectiveness of the audit process through discussion with the 
Executives. The Chair of the Audit Committee also meets with the 
PwC engagement partner.
The Audit Committee is satisfied that the external audit process for 
2024 was effective in meeting governance requirements and fully 
addressing audit risk areas.
2024 Annual Report and Accounts – fair, balanced 
and understandable
The Audit Committee provides assurance to the Board that the Annual 
Report, taken as a whole, is fair, balanced and understandable, 
and provides the information necessary for shareholders to assess 
the Group’s position, financial performance, business model and strategy. 
The Audit Committee concentrated its review of the full year results on 

Videndum plc
68
Annual Report and Accounts 2024
the financial statements only and the process which underpinned 
the drafting of the Going Concern and Viability statement. The Board 
understands the Audit Committee’s review process and reviews the 
Annual Report to ensure that it is fair, balanced and understandable. 
The contents of the financial statements and the Going Concern and 
Viability statements were reviewed by the Audit Committee at the 
23 April 2025 meeting. The Board as a whole is responsible for preparing 
the Annual Report and Accounts. The Audit Committee reported to the 
Board that, based on its review of the evidence, it was satisfied that the 
Annual Report and Accounts, taken as a whole, is fair, balanced and 
understandable, and provides the information necessary for shareholders 
to assess the Group’s performance, business model and strategy.
Significant accounting issues
Significant accounting issues and judgements are identified by the finance 
team, or through the external audit process and are reviewed by the 
Audit Committee. The significant issues considered by the Audit Committee 
in respect of the year ended 31 December 2024 are set out below:
Significant  
accounting issue
How it was addressed
Going concern
The Audit Committee considered whether it was appropriate to prepare the financial statements on a going concern basis. Management prepared 
a number of severe but plausible downside scenarios. Management presented and discussed the forecasts with the Audit Committee and noted that 
there is a possibility under certain scenarios whereby the Group’s covenants are breached. The material uncertainty relates to the fact that, as a result 
of the financial projections, under the severe but plausible scenario, multiple breaches of the Group’s covenants are forecast within 12 months from 
the approval of these financial statements. Furthermore, without additional sources of funding or new measures to improve the liquidity situation 
the business would have insufficient liquidity to operate from the first quarter of 2026. If a covenant breach occurred, or additional liquidity beyond 
the liquidity cap be required, the Group would have the opportunity to renegotiate the terms of the RCF or obtain a covenant waiver. However, as would 
be the case in any liquidity or covenant amendment request, funding to the Group could be withdrawn and additional liquidity or covenant relief not 
granted. Should the severe but plausible scenario come to pass, it would jeopardise the ability for the Group to successfully complete its planned 
refinancing prior to the end of September 2025. This could potentially mean the lenders exercising their right to default the RCF in October 2025 if 
a satisfactory agreement could not be reached to deleverage the Group. 
The Board has concluded that these financial projections, and risk of a negative tariff related outcome, do indicate the existence of a material 
uncertainty which may cast significant doubt over the Group’s ability to continue as going concern. The financial statements do not include the 
adjustments that would result if the Group were unable to continue as a going concern. Refer to section 1 on page 116 for further information. The 
forecast was performed through to 2026. The Board concluded that it is was appropriate to prepare the financial statements on a going concern basis.
Goodwill 
and acquired 
intangibles
The Audit Committee critically reviewed management’s assessment of goodwill and acquired intangible assets tested for impairment. The 
challenge was around management’s assessment, including the forecast and key drivers such as the discount rate and long-term growth rate. 
Further information that they have challenged on is disclosed in Note 3.1 Intangible assets on page 136. The external auditors also presented 
their assessment. During 2024, goodwill was impaired by £46.0 million (2023: £nil). There were no impairments recorded against acquired 
intangibles (2023: £15.8 million). The Audit Committee concurred with management’s assessment.
Capitalisation 
of development 
costs
The Audit Committee considered whether the development costs capitalised during the year complied with IAS 38. Management presented a list of 
the key projects that had been capitalised, along with an assessment of future profitability to support the value on the Balance Sheet. The external 
auditors also presented their findings. The Audit Committee agreed with management’s accounting treatment and related disclosures. 
Deferred tax
The Audit Committee critically reviewed management’s derecognition of deferred tax assets. During 2024, the Group fully derecognised the 
deferred tax asset of £62.6 million. Management considered the FRC Thematic review published in September 2022 in relation to IAS 12 and 
has increased disclosures surrounding the deferred tax asset derecognition. The external auditors also presented their assessment. The Audit 
Committee concurred with management’s assessment.
Working 
capital 
valuation
The Audit Committee critically reviewed the carrying value of the Group’s working capital. This took into account management’s assessment of the 
appropriate level of provisioning including collectability of receivables and inventory obsolescence throughout the year and with special emphasis 
on the 2023 year-end process. With regard to inventory, the gross levels held by inventory type, the provisions recorded against obsolescence, and 
inventory days analysis were also presented to the Audit Committee. In addition, the external auditors presented their findings with regard to the key 
audit testing over working capital covering all the major locations. The Audit Committee concurred with management’s assessment of the Group’s 
working capital position. Refer to section 3.3 on page 141 for further disclosure and quantification around working capital.
Provisions 
and liabilities
The Audit Committee considered the judgemental issues relating to the level of provisions and other liabilities. The more significant items include 
restructuring, tax-related, and grant repayment provisions, and taxation. For each area management presented to the Audit Committee the key 
underlying assumptions and key judgements and, where relevant, the range of possible outcomes. The external auditors also presented on each 
of these areas and their assessment of these judgements. The Audit Committee has used this information to review the position adopted in terms 
of the amounts charged and recorded as provisions, acknowledging the level of subjectivity that needs to be applied. The Audit Committee has agreed 
with the conclusions reached by management and the associated disclosure in the financial statements. The provision has increased from £5.5 million 
in 2023 to £11.9 million at the end of 2024, which is largely driven by restructuring activities. Refer to section 3.5 on page 146 for further detail.
Adjusting 
items
The Audit Committee considered the validity of adjusting items that were reported in 2024. Adjusting items are impacted by the 2024 restructuring 
activities, which includes corresponding impairments of assets. Adjusting items relate to the amortisation of intangibles assets that are acquired 
in a business combination (£3.5 million), restructuring and other costs (£11.3 million), impairment of assets (£51.3 million), acquisition related charges 
(£0.2 million). In December 2024, the decision was made to no longer proceed with the disposal of Amimon as no credible offers were received at the 
time. Instead, the decision was made in 2024 to close the business through 2025 and sell Amimon’s zero delay technology intellectual property to the 
Teradek business, also part of the Creative Solutions Division. Amimon, therefore, no longer meets the definition of a disposal group held for sale as 
at 31 December 2024, and as a result, is reclassified from held for sale and discontinued operation, to held for continuing operations in 2024. On 9 April 
2025 the Group sold its Amimon business, part of the Creative Solutions Division, for a gross cash consideration of $1.0 million (£0.8 million). In 
addition, Teradek LLC, also part of the Creative Solutions Division, received $2.3 million (£1.8 million) for entering into an agreement to grant Amimon 
a licence to use certain Licenced Technology. Within the Consolidated Statement of Profit or Loss, the 2024 results of Amimon are included in adjusting 
items as a continuing operation while the 2023 results were reported in loss from discontinuing operations. See 3.4 “Discontinued operations and 
non-current assets classified as held for sale”. The Audit Committee challenged management around certain adjusting items. Refer to section 2.2 
on page 125 for further detail. The external auditors presented their findings with regard to key audit testing over adjusting items. The Audit 
Committee agreed with management’s accounting and disclosures.
Audit Committee report continued

69
Corporate Governance
Financial Statements
Strategic Report
Dear Shareholder
Videndum’s Directors’ Remuneration report 
for 2024 comprises three separate sections:
–	 Section 1 – my annual statement setting 
out the work of the Remuneration 
Committee in 2024 and priorities for 2025. 
–	 Section 2 – the Directors’ Remuneration 
Policy (“the Policy”). For reasons explained 
later in my statement, we will be putting 
a new Policy to shareholders for approval 
at the 2025 AGM. The details of the new 
Policy are set out on pages 72 to 80 and 
if approved, is intended to apply through 
to the Company’s AGM in 2028.
–	 Section 3 – the 2024 Annual Report on 
Remuneration sets out the remuneration 
paid to Directors in 2024 as well as details 
of how the Committee intends to 
implement our Policy for 2025.
2024 proved to be a very challenging year 
for Videndum, surpassing 2023. End markets 
remained subdued with little or no recovery 
following the US writers’ and actors’ strikes 
in 2023. This overhang from the strikes was 
compounded by continuing weak consumer 
confidence and interest rates remaining high. 
Despite the £126.4 million equity raise that 
completed in December 2023, Videndum was 
unable to grow the business in 2024. It became 
apparent, as 2024 progressed, that the 
Group’s structure and cost base was not 
sustainable and this culminated in the Board, 
in October 2024, determining that a change 
in executive management was necessary. 
Stephen Harris became Executive Chairman 
on 25 October 2024, following the departure 
of Stephen Bird, and Sean Glithero joined as 
Interim Chief Financial Officer on 28 October 
2024 to lead the Company during this period 
of change. The Nominations Committee 
is leading the search for a new permanent 
Chief Executive.
In light of the search for a new permanent 
Chief Executive Officer, the Remuneration 
Committee has considered how the Directors’ 
Remuneration Policy can support the 
successful recruitment. Ordinarily, the 
Remuneration Committee would have 
carried out a review of the Policy in 2025 
with the aim to put a new Policy to the AGM 
in 2026 coinciding with the third anniversary 
of the approval of the current Directors’ 
Remuneration Policy.
These are not, however, ordinary circumstances 
and it has become evident to the Board and the 
Committee that approval for a specific change 
to the Directors’ Remuneration Policy is required 
at the 2025 AGM to be held on 16 June 2025 
to enable the successful recruitment of a new 
Chief Executive Officer. In the opinion of the 
Board and the Committee it would be 
imprudent to wait until 2026 to renew the Policy.
Videndum is an international design and 
manufacturing company spanning high 
technology, creation and media. The candidates 
for the role of Chief Executive Officer are 
expected to reflect our international reach 
and the hubs we have in the US and Europe.
The objective of the proposed change 
to the Policy is to provide the Committee 
with additional flexibility as we design 
the remuneration arrangements of the new 
Chief Executive Officer. The Remuneration 
Committee is keen to maintain the emphasis 
of total remuneration on variable rather than 
fixed pay. The uncertainty surrounding the 
timing of the turnaround of the Company 
makes setting reliable, stretching but realistic 
targets extremely difficult. We are concerned 
that capable candidates with the right skills to 
lead the business to recovery may be deterred 
from accepting an offer given the current 
situation at Videndum.
We also foresee that candidates will be aware 
of the vesting history of awards under the LTIP. 
In six of the last ten years, shares under award 
have lapsed in full and the average vesting 
level over the period is 29% of maximum. 
We expect that the value of Videndum’s 
incentive pay will be devalued by candidates 
and that this could place considerable upward 
pressure on fixed pay. 
At the 2025 AGM we are seeking approval to 
change the Policy to permit not only the award 
of shares that vest subject to the fulfilment of 
performance conditions and continued service 
but also the award of shares that vest subject 
only to continued service. This is likely to involve 
an increase in the level of long term share 
based awards permissible under the Policy 
providing the new Chief Executive is prepared 
to coinvest and to buy shares in Videndum.
To enable this, we shall also seek shareholder 
approval for the Videndum plc Restricted 
Share Plan (“RSP”) which was first approved 
by the Board in 2019 and has been used 
to make awards over shares over the last 
five years to employees other than the 
Executive Directors. 
The recovery of the share price is a key 
objective for the Board and for the new 
Chief Executive Officer. Restricted shares 
offer some additional certainty at a very 
uncertain time which could help us to attract 
and retain the right candidate and will help 
to counterbalance the significant discount 
that we expect them to apply to performance 
shares, particularly in the early period after 
their joining Videndum.
The scope to offer restricted shares could 
make the difference, as we see it, between 
the successful recruitment of the new Chief 
Executive Officer to lead the recovery 
of Videndum and failure to do so. 
Remuneration report
Annual statement
Caroline Thomson
Remuneration Committee Chair 

Videndum plc
70
Annual Report and Accounts 2024
We envisage, in the longer term, that 
performance share awards under the LTIP 
will continue to be the primary and preferred 
approach to long-term remuneration for 
Videndum. Nevertheless, in the short to 
medium term, we need flexibility, particularly 
but not only in cases of recruitment, to be able 
to reduce the level of performance shares and 
supplement or substitute the annual award 
with time-vested restricted shares. Our 
approach may be influenced by the timing of 
the appointment of the new Chief Executive 
Officer, the provenance of the candidate and 
the visibility of Videndum’s longer-term 
performance when the new Chief Executive 
Officer has joined the Board. We expect that 
the long-term share-based element of the 
package offered to the new Chief Executive 
Officer will comprise wholly restricted shares. 
Once the new Chief Executive Officer has 
become established and the new strategy 
has been set, our expectation is that we shall 
return to performance shares as long as 
reliable target setting is once again feasible. 
We understand that some investors take the 
view that restricted shares are not sufficiently 
performance-linked and may lead to high pay 
outcomes for poor performance. The recovery 
of the share price is one of our primary 
objectives and hence we take the view that 
restricted shares allow us to both attract the 
right candidate and reward them for share 
price growth. The Remuneration Committee 
retains full discretion in the Policy, and will 
continue to amend the vesting outcome 
upwards or downwards if, in its opinion, any 
calculation or payout does not produce a fair 
result for either the individual or the Company, 
taking into account the overall business 
performance of the Company. 
We also draw your attention to the following:
–	 When determining annual levels of share 
awards, the Committee will normally deem 
the value of a restricted share to be twice 
the value of a performance share i.e. one 
restricted share is the equivalent of two 
performance shares. 
–	 For the purposes of recruitment, the 
Remuneration Committee will assess the 
number of restricted shares under award 
as if the share price were £2.50. 
–	 For the purposes of recruitment, an award 
of shares under the RSP above 100% of 
salary will be contingent on the incumbent 
purchasing and retaining Videndum shares 
during the vesting period. 
–	 For the purposes of recruitment, depending 
on the level of co-investment that the new 
Chief Executive Officer is prepared to make, 
the award of shares under the RSP could 
be up to 400% of salary.
–	 Other than for the purposes of recruitment, 
the maximum long-term share award in 
respect of a year will be 150% of salary 
(200% of salary in exceptional 
circumstances) where the award is made 
in performance shares and 100% of 
salary where the award comprises 
restricted shares.
–	 As is the case now, the share price, the face 
value of the award and the impact of any 
awards on share dilution will all be taken 
into account before any awards are made.
–	 Restricted shares will normally vest at least 
three years after awards have been made 
and will be subject to the Remuneration 
Committee’s discretion referred to above 
taking into account, for example, the 
underlying financial performance of the 
Company, the progress made to turn round 
the business and any other factors the 
Committee deems to be relevant. The usual 
two-year post vesting holding period will 
apply so the minimum period from the date 
of award to the date on which the executive 
can dispose of the shares is five years, 
noting that shareholding guidelines will 
continue to operate.
–	 The usual malus and clawback provisions 
will apply. 
–	 We recognise that although this is the 
only change, it is a material change to 
our existing Remuneration Policy. The 
Committee is strongly of the view that 
it is necessary given the challenging and 
exceptional circumstances the Company 
is facing and will help to support a recovery 
of the business enabling the recruitment 
of the right talent to lead this.
Remuneration outcomes for 2024 
performance and activity
During 2024, the Committee dealt with the 
following matters:
–	 The 2021 LTIP award which had a three-
year performance period ending on 
31 December 2023 failed to achieve the 
threshold performance targets tied to 
Total Shareholder Return and adjusted 
Earnings Per Share and lapsed in full 
on 4 March 2024.
–	 The 2022 LTIP award with a three-year 
performance period ending on 31 December 
2024 failed to achieve threshold for either 
Total Shareholder Return or adjusted 
Earnings Per Share and lapsed on the third 
anniversary of the award on 11 March 2025.
–	 The grant of LTIP awards to Executive 
Directors on 2 May 2024 with associated 
performance conditions tied to the 
Company’s adjusted Earnings Per Share 
and Total Shareholder Return over a 
three-year performance period. RSP 
awards were also made with effect from 
the same date to senior managers tied to 
the same vesting period as the LTIP award 
but only subject to continued employment 
with Videndum on the third anniversary 
of the award.
–	 At the 19 June 2024 AGM, shareholders 
approved the 2023 Remuneration Report 
with over 98% support.
–	 With effect from 1 July 2024, Stephen Bird, 
former Group Chief Executive Officer, 
received a salary increase of 4% which was 
aligned with the wider workforce salary 
increase. With effect from the same date, 
Andrea Rigamonti, former Group Chief 
Financial Officer, received a salary increase 
of 10% reflecting that his salary at the time 
of his appointment in 2022 was set below 
his predecessor’s salary and to reflect his 
increasing experience in the role.
–	 Approved settlement agreements for 
Stephen Bird, former Chief Executive 
Officer and Andrea Rigamonti, former 
Chief Financial Officer. Details of both 
are set out on page 85 and 86.
–	 Approved remuneration and incentive 
arrangements for Stephen Harris as 
executive Chairman following Stephen 
taking on this role with effect from 
25 October 2024. The Committee approved 
that Stephen’s base salary be increased 
to £250,000 per annum from this date 
reflecting the increased time commitment 
for the role and that he would receive an 
LTIP award of 200,000 shares in 2024 and 
2025. Stephen also receives a car allowance 
of £25,000 per annum and provision of 
private healthcare in this role. This structure 
aligns Stephen Harris’ remuneration with 
long-term shareholders’ interests and 
demonstrates his dedication to fostering 
sustainable growth and shareholder value.
–	 The Committee made a further award 
of Restricted Shares to senior managers 
in December 2024 which will vest subject 
to remaining employed with Videndum 
at 1 July 2026. The Committee granted 
this award given the need to stabilise 
and motivate senior management following 
a significant period of change and 
uncertainty.
–	 Due to the challenging business 
environment in 2024, no bonus plan 
was approved and no payout is due.
Governance and performance of the 
Remuneration Committee in 2024
The Remuneration Committee during 2024 
comprised the following:
Caroline Thomson – Chair
Richard Tyson, Anna Vikström Persson, Graham 
Oldroyd, Polly Williams (from 1 July 2024), Erika 
Schraner (until 19 June 2024) and Tete Soto 
(until 19 June 2024). Upon joining the Board on 
1 April 2025, Eva Lindqvist became a member 
of the Remuneration Committee.
Remuneration report continued

71
Corporate Governance
Financial Statements
Strategic Report
All members of the Remuneration Committee 
are independent Non-Executive Directors 
of the Company. 
The Remuneration Committee has been 
delegated by the Board responsibility to set 
the remuneration framework for Executive 
Directors and members of the Executive 
Committee. As Chair of the Committee, 
I lead this process with the support of the 
other Committee members. During 2024, we 
invited the Chairman, Group Chief Executive 
and Group Company Secretary, to attend 
meetings and to give input unless they were 
conflicted on a particular matter. To further 
support the Committee in its duties, the 
Committee uses the advice and services of 
FIT Remuneration Consultants who provide 
independent advisory services on executive 
remuneration and wider market 
remuneration issues.
In my role as Chair of the Remuneration 
Committee, I have been available to 
shareholders to discuss matters relating to 
Directors, and senior executive remuneration. 
During 2024 I engaged with several large 
shareholders in connection with the 
Chairman’s remuneration following changes 
in management for the business. I have also 
consulted with our major shareholders in early 
2025 in connection with the proposed new 
Remuneration Policy that is being put to the 
2025 AGM. I am grateful for the input from 
shareholders, who have been supportive. 
Notably, shareholders have sought 
reassurance that the vesting of the restricted 
shares will take into account the business 
performance of the Company. The Board 
gives its reassurance to shareholders on this.
Having served as an independent Non-
Executive Director and Chair of the 
Remuneration Committee since 2015, I will 
not be standing for reappointment at the 
2025 AGM. The Board has decided that I shall 
be succeeded by Anna Vikström Persson as 
Chair of the Remuneration Committee from 
the conclusion of the 2025 AGM. Anna has 
served on the Board since May 2023. It has 
been a privilege to serve on the Board of 
Videndum and as Chair of the Remuneration 
Committee and I wish Anna every success 
in this role going forward.
The Remuneration Committee held two 
scheduled meetings in 2024 and three short 
notice meetings. All members of the 
Committee attended all meetings in 2024 
except for the short notice meeting held on 
13 December 2024 which Anna Vikström 
Persson due to a pre-existing commitment 
was unable to attend. Despite this, Anna 
Vikström Persson gave feedback in advance of 
the meeting on the meeting’s business. Apart 
from normal business such as Directors’ duties 
and conflicts of interest, minutes of previous 
meetings, matters arising the following 
specific business was covered at each meeting:
11 March 2024 – approved the 2023 Annual 
Remuneration report submitted to the 2024 
AGM; approved the outcome of the 2023 
Annual Bonus Plan including an assessment 
of Executive Directors’ personal objectives 
for 2023 with no payout achieved; determined 
the outcome of 2021 LTIP awards against 
performance measures with no payout 
achieved; considered the structure of 2024 
LTIP awards and associated performance 
conditions; and discussed the proposed 
structure of the 2024 Annual Bonus Plan 
with a decision deferred until later in 2024.
1 May 2024 – short notice meeting – 
considered and approved LTIP and RSP 
awards to participants for 2024 with 
associated performance conditions.
25 September 2024 – short notice meeting – 
discussed proposed structure of 2024 annual 
bonus plan.
27 November 2024 – considered and approved 
exit agreements for Stephen Bird and Marco 
Pezzana; considered and approved in principle 
a Restricted Share Plan award to senior 
executives; and potential remuneration 
package for Stephen Harris in the role as 
executive Chairman.
13 December 2024 – short notice meeting – 
considered and approved the remuneration 
package for Stephen Harris in the role as 
executive chairman.
Minutes of each meeting are prepared by the 
Group Company Secretary and circulated to 
Committee members following each meeting.
The Remuneration Committee was subject 
in 2024 to an internal evaluation led by the 
Chairman and Group Company Secretary. 
The internal evaluation involved a 
questionnaire to each Committee member. 
The output from the 2024 Remuneration 
Committee evaluation included:
–	 The Remuneration Committee has high 
standards in terms of governance.
–	 Remuneration Committee meetings are 
well run with a rigorous cycle of business 
followed and the Committee Chair 
effectively leads the Committee.
–	 Remuneration outcomes in 2024 were 
aligned with the interests of shareholders.
–	 The Directors’ Remuneration Policy is 
appropriately structured and delivered 
outcomes in 2024 in line with performance 
of the business. 
–	 The performance of the Committee’s 
advisor, FIT Remuneration Consultants, was 
appropriate and supported the Committee 
on executive remuneration during 2024.
Implementation of the Policy and 
priorities for 2025
Given the significant challenges facing the 
business in 2025, the Committee will work with 
the Board to use the new Remuneration Policy 
to structure remuneration arrangements 
including both fixed and variable remuneration 
to drive a recovery of the business and to 
secure recruitment of a new executive 
leadership team. Seeking shareholder approval 
for a new Directors’ Remuneration Policy at 
the AGM in June 2025 with the ability to award 
executive directors restricted shares will form 
an important part of this.
The Committee in 2025 will focus on the 
following matters:
–	 Securing shareholder approval at the 2025 
AGM for the 2024 Annual Report on 
Remuneration.
–	 Securing shareholder approval at the 2025 
AGM for a new Directors’ Remuneration 
Policy allowing for Executive Directors to 
be awarded Restricted Shares with vesting 
subject to continued service but with 
no performance targets tied to them. 
In addition, seeking shareholder approval 
at the 2025 AGM in respect of the rules 
of the Restricted Share Plan.
–	 Ensuring that remuneration arrangements 
for 2025 including variable and non-variable 
elements support the recovery of the business 
and ensure the retention of key talent.
–	 Supporting the Nominations Committee 
and Board on the successful recruitment 
and remuneration packages for a new 
Group Chief Executive Officer.
–	 Succession planning for the Committee 
with Anna Vikström Persson succeeding 
as Chair of the Remuneration Committee.
Annual General Meeting
Several resolutions relating to Directors’ 
remuneration will be put to shareholders for 
approval at the 2025 AGM. Firstly, shareholders 
will be asked to approve a new Directors’ 
Remuneration Policy enabling the award of 
restricted shares with no performance 
conditions tied to them to Executive Directors. 
Secondly, an advisory vote on the Directors’ 
Remuneration Report, other than the part 
containing the Directors’ Remuneration Policy. 
Thirdly, shareholders will be asked to approve 
the rules for the Restricted Share Plan. Details 
on each resolution are set out in the AGM Notice 
accompanying this Annual Report. I strongly 
encourage all shareholders to vote in favour 
of these resolutions as we consider them 
fundamental to the recovery of the business. 
I will attend the AGM and be available to answer 
questions on remuneration issues either at the 
meeting itself or ahead of the AGM should any 
shareholder wish to contact me at info@
videndum.com.
Caroline Thomson
Remuneration Committee Chair
30 April 2025

Videndum plc
72
Annual Report and Accounts 2024
Directors’ Remuneration Policy
2025 Directors’ Remuneration Policy (“the Policy”)
We are seeking approval at the 2025 AGM to be held on 16 June 2025 for a new Remuneration Policy. The current Policy was approved by 
shareholders at the 2023 AGM and while it could remain in place until the 2026 AGM, the Directors consider that it is in the Company’s best interests 
to renew it earlier to include flexibility to award restricted shares to Executive Directors under the Company’s Restricted Share Plan. The 2025 Policy 
other than the inclusion of restricted shares does not have any other changes to it from the Policy approved in 2023. Subject to shareholder approval 
at the 2025 AGM, the 2025 Policy is intended to cover Directors’ remuneration until the 2028 AGM.
Should there be a need to change the Company’s 2025 Policy ahead of the 2028 AGM, shareholders will be asked to approve a revised Policy.
This report contains further information required under the Listing Rules and the 2018 UK Corporate Governance Code. 
2025 Remuneration Policy table for Executive Directors
Base salary
Base salary is set at a level to secure the services of talented Executive Directors with the ability to develop and deliver a 
growth strategy.
Operation
Maximum opportunity
Performance measures
Fixed contractual cash amount usually paid 
monthly in arrears.
Normally reviewed annually, with any increases 
taking effect from 1 July each year, although 
the Committee may award increases at other 
times of the year if it considers it appropriate.
This review is dependent on continued 
satisfactory performance in the role of an 
Executive Director. It also includes a number 
of other factors, including experience, 
development and delivery of Group strategy 
and Group profitability, as well as external 
market conditions and pay awards across 
the Company.
The Committee has not set a maximum level 
of salary and the Committee will usually 
award salary increases in line with average 
salary increases awarded across the Company.
Larger increases may, in certain circumstances, 
be awarded where the Committee considers 
that there is a genuine commercial reason 
to do so, for example:
–	 Where there is a significant increase in 
the Executive Director’s role and duties.
–	 Where an Executive Director’s salary falls 
significantly below market positioning.
–	 Where there is significant change in the 
profitability and/or size of the Company 
or material change in market conditions.
–	 Where an Executive Director was recruited 
on a lower than market salary and is being 
transitioned to a more market standard 
package as he or she gains experience.
Not applicable
Benefits
To provide Executive Directors with ancillary benefits to assist them in carrying out their duties effectively.
Operation
Maximum opportunity
Performance measures
Executive Directors are entitled to a range 
of benefits including car allowance, private 
health insurance and life assurance.
Other ancillary benefits may also be provided 
where relevant, such as income protection, 
expatriate travel or accommodation 
allowances.
Executive Directors are entitled to participate 
on the same terms as all employees in the 
Sharesave Plan or any other relevant 
all-employee share plan.
There is no maximum level of benefits 
set, given that the cost of certain benefits 
will depend on the individual’s particular 
circumstances. However, benefits are set at 
an amount which the Committee considers 
to be appropriate, based on individual 
circumstances and local market practice.
Executive Directors’ participation in the UK 
all-employee Sharesave Plan is capped by 
the rules of the Sharesave Plan (currently 
£500 per month maximum). An International 
Sharesave Plan also operates for non-UK 
employees.
Not applicable

73
Corporate Governance
Financial Statements
Strategic Report
Annual bonus
To provide a material incentive to drive Executive Directors to deliver stretching strategic and financial performance and to grow 
long-term sustainable shareholder value.
Half of any earned annual bonus (after tax) is deferred into the Deferred Bonus Plan held in the form of shares and focuses the 
Executive Director on long-term value delivery and growth.
Operation
Maximum opportunity
Performance measures
Paid annually based on performance in 
the relevant financial year. The amount is 
determined based on published full year results 
after the financial year end.
Award levels and performance measures are 
reviewed annually. The Committee ensures 
that performance measures remain aligned 
to the Company’s business objectives and 
strategic priorities for the year.
Up to half of the annual bonus paid (after tax) 
is deferred into awards under the Deferred 
Bonus Plan for a period of three years on 
a mandatory basis unless the Committee 
determines an alternative deferral period is 
appropriate. Awards may be granted in the 
form of conditional awards, nil-cost options, 
forfeitable shares or similar rights. After 
a period of three years, the awards vest 
in the form of shares in the Company.
The Committee retains full discretion to 
amend the bonus payout (upwards or 
downwards), if in its opinion any calculation of 
payout does not produce a fair result for either 
the individual or the Company, taking into 
account the overall business performance 
of the Company. Any such use of discretion 
will be clearly reported in the next published 
Remuneration report.
Participants may also receive the value of 
any dividends which would have been paid 
on shares in respect of which the award 
vests, which may be calculated assuming 
reinvestment of the dividends in the 
Company’s shares on a cumulative basis. 
Such dividends are paid out in the form 
of additional shares in the Company. 
In the event of any material misstatement 
of the Company’s financial results, serious 
reputational damage to the Company caused 
by a breach of the Company’s Code of Conduct 
or otherwise, a miscalculation or an 
assessment of any performance conditions 
that was based on incorrect information, 
or the occurrence of an insolvency or 
administration event, malus and clawback 
provisions may apply for three years from the 
date of payment of any bonus or the grant 
of any deferred bonus share award permitting 
the Committee to reduce, cancel or impose 
further conditions on awards.
An absolute maximum of 125% of base salary 
to be paid in each year.
Measures and targets for the annual bonus 
are set annually by the Committee.
Annual bonus measures may be based on 
the achievement of annual targets set against 
the Group’s adjusted profit before tax*, cash 
conversion and/or strategic or personal 
objectives. The majority of any bonus will 
be based on financial performance measures.
The Committee reserves the right to change 
measures or introduce new metrics for each 
financial year to ensure alignment with the 
short-term priorities of the business. The 
Committee reviews targets and objectives 
annually to ensure the annual bonus remains 
appropriate and challenging.
Targets are typically measured over a one-year 
period. Payments range between 0% for 
threshold and 125% of base salary for 
maximum performance.
Awards granted under the Deferred Bonus 
Plan are not subject to any further 
performance conditions.

Videndum plc
74
Annual Report and Accounts 2024
Long Term Incentive Plan (“LTIP”)
To provide a long-term performance and retention incentive for the Executive Directors involving the Company’s shares.
To link long-term rewards to the creation of long-term sustainable shareholder value by way of delivering on the Group’s agreed 
strategic objectives.
Operation
Maximum opportunity
Performance measures
Under the LTIP, awards are made over a fixed 
number of shares, which will vest based on the 
achievement of performance conditions over 
a performance period of, typically, at least 
three years. The performance conditions are 
set by the Committee at the start of the 
performance period. Awards can take the 
form of a conditional award of shares, 
a nil-cost option or similar rights.
Awards may be settled in cash (for 
participants in territories that prohibit 
settlement in shares).
Participants may also receive the value of 
any dividends which would have been paid 
on shares in respect of which the award 
vests, which may be calculated assuming 
reinvestment of the dividends in the 
Company’s shares on a cumulative basis.
The Committee retains full discretion to 
amend the vesting outcome upwards or 
downwards if, in its opinion, any calculation 
or payout does not produce a fair result for 
either the individual or the Company, taking 
into account the overall business performance 
of the Company. Any such use of discretion 
will be clearly reported in the next published 
Remuneration report.
For Executive Directors, awards are normally 
subject to a mandatory two-year holding 
period for any shares that vest.
In the event of any material misstatement 
of the Company’s financial results or serious 
reputational damage to the Company caused 
by a breach of the Company’s Code of Conduct 
or otherwise, a miscalculation of an 
assessment of any performance conditions 
that was based on incorrect information, 
or the occurrence of an insolvency or 
administration event, malus and clawback 
provisions may apply for up to three years 
from the vesting of an award permitting the 
Committee to reduce or impose further 
conditions on awards.
The maximum value of shares over which 
awards may be granted in respect of each year 
is 150% of base salary. 200% is permitted 
in exceptional circumstances determined by 
the Committee.
LTIP awards may be based on financial, 
non-financial and/or share price-based 
performance conditions as determined 
from time to time by the Committee. 
The Committee will determine the choice 
of measures and their weighting prior to 
each grant and reserves the right to change 
the balance of the measures as it deems 
appropriate, such that no measure accounts 
for less than 25% of the total award.
Historically, 33% of the award has been 
subject to the Company’s Total Shareholder 
Return (“TSR”) compared to a comparator 
group measured over a three-year 
performance period. 67% of the award has 
historically been subject to targets set against 
growth (adjusted by the Committee as it 
considers appropriate) in the Company’s 
adjusted basic Earnings Per Share* (“EPS”) 
over the same three-year performance period. 
The Remuneration Committee additionally 
adopts a discretionary underpin on vesting 
of the LTIP, whereby the Committee will 
assess the Group’s underlying performance 
in finalising vesting outcomes. In particular, 
the Committee will assess the Group’s ROCE* 
performance when approving outcomes under 
the EPS element of awards.
At threshold, up to 25% of the award will vest, 
increasing on a straight-line basis up to 100% 
for performance in line with maximum. 
Below threshold none of the award will vest.
There is no retesting of any performance 
measure.
Directors’ Remuneration Policy continued

75
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Financial Statements
Strategic Report
Restricted Share Plan (“RSP”)
To provide a long term performance and retention incentive for Executive Directors in addition to the LTIP involving the Company’s 
shares. The RSP can be used by the Remuneration Committee in addition to or in substitution to the LTIP.
Operation
Maximum opportunity
Performance measures
Under the RSP, awards are made over a fixed 
number of shares, which will normally vest 
at the end of a period of time, typically three 
years. There are no performance conditions 
tied to a RSP although the Remuneration 
Committee at the point of vesting may take 
into account the underlying performance 
of the business.
RSP awards may be settled in cash (for 
participants in territories that prohibit 
settlement in shares).
Participants may also receive the value of 
any dividends which would have been paid 
on shares in respect of which the award 
vests, which may be calculated assuming 
reinvestment of the dividends in the 
Company’s shares on a cumulative basis.
The Committee retains full discretion to 
amend the vesting outcome upwards or 
downwards if, in its opinion, any calculation 
or payout does not produce a fair result for 
either the individual or the Company, taking 
into account the overall business performance 
of the Company. Any such use of discretion will 
be clearly reported in the next published 
Remuneration report.
For Executive Directors, awards are normally 
subject to a mandatory two-year holding 
period for any shares that vest.
In the event of any material misstatement 
of the Company’s financial results or serious 
reputational damage to the Company caused 
by a breach of the Company’s Code of Conduct 
or otherwise, a miscalculation of an 
assessment of any relevant additional 
condition that was based on incorrect 
information, or the occurrence of an insolvency 
or administration event, malus and clawback 
provisions may apply for up to three years 
from the vesting of an award permitting the 
Committee to reduce or impose further 
conditions on awards.
The maximum value of an RSP award 
in respect of each year is 100% of salary, 
other than in the event of recruitment 
of an Executive Director, where awards 
will be capped at 400% of salary.
For the purposes of recruitment, an award of 
shares under the RSP above 100% of salary 
(and up to 400% of salary) will be contingent 
on the Executive Director purchasing and 
retaining shares in Videndum during the 
vesting period of the RSP award.
The vesting of the RSP is not linked to 
performance conditions and normally vest 
after three years subject to the participant 
remaining an employee of the Company. 
The Remuneration Committee at the point 
of vesting will look at the underlying financial 
performance of the Company to determine 
that a vesting award is fair and reasonable 
against the Company’s performance.
Pension contribution
To provide a benefit comparable with market rates, helping with the recruitment and retention of talented Executive Directors able to 
deliver a long-term growth strategy.
Operation
Maximum opportunity
Performance measures
Usually paid monthly in arrears.
Executive Directors may receive a contribution 
into the Company’s Defined Contribution Plan, 
a personal pension arrangement and/or 
a payment as a cash allowance.
All Executive Directors receive a pension 
contribution of 8% of base salary which is 
in line with pension contributions provided 
to the wider UK employee workforce. Salary 
is the only pensionable element of Executive 
Director remuneration.
Not applicable.

Videndum plc
76
Annual Report and Accounts 2024
Notes to the Directors’ Remuneration Policy table 
for Executive Directors
–	 Under the Company’s share plans the Committee may: (1) in the 
event of any variation of the Company’s share capital, demerger, 
delisting, special dividend or other event which may affect the price 
of shares, adjust or amend awards in accordance with the terms of 
the plan; and (2) amend a performance condition if an event occurs 
which causes it to consider an amended condition would be more 
appropriate and not materially less difficult to satisfy. Any such 
amendment would be reported in a subsequent Remuneration report. 
–	 When determining Executive Director remuneration policy and 
practices, the Remuneration Committee takes into account a range 
of factors as follows: 
–	 Clarity – remuneration arrangements are transparent, as set out 
in the policy table above. The Committee has taken into account 
the views of shareholders consulting on the content of the policy 
and further considered remuneration arrangements amongst the 
wider Videndum workforce. An example of this includes aligning the 
Executive Directors pension contribution with that of the wider UK 
employee workforce and also that no bonus was payable in 2023 
and 2024 for the Executive Directors. 
–	 Simplicity – the remuneration structure for the Executive Directors 
is simple and clearly explained, comprising a mix of short-term and 
long-term incentives aligned to the Company’s strategic objectives. 
As detailed in the illustrative remuneration performance scenarios 
on page 78, a significant proportion of Executive Directors’ 
remuneration is tied to the achievement of annual and long-term 
financial performance for the Company. 
–	 Risk – remuneration arrangements are structured to avoid excessive 
risk taking – both reputational and other risks. Malus and clawback 
provisions operate on the Annual Bonus Plan, LTIP and RSP and 
Executive Directors are required to defer a significant proportion of 
annual bonuses for three-years and to hold shares vesting under the 
LTIP and RSP for a further two-year holding period, thereby aligning 
their interests with the long-term interests of shareholders. 
–	 Predictability – Videndum’s Policy sets out a range of outcomes 
for Executive Directors, only rewarding for significant growth in the 
Company. The illustrative remuneration performance scenarios in the 
table on page 78 sets this out and when determining remuneration 
outcomes, the Committee ensures to consider that they are aligned 
to the Company’s performance and the experience of shareholders 
and other stakeholders. The remuneration outcome for 2024 shows 
that remuneration is significantly reduced reflecting the weak 
financial performance of Videndum.
–	 Proportionality – Videndum’s Policy and outcomes for Executive 
Directors’ remuneration are proportionate and do not reward poor 
performance. Notably, bonus deferral and the requirement to hold 
shares vesting under the LTIP and RSP for a further two-year holding 
period from vesting, as well as building up share interests in the 
Company representing at least 200% of base salary ensure that 
Executive Directors are focused on the long-term performance 
of the Company. 
–	 Alignment to culture – the Company’s incentive schemes are 
structured to be aligned with the Company’s culture, driving the right 
behaviours. Malus and clawback provisions operate over the Annual 
Bonus Plan, LTIP and RSP. Performance conditions also reflect 
long-term performance being delivered. 
Legacy plans
The Committee reserves the right to make any remuneration payments 
and payments for loss of office notwithstanding that they are not in 
line with the Policy set out above where the terms of the payment were 
agreed: (1) before the Policy came into effect; or (2) at a time when the 
relevant individual was not a Director of the Company and, in the 
opinion of the Committee, the payment was not in consideration 
for the individual becoming a Director of the Company. For these 
purposes payments include the Committee satisfying awards of 
variable remuneration and, in relation to an award over shares, the 
terms of the payment are agreed at the time the award is granted. 
Andrea Rigamonti, who was appointed an Executive Director on 
13 December 2022, had an RSP award given to him on 16 November 
2021 before he became a Director of the Company. This award vested 
to him on 1 March 2024 ahead of Andrea Rigamonti ceasing to be 
a Director of the Company on 25 October 2024. The exercise of this 
award was held over until 1 October 2024. Details of this legacy award 
for Andrea Rigamonti are set out on page 85.
Shareholding requirements (including after-employment ceases)
Executive Directors during their tenure are expected to build 
a shareholding in the Company representing 200% or more of their 
base salary. All net of tax vested LTIP and RSP awards, DBP awards 
and exercised Sharesave options should be retained by the Executive 
Director until this requirement has been met. This level of shareholding 
aligns Executive Directors with the interests of shareholders and 
ensures that Executive Directors are focused on long-term 
shareholder value.
Post-employment, Executive Directors are expected to maintain a 
material level of shareholding in the Company for at least two years 
from the date of departure made up of the following elements:
–	 Awards held under the DBP will only vest on their normal vesting 
dates and will not be accelerated to the date of departure. Upon 
vesting, such shares are to be retained until at least the second 
anniversary of the departure date.
–	 For an Executive Director who is a good leaver, LTIP and RSP awards 
will ordinarily vest on their normal vesting date and be subject 
to relevant performance testing, pro rata treatment to the date 
of leaving and be subject to a two-year holding period (subject 
to that two-year holding period not being beyond two years from 
when the individual ceased to be an Executive Director).
–	 Awards that have already vested under the LTIP and RSP are 
normally subject to a two-year holding period following vesting 
(but not longer than two years from the date of departure).
–	 For the avoidance of doubt, any shares purchased by an Executive 
Director using their own personal funds will not be subject to this 
post-employment shareholding policy.
The Chairman and Non-Executive Directors are not subject to any such 
shareholding requirement. However, they are encouraged to hold shares 
in the Company. Details of Directors’ shareholdings are set out on page 
87 of this report.
Performance measures
The Annual Bonus Plan is based on both personal and Group financial 
measures. Typically, the majority of the bonus will be based on financial 
measures such as Group adjusted profit before tax*. The measures have 
been chosen to provide a balance between incentivising the delivery of 
the Group’s key financial priorities in any particular year and important 
individual strategic objectives. The Committee may vary the specific 
measures and targets year-on-year to ensure that they reflect the key 
financial and strategic priorities for the Company in any given year. 
The selection of measures and the setting of targets takes into account 
the Company’s business priorities and risk appetite.
LTIP awards traditionally are based on adjusted basic Earnings Per 
Share* growth and on TSR performance against a specific comparator 
group. The Committee considers these to be important measures of 
performance for the Company over the longer term. While TSR links 
a portion of the LTIP to the creation of value for shareholders, adjusted 
basic Earnings Per Share* growth is a Key Performance Indicator for 
Directors’ Remuneration Policy continued

77
Corporate Governance
Financial Statements
Strategic Report
the Group with the combination providing an appropriate balance between growth and returns. The Committee has also adopted a discretionary 
underpin on vesting of the LTIP, whereby the Committee will assess the Group’s underlying performance in finalising vesting outcomes. In particular, 
the Committee will assess the Group’s ROCE* performance when approving outcomes under the EPS element of awards. While the Committee 
does not disclose a formulaic target in advance, the Committee will ensure that it provides full retrospective disclosure around its decision-making 
process, including a summary of the ROCE* trajectory over the performance period. Any changes to these measures will be aligned with the 
long-term strategy of the Group. Under the LTIP, the Committee however retains full discretion to vary performance conditions to set conditions 
that reflect the business circumstances and that the Committee deems appropriate. While awards under the RSP do not have performance 
conditions attached to them, discretionary underpins may also apply in respect of RSP awards. The Committee is mindful that unmerited windfall 
gains must be avoided.
Provisions for the withholding and recovery of sums from the Directors (malus and clawback) are as set out on page 95.
Remuneration Policy for the Chairman and Non-Executive Directors
The Non-Executive Directors do not participate in any Annual Bonus Plan or the Company’s share plans.
The Chairman, who became executive Chairman on 25 October 2024, does not participate in the Annual Bonus Plan. Under a service agreement 
dated 17 December 2024 during his tenure as executive Chairman, while a new Group Chief Executive is recruited, the Chairman will participate 
in the Company’s Long Term Incentive Plan. An award under the Long Term Incentive Plan was made to the Chairman on 18 December 2024 and 
6 January 2025 and details are set out on pages 84. As executive Chairman, Stephen Harris also receives an annual car allowance and private 
healthcare coverage. Upon the recruitment of a new permanent Chief Executive, Stephen Harris will revert to his former role as an independent 
Non-Executive Chairman.
Role
Purpose
Operation
Chairman
To recruit and retain an independent Non-Executive 
Chairman reflecting the responsibilities and time 
commitment for the role. To lead an effective Board 
enabling delivery on the Group’s growth strategy and 
creation of long-term sustainable shareholder value.
While the Board has not set a maximum level of fee payable 
to the Chairman, the Board will review the level of fee paid 
usually on an annual basis and determine whether that is 
sufficient in terms of market conditions and also the time 
commitment for the role.
The Chairman’s fee is an all-inclusive consolidated amount. 
It is paid in cash, not shares, usually on a monthly basis 
in arrears.
Fees are benchmarked against FTSE-listed companies 
of a similar size and complexity to Videndum. Any future 
increases will take into account the need to ensure that the 
fee remains competitive and reflects the time commitment 
for the role.
The Chairman’s remuneration also covers his chairmanship 
of the Nominations Committee.
Non-Executive 
Directors
To recruit and retain independent Non-Executive 
Directors reflecting the responsibilities and time 
commitment for the role to contribute to an effective 
Board and to deliver on the Group’s growth strategy and 
creation of long-term sustainable shareholder value.
Fees paid to Non-Executive Directors of the Company 
consist of the following:
–	 A base fee.
–	 An additional fee for the role of the Senior Independent 
Director.
–	 An additional fee for chairing the Audit and 
Remuneration Committee or for the designated 
Non-Executive Director tasked with oversight 
of employee engagement.
Fees are usually reviewed annually and are benchmarked 
against FTSE-listed companies of a similar size and 
complexity to Videndum. All fees are paid in cash, 
not shares, usually on a monthly basis in arrears.
Benefits
To reimburse the Chairman and Non-Executive Directors 
for reasonable expenses incurred and bear any costs 
associated with tax, where relevant.
Expenses are reimbursed as and when incurred relating 
to the Company’s business (including travel and hotel 
accommodation).

Videndum plc
78
Annual Report and Accounts 2024
Illustrative remuneration performance scenarios
The following charts set out scenarios for the remuneration of Stephen 
Harris, as executive Chairman, in 2025 in line with the Policy. This 
includes scenarios for full vesting of LTIP awards for Stephen Harris 
with one chart showing no share price appreciation and one chart 
showing a 50% share price appreciation. Currently there is no other 
Executive Director on the Board.
Notes to illustrative remuneration performance scenarios:
–	 Fixed pay – base salary as at 1 January 2025 for Stephen Harris.
–	 The total value of benefits received in the year ended 31 December 2024 
which included car allowance and annualised private healthcare.
–	 Stephen Harris under the terms of his service agreement is not 
entitled to any pension contribution from the Company.
–	 Stephen Harris does not have an annual bonus plan arrangement.
–	 LTIP
–	 The illustrative scenarios above reflect the cumulative award 
of 400,000 shares made under the LTIP to Stephen Harris 
on 18 December 2024 and 6 January 2025 respectively.
–	 At minimum – nil.
–	 On target – 25% vesting under the LTIP and calculated using 
the Company’s share price at 31 December 2024 of £1.46, with 
no share price growth.
–	 At maximum – 100% of the maximum payout and set out 
at the Company’s share price at 31 December 2024 of £1.46, 
with no share price growth or dividend assumptions.
–	 At maximum with share price appreciation – 100% of the 
maximum payout and showing a 50% appreciation in the share 
price over the LTIP vesting period. 
Directors’ Remuneration Policy continued
Stephen Harris 
Basic remuneration 
Benefits
Pension 
Total fixed pay (minimum) 
On-target performance: 
Fixed pay
Annual bonus
LTIP 
Total on target pay
Maximum pay: 
Fixed pay
Annual bonus
LTIP 
Total maximum pay 
£303,072 (34%)
£0 (0%)
£584,000 (66%)
£887,072
Maximum pay (including 50% share price 
appreciation for LTIP award): 
Fixed pay
Annual bonus
LTIP 
Total maximum pay 
£303,072 (26%)
£0 (0%)
£876,000 (74%)
£1,179,072
£303,072 (67.5%)
£0 (0%)
£146,000 (32.5%)
£449,072
£250,000 (82.5%)
£53,072 (17.5%)
£0 (0%)
£303,072
Minimum base salary
Consideration of employment conditions elsewhere  
in the Company
The Committee, when determining Executive Directors’ remuneration, 
takes into account remuneration and employment terms and conditions, 
including levels of pay for all employees of the Company. The Committee 
is kept informed of:
–	 Salary increases for the general employee population. 
–	 Company-wide benefits including pensions, share incentives, 
bonus arrangements and other ancillary benefits. 
–	 Overall spend on annual bonus.
–	 Participation levels and outcomes in the Annual Bonus Plan, LTIP 
and RSP.
When setting the remuneration of the Executive Directors, the 
Committee has regard to general employment terms and conditions 
within the Company as set out above. However, it is recognised that the 
roles and responsibilities of Executive Directors are such that different 
levels of remuneration apply, with a greater proportion of remuneration 
tied to the financial performance of the Company. The Committee did 
not consult with the Company’s employees when drawing up the 
Directors’ Remuneration Policy set out in this report. Caroline Thomson is 
the Non-Executive Director with responsibility for employee engagement, 
and as part of that role holds regular staff engagement sessions through 
which she is informed on remuneration issues for the wider Group 
workforce and keeps the Board fully updated. The detail of this role 
is given on page 56 of this Annual Report.
Policy on outside appointments
The Committee believes it is beneficial both for the individual and 
the Company for an Executive Director to take up one external 
non-executive appointment. Remuneration received by an Executive 
Director in respect of such an external appointment would be retained 
by the Director. This policy is reflected within the employment contract 
of an Executive Director. Stephen Harris is executive Chairman and 
under a service agreement dated 17 December 2024 is able to take up 
to two external directorships, subject to the written consent of the 
Senior Independent Director. As at the date of this report, Stephen 
Harris has not taken up any other external directorships.
Remuneration Policy for senior managers and other employees 
of the Group
The Remuneration Policy for senior managers in the Company is similar 
to that of the Executive Directors although the incentive potential is 
lower as are salary levels in accordance with levels of responsibility and 
complexity. They participate in the Annual Bonus Plan with the same 
structure as the Executive Directors, as well as the LTIP or participation 
in a RSP, and therefore a significant element of their remuneration 
is also dependent upon the financial performance of the Company 
and the Company’s share price in addition to individual performance.
Remuneration for all other employees is set taking into account local 
market conditions to ensure that pay and benefits attract and retain 
employees in those local markets and help deliver the Group’s agreed 
strategy. A large proportion of employees are able to participate in 
bonus plans that are tied to Company, Divisional and business unit 
financial performance as well as individual performance against 
personal objectives. The structure of bonus plans varies across 
the employee workforce to achieve different objectives.

79
Corporate Governance
Financial Statements
Strategic Report
Full-time employees of the Company in the UK, US, Italy, Costa Rica 
and several other countries are able to participate in an all-employee 
Sharesave Plan granting employees an option to save and purchase 
a limited number of shares in the Company at a discount to the market 
price at the time an offer of the Plan is made. Further information 
on this Plan is given on page 88. Senior managers participate in a RSP. 
The RSP awards shares to key employees over a vesting period of 
up to three years and helps retain and motivate key talent to deliver 
on the Group’s strategic growth objectives.
All full-time employees are also offered membership of a pension 
scheme upon joining the Company which is compliant with local 
legal requirements. In the UK, employees are able to join a defined 
contribution pension plan with the employer making an 8% of salary 
contribution and the employee required to make a minimum 
contribution of 4% of salary. The pension contribution is based 
on base salary only.
The Remuneration Committee is kept informed on Remuneration Policy 
and arrangements for the wider employee population with regular 
updates to enable it to stay informed and to assist in setting 
Executive Directors’ remuneration.
Approach to recruitment remuneration
The Committee’s Policy is to seek to recruit Directors with the requisite 
skill and experience to lead the business and grow the value of the 
Company over the long term. Generally, pay on recruitment will be 
consistent with the Policy for Executive Directors as set out in the 
Policy table and set at a level to reflect overall responsibilities.
The Committee has the flexibility to set the salary of a new Executive 
Director at a lower level initially, with a series of planned increases 
implemented over the following years to bring the salary to the desired 
level. Consistent with the regulations, any cap on base salary does not 
apply. Benefits will be consistent with the Remuneration Policy. Certain 
additional benefits may be provided such as relocation expenses or 
allowances. The pension contribution for an Executive Director will be in 
line with the UK workforce contribution rate (currently 8% of base salary).
However, the Committee may, in its absolute discretion, include 
remuneration components or awards which are not specified in the 
Policy table, subject to the maximum level of variable pay set out in 
the following paragraph, where this facilitates the hiring of candidates 
of an appropriate calibre and skillset to deliver on the Group’s strategy. 
The Committee will ensure this is only done where there is a genuine 
commercial need, and where this is in the best interests of the Company 
and its shareholders. The Committee does not intend to use this discretion 
to make a non-performance related payment (for example a “golden 
hello” payment).
The absolute maximum level of variable pay upon recruitment will 
be 525% of base salary (excluding any buy-out awards) which is in line 
with the Remuneration Policy set out earlier. This comprises up to 125% 
of base salary under the Annual Bonus Plan and up to 400% of base 
salary under the Company’s Restricted Share Plan depending on 
the level of co-investment made by the new recruit.
In certain circumstances, the Committee may need to make payments 
or awards to an executive in respect of buying out remuneration 
arrangements relinquished on leaving a previous employer. When doing 
so, the Committee will aim to do so broadly on a like-for-like basis with 
a fair value no higher than the awards foregone. It will take a number 
of relevant factors into account which may include any performance 
conditions attached to these awards and the time at which they would 
have normally vested. These payments or awards are excluded from 
the maximum level of variable remuneration referred to above.
In the event of any such treatment, the Committee will explain in the 
next Annual Report on Remuneration the rationale for the relevant 
arrangements.
Executive Directors’ service contracts
The Executive Chairman’s service contract is as follows:
Role
Date of contract
Notice period  
from the Company  
to the Executive
Notice period  
from the Executive 
to the Company
Stephen Harris, 
Executive 
Chairman 
– appointed on 
25 October 2024 
as Executive 
Chairman
17 December 
2024
1 month (or upon 
the appointment 
of a new 
permanent CEO)
1 month 
(or upon the 
appointment 
of a new 
permanent 
CEO)
The terms of the service contracts for the Executive Chairman (and 
for Executive Directors) do not provide for predetermined amounts 
of compensation in the event of early termination by the Company. 
The Remuneration Committee’s policy in the event of early termination 
of employment is set out below.
For future appointments of Executive Directors, we anticipate that 
notice periods will be up to 12 months either way between the Executive 
and the Company.
Policy on payment for loss of office
–	 Executive Directors’ notice periods under service contracts are 
summarised above. The Committee believes that the Company’s 
policy on payment for loss of office and the structure of notice 
periods is sufficient to ensure that the Executive Director has security 
of tenure and also that the Company has sufficient retention and 
notice periods to enable an orderly process for succession planning. 
In the Committee’s opinion, any shorter notice period would not be 
in the Company’s best interests and would risk the stable running 
of its operations. The Committee, however, will not give any Executive 
Director a service contract of greater than 12 months’ notice.
–	 In the event of termination of office, the Committee will consider the 
circumstances including notice period contained within the service 
contract, the circumstances surrounding the termination notably 
including the individual’s performance and what is considered to be 
in the Company’s best interests. The terms of service contracts do 
not provide for predetermined amounts of compensation in the event 
of early termination of employment. The Committee maintains full 
discretion as how to treat each such termination upon its merits 
when trying to mitigate the cost of termination but ultimately 
honouring contracted terms. Dealing with each specific element 
of remuneration for an Executive Director this would mean the 
following:
–	 Base salary, pension and other benefits (including legal fees and 
outplacement costs) – these will be paid for the notice period, subject 
to being mitigated if the Executive Director finds other suitable 
employment. This means that each element will continue to be 
paid on a monthly basis in arrears during the notice period either 
to the end of the notice period or if earlier to the point at which the 
Executive Director finds other suitable employment or a mutually 
agreed date within the notice period. Although not covered by the 
service contract, the Company will pay reasonable legal expenses and 
any recruitment outplacement costs to assist the Executive Director 
in their exit. The Committee will determine the reasonableness 
of such costs keeping in mind shareholders’ best interests.

Videndum plc
80
Annual Report and Accounts 2024
–	 Annual Bonus Plan – as a general rule, Executive Directors have 
no entitlement to a bonus payment in the event that they cease to 
be employed. However, they may be considered for a bonus payment 
in certain good leaver circumstances. In such cases the Committee 
will generally prorate an annual bonus to the date of termination and 
the payment of the annual bonus will usually be dependent upon the 
satisfaction of financial performance conditions and an assessment 
of the achievement of personal objectives up to the point of leaving 
the Company. The Committee reserves an absolute discretion in 
circumstances which it considers appropriate to enable a full year’s 
annual bonus to be paid in full to an Executive Director in accordance 
with the limits and rules of the Annual Bonus Plan applying to the 
Executive Director.
–	 Long Term Incentive Plan and Restricted Share Plan – awards 
granted under the Company’s LTIP and RSP are generally treated as 
follows: if a participant ceases office or employment with the Group 
his/her award will lapse unless he/she is deemed to be a good leaver 
or dies in service. An individual is a good leaver if he/she ceases 
employment because of ill-health, injury, disability, the sale of the 
employing company or business out of the Group or for any other 
reason at the Committee’s discretion, for example early retirement, 
but expressly not for where a participant is summarily dismissed. 
Except in the case of death (where awards vest following death, 
unless the Committee determines otherwise), awards will normally 
vest on the normal vesting date, unless the Committee determines 
that awards should vest at the time the individual ceases 
employment. The Committee, when determining the level of 
an award to vest, will take into account satisfaction of relevant 
performance conditions tied to the award and the period of time 
that has elapsed since the award was granted until the date of 
cessation of employment.
–	 Deferred Bonus Plan – awards under the DBP will vest on their 
normal vesting date (unless the Committee determines that awards 
should vest on the individual’s cessation of employment) except in the 
case of: (1) death – when awards will vest following an individual’s 
death; and (2) gross misconduct – when awards will lapse.
When negotiating the exit package of an Executive Director, the 
Committee will ultimately aim to mitigate the cost of any termination 
payment while also treating fairly the Executive Director, honouring the 
terms of a service contract and acting in the Company’s best long-term 
interests. The Committee will, upon reaching an agreement with an 
Executive Director on the terms of termination, publish details both 
with an announcement and with details published in the subsequent 
Remuneration report and this will include an explanation of any use of 
discretion. Details on the exit packages for Stephen Bird and Andrea 
Rigamonti who ceased to be Group Chief Executive and Group Chief 
Financial Officer on 25 October 2024 are set out on pages 85 and 86.
Change of control
In the event of a change of control of the Company, LTIP, RSP and DBP 
awards will vest, with the Committee taking into account, in the case 
of LTIP and RSP awards, the extent to which the relevant performance 
conditions have been satisfied and, unless the Committee determines 
otherwise, the period of time that has elapsed since grant. In the event 
of a winding-up of the Company, demerger, delisting, special dividend or 
other event that may affect the share price, the Committee may also 
allow awards to vest on the same basis.
Directors’ Remuneration Policy continued
Non-Executive Directors
Non-Executive Directors do not have service contracts but serve under 
letters of appointment.
The initial period of their appointments is three years but their 
appointments may, by mutual consent and with the approval of the 
Nominations Committee and the Board, be extended for a further three 
years. Appointments may be extended beyond six years by mutual 
consent and with the approval of the Nominations Committee and the 
Board, if it is in the interest of the Company to do so. Under the letters 
of appointment, notice can be given by either party upon one month’s 
written notice. Apart from the disclosure under the Policy table for the 
Chairman and Non-Executive Directors there are no further obligations 
which could give rise to a remuneration or loss of office payment under 
the letters of appointment. All Directors are subject to annual 
reappointment by the shareholders at the AGM.
The Executive Chairman’s service contract and each Non-Executive 
Director’s letters of appointment can be viewed by way of contacting 
the Group Company Secretary.
Consideration of shareholder views
In late 2024, the Committee Chair engaged with several major 
shareholders on proposals for the remuneration structure for the 
Executive Chairman following Stephen Harris’ appointment to that role 
on 25 October 2024. Details of Stephen Harris’ remuneration structure 
are set out on pages 94. This engagement helped to shape the 
remuneration package for Stephen Harris to incentivise recovery 
of the business. 
The Company received over 98% support for the 2023 Annual Report 
on Remuneration at the 2024 AGM. This indicates a strong level of 
support from shareholders to the Company’s Remuneration Policy 
and operation of that Policy.
The Committee would engage with major shareholders ahead of any 
material change to the Policy for the Company relating to its Directors 
and in accordance with the UK Corporate Governance Code engages 
with shareholders should there be a material level of dissatisfaction 
from shareholders with Directors’ remuneration. A material level 
of dissatisfaction from shareholders would be more than 20% 
of shareholders voting against, or abstaining on, a vote related 
to Directors’ remuneration. The Committee engaged with major 
shareholders in February and March 2025 regarding the proposed new 
Remuneration Policy and enabling Executive Directors to participate 
in the Restricted Share Plan.
Caroline Thomson, Remuneration Committee Chair, remains available 
to discuss the Company’s Remuneration Policy and implementation 
of it with shareholders. 

81
Corporate Governance
Financial Statements
Strategic Report
Directors’ single figure of total remuneration (audited)
The following table sets out the single figure of total remuneration for Directors for the financial years ended 31 December 2024 and 2023.
Salary/ 
fees  
£
Benefits1  
£
Pension2  
£
Annual  
bonus3 
£
LTIP4  
£
Total
£
Total  
fixed  
remuneration
£
Total  
variable  
remuneration
£
Executive Directors
Stephen Harris (Chairman)
2024
166,826
32,018
0
0
0
198,844
198,844
0
2023 (from 9 November 2023)
7,974
0
0
0
0
7,974
7,974
0
Stephen Bird
2024 (left 25 October 2024)
426,852
28,953
34,148
0
0
489,953
489,953
0
2023
507,199
35,653
40,576
0
0
583,428
583,428
0
Andrea Rigamonti
2024 (left 25 October 2024)
264,043
24,687
21,123
0
26,820
336,673
309,853
26,820
2023
310,000
25,670
24,800
0
0
360,470
360,470
0
Non-Executive Directors
Caroline Thomson
2024
75,400
0
0
0
0
75,400
75,400
0
2023
69,738
0
0
0
0
69,738
69,738 
0
Richard Tyson
2024
68,400
0
0
0
0
68,400
68,400
0
2023
62,738 
0
0
0
0
62,738 
62,738 
0
Graham Oldroyd
2024
60,400
0
0
0
0
60,400
60,400
0
2023 (from 12 October 2023)
12,171
0
0
0
0
12,171
12,171
0
Polly Williams
2024 (from 1 July 2024)
37,700
0
0
0
0
37,700
37,700
0
2023
0
0
0
0
0
0
0
0
Anna Vikström Persson
2024
60,400
0
0
0
0
60,400
60,400
0
2023 (from 1 May 2023)
36,933
0
0
0
0
36,933
36,933
0
Erika Schraner
2024 (left 19 June 2024)
30,793
0
0
0
0
30,793
30,793
0
2023
64,738
0
0
0
0
64,738
64,738
0
Teté Soto
2024 (left 19 June 2024)
26,084
0
0
0
0
26,084
26,084
0
2023
54,738
0
0
0
0
54,738
54,738
0
Ian McHoul
2024 (left 19 June 2024)
68,951
0
0
0
0
68,951
68,951
0
2023
181,750
0
0
0
0
181,750
181,750
0
Total
2024
1,285,849
85,658
55,271
0
26,820
1,453,598
1,453,598
26,820
2023
1,307,979
61,323 
65,376 
0
0
1,434,678
1,434,678
0
Notes:
1	 Taxable benefits comprise car allowance, healthcare cover, income protection and discount on Sharesave option.
2	 Pension contributions for Executive Directors are set at 8% of salary. Under Stephen Harris’ service agreement as Executive Chairman he is not provided with a pension contribution or a cash 
payment in lieu.
3	 For the 2024 Annual Bonus Plan, Stephen Bird’s and Andrea Rigamonti’s bonus potential was 125% of base salary. Further details are set out in the “Further notes” section on the following page. 
4 The LTIP gain for Andrea Rigamonti related to the vesting of a Restricted Share Plan award made to him prior to his appointment as a Director of the Company. The award was exercised on 
1 October 2024 and the value in the table reflects the gain made by Andrea Rigamonti at the exercise date. The ordinary share price value at the maturity date of 1 March 2024 was £3.26.
Annual Report on Remuneration

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82
Annual Report and Accounts 2024
Each current Director has confirmed in writing to the Company that the information in the single figure remuneration table is correct and that they 
have not received from the Company any other items of remuneration other than disclosed.
Further notes to the Directors’ single figure of total remuneration table (audited)
(1) Base salary
The table below shows base salaries paid for each Executive Director in 2024. 
Executive Director
2024 salary
Stephen Harris (appointed as Executive Chairman on 25 October 2024)
	
£250,000
(from 1 May 2024 to 25 Oct 2024 
paid £210,000)
Prior to 1 May 2024, Stephen 
Harris was paid the base fee as a 
Non-Executive Director
Stephen Bird (left 25 October 2024)
	
£513,310  
(from 1 Jan 2024 to 30 Jun 2024) 
£533,800 (from 1 July 2024 to 
date of leaving)
Andrea Rigamonti (left 25 October 2024)
	
£310,000  
(from 1 Jan 2024 to 30 Jun 2024) 
£342,000 (from 1 July 2024 to 
date of leaving)
(2) Benefits
The single figure of total remuneration table sets out the total value of benefits received by each Executive Director in 2024. Details are as follows:
Executive Director
Car  
allowance
Healthcare  
cover1
Income 
protection
Other 
 (Sharesave)
Total
Stephen Harris (appointed as Executive Chairman on 25 October 2024)
£25,000
£7,018
£0
–
£32,018
Stephen Bird (left 25 October 2024)
£19,503
£3,074
£4,800
£1,576
£28,953
Andrea Rigamonti (left 25 October 2024)
£15,237
£3,074
£4,800
£1,576
£24,687
1	 Stephen Harris’ healthcare benefit represents three months’ healthcare cover in line with his service agreement dated 17 December 2024.
(3) Pension allowance
The table below sets out the value of the cash payment in lieu of pension for each Executive Director in 2024.
Executive Director
Pension 
allowance
Stephen Bird (representing 8% of base salary) (left 25 October 2025)
£34,148
 Andrea Rigamonti (representing 8% of base salary) (left 25 October 2025)
£21,123
The level of 8% of base salary is in line with pension contributions to the wider UK employee workforce in the Group.
Stephen Harris is not entitled to any pension under his service agreement dated 17 December 2024.
Annual Report on Remuneration continued

83
Corporate Governance
Financial Statements
Strategic Report
(4) Annual bonus
In 2024, due to challenges facing the business no annual bonus plan was 
formally agreed and launched to the Executive Directors as it was not 
possible to set meaningful financial targets. No bonus was therefore 
payable to Executive Directors in connection with 2024. The 
Remuneration Committee is currently reviewing the structure and 
operation of an annual bonus plan for 2025 within the parameters 
of the Directors’ Remuneration Policy and details will be set out in 
the 2025 Remuneration report.
Prior to 2024, each Executive Director was eligible to receive, subject 
to performance, a maximum bonus of up to 125% of base salary, half 
of which is deferred into the DBP. The structure of the 2023 Annual 
Bonus Plan for information only was as follows:
–	 The financial elements of the Annual Bonus Plan for each Executive 
Director were based upon actual financial results achieved for Group 
adjusted profit before tax* and Group conversion of adjusted 
operating profit* into adjusted operating cash flow* (over a half year 
and full year average target) measured against financial targets set 
by the Board. The Group adjusted profit before tax* financial element 
represented 50% of the maximum bonus that could be earned and 
the Group conversion of adjusted operating profit* into adjusted 
operating cash flow* represented 25% of the maximum bonus that 
could be earned (with one-third based on half year 2023 performance 
and two-thirds based on the full year 2023 performance).
–	 Under the rules of the 2023 Annual Bonus Plan, each of the above 
financial performance metrics were assessed independently 
of one another so that should threshold not be achieved for one 
performance condition, that bonus could still be earned for the other 
financial performance condition.
–	 The Remuneration Committee considered that these two financial 
performance conditions were key financial measures for the Group 
driving the right behaviour in terms of achieving adjusted operating 
profit* and adjusted operating cash flow* generation and had 
the most direct impact upon shareholder value for the year ended 
31 December 2023. The financial targets were set by the Board 
and Remuneration Committee at the beginning of 2023.
–	 The personal objective element of the 2023 Annual Bonus Plan for 
each Executive Director, representing 25% of the maximum bonus 
that could be earned, was based upon individual performance 
measured against stretching personal objectives set by the Board 
and Remuneration Committee.
–	 As reported in the 2023 Annual Report, no bonus was payable 
to the Executive Directors for 2023.
(5) Long-term incentives – Long Term Incentive Plan (“LTIP”), 
Restricted Share Plan (“RSP”) and Deferred Bonus Plan (“DBP”)
The long-term incentive awards value shown in the single figure of total 
remuneration table relate to the following awards:
LTIP awards made in 2021 and vesting in respect of performance 
to 31 December 2023
For awards made in 2021, 33% of an award was subject to TSR with 
the Company’s TSR performance ranked against the constituents 
of the FTSE 250 Index (excluding financial services companies and 
investment trusts) over a three-year performance period. Threshold 
performance for the TSR performance condition was at the median 
point of the comparator group and resulted in 25% of an award vesting. 
Full vesting for the TSR element was set at the upper quartile point 
of the comparator group. A straight-line sliding scale operated between 
each of the above points. Below threshold performance none of the 
award vested.
67% of the award was subject to adjusted Earnings Per Share* 
growth over a three-year performance period ended 31 December 2023. 
The threshold for adjusted basic Earnings Per Share* vesting was set 
at 60 pence per share and full vesting for adjusted basic Earnings 
Per Share* was set at 100 pence per share with a straight-line 
progression between each point. Below threshold performance, 
none of the adjusted basic Earnings Per Share* element vested.
Vesting was underpinned by Remuneration Committee discretion 
that took into account, in particular, ROCE performance over the 
performance period for the EPS* element of the award.
The Company’s adjusted basic EPS* for the year ended 31 December 
2023 was 8.5 pence and the Company’s TSR for the three-year 
performance period ended 31 December 2023 was -56% and with the 
Company ranked at the 8th percentile against the comparator group. 
Neither the TSR performance condition or EPS* performance condition 
achieved threshold performance and the 2021 award did not vest and 
lapsed in full on 4 March 2024.
LTIP award made in 2022 and vesting in respect of performance 
to 31 December 2024.
For awards made in 2022, 33% of an award was subject to TSR with 
the Company’s TSR performance ranked against the constituents 
of the FTSE 250 Index (excluding financial services companies and 
investment trusts) over a three-year performance period. Threshold 
performance for the TSR performance condition was set at the median 
point of the comparator group and would result in 25% of an award 
vesting. Full vesting for the TSR element was set at the upper quartile 
point of the comparator group. A straight-line sliding scale operated 
between each of the above points. Below threshold performance none 
of the award vested. 67% of the award was subject to adjusted 
Earnings Per Share* growth over a three-year performance period 
ending 31 December 2024. The threshold for adjusted basic Earnings 
Per Share* vesting was set at 100 pence per share and full vesting for 
adjusted basic Earnings Per Share* was set at 130 pence per share with 
a straight-line progression between each point. Below threshold 
performance, none of the adjusted basic Earnings Per Share* element 
vested. Vesting would be underpinned by Remuneration Committee 
discretion taking into account, in particular, ROCE performance over the 
performance period for the EPS* element of the award. The Company’s 
adjusted basic EPS* for the year ended 31 December 2024 was -17.9 
pence and the Company’s TSR for the three-year performance period 
ended 31 December 2024 was -82.1% and with the Company ranked 
at the 2nd percentile against the comparator group. Neither the TSR 
performance condition or EPS* performance condition achieved 
threshold performance and so the 2022 award did not vest and lapsed 
in full on 11 March 2025.

Videndum plc
84
Annual Report and Accounts 2024
LTIP awards – 2023
The Committee would normally make an LTIP award to the Executive Directors following the announcement of the prior year financial results in 
March/April each year. This would be on the basis of an award representing 150% of salary for the Group Chief Executive and 125% for the Group 
Chief Financial Officer. 
Given the significant impact of macroeconomic events coupled with the writers’ and actors’ strikes, the Committee made no LTIP awards in 2023 
on grounds that it was not possible to set meaningful performance conditions at such a turbulent time for the Group. 
LTIP awards – 2024
Given that no LTIP award was made in 2023, the Committee took this into account when considering the need to make an LTIP award in 2024 for both 
retention and incentivisation purposes. As a consequence, the Committee made an LTIP award to the Executive Directors on 2 May 2024. The following 
table provides details of the LTIP award made on 2 May 2024. The Remuneration Committee set challenging performance conditions as set out below.
The 2024 LTIP Award is to be measured over the three financial years from 1 January 2024 to 31 December 2026. Awards are split in performance 
conditions so that 33% is based on the Company’s TSR performance and 67% is based on adjusted EPS performance. Vesting of the 2024 LTIP award 
will be as follows:
For the TSR element, the Company’s TSR performance is compared against the constituents of the FTSE 250 Index (excluding financial services 
companies and investment trusts) over the three-year performance period.
Threshold performance for the TSR element is at the median point of the comparator group and results in 25% of an award vesting. Full vesting of the 
TSR element is at the upper quartile of the comparator group. A straight-line sliding scale operates between each of the above points. Below threshold 
performance, none of the TSR element vests. 67% of the award is subject to adjusted basic EPS* growth over the same three-year period. Threshold for 
adjusted basic Earnings Per Share* vesting was set at 38 pence per share and full vesting for adjusted basic Earnings Per Share* was set at 50 pence per 
share with a straight-line progression between each point. Below threshold performance, none of the adjusted basic Earnings Per Share element will vest.
Vesting of the 2024 award will be underpinned by Remuneration Committee discretion that will take into account, in particular, ROCE performance over 
the three-year performance period for the EPS element of the award.
Dividends that would have been paid on shares vesting under the LTIP during the performance period are reinvested in additional shares. There is no 
retesting of any performance condition under any LTIP award.
TSR is calculated on the basis of growth in the Company’s share price over a three-year performance period plus dividends paid during that period and 
expressed as a percentage of average compound annual growth. Share price performance is averaged over three months at the start and end of the 
performance period to eliminate volatility that may result in an anomalous outcome. The TSR performance is independently verified by FIT 
Remuneration Consultants on behalf of the Committee and is ranked against the comparator group companies’ TSR performance to determine 
the outcome.
LTIP award to Executive Directors made on 2 May 2024
Director
Type of award
Award date
Number of 
shares 
awarded
Face value
Face value %  
of salary
Threshold 
vesting %
Maximum 
vesting %
End of 
performance 
period
Stephen Bird
(left 25 October 2024)
Performance 
shares
2 May 2024
286,817
£800,219
150%
25%
100%
31 Dec 2026
Andrea Rigamonti
(left 25 October 2024)
Performance 
shares
2 May 2024
153,134
£427,243
125%
25%
100%
31 Dec 2026
The face value has been calculated using the three-day average share price from 26 to 30 April 2024 prior to the award being made on 2 May 2024. 
This was £2.79.
Stephen Harris LTIP 2024 LTIP award
Following Stephen Harris becoming Executive Chairman with effect from 25 October 2024, an LTIP award was made to him in 2024 on the following basis:
On the 18 December 2024, Stephen Harris received an LTIP conditional share award over 200,000 ordinary shares. At the date of the award this 
represented 153.7% of salary using a share price of £1.922 per share (the two-day average closing mid market share price) of 16 and 17 December 2024. 
Subject to satisfaction of performance conditions, the LTIP award to Stephen Harris will vest on 18 December 2026. A further LTIP conditional share 
award was made to Stephen Harris on 6 January 2025 over 200,000 shares and subject to satisfaction of performance conditions will vest on 
18 December 2026. The 6 January 2025 award represented 116.4% of salary using a share price of £1.455 per share (based on the two-day average 
closing mid-market share price of 2 and 3 January 2025). Performance conditions for both LTIP awards are considered to be commercially sensitive and 
as such, will be disclosed at the vesting of the award. Upon vesting, Stephen Harris will be required to hold the net vested shares for a further two-year 
period. While the UK Corporate Governance Code provision 36 guides that share awards should have a total vesting and holding period of five years or 
more, the Committee did not feel this was appropriate given the critical need for Stephen Harris to lead the Company as Executive Chairman while the 
search for a new Group Chief Executive is conducted.
Deferred Bonus Plan 2024 awards
Executive Directors did not earn any bonus for 2023 that would normally be paid in March 2024 and therefore there was no deferral into the Deferred 
Bonus Plan in 2024. Normally, Executive Directors are required to defer 50% of the after tax bonus to be held through the Employee Trust in the form 
of shares in the Company for a three-year period. Details of Executive Directors’ holding of shares through the Deferred Bonus Plan are set out on 
page 89.
Annual Report on Remuneration continued

85
Corporate Governance
Financial Statements
Strategic Report
RSP Award – Andrea Rigamonti
The value shown in the single figure of total remuneration table on page 81 for Andrea Rigamonti relates to a Restricted Share Plan award made 
to him prior to his appointment as a Director on 13 December 2022. The award was made to him on 16 November 2021 and the final tranche vested 
on 1 March 2024. The Ordinary share price on the 1 March 2024 was £3.36. Due to a closed period, the award was exercised on 1 October 2024. 
There were no performance conditions tied to the award, with vesting subject to continued employment.
Payments for loss of office (audited)
On 25 October 2024 Stephen Bird and Andrea Rigamonti ceased to be Chief Executive Officer and Chief Financial Officer respectively. As part 
of the negotiated settlement agreements for each the following payments were agreed:-
Stephen Bird – settlement agreement signed on 20 November 2024
Salary and benefits (including pension) – Stephen Bird will receive his salary and benefits in the normal way until the expiry of his notice period on 
25 October 2025. He remains on garden leave until this date. Stephen Bird will receive a payment in lieu of accrued but untaken holiday as at the 
termination date of his employment (25 October 2025).
Long Term Incentive Plan – Stephen Bird’s outstanding LTIP award granted on 11 March 2022 lapsed on 11 March 2025 having failed to achieve the 
performance conditions set. The LTIP award granted on 2 May 2024 will lapse in full when Stephen Bird’s employment terminates on 25 October 2025.
Date of grant
Number of shares 
under award
Normal Vesting Date
11 March 2022
	
55,722  
	
(lapsed in full)
11 March 2025
2 May 2024 (award will lapse in full on 25 
October 2025)
286,817
2 May 2027
Deferred Bonus Plan – Stephen Bird’s outstanding DBP awards are expected to vest in full in accordance with their normal vesting dates in 2025 and 
2026, as set out in the table below:
Date of grant
Number of shares 
under award
Normal Vesting Date
4 April 2022
11,115
4 April 2025
3 April 2023
9,093
3 April 2026
Professional Costs – Stephen Bird received a capped contribution towards outplacement support of £30,000 (plus VAT) and a capped contribution 
towards his legal fees in connection with his departure of up to £20,000 (plus VAT).
The following payments were made to Stephen Bird following his departure on 25 October 2024 until 31 December 2024 in accordance with the terms 
of his settlement agreement:
–	 Salary: £96,703
–	 Car allowance: £4,835
–	 Pension supplement: £7,736
Stephen Bird will not receive any other remuneration payment or payment for loss of office.
Andrea Rigamonti – settlement agreement signed on 19 December 2024
Salary and benefits (including pension) – Andrea Rigamonti will receive his salary and benefits in the normal way until the expiry of his notice period 
on 20 December 2025. He remains on garden leave until this date. A severance payment of £30,000 will be paid on the expiry of his notice.
Long Term Incentive Plan – Andrea Rigamonti’s outstanding LTIP award granted on 11 March 2022 lapsed on 11 March 2025 having failed to achieve 
the performance conditions set. The LTIP award granted on 2 May 2024 has been pro-rated to the termination date of 20 December 2025 and subject 
to satisfaction of performance conditions remains capable of vesting.
Date of grant
Number of shares 
under award
Normal Vesting Date
11 March 2022
	
13,388  
	
(lapsed in full)
11 March 2025
2 May 2024*
	
83,629  
	(pro rata award to  
	 termination date)
2 May 2027
* It is noted that the performance conditions tied to this LTIP award (set out on page 83) are not likely to be achieved. 

Videndum plc
86
Annual Report and Accounts 2024
Deferred Bonus Plan – Andrea Rigamonti’s outstanding DBP award is expected to vest in full in accordance with the normal vesting date in 2026 , 
as set out in the table below:
Date of grant
Number of shares 
under award
Normal vesting date
3 April 2023
317
3 April 2026
Professional costs – Andrea Rigamonti received a capped contribution towards his legal fees in connection with his departure of up to £2,750 (plus VAT).
Andrea Rigamonti will not receive any other remuneration payment or payment for loss of office.
The following payments were made to Andrea Rigamonti following his ceasing to be a Director on 25 October 2024 until 31 December 2024 
in accordance with the terms of his settlement agreement:
–	 Salary: £61,957
–	 Car allowance: £3,452
–	 Pension supplement: £4,957
Other than as disclosed above, no other payments were made in 2024 to past Directors of the Company.
Non-Executive Directors
The Non-Executive Directors were paid the following fees in 2024:
Role
2024 annual fee
Comment
Chairman
£210,000
(£250,000 with
 effect from 
25 October 2024
Stephen Harris’ fee as Chairman upon his appointment to the role on 1 May 2024 was set at £210,000 
per annum (increased from his predecessor’s fee (Ian McHoul) of £184,000. With effect from 25 
October 2024, Stephen Harris became Executive Chairman and his remuneration in that role increased 
to £250,000 per annum. Prior to 1 May 2024, Stephen Harris was paid the base fee as a Non-Executive 
Director.
Non-Executive 
Director
£65,400 
Base fee increased to £65,400 per annum with effect from 1 July 2024 from £55,400 reflecting 
market data for non-executive directors of similar sized listed companies and the significant time 
commitment for the role
Chair of Audit 
Committee
£10,000 
Fee was last increased on 1 January 2014
Chair of Remuneration 
Committee
£10,000 
Fee was last increased on 1 January 2019
Senior Independent 
Director
£8,000 
Fee was last increased on 1 January 2019
Employee 
Engagement 
Non-Executive 
Director
£5,000
Fee introduced with effect from 1 January 2019
The above fees are reviewed annually by the Board with the support of FIT Remuneration Consultants providing market data to ensure that fees remain 
appropriate given the size of the Company, time commitment and the need to attract the right experience for the role. The Non-Executive Directors 
do not receive any other benefits from the Company.
Directors’ shareholding requirements and share interests (audited)
The Board has determined that Executive Directors of the Company are required to build up, over a reasonable period of time, a substantial 
shareholding in the Company. This shareholding requirement is to represent at least two times base salary. The Executive Chairman, since his role 
is an interim role, is not subject to this requirement, however any new Executive Directors who are appointed in the future will be required to comply 
with this requirement.
The Chairman and Non-Executive Directors of the Company have no such shareholding requirement and have discretion as to whether to hold shares 
in the Company or not. The tables below set out the interests in the ordinary shares of the Company held by each Director (or connected persons) 
of the Company during the year ended 31 December 2024. 
Under the UK Corporate Governance Code there is a requirement for the Company to develop a post-employment shareholding policy, encompassing 
vested and unvested shares for Executive Directors. The detail of this post-employment shareholding policy is as follows:
Annual Report on Remuneration continued

87
Corporate Governance
Financial Statements
Strategic Report
Upon the departure of an Executive Director, the post-employment shareholding policy will operate as follows:
–	 Shares held in the Employee Benefit Trust under the DBP will continue to be held in trust and will be released to the former Executive Director 
in accordance with their normal vesting dates. The former Executive Director will be expected to hold any vested DBP shares at least until the 
second anniversary of their departure date.
–	 Shares that have vested to an Executive Director under the LTIP and are subject to the two-year post vesting holding period will continue 
to be required to be held by the former Executive Director until the expiry of the two-year post vesting holding period.
–	 In the event that an Executive Director is treated as a “good leaver” under the LTIP, then any outstanding LTIP awards that have not vested will 
be prorated to the date of leaving and remain subject to satisfaction of performance conditions. Subject to those conditions being achieved at the 
normal vesting date, shares will typically be released at the earlier of the expiry of the normal two-year post vesting holding period and the second 
anniversary of their departure date.
–	 Shares purchased by an Executive Director using their own personal funds shall not be subject to this post-employment shareholding policy.
–	 Stephen Bird and Andrea Rigamonti who both ceased to be Directors on 25 October 2024 are subject to this post-employment shareholding policy.
Directors’ shareholding tables as at 31 December 2024 (audited):
Executive Director
Share 
ownership 
requirement 
(% of salary)
Number of 
shares owned 
outright 
(including 
connected 
persons)
Number of 
shares 
beneficially 
owned (DBP 
award shares)
Number of  
shares 
unvested and 
subject to 
performance 
(LTIP shares)
Number of 
shares  
under option 
(Sharesave)
Number of 
shares  
under 
Restricted 
Share Plan 
(RSP)
Ownership 
requirements 
met (based on 
shares owned 
outright and 
DBP award 
shares)
Stephen Harris 
Not applicable
133,392
0
200,000
0
0 Not applicable
Stephen Bird (left 25 October 2024)
200%
309,621
20,208
342,914
0
0
90%
Andrea Rigamonti (left 25 October 2024)
200%
57,789
317
83,629
2,865
0
25%
Chairman and Non-Executive Directors’ shareholdings as at 31 December 2024 (audited)
Director
1 January 2024  
or date of appointment if later
31 December  
2024 (or date 
of leaving if 
earlier)
Polly Williams (appointed 1 July 2024)
0
0
Caroline Thomson
15,897
15,897
Richard Tyson
6,399
6,399
Graham Oldroyd
37,453
37,453
Anna Vikström Persson 
26,217
26,217
Ian McHoul (left 19 June 2024)
38,726
38,726
Erika Schraner (left 19 June 2024)
7,550
7,550
Teté Soto (left 19 June 2024)
5,436
5,436
– The closing mid-market share price on 31 December 2024 (the last trading day of the year) was £1.46.
– The shares shown in the beneficial holdings table above were acquired by the Directors using their own funds, or in the case of Stephen Bird and Andrea Rigamonti, also through share incentive 
schemes or similar. 
– During the year ended 31 December 2024 Stephen Harris had the following share dealings:
– On 27 September 2024 acquired 21,033 ordinary shares.
– There has been no change to the Directors’ shareholdings described in the table above in the period from 31 December 2024 to 30 April 2025, the date of signing of this report other than the 
following:
– On 6 January 2025 Stephen Harris was awarded a further 200,000 shares under the Long Term Incentive Plan. Details of this award are set out on page 84.
– Eva Lindqvist was appointed as an independent Non-Executive Director on 1 April 2025. As at the date of her appointment, she held 20,000 ordinary shares in the Company.
Directors’ shareholding requirements and share interests (audited) continued

Videndum plc
88
Annual Report and Accounts 2024
Sharesave
The Group operates an all-employee savings-related share option scheme in the UK (“Sharesave”) and a similar international plan in respect 
of overseas employees in certain countries (US, Italy, Costa Rica and several other countries). The Scheme and Plan are open to all the Group’s 
employees in those countries, including the Executive Directors. No current Director as at 31 December 2024 participates in the Sharesave scheme. 
Stephen Bird and Andrea Rigamonti, as at the date of ceasing to be Directors of the Company on 25 October 2024, participated in the Sharesave 
scheme as follows:
Director
Date of 
grant
At 
1 January 
2024 
(shares)
Options 
exercised 
during 
the year
Options 
lapsed 
during the 
year
Options 
granted 
during the 
year
At
 31 December 
2024 
(shares)
Exercise 
price
Market price 
of date 
of grant 
(pence)
Date 
from which 
exercisable
Expiry Date
Stephen Bird1 
(left 25 October 
2024)
12 June
2024
0
0
2,865
2,865
0
£2.24
278.8*
1 August
2027
28 February
 2028
Andrea Rigamonti
(left 25 October 
2024)
12 June
2024
990
0
990
2,865
2,865
£2.24
278.8*
1 August
2027
28 February
 2028
*	 The market price for the grant of shares under option was calculated on the basis of the three day average of the closing mid-market share price from 3 May to 8 May 2024 inclusive. A 20% 
discount was applied to this price under this HMRC approved Sharesave Plan.
1	 Stephen Bird cancelled his 12 June 2024 Sharesave Plan before 31 December 2024.
Long Term Incentive Plan
The following table sets out the outstanding awards under the LTIP as at 31 December 2024 for the Executive Directors (or as at the date of their 
leaving). No LTIP awards were made in 2023 due to challenging market conditions.
Director
Date of 
award
Awards  
at 1 
January 
2024
Awards 
exercised 
during the 
year
Associated 
dividend 
shares  
with the 
exercised 
award
Awards 
lapsed 
during  
the year
Awards  
made 
during
 the year3
At 31 
December 
2024
Market 
price on 
which 
award 
made 
(pence)
Market 
price at 
exercise 
date 
(pence)
Face value 
of award
Percentage of 
interest that 
vests if 
threshold 
performance 
achieved
End of 
performance 
period
Stephen 
Harris3
18 Dec 
2024
0
0
0
0
200,000
200,000
192.2
–
153%
0%
18 Dec 
2026
Total
0
0
0
0
200,000
200,000
Stephen 
Bird (left 
25 October 
2024)
3 
March 
20211
96,921
0
0
96,921
0
0
986
– 200% of 
annual 
salary
25%
31 
December 
2023
11  
March 
20222
56,097
0
0
0
0
56,097
1097
–
125% of 
salary
25%
31 
December 
2024
2 May 
20244
0
0
0
0
286,817
286,817
279
–
150% of 
salary
25%
31 
December 
2026
Total
153,018
0
0
96,921
286,817
342,914
Andrea 
Rigamonti 
(left 25 
October 
2024)
11  
March 
20222
13,388
0
0
0
0
13,388
1097
–
n/a
25%
31 
December 
2024
2 May 
20244
0
0
0
69,505
153,134
83,629
279
–
125%
25%
31 
December 
2026
Total
13,388
0
0
69,505
153,134
97,017
1	 The LTIP award made on 3 March 2021 failed to achieve its performance conditions and lapsed in full on its third anniversary of 3 March 2024.
2	 The LTIP award made on 11 March 2022 has failed to achieve its performance conditions and lapsed in full on its third anniversary of 11 March 2025.
3	 On 6 January 2025, Stephen Harris received a further award of 200,000 shares under the LTIP. Subject to satisfaction of performance conditions these will vest on 18 December 2026.	

4 Stephen Bird’s 2024 LTIP award will lapse in full on 25 October 2025. Andrea Rigamonti’s 2024 LTIP award has been prorated to the employment termination date of 20 December 2025 
and 83,629 shares remain capable of exercise subject to satisfaction of performance conditions. 
Annual Report on Remuneration continued

89
Corporate Governance
Financial Statements
Strategic Report
Deferred Bonus Plan
Each year, Executive Directors are required to defer a proportion of any earned annual bonus into the DBP representing 50% of any after tax 
bonus. As explained on page 84 of this report, no bonus was payable to the Executive Directors for 2023 or 2024. The following table sets out the 
outstanding awards under the DBP as at 31 December 2024 for the Executive Directors (or as at their date of leaving in 2024). Stephen Harris does 
not participate in the annual bonus plan or Deferred Bonus Plan in accordance with the terms of his service agreement.
Director
Date of 
award
Awards at 
1 January 
2024 
(shares)
Awards 
exercised 
during the 
year
Associated 
dividend 
shares with 
the 
exercised 
awards
Awards 
lapsed 
during the 
year
Awards 
made 
during the 
year
At 31 
December 
2024
Market 
price on 
which 
award 
made 
(pence)
Market 
price at 
exercise 
date 
(pence)
Face value 
of award
Percentage of 
interest that 
vests if 
threshold 
performance 
achieved
End of 
performance 
period
Stephen 
Bird 
(left 25 
October 
2024)
13 May 
20211
2,537
2,537
720
0
0
0
1394
280
50% of 
annual 
bonus
Not 
applicable
Shares held 
in Employee 
Trust to third 
anniversary 
of award 
date
4 April 
20222
11,115
0
0
0
0
11,115
1351
–
50% of 
annual 
bonus
Not 
applicable
Shares held 
in Employee 
Trust to third 
anniversary 
of award 
date
3 April 
20233
9,093
0
0
0
0
9,093
885
–
50% of 
annual 
salary
Not 
applicable
Shares held 
in Employee 
Trust to vest 
on third 
anniversary 
of the award
Total
22,745
2,537
720
0
0
20,208
Andrea 
Rigamonti 
(left 25 
October 
2024)
3 April 
20233
317
0
0
0
0
317
885
–
50% of 
annual 
salary
Not 
applicable
Shares held 
in Employee 
Trust to vest 
on third 
anniversary 
of the award
Total
317
0
0
0
0
317
1	 The DBP award made to Stephen Bird on 13 May 2021 vested on 13 May 2024.
2	 The DBP award made on 4 April 2022 to Stephen Bird covered 50% of the bonus earned in respect of the financial year ended 31 December 2021. The award will vest on its third anniversary.
3	 The DBP award made on 3 April 2023 to Stephen Bird covered 50% of the bonus earned in respect of the financial year ended 31 December 2022. Andrea Rigamonti’s DBP award on 3 April 2023 
represented a proportion of his bonus earned in 2022 and is tied to his appointment as a Group Chief Financial Officer on 13 December 2022. The award will vest on its third anniversary 
of 3 April 2026. 
4	 Under the terms of their respective termination agreements, Stephen Bird and Andrea Rigamonti’s DBP shares will only vest on their normal vesting date which is the third anniversary 
of each award.

Videndum plc
90
Annual Report and Accounts 2024
Ten-year performance graph of the Company’s ordinary shares compared to comparator group 
The Company is required to include a line graph showing the Company’s ordinary share performance compared to an appropriate index over a 
ten-year performance period ending 31 December 2024. The graph below illustrates the Company’s annual TSR (share price growth plus dividends 
that have been declared, paid and reinvested in the Company’s shares) relative to the FTSE 250 for the preceding ten-year period ending 
31 December 2024, assuming an initial investment of £100. This index has been chosen since it is the comparator group (excluding financial services 
companies and investment trusts) for one of the performance conditions tied to awards under the LTIP. The Committee notes that the FTSE 250 
Index is a recognised broad market equity index, relatively complex and international in nature and is comparable to the Company’s business 
operations where approximately 90% of revenues are generated outside the UK. TSR data is taken from Datastream.
Dec 14
Dec 15
Dec 16
Dec 17
Dec 18
Dec 19
Dec 20
Dec 21
Dec 22
£168
£32
£300
£0
£100
£50
£150
£200
£250
Dec 24
Videndum ordinary share
FTSE 250 Index
Source: Datastream (a LSEG product)
Dec 23
Annual Report on Remuneration continued (unaudited)

91
Corporate Governance
Financial Statements
Strategic Report
Performance table setting out the total remuneration of the Group Chief Executive
The following table sets out the single figure of total remuneration paid and the amount vesting under short-term and long-term incentives  
(as a percentage of the maximum that could have been achieved) to the Group Chief Executive (or Executive Chairman in respect of Stephen Harris) 
for each of the ten years ended 31 December 2024.
Year (ended 31 December)
Group Chief Executive
CEO single figure of total 
remuneration
Annual bonus payout  
against maximum  
opportunity % (including  
actual amount paid)
Long-term incentive  
vesting rates against  
maximum opportunity %
2024
Stephen Bird  
(until 25 October 2024)
Stephen Harris 
(from 25 October 2024)
£575,812
0%
£0
0%
2023
Stephen Bird
£583,428
0%
£0
0%
2022
Stephen Bird
£1,150,877
50.4%
46.9%
£307,987
2021
Stephen Bird
£1,166,196
95.5%
0%
(£566,588)
2020 
Stephen Bird
£701,744
22.5%
0%
(£133,489)
2019
Stephen Bird
£1,151,858
21.5%
72.06%
(£124,445)
2018
Stephen Bird
£2,280,723
66.9%
100%
(£377,925)
2017
Stephen Bird
£1,596,214
88.4%
67.5%
(£486,771)
2016
Stephen Bird
£962,299
77.9%
0%
(£418,450)
2015
Stephen Bird
£636,374
20%
0%
(£104,876)

Videndum plc
92
Annual Report and Accounts 2024
Percentage change in remuneration of the Directors and employees 
The table below shows the year-on-year percentage change in salary, benefits and annual bonus earned between the year ended 31 December 2024 
and the years ended 31 December 2023, 2022, 2021 and 2020 for the Directors, compared to the average of earnings of the parent Company 
employees. The Remuneration Committee has selected this comparator group on the basis that each of the Directors is UK based and this provides 
a local market reference, is a sizeable population and a fair representation of the Group’s employee base. 
2019/20  
Annual 
salary
2019/20  
Taxable 
benefits
2019/20  
Annual 
bonus
2020/21  
Annual 
salary
2020/21  
Taxable 
benefits
2020/21  
Annual 
bonus
2021/22  
Annual 
salary
2021/22 
Taxable 
benefits
2021/22 
Annual 
bonus
2022/23  
Annual 
salary
2022/23 
Taxable 
benefits
2022/23 
Annual 
bonus
2023/24  
Annual 
salary
2023/24  
Taxable 
benefits
2023/24  
Annual 
bonus
Stephen Harris, Executive Chairman (appointed as a Director on 9 November 2023 and as Executive Chairman on 25 October 2024)
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
19%
n/a
n/a
Stephen Bird, Group Chief Executive (left 25 October 2024
2.5%
2.5%
-7%
0%
0%
324%
3%
3%
-45%
5%
5%
-100%
4%
4%
0%
Andrea Rigamonti, Group Chief Financial Officer (left 25 October 2024)
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
10%
4%
0%
Caroline Thomson, Non-Executive Director
2.5%
n/a
n/a
0%
n/a
n/a
3%
n/a
n/a
5%
n/a
n/a
18%
n/a
n/a
Richard Tyson, Non-Executive Director
2.5%
n/a
n/a
0%
n/a
n/a
3%
n/a
n/a
5%
n/a
n/a
18%
n/a
n/a
Anna Vikström Persson, Non-Executive Director
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
18%
n/a
n/a
Graham Oldroyd, Non-Executive Director
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
18%
n/a
n/a
Polly Williams, Non-Executive Director (appointed 1 July 2024)
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
0%
Ian McHoul, Chairman (left 19 June 2024)
0%
n/a
n/a
0%
n/a
n/a
3%
n/a
n/a
5%
n/a
n/a
0%
n/a
n/a
Erika Schraner, Non-Executive Director (left 19 June 2024)
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
5%
n/a
n/a
0%
n/a
n/a
Teté Soto, Non-Executive Director (left 19 June 2024)
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
5%
n/a
n/a
0%
n/a
n/a
Parent Company employees
2.5%
2.5%
-36%
2.2%
2.2%
2.92%
3%
3%
-42%
5%
5%
-100%
4%
4%
0%
Annual Report on Remuneration continued

93
Corporate Governance
Financial Statements
Strategic Report
Group Chief Executive’s pay ratio disclosure
In accordance with Option C as set out in the Companies (Miscellaneous Reporting) Regulations 2018, the following table sets out Stephen Bird’s 
(Group Chief Executive until 25 October 2024) and Stephen Harris’ (Executive Chairman from 25 October 2024 to 31 December 2024) total 
remuneration for the year ended 31 December 2024 compared with all UK employees of the Group at the 25th percentile, 50th percentile and 75th 
percentile. The data has been compiled from available data as at 31 December 2024 for all UK-based employees and no element of remuneration has 
been excluded from the calculation. We have used the combined total remuneration for Stephen Harris and Stephen Bird for 2024 in their respective 
roles leading the Company. This table will build up over a ten-year period. We have chosen Option C as it reflects all our UK workforce and is more 
complete in showing the Group Chief Executive’s remuneration compared to the entire UK workforce. It uses bonus information usually paid in the 
March following a year end as bonus information is not calculated until the March following a year end for many UK employees. No bonus was earned 
in 2023 or 2024. The Company believes the median ratio is consistent with the Company’s wider policies on employee pay, reward and progression. 
We seek to pay all employees including the Group Chief Executive fairly for the roles they perform and taking into account a range of factors 
including the relevant role, their performance and internal and external measures including pay rates and pay gaps.
Year
Method
25th percentile
50th percentile
75th percentile
2019
Option C
82:1
57:1
35:1
£27,833
£40,002
£64,086
2020
Option C
44:1
31:1
19:1
£25,866
£36,965
£61,245
2021
Option C
28:1
19:1
12:1
£26,361
£37,726
£58,866
2022
Option C
52:1
37:1
22:1
£29,804
£42,020
£69,610
2023
Option C
22:1
14:1
8:1
£26,901
£42,172
£69,489
2024
Option C
£32,404
£44,550
£69,628
18:1
14:1
8:1
The actual salaries paid for each UK employee at the respective quartiles for 2024 were: 25th percentile – £30,618; 50th percentile – £41,112; and 
75th percentile – £64,519. The change in the pay ratios from 2019 to 2024 has been impacted by COVID-19 as well as the impact of actors’ and 
writers’ strikes in 2023. In 2020, the Company implemented short-time working and other measures such as salary waivers in response to the 
pandemic. In 2021, Executive Directors did not receive any pay increase in contrast to the wider UK employee population and long-term incentives for 
the Executive Directors did not vest due to performance conditions not being achieved. As the Company recovered from the impact of the pandemic 
in 2023 and the Group had delivered a record profit in 2022 leading to a higher proportion of variable remuneration being delivered to the Group 
Chief Executive, the pay ratio gap widens where annual bonuses and long-term incentives are payable. The impact of challenging macroeconomic 
factors in 2023 coupled with the writers’ and actors’ strikes in 2023 have significantly impacted the Group’s performance in 2023 and into 2024 with 
the result that variable remuneration has been significantly reduced. The change in executive management in October 2024 has further impacted 
the pay ratio disclosure. We consider that the use of Option C and the percentiles shown for UK employees are reasonably representative.

Videndum plc
94
Annual Report and Accounts 2024
Relative importance of spend on pay
The following table sets out for the year ended 31 December 2024 compared to the year ended 31 December 2023 the actual expenditure of 
the Company in terms of remuneration paid to or receivable by all employees of the Group and distributions to shareholders by way of dividends. 
There have been no other significant distributions and payments required to be disclosed that would assist in understanding the relative importance 
of spend on pay.
Year ended 31 
December 
2024
Year ended 31 
December 2023
% change
Total remuneration paid to all Videndum employees
£90.9m
£95.8m
-5.1%
Total dividends paid to shareholders
£0m
£0m
0%
Statement of implementation of Directors’ Remuneration Policy in the year ending 31 December 2025
This section provides an overview of how the Committee is proposing to implement the Remuneration Policy in 2025. It is noted that Stephen Harris 
is currently serving as Executive Chairman under a service agreement dated 17 December 2024 while a search for a new Chief Executive Officer 
is carried out. Subject to progress with that search, the Remuneration Committee will look to put in place a remuneration package for a new Chief 
Executive Officer in line with the Policy Report as approved by shareholders.
(1) Base salary
The table below sets out the 2025 base salary for the Executive Chairman in line with a service agreement dated 17 December 2024.
Executive Director
2025 salary
Stephen Harris
£250,000
(2) Benefits
Under his service agreement dated 17 December 2024, Stephen Harris will receive a car allowance of £25,000 in 2025 and the Company will also 
pay for his private healthcare. Details of the premium for this will be disclosed in the 2025 Annual Report on Remuneration.
(3) Pension allowance
Executive Directors normally receive a pension contribution of 8% of base salary which is in line with pension contributions provided to the wider UK 
employee workforce. Stephen Harris who became Executive Chairman on 25 October 2024 and has a service agreement dated 17 December 2024 
does not receive any pension allowance.
(4) Annual bonus
Executive Directors normally have a maximum opportunity at 125% of base salary. Half of any net after tax annual bonus earned is to be deferred 
into the DBP for a period of three years and held in the form of shares in the Company. There will be no matching award that can be earned on this 
deferred bonus. Given the current challenges facing the business, no bonus plan for 2025 has been set. 
Performance measures selected for the annual bonus plan in the future will reflect the strategic and operational objectives of the Group. The 
Committee considers that the specific targets and personal objectives tied to the Annual Bonus Plan are commercially sensitive until after the end of 
the accounting year that they apply to and therefore does not disclose them while inflight. The Committee will disclose these targets and objectives 
once a bonus has been paid and subject to the Committee considering that they are no longer commercially sensitive. Stephen Harris who became 
Executive Chairman on 25 October 2024 under the terms of his service agreement dated 17 December 2024, does not participate in an annual 
bonus plan.
(5) Long Term Incentive Plan
Stephen Harris on 6 January 2025 received an LTIP award of 200,000 shares in the Company. This award subject to satisfaction of performance 
conditions will vest on 18 December 2026. Full details are set out on page 84.
The Committee will consider the need to make further LTIP awards in 2025. The performance conditions for any such LTIP award will be determined 
at that time to ensure that they are appropriate and in line with the Policy Report. Should an LTIP award be made, details will be announced to the 
market, including the specific performance targets. Any awards vesting under the LTIP 2025, after deduction of taxes, will be subject to a further 
two-year holding period, thereby more closely aligning the participants’ interests with the long-term interests of shareholders. 
Annual Report on Remuneration continued

95
Corporate Governance
Financial Statements
Strategic Report
(6) Executive Chairman and Non-Executive Directors’ remuneration
The fee structure for the Non-Executive Directors for 2025 is set out in the following table. 
Role
2025 fee
2024 fee
Executive Chairman
£250,000
£250,000
(£210,400)4
Non-Executive Directors’ base fee
£65,400
£65,400
(£55,400)1
Chair of Audit Committee
£10,0002
£10,0002
Chair of Remuneration Committee
£10,0002
£10,0002
Senior Independent Director
£8,0002
£8,0002
Employee Engagement Non-Executive Director
£5,0003
£5,0003
1	 Following a review of Non-Executive Directors’ fees based on an assessment of time commitments and market data, it was agreed that the fee for 2024 was increased with effect from 1July 2024. 
2	 The fees of the Chair of the Remuneration Committee and Senior Independent Director were last increased to their current level in 2019 to take account of the nature of each role, the time 
commitment, performance of the respective individuals, market rates for the complexity of the roles and the calibre of individuals. The Audit Committee Chair’s fee upon review was considered 
to be in line with market rates and appropriate for the demands of the role and complexity of the Company. 
3	 The Company appointed Caroline Thomson as the Non-Executive Director with responsibility for employee engagement in accordance with the 2018 UK Corporate Governance Code. Given the 
responsibility of this role and additional work associated with it, the Board approved that a fee of £5,000 per annum be payable to Caroline Thomson for that role. This fee will be paid to any 
other successor Non-Executive Director in future years. A full description of the activity involved with this role is given on page 56 of the Annual Report.
4	 Upon his appointment as Chairman on 1 May 2024, Stephen Harris’ fee was increased to £210,000 per annum. Prior to that date, Stephen Harris received the Non-Executive Directors’ base fee. 
Upon Stephen Harris’ appointment as Executive Chairman on 25 October 2024 Stephen Harris under a service agreement receives an annual salary of £250,000 per annum. His remuneration 
for 2024, as Executive Chairman, is shown on page 82.
The Board has agreed that fees will typically be reviewed annually to ensure that they remain appropriate.
Malus and clawback
Under the rules of the Annual Bonus Plan, LTIP, RSP and DBP, awards are subject to a malus rule whereby the Remuneration Committee has 
the power to reduce, cancel or impose further conditions upon a bonus or award in circumstances that the Committee determines such action 
is appropriate, including circumstances where a material misstatement of the Company’s audited financial results has occurred, or serious 
reputational damage to the Company has occurred as a result of a participant having breached the Company’s Code of Conduct, a miscalculation 
or an assessment of any performance conditions that was based on incorrect information, or the occurrence of an insolvency or administration 
event. In addition, under the above plans, a clawback provision exists where in the same circumstances as for malus, any future award that is paid 
out can be clawed back from a participant for a period of up to three years from it vesting or being paid out. The Committee did not exercise the 
power of malus and clawback in the year ended 31 December 2024 and up to the date of signing this report.
Voting at Annual General Meeting
At the Company’s AGM held on 19 June 2024, shareholders were asked for an advisory vote on the Directors’ Annual Report on Remuneration for the 
year ended 31 December 2023. The resolution was approved by shareholders on a poll at the 2024 AGM and the table below sets out the proxy votes 
voted for, against and withheld for the resolution.
Resolution
For proxy votes 
and % of  
votes cast
Against proxy 
votes and % of 
votes cast
Withheld
proxy votes
Advisory vote on the Annual Report on Remuneration for the year ended 31 December 2023
80,439,270
1,506,743
1,307,966
98.16%
1.84%
As at the date of the Company’s AGM on 19 June 2024 the Company had 94,201,206 ordinary shares in issue. The current Directors’ Remuneration 
Policy was approved by shareholders at the 11 May 2023 AGM with 99.2% of votes in favour and 0.8% of votes against. The detail of the 2023 Policy 
Report vote is as follows: 
Resolution
For proxy votes 
and % of  
votes cast
Against proxy 
votes and % of 
votes cast
Withheld
proxy votes
To approve the Directors’ Remuneration Policy – to cover Directors remuneration for the period 
from the 2023 AGM through to the 2026 AGM
38,446,561
310,248
14,099
99.2%
0.8%
The Remuneration Committee, in line with guidance, considers that an against vote of 20% or more of the votes cast is deemed to be significant in 
connection with a resolution on Directors’ remuneration. In the event that a significant level of concern is raised at future AGMs, both the Chairman 
of the Board and the Chair of the Remuneration Committee will contact the Company’s major shareholders following an AGM to understand the 
precise detail of the concern being raised. Subject to that, the Committee and the Board as a whole will consider how best to address the concern 
being raised. This may involve a revision to the Company’s Policy on Directors’ remuneration at a subsequent AGM or some other change which 
can be implemented without further shareholder consultation. The Committee and the Board are committed to an open and transparent dialogue 
with shareholders on material matters of concern.

Videndum plc
96
Annual Report and Accounts 2024
The Remuneration Committee
The Remuneration Committee comprised the following members during 
2024: Caroline Thomson – Chair, Richard Tyson, Graham Oldroyd, Anna 
Vikström Persson, Polly Williams (from 1 July 2024), Erika Schraner 
(until 19 June 2024) and Teté Soto (until 19 June 2024). 
All of the Committee members are independent Non-Executive 
Directors. Upon her appointment to the Board on 1 April 2025, Eva 
Lindqvist became a member of the Remuneration Committee.
The Committee, on behalf of the Board, determines the Policy, base 
salaries, annual cash bonus arrangements, participation in incentive 
schemes, pension arrangements and all other benefits received by 
the Executive Directors including any exit packages.
The Committee also oversees the framework of remuneration for 
the Executive Committee, including terms of service, pay structure, 
annual cash bonus, pensions, share incentive arrangements and all 
other benefits and also has regard to wider employee remuneration 
within the Group.
The Committee invites individuals to attend meetings, as it deems 
necessary, to assist with consideration of remuneration matters. 
During 2024 the following individuals attended meetings of the 
Committee: Ian McHoul (Board Chairman – until he stepped down), 
Stephen Bird (Group Chief Executive – until his departure on 25 October 
2024), Stephen Harris (Chairman Designate/Chairman) and Jon Bolton 
(Group Company Secretary). Representatives of the Committee’s 
remuneration advisor, FIT Remuneration Consultants, also attended 
meetings in 2024.
The Executive Directors or members of the Executive Committee 
are not present when their own remuneration is being considered.
The remuneration of the Chairman and the Non-Executive Directors 
is determined by the Board as a whole, with the Chairman or the 
relevant Non-Executive Director abstaining when his or her 
remuneration is considered.
For further information regarding governance for the Remuneration 
Committee see pages 70 and 71 of this Annual Report.
External advisors
The Committee appointed FIT Remuneration Consultants as its 
external remuneration advisor in 2019. Their appointment involved the 
Committee Chairman reviewing several potential advisors including 
written proposals and interviews. Following this process, the 
Remuneration Committee selected FIT Remuneration Consultants. 
FIT Remuneration Consultants charge for their time given in providing 
a service to the Company and during 2024 the level of fees paid to 
remuneration advisors totalled £32,982 (2023: £60,060) and was 
charged on a time basis. This fee covered advice relating to disclosures 
in the 2023 Directors’ Remuneration report, measurement of 
performance conditions associated with long-term incentive 
arrangements, negotiation of exit agreements and general 
remuneration advice including recruitment and retention packages. 
FIT Remuneration Consultants do not provide any other services 
to the Company. FIT Remuneration Consultants are a member of the 
Remuneration Consultants Group and operate under that Group’s 
voluntary code of practice for remuneration consultants in the UK. 
The Committee is satisfied that the advice it received from FIT 
Remuneration Consultants during 2024 was objective and independent. 
The Company or any of its individual Directors has no other connection 
with FIT Remuneration Consultants other than as acting as the 
Committee’s external remuneration advisor. The Committee also 
received advice and administrative support during 2024 from the 
Group Company Secretary, Jon Bolton.
This Directors’ Remuneration report has been approved by the 
Remuneration Committee and signed on its behalf by:
Caroline Thomson
Remuneration Committee Chair
30 April 2025
Annual Report on Remuneration continued

97
Corporate Governance
Financial Statements
Strategic Report
Directors
The Directors who held office at 31 December 2024 and up to the date 
of this report are set out on pages 48 and 49 along with their biographies.
Ian McHoul, Erika Schraner and Teté Soto did not seek re-election at 
the Company’s 2024 Annual General Meeting and ceased to be directors 
of the Company at the end of that meeting on 19 June 2024. Stephen 
Harris succeeded Ian McHoul as Chairman with effect from 1 May 2024.
Polly Williams joined the Board as an independent Non-Executive 
Director and Chair of the Audit Committee with effect from 
1 July 2024.
Stephen Bird and Andrea Rigamonti ceased to be Directors on 
25 October 2024 and with effect from the same date, Stephen Harris 
became Executive Chairman.
Eva Lindqvist was appointed as an independent Non-Executive Director 
with effect from 1 April 2025.
Caroline Thomson will not seek re-election at the Company’s 2025 
AGM on 16 June 2025 and will be standing down as Chair of the 
Remuneration Committee and from the Board from the close of that 
meeting. Caroline will be succeeded as Chair of the Remuneration 
Committee by Anna Vikström Persson and by Eva Lindqvist as the 
independent non-executive director with responsibility for employee 
engagement.
At the conclusion of the Company’s AGM on 16 June 2025, Richard Tyson 
will stand down as Senior Independent Director and be replaced by 
Eva Lindqvist in that role. Richard will remain on the Board as an 
independent Non-Executive Director.
All Directors of the Company, with the exception of Caroline Thomson 
as outlined, will stand for reappointment as Directors at the Company’s 
2025 AGM and further details can be found in the AGM Notice.
The remuneration of the Directors including their respective 
shareholdings in the Company is set out in the Remuneration report 
on pages 69 to 96.
Directors’ and Officers’ liability insurance and indemnification 
of Directors
The Company maintains Directors’ and Officers’ liability insurance 
which gives appropriate cover for any legal action brought against 
its Directors. The Company has also granted indemnities to each of 
its Directors to the extent permitted by law. Qualifying third-party 
indemnity provisions (as defined in Section 234 of the Companies Act 
2006) have been adopted for each Director and indemnify in relation 
to certain losses and liabilities which the Directors may incur to third 
parties in the course of acting as Directors of the Company.
Shareholder rights
The Company’s shareholders have a series of rights in connection 
with the governance of the Company. These are contained in statute, 
principally the Companies Act 2006, regulations such as the UKLA’s 
Listing Rules and in the Company’s Articles of Association. A 
shareholder, or shareholders acting together, can use procedures 
set out in the Companies Act 2006 to requisition a general meeting of 
the Company. The Directors are required to call such a general meeting 
once the Company has received requests to do so from shareholders 
representing at least 5% of the paid-up capital of the Company 
as carries the right of voting at general meetings of the Company 
(excluding any paid-up capital held as treasury shares).
Under the Companies Act 2006, either (i) a member or members 
representing at least 5% of the total voting rights of all the members 
having a right to vote on the resolution at the AGM (excluding voting 
rights attached to any treasury shares); or (ii) at least 100 members 
with the right to vote on the resolution at the AGM and each holding, 
on average, at least £100 of paid-up share capital, may require the 
Company to give members of the Company entitled to receive notice 
of the next AGM, notice of a resolution which may properly be moved 
at that meeting. Such a resolution may be properly moved unless 
it is defamatory, frivolous or vexatious or if it would be ineffective 
for any reason.
Such a request may be in hard copy or electronic form and must identify 
the resolution of which notice is to be given or the matter to be included 
in the business, must be authorised by the person or persons making 
it and must be received by the Company not less than six weeks before 
the meeting. A request for a matter to be included in the business 
of the meeting must also be accompanied by a statement setting 
out the grounds for the request.
Shareholders have an express right to vote annually on the Directors’ 
Remuneration Report and at least every three years they have the right 
to vote on the policy governing Directors’ remuneration. Under the 
Company’s Articles of Association, shareholders have the right to vote 
on the re-election of all Directors of the Company annually at the AGM.
It is also confirmed that under the Company’s governance 
arrangements, including the Articles of Association, there are no anti-
takeover devices or provisions to prevent a takeover of the ownership 
of the Company through the normal ways permitted under UK law 
and regulation. There are no limitations on share ownership and the 
issuance of new capital, subject to shareholder approval, would be to 
address funding needs and is not a tool for an anti-takeover measure.
Share capital and powers for the Company issuing or buying 
back its own shares
The Company was authorised by shareholders at the 2024 AGM 
to purchase in the market up to 10% of the Company’s issued share 
capital, as permitted under the Company’s Articles of Association. 
During 2024, the Company purchased and cancelled 7,922 ordinary 
shares as part of a small buy back programme to eliminate new issue 
shares tied to a US Sharesave plan over which options were exercised 
in 2024. The Company has only ordinary shares of 20 pence nominal 
value in issue and does not have any shares held in treasury. Note 4.3 
to the consolidated financial statements on page 160 summarises the 
rights of the ordinary shares as well as the number issued during 2024. 
An analysis of shareholdings is shown on page 188. The closing 
mid-market price of a share of the Company on 31 December 2024, 
together with the range during the year, is also shown on page 188. 
For details of own shares held by the Company see note 4.3 to the 
consolidated financial statements.
This standard authority is renewable annually and the Directors will 
seek to renew it at the 2025 AGM.
The Directors were granted authority at the 2024 AGM to allot ordinary 
shares up to a nominal amount of £1,884,024, which, at the time 
represented 9,420,120 ordinary shares of 20 pence each (10% of the 
Company’s issued share capital). This authority will apply until the 
conclusion of the 2025 AGM. At the 2025 AGM, shareholders will be 
asked to grant a new authority authorising the Directors to be able 
to allot ordinary shares up to £12,560,098 representing approximately 
66.66% of the Company’s issued ordinary share capital, 33.33% of 
which is restricted to a fully pre-emptive offer. Further details are 
set out in the 2025 AGM Notice. 
At the 2024 AGM, a special resolution was passed to authorise the 
Directors to allot ordinary shares for cash without first offering them 
to existing shareholders in proportion to their existing shareholdings. 
At the 2025 AGM, shareholders will be asked to renew this authority – 
in line with the latest institutional shareholder guidelines and market 
practice– to make non-pre-emptive issues for cash only and otherwise 
up to a nominal amount of £1,884,014 (representing 10% of the 
Company’s issued share capital).
A special resolution will also be proposed at the 2025 AGM to renew the 
Directors’ authority to repurchase up to 10% of the Company’s issued 
Directors’ report

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98
Annual Report and Accounts 2024
ordinary shares in the market. While the Directors have no present 
intention of exercising the authority to make market purchases, 
the authority provides the flexibility to allow them to do so in the future 
and any shares purchased pursuant to this authority may be held 
in treasury or may be cancelled. 
Dividends
No final dividend has been recommended by the Board given the current 
financial performance of the business. The Board will look to resume 
dividend payments when appropriate to do so.
Substantial shareholdings 
The Company had been advised under the Disclosure Guidance and 
Transparency Rules, or had ascertained from its own analysis, that the 
following held notifiable interests in the voting rights in the Company’s 
issued share capital, as at 30 April 2025:
Shareholder
Number of  
voting rights
% of voting rights
Alantra Asset Management
22,603,060
23.99%
Aberforth Partners
17,668,340
18.76%
M&G Investments
6,474,435
6.87%
Royal London Asset Management
6.395,006
6.79%
Artemis Investment Management
4,062,827
4.31%
BGF Investments
3,227,700
3.43%
Committees of the Board
The Board has established Audit, Nominations and Remuneration 
Committees. Details of these Committees, including membership, 
governance and their activities during 2024, are contained in the 
Governance section of this Annual Report and in the Remuneration 
report.
Stakeholder engagement
The Board’s engagement with various stakeholders is outlined on pages 
24 to 25 and page 56.
Companies Act 2006 disclosures
In accordance with Section 992 of the Companies Act 2006 the 
Directors disclose the following information:
–	 The Company’s capital structure and voting rights are summarised 
in note 4.3, and there are no restrictions on voting rights nor any 
agreement between holders of securities that result in restrictions 
on the transfer of securities or on voting rights. 
–	 The Company purchased and cancelled 7,922 of its own shares 
on 5 November 2024 and the Company holds no ordinary shares 
in treasury.
–	 There exist no securities carrying special rights with regard to the 
control of the Company. 
–	 Details of the substantial shareholders holding over 3% of the issued 
share capital and their shareholdings in the Company are listed 
in the table on the left.
–	 Shares awarded under the Company’s DBP are held in a nominee 
capacity by the Employee Benefit Trust (“EBT”). The Trustees of the 
EBT do not seek to exercise voting rights on shares held in the EBT. 
No voting rights are exercised in relation to shares unallocated 
to individual beneficiaries. 
–	 The rules concerning the appointment and replacement of Directors, 
amendment to the Articles of Association and powers to issue 
or buy back the Company’s shares are contained in the Articles 
of Association of the Company and the Companies Act 2006. 
–	 There exist no agreements to which the Company is party that may 
affect its control following a takeover bid. 
–	 There exist no agreements between the Company and its Directors 
providing for compensation for loss of office that may occur because 
of a takeover bid.
Articles of Association
The Company’s Articles of Association set out the rights of 
shareholders including voting rights, distribution rights, attendance 
at general meetings, powers of Directors, proceedings of Directors 
as well as borrowing limits and other governance controls. A copy 
of the Articles of Association can be requested from the Group 
Company Secretary.
Conflicts of interest
During the year no Director held any beneficial interest in any contract 
significant to the Company’s business, other than a contract of 
employment. The Company has procedures set out in the Articles 
of Association for managing conflicts of interest. Should a Director 
become aware that they, or their connected parties, have an interest 
in an existing or proposed transaction with the Group, they are required 
to notify the Board as soon as reasonably practicable.
Directors’ report continued

99
Corporate Governance
Financial Statements
Strategic Report
Political donations
Further to shareholder approval at the 2021 AGM empowering the Directors to make political donations, it is confirmed that no such donations were 
made in the year ended 31 December 2024. The Company’s policy is not to make political donations. A resolution is put to shareholders at the 2025 
AGM requesting to renew this existing authority that expires in May 2025.
Reporting requirements
The following sets out the location of additional information which forms part of the Directors’ report:
Reporting requirement
Comprising
Location
Strategic report
–	 An indication of the Group’s likely future business 
developments.
–	 An indication of the Group’s research and development 
activities.
–	 Information on the Group’s policies for the employment 
of disabled persons and employee involvement.
–	 The Group’s disclosures regarding greenhouse gas emissions.
Pages 2 to 45.
Non-financial information statement
–	 Environmental matters, employees, social matters, respect 
for human rights, anti-corruption and anti-bribery matters.
–	 Business model.
–	 Policies.
–	 Principal risks.
–	 Non-financial KPIs.*
Page 45.
Statement on corporate governance
–	 Review of the Board’s governance arrangements during 
the year.
–	 Review of the Board’s Committee’s arrangements during 
the year.
Pages 52 to 68.
Financial instruments
–	 Financial risk management objectives and policies of the Group.
–	 The exposure of the Group to foreign currency risk, interest rate 
risk, and liquidity risk.
Page 153.
Responsible business
–	 Explanation of our approach to business ethics, employees, 
community and the environment.
Pages 26 to 44.
Employee engagement statement
–	 Explanation of how the Directors have engaged with employees 
and taken them into account when making principal decisions.
Employee engagement and 
Stakeholder engagements section 
on page 56. 
Statement regarding fostering 
relationships with suppliers, 
customers and others
–	 Explanation of how the Directors have fostered the Company’s 
business relationships with suppliers, customers, employees 
and others, and taken each group into account when making 
principal decisions.
Section 172 statement on page 55.
Going concern
The Board has, as at the date of signing these financial statements determined that a material uncertainty exists over the going concern 
assumption, that may cast significant doubt on the Group’s ability to continue as a going concern, such that it may be unable to realise its assets 
and discharge its liabilities in the normal course of business. The full going concern and viability statement is outlined on pages 14 and 15.
*	 The Group uses APMs to aid the comparability of information between reporting periods and Divisions, by adjusting for certain items which impact upon IFRS measures, to aid the user 
in understanding the activity taking place across the Group’s businesses. APMs are used by the Directors and Management for performance analysis, planning, reporting and incentive purposes. 
Where relevant, further information on specific APMs is provided in the Glossary on page 181. The Group believes that these APMs, which are not considered to be a substitute for or superior 
to IFRS measures, provide stakeholders with additional helpful information and enable an alternative comparison of performance over time.

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Annual Report and Accounts 2024
Statement of Directors’ responsibilities in respect of the 
financial statements
The Directors are responsible for preparing the Annual Report and 
Accounts and the financial statements in accordance with applicable 
law and regulation.
Company law requires the directors to prepare financial statements 
for each financial year. Under that law the directors have prepared 
the group financial statements in accordance with UK-adopted 
international accounting standards and the parent company financial 
statements in accordance with United Kingdom Generally Accepted 
Accounting Practice (United Kingdom Accounting Standards, 
comprising FRS 101 “Reduced Disclosure Framework”, and 
applicable law).
Under company law, Directors must not approve the financial 
statements unless they are satisfied that they give a true and fair view 
of the state of affairs of the group and parent company and of the 
profit or loss of the group for that period. In preparing the financial 
statements, the directors are required to:
–	 Select suitable accounting policies and apply them consistently.
–	 State whether applicable UK-adopted international accounting 
standards have been followed for the group financial statements 
and United Kingdom Accounting Standards, comprising FRS 101 have 
been followed for the parent company financial statements, subject 
to any material departures disclosed and explained in the financial 
statements;
–	 Make judgements and estimates that are reasonable and prudent; 
and
–	 	Prepare the financial statements on the going concern basis unless 
it is inappropriate to presume that the group and the Parent 
Company will continue in business. 
The Directors are responsible for safeguarding the assets of the group 
and parent company and hence for taking reasonable steps for the 
prevention and detection of fraud and other irregularities.
The Directors are also responsible for keeping adequate accounting 
records that are sufficient to show and explain the group’s and parent 
company’s transactions and disclose with reasonable accuracy at any 
time the financial position of the group and parent company and enable 
them to ensure that the financial statements and the Directors’ 
Remuneration Report comply with the Companies Act 2006.
The Directors are responsible for the maintenance and integrity of the 
parent company’s website. Legislation in the United Kingdom governing 
the preparation and dissemination of financial statements may differ 
from legislation in other jurisdictions.
Post Balance Sheet events
On 9 April 2025 the Group sold its Amimon business, part of 
the Creative Solutions Division, for a gross cash consideration of 
$1.0 million (£0.8 million). In addition, Teradek LLC, also part of the 
Creative Solutions Division, received $2.3 million (£1.8 million) for 
entering into a licence agreement to grant Amimon a licence to use 
certain technology.
The Group obtained a covenant waiver for the February and March 
2025 covenant tests. See section 1 “Basis of preparation” for updates 
in relation to Amended Covenants and borrowing facilities. 
There were no other events after the Balance Sheet date that 
require disclosure.
Disclosure of information to the auditors
The Directors who held office at the date of approval of this Directors’ 
report confirm that, so far as they are each aware, there is no relevant 
audit information (as defined in Section 418(2) of the Companies Act 
2006) of which the Company’s auditors are unaware; and each Director 
has taken all the steps that they ought to have taken as a Director 
to make themselves aware of any relevant audit information and to 
establish that the Company’s auditors are aware of that information.
Responsibility Statement of the Directors in respect of the 
Annual Report and Accounts
Each of the Directors, whose names and functions are listed on page 48 
and 49 of the Annual Report and Accounts, confirm that, to the best 
of their knowledge:
–	 the financial statements, prepared in accordance with the applicable 
set of accounting standards, give a true and fair view of the assets, 
liabilities, financial position and profit or loss of the issuer and the 
undertakings included in the consolidation taken as a whole; and
–	 the Strategic report and Directors report (including the Governance 
report) include a fair review of the development and performance 
of the business and the position of the issuer and the undertakings 
included in the consolidation taken as a whole, together with 
a description of the principal risks and uncertainties they face.
Annual General Meeting (“AGM”)
The 2025 AGM will be held at 2.00pm on Monday, 16 June 2025 
at Hilton Syon Park, Park Road , Isleworth, TW8 8JF. 
The Company will be making use of the electronic voting facility 
provided by its registrars, Equiniti Limited. The facility includes 
CREST voting for members holding their shares in uncertificated form. 
For further information, please refer to the section on online services 
and electronic voting set out in the notes to the Notice of Meeting.
The notice of the AGM and an explanation of the resolutions to be 
put to the meeting are set out in the Notice of Meeting accompanying 
this Annual Report. The Board fully supports all the resolutions set out 
in the Notice and encourages shareholders to vote in favour of each 
of them as they intend to in respect of their own shareholdings. Voting 
at the AGM will be conducted by way of a poll and shareholders are 
encouraged to submit a completed proxy form in line with the 
Notice of AGM.
Auditor
PricewaterhouseCoopers LLP has expressed its willingness to continue 
in office as auditors and separate resolutions will be proposed at the 
2025 AGM concerning the reappointment of PricewaterhouseCoopers 
LLP and to authorise the Board to agree their remuneration.
The Directors’ report was approved and authorised for issue by 
the Board of Directors on 30 April 2025 and signed on its behalf by
Jon Bolton
Group Company Secretary 
30 April 2025
Directors’ report continued

Strategic Report
Corporate Governance
Financial Statements
101
Independent auditors’ report to the members  
of Videndum plc
Report on the audit of the financial statements
Opinion
In our opinion:
–	 Videndum plc’s Group financial statements and company financial statements (the “financial statements”) give a true and fair view of the state 
of the Group’s and of the company’s affairs as at 31 December 2024 and of the Group’s loss and the Group’s cash flows for the year then ended;
–	 the Group financial statements have been properly prepared in accordance with UK-adopted international accounting standards as applied in 
accordance with the provisions of the Companies Act 2006;
–	 the company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice 
(United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure Framework”, and applicable law); and
–	 the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements, included within the Annual Report and Accounts 2024 (the “Annual Report”), which comprise: the 
Consolidated and Company Balance Sheet as at 31 December 2024; the Consolidated Statement of Profit or Loss, the Consolidated Statement of 
Comprehensive Income/(Loss), the Consolidated and Company Statement of Changes in Equity and the Consolidated Statement of Cash Flows for 
the year then ended; and the notes to the financial statements, comprising material accounting policy information and other explanatory 
information.
Our opinion is consistent with our reporting to the Audit Committee.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under 
ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We believe that the 
audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We remained independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 
UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest entities, and we have fulfilled our other ethical responsibilities in 
accordance with these requirements.
To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical Standard were not provided.
Other than those disclosed in the Audit Committee Report, we have provided no non-audit services to the company or its controlled undertakings in 
the period under audit.
Material uncertainty related to going concern
In forming our opinion on the financial statements, which is not modified, we have considered the adequacy of the disclosure made in Section 1 to the 
financial statements concerning the Group’s and the company’s ability to continue as a going concern. 
The company relies on the overall performance of the Group to fulfil its liabilities and obligations in the foreseeable future. The Group has a Revolving Credit 
Facility ending in August 2026. The Group’s lenders have agreed to covenant amendments through to the end of the facility and to raise the RCF cap from 
the £129 million introduced through the December 2024 amendment process to £139 million for the remaining term of the RCF. This increase and the 
covenant amendments are conditional on the company raising at least £6 million in net proceeds from a fully underwritten share placing to existing 
and new shareholders on 30 April 2025. 
In both base case and severe but plausible scenarios, the Group must complete its planned refinancing or satisfy lenders with alternative 
deleveraging plan by October 2025 to avoid triggering an event of default. Under the severe but plausible scenario, multiple breaches of the Group’s 
covenants are forecast within 12 months from the approval of these financial statements, with limited headroom forecast in June 2025. 
Furthermore, under this scenario, without additional sources of funding or new measures to improve the liquidity situation the Group would have 
insufficient liquidity to operate from the first quarter of 2026.
These conditions, along with the other matters explained in Section 1 to the financial statements, indicate the existence of a material uncertainty 
which may cast significant doubt about the Group’s and the company’s ability to continue as a going concern. The financial statements do not 
include the adjustments that would result if the Group and the company were unable to continue as a going concern.
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the 
financial statements is appropriate.
Our evaluation of the directors’ assessment of the Group’s and the company’s ability to continue to adopt the going concern basis of accounting included:
–	 Evaluating the base case scenario for the Group and company going concern assessment, including the directors’ assumptions over the Group’s 
ability to increase profitability as a result of achieving operational efficiencies across several areas including obtaining the benefits from 
restructuring activities.
–	 Considered the Group’s short term cashflow forecasts and how these compare to the 2025 base case;
–	 Verifying the approach and calculations used by the directors to determine the assumptions used in the severe but plausible downside scenario, in 
particular over whether the assumptions over reduced sales were sufficiently severe and that operating profit margins were achievable.
–	 Reviewed the Group’s amended debt facility agreements and share placing agreement and considered the Group’s overall liquidity position and 
covenant compliance during the going concern period under both base and severe but plausible downside cases.

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Annual Report and Accounts 2024
Independent auditors’ report to the members  
of Videndum plc continued
In relation to the directors’ reporting on how they have applied the UK Corporate Governance Code, other than the material uncertainty identified 
in Section 1 to the financial statements, we have nothing material to add or draw attention to in relation to the directors’ statement in the financial 
statements about whether the directors considered it appropriate to adopt the going concern basis of accounting, or in respect of the directors’ 
identification in the financial statements of any other material uncertainties to the Group’s and the company’s ability to continue to do so over a period 
of at least twelve months from the date of approval of the financial statements.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Our audit approach
Overview
Audit scope
–	 We conducted full scope audits at 4 components for Group reporting purposes. In addition, we performed an audit of one or more financial 
statement line items at a further 16 components.
–	 The components on which audit procedures were performed together account approximately for 87% of Group revenue.
–	 As part of the Group audit supervision process, the Group engagement team met with and discussed the approach and results of audit procedures 
with component teams and reviewed a selection of audit files and final deliverables. In-person site visits to components in Italy and the US were 
also performed.
–	 The Group engagement team audited the company and other central functions including those covering the Group treasury operations, corporate 
taxation, post-retirement benefits, and certain goodwill and intangible asset impairment assessments. The Group engagement team also 
performed audit procedures over the Group consolidation and financial statements disclosures and performed Group level targeted risk 
assessment procedures over out of scope components.
–	 The Group engagement team performed substantive procedures over all of the material balances and transactions of the parent company.
Key audit matters
–	 Material uncertainty related to going concern (Group and parent)
–	 Impairment of goodwill and other intangible assets (Group)
–	 Deferred tax asset recoverability (Group)
–	 Inventory obsolescence provision – deviations from the standard calculation under Group accounting policies (Group)
–	 Recoverability of investment in subsidiary undertakings (parent)
Materiality
–	 Overall Group materiality: £1.1 million based on approximately 0.4% of revenue.
–	 Overall company materiality: £0.5 million based on 1% of total assets limited by the application of component materiality.
–	 Performance materiality: £0.7 million (Group) and £0.3 million (company).
The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements.

Strategic Report
Corporate Governance
Financial Statements
103
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the financial statements 
of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by the 
auditors, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the 
efforts of the engagement team. These matters, and any comments we make on the results of our procedures thereon, were addressed in the 
context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these 
matters.
In addition to going concern, described in the Material uncertainty related to going concern section above, we determined the matters described 
below to be the key audit matters to be communicated in our report. This is not a complete list of all risks identified by our audit.
Key audit matter
How our audit addressed the key audit matter
Impairment of goodwill and other intangible assets (Group)
Refer to Section 1 “Critical accounting judgements and key sources of 
estimation uncertainty” and note “3.1 Intangible assets”. 
The Group has significant goodwill arising from the acquisition of 
businesses and the carrying value is dependent on the financial 
performance of the cash generating units (CGUs) to which it relates. 
Goodwill allocated to each CGU is assessed for impairment annually 
and whenever there is a specific indicator of impairment. The carrying 
value of goodwill is required to be supported by the recoverable 
amount, the higher of value in use or the fair value less costs of 
disposal. 
The value in use model requires estimation of projected future cash 
flows and a number of estimates including discount rates, long-term 
growth rates and expected changes to revenue and operating margins 
during the forecast periods. 
In making such future assumptions, there is an inherent level of 
estimation uncertainty to consider. We determined there to be a 
significant audit risk that the carrying value of goodwill may not be 
supportable when compared to its recoverable amount. 
Management’s assessment concluded that the carrying value of the 
Media Solutions CGU and Production Solutions CGU exceeded their 
value in use by £14.9 million and £31.1 million respectively.
We obtained management’s impairment assessment which uses a value 
in use model. We tested the integrity of the Group’s model and assessed 
the allocation of goodwill and acquired intangibles, ensuring calculations 
were mathematically accurate.
We challenged the key assumptions used in the model to which the value 
was most sensitive, including the revenue growth and profit margin for 
each of the three CGUs.
We compared future cash flow performance to historic levels, as well 
as to industry forecasts as part of our assessment as to whether the 
planned performance was considered achievable.
We challenged the assumption within the forecasts that the business’s 
cash flows would be earned into perpetuity. 
We reviewed management’s sensitivity analysis and considered our own 
sensitivities to changes in key assumptions and underlying cash flows. 
With respect to the CGUs where goodwill was impaired, we considered 
management’s assessment of the fair value less costs of disposal model 
to ensure we agreed that the recoverable amount should be taken from 
the value in use calculations. 
We used our valuations auditor’s experts to assist us in our audit of the 
discount rate and long term growth rate used. 
We considered the adequacy of management’s disclosures with respect 
to the impairment assessment and the key sensitivities to their estimates. 
Based on the procedures performed, we noted no material issues arising 
from our work.
Deferred tax asset recoverability (Group)
Refer to Section 1 “Critical accounting judgements and key sources 
of estimation uncertainty” and note “2.4 Tax”. The Group recognises 
deferred tax assets relating to carried forward losses and other tax 
attributes in accordance with IAS 12 Income Taxes. 
Deferred tax assets are recognised to the extent it is probable that 
future taxable profit will be available against which the unused tax 
losses, unused tax credits and deductible temporary differences can 
be utilised. The recovery of the losses is dependent on the future 
profitability of Group entities based in the jurisdictions with those 
carried forward tax losses, most significantly in the United States 
of America. 
Management applied the same assumptions in the value in use 
impairment model to evaluate whether sufficient taxable profits 
are projected. Based on these forecasts the Group has released 
£62.6 million of deferred tax assets in the period.
We obtained the Group’s recoverability assessment for the deferred tax 
asset and checked the mathematical accuracy of the model. 
We utilised our tax specialists to test that the quantum of tax losses and 
other timing differences available was accurately determined, particularly 
in the United States of America where rules are more complex. 
We tested management’s forecasts supporting recoverability of 
amounts recognised as a deferred tax asset, ensuring consistency with 
the assumptions used in management’s other forecasts within the 
going concern assessment and impairment models and that any 
differences were adequately explained.
We considered in our review of disclosures whether the release was 
presented in the correct period. 
Based on the procedures performed we noted no material issues arising 
from our work.

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Annual Report and Accounts 2024
Independent auditors’ report to the members  
of Videndum plc continued
Key audit matter
How our audit addressed the key audit matter
Inventory obsolescence provision – deviations from the standard 
calculation under Group accounting policies (Group)
Refer to Section 1 “Critical accounting judgements and key sources of 
estimation uncertainty” and note “3.3 Working capital”. At 31 December 
2024, the Group held gross inventories of £126 million (FY23: £123.3 
million) against which a provision of £43.5 million (FY23: £28.8 million) 
had been recorded. 
During the year the Group has experienced additional challenges in 
managing inventory levels due to demand being less than planned. 
Certain areas of inventory provisioning under the Group’s accounting 
policy are more judgemental. 
These judgemental areas include items subject to return, current 
forecasts supporting significantly different sales compared with 
historic data, safety stock and other significant events which might 
make historic data unrepresentative of expected future sales. 
The quantum of the total inventory balance and the level of judgement 
involved to ensure that inventories are stated at the lower of cost and 
net realisable value made this an area of focus.
We obtained management’s inventory provision calculation and tested 
the mathematical accuracy of the provision based upon the provision 
methodology in place for that component. 
We assessed the appropriateness of the Group’s policy and challenged 
any manual adjustments to the provision made under the judgemental 
areas permitted by Group policy and tested a sample of these. 
We obtained management’s analysis and challenged the feasibility of 
the plans supporting the assumptions behind any manual adjustments. 
We considered the adequacy of the Group’s disclosures in relation to the 
value of inventory. 
Based on the procedures performed, we noted no material issues arising 
from our work.
Recoverability of investment in subsidiary undertakings (parent)
In the Notes to the company financial statements refer to note “h) 
Investments in subsidiary undertakings”. The parent company holds 
material investments in subsidiaries. 
Due to the Group’s trading performance in the period and market 
capitalisation, there was an indicator that these balances might 
be impaired Management assessed the carrying value of these 
investments using value in use models and concluded that an 
impairment of £364.3m should be recognised. 
Due to this assessment including assumptions about future 
performance which are judgemental in nature, we determined 
this to be a key area of focus.
We obtained management’s impairment assessment which uses a value 
in use model. 
We tested the integrity of the Group’s model ensuring calculations were 
mathematically accurate. 
We challenged the key assumptions used in the model to which the value 
was most sensitive, including the revenue growth and profit margin. 
We compared future cash flow performance to historic levels, as well 
as to industry forecasts as part of our assessment as to whether the 
planned performance was considered achievable. 
We challenged the assumption within the forecasts that the business’s 
cash flows would be earned into perpetuity. 
We used our valuations auditor’s experts to assist us in our audit of the 
discount rate and long term growth rate used. 
We considered the adequacy of management’s disclosures with respect 
to the impairment assessment. 
Based on the procedures performed, we noted no material issues 
arising from our work.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole, 
taking into account the structure of the Group and the company, the accounting processes and controls, and the industry in which they operate. The 
Group is structured across three divisions: Media Solutions, Production Solutions and Creative Solutions.
Based on our risk and materiality assessments, we determined which components required an audit of their complete financial information having 
considered the relative significance of each entity to the Group, locations with significant inherent risks and the overall coverage obtained over each 
material line item in the consolidated financial statements. We identified 4 components which, in our view, required an audit of their complete 
financial information, due to size or risk characteristics. In addition to the business units in full scope, we performed an audit of one or more account 
balances, classes of transactions or disclosures at 16 components, including revenue, cost of sales, expenses, trade and other receivables, other 
creditors, cash, inventory, property, plant and equipment, capitalised development costs and tax. We also tested manual journal entries. This ensured 
that appropriate audit procedures were performed to achieve sufficient coverage over these financial statement line items.
We used our local teams based in the United States and Italy to perform the relevant audit procedures over the overseas components that we have 
determined require audit procedures to be performed.
The Group consolidation, financial statement disclosures and corporate functions were audited by the Group audit team. This included our work over 
the consolidation, centrally recognised tax balances, goodwill, acquired intangibles, post-retirement benefits, share based payments, earnings per 
share and treasury related balances. We have also performed targeted risk assessment analytics over certain smaller and lower risk components 
that were not directly included in our Group audit scope. Our audit of the parent company financial statements was undertaken by the Group audit 
team and included substantive procedures over all material balances and transactions.
Our audit of the parent company financial statements was undertaken by the Group audit team and included substantive procedures over all 
material balances and transactions.

Strategic Report
Corporate Governance
Financial Statements
105
The impact of climate risk on our audit
Climate change is expected to present both risks and opportunities for the Group. Disclosure of the impact of climate change risk based on 
management’s current assessment is incorporated in the Task Force on Climate-related Financial Disclosures (‘TCFD’) section of the Annual Report. 
As part of our audit, we made enquiries of management to understand the extent of the potential impact of climate change on the Group’s business 
and the financial statements, including reviewing management’s climate change risk assessment which was prepared with the assistance of an 
external expert. Our procedures did not identify any material impact on our audit for the year ended 31 December 2024. We confirmed with 
management and the Audit Committee that the estimated financial impacts of climate change will be reassessed prospectively and our expectation 
is that climate change disclosures will evolve as the understanding of the actual and potential impacts on the Group’s future operations is 
established with greater certainty.
Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with 
qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual 
financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate on the financial 
statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Financial statements – Group
Financial statements – company
Overall materiality
£1.1 million.
£0.5 million.
How we determined it
approximately 0.4% of revenue
1% of total assets limited by the application 
of component materiality
Rationale for benchmark applied
We considered different benchmarks based on a 
number of profit measures and revenue. We 
considered revenue to better reflect the size of the 
business given the continued challenging 
performance of the Group in 2024 and decline in 
profitability against initial forecasts. Based on our 
professional judgement, we concluded that an 
amount of £1.1 million was appropriate representing 
approximately 0.4% of the Group’s revenue.
The company primarily holds intercompany 
receivables, investments in subsidiaries and debt. 
Accordingly we considered that total assets is the 
primary measure for shareholders when assessing 
the financial statements of the ultimate holding 
company of the Group.
For each component in the scope of our Group audit, we allocated a materiality that is less than our overall Group materiality. The range of 
materiality allocated across components was approximately £0.2 million to £0.6 million.
We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected 
misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of our audit and the nature and 
extent of our testing of account balances, classes of transactions and disclosures, for example in determining sample sizes. Our performance 
materiality was 62.5% of overall materiality, amounting to £0.7 million for the Group financial statements and £0.3 million for the company financial 
statements.
In determining the performance materiality, we considered a number of factors – the history of misstatements, risk assessment and aggregation 
risk and the effectiveness of controls – and concluded that an amount in the middle of our normal range was appropriate.
We agreed with the Audit Committee that we would report to them misstatements identified during our audit above £56,700 (Group audit) and 
£56,700 (company audit) as well as misstatements below those amounts that, in our view, warranted reporting for qualitative reasons.

Videndum plc
106
Annual Report and Accounts 2024
Independent auditors’ report to the members  
of Videndum plc continued
Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’ report thereon. 
The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, 
accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the 
other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be 
materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to 
conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. If, based on the 
work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have 
nothing to report based on these responsibilities.
With respect to the Strategic report and Directors’ report, we also considered whether the disclosures required by the UK Companies Act 2006 have 
been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as 
described below.
Strategic report and Directors’ report
In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and Directors’ report for the 
year ended 31 December 2024 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.
In light of the knowledge and understanding of the Group and company and their environment obtained in the course of the audit, we did not identify 
any material misstatements in the Strategic report and Directors’ report.
Directors’ Remuneration
In our opinion, the part of the Remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006.
Corporate governance statement
The Listing Rules require us to review the directors’ statements in relation to going concern, longer-term viability and that part of the corporate 
governance statement relating to the company’s compliance with the provisions of the UK Corporate Governance Code specified for our review. Our 
additional responsibilities with respect to the corporate governance statement as other information are described in the Reporting on other 
information section of this report.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate governance statement 
is materially consistent with the financial statements and our knowledge obtained during the audit, and, except for the matters reported in the 
section headed ‘Material uncertainty related to going concern’, we have nothing material to add or draw attention to in relation to:
–	 The directors’ confirmation that they have carried out a robust assessment of the emerging and principal risks;
–	 The disclosures in the Annual Report that describe those principal risks, what procedures are in place to identify emerging risks and an explanation 
of how these are being managed or mitigated;
–	 The directors’ statement in the financial statements about whether they considered it appropriate to adopt the going concern basis of accounting 
in preparing them, and their identification of any material uncertainties to the Group’s and company’s ability to continue to do so over a period of 
at least twelve months from the date of approval of the financial statements;
–	 The directors’ explanation as to their assessment of the Group’s and company’s prospects, the period this assessment covers and why the period 
is appropriate; and
–	 The directors’ statement as to whether they have a reasonable expectation that the company will be able to continue in operation and meet its 
liabilities as they fall due over the period of its assessment, including any related disclosures drawing attention to any necessary qualifications or 
assumptions.
Our review of the directors’ statement regarding the longer-term viability of the Group and company was substantially less in scope than an audit 
and only consisted of making inquiries and considering the directors’ process supporting their statement; checking that the statement is in 
alignment with the relevant provisions of the UK Corporate Governance Code; and considering whether the statement is consistent with the 
financial statements and our knowledge and understanding of the Group and company and their environment obtained in the course of the audit.
In addition, based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate governance 
statement is materially consistent with the financial statements and our knowledge obtained during the audit:
–	 The directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and understandable, and provides the 
information necessary for the members to assess the Group’s and company’s position, performance, business model and strategy;
–	 The section of the Annual Report that describes the review of effectiveness of risk management and internal control systems; and
–	 The section of the Annual Report describing the work of the Audit Committee.
We have nothing to report in respect of our responsibility to report when the directors’ statement relating to the company’s compliance with the 
Code does not properly disclose a departure from a relevant provision of the Code specified under the Listing Rules for review by the auditors.

Strategic Report
Corporate Governance
Financial Statements
107
Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial statements
As explained more fully in the Statement of Directors’ responsibilities in respect of the financial statements, the directors are responsible for the 
preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The 
directors are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free 
from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group’s and the company’s ability to continue as a going 
concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend 
to liquidate the Group or the company or to cease operations, or have no realistic alternative but to do so.
Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, 
whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not 
a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can 
arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic 
decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, 
outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of 
detecting irregularities, including fraud, is detailed below.
Based on our understanding of the Group and industry, we identified that the principal risks of non-compliance with laws and regulations related to 
health and safety at work requirements, and we considered the extent to which non-compliance might have a material effect on the financial 
statements. We also considered those laws and regulations that have a direct impact on the financial statements such as Companies Act 2006, 
listing rules and tax legislation in relevant jurisdictions. We evaluated management’s incentives and opportunities for fraudulent manipulation of the 
financial statements (including the risk of override of controls), and determined that the principal risks were related to the manipulation of reported 
results through the posting of inappropriate journal entries and management bias in accounting for key estimates and judgements. The Group 
engagement team shared this risk assessment with the component auditors so that they could include appropriate audit procedures in response to 
such risks in their work. Audit procedures performed by the Group engagement team and/or component auditors included:
–	 Discussions with management, Internal Audit and internal legal counsel, including consideration of known or suspected instances of non-
compliance with laws and regulation and fraud;
–	 Assessment of matters reported to the Board, including those raised through the Group’s whistleblowing helpline;
–	 Challenging management’s significant judgements and estimates, in particular those relating to the carrying value of goodwill and other 
intangible assets, the inventory obsolescence provision, the value of the parent company investment in subsidiaries and the valuation of the 
deferred tax asset;
–	 Reviewing minutes of meetings of those charged with governance including the Board and Audit Committee meetings; and
–	 Identifying and testing journals, in particular journal entries posted with unexpected account combinations.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws 
and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a 
material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, 
for example, forgery or intentional misrepresentations, or through collusion.
Our audit testing might include testing complete populations of certain transactions and balances, possibly using data auditing techniques. 
However, it typically involves selecting a limited number of items for testing, rather than testing complete populations. We will often seek to target 
particular items for testing based on their size or risk characteristics. In other cases, we will use audit sampling to enable us to draw a conclusion 
about the population from which the sample is selected.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/
auditorsresponsibilities. This description forms part of our auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with Chapter 3 of Part 16 of 
the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to 
any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

Videndum plc
108
Annual Report and Accounts 2024
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
–	 we have not obtained all the information and explanations we require for our audit; or
–	 adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from branches not 
visited by us; or
–	 certain disclosures of directors’ remuneration specified by law are not made; or
–	 the company financial statements and the part of the Annual Report on Remuneration to be audited are not in agreement with the accounting 
records and returns.
We have no exceptions to report arising from this responsibility.
Appointment
Following the recommendation of the Audit Committee, we were appointed by the members on 19 June 2024 to audit the financial statements for 
the year ended 31 December 2024 and subsequent financial periods. This is therefore our first year of uninterrupted engagement.
Other matter
The company is required by the Financial Conduct Authority Disclosure Guidance and Transparency Rules to include these financial statements in an 
annual financial report prepared under the structured digital format required by DTR 4.1.15R – 4.1.18R and filed on the National Storage Mechanism 
of the Financial Conduct Authority. This auditors’ report provides no assurance over whether the structured digital format annual financial report 
has been prepared in accordance with those requirements.
 
Jennifer Dickie (Senior Statutory Auditor) 
for and on behalf of PricewaterhouseCoopers LLP 
Chartered Accountants and Statutory Auditors 
London
30 April 2025
Independent auditors’ report to the members  
of Videndum plc continued

Strategic Report
Corporate Governance
Financial Statements
109

Videndum plc
110
Annual Report and Accounts 2024
Introduction and table of contents
Primary Statements	
	
Consolidated Statement of Profit or Loss
111
	
Consolidated Statement of Comprehensive Income/(Loss)
112
	
Consolidated Balance Sheet
113
	
Consolidated Statement of Changes in Equity
114
	
Consolidated Statement of Cash Flows
115
Section 1 – Basis of Preparation
116
Section 2 – Results for the Year
121
2.1	 Loss before tax (including segmental information)
121
2.2	 Adjusting items
125
2.3	 Net finance expense
128
2.4	 Tax
129
2.5	 Earnings per share
134
Section 3 – Operating Assets and Liabilities
136
3.1	 Intangible assets
136
3.2	 Property, plant and equipment
139
3.3	 Working capital
141
3.4	 Discontinued operations and non-current assets classified as held for sale
144
3.5	 Provisions
146
3.6	 Leases
147
3.7	 Acquisitions
149
Section 4 – Capital Structure
150
4.1	 Net debt
150
4.2	 Financial instruments
153
4.3	 Share capital and reserves
160
Section 5 – Other Supporting Notes
162
5.1	 Employees
162
5.2	 Pensions
163
5.3	 Share-based payments
167
5.4	 Contingent liabilities
169
5.5	 Related party transactions
170
5.6	 Group investments
170
5.7	 Subsequent events
172
Videndum plc Company Financial Statements
	
 Company Balance Sheet
173
	
 Company Statement of Changes in Equity
174
	
 Notes to the Company Financial Statements
175
Glossary of Alternative Performance Measures	
181
Five Year Financial Summary
187
Shareholder Information and Financial Calendar
188
Each section sets out the accounting policies applied in producing these financial statements together 
with any critical accounting judgements and key sources of estimation uncertainty used. Text boxes 
provide an introduction to each section.

Strategic Report
Corporate Governance
Financial Statements
111
Notes
2024
£m
2023
£m
Continuing operations 
Revenue 
 2.1 
 283.6 
 306.9 
Cost of sales 
 (189.1) 
 (193.0) 
Gross profit1 
 94.5 
 113.9 
Other income1 
 0.9 
 0.7 
Operating expenses 
 2.1/2.2 
 (191.9) 
 (119.3) 
Operating loss 
 2.1 
 (96.5) 
 (4.7) 
Comprising 
–	Adjusted operating (loss)/profit 
 (18.2) 
 13.3 
–	Adjusting items in operating loss 
 2.2 
 (78.3) 
 (18.0) 
Finance income 
 3.3 
 2.4 
Finance expense 
 (10.2) 
 (16.5) 
Net Finance expense 
 2.3 
 (6.9) 
 (14.1) 
Loss before tax 
 (103.4) 
 (18.8) 
Comprising 
–	Adjusted (loss)/profit before tax 
 (25.0) 
 1.8 
–	Adjusting items in loss before tax 
 2.2 
 (78.4) 
 (20.6) 
Taxation 
 2.4 
 (43.6) 
 6.7 
Loss for the year from continuing operations
 (147.0) 
 (12.1) 
Loss for the year from discontinued operations 
 3.4 
–
 (66.0) 
Loss for the year attributable to owners of the parent 
 (147.0) 
 (78.1) 
Earnings per share from continuing operations 
Basic earnings per share 
 2.5 
 (155.8)p 
 (24.4)p 
Diluted earnings per share 
 2.5 
(155.8)p 
 (24.4)p 
Earnings per share from total operations 
Basic earnings per share 
 2.5 
(155.8)p 
 (157.5)p 
Diluted earnings per share 
 2.5 
(155.8)p 
 (157.5)p 
1	 For the year ended 31 December 2023, other income of £0.7 million was included within gross profit.
Consolidated Statement of Profit or Loss
For the year ended 31 December 2024

Videndum plc
112
Annual Report and Accounts 2024
Notes
2024
£m
2023
£m
Loss for the year
 (147.0) 
 (78.1) 
Other comprehensive income/(loss):
Items that will not be reclassified subsequently to profit or loss:
Remeasurements of defined benefit obligation, net of tax
5.2
 (0.3) 
 0.1 
Items that are or may be reclassified subsequently to profit or loss:
Currency translation differences on foreign currency subsidiaries
 (1.5) 
 (12.2) 
Net investment hedges – net loss
 (2.0) 
–
Fair value of cash flow hedges reclassified to the Income Statement
 (4.6) 
 (4.2) 
Effective portion of changes in fair value of cash flow hedges
 1.2 
 2.9 
Tax associated with changes in cash flow hedges
 0.9 
 0.3 
Other comprehensive loss, net of tax
 (6.3) 
 (13.1) 
Total comprehensive loss for the year attributable to owners of the parent
 (153.3) 
 (91.2) 
Consolidated Statement of Comprehensive Income/(Loss)
For the year ended 31 December 2024

Strategic Report
Corporate Governance
Financial Statements
113
Consolidated Balance Sheet
As at 31 December 2024
Notes 
2024
£m
2023
£m
Assets 
Non-current assets 
Intangible assets 
 3.1 
 99.7 
 152.6 
Property, plant and equipment 
 3.2 
 48.6 
 56.4 
Employee benefit asset 
 5.2 
 4.1 
 4.2 
Trade and other receivables 
 3.3 
 4.5 
 5.2 
Derivative financial instruments 
 4.2 
 – 
 2.3 
Non-current tax assets 
 2.4 
 – 
 3.1 
Deferred tax assets 
 2.4 
 0.7 
 55.4 
Total non-current assets 
 157.6 
 279.2 
Current assets 
Inventories 
 3.3 
 82.5 
 94.5 
Contract assets 
 3.3 
 0.5 
 1.8 
Trade and other receivables 
 3.3 
 38.7 
47.3 
Derivative financial instruments 
 4.2 
 0.8 
 1.8 
Current tax assets 
 2.4 
 8.9 
 5.7 
Cash and cash equivalents 
 4.1 
 57.3 
 8.7 
Total current assets 
 188.7 
 159.8 
Assets of the disposal group classified as held for sale 
 3.4 
 – 
 12.3 
Total assets 
 346.3 
 451.3 
Liabilities 
Current liabilities 
Bank overdrafts 
 4.1 
 44.4 
 4.0 
Interest-bearing loans and borrowings 
 4.1 
 0.2 
 0.2 
Lease liabilities 
 4.1 
 8.2 
 5.6 
Contract liabilities 
 3.3 
 4.2 
 2.1 
Trade and other payables 
 3.3 
 43.7 
 42.8 
Derivative financial instruments 
 4.2 
 0.3 
 0.1 
Current tax liabilities 
 2.4 
 6.6 
 7.8 
Provisions 
 3.5 
 11.2 
 3.1 
Total current liabilities 
 118.8 
 65.7 
Non-current liabilities 
Interest-bearing loans and borrowings 
 4.1 
 114.2 
 99.0 
Lease liabilities 
 4.1 
 23.3 
 28.4 
Other payables 
 3.3 
 0.8 
 1.2 
Employee benefit liabilities 
 5.2 
 2.5 
 2.9 
Provisions 
 3.5 
 0.7 
 0.8 
Deferred tax liabilities 
 2.4 
 0.1 
 11.2 
Total non-current liabilities 
 141.6 
 143.5 
Liabilities of the disposal group classified as held for sale 
 3.4 
 – 
 4.6 
Total liabilities 
 260.4 
 213.8 
Net assets 
 85.9 
 237.5 
Equity
Share capital 
 18.9 
 18.9 
Share premium 
 133.7 
 133.7 
Translation reserve 
 (16.5) 
 (13.0) 
Capital redemption reserve 
 1.6 
 1.6 
Cash flow hedging reserve 
 0.4 
 2.9 
Retained earnings 
 (52.2) 
 93.4 
Total equity 
 4.3 
85.9 
 237.5 
Approved and authorised for issue by the Board of Directors on 30 April 2025 and signed on its behalf by:
Stephen Harris  
Chairman 

Videndum plc
114
Annual Report and Accounts 2024
Notes
Share 
capital 
£m
Share 
premium 
£m
Translation 
reserve 
£m
Capital 
redemption 
reserve 
£m
Cash flow 
hedging 
reserve 
£m
Retained 
earnings 
£m
Total  
equity 
£m
Balance at 1 January 2023
 9.4 
 24.3 
 (0.8) 
 1.6 
 3.9 
 185.3 
 223.7 
Loss for the year
 – 
 – 
 – 
 – 
 – 
 (78.1) 
 (78.1) 
Other comprehensive (loss)/income for the year
 – 
 – 
 (12.2) 
 – 
 (1.0) 
 0.1 
 (13.1) 
Total comprehensive loss for the year
 – 
 – 
 (12.2) 
 – 
 (1.0) 
 (78.0) 
 (91.2) 
Contributions by and distributions to owners
Dividends paid
4.3
 – 
 – 
 – 
 – 
 – 
 (11.6) 
 (11.6) 
Own shares purchased
 – 
 – 
 – 
 – 
 – 
 (3.7) 
 (3.7) 
Own shares sold
 – 
 – 
 – 
 – 
 – 
 1.2 
 1.2 
New shares issued, net of costs
 9.5 
 109.4 
 – 
 – 
 – 
 (0.8) 
 118.1 
Share-based payment charge, net of tax
 – 
 – 
 – 
 – 
 – 
 1.0 
 1.0 
Balance at 31 December 2023 and 1 January 2024
 18.9 
 133.7 
 (13.0) 
 1.6 
 2.9 
 93.4 
 237.5 
Loss for the year
 – 
 – 
 – 
 – 
 – 
 (147.0) 
 (147.0) 
Other comprehensive loss for the year
 – 
 – 
 (3.5) 
 – 
 (2.5) 
 (0.3) 
 (6.3) 
Total comprehensive loss for the year
 – 
 – 
 (3.5) 
 – 
 (2.5) 
 (147.3) 
 (153.3) 
Contributions by and distributions to owners
Own shares purchased
 – 
 – 
 – 
 – 
 – 
 (0.5) 
 (0.5) 
Share-based payment charge, net of tax
 – 
 – 
 – 
 – 
 – 
 2.2 
 2.2 
Balance at 31 December 2024
 18.9 
 133.7 
 (16.5) 
 1.6 
 0.4 
 (52.2) 
 85.9 
Consolidated Statement of Changes in Equity
For the year ended 31 December 2024

Strategic Report
Corporate Governance
Financial Statements
115
Notes
2024
£m
2023
£m
Cash flows from operating activities 
Loss for the year 
 (147.0) 
 (78.1) 
Adjustments for: 
Net finance expense 
 6.9 
 14.5 
Taxation 
 43.6 
 (2.6) 
Depreciation 
 13.2 
 14.4 
Impairment of fixed assets 
 3.1/3.2 
 61.1 
 53.8 
Amortisation of intangible assets 
 11.6 
 14.0 
Net loss on disposal of property, plant and equipment and software 
 0.3 
 0.3 
Fair value losses/(gains) on derivative financial instruments 
 0.1 
 (0.2) 
Foreign exchange losses 
 0.1 
 – 
Share-based payment charge 
 2.2 
 1.5 
Retention bonuses 
 0.2 
 1.7 
Loss on disposal of business before tax 
 – 
 1.0 
Cash (used in)/from operating activities before changes in working capital, including provisions 
 (7.7) 
 20.3 
Decrease in inventories 
 12.5 
 7.6 
Decrease in trade receivables 
 8.2 
 16.3 
Decrease in other receivables and contract assets 
 2.9 
 0.7 
Increase/(decrease) in trade payables 
 1.2 
 (20.5) 
Decrease in other payables and contract liabilities 
 (0.9) 
 (12.3) 
Increase/(decrease) in provisions 
 6.3 
 (2.3) 
Cash generated from operating activities 
 22.5 
 9.8 
Interest paid1
 (10.3) 
 (15.4) 
Tax received/(paid) 
 0.5 
 (10.5) 
Net cash from/(used in) operating activities
 12.7 
 (16.1) 
Cash flows from investing activities 
Interest received 
 0.2 
 – 
Proceeds from sale of property, plant and equipment and software 
 2.7 
 0.2 
Purchase of property, plant and equipment 
 (7.9) 
 (4.8) 
Purchase of software and payment of development costs 
 (7.6) 
 (13.7) 
Acquisition of businesses, net of cash acquired 
 3.7 
 – 
 (1.6) 
Disposal of business 
 3.4 
 – 
 (0.9) 
Net cash used in investing activities 
 (12.6) 
 (20.8) 
Cash flows from financing activities 
Proceeds from the issue of shares, net of costs 
 – 
 118.1 
Proceeds from the sale of own shares 
 – 
 1.2 
Own shares purchased 
 (0.5) 
 (3.7) 
Principal lease repayments1
 (6.1) 
 (6.7) 
Repayment of interest-bearing loans and borrowings 
 (231.1) 
 (313.9) 
Borrowings from interest-bearing loans and borrowings 
 244.7 
 240.0 
Dividends paid 
 – 
 (11.6) 
Net cash from financing activities 
 7.0 
 23.4 
Increase/(decrease) in cash and cash equivalents 
 4.1 
 7.1 
 (13.5) 
Cash and cash equivalents at 1 January 
 4.7 
 15.8 
Effect of exchange rate fluctuations on cash held 
 4.1 
 1.1 
 2.4 
Cash and cash equivalents and overdrafts at 31 December 
 4.1 
 12.9 
 4.7 
1	 Total cash outflow for leases is £7.6 million (2023: £8.2 million) of which £1.5 million (2023: £1.5 million) relates to interest and £6.1 million (2023: £6.7 million) to principal lease repayments.	
For the year ended 31 December 2023, the statement of cash flows of discontinued operations is presented in note 3.4 “Discontinued operations and non-current assets classified as held for sale”.
Consolidated Statement of Cash Flows
For the year ended 31 December 2024

Videndum plc
116
Annual Report and Accounts 2024
This section sets out the Group’s accounting policies that relate to the consolidated financial statements as a whole. Where an accounting 
policy is specific to one note, the policy is described in the note to which it relates.
Videndum plc (“the Company”) is a public company limited by shares incorporated in the United Kingdom under the Companies Act. The Company 
is registered in England and Wales and its registered address is William Vinten Building, Easlea Road, Bury St Edmunds, IP32 7BY, United Kingdom. 
The registered address was changed from Bridge House, Heron Square, Richmond, TW9 1EN on 20 December 2024. The consolidated financial 
statements of the Company as at and for the year ended 31 December 2024 comprise the Company and its subsidiaries (together referred to 
as “the Group”).
The Group’s consolidated financial statements have been prepared in accordance with UK-adopted International Accounting Standards and with 
the requirements of the Companies Act 2006 as applicable to companies reporting under those standards, and have been approved by the Directors.
The consolidated financial statements are principally prepared on the basis of historical cost. Areas where other bases are applied are identified 
in the accounting policy outlined in the relevant note.
Climate change risks and opportunities, as detailed in TCFD on pages 30 to 45, were considered together with the Board approved budget, the 
strategy, and Management cash flow projections. The budget and cash flow projections have been utilised in the assessment of the carrying value 
of assets, impairment of CGUs and goodwill, and the going concern and viability assessment.
In reporting financial information, the Group presents Alternative Performance Measures (“APMs”) which are not defined or specified under 
the requirements of International Financial Reporting Standards (“IFRS”). The Group believes that these APMs, which are not considered to be 
a substitute for or superior to IFRS measures, provide stakeholders with additional helpful information and enable an alternative comparison 
of performance over time. A glossary on pages 181 to 186 provides a comprehensive list of APMs that the Group uses, including an explanation 
of how they are calculated, why they are used and how they can be reconciled to a statutory measure where relevant.
The Company has elected to prepare its parent company financial statements in accordance with Financial Reporting Standard 101 Reduced 
Disclosure Framework (“FRS 101”).
Going concern
Background and context
As outlined in the 2023 Annual Report the financial year ended 31 December 2023 was an exceptionally challenging year for Videndum. This 
operating environment continued into the first half of 2024 as market conditions remained difficult, albeit with some sign of improvement, with 
some post-strike recovery in the cine and scripted TV market. Against this backdrop, the business continued to take robust actions, focusing on 
managing costs tightly, controlling expenditure and working capital in addition to renegotiating its committed RCF (as outlined below). 
At the end of first half 2024 there was an expectation of recovery in the second half across all three primary markets of independent content 
creator, cine and scripted TV and broadcast, but this recovery has been much slower than anticipated. The ICC segment was sluggish throughout the 
year, impacted by macroeconomic factors including high interest rates, inflation and weakened consumer confidence. Cine revenues grew but were 
lapping the strike impacted period in the previous year and in the Broadcast market where, other than the uplift in revenue from the Paris Summer 
Olympics, revenue declined year-on-year through a combination of news budgets being redirected to war-coverage or cut significantly, with the 
demand uptick from the US Presidential election being much less pronounced than anticipated. 
In the final quarter of 2024 and in response to the weaker macroeconomic environment the business prioritised actions within its control, focusing 
on an operational efficiency programme to drive performance cost saving. This was focused on four key areas (i) reinstating pricing discipline; (ii) 
improving operational efficiency; (iii) driving gross margin expansion; and (iv) reducing discretionary spend. A number of restructuring and cost 
saving actions were announced including headcount reductions associated with reducing divisional management and regional head office structures 
as well as the relocation of assembly and manufacturing from the UK Bury St Edmonds site to the Feltre site in Northern Italy and Cartago, Costa 
Rica. A review of procurement, purchasing and supply chain structures also identified savings. Together this led to the business increasing its stated 
aim of £10 million of cost savings to c.£15 million in 2025 with the annualised impact rising to c.£18 million. After failing to secure a credible offer 
for the Amimon research operation in Israel during 2024, the business was to be closed in 2025, but subsequently was sold in April 2025, with the 
intellectual property moved to the US Teradek business. Gross cash proceeds of £2.6 million were realised together with savings from the avoidance 
of operating and closure costs. Linked to these initiatives, headcount, on a full-time equivalent basis, fell from 1,641 at the end of 2023 to 1,507 at the 
end of 2024 and, with most of the restructuring activities completing in 2025, is forecast to fall to c.1.380 by the end of 2025, a reduction of 16% over 
two years. 
Borrowing facilities and financial position at 31 December 2024 and at April 2025 
The Group has a committed £150 million Multicurrency Revolving Credit Facility (“RCF”) with a syndicate of lenders and a term until 14 August 2026 
(see note 4.1 “Net Debt”). Previously the RCF had been committed at £200 million with maturity at 14 February 2026, but in the second quarter 
of 2024, a six-month extension was negotiated for a £50 million reduction in commitment and improved lending covenants. 
Whilst June 2024 and September 2024 covenant thresholds were met, the slower pace of recovery in the second half of 2024 led to the request for 
an amendment to the December 2024 covenants. This was granted on 13 December 2024 with leverage raised to less than 5.5x (originally <3.25x) 
and interest cover reduced to more than 1.25x (originally >3.0x). Certain additional conditions were placed on the Group during this process including 
the introduction of a new February 2025 covenant and the requirement for lender consent to increase drawn RCF above £129 million. 
Subsequent to the end of 2024 the amended December covenant tests were met and both the February 2025 and March 2025 covenant tests 
waived. The Group has successfully negotiated amended covenants (“the Amended Covenants”) through to the end of the facility in August 2026. 
Leverage and interest cover will be tested only for December 2025, March 2026 and June 2026 with, at each test date, leverage (net debt:EBITDA) 
to be no higher than 6x and interest cover (EBITA:net interest) of at least 1x. 
A trailing last twelve month (“LTM”) EBITDA covenant will apply for two quarters with LTM EBITDA to be at least £5 million at the end of June 2025 
and at least £6 million at the end of September 2025. In addition, throughout the remaining term of the RCF, a weekly tested minimum liquidity 
covenant will be place, starting at £7.5 million, before falling to £5 million from 1st September 2025. Minimum liquidity has been defined as cash 
Section 1
Basis of Preparation

Strategic Report
Corporate Governance
Financial Statements
117
at bank, net of overdrafts, plus available undrawn RCF up to the cap at which lender consent is required. This cap has been raised from the 
£129 million introduced through the December amendment process, to £139 million for the remaining term of the RCF. The Amended Covenants are 
conditional on the Company raising at least £6 million in net proceeds from a fully underwritten placing of new ordinary shares which was announced 
on 30 April 2025. 
The Group is actively seeking to fully or partially refinance its RCF, potentially by accessing private credit funds, before its first half 2025 results 
are announced at the end of September. The intention is to secure funding that stabilises the Group’s borrowing position and ensures sufficient 
long-term liquidity to enable the business to execute its strategy and return to growth. As part of the Amended Covenants, existing RCF lenders 
have a right to exert more influence over the Group, including in the extreme, triggering an event of default, should the Group fail to complete the 
refinancing or agree an alternative deleveraging plan with lenders by October 2025. These and previous amendments to the RCF preclude the Board 
from declaring a dividend and restrict factoring to £15 million. Costs incurred to date in 2025 in preparation for the planned refinancing, in addition 
to costs to restructure the RCF, total £5.4 million.
Trading update for the first quarter of 2025 
Notwithstanding order demand at the start of the calendar year is seasonally lower than in other months of the year, 2025 has had a soft start and 
was slower than expected. In part this was due to the cine market in the US being impacted by the Los Angeles fires and some further de-stocking 
in the distribution channels. Order demand, on a constant currency basis for the first quarter was slightly below expectations, at 5% below Budget, 
albeit strengthening month by month. Due to a higher proportion of orders than normal being received close to the end of the quarter, it was not 
possible to fulfil and recognise revenue on these orders before the quarter close. Accordingly, the first quarter revenue and operating profit shortfall 
to Budget was greater than that for orders. 
Going Concern Assessment 
These Financial Statements have been prepared on a going concern basis. The Board has considered the future trading and cash flow forecasts 
over a period of 12 months from the approval date of these Financial Statements and believes that available liquidity will be sufficient to enable 
the Group to meet its liabilities as they fall due. Furthermore, the Board believes that the Amended Covenants will be met and that the business 
will successfully refinance prior to the end of September 2025. 
The Board has conducted a thorough evaluation of the going concern assumption and has modelled both a base case and a severe but plausible 
downside scenario that reflects a prolonged period of weak demand. Notwithstanding the planned refinance, both financial projections reflect 
current borrowings and related terms, the Amended Covenants and net proceeds from the share placing. 
Base Case 
The base case includes the Board approved 2025 Budget and forecast for the four months ended April 2026 adjusted downwards to reflect trading 
through to the end of March 2025 and the expectation of April 2025 performance. Representing a year-on-year revenue decline of 5% in 2025, the 
base case is weaker than the management’s target of flat year-on-year revenue. In the first four months of 2026 revenue growth rises to high single 
digit as a slow start to demand in 2025 is lapped.
The Base Case incorporates a modest recovery in the cine and scripted TV segment, but with activity levels that fall considerably short of the those 
seen in 2022. Demand for Videndum products in this segment are forecast to exhibit low single-digit growth. Whereas in the Broadcast market 
headwinds from a declining news sector are expected to be matched by growth in sports broadcasting such that for Videndum revenues, excluding 
the Olympics impact, are set to be initially flat before benefiting in the latter period of the forecast from new product introductions. For the ICC 
market, demand is expected to recover to low single digit growth through the assessment period. 
Base case gross margin is set to rise to c.40% for 2025, benefiting from additional volumes, improved pricing, realisation of restructuring benefits 
from announced initiatives and procurement savings. For the remaining four month period of the forecast period gross margin is set to fall 
marginally compared to the 2025 average due to seasonally lower volumes impacting operating leverage of indirect costs. 
Throughout the assessment period the Group has headroom over covenants and sufficient liquidity with the lowest point being in April 2026, with 
steadily improving headroom thereafter. Headroom over leverage and interest cover covenants is limited following their reintroduction in December 
2025. 
Severe but plausible downside assessment 
In this scenario, the Board has modelled a slower than expected recovery in the cine and scripted TV market combined with lower growth and weaker 
take-up rates for new product introductions. The net impact on forecast revenue being a reduction versus the base case of 8% in 2025 such that 
revenue is 13% lower than that achieved in 2024. Revenue in the first four months of 2026 growing mid-single digit including both the benefit of 
fulfilling Winter Olympic contracts and a subdued 2025 comparative. 
The loss of operational leverage from lower volumes combined with an assumed reduced benefit from pricing and procurement savings leads 
to gross margin c.300bps weaker across the forecast period under the severe but plausible downside case. 
The mitigations modelled in this scenario beyond the restructuring activity anticipated in the base case are limited to targeting discretionary spend 
that can be stopped quickly and with negligible impact on revenue in the assessment period. Cost savings would be achieved through a recruitment 
freeze on backfilling vacancies, and lower variable pay in line with lower financial performance. Further permanent headcount restructuring has not 
been considered given the time required to consult with employees and unions and the time necessary for cash benefits to exceed the cost of 
implementation. 
Considering the above assumptions and judgements, the severe but plausible scenario foresees a series of covenant breaches. The June 2025 LTM 
covenant has limited headroom and the September 2025 LTM EBITDA covenant would be breached, as would the December 2025, March 2026 and 
June 2026 leverage and interest cover covenants. Additional liquidity would be required from January 2026 in order to meet the minimum liquidity 
covenant and for the period to February 2026 this additional liquidity requirement would be within the £11 million headroom between the liquidity 
cap and maximum borrowings under the RCF. For the period March 2026 onwards the liquidity requirement would exceed amounts committed under 
the RCF such the business would need to seek alternative sources of funding to meet both the minimum liquidity covenant as well as having 
sufficient liquidity to enable the Group to meet its liabilities as they fall due. 

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Material Uncertainty 
Whilst there is headroom over the covenants linked to trading in the base case, the Group must, in all scenarios, complete its planned refinancing 
or satisfy lenders with an alternative deleveraging plan by October 2025, in order to avoid triggering an event of default under its RCF. The Board is 
confident based on preparations and progress to date that either a refinancing will be completed or a satisfactory de-leveraging plan will be agreed 
with lenders.
As a result of the financial projections, under the severe but plausible scenario, multiple breaches of the Group’s covenants are forecast within 
12 months from the approval of these financial statements. Furthermore, without additional sources of funding or new measures to improve the 
liquidity situation the business would have insufficient liquidity to operate from the first quarter of 2026. 
If a covenant breach occurred, or additional liquidity beyond the liquidity cap be required, the Group would enter into negotiation with lenders 
as it has done in the past. However, as would be the case in any liquidity or covenant amendment request, funding to the Group could be withdrawn 
and additional liquidity or covenant relief not granted. 
Should the severe but plausible scenario come to pass, and absent additional management mitigating actions, it could jeopardise the ability for the 
Group to successfully complete its planned refinancing prior to the end of September 2025. This could potentially mean the lenders exercising their 
right to default the RCF in October 2025 if a satisfactory agreement could not be reached to deleverage the Group. 
In April 2025 a series of significant, additional tariffs to be applied to goods entering the United States were announced. A number of countries 
applied retaliatory tariff increases on the US who subsequently suspended application of some of the additional tariffs. The Group sells its market 
leading products throughout the world, including in the US, with components sourced from around the world, including from China. It also has US 
based manufacturing and assembly plants that serve countries outside of the United States and faces competition from Chinese origin products. 
Given the uncertain nature of the situation and not least the potential for a negative impact on the world economy from globally higher tariffs, 
the financial projections have not been adjusted for the latest tariff developments. Nevertheless, it is recognised by the Board that both risk and 
opportunity exist. 
The Board has concluded that these financial projections together with the risk of a negative tariff related outcome and the inherent difficulty in 
predicting the terms and timing of a refinance, or deleveraging plan should a refinance not occur, do indicate the existence of a material uncertainty 
which may cast significant doubt over the Group’s ability to continue as going concern. The Financial Statements do not include the adjustments 
that would result if the Group were unable to continue as a going concern.
The results for the full year 2023 and half year 2024 also indicated the existence of a material uncertainty. 
Basis of consolidation
Subsidiaries are entities that are controlled by the Group. Control exists when the Group has the rights to variable returns from its involvement with 
an entity and has the ability to affect those returns through its power over the entity. The results of subsidiaries sold or acquired during the year are 
included in the consolidated financial statements up to, or from, the date that control exists.
Foreign currencies
The consolidated financial statements are presented in Sterling which is the functional currency of Videndum Plc. The functional currency of the 
Group’s subsidiaries are generally that of the local country. 
Foreign currency transactions are usually translated into the functional currency using the exchange rates at the dates of the transactions. 
For practical reasons, if exchange rates do not fluctuate significantly, a rate that approximates the actual rate at the date of the transaction may 
be used for all transactions in each foreign currency occurring during that period.
Foreign currency monetary assets and liabilities are translated at the year-end exchange rate.
Where there is a movement in the exchange rate between the date of the transaction and the settlement of such transactions, and from the 
translation of monetary assets and liabilities denominated in foreign currencies at year-end exchange rates, a currency translation gain or loss may 
arise. Any such differences are recognised in Profit or Loss.
Non-monetary assets and liabilities measured at historical cost are translated at the exchange rate on the day of the transaction, unless they are 
stated at fair value in which case they are translated at the exchange rate on the day the fair value was determined.
The assets and liabilities of overseas subsidiaries, including goodwill and fair value adjustments arising on consolidation, are translated at the 
year-end exchange rate. The revenues and expenses of these subsidiaries are translated at the weighted average exchange rate for the year. Where 
differences arise between these rates, they are recognised in the translation reserve within equity and other comprehensive income (“OCI”).
The cash flows of these companies are typically translated at the weighted average exchange rate for the year.
In the consolidated financial statements, currency translation gains and losses on external loans and borrowings which are designated as net 
investment hedges and on long-term inter-company loans that form part of the net investment in a foreign operation are deferred in the translation 
reserve within equity and OCI.
In respect of all overseas companies, only those translation differences arising since 1 January 2004, the date of transition to IFRS, are presented as 
a separate component of equity. On disposal of such a company, the related translation reserve is released to the Income Statement as part of the 
gain or loss on disposal.
Section 1 continued
Basis of Preparation continued

Strategic Report
Corporate Governance
Financial Statements
119
Critical accounting judgements and key sources of estimation uncertainty
The following provides information on those policies that the Directors consider critical because of the level of judgement and estimation required 
which often involves assumptions regarding future events which can vary from what is anticipated. The Directors review the judgements and 
estimates on an ongoing basis with revisions to accounting estimates recognised in the period in which the estimates are revised and in any future 
periods affected. The Directors believe that the consolidated financial statements reflect appropriate judgements and estimates and provide a true 
and fair view of the Group’s performance and financial position.
Key sources of estimation uncertainty in applying the Group’s accounting policies
The following are the key sources of estimation uncertainty that the Directors have made in the process of applying the Group’s accounting policies 
and that have a significant risk of resulting in material adjustments to the carrying amounts of assets and liabilities within the next financial year.
Impairment of goodwill and acquired intangibles
The critical judgement around the impairment assessment of acquired intangibles is dependent on the internal indicator analysis. The impairment 
of goodwill involves making assumptions. The most critical assumptions include determination of the discount rates and terminal growth rates. All 
assumptions are reviewed at each reporting date. Further details about the assumptions used and sensitivities are set out in note 3.1 “Intangible 
assets”.
The goodwill recognised by the Group has all arisen as a result of acquisitions and is stated at cost less any accumulated impairment losses. Goodwill 
is allocated on acquisition to cash-generating unit (“CGU”), or groups of CGUs, which are anticipated to benefit from the combination. The CGUs are 
assessed to be the three segments of the Group. Goodwill is not subject to amortisation but is tested for impairment annually or if there is an 
indicator triggering the impairment assessment. Impairment is determined by assessing the recoverable amount of the CGU to which the goodwill 
is allocated. This estimate of recoverable amount is determined at each assessment date. The estimate of recoverable amount requires significant 
assumptions to be made and is based on a number of factors such as the near-term business outlook for the segment, including both its operating 
profit and operating cash flow performance, Terminal growth rates beyond 2029 and discount rates applied. Where the recoverable amount of the 
CGU is less than the carrying amount, an impairment loss is recognised in the statement of profit or loss. All acquisitions are accounted for by 
applying the acquisition method. Goodwill on these acquisitions represents the excess of the fair value of the acquisition consideration over the fair 
value of the identifiable net assets acquired, all measured at the acquisition date. Subsequent adjustments to the fair values of net assets acquired 
can be made within 12 months of the acquisition date where original fair values were determined provisionally. These adjustments are accounted for 
from the date of acquisition. Further details about the assumptions used and sensitivities are set out in note 3.1 “Intangible assets”. 
During the year ended 31 December 2023, the impairment of acquired intangibles involved making assumptions. The most judgemental assumptions 
include determination of future trading performance, the weighted average cost of capital (“WACC”), growth rates, operating leverage and 
operating cash conversion. All assumptions are reviewed at each reporting date. At 31 December 2024, these have been considered as part of the 
goodwill impairment. 
Inventory
Provisions are required to write down slow-moving, excess and obsolete inventory to its net realisable value. Management assessed the level of 
inventory provisioning by category and judgements and estimates were made in determining if a provision was required and at what level. The key 
estimates relate to supply chains and their lead times, future selling price, anticipated future sales of products over particular time periods, the 
susceptibility of the underlying product to obsolescence and current year trading performance. The anticipated level of future sales is determined 
primarily based on actual sales over a specified historic reference period of six to 24 months, which is determined by Management and is deemed 
appropriate to the type of inventory. Further details about the sensitivities are set out in note 3.3 “Working capital”.
Pension benefits
The actuarial valuations associated with the pension schemes involve making assumptions about discount rates and life expectancy. All assumptions 
are reviewed at each reporting date. Further details about the assumptions used and sensitivities are set out in note 5.2 “Pensions”.
Tax
The Group is subject to income taxes in a number of jurisdictions. Management is required to make estimates in determining the provisions for 
income taxes and deferred tax assets and liabilities recognised in the consolidated financial statements. Tax benefits are recognised to the extent 
that it is probable that sufficient taxable income will be available in the future against which temporary differences and unused tax losses can be 
utilised. The most significant estimates made are in relation to the recognition of deferred tax assets arising from carried forward tax losses. The 
recovery of those losses is dependent on the future profitability of Group entities based in the jurisdictions with those carried forward tax losses, 
most significantly in the United States. The assumptions used in the measurement of the deferred tax assets are consistent with those as disclosed 
in note 3.1 “Intangible assets” in relation to the impairment tests of cash-generating units (“CGUs”) containing goodwill. See note 2.4 “Tax” for 
further details of the carrying amounts of deferred tax assets and sensitivities on tax losses.
Impairment of discontinued and previously discontinued operations
Non-current assets held of sale are measured at the lower of carrying amount and fair value less costs to sell. There was estimation and 
assumptions applied by management in determining the recoverable amount of these assets. See note 3.4 “Discontinued operations and non-current 
assets classified as held for sale”.
Critical accounting judgements in applying the Group’s accounting policies
The following are critical accounting judgements that the Group makes, apart from those involving estimations (which are dealt with above), that 
the Directors have made in the process of applying the Group’s accounting policies and that have the most significant effect on the amounts 
recognised in the consolidated financial statements.

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120
Annual Report and Accounts 2024
Development costs
The Group capitalises development costs which meet the criteria under IAS 38 “Intangible Assets” and discloses the amount capitalised in note 3.1 
“Intangible assets”. The Group makes significant judgements in the application of IAS 38, particularly in relation to its requirements regarding the 
technical feasibility of completing the asset and the Group’s ability to sell and generate future economic benefits from the intangible asset.
Going concern assessment
There were material judgements made by the Board to determine if the Group is a going concern. These judgements are disclosed under “going 
concern” in Section 1 “Basis of Preparation”. 
Asset held for sale and discontinued operations
In 2023, the critical judgement was in relation to determining if the assets held for sale met the criteria to be classified as a discontinued operation 
under IFRS 5 “Non-current assets held for sale and discontinued operations”, particularly if they represented either a separate major line of business 
or a geographical area of operations. Management had deemed that these requirements had been met. See note 3.4 “Discontinued operations and 
non-current assets classified as held for sale”.
Alternative performance measures (“APMs”)
In reporting financial information, the Group presents APMs which are not defined or specified under the requirements of IFRS. The Group believes 
that these APMs, which are not considered to be a substitute for, or superior to, IFRS measures, provide stakeholders with additional helpful 
information and enable an alternative comparison of performance over time. The “Glossary of Alternative Performance Measures (“APMs”)” 
provides a comprehensive list of APMs that the Group uses, including an explanation of how they are calculated, why they are used and how they 
can be reconciled to an IFRS measure where relevant.
New and amended IFRS Accounting Standards that are effective for the current year
In the current year, the Group has applied a number of amendments to IFRS Accounting Standards that are mandatorily effective for an accounting 
period that begins on or after 1 January 2024. Their adoption has not had any material impact on the disclosures or on the amounts reported in 
these financial statements.
–	 Amendments to IAS 1: Classification of Liabilities as Current or Non-current and Non-current liabilities with covenants;
–	 Amendments to IAS 7 and IFRS 7: Supplier Finance Arrangements; and
–	 Amendments to IFRS 16: Lease liability in sale and leaseback. 
New standards and interpretations effective for future periods and not yet adopted
Amended standards and interpretations not yet effective are not expected to have a significant impact on the Group’s consolidated financial 
statements.
At the date of authorisation of these financial statements, the Group has not applied any new or revised IFRS Accounting Standards that have been 
issued but are not yet effective. The standards applicable to the Group are shown below:
–	 Amendments to IAS 21: Lack of Exchangeability (effective 1 January 2025)
–	 IFRS 18: Presentation and disclosure in Financial Statements (effective 1 January 2027)
–	 IFRS 19: Subsidiaries without Public Accountability: Disclosures (effective 1 January 2027)
–	 Amendments to IFRS 9 and IFRS 7: Amendments to the Classification and Measurement of Financial Instruments (effective 1 January 2026) 
IFRIC update on IFRS 8 – Operating segments (No effective date)
Section 1 continued
Basis of Preparation continued

Strategic Report
Corporate Governance
Financial Statements
121
This section focuses on the profitability of the Group. On the following pages you will find disclosures relating to the following:
 2.1 Loss before tax (including segmental information)  
 2.2 Adjusting items  
 2.3 Net finance expense  
 2.4 Tax  
 2.5 Earnings per share 
2.1 Loss before tax (including segmental information)
This shows the analysis of the Group’s loss before tax by reference to its three Divisions. Further segmental information and an analysis of key 
operating expenses are also shown here.
Material accounting policies
Government grants
For government assistance which meets the definition of a government grant under IAS 20, the Group applies the income approach to account 
for the grants received. As such, the grant is recognised in the Income Statement as a reduction of the related costs incurred.
Revenue recognition
Sale of goods
Revenue from the sale of goods is recognised when the Group sells a product to a customer (distributors, dealers, retailers, e-tailers and 
intermediaries) and control has passed. This is either once the product has been shipped or delivered to the customer, depending on the terms and 
conditions of the sale. Payment terms vary by Division and customer but where credit terms are given, payments are due generally 30 days after 
control of the goods has passed to the customer. Revenue is recognised at the transaction price exclusive of sales tax, adjusted for the expected level 
of returns, trade discounts and volume rebates. For the products expected to be returned, both a refund liability and a right to the returned goods 
are recognised using an expected value method based on past history.
Some contracts include multiple deliverables, such as the sale of the product and its installation. If material, distinct goods and services are 
accounted for as separate performance obligations. The transaction price is allocated to each performance obligation based on their standalone 
selling prices.
Service contracts
Revenue from rental service contracts which are fulfilled using the Group’s equipment and operators is recognised in the accounting period in which 
the services are rendered. Payment terms vary and there can be small advance payments but generally payments are due as services are rendered.
Generally, contracts with customers are for periods of one year or less. As a result, the transaction price allocated to any unsatisfied contracts is not 
disclosed, as permitted by IFRS 15.
Licences
Software licences are sold by the Group on a standalone basis and together with a tangible product. If the licence is considered distinct, the revenue 
recognition pattern is based on whether the licence is a right-to-use intellectual property (revenue recognised at a point in time) or a right-to-access 
intellectual property (revenue recognised over time). The majority of the licences granted by the Group represent a right-to-use intellectual property 
for which payments are generally in advance. From a right-to-access intellectual property, payments are normally on a monthly basis with a credit 
period of 30 days.
Financing components
The Group generally does not have contracts where the period between the transfer of the promised goods or services to the customer and payment 
by the customer exceeds one year.
Section 2
Results for the Year

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122
Annual Report and Accounts 2024
Segment reporting
1	 Inter-segment pricing is determined on an arm’s length basis. These are eliminated in the 
Corporate column.
2	 For the year ended 31 December 2024, resulting from an application of accounting policy 
choice, the Group has presented £0.6 million legal expenses relating to the Quasar 
acquisition as an adjusting item. The comparative figures for the year ended 31 December 
2023 have been restated accordingly in the Consolidated Statement of Profit or Loss and 
related notes for an amount of £0.5 million. There is no impact on the Group’s net assets. 
Media  
Solutions
Production  
Solutions
2024
£m
2023
£m
2024
£m
2023
£m
Analysis of revenue from external customers 
Sales 
 132.7 
 153.7 
 70.7 
 90.0 
Licences
 –
–
3.5
2.1
Services 
 – 
 – 
 16.5 
 9.1 
Total revenue from external customers
 132.7 
 153.7 
 90.7 
 101.2 
United Kingdom 
 10.1 
 11.9 
 10.9 
 11.0 
The rest of Europe 
 44.6 
 51.7 
 25.1 
 21.9 
North America 
 48.4 
 52.3 
 40.3 
 47.3 
Asia Pacific 
 24.0 
 31.8 
 9.7 
 13.1 
The rest of the World 
 5.6 
 6.0 
 4.7 
 7.9 
Total revenue from external customers, by location of customer
 132.7 
 153.7 
 90.7 
 101.2 
Inter-segment revenue1
 0.3 
 0.1 
 1.8 
 1.1 
Total revenue
 133.0 
 153.8 
 92.5 
 102.3 
Other income
 – 
 – 
 0.9 
 0.7 
Adjusted operating (loss)/profit2
 (6.9) 
 11.4 
 1.6 
 12.6 
Amortisation of intangible assets that are acquired in a business combination
 (3.5) 
 (3.9) 
 – 
 (0.1) 
Restructuring and other costs2
 (6.0) 
 (3.4) 
 (1.7) 
 (1.0) 
Impairment of assets
 (16.8) 
 (4.5) 
 (34.2) 
 (1.7) 
Operating loss of previously discontinued operations
 (0.5) 
 – 
 – 
 – 
Acquisition related charges
 (0.1) 
 (1.0) 
 (0.1) 
 (0.3) 
Adjusting items in operating (loss)/profit
 (26.9) 
 (12.8) 
 (36.0) 
 (3.1) 
Operating (loss)/profit
 (33.8) 
 (1.4) 
 (34.4) 
 9.5 
Net finance expense
 (1.2) 
 (1.5) 
 – 
 (0.4) 
Loss before tax
 (35.0) 
 (2.9) 
 (34.4) 
 9.1 
Taxation
Loss on disposal of discontinued operation after tax
Loss for the year
Segment assets
 167.2 
 206.8 
 69.7 
 112.7 
Unallocated assets
Cash and cash equivalents 
Non-current tax assets 
Current tax assets 
Deferred tax assets
Total assets
Segment liabilities
 52.6 
 47.2 
 23.8 
 26.5 
Interest-bearing loans and borrowings
 0.4 
 0.6 
 – 
 – 
Unallocated liabilities
Bank overdrafts 
Current tax liabilities 
Deferred tax liabilities 
Total liabilities
Non-current assets, by location 
United Kingdom3
 7.4 
 10.0 
 14.4 
 33.7 
The rest of Europe 
 24.9 
 38.9 
 0.2 
 0.3 
North America3
 74.0 
 75.2 
 4.3 
 14.8 
Asia Pacific 
 0.7 
 0.4 
 0.6 
 1.0 
The rest of the World 
 – 
 8.3 
 5.1 
 8.6 
Total non-current assets4
 107.0 
 132.8 
 24.6 
 58.4 
Cash flows from operating activities
 16.2 
 14.7 
 11.2 
 4.3 
Cash flows from investing activities
 (5.5) 
 (7.3) 
 (3.2) 
 (5.1) 
Cash flows from financing activities
 (3.1) 
 (2.9) 
 (1.7) 
 (2.1) 
Capital expenditure
Property, plant and equipment
 3.5 
 2.6 
 4.2 
 1.9 
Software and development costs
 2.1 
 3.2 
 1.6 
 3.4 
Section 2 continued
See note 2.2 “Adjusting items”.
3	 In the Production Solutions Division, land and buildings which were classified as assets held 
for sale in 2023 have been reclassified from non-current assets held in the United Kingdom to 
North America. The carrying value as at 31 December 2023 was £2.5 million. These were sold 
for £2.5 million in 2024, as part of sale and lease back agreement.
Results for the Year continued

Strategic Report
Corporate Governance
Financial Statements
123
Creative  
Solutions
Corporate  
and unallocable
Total
Discontinued operations
Continuing and discontinued 
operations
2024
£m
2023
£m
2024
£m
2023
£m
2024
£m
2023
£m
2024
£m
2023
£m
2024
£m
2023
£m
 60.2 
 52.0 
 – 
 – 
 263.6 
 295.7 
 – 
 8.1 
 263.6 
 303.8 
 –
–
–
–
3.5
2.1
–
–
3.5
2.1
 – 
 – 
 – 
 – 
 16.5 
 9.1 
 – 
 – 
 16.5 
 9.1 
 60.2 
 52.0 
 – 
 – 
 283.6 
 306.9 
 – 
 8.1 
 283.6 
 315.0 
 3.9 
 3.1 
 – 
 – 
 24.9 
 26.0 
 – 
 – 
 24.9 
 26.0 
 11.5 
 7.1 
 – 
 – 
 81.2 
 80.7 
 – 
 0.5 
 81.2 
 81.2 
 36.4 
 34.5 
 – 
 – 
 125.1 
 134.1 
 – 
 6.7 
 125.1 
 140.8 
 6.7 
 6.4 
 – 
 – 
 40.4 
 51.3 
 – 
 0.8 
 40.4 
 52.1 
 1.7 
 0.9 
 – 
 – 
 12.0 
 14.8 
 – 
 0.1 
 12.0 
 14.9 
 60.2 
 52.0 
 – 
 – 
 283.6 
 306.9 
 – 
 8.1 
 283.6 
 315.0 
 0.2 
 0.3 
 (2.3) 
 (1.5) 
 – 
 – 
 – 
 – 
 – 
 – 
 60.4 
 52.3 
 (2.3) 
 (1.5) 
 283.6 
 306.9 
 – 
 8.1 
 283.6 
 315.0 
 – 
 – 
 – 
 – 
 0.9 
 0.7 
 – 
 – 
 0.9 
 0.7 
 0.5 
 0.8 
 (13.4) 
 (11.5) 
 (18.2) 
 13.3 
 – 
 (6.3) 
 (18.2) 
 7.0 
 – 
 – 
 – 
 – 
 (3.5) 
 (4.0) 
 – 
 (2.2) 
 (3.5) 
 (6.2) 
 (0.3) 
 (0.6) 
 (3.3) 
 (0.4) 
 (11.3) 
 (5.4) 
 – 
 (0.7) 
 (11.3) 
 (6.1) 
 – 
 (1.1) 
 (0.3) 
 – 
 (51.3) 
 (7.3) 
 – 
 (50.2) 
 (51.3) 
 (57.5) 
 (11.5) 
 – 
 – 
 – 
 (12.0) 
 – 
 – 
 – 
 (12.0) 
 – 
 – 
 – 
 – 
 – 
 (0.2) 
 (1.3) 
 – 
 (1.1) 
 (0.2) 
 (2.4) 
 (11.8) 
 (1.7) 
 (3.6) 
 (0.4) 
 (78.3) 
 (18.0) 
 – 
 (54.2) 
 (78.3) 
 (72.2) 
 (11.3) 
 (0.9) 
 (17.0) 
 (11.9) 
 (96.5) 
 (4.7) 
 – 
 (60.5) 
 (96.5) 
 (65.2) 
 (0.2) 
 (0.1) 
 (5.5) 
 (12.1) 
 (6.9) 
 (14.1) 
 – 
 (0.4) 
 (6.9) 
 (14.5) 
 (11.5) 
 (1.0) 
 (22.5) 
 (24.0) 
 (103.4) 
 (18.8) 
 – 
 (60.9) 
 (103.4) 
 (79.7) 
 (43.6) 
 6.7 
 – 
 (4.1) 
 (43.6) 
 2.6 
 – 
 – 
 – 
 (1.0) 
 – 
 (1.0) 
 (147.0) 
 (12.1) 
 – 
 (66.0) 
 (147.0) 
 (78.1) 
 41.4 
 40.2 
 1.1 
 6.4 
 279.4 
 366.1 
 – 
 12.3 
 279.4 
 378.4 
 57.3 
 8.7 
 57.3 
 8.7 
 – 
 – 
 57.3 
 8.7 
 – 
 3.1 
 – 
 3.1 
 – 
 – 
 – 
 3.1 
 8.9 
 5.7 
 8.9 
 5.7 
 – 
 – 
 8.9 
 5.7 
 0.7 
 55.4 
 0.7 
 55.4 
 – 
 – 
 0.7 
 55.4 
 346.3 
 439.0 
 – 
 12.3 
 346.3 
 451.3 
 12.6 
 7.8 
 5.9 
 5.5 
 94.9 
 87.0 
 – 
 4.6 
 94.9 
 91.6 
 – 
 – 
 114.0 
 98.6 
 114.4 
 99.2 
 – 
 – 
 114.4 
 99.2 
 44.4 
 4.0 
 44.4 
 4.0 
 – 
 – 
 44.4 
 4.0 
 6.6 
 7.8 
 6.6 
 7.8 
 – 
 – 
 6.6 
 7.8 
 0.1 
 11.2 
 0.1 
 11.2 
 – 
 – 
 0.1 
 11.2 
 260.4 
 209.2 
 – 
 4.6 
 260.4 
 213.8 
 – 
 – 
 0.1 
 1.4 
 21.9 
 45.1 
 – 
 – 
 21.9 
 45.1 
 – 
 – 
 – 
 – 
 25.1 
 39.2 
 – 
 – 
 25.1 
 39.2 
 20.7 
 21.6 
 – 
 – 
 99.0 
 111.6 
 – 
 2.5 
 99.0 
 114.1 
 – 
 – 
 – 
 – 
 1.3 
 1.4 
 – 
 – 
 1.3 
 1.4 
 0.4 
 – 
 – 
 – 
 5.5 
 16.9 
 – 
 7.1 
 5.5 
 24.0 
 21.1 
 21.6 
 0.1 
 1.4 
 152.8 
 214.2 
 – 
 9.6 
 152.8 
 223.8 
 3.3 
 4.0 
 (18.0) 
 (31.8) 
 12.7 
 (8.8) 
 – 
 (7.3) 
 12.7 
 (16.1) 
 (4.1) 
 (4.3) 
 0.2 
 – 
 (12.6) 
 (16.7) 
 – 
 (4.1) 
 (12.6) 
 (20.8) 
 (1.3) 
 (0.9) 
 13.1 
 29.7 
 7.0 
 23.8 
 – 
 (0.4) 
 7.0 
 23.4 
 0.2 
 0.1 
 – 
 – 
 7.9 
 4.6 
 – 
 0.2 
 7.9 
 4.8 
 3.9 
 4.1 
 – 
 – 
 7.6 
 10.7 
 – 
 3.0 
 7.6 
 13.7 
4	 Non-current assets exclude employee benefit asset, derivative financial instruments and non-current tax assets.
The Group’s operations are located in several geographical locations, and sell products and services on to external customers throughout the world.
In 2023, the £60.5 million operating loss of discontinued operations comprises £3.4 million in the Media Solutions Division and £57.1 million in the Creative Solutions Division.
One customer (2023: one) accounted for more than 10% of external revenue. The total revenue from this customer, which was recognised in all three continuing segments, was £41.2 million 
(2023: £38.9 million).

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Operating expenses 
2024 
£m
20231 
£m
Analysis of operating expenses
Adjusting items in operating loss2
 78.3 
 18.0 
Adjusting items in revenue
 2.9 
 – 
Adjusting items in cost of sales
 (1.7) 
 (4.2) 
– Adjusting items in operating expenses
 79.5 
 13.8 
– Other administrative expenses
 52.0 
 49.3 
Adjusting items and administrative expenses
 131.5 
 63.1 
Marketing, selling and distribution costs
 38.9 
 41.3 
Research, development and engineering costs
 21.5 
 14.9 
Total operating expenses from continuing operations
 191.9 
 119.3 
2024
£m
2023
£m
–	 Adjusting items in operating expenses
 – 
 54.2 
–	 Other administrative expenses
 – 
 2.6 
Adjusting items and administrative expenses
 – 
 56.8 
Marketing, selling and distribution costs
 – 
 1.7 
Research, development and engineering costs
 – 
 5.6 
Total operating expenses from discontinued operations
 – 
 64.1 
1	 For the year ended 31 December 2024, resulting from an application of accounting policy choice, the Group has presented £0.6 million legal expenses relating to the Quasar acquisition as an 
adjusting item. The comparative figures for the year ended 31 December 2023 have been restated accordingly in the Consolidated Statement of Profit or Loss and related notes for an amount 
of £0.5 million. There is no impact on the Group’s net assets.
2	 Within the Consolidated Statement of Profit or Loss, the 2024 results of Amimon are included in adjusting items as a continuing operation while the 2023 results were reported in loss from 
discontinuing operations. See note 2.2 “Adjusting items” and note 3.4 “Discontinued operations and non-current assets classified as held for sale”.
See note 2.2 “Adjusting items”.
2024
£m
2023
£m
The following items are included in total operating profit
Fees payable to the Company’s auditors for the audit of the Company’s financial statements
 1.2 
 1.4 
Fees payable to the Company’s auditors for:
–	  The audit of the subsidiaries
 1.2 
 1.0 
–	 Audit-related assurance services
 0.3 
 0.5 
–	 Non-audit related assurance services1
 – 
 0.9 
1	 Charges of £1,350 (2023: £0.9 million) relating to non-audit related assurance services were incurred during the year.
Section 2 continued
Results for the Year continued

Strategic Report
Corporate Governance
Financial Statements
125
2.2 Adjusting items
The Group presents APMs in addition to its statutory results. These are presented in accordance with the Guidelines on APMs issued by the 
European Securities and Markets Authority (“ESMA”).
APMs used by the Group and, where relevant, a reconciliation to statutory measures are set out in the glossary to these financial statements on 
pages 181 to 186. Adjusting items are described below along with more detail of the specific adjustment and the Group’s rationale for the 
adjustment.
The Group’s key performance measures, such as adjusted operating profit/(loss), exclude adjusting items.
The following are the Group’s principal adjusting items when determining adjusting operating profit/(loss):
Amortisation of intangible assets that are acquired in a business combination:
Acquired intangible assets that are acquired in a business combination are measured at fair value, which takes into account the future cash flows 
expected to be generated by the asset rather than past costs of development. Additionally, these include assets such as brands, know-how and 
relationships which the Group would not normally recognise as assets outside of a business combination. The amortisation of the fair value of 
acquired intangibles is not considered to be representative of the normal costs incurred by the business within the Group on an ongoing basis.
Amortisation of capitalised development costs and purchased software:
On an ongoing basis, the Group capitalises development costs of intangible assets and the costs of purchasing software. These intangible assets are 
recognised at cost and the amortisation of these costs are not included in adjusting expenses, and thereby included in adjusted operating profit/(loss).
Impairment of assets:
Impairment of discontinued operations and non-current assets classified as held for sale:
The impairment of disposed entities or groups of asset(s) held for sale are adjusted for to ensure consistency between periods and is not considered 
to be representative of the normal costs incurred by the business within the Group on an ongoing basis.
Impairment of intangible assets:
Impairments to goodwill and acquired intangibles arise as a result of the estimated net present values of cash flows being lower than the carrying 
value at year end.
Impairments to capitalised software costs arise as a result of no future economic inflow being attributed to the software costs.
Within discontinued operations the impairment of goodwill, acquired intangibles and capitalised development costs resulted from the assets being 
classified as non-current assets held for sale, measured at the lower of the carrying amount and the expected fair value less costs to sell. 
These impairments are not considered to be representative of the normal costs incurred by the business within the Group on an ongoing basis. 
Impairment of property, plant and equipment:
Impairment of property, plant and equipment resulted from the reduction in net book value to the asset’s estimated future cash flows, or assets 
being classified as non-current assets held for sale, measured at the lower of the carrying amount and the expected fair value less costs to sell. 
These impairments are not considered to be representative of the normal costs incurred by the business within the Group on an ongoing basis.
Impairment of inventory:
The impairment of inventory relates to a discontinuation of product lines which are significant in nature and not considered by the Group to be part 
of the normal operating result of the business.
Acquisition related charges:
Earnout charges and retention bonuses agreed as part of the acquisition:
Under IFRS 3, most of the Group’s earnout charges and retention bonuses are treated as post combination remuneration, although the levels of 
remuneration generally do not reflect market rates and do not get renewed as a salary (or other remuneration) might. The Group considers this to be 
inconsistent with the economics reflected in the deals because other consideration for the acquisition is effectively included in goodwill rather than 
in the Income Statement. Retention agreements are generally entered into with key management at the point of acquisition to help ensure an 
efficient integration.
These charges and bonuses which are incurred as part of the acquisition are not considered to be representative of the normal costs incurred by the 
business within the Group on an ongoing basis.
Transaction costs:
Transaction costs related to the acquisition of a business do not reflect its trading performance and so are adjusted to ensure consistency between 
periods.
Effect of fair valuation of acquired inventory:
As part of the accounting for business combinations, the Group measures acquired inventory at fair value as required under IFRS 3. This results in the 
carrying value of acquired inventory being higher than its original cost-based measure. The impact of the uplift in value has the effect of increasing 
cost of sales thereby reducing the Group’s gross profit margin which is not representative of ongoing performance.

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Effect of fair valuation of property, plant and equipment:
Under IFRS 3, acquired fixed assets are measured at fair value. This measure does not reflect the undepreciated cost of the acquired asset from the 
perspective of the acquiree and as such alters the depreciation cost from the Group’s perspective after the acquisition. This does not reflect the 
ongoing profitability of the acquired business.
Restructuring and other costs:
Restructuring and other associated costs arising from significant strategy changes that are not considered by the Group to be part of the normal 
operating costs of the business.
Finance expense:
Amortisation of loan fees on borrowings for acquisitions:
These are upfront borrowing fees related to funding for acquisitions and do not reflect the ongoing funding cost of the investment.
Unwind of discount on liabilities and other interest:
This is discount being unwound on the payment of deferred consideration and grant payables, and interest charged on deferred retention payments, 
both relating to acquisitions.
The above do not reflect the ongoing funding cost of the investment and so are adjusted to ensure consistency between periods.
Other adjusting items:
–	 profit/(loss) on disposal of businesses;
–	 past service charges associated with defined benefit pensions, such as gender equalisation of guaranteed minimum pension (“GMP”) for 
occupational schemes; and
–	 other significant initiatives not related to trading.
These are not considered by the Group to be part of the normal operating costs of the business.
In addition, the following are treated as adjusting items when considering post tax APMs:
–	 significant adjustments to current or deferred tax which have arisen in previous periods but are accounted for in the current period;
–	 the net effect of significant new tax legislation changes; and
–	 the current and deferred tax effects of adjusting items.
These are not considered by the Group to be part of the normal operating costs of the business.
2024
£m
20231
£m
Continuing operations
Amortisation of intangible assets that are acquired in a business combination
 (3.5) 
 (4.0) 
Restructuring and other costs2
 (11.3) 
 (5.4) 
Impairment of assets3
 (51.3) 
 (7.3) 
Operating loss of previously discontinued operations4
 (12.0) 
–
Acquisition related charges5
 (0.2) 
 (1.3) 
Adjusting items in operating loss from continuing operations
 (78.3) 
 (18.0) 
Finance expense – other interest6
 (0.1) 
 (2.6) 
Adjusting items in loss before tax from continuing operations
 (78.4) 
 (20.6) 
1	
For the year ended 31 December 2024, resulting from an application of accounting policy choice, the Group has presented £0.6 million legal expenses relating to the Quasar acquisition as an 
adjusting item. The comparative figures for the year ended 31 December 2023 have been restated accordingly in the Consolidated Statement of Profit or Loss and related notes for an amount 
of £0.5 million. There is no impact on the Group’s net assets. See note 2.1 “Operating expenses”.
2	 Restructuring and other costs of £11.3 million (2023: £5.4 million) related mainly to site rationalisation and other restructuring activities of which employee related charges were £8.2 million 
(2023: £4.1 million), corporate related initiatives £1.6 million (2023: £0.8 million) and legal expenses of £1.0 million (2023: £0.5 million). As at 31 December 2024, there is a provision of 
£6.7 million in relation to restructuring activities. See note 3.5 “Provisions”.
A number of Group wide restructuring projects were commissioned in 2024 with the focus on site rationalisation to increase capacity utilisation together with cost base realignment to recognise 
the lower level of order demand and in turn revenue the Group is experiencing. The projects resulted in a number of employees leaving in 2024, for which costs were recognised for in 2024. Future 
employee related costs were recognised where an announcement of restructuring activity in 2025 was made prior to the end of 2024. There is an expectation that there will be charges incurred in 
2025, relating to these projects as the restructuring activities complete. The following projects were approved in 2024:
–	 A divisional restructure from three divisions to two divisions, to be completed in 2025, resulting in the realignment of products to better fit end market customer segmentation as well as the 
geographical organisation of the business. This led to a reduction in some senior leadership roles at both the Media Solutions and Production Solutions divisions;
–	 In the Media Solutions Division, the reduction in administrative roles at the divisional head office in Italy which was agreed by employees and their union representatives in February 2025;
–	 In the Production Solutions Division, the decision to transfer the assembly and manufacturing from the site in the UK to Italy. No employee related costs were provided for as the announcement 
was made to employees and their union representatives in 2025, with agreement being reached in February 2025;
–	 In the Creative Solutions Division, the decision was made to no longer proceed with the disposal of Amimon as no credible offers were received. Instead, the decision was made in 2024 to close 
the business in 2025 and sell Amimon’s zero delay technology intellectual property to the Teradek business. No employee related costs were provided for as the announcement was made in 2025; 
and
–	 Corporate initiatives costs of £1.6 million (2023: £0.8million) relating to 2024 cost base realignment and leadership changes including associated legal and professional fees.
In connection with the above restructuring activity, an assessment of the recoverability of assets was conducted across the Group. This resulted in the following impairments.
Section 2 continued
Results for the Year continued

Strategic Report
Corporate Governance
Financial Statements
127
3	 Impairment charges of £51.3 million (2023: £7.3 million) related to goodwill: £46.0 million (2023: £nil); land and buildings: £4.6 million (2023: £1.5 million which was predominantly the 
£1.3 million impairment of the building which was classified as non-current asset held for sale), capitalised development costs: £nil million (2023: £0.3 million), software costs: £0.4 million 
(2023: £nil million), fixtures and fittings: £0.2 million (2023: £nil million), inventory: £0.1 million (2023: £3.7 million which mainly comprises the discontinuation of the motion controls market 
and Wooden Camera inventory following the relocation to Costa Rica), and acquired intangible assets: £nil million (2023: £1.8 million).
A goodwill impairment charge of £46.0 million (£14.9 million: Media Solutions CGU; £31.1 million: Production Solutions CGU) was made to the Consolidated Statement of Profit and Loss. 
The impairment charge of £14.9 million, in relation to Media Solutions, was made as at 30 June 2024.
Land and buildings were impaired by £4.6 million following restructuring and site rationalisation projects announced within the Group, namely:
–	 £3.0 million (2023: £nil million) in the Production Solutions Division following the decision to transfer assembly and manufacturing from the Bury St Edmonds site to other group facilities which 
will commence in 2025;
–	 £1.3 million (2023: £nil million) in the Media Solutions Division following the part exit from the offices in Cassola, Italy, and the move of the distribution from New Jersey to Phoenix , which is 
phase two of the project which commenced in 2023; and
–	 £0.3 million (£2023: £nil million) within Corporate costs following the exit of the Richmond-upon-Thames office.
4	 Operating loss of £12.0 million related to previously discontinued operations. This included impairment of capitalised development costs of £4.7 million (2023: £9.1 million included within 
discontinued operations), land and buildings of £0.6 million (2023: £0.3 million), and plant, machinery and vehicles of £0.6 million (2023: £nil million).
As at 30 June 2023, Lightstream and Amimon were classified as a disposal group held for sale and discontinued operations. On 2 October 2023 the Group sold its Lightstream business based in 
the US. In December 2024, the decision was made to no longer proceed with the disposal of Amimon as no credible offers were received at the time. Instead, the decision was made in 2024 to close 
the business through 2025 and sell Amimon’s zero delay technology intellectual property to the Teradek business, also part of the Creative Solutions Division. Amimon, therefore, no longer meets 
the definition of a disposal group held for sale as at 31 December 2024, and as a result, is reclassified from held for sale and discontinued operation, to held for continuing operations in 2024.
On 9 April 2025 the Group sold its Amimon business, part of the Creative Solutions Division, for a gross cash consideration of $1.0 million (£0.8 million). In addition, Teradek LLC, also part of the 
Creative Solutions Division, received $2.3 million (£1.8 million) for entering into a licence agreement to grant Amimon a licence to use certain Licenced Technology.
Within the Consolidated Statement of Profit or Loss, the 2024 results of Amimon are included in adjusting items as a continuing operation while the 2023 results were reported in loss from 
discontinuing operations. See 3.4 “Discontinued operations and non-current assets classified as held for sale”. 
5	 Acquisition related charges of £0.2 million (2023: £1.3 million) comprise retention bonuses of £0.2 million (2023: £1.1 million), the effect of fair valuation of acquired inventory of £nil 
(2023: £0.1 million), and the effect of fair valuation of acquired property, plant and equipment of £nil (2023: £0.1 million).
The retention bonuses of £0.2 million (Quasar: £0.1 million and Audix: £0.1 million) relate to continued employment. The charge incurred in 2023 was £1.1 million (Quasar: £0.3 million, Savage: 
£0.6 million and Audix: £0.2 million).
6	 Other interest expense of £0.1 million is an adjusting charge in loss before tax, and relates to the unwinding of discount on the provision for grant re-payments to the Israeli Innovation Authority 
(“IIA”) in Amimon. In 2023, £2.6 million interest expense was an adjusting charge in loss before tax, and comprised £2.0 million in relation to other financing initiatives not related to underlying 
trading and £0.6 million of amortisation of loan fees on borrowings for acquisitions.
2024
£m
2023
£m
Discontinued operations
Amortisation of intangible assets that are acquired in a business combination
–
(2.2)
Restructuring and other costs1
–
(0.4)
Impairment of fixed assets2
–
(50.2)
Acquisition and disposal related charges3
–
(1.4)
Adjusting items in operating loss from discontinued operations
–
(54.2)
Finance expense – unwind of discount on liabilities and other interest4
–
(0.3)
Adjusting items in loss before tax from discontinued operations
–
(54.5)
See note 2.5 “Earnings per share” for the above, net of tax.
1	
In 2023, restructuring and other costs of £0.4 million related to the closure of the Syrp operations in New Zealand, within the Media Solutions Division.
2	 In 2023, the impairment of assets charge of £50.2 million related to goodwill: £26.8 million, acquired intangible assets: £14.0 million, capitalised development costs: £9.1 million, and land and 
buildings: £0.3 million.
3	 In 2023, acquisition and disposal related charges of £1.4 million comprised retention bonuses of £1.1 million and transaction costs relating to the disposal of businesses of £0.3 million.
4	 In 2023, finance expense of £0.3 million comprises £0.1 million of discount unwinding on the provision for grant re-payments to the Israeli Innovation Authority (“IIA”) in Amimon which was fully 
paid in Q1 2025, and £0.2 million interest on the deferred retention charges paid to Lightstream. 

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2.3 Net finance expense
This note details the finance income and expense generated from the Group’s financial assets and liabilities.
Accounting policies
Net finance expense comprises:
–	 foreign exchange gains and losses on cash and external loans that are not net investment hedges;
–	 fair value gain/loss on interest rate swaps designated as cash flow hedges;
–	 interest expense on lease liabilities;
–	 interest expense on borrowings and deferred payments;
–	 interest receivable on funds paid on account or invested;
–	 unwind of discount on liabilities; and
–	 net interest expense on net defined benefit pension scheme.
Net finance expense
2024
£m
2023
£m
Finance income
Net currency translation gains
 2.5 
 2.0 
Other interest income1
 0.6 
 0.2 
Interest income on net defined benefit pension scheme2
 0.2 
 0.2 
 3.3 
 2.4 
Finance expense
Interest expense on interest-bearing loans and borrowings3
 (10.1) 
 (16.3) 
Fair value gain on interest rate swaps designated as cash flow hedges
 1.6 
 3.0 
Interest expense on net defined benefit pension scheme2
 (0.1) 
 (0.1) 
Interest expense on lease liabilities 
 (1.5) 
 (1.5) 
Other interest expense4
 (0.1) 
 (1.6) 
 (10.2) 
 (16.5) 
Net finance expense from discontinued operations
 (6.9) 
 (14.1) 
2024
£m
2023
£m
Finance expense
Unwind of discount on liabilities and other interest4
 – 
 (0.3) 
Net currency translation losses
 – 
 (0.1) 
Finance expense from discontinued operations
 – 
 (0.4) 
1	 Interest income mainly comprises £0.2 million (2023: £0.1 million) relating to the EU State Aid investigation and £0.2 million (2023: £nil million) of bank interest received. See note 2.4 “Tax”.
2	 See note 5.2 “Pensions”.
3	 Interest expense on interest-bearing loans and borrowings of £10.1 million (2023: £16.3 million) relates to interest expense of £9.1 million (2023: £14.4 million); loan fees of £1.0 million 
(2023: £0.7 million ); and an adjusting amount of £nil million (2023: £1.2 million relating to loan fees on borrowings for acquisitions of £0.6 million and other financing initiatives of £0.6 million). 
See note 2.2 “Adjusting items”.
4	 Other interest expense of £0.1 million relates to the unwinding of discount on the provision for grant re-payments to the Israeli Innovation Authority (“IIA”) in Amimon. In 2023, other interest 
expense of £1.6 million includes an adjusting amount of £1.4 million relating to other financing initiatives, not related to underlying trading.
In 2023, finance expense from discontinued operations includes £0.1 million of discount unwinding on the provision for grant re-payments to the 
Israeli Innovation Authority (“IIA”) in Amimon (which was fully repaid in Q1 2025), and £0.2 million interest on the deferred retention charges paid 
to Lightstream. 
See note 2.2 “Adjusting items”.
Section 2 continued
Results for the Year continued

Strategic Report
Corporate Governance
Financial Statements
129
2.4 Tax
Accounting policies
Income tax
The tax expense in the Profit or Loss represents the sum of current and deferred tax. 
Current tax is the expected tax payable on the taxable income for the year, and any adjustment to tax payable in respect of previous years.
Deferred tax is provided using the Balance Sheet liability method, providing for temporary differences between the carrying amounts of assets and 
liabilities for financial reporting purposes and the amounts used for taxation purposes. The amount of deferred tax provided is based on the 
expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates substantively enacted at the Balance 
Sheet date.
Deferred tax assets are recognised for all deductible temporary differences and carried forward unused tax credits and unused tax losses, to the 
extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused 
tax credits and unused tax losses, can be utilised.
The carrying amount of deferred income tax assets is reviewed at each Balance Sheet date and increased or reduced to the extent of the probable 
level of taxable profit that would be available to allow all or part of the deferred income tax asset to be utilised.
Deferred tax liabilities are not recognised for the following temporary differences:
–	 goodwill not deductible for tax purposes or the initial recognition of an asset or liability in a transaction that is not a business combination and, 
at the time of the transaction, affects neither the accounting profit nor the taxable profit or loss; and
–	 differences relating to investments in subsidiaries to the extent that the timing of the reversal is controlled by the Company and they will probably 
not reverse in the foreseeable future.

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130
Annual Report and Accounts 2024
Tax – Profit or Loss
2024
£m
2023
£m
The total taxation charge/(credit) in the Profit or Loss is analysed as follows:
Summarised in the Profit or Loss as follows
Continuing operations
Current tax
 (0.7) 
 1.0 
Deferred tax
 44.3 
 (7.7) 
 43.6 
 (6.7) 
Discontinued operations
Current tax
 – 
 (0.6) 
Deferred tax
 – 
 4.7 
 – 
 4.1 
Continuing and discontinued operations
Current tax
 (0.7) 
 0.4 
Deferred tax
 44.3 
 (3.0) 
 43.6 
 (2.6) 
Adjusting items
Continuing operations
Current tax
 (4.1) 
 (1.8) 
Deferred tax
 55.8 
 (2.0) 
 51.7 
 (3.8) 
Discontinued operations
Current tax
 – 
 (0.4) 
Deferred tax
 – 
 (5.2) 
 – 
 (5.6) 
Continuing and discontinued operations
Current tax1
 (4.1) 
 (2.2) 
Deferred tax2
 55.8 
 (7.2) 
 51.7 
 (9.4) 
Before adjusting items
Continuing operations
Current tax
 3.4 
 2.8 
Deferred tax
 (11.5) 
 (5.7) 
 (8.1) 
 (2.9) 
Discontinued operations
Current tax
 – 
 (0.2) 
Deferred tax
 – 
 9.9 
 – 
 9.7 
Continuing and discontinued operations
Current tax
 3.4 
 2.6 
Deferred tax
 (11.5) 
 4.2 
 (8.1) 
 6.8 
1	 Current tax credit of £4.1 million (2023: £2.2 million credit) was recognised in the year of which £4.1 million credit (2023: £1.6 million credit) related to restructuring and integration costs and £nil 
million charge (2023: £0.6 million credit) related to financial expense.
2	 Deferred tax debit of £55.8 million (2023: £7.2 million credit) was recognised in the year of which £0.2 million credit (2023: £2.6 million credit) relates to restructuring and impairment costs, 
£0.2 million credit (2023: £0.7 million credit) to acquisitions and disposals, £5.9 million credit (2023: £3.9 million credit) to amortisation and impairment of intangible assets, £0.5 million credit 
(2023 £nil million) relating to operating loss of previously discontinued operations and £62.6 million (2023: £nil million) relates to deferred tax asset derecognised in the year. Further details on 
deferred tax assets are below.
Section 2 continued
Results for the Year continued

Strategic Report
Corporate Governance
Financial Statements
131
2024
£m
2023
£m
Current tax charge/(credit)
Charge/(credit) for the year
 (0.2) 
 1.9 
Adjustments in respect of prior years
 (0.5) 
 (1.5) 
Total current tax charge/(credit)
 (0.7) 
 0.4 
The Group current tax credit of £0.7 million (2023: £0.4 million charge) represents UK current tax charge £0.6 million (2023: £0.7 million charge) with 
the remaining £1.3 million credit (2023: £0.3 million credit) relating to overseas tax.
2024
£m
2023
£m
Deferred tax charge/(credit)
Origination and reversal of temporary differences 
 44.9 
 (2.8) 
Adjustments in respect of prior years
 (0.6) 
 (0.2) 
Total deferred tax charge
 44.3 
 (3.0) 
The Group deferred tax charge of £44.3 million (2023: £3.0 million credit) represents US deferred tax charge of £42.8 million (2023: £7.4 million 
credit), UK deferred tax credit of £0.6 million (2023: £0.4 million charge) with £2.1 million charge (2023: £4.0 million charge) relating to overseas tax.
2024
£m
2023
£m
Tax charge/(credit) recognised in Statement of Changes in Equity (“SOCIE”)
Current tax recognised in SOCIE3
 – 
 – 
Deferred tax recognised in SOCIE4
 – 
 0.6 
 – 
 0.6 
3	 No current tax deductions have been reflected in the SOCIE in both the current and prior year.
4	 A deferred tax charge of £nil million (2023: £0.6 million charge) relating to the impact of share-based payments on outstanding options, has been reflected in the SOCIE.
Reconciliation of Group tax charge
2024
£m
2023
£m
Loss before tax
 (103.4) 
 (80.7) 
Income tax using the domestic corporation tax rate at 25.0% (2023: 23.5%)
 (25.9) 
 (19.0) 
Effect of tax rates in foreign jurisdictions
 1.5 
 1.5 
Beneficial tax rates and incentives5
 (0.6) 
 (0.6) 
Non-deductible expenses 
 2.2 
 1.1 
Non-taxable income and incentives
 (0.4) 
 (0.8) 
Impairment of goodwill and intangible assets
 5.9 
 5.4 
Other – including movement on assessment of tax risks
 (0.6) 
 1.2 
Derecognise deferred tax asset6
 62.6 
 – 
Impact of losses derecognised relating to discontinued operations
 – 
 10.2 
Adjustments in respect of prior years
 (1.1) 
 (1.6) 
Total income tax charge/(credit) in Profit or Loss
 43.6 
 (2.6) 
5	 The beneficial tax rates and incentives of £0.6 million credit (2023: £0.6 million credit) relate to the incentive tax rate in Costa Rica.
6	 The majority of the deferred tax asset has been derecognised. In the first half of 2024 there was an expectation of recovery. However, in the final quarter of 2024, in response to the weaker 
macroeconomic environment, the business refocused on key areas. Following the financial projections, weakening performance and compliance with the ESMA guidance, the deferred tax asset 
has been derecognised. See section 1 “Basis of preparation” for details on going concern.

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Tax – Balance Sheet
Current tax
The current tax liability of £6.6 million (2023: £7.8 million) represents the amount of income taxes payable in respect of current and prior periods, 
including a provision in relation to uncertain tax positions. The current tax asset of £8.9 million (2023: £5.7 million) mainly relates to income tax 
receivable in the UK and Italy, and includes a provision in relation to uncertain tax positions. This also includes the £3.3 million receivable relating 
to the EU State Aid which has been reclassified from non-current tax to current tax receivable.
The international tax environment has received increased attention and seen rapid change over recent years, both at a US and European level, and by 
international bodies such as the Organisation for Economic Co-operation and Development (“OECD”). In light of this, the Group has been monitoring 
developments and continues to engage transparently with the tax authorities in countries where the Group operates, to ensure that the Group 
manages its tax arrangements on a sustainable basis.
As for most multinationals, the current tax environment is creating increased levels of uncertainty and tax risk with the Group being potentially 
subject to tax audits in many jurisdictions. By their nature these are often complex and could take a significant period of time to be agreed with the 
tax authorities. The Group estimates and accrues taxes that will ultimately be payable when reviews or audits by tax authorities of tax returns are 
completed. These estimates include management judgements about the position expected to be taken by each tax authority, primarily in respect 
of transfer pricing as well as in respect of financing arrangements and tax credits and incentives.
It is not possible to quantify the impact that such future developments may have on the Group’s tax positions. Actual outcomes and settlements 
may differ significantly from the estimates recorded in these consolidated financial statements.
EU State Aid investigation
In October 2017, the European Commission (EC) opened a State Aid investigation into the Group Financing Exemption in the UK controlled foreign 
company (“CFC”) rules (an exemption introduced into the UK tax legislation in 2013). In common with other UK-based international companies 
whose intragroup finance arrangements are in line with current controlled foreign company rules, the Group is affected by this decision.
In June 2019, the UK government submitted an appeal to the EU Commission against its decision. In common with a number of other affected 
taxpayers, the Group filed its own annulment application.
In 2021 the Group received a Charging Notice and Interest Charging Notice from HMRC, and accordingly paid £3.0 million. The Group considered it 
probable that its appeal against the Charging Notice and/or its annulment application against the European Commission’s (“EC”) State Aid decision 
would be successful and as such recorded a non-current asset in relation to the payment on the basis that it would ultimately be refunded. It was 
considered possible, however, that the appeal and/or annulment might be unsuccessful which would result in a liability contingent on the outcome.
In 2022, the General Court of the European Union upheld the EC’s original decision to the Court of Justice of the European Union (“CJEU”). The 
applicants in both of the lead cases making applications for annulment of which the Group’s own annulment application stood behind appealed 
against this judgement.
On 11 April 2024, the Advocate General delivered an independent, but non-binding, Opinion on the case, stating that the CJEU should set aside the 
judgement of the General Court and annul the EC’s decision which found that the UK provided State Aid to certain multinational groups between 
2013 and 2018. On 19 September 2024, the European Court of Justice annulled the EC’s original decision. This judgement is now final. Management 
remains of the view that it is probable that its appeal and/or its annulment application will be successful based on the technical facts of the case.
The Controlled Foreign Companies (Reversal of State Aid Recovery) Regulations 2024 (the “Regulations”) came into force on 31 December 2024. 
The Regulations require that HMRC issue a reversal notice, which was received by Videndum plc on 12th March 2025 cancelling any Charging Notice 
and Interest Charging Notice to any affected company making any relevant adjustment considered to be appropriate in order to secure, that the 
company is put back in the position it would have been in if the EC decision had not been made.
HMRC made a refund payment on 8th April 2025 and as such, the tax asset has been reclassified from non-current to current at 31 December 2024. 
£3.3 million represents the £3.0 million described above plus £0.3 million interest receivable. 
Section 2 continued
Results for the Year continued

Strategic Report
Corporate Governance
Financial Statements
133
Deferred tax assets and liabilities
2024
 £m
 Recognised 
in income
 £m
Recognised 
in goodwill 
and 
reserves
 £m
 Exchange 
movements
 £m
 Transfer 
between 
categories
 £m
2023
 £m
Assets
Inventories
 1.9 
 0.6 
 – 
 – 
 (1.0) 
 2.3 
Intangible assets
 – 
 (2.1) 
 – 
 – 
 0.2 
 1.9 
Tax losses1
 0.9 
 (35.8) 
 – 
 (0.1) 
 – 
 36.8 
Property, plant, equipment and other
 0.5 
 (9.5) 
 – 
 (0.1) 
 1.0 
 9.1 
Lease liability
 2.3 
 (2.9) 
 – 
 (0.1) 
 – 
 5.3 
 5.6 
 (49.7) 
 – 
 (0.3) 
 0.2 
 55.4 
Liabilities
Property, plant, equipment and other
 (1.1) 
 0.5 
 0.9 
 – 
 – 
 (2.5) 
Pension
 (1.0) 
 – 
 – 
 – 
 – 
 (1.0) 
Intangible assets
 (0.4) 
 2.4 
 – 
 – 
 (0.2) 
 (2.6) 
Right-of-use assets 
 (2.5) 
 2.5 
 – 
0.1 
 – 
 (5.1) 
 (5.0) 
 4.5 
 0.9 
 0.1 
 (0.2) 
 (11.2) 
Net
 (0.6) 
 (44.3) 
 0.9 
 (0.2) 
 – 
 44.2 
After offsetting deferred tax assets and liabilities that relate to taxes levied by the same taxation authority on the same taxable fiscal unit. The net 
deferred tax assets of £0.6 million above comprises deferred tax asset of £0.7 million and deferred tax liabilities of £0.1 million as reported on the 
Balance Sheet
2023
 £m
 Recognised 
in income
 £m
Recognised 
in goodwill 
and 
reserves
 £m
 Exchange 
movements
 £m
 Transfer 
between 
categories
 £m
2022
 £m
Assets
Inventories
 2.3 
 (0.5) 
 – 
 – 
 – 
 2.8 
Intangible assets
 1.9 
 0.9 
 – 
 (0.1) 
 – 
 1.1 
Tax losses
 36.8 
 3.9 
 – 
 (1.8) 
 – 
 34.7 
Property, plant, equipment and other
 9.1 
 (2.3) 
 (0.6) 
 (0.5) 
 – 
 12.5 
Lease liability 
 5.3 
 3.4 
 – 
 (0.2) 
 – 
 2.1 
 55.4 
 5.4 
 (0.6) 
 (2.6) 
 – 
 53.2 
Liabilities
Property, plant, equipment and other
 (2.5) 
 1.6 
 – 
 0.2 
 – 
 (4.3) 
Pension
 (1.0) 
 – 
 – 
 – 
 – 
 (1.0) 
Intangible assets
 (2.6) 
 (0.6) 
 0.3 
 – 
 – 
 (2.3) 
Right-of-use assets
 (5.1) 
 (3.4) 
 – 
 0.2 
 – 
 (1.9) 
 (11.2) 
 (2.4) 
 0.3 
 0.4 
 – 
 (9.5) 
Net
 44.2 
 3.0 
 (0.3) 
 (2.2) 
 – 
 43.7 

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134
Annual Report and Accounts 2024
The table below shows deferred tax on losses.
Gross
2024
£m
Tax
2024
£m
Gross
2023
£m
Tax
2023
£m
Recognised
3.6
0.9
165.9
36.8
Unrecognised1
260.8
61.0
65.9
11.0
Total
264.4
61.9
231.8
47.8
1	 In 2023, unrecognised losses in respect of Amimon Ltd have been excluded, as this was classified as a discontinued operation.
No taxes have been provided for liabilities which may arise on the distribution of unremitted earnings of subsidiaries on the basis of control, except 
where distributions of such profits are planned. As dividends remitted from overseas subsidiaries to the UK should be exempt from additional UK 
tax, no significant tax charges would be expected.
Deferred tax
Deferred tax assets are recognised to the extent it is probable that future taxable profit will be available against which the unused tax losses, 
unused tax credits and deductible temporary differences can be utilised in the relevant jurisdictions. As of 31 December 2024, the Group has 
recognised deferred tax assets of £5.6 million (2023: £55.4 million) which predominately nets with the deferred tax liability.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient 
taxable profits will be available to allow all or part of the asset to be recovered.
The Group has applied a consistent approach to previous years and based on the forecasts of taxable profit in relation to the Group’s ability to utilise 
the unused tax losses and deductible temporary differences. At 31 December 2024, the Group believes that £5.6 million of deferred tax assets are 
recoverable within a reasonably foreseeable timeframe.
The deferred tax asset decrease of £0.9 million (2023: £0.3 million increase) recognised in goodwill and reserves relates to £0.3 million decrease 
reflected in the SOCIE in relation to share options and £0.6 million decrease relating to financial instruments.
2.5 Earnings per share
Earnings per share (“EPS”) is the amount of post-tax profit/(loss) attributable to each share.
Basic EPS is calculated on the profit/(loss) for the year divided by the weighted average number of ordinary shares in issue during the year.
Diluted EPS is calculated on the profit for the year divided by the weighted average number of ordinary shares in issue during the year, but 
adjusted for the effects of dilutive share options. The key features of share option contracts are described in note 5.3 “Share-based payments”.
A negative basic EPS is not adjusted for the effects of dilutive share options.
The adjusted EPS measure is calculated based on adjusted profit/(loss) and is used by Management to set performance targets for employee 
incentives and to assess performance of the businesses.
Section 2 continued
Results for the Year continued

Strategic Report
Corporate Governance
Financial Statements
135
The calculation of basic, diluted and adjusted EPS is set out below:
2024
£m
20231
£m
Loss for the financial year from continuing operations
 (147.0) 
(12.1) 
Add back adjusting items, all net of tax:
Amortisation of intangible assets that are acquired in a business combination, net of tax
 3.0 
 3.3 
Restructuring and other costs, net of tax1
 7.1 
 4.2 
Impairment of assets, net of tax
 45.7 
 6.2 
Operating loss of previously discontinued operations, net of tax
 11.5 
–
Acquisition related charges, net of tax
 0.2 
 1.1 
Finance expense – other interest, net of tax
 0.1 
 2.0 
Deferred tax asset derecognised
 62.5 
 – 
Add back adjusting items from continuing operations, all net of tax:
 130.1 
 16.8 
Adjusted (loss)/profit after tax from continuing operations
 (16.9) 
 4.7 
Loss for the financial year from discontinued operations
 – 
 (66.0) 
Add back adjusting items, all net of tax:
Amortisation of intangible assets that are acquired in a business combination, net of tax
 – 
 1.9 
Restructuring and other costs, net of tax
 – 
 0.3 
Impairment of intangible assets, net of tax
 – 
 45.5 
Acquisition related charges, net of tax
 – 
 0.9 
Finance expense – other interest, net of tax
 – 
 0.3 
Add back adjusting items from discontinued operations, all net of tax:
 – 
 48.9 
Add back loss on disposal of discontinued operation after tax
 – 
 1.0 
Adjusted loss after tax from discontinued operations
 – 
 (16.1) 
Loss for the financial year
 (147.0) 
 (78.1) 
Adjusted loss after tax
 (16.9) 
 (11.4) 
1	 For the year ended 31 December 2024, resulting from an application of accounting policy choice, the Group has presented £0.6 million legal expenses relating to the Quasar acquisition as an 
adjusting item. The comparative figures for the year ended 31 December 2023 have been restated accordingly for an amount of £0.5 million.
	 See note 2.2 “Adjusting items”.
Weighted average number 
of shares ‘000
Adjusted earnings per share
Earnings per share
2024 
Number
2023 
Number
2024 
pence
20233
pence
2024 
pence
2023
pence
From continuing operations1
Basic 
 94,323 
 49,584 
 (17.9) 
 9.5 
 (155.8) 
 (24.4) 
Dilutive potential ordinary shares
 319 
 318 
 – 
 (0.1) 
 – 
 – 
Diluted
 94,642 
 49,902 
 (17.9) 
 9.4 
 (155.8) 
 (24.4) 
From discontinued operations
Basic
 – 
 49,584 
 – 
 (32.5) 
 – 
 (133.1) 
Dilutive potential ordinary shares
 – 
 318 
 – 
 – 
 – 
 – 
Diluted
 – 
 49,902 
 – 
 (32.5) 
 – 
 (133.1) 
From continuing and discontinued operations2
Basic
 94,323 
 49,584 
 (17.9) 
 (23.0) 
 (155.8) 
 (157.5) 
Dilutive potential ordinary shares
 319 
 318 
 – 
 – 
 – 
 – 
Diluted
 94,642 
 49,902 
 (17.9) 
 (23.0) 
 (155.8) 
 (157.5) 
1	 For the year ended 31 December 2024, 319,000 potential ordinary shares are antidilutive for both adjusted earnings per share and statutory earnings per share. For the year ended 31 December 
2023, potential 318,000 ordinary shares are dilutive for the purposes of adjusted earnings per share but antidilutive for statutory earnings per share. 
2	 319,000 (2023: 318,000) potential ordinary shares are antidilutive for both adjusted earnings per share and statutory earnings per share.
3	 For the year ended 31 December 2024, resulting from an application of accounting policy choice, the Group has presented £0.6 million legal expenses relating to the Quasar acquisition as an 
adjusting item. The comparative figures for the year ended 31 December 2023 have been restated accordingly in the Consolidated Statement of Profit or Loss and related notes for an amount 
of £0.5 million. There is no impact on the Group’s net assets. See note 2.1 “Operating expenses”.

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136
Annual Report and Accounts 2024
This section shows the assets and liabilities used to generate the Group’s trading performance. Liabilities relating to the Group’s financing 
activities are addressed in Section 4. Current tax and deferred tax assets and liabilities are shown in note 2.4 “Tax”.
On the following pages, there are disclosures covering the following:
3.1 Intangible assets
3.2 Property, plant and equipment
3.3 Working capital
3.4 Discontinued operations and non-current assets classified as held for sale
3.5 Provisions
3.6 Leases
3.7 Acquisitions
3.1 Intangible assets
This shows the non-physical assets used by the Group to generate revenues and profits. These assets include the following :
–	 Goodwill
–	 Acquired intangible assets
–	 Software
–	 Capitalised development costs
Accounting policies
Goodwill
The goodwill recognised by the Group has all arisen as a result of acquisitions and is stated at cost less any accumulated impairment losses. Goodwill 
is allocated on acquisition to CGUs, or groups of CGUs, assessed to be the three segments of the Group, that are anticipated to benefit from the 
combination. It is not subject to amortisation but is tested annually for impairment. Impairment is determined by assessing the recoverable amount 
of the segment to which the goodwill relates. This estimate of recoverable amount is determined at each Balance Sheet date.
The estimate of recoverable amount requires significant assumptions to be made and is based on a number of factors such as the near-term 
business outlook for the segment, including both its operating profit and operating cash flow performance. Where the recoverable amount of the 
segment is less than the carrying amount, an impairment loss is recognised. Impairment losses on goodwill are not reversed.
All acquisitions are accounted for by applying the acquisition method. Goodwill on these acquisitions represents the excess of the fair value of the 
acquisition consideration over the fair value of the identifiable net assets acquired, all measured at the acquisition date. Subsequent adjustments to 
the fair values of net assets acquired can be made within 12 months of the acquisition date where original fair values were determined provisionally. 
These adjustments are accounted for from the date of acquisition.
Other intangible assets
Acquired intangible assets
Other intangible assets acquired as part of a business combination are shown at fair value at the date of acquisition less accumulated amortisation 
at the rates indicated below:
Brand	
	
	
3 to 20 years
Customer relationships	
3 to 10 years
Technology	
	
3 to 20 years
Software
The cost of acquiring software (including associated implementation and development costs where applicable) is classified as an intangible asset. 
Costs that are directly associated with the production of identifiable and unique software products controlled by the Group, and that are assessed 
as likely to generate economic benefits exceeding costs beyond one year, are also capitalised and recognised as intangible assets. Costs associated 
with maintaining computer software programs are recognised as an expense as incurred. Software expenditure is amortised over its estimated 
useful life of between three to five years, and is stated at cost less accumulated amortisation and impairment losses.
Capitalised development costs
Research and development costs are charged to the Statement of Profit or Loss in the year in which they are incurred unless development 
expenditure meets the criteria for capitalisation. Once detailed and strict criteria have been met that confirm that the product or process is both 
technically and commercially feasible and the Group has sufficient resources to complete the product, any further expenditure incurred on the 
project is capitalised. The capitalised expenditure includes the cost of materials, direct labour and an appropriate portion of overheads. Capitalised 
expenditure is amortised over the life of the product, and is stated at cost less accumulated amortisation and impairment losses.
The significant judgements relate to the future forecasts of revenue. Impairments to capitalised development costs were made where the revenue 
did not support the balance and not illustrating future economic benefits to support the balance.
Section 3
Operating Assets and Liabilities

Strategic Report
Corporate Governance
Financial Statements
137
Impairment tests for CGUs or groups of CGUs containing goodwill
In accordance with the requirements of IAS 36 “Impairment of Assets”, goodwill is allocated to the CGU groups, assessed to be the three segments 
of the Group, which are expected to benefit from the combination and are identified by the way goodwill is monitored for impairment. The Group’s 
total consolidated goodwill of £49.2 million at 31 December 2024 (£94.8 million at 31 December 2023) is allocated to: Media Solutions: £38.1 million 
(2023: £52.7 million); Production Solutions: £nil million (2023: £31.1 million); and Creative Solutions: £11.1 million (2023: £11.0 million). Goodwill 
allocated to each segment is assessed for impairment annually and whenever there is a specific indicator of impairment.
As part of the annual impairment test review, the recoverable value of the CGU has been assessed with reference to the higher of fair value less 
costs of disposal and the value in use (“VIU”) methodology which is then compared to the carrying value of the net assets within the CGU. The VIU 
was performed over a projected period of five years together with a terminal value. This reflects the projected cash flows of each segment based on 
the actual operating results, the most recent Board approved budget, the strategy, and Management projections. As part of determining the value 
in use of each CGU group and carrying value of long-term assets, Management has considered the potential impact of climate change on the 
business performance over the next five years, and the terminal growth rates. While there is considerable uncertainty relating to the longer term 
and quantifying the impact on a range of outcomes, Management considers that environmental related incremental costs are expected to have a 
minimal impact; the Group has already implemented strategies to mitigate this impact.
Recognising that there are extreme but unlikely scenarios, the Group considers that while exposed to physical risks associated with climate change 
(such as flooding, heatwaves, sea level rises and increased precipitation) the estimated impact of these on the Group is not deemed material when 
determining the value in use of each CGU group and carrying value of associated long-term assets. In addition, the Group is exposed to transitional 
risks which might arise, for example, from government policy, customer expectations, material costs and increased stakeholder concern. The 
transitional risks could result in financial impacts such as higher environmentally focused levies (e.g. carbon pricing) and increased material costs. 
While the Group is exposed to the potential financial impacts associated with transitional risks after expected mitigating actions these are not 
deemed to have a significant impact on the value in use of each CGU group, determination of available headroom, and carrying value of associated 
long-term assets.
The key assumptions on which the value in use calculations are based relate to (i) Business performance over the next five years, (ii) Terminal growth 
rates beyond 2029; and (iii) Discount rates applied.
(i)	 Business performance over the next five years – Forecast sales growth rates are based on past experience and take into account current and 
future market conditions and opportunities, and strategic decisions made in respect of each CGU group. Operating profits are forecast based 
on historical experience of operating margins adjusted for the impact of changes in product costs, cost-saving initiatives already implemented 
or committed to at the balance sheet date and new product launches. Cash conversion is the ratio of operating cash flow to operating profit. 
Management forecasts the cash conversion rate based on historical experience.
(ii)	 Terminal growth rates beyond 2029 – These are based on Management’s assessment of the outlook for overall market growth with Creative 
Solutions, Media Solutions and Production Solutions broadly similar to long-term world GDP growth at 2% (2023: 2.0% for Media Solutions and 
Production Solutions, and 4.0% for Creative Solutions). In the prior year, for Creative solutions, Management believed the end-markets and 
geographies in which the division operates indicate higher growth potential.
(iii)	Discount rates applied – The post-tax discount rates were measured based on the interest rate of 30-year government bonds issued in the 
relevant market, adjusted for a risk premium to reflect both the increased risk of investing in equities generally and the systematic risk of the 
CGU group. The post-tax discount rates and its equivalent pre-tax discount rates applied to discount the post-tax cash flows were as follows:
CGU
Post tax discount rate
Equivalent Pre-tax discount rate
2024
2023
2024
2023
Media Solutions
12%
12%
15%
15%
Production Solutions
12%
11%
14%
14%
Creative Solutions
12%
11%
15%
16%
Outcome of the impairment review
During the year, two impairments assessments were performed, one at 30 June 2024 and another at 31 December 2024. As part of these 
assessments it was concluded that there is headroom in the Creative Solutions CGU. The carrying value of the Media Solutions CGU and Production 
Solutions CGU exceeded its value in use. An impairment charge of £46.0 million (Media Solutions CGU: £14.9 million and Production Solutions CGU: 
£31.1 million) was recognised in the Consolidated Statement of Profit or Loss, and the related effect of foreign exchange of £0.2 million (Media 
Solutions CGU: £0.1 million credit and Production Solutions CGU: £0.3 million charge) is recognised in the SOCIE. The impairment charge of 
£14.9 million, in relation to Media Solutions, was made as at 30 June 2024.
Other sensitivities
There are no reasonable changes to estimates that would lead to an impairment for Creative Solutions. For Media Solutions, a reduction in terminal 
operating profit margin by 100 bps results in a reduction of headroom by £8.0 million and this could arise if Media Solutions does not achieve the 
operating model.
The table below shows the sensitivity of the £31.1 million impairment charge recognised in relation to Productions Solutions, to reasonable possible 
changes in key assumptions.
Scenario 1 (+/-50bps)
Scenario 2 (+/-100bps)
Discount rate
£1.9 million/(£2.1 million)
£3.7 million/(£4.5 million)
Terminal growth rate
(£1.4 million)/£1.3 million
(£3.0 million)/£2.5 million
Terminal cash conversion rate
(£0.2 million)/£0.2 million
(£0.5 million)/£0.5 million

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Intangible assets
Total
£m
Goodwill
£m
Acquired 
intangible 
assets 
£m
Software 
£m
Capitalised 
development 
costs 
£m
Cost
At 1 January 2023
 354.5 
 126.2 
 142.3 
 20.2 
 65.8 
Currency translation adjustments
 (13.6) 
 (4.5) 
 (6.0) 
 (0.6) 
 (2.5) 
Additions
 13.7 
 – 
 – 
 0.7 
 13.0 
Disposals
 (21.9) 
 (11.2) 
 (9.8) 
 (0.4) 
 (0.5) 
Held for sale
 (63.7) 
 (15.3) 
 (28.4) 
 – 
 (20.0) 
At 31 December 2023 and 1 January 2024
 269.0 
 95.2 
 98.1 
 19.9 
 55.8 
Add back disposal group previously held for sale1
 19.1 
 – 
 – 
 – 
 19.1 
Currency translation adjustments
 1.2 
 0.6 
 1.3 
 (0.7) 
 0.1 
Additions
 7.6 
 – 
 – 
 0.3 
 7.3 
Disposals
 (1.6) 
 – 
 – 
 (0.9) 
 (0.7) 
At 31 December 2024
 295.3 
 95.8 
 99.4 
 18.6 
 81.5 
Accumulated amortisation and impairment losses
At 1 January 2023
 136.6 
 0.5 
 85.1 
 17.5 
 33.5 
Currency translation adjustments
 (6.1) 
 (0.4) 
 (3.7) 
 (0.5) 
 (1.5) 
Amortisation in the year
 14.0 
 – 
 6.2 
 0.9 
 6.9 
Impairment losses in the year
 52.0 
 26.8 
 15.8 
 – 
 9.4 
Disposals
 (21.9) 
 (11.2) 
 (9.8) 
 (0.4) 
 (0.5) 
Held for sale
 (58.2) 
 (15.3) 
 (28.4) 
 – 
 (14.5) 
At 31 December 2023 and 1 January 2024
 116.4 
 0.4 
 65.2 
 17.5 
 33.3 
Add back disposal group previously held for sale1
 13.6 
 – 
 – 
 – 
 13.6 
Currency translation adjustments
 0.5 
 0.2 
 0.8 
 (0.6) 
 0.1 
Amortisation in the year
 11.6 
 – 
 3.5 
 0.7 
 7.4 
Impairment losses in the year2
 55.1 
 46.0 
 – 
 0.9 
 8.2 
Disposals
 (1.6) 
 – 
 – 
 (0.9) 
 (0.7) 
At 31 December 2024
 195.6 
 46.6 
 69.5 
 17.6 
 61.9 
Carrying amounts
At 1 January 2023
 217.9 
 125.7 
 57.2 
 2.7 
 32.3 
At 31 December 2023 and 1 January 2024
 152.6 
 94.8 
 32.9 
 2.4 
 22.5 
At 31 December 2024
 99.7 
 49.2 
 29.9 
 1.0 
 19.6 
1	 Net capitalised development costs of £5.5 million (cost: £19.1 million, depreciation: £13.6 million) relating to the disposal group held for sale in the Creative Solutions Division in 2023, were 
reclassified in December 2024 from discontinued to continuing operations. See note 3.4 “Discontinued operations and non-current assets classified as held for sale.
2	 Goodwill impairment losses of £46.0 million comprise £14.9 million relating to the Media Solutions CGU and £31.1 million relating to the Production Solutions CGU.
The carrying value of individually material acquired intangible assets is £10.4 million (2023: £11.2 million) for trademarks, £14.1 million 
(2023: £15.9 million) for customer relationships and £5.1 million (2023: £5.3 million) for technology. The remaining amortisation period of these 
intangible assets is between eight and 18 years for trademarks, seven years for customer relationships and 18 years for technology.
Software impairment losses of £0.9 million related to Creative Solutions Division: £0.5 million and Media Solutions Division: £0.4 million.
Capitalised development impairment losses of £8.2 million related to Creative Solutions Division: £5.9 million (of which £4.7 million related to 
Amimon), Media Solutions Division: £1.7 million and Production Solutions Division: £0.6 million. The impairment losses arose as a result of various 
projects being abandoned or an exit from the market. Following the impairment charges, capitalised development costs in the above projects were 
fully impaired.
The carrying value of individually material capitalised development costs is £1.0 million (2023: £6.8 million) with a remaining amortisation period 
of five years.
Amortisation of intangible assets of £11.6 million (2023: £14.0 million) and impairment losses of £55.1 million (2023: £52.0 million) are included 
within operating expenses.
Section 3 continued
Operating Assets and Liabilities continued

Strategic Report
Corporate Governance
Financial Statements
139
3.2 Property, plant and equipment
This shows the physical assets used by the Group to generate revenues and profits. These assets include the following:
–	 Land and buildings
–	 Plant, machinery and vehicles
–	 Equipment, fixtures and fittings
Accounting policies
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. Rental assets are recorded as plant and 
machinery. Right-of-use assets under lease contracts are included within property, plant and equipment. See note 3.6 “Leases”.
Depreciation
Depreciation is charged on a straight-line basis over their estimated useful economical lives of the assets. The annual depreciation charge is sensitive 
to the estimated useful life of each asset and expected residual value at the end of its life. The major categories of property, plant and equipment 
are depreciated as follows:
Freehold land
not depreciated
Freehold buildings
up to 50 years
Leasehold improvements
shorter of estimated useful life or remaining period of the lease
Plant and machinery
4 to 10 years
Motor vehicles
3 to 4 years
Equipment, fixtures and fittings
3 to 10 years
Rental assets
3 to 6 years
Impairment of assets
Property, plant and equipment that is subject to depreciation is reviewed for impairment when events or changes in circumstances indicate that the 
carrying amount may not be recoverable. Indicators of impairment may include changes in technology and market conditions.
The impact of climate change on useful economic lives of property, plant and equipment is not deemed to be significant.

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Property, plant and equipment
Total  
£m
Land and 
buildings  
£m
Plant, 
machinery 
and 
vehicles  
£m
Equipment, 
fixtures and 
fittings 
£m 
Cost 
At 1 January 2023
 197.1 
 85.9 
 99.5 
 11.7 
Currency translation adjustments 
 (5.7) 
 (2.8) 
 (2.6) 
 (0.3) 
Transfers between categories 
 – 
 – 
 (0.2) 
 0.2 
Additions 
 12.5 
 7.3 
 4.1 
 1.1 
Disposals 
 (11.4) 
 (4.3) 
 (5.4) 
 (1.7) 
Held for sale
 (5.0) 
 (3.9) 
 (1.0) 
 (0.1) 
At 31 December 2023 and 1 January 2024
 187.5 
 82.2 
 94.4 
 10.9 
Add back disposal group previously held for sale1
 2.5 
 1.4 
 1.0 
 0.1 
Currency translation adjustments 
 (3.7) 
 (1.0) 
 (2.5) 
 (0.2) 
Transfers between asset categories 
 – 
 – 
 (0.2) 
 0.2 
Additions 
 12.2 
 4.2 
 7.4 
 0.6 
Disposals 
 (12.3) 
 (4.7) 
 (5.0) 
 (2.6) 
At 31 December 2024 
 186.2 
 82.1 
 95.1 
 9.0 
Accumulated depreciation 
At 1 January 2023
 130.5 
 43.8 
 78.5 
 8.2 
Currency translation adjustment 
 (3.7) 
 (1.4) 
 (2.1) 
 (0.2) 
Transfers between categories 
 – 
 – 
 (0.2) 
 0.2 
Depreciation charge in the year 
 14.4 
 6.6 
 6.7 
 1.1 
Impairment losses in the year2
 1.8 
 1.4 
 0.4 
 – 
Disposals 
 (10.5) 
 (3.8) 
 (5.2) 
 (1.5) 
Held for sale 
 (1.4) 
 (1.0) 
 (0.3) 
 (0.1) 
At 31 December 2023 and 1 January 2024
 131.1 
 45.6 
 77.8 
 7.7 
Add back disposal group previously held for sale1
 1.4 
 1.0 
 0.3 
 0.1 
Currency translation adjustment 
 (3.1) 
 (0.7) 
 (2.2) 
 (0.2) 
Transfers between asset categories 
 – 
 (0.1) 
 – 
 0.1 
Depreciation charge in the year 
 13.2 
 6.0 
 6.1 
 1.1 
Impairment losses in the year2
 6.0 
 5.2 
 0.6 
 0.2 
Disposals 
 (11.0) 
 (3.7) 
 (4.7) 
 (2.6) 
At 31 December 2024 
 137.6 
 53.3 
 77.9 
 6.4 
Carrying amounts 
At 1 January 2023
 66.6 
 42.1 
 21.0 
 3.5 
At 31 December 2023 and 1 January 2024 
 56.4 
 36.6 
 16.6 
 3.2 
At 31 December 2024 
 48.6 
 28.8 
 17.2 
 2.6 
1	 Net property, plant and equipment of £1.1 million (Cost: £2.5 million, Depreciation: £1.4 million) relating to the disposal group held for sale in the Creative Solutions Division in 2023, were 
reclassified in December 2024 from discontinued to held for continuing operations. See note 3.4 “Discontinued operations and non-current assets classified as held for sale”.
2	  In 2024, property, plant and equipment impairment losses of £6.0 million related mainly to the restructuring activities around the Group. Impairment losses of £5.2 million to land and buildings 
comprise Productions Solutions Division: £3.0 million, Media Solutions Division: £1.3 million, Amimon: £0.6 million, and Corporate: £0.3 million. Impairment losses of £.6 million to plant, 
machinery and vehicles related to Amimon. See 2.2 “Adjusting items”.
In 2023, impairment losses of £1.4 million to land and buildings comprised £1.3 million relating to the non-current asset held for sale in Production 
Solutions Division, and £0.1 million relating to the relocation of the Wooden Camera operations in Creative Solutions Division, to Costa Rica. 
Impairment losses of £0.4 million to plant, machinery and vehicles comprised the write-off of assets in the Production Solutions Division: 
£0.2 million, and the Media Solutions Division: £0.2 million.
Plant, machinery and vehicles includes equipment rental assets with an original cost of £13.7 million (2023: £11.6 million) and accumulated 
depreciation of £10.0 million (2023: £9.3 million).
There were no capital commitments at 31 December 2024 or at 31 December 2023 for which no provision has been made in the accounts.
Depreciation is included within the operating expenses and cost of sales within the Consolidated Statement of Profit or Loss.
Section 3 continued
Operating Assets and Liabilities continued

Strategic Report
Corporate Governance
Financial Statements
141
3.3 Working capital
Working capital represents the assets and liabilities the Group generates through its trading activities. These include inventories, trade and 
other receivables, and trade and other payables.
Careful management of working capital is vital as it ensures that the Group can meet its trading and financing obligations within its ordinary 
operating cycle.
Accounting policies
Inventories
Inventories and work in progress are carried at the lower of cost and net realisable value. Inventory acquired as part of business combinations is 
initially measured at fair value. Cost represents direct costs incurred and, where appropriate, production or conversion costs and other costs to bring 
the inventory to its existing location and condition. In the case of manufacturing inventory and work in progress, cost includes an appropriate share 
of production overheads based on normal operating capacity. Inventory is accounted for on an average cost method. Net realisable value is the 
estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses. Provisions for inventories are 
recognised when the book value exceeds their net realisable value.
In the ordinary course of business, judgement is applied to assess the level of provisions required to write down slow-moving, excess and obsolete 
inventory to its net realisable value.
Contract assets and receivables
Trade receivables and contract assets are recognised initially at fair value, and subsequently at amortised cost using the effective interest rate 
method, less provision for impairment.
A receivable is recognised when performance obligations are satisfied as this is the point in time that the consideration is unconditional because only 
the passage of time is required before the payment is due.
The Group applies the IFRS 9 simplified approach to measure expected credit losses which uses a lifetime expected loss allowance for all trade 
receivables and contract assets. To measure the expected credit losses, trade receivables and contract assets have been grouped based on shared 
credit risk characteristics and the number of days past due. The expected loss rates are based on payment profiles of sales over a preceding 
36-month period and the corresponding historical credit losses experienced within this period. When appropriate, the historical loss rates are 
adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the 
receivables where a trend exists.
Trade receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery 
include, amongst others, the failure of a debtor to engage in a repayment plan with the Group, and a failure to make contractual payments for 
an extended period.
Amounts recoverable on contracts are included in contract assets and represent revenue recognised in excess of payments on account.
Factoring of trade receivables
Trade receivables are derecognised through schemes with a financial institution, where the counterparty assumes the risk of non-payment by the 
customer. The transfer is on a limited recourse basis in which there is no obligation to the factor for non-payment by a customer and substantially 
all risks and rewards have been transferred.
Derecognition occurs when cash is received from the financial institution (less reverse factoring discount).
On 28 June 2023 the Group signed a €20.0 million (£17.3 million) uncommitted evergreen receivables factoring facility. On 28 June 2024, the Group 
agreed with the existing RCF lenders to restrict the total amount of factoring under all facilities to £15.0 million and on the 10 January 2025 the 
Group agreed with the current factoring provider to reduce the factoring facility to €15.0 million (£12.4 million). At 31 December 2024, the amount 
of receivables factored was £8.3 million (2023: £7.9 million) and the maximum usage during the year was £9.7 million (2023: £8.2 million).
Contract liabilities and payables
Trade payables are generally recognised at the value of the invoice received from a supplier.
When customer payments are received in advance and the amount of consideration exceeds the revenue recognised, a contract liability is recognised 
in the Balance Sheet.

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Inventories
2024
£m
2023
£m
Raw materials and components
 26.5 
 35.7 
Work in progress
 7.6 
 7.4 
Finished goods
 48.4 
 52.4 
Total inventories, net of impairment provisions
 82.5 
 95.5 
Discontinued operations – finished goods, net of impairment provisions
 – 
 (1.0) 
Continuing operations – inventories, net of impairment provisions
 82.5 
 94.5 
The key estimates relating to the inventory provision include; consideration of supply chain and their lead times, future selling price, anticipated 
future sales of products over particular time periods, the susceptibility of the underlying product to obsolescence and current year trading 
performance. The anticipated level of future sales is determined primarily based on actual sales over a specified historic reference period of six 
to 24 months, which is determined by Management and is deemed appropriate to the type of inventory.
The inventory provision calculation is based on a standard Group policy which is reviewed in detail and overlay with a range of management 
estimates based on the specific circumstances around each line of inventory. The £12.8 million year over year increase was mainly driven by the 
Group performance and related level of expected sales for specific inventory. A movement of 10% within the determination of the inventory 
provision would result in a £4.4 million movement. 
Inventories recognised as an expense during the year ended 31 December 2024 amounted to £189.1 million (2023: £197.5 million; £193.0 million in 
continuing and £4.5 million in discontinued operations). These were included in cost of sales.
Inventory of £82.5 million (2023: £94.5 million) is stated net of impairment provisions of £43.5 million (2023: £28.8 million; £28.1 million in continuing 
and £0.7 million in discontinued operations). During the year £15.3 million (2023: £7.2 million) was recognised as an expense resulting from the 
impairment and write-down of inventory. A reversal of £0.5 million (2023: £0.8 million) was recognised as a reduction of the amount of inventory 
recognised as an expense.
Inventory impairment provisions of £43.5 million (2023: £28.8 million; £28.1 million in continuing and £0.7 million in discontinued operations) 
comprise raw materials: £16.9 million (2023: £10.0 million), work in progress: £1.6 million (2023: £1.0 million), and finished goods: £25.0 million 
(2023: £17.1 million in continuing and £0.7 million in discontinued operations).
Trade and other receivables
2024
£m
2023
£m
Current receivables
Trade receivables, net of impairment provisions
 27.8 
 36.5 
Recoverable VAT
 2.0 
 3.7 
Other receivables
 4.3 
 3.3 
Right to returned goods 
 0.1 
 0.5 
Prepayments
 4.5 
 4.8 
Total current receivables
 38.7 
 48.8 
Discontinued operations – trade receivables, net of impairment provisions
 – 
 (1.3) 
Discontinued operations – other receivables
 – 
 (0.2) 
Continuing operations – current receivables
 38.7 
 47.3 
Non-current receivables
Other receivables1
 4.5 
 5.7 
Discontinued operations – other receivables
 – 
 (0.5) 
Non-current receivables – continuing operations
 4.5 
 5.2 
Total receivables – continuing operations
 43.2 
 52.5 
1	 Other receivables include an amount of £2.9 million (2023: £3.7 million) relating to the recoverable by the Group under the escrow and indemnity arrangement with the vendors of Savage, 
acquired in 2021.
Section 3 continued
Operating Assets and Liabilities continued

Strategic Report
Corporate Governance
Financial Statements
143
2024
£m
2023
£m
Gross trade receivables – ageing2
Not yet due
 23.6 
 30.4 
1-30 days
 3.4 
 5.3 
31-60 days
 1.7 
 0.8 
61-90 days
 0.7 
 0.6 
Over 90 days
 2.9 
 2.6 
Gross trade receivables
 32.3 
 39.7 
2	 Days overdue are measured from the date an invoice was due to be paid.
Total 
£m
Overdue 
debts
£m
Discounts  
£m
Impairment provisions against trade receivables
Balance at 1 January 2024
 3.2 
 1.7 
 1.5 
Net increase during the year
 2.1 
 0.5 
 1.6 
Utilised during the year
 (0.8) 
 – 
 (0.8) 
Balance at 31 December 2024
 4.5 
 2.2 
 2.3 
Trade and other payables
2024
£m
2023
£m
Current trade and other payables
Trade payables
 21.7 
 20.8 
Other tax and social security costs
 3.6 
 5.0 
Expected refunds to customers
 1.3 
 1.0 
Accruals
 12.1 
 10.5 
Other creditors3
 5.0 
 7.9 
Total current trade and other payables
 43.7 
 45.2 
Discontinued operations – trade payables
 – 
 (0.8) 
Discontinued operations – other payables
 – 
 (1.6) 
Continuing operations – current trade and other payables
 43.7 
 42.8 
Non-current payables
Other non-trade payables
 0.8 
 1.2 
Continuing operations – total trade and other payables 
 44.5 
 44.0 
3	 Other creditors includes an amount of £5.0 million (2023: £2.7 million) relating to employee benefits.

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3.4 Discontinued operations and non-current assets classified as held for sale
Discontinued operations
In 2023, in accordance with IFRS 5 “Non-current Assets Held for Sale and Discontinued Operations”, the assets and liabilities of the Amimon 
business, which is part of the Creative Solutions Division was held for sale, and the Syrp business, which was part of the Media Solutions Division 
was abandoned. Discontinued operations are businesses that have been sold, abandoned, or which are held for sale and contribute to a separate 
major line of business or geographical area of operations. The Lightstream and Amimon businesses, part of the Creative Solutions Division, 
and the Syrp business, part of the Media Solutions business, were all classified as discontinued operations.
As at 30 June 2023, Lightstream and Amimon were classified as a disposal group held for sale and discontinued operations. On 2 October 2023 
the Group sold its Lightstream business based in the US.
On 31 December 2023 the Syrp business based in New Zealand was abandoned. 
In December 2024, the decision was made to no longer proceed with the disposal of Amimon as no credible offers were received at the time. Instead, 
the decision was made in 2024 to close the business through 2025 and sell Amimon’s zero delay technology intellectual property to the Teradek 
business, also part of the Creative Solutions Division. Amimon, therefore, no longer meets the definition of a disposal group held for sale as at 
31 December 2024, and as a result, is reclassified from held for sale and discontinued operation, to held for continuing operations in 2024. Amimon’s 
results has been disclosed as an adjusting item within note 2.2 “Adjusting Items”. Subsequently, on 9 April 2025 the Group sold its Amimon business, 
part of the Creative Solutions Division, for a gross cash consideration of $1.0 million (£0.8 million). In addition, Teradek LLC, also part of the Creative 
Solutions Division, received $2.3 million (£1.8 million) for entering into a licence agreement to grant Amimon a licence to use certain Licenced 
Technology.
On 5 January 2024 certain land and buildings of the Production Solutions Division were sold for a net sale price of £2.5 million and leased back in the 
same transaction. The asset has been accounted for as a right of use asset. These were held for sale in 2023. 
The tables below shows the results of the 2023 discontinued operations which were included in the Consolidated Statement of Profit or Loss and 
Consolidated Statement of Cash Flows, and the effect of the disposal group on the Consolidated Balance Sheet as at 31 December 2023. The 2024 
results of Amimon are included as a continuing operation in the Consolidated Statement of Profit or Loss and Consolidated Statement of Cash 
Flows. See note 2.2 “Adjusting items”.
a) Income Statement – discontinued operations
Notes
2024 
£m
2023 
£m
Revenue 
2.1
 – 
 8.1 
Expenses 
 – 
 (68.6) 
Operating loss 
 – 
 (60.5) 
Comprising
– Adjusted operating loss 
 – 
 (6.3) 
– Adjusting items in operating loss 
2.2
 – 
 (54.2) 
Finance expense 
 – 
 (0.4) 
Loss before tax 
 – 
 (60.9) 
Comprising
– Adjusted loss before tax 
 – 
 (6.4) 
– Adjusting items in loss before tax 
2.2
 – 
 (54.5) 
Taxation 
 – 
 (4.1) 
Loss after tax from discontinued operations 
 – 
 (65.0) 
Loss on disposal of discontinued operation after tax 
 – 
 (1.0) 
Loss after tax from discontinued operations attributable to owners of parent 
 – 
 (66.0) 
Section 3 continued
Operating Assets and Liabilities continued

Strategic Report
Corporate Governance
Financial Statements
145
b) Statement of Cash Flows – discontinued operations
2024 
£m
2023 
£m
Net cash used in operating activities
 – 
 (7.3) 
Net cash used in investing activities
 – 
 (4.1) 
Net cash used in financing activities 
 – 
 (0.4) 
Net cash used in discontinued operations 
 – 
 (11.8) 
Loss on disposal of discontinued operation after tax 
 – 
 (1.0) 
Add back share-based payment charge 
 – 
 0.1 
Disposal of business in cash flow 
 – 
 (0.9) 
c) Effect of the disposal group on the Group Balance Sheet 
2024 
£m
2023 
£m
Assets of the disposal group classified as held for sale
Intangible assets
 – 
 5.5 
Property, plant and equipment1
 – 
 3.6 
Inventories
 – 
 1.0 
Contract assets
 – 
 0.2 
Trade receivables
 – 
 1.3 
Other current receivables
 – 
 0.2 
Other non-current receivables
 – 
 0.5 
 – 
 12.3 
Liabilities of the disposal group classified as held for sale
Lease liabilities
 – 
 (0.3) 
Contract liabilities
 – 
 (0.3) 
Trade payables
 – 
 (0.8) 
Other payables
 – 
 (1.6) 
Current provisions
 – 
 (0.6) 
Non-current provisions
 – 
 (1.0) 
 – 
 (4.6) 
1	 In 2023, property, plant and equipment of £3.6 million classified as assets held for sale within the year comprised land and buildings of £2.5 million in Continuing operations (Production 
Solutions Division) and £1.1 million in Discontinued operations (Creative Solutions Division).

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3.5 Provisions
A provision is recognised by the Group where an obligation exists, relating to events in the past, and it is probable that an outflow of economic 
benefits will be required to settle it.
Accounting policies
Provisions
Provisions are recognised in the Balance Sheet when the Group has a present legal or constructive obligation as a result of a past event, and it is 
probable that an outflow of economic benefits will be required to settle it. If the effect is material, provisions are determined by discounting the 
expected future cash flows at an appropriate discount rate.
Provisions for warranties, based on historical warranty data, are recognised when the underlying products or services are sold.
Obligations arising from restructuring plans are recognised when detailed formal plans have been established and the restructuring has either 
commenced or has been announced.
Total 
£m
Warranty 
£m
Restructuring 
£m
Tax-
related 
provisions
£m
Grant
repayment
£m
Other 
£m
At 1 January 2024
 5.5 
 1.2 
 0.2 
 1.8 
 1.5 
 0.8 
Provisions made during the year
 11.1 
 0.6 
 10.3 
 0.1 
 0.1 
 – 
Provisions utilised during the year
 (4.1) 
 (0.2) 
 (3.7) 
 – 
 (0.2) 
 – 
Provisions reversed during the year
 (0.4) 
 (0.1) 
 – 
 (0.1) 
 – 
 (0.2) 
Currency translation adjustments
 (0.2) 
 – 
 (0.1) 
 – 
 – 
 (0.1) 
At 31 December 2024
 11.9 
 1.5 
 6.7 
 1.8 
 1.4 
 0.5 
Current
 11.2 
 1.3 
 6.7 
 1.8 
 1.4 
 – 
Non-current
 0.7 
 0.2 
 – 
 – 
 –
 0.5 
 11.9 
 1.5 
 6.7 
 1.8 
 1.4 
 0.5 
Warranty provisions
Warranties over the Group’s products typically cover periods of between one and five years. The provision represents Management’s best estimate 
of the Group’s liability based on past experience.
Restructuring
The restructuring provision is expected to be utilised during 2025.
Tax-related provisions
In relation to Savage, which was acquired in 2021, the Group recognised a provision of £1.7 million for a tax-related contingent liability which is not 
in the scope of IAS 12 “Income Taxes”. As part of the acquisition agreement, the Group obtained indemnities from the sellers and an amount of the 
potential consideration was transferred to an escrow account. The amount of any payment would be recoverable by the Group under the escrow 
and indemnity arrangements, and as such, the Group has also recognised a corresponding receivable included in trade and other receivables. This is 
expected to be resolved by 2025.
A provision of £0.1 million was made during the year in relation to a PAYE tax audit. This will be utilised during 2026.
Grant repayment
A provision of £1.4 million in Amimon relates to grant re-payments to the Israeli Innovation Authority (“IIA”). The amounts repayable are based 
on royalties from future sales of the products that were developed using the grant fund. A payment of £0.2 million was made during the year.
Other
Other provisions of £0.5 million relate to potential dilapidation costs on the termination of leases on occupied property that the Group has entered 
into.
Section 3 continued
Operating Assets and Liabilities continued

Strategic Report
Corporate Governance
Financial Statements
147
3.6 Leases
This note provides information in relation to leases when the Group is a lessee. The Group does not have any material leases where it acts as a 
lessor.
Accounting policies
Leases
Each lease is recognised as a right-of-use asset with a corresponding liability at the date at which the leased asset is available for use by the Group. 
Assets and liabilities arising from a lease are initially measured on a present value basis. Interest expense is charged to the Consolidated Statement 
of Profit or Loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability. The right-of-use 
asset is depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis.
For the Group, lease payments generally comprise the following:
–	 fixed payments, less any lease incentives receivable;
–	 variable payments that are based on an index or rate; and
–	 payments to be made under extension options which are reasonably certain to be exercised.
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the lessee’s incremental borrowing 
rate is used, being the rate that the lessee would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar economic 
environment with similar terms and conditions. Generally, the interest rate implicit in the lease is not readily determinable, as such the incremental 
borrowing rate is used to discount future lease payments.
Right-of-use assets are measured at cost comprising the amount of the initial measurement of the lease liability, and lease payments made 
at or before the commencement date less any lease incentives received, any initial direct costs, and restoration costs.
When an adjustment to lease payments based on an index takes effect, the liability is remeasured with a corresponding adjustment to the right-of-
use asset.
Payments associated with short-term leases and leases of low-value assets are recognised on a straight-line basis as an expense in the Consolidated 
Statement of Profit or Loss.
The Group’s leasing activities
The Group enters into leases of land and buildings in relation to offices, warehouses and factory premises around the world. In addition, the Group 
leases plant, machinery and vehicles, as well as other equipment.
Contracts entered into by the Group have a wide range of terms and conditions but generally do not impose any additional covenants. Several of 
the Group’s contracts include indexation adjustments to lease payments in future periods which are not reflected in the measurement of the lease 
liabilities at 31 December 2024.
Many of the contracts entered into by the Group include extension or termination options which provide the Group with additional operational 
flexibility. If the Group considers it reasonably certain that an extension option will be exercised or a termination option not exercised, the additional 
period is included in the lease term. Generally, extension options are not included in the lease term for plant, machinery and vehicles, and equipment, 
fixtures and fittings. Most options in respect of land and buildings are not included in the calculation of the lease term.
During 2024, the financial effect of revising lease terms arising from the effect of exercising extension and termination options was a decrease 
of £0.6 million (2023: £1.3 million) in the recognised lease liabilities.
As at 31 December 2024, potential future cash outflows of £8.9 million (2023: £9.1 million) (undiscounted) have not been included in the lease liability 
because it is not reasonably certain that the leases will be extended (or not terminated).
A maturity analysis of lease liabilities is included in note 4.2 “Financial instruments”.

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Right-of-use assets
Total 
£m
Leasehold 
land and 
buildings 
£m
 Plant, 
machinery 
and vehicles
£m
 Equipment, 
fixtures and 
fittings
£m
Cost 
At 1 January 2023 
 59.8 
 57.3 
 2.0 
 0.5 
Currency translation adjustments 
 (2.0) 
 (1.9) 
 (0.1) 
 – 
Additions 
 7.7 
 6.9 
 0.6 
 0.2 
Termination of leases 
 (5.0) 
 (4.0) 
 (0.8) 
 (0.2) 
At 31 December 2023 and 1 January 2024 
 60.5 
 58.3 
 1.7 
 0.5 
Currency translation adjustments 
 (0.4) 
 (0.4) 
 – 
 – 
Additions 
 4.3 
 3.5 
 0.8 
 – 
Termination of leases 
 (4.6) 
 (4.4) 
 (0.2) 
 – 
Disposals
 (0.5) 
 (0.3) 
 (0.2) 
 – 
At 31 December 2024 
 59.3 
 56.7 
 2.1 
 0.5 
Accumulated depreciation 
At 1 January 2023 
 27.0 
 25.7 
 1.1 
 0.2 
Currency translation adjustment 
 (0.9) 
 (0.9) 
 – 
 – 
Depreciation charge in the year 
 6.4 
 5.8 
 0.5 
 0.1 
Impairment losses in the year 
 0.2 
 0.2 
 – 
 – 
Depreciation on termination of lease 
 (4.7) 
 (3.8) 
 (0.8) 
 (0.1) 
At 31 December 2023 and 1 January 2024 
 28.0 
 27.0 
 0.8 
 0.2 
Currency translation adjustments 
 (0.4) 
 (0.3) 
 (0.1) 
 – 
Depreciation charge in the year 
 6.0 
 5.3 
 0.6 
 0.1 
Impairment losses in the year 
 4.5 
 4.4 
 0.1 
 – 
Depreciation on termination of lease 
 (3.6) 
 (3.4) 
 (0.2) 
 – 
Disposals 
 (0.5) 
 (0.3) 
 (0.2) 
 – 
At 31 December 2024 
 34.0 
 32.7 
 1.0 
 0.3 
Carrying amounts 
At 1 January 2023 
 32.8 
 31.6 
 0.9 
 0.3 
At 31 December 2023 and 1 January 2024 
 32.5 
 31.3 
 0.9 
 0.3 
At 31 December 2024 
 25.3 
 24.0 
 1.1 
 0.2 
Total cash outflow for leases is £7.6 million (2023: £8.2 million) of which £1.5 million (2023: £1.5 million) relates to interest and £6.1 million 
(2023: £6.7 million) to principal lease repayments.
Section 3 continued
Operating Assets and Liabilities continued

Strategic Report
Corporate Governance
Financial Statements
149
3.7 Acquisitions
This note outlines how the Group has accounted for businesses that it has acquired.
Acquisitions are accounted for under the acquisition method, based on the fair values of the consideration paid. Assets and liabilities, with 
limited exceptions, are measured at their fair value at the acquisition date. This process continues as information is finalised, and accordingly 
any fair values presented in the tables below are provisional amounts. In accordance with IFRS 3, until the assessment is complete the 
measurement period will remain open up to a maximum of 12 months from the acquisition date so long as information remains outstanding.
The Group estimates the provisional fair values and useful lives of acquired assets and liabilities at the date of acquisition. The valuation of 
acquired intangibles is subject to estimation of future cash flows and the discount rate applied to them. Determination of the useful economic 
lives of technology-related intangible assets requires assumptions about future market trends and future risk of replacement or obsolescence of 
those assets. The useful economic lives of intangible assets are disclosed in note 3.1 “Intangible assets”.
The excess of the consideration transferred, any non-controlling interest recognised and the fair value of any previous equity interest in the 
acquired entity over the fair value of net identifiable assets acquired is recorded as goodwill. Acquisition-related costs are recognised in the 
Income Statement as incurred in accordance with IFRS 3.
Acquisitions provide opportunities for further development of the Group’s activities and create enhanced returns. Such opportunities and the 
workforces inherent in each of the acquired businesses represent much of the assessed value of goodwill.
Acquisition of Audix
On 11 January 2022, the Group acquired 100% of the issued share capital of Audix LLC (“Audix”), a US company, for consideration of US$45.8 million 
(£33.7 million). Under the terms of the acquisition, a deferred consideration of US$2.0 million (£1.6 million) was paid in January 2023.
No acquisitions have been made by the Group during current financial year.

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This section outlines the Group’s capital structure. The Group defines its capital structure as its equity and non-current interest-bearing loans 
and borrowings, and aims to manage this to safeguard its ability to continue as a going concern, so that it can continue to provide returns to 
shareholders and benefits for other stakeholders. The Group manages its capital and makes adjustments to it in light of changes in economic 
conditions and the risk characteristics of the underlying assets. In order to maintain or adjust its capital structure, it may return capital to 
shareholders, through dividends and share buybacks, issue new shares or sell assets to reduce debt. The Group considers its dividend policy 
at least twice a year ahead of announcing results in the context of its ability to continue as a going concern and deliver its business plan. 
The Group focuses on leverage, credit ratings and interest cost, particularly when considering investment.
On the following pages there are disclosures concerning the following:
4.1 Net debt
4.2 Financial instruments
4.3 Share capital and reserves
4.1 Net debt
The Group’s net debt comprises the following:
–	 Cash and cash equivalents (cash on hand and demand deposits at banks)
–	 Bank overdrafts that are payable on demand
–	 Interest-bearing loans and borrowings
–	 Lease liabilities
Accounting policies
Cash and cash equivalents
Cash and cash equivalents in the Balance Sheet represents cash on hand and at banks.
Cash and cash equivalents in the Statement of Cash Flows includes bank overdrafts that are repayable on demand and form an integral part 
of the Group’s cash management.
Interest-bearing loans and borrowings
Interest-bearing borrowings are recognised initially at fair value less any directly attributable transaction costs. Subsequent to initial recognition, 
these transaction costs are recognised in the Statement of Profit or Loss over the term of the related borrowings.
Lease liabilities
See note 3.6 “Leases”.
Section 4
Capital Structure

Strategic Report
Corporate Governance
Financial Statements
151
Analysis of net debt
The table below analyses the Group’s components of net debt and their movements in the period:
Interest-
bearing 
loans and 
borrowings1 
£m
Leases
£m
 Liabilities 
from 
financing 
sub-total 
£m
Cash and cash 
equivalents2
£m
Total
£m
Opening at 1 January 2023
 (174.5) 
 (34.8) 
 (209.3) 
 15.8 
 (193.5) 
Other cash flows
 – 
 – 
 – 
 67.1 
 67.1 
Repayments
 313.9 
 6.7 
 320.6 
 (320.6) 
 – 
Borrowings
 (240.0) 
 – 
 (240.0) 
 240.0 
 – 
Leases entered into during the year
 – 
 (7.7) 
 (7.7) 
 – 
 (7.7) 
Leases – early termination
 – 
 0.4 
 0.4 
 – 
 0.4 
Fees incurred
 0.3 
 – 
 0.3 
 – 
 0.3 
Amortisation of fees
 (1.3) 
 – 
 (1.3) 
 – 
 (1.3) 
Foreign currency
 2.4 
 1.1 
 3.5 
 2.4 
 5.9 
Discontinued operations
 – 
 0.3 
 0.3 
 – 
 0.3 
Closing at 31 December 2023 and opening at 1 January 2024
 (99.2) 
 (34.0) 
 (133.2) 
 4.7 
 (128.5) 
Add back disposal group previously held for sale3
 – 
 (0.3) 
 (0.3) 
 – 
 (0.3) 
Other cash flows
 – 
 – 
 – 
 (0.4) 
 (0.4) 
Repayments
 231.1 
 6.1 
 237.2 
 (237.2) 
 – 
Borrowings
 (244.7) 
 – 
 (244.7) 
 244.7 
 – 
Leases entered into during the year
 – 
 (4.4) 
 (4.4) 
 – 
 (4.4) 
Leases – early termination
 – 
 0.8 
 0.8 
 – 
 0.8 
Fees incurred
 1.2 
 – 
 1.2 
 – 
 1.2 
Amortisation of fees
 (0.6) 
 – 
 (0.6) 
 – 
 (0.6) 
Foreign currency
 (2.2) 
 0.3 
 (1.9) 
 1.1 
 (0.8) 
Closing at 31 December 2024
 (114.4) 
 (31.5) 
 (145.9) 
 12.9 
 (133.0) 
1	 Interest bearing loans and borrowings include unamortised fees and transaction costs of £1.3 million (2023: £0.8 million).
2	 Cash and cash equivalents include bank overdrafts of £44.4 million (2023: £4.0 million).
3	 Finance lease of £0.3 million relating to the disposal group held for sale in the Creative Solutions Division in 2023, is reclassified in December 2024 from discontinued to continuing operations. 
See note 3.4 “Discontinued operations and non-current assets classified as held for sale.
On 14 February 2020, the Group signed a £165.0 million five-year with one optional one-year extension multi-currency RCF with a syndicate of five 
banks. The one-year extension was agreed with the syndicate banks in January 2022 (four banks) and in July 2023 (fifth bank), increasing the RCF 
maturity to 14 February 2026. In December 2022, a £35.0 million accordion was agreed with four syndicate banks, resulting in the total 
commitments increasing to £200.0 million. In June 2024, the facility was extended by six months taking the maturity to 14 August 2026 and reduced 
by £50.0 million, taking the overall committed facilities to £150.0 million.
During the second half of both 2023 and 2024, the Group renegotiated and agreed with its lending banks revised covenants for the RCF. The 
applicable covenant limit at each test date is set out below. Covenant tests during the year ended 31 December 2024 and as at 31 December 2024 
were met. The covenant tests for February 2025 and March 2025 were waived during the first quarter of 2025 and new covenant tests introduced 
for the remaining life of the facility. See note 5.7 “Subsequent events”. The applicable covenant limit at each test date is set out below:

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Test date
Net debt: 
EBITDA1
 not higher than 
EBITA:net 
interest1
 not lower than
June 2023
3.25x
4.00x
December 2023
4.25x
1.25x
March 2024
4.25x
1.50x
June 2024
4.25x
1.50x
September 2024
3.75x
2.25x
December 2024
5.50x
1.25x
February 2025
3.25x
3.00x
March 2025, onwards2
3.25x
3.50x
1	 See “Glossary of Alternative Performance Measures (“APMs”)” for the definition and determination of these items.
2	 Quarterly test dates to continue beyond March 2025.
Acquisitions are not permitted without lender consent up to March 2025, drawings above £129.0 million and declarations of dividends require lender 
consent at all times. The non-recourse factoring facility remains capped to £15.0 million utilisation.
The Group was utilising 77% of the RCF as at 31 December 2024 (31 December 2023: 51%).
Under the terms of the RCF the Group expects to and has the discretion to roll over the obligation for at least 12 months from the Balance Sheet 
date, and as a result, these amounts are reported as non-current liabilities in the Consolidated Balance Sheet. 
On 22 January 2021, the Group received a €0.7 million (£0.6 million) fixed rate loan from the Italian Government in response to COVID-19. The loan 
amortises bi-annually from June 2024 and will be fully repaid by December 2027. As at 31 December 2024, the outstanding balance was €0.5 million 
(£0.4 million).
On 14 November 2021, the Group signed a US$53.0 million (£43.8 million) three-year (expiry 14 November 2024) amortising Term Loan with a 
syndicate of four banks to facilitate the acquisition of Savage. Following the payment of 25% of the original amount during 2022 and 20% in June 
2023, the outstanding balance of US$29.1 million (£23.3 million) was pre-paid on 11 December 2023 and the facility cancelled.
On 7 January 2022, the Group signed a US$47.0 million (£38.8 million) three-year (maturity 7 January 2025) amortising Term Loan with a syndicate 
of four banks to facilitate the acquisition of AUDIX. Following the payment of 25% of the original amount during 2022 and 20% in June 2023, the 
outstanding balance of US$25.9 million (£20.7 million) was pre-paid on 11 December 2023 and the facility cancelled.
On 25 January 2024, the group entered into a new operating cash pooling arrangement with HSBC which caused a change in presentation under IAS 
32, accordingly the balances are presented gross as at 31 December 2024 while under the previous arrangement with the same bank and for the year 
ended 31 December 2023 they were presented net as they met the criteria to be disclosed net under IAS32. Under the new arrangement, the offset 
is allowed for net overdraft utilisation and interest calculation purposes. The Group’s net cash position as at 31 December 2024 is £12.9 million 
(31 December 2023: £4.7 million).
As at 31 December 2024 the Group’s net cash pool is as noted below:
Gross bank overdrafts
£44.4 million
Gross cash and cash equivalents
£45.9 million
Net cash pool
£1.5 million
The Group has a £5.0 million committed bank overdraft facility which is carved out of the £150.0 million RCF. As at 31 December 2024, £0.1m 
overdraft (31 December 2023: £4.0 million) was in use on a net basis, and £44.4 million (31 December 2023: £39.9 million) bank overdrafts were 
in use on a gross basis.
Section 4 continued
Capital Structure continued

Strategic Report
Corporate Governance
Financial Statements
153
4.2 Financial instruments
This note provides details on:
–	 Financial risk management
–	 Derivative financial instruments
–	 Fair value hierarchy
–	 Interest rate profile
–	 Maturity profile of financial liabilities
Financial risk management
The Group’s multinational operations and debt financing expose it to a variety of financial risks. In the course of its business, the Group is 
exposed to foreign currency risk, interest rate risk, liquidity risk and credit risk.
Financial risk management is an integral part of the way the Group is managed. Financial risk management policies are set by the Board of 
Directors. These policies are implemented by a central treasury department that has formal procedures to manage foreign currency risk, 
interest rate risk and liquidity risk, including, where appropriate, the use of derivative financial instruments. The Group has clearly defined 
authority and approval limits built into these procedures.
Foreign currency risk
Foreign currency risk arises both where sale or purchase transactions are undertaken in currencies other than the respective functional currencies 
of Group companies (transactional exposures) and where the results of overseas companies are consolidated into the Group’s reporting currency 
of Sterling (translational exposures).
Transactions and balances
The Group has businesses that operate around the world and accordingly record their results in a number of different functional currencies. Some 
of these operations also have some customers or suppliers that transact in a foreign currency. Foreign currency transactions are usually translated 
into the functional currency using the exchange rates at the dates of the transactions. For practical reasons, if exchange rates do not fluctuate 
significantly, a rate that approximates the actual rate at the date of the transaction may be used for all transactions in each foreign currency 
occurring during that period. Foreign exchange gains and losses resulting from the settlement of such transactions, and from the translation of 
monetary assets and liabilities denominated in foreign currencies at year-end exchange rates, are generally recognised in profit or loss. They are 
deferred in the translation reserve within equity and OCI if they relate to qualifying net investment hedges or are attributable to part of the net 
investment in a foreign operation.
The Group manages its transactional exposures to foreign currency risks through the use of forward exchange contracts including the US Dollar, 
Euro and Japanese Yen. Forward exchange contracts are used to hedge the Group’s forecasted foreign currency exposure in respect of forecast cash 
transactions for the following 12 months. Forward exchange contracts may also be used to hedge a proportion of the forecast cash transactions 
for the following 13 to 24 months. The forward exchange contracts currently have maturities of less than two years at the Balance Sheet date.
The Group ensures that its net exposure to foreign denominated cash balances is kept to an acceptable level by buying or selling foreign currencies 
at spot rates when necessary to address short-term imbalances. In addition, the Group manages the denomination of surplus cash balances across 
the overseas subsidiaries to allow natural hedging where effective in any particular country.
Translation to presentation currency
The Group’s results, which are reported in Sterling, are exposed to changes in foreign currency exchange rates across a number of different 
currencies with the most significant exposures relating to the US Dollar (“USD”) and Euro (“EUR”). The Group is exposed to the underlying 
translational movements which remain outside the control of the Group.
The Group’s translational exposures to foreign currency risks relate to both the translation of income and expenses and net assets of overseas 
subsidiaries which are converted into Sterling on consolidation. The Group does not seek to hedge the translational exposure that arises from the 
translation of income and expenses which arises from changes in the exchange rates of the US Dollar, Euro and Japanese Yen against Sterling. 
However, the Group does finance overseas investments partly through the use of foreign currency borrowings in order to provide a net investment 
hedge over the foreign currency risk that arises on translation of its foreign currency subsidiaries.
Sensitivities
It is estimated that the Group’s adjusted operating profit from continuing operations for the year ended 31 December 2024 would have increased/
decreased by approximately £1.4 million (2023: £1.3 million) from a ten cent stronger/weaker US Dollar against Sterling and by approximately 
£0.2 million (2023: £0.5 million) from a ten cent stronger/weaker Euro against Sterling. This reflects the impact of the sensitivities to the 
translational exposures and to the proportion of the transactional exposures that are not hedged.
It is estimated that the statutory operating profit from continuing and discontinued operations for the year ended 31 December 2024 would have 
increased/decreased by £1.3 million (2023: £1.2 million) from a ten cent stronger/weaker US Dollar against Sterling and by approximately £0.1 million 
(2023: £0.5 million) from a ten cent stronger/weaker Euro against Sterling.
It is estimated that the Group’s equity for the year ended 31 December 2024 would have increased/decreased by £2.3 million (2023: £4.4 million) 
from a ten cent stronger/weaker US Dollar against Sterling; by approximately £0.4 million (2023: £0.8 million) from a ten cent stronger/weaker Euro 
against Sterling; and by £nil million (2023 £0.1 million) from a one thousand stronger/weaker Japanese Yen against Sterling.

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Interest rate risk
Interest rate risk comprises the interest cash flow risk that results from borrowing at variable rates.
The Group is exposed to cash flow interest rate risk arising from long-term borrowings bearing variable interest rates. The Group policy is to 
maintain between 25% and 75% of its borrowings at fixed rate when leverage is forecast to be above 1:1 for more than 12 months. At 31 December 
2024, the Group’s variable interest rate borrowings were mainly denominated in Sterling and US Dollars, with 32% (2023: 69%) of the Group’s 
floating rate debt fixed using floating-to-fixed interest rate swaps.
The borrowings are periodically contractually repriced which exposes the Group to the risk of future changes in market interest rates.
For the year ended 31 December 2024, it is estimated that a general increase of 1% in interest rates would decrease the Group’s profit before tax 
by approximately £0.5 million (2023: £0.8 million) and a general decrease of 1% in interest rates would increase the Group’s profit before tax by 
approximately £0.5 million (2023: £0.7 million).
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due.
The Group was utilising 77% (2023: 51%) of the £150.0 million multicurrency RCF as at 31 December 2024.
The Group was utilising €10.1 million (£8.3 million) receivables factoring facility as at 31 December 2024 (31 December 2023: €9.1 million 
(£7.9 million)) . See note 3.3 “Working capital”.
Credit risk
Credit risk arises because a counterparty may fail to meet its obligations. The Group is exposed to credit risk on financial assets such as trade 
receivables, cash balances and derivative financial instruments. The Group’s maximum exposure to credit risk is represented by the carrying amount 
of each financial asset, including derivative financial instruments, in the Group Balance Sheet.
a) Trade receivables
The Group’s credit risk is primarily attributable to its trade receivables. Trade receivables are subject to credit limits, and control and approval 
procedures in the operating companies. At the Balance Sheet date, two (2023: one) of the Group’s largest customers, which have a high credit 
rating, accounts for 30% (2023: 10%) of the gross outstanding trade receivables which represents a concentration of credit risk.
b) Cash balances and derivative financial instruments
Credit risk associated with cash balances is managed by transacting with a number of major financial institutions worldwide and periodically 
reviewing their creditworthiness. 88% (2023: 85%) of the Group’s cash and cash equivalents are held in counterparties with a credit rating of A- 
or above; 11% (2023: 11%) with credit ratings between BBB+ and BBB-; with the remaining 1% (2023: 4%) held at banks with credit ratings of BB+ 
or lower. Transactions involving derivative financial instruments are managed centrally. These are only with banks that are part of the Group’s 
multi-currency RCF and all of which have strong credit ratings between BBB+ and A+. Accordingly, the Group’s associated credit risk is limited. 
The Group has no significant concentration of credit risk.
Equity risk
Equity risk arises where the variability in interest rates affect the underlying derivative valuations of the hedged interest rate swaps. For the year 
ended 31 December 2024, it is estimated that a general increase of 1% in interest rates would increase the Group’s equity by approximately £nil 
million (2023: £0.6 million) and a general decrease of 1% in interest rates would decrease the Group’s equity by approximately £nil million 
(2023: £0.6 million).
In addition, equity risk arises where the variability in exchange rates affect the re-translation of the debt that is put in to the foreign currency 
translation reserve through net investment hedging. It is estimated that equity for the year ended 31 December 2024 would have increased/
decreased by £2.3 million (2023: £4.4 million) from a ten cent stronger/weaker US Dollar against Sterling; by approximately £0.4 million 
(2023: £0.8 million) from a ten cent stronger/weaker Euro against Sterling; and by £nil million (2023 £0.1 million) from a one thousand stronger/
weaker Japanese Yen against Sterling.
Derivative financial instruments
This is a summary of the derivative financial instruments that the Group holds and uses to manage transactional exposure. The value of these 
derivatives changes over time in response to underlying variables such as interest and exchange rates. They are carried in the Balance Sheet at 
fair value.
The fair value of forward exchange contracts is determined by estimating the market value of that contract at the reporting date. Derivatives 
with a positive fair value are recorded as assets and negative fair values as liabilities, and presented as current or non-current based on their 
contracted maturity dates.
The fair value of interest rate swaps are determined by estimating the market value of that swap at the reporting date. Derivatives with a 
positive fair value are recorded as assets and negative fair values as liabilities, and presented as current or non-current based on their 
contracted maturity dates.
Contracts with derivative counterparties are based on ISDA Master Agreements. Under the terms of these arrangements, only in certain 
situations will the net amounts owing/receivable to a single counterparty be considered outstanding. The Group does not have the present legal 
ability to set-off these amounts and so they are not offset in the Balance Sheet. Of the derivative assets and derivative liabilities recognised in 
the Balance Sheet, an amount of £0.3 million (2023: £nil) would be set-off under enforceable master netting agreements.
Section 4 continued
Capital Structure continued

Strategic Report
Corporate Governance
Financial Statements
155
Accounting policies
Financial assets classification and measurement
The Group classifies its financial instruments depending on the business model for managing the financial assets and their contractual cash flows. 
Trade receivables and contract assets are measured at amortised cost while derivatives are measured at fair value through Profit or Loss unless 
designated in a qualifying hedging relationship.
Derivative financial instruments
In accordance with Board-approved policies, the Group uses derivative financial instruments such as forward foreign exchange contracts and 
interest rate swaps to hedge its exposure to fluctuations in foreign exchange rates and interest rates arising from operational activities. The Group 
does not hold or use derivative financial instruments for trading or speculative purposes.
Cash flow hedge accounting
Cash flow hedges are used to hedge the variability in cash flows of highly probable forecast transactions caused by changes in foreign currency 
exchange rates and interest rates.
Where a derivative financial instrument is designated in a cash flow hedge relationship with a highly probable forecast transaction, the effective 
part of any change in fair value arising is deferred in the cash flow hedging reserve within equity, via the Statement of Comprehensive Income. 
The gain or loss relating to the ineffective part is recognised in the Profit or Loss within net finance expense. Amounts deferred in the cash flow 
hedging reserve are reclassified to the Profit or Loss in the periods when the hedged item is recognised in the Profit or Loss.
If a hedging instrument expires or is sold but the hedged forecast transaction is still expected to occur, the cumulative gain or loss at that point 
remains in equity and is recognised in accordance with the above policy when the transaction occurs. If the hedged transaction is no longer expected 
to take place, the cumulative unrealised gain or loss recognised in equity is recognised immediately in the Profit or Loss.
If a derivative financial instrument is not formally designated in a cash flow hedge relationship, any change in fair value is recognised in the Profit 
or Loss.
Forward exchange contracts
For hedges of foreign currency sales, the Group enters into hedge relationships where the critical terms of the hedging instrument match exactly 
with the terms of the hedged item and the Group designates the forward exchange rate as the hedged risk. The Group therefore performs a 
qualitative assessment of effectiveness. In hedges of foreign currency sales, ineffectiveness may arise if the timing of the forecast transaction 
changes from what was originally estimated, or if there are changes in the credit risk of the Group or the derivative counterparty.
The following table shows the nominal value of the forward exchange contracts in place at the Balance Sheet date. These contracts mature 
in the next 24 months, therefore the cash flows and resulting effect on profit and loss are expected to occur within the next 24 months.
Currency
As at
31 December 
2024 
(millions)
Average 
exchange rate 
of contracts
As at
31 December
2023 
(millions)
Average 
exchange rate 
of contracts
Cash flow hedging contracts (buy/sell)
GBP/USD forward exchange contracts
USD
4.1
1.22
16.8
1.18
EUR/USD forward exchange contracts
USD
10.0
1.08
 33.4 
 1.05 
GBP/EUR forward exchange contracts
EUR
6.4
1.12
28.7
1.13
GBP/JPY forward exchange contracts
JPY
177.6
167.7
627.6
172.8
EUR/JPY forward exchange contracts
JPY
410.0
149.9
1,235.0
152.8
A net gain of £3.0 million (2023: £1.2 million gain) relating to forward exchange contracts was reclassified to the Profit or Loss, to match the 
crystallisation of the hedged forecast cash flows which affect the Profit or Loss.
The balances and movements into and out of the cash flow hedging reserve are shown in the Consolidated Statement of Comprehensive Income 
and the Consolidated Statement of Changes in Equity respectively. Amounts reclassified from the cash flow hedging reserve to the Consolidated 
Statement of Comprehensive Income are included in revenue for foreign currency forward exchange contracts.
The table below provides further information on the Group’s forward contracts.
2024
£m
2023
£m
Forward exchange contracts asset
 0.7 
2.7 
Forward exchange contracts liability
 (0.3) 
–
Recognised in OCI
 0.9 
2.5 
Reclassified from OCI to the Profit or Loss
 (3.0) 
(1.2)
Maturity dates
 January 2023 to December 2025 
January 2023 to December 2025
Hedge ratio
 1:1 
1.1 
Change in value of hedging instruments since 1 January
 0.9 
2.5 
Change in value of the hedged item used to determine hedge effectiveness
 (0.9) 
(2.5)

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Interest rate swaps
The Group enters into interest rate swaps that have the same critical terms as the hedged item, such as reference rate, reset dates, payment dates, 
maturities and notional amount. As all critical terms matched during the year, there is an economic relationship.
The following table shows the interest rate swap contracts in place at the Balance Sheet date. The interest is payable quarterly on 31 March, 
30 June, 30 September and 31 December.
Currency
Nominal 
amounts as at
31 December
2024
 Weighted 
average 
fixed rate1
Maturity
Nominal 
amounts as at
31 December
2023
Interest rate swap contracts
GBP Interest rate swaps float (SONIA) to fix1
GBP
37.0
1.01%
Jan 25
37.0
USD Interest rate swaps float (SOFR) to fix
USD
0.0
5.18%
Sep 24
40.0
1	 In addition to these fixed rates, the margin relating to the interest swapped of the underlying RCF or term loans continues to apply.
In the previous year, the Group entered into a new $40.0m floating-to-fixed interest rate swap to replace the maturing $35.0 million swap in 
September 2023. As at 31 December 2024, a total of £37.0m (31 December 2023: £68.4 million) remain in place following the maturity of the 
$40.0 million (£31.4 million) swap. Swaps currently in place cover 32% (2023: 69%) of the variable loan principal outstanding.
Hedge ineffectiveness for interest rate swaps is assessed using the same principles as for hedges of foreign currency sales. It may occur due to:
–	 changes in credit risk on the interest rate swaps which is not matched by the loan; and
–	 differences in critical terms between the interest rate swaps and loans.
There was no recognised ineffectiveness during 2024 in relation to the interest rate swaps.
The gain or loss relating to the effective portion of the interest rate swaps that are hedging variable rate borrowings is recognised in the Profit 
or Loss within net finance expense at the same time as the interest expense on the hedged borrowings.
For interest rate swaps hedging interest rate risk on term loans, the notional amount of interest rate swaps decreases in line with the repayments 
of the hedged borrowings.
For interest rate swaps on other borrowings, the notional amounts are consistent over the term of the hedging relationship.
The balances and movements into and out of the cash flow hedging reserve are shown in the Consolidated Statement of Comprehensive Income 
and the Consolidated Statement of Changes in Equity respectively. Amounts reclassified from the cash flow hedging reserve to the Consolidated 
Statement of Comprehensive Income are included in net finance expense for interest rate swaps.
The table below provides further information on the Group’s interest rate swaps
2024
£m
2023
£m
Interest rate swaps asset
 0.1 
 1.4 
Interest rate swaps liability
 – 
 (0.1) 
Recognised in OCI
 0.3 
 0.3 
Reclassified from OCI to the Profit or Loss
 (1.6) 
 (3.0) 
During the period ended 31 December 2024 a net gain of £1.6 million (2023: £3.0 million) relating to 
interest rate swaps was reclassified to the Profit or Loss, to match the crystallisation of the hedged 
forecast cash flows which affects the Profit or Loss.
Maturity dates
 January 2024 to 
January 2025 
 January 2024 to
 January 2025 
Hedge ratio
 1:1 
 1:1 
Change in value of hedging instruments since 1 January
 0.3 
 0.3 
Change in value of the hedged item used to determine hedge effectiveness
 (0.3) 
 (0.3) 
Interest rate swap average hedged rate for the year
(2.1%)
 (2.4%) 
Section 4 continued
Capital Structure continued

Strategic Report
Corporate Governance
Financial Statements
157
Fair value hierarchy
The following summarises financial instruments carried at fair values and the major methods and assumptions used in estimating these fair 
values.
The different levels of fair value hierarchy have been defined as follows:
Level 1
Fair value measured using quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2
Fair values measured using inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly 
(i.e. as prices) or indirectly (i.e. derived from prices).
Level 3
Fair values measured using inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The carrying values of the Group’s financial instruments approximate their fair value. The fair value of floating rate borrowings approximates to the 
carrying value because interest rates are at floating rates where payments are reset to market rates at intervals of less than one year. The Group’s 
derivative financial instruments are Level 2. The fair value of forward foreign currency exchange derivative financial instruments is determined 
based on the present value of future cash flows using forward exchange rates at the Balance Sheet date. The fair value of interest rate swap 
derivative financial instruments is estimated as the present value of the future cash flows based on observable yield curves at the Balance Sheet 
date.
Accounting policies
Net investment hedge accounting
The Group uses its US Dollar, Euro and Japanese Yen denominated borrowings as a hedge against the translation exposure on the Group’s net 
investment in overseas companies. The Group designates the spot rate of the loans as the hedging instrument. There was no ineffectiveness 
to be recognised on hedges of net investments in foreign operations.
Where the hedge is fully effective at hedging the variability in the net assets of such companies caused by changes in exchange rates, the changes 
in value of the borrowings are recognised in the translation reserve within equity, via the Statement of Comprehensive Income. The ineffective part 
of any change in value caused by changes in exchange rates is recognised in the Profit or Loss.
The effective portion will be recycled into the Profit or Loss on the sale of the foreign operation.
None of the £10.8 million US Dollar debt held at December 2024 was designated as at 31 December 2024.
The table below provides further information on the Group’s net investment hedging relationships:
2024
£m
2023
£m
Hedge ratio
 1:1 
 1:1 
Change in value of hedging instruments due to foreign currency movements since 1 January
 2.0 
 – 
Change in value of the hedged item used to determine hedge effectiveness
 (2.0) 
 – 
The balances and movements into and out of the foreign currency translation reserve are shown in the Consolidated Statement of Comprehensive 
Income and the Consolidated Statement of Changes in Equity respectively.
The amount in the foreign currency translation reserve in relation to hedge accounting is a loss of £42.9 million (2023: £40.8 million loss) and is split 
as follows:
–	 net investment hedges loss from continuing operations of £13.8 million (2023: £11.7 million loss); and
–	 hedging relationships for which hedge accounting is no longer applied, a loss of £29.1 million (2023: £29.1 million loss).

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Interest-bearing loans and borrowings
The table below analyses the Group’s interest-bearing loans and borrowings, including bank overdrafts, by currency:
Currency
Total 
£m
Fixed rate 
borrowings1 
£m
Floating rate 
borrowings 
£m
US Dollar
 12.3 
 – 
 12.3 
Sterling
 144.5 
 37.0 
 107.5 
Euro
 3.3 
 0.4 
 2.9 
Unamortised fees and transaction costs
 (1.3) 
 – 
 (1.3) 
At 31 December 2024
 158.8 
 37.4 
 121.4 
US Dollar
 45.6 
 31.4 
 14.2 
Sterling
 45.9 
 37.0 
 8.9 
Euro
 12.5 
 0.6 
 11.9 
Unamortised fees and transaction costs
 (0.8) 
 – 
 (0.8) 
At 31 December 2023
 103.2 
 69.0 
 34.2 
1	 	 Of the £37.4 million fixed rate borrowings, £37.0 million is fixed synthetically using interest rate swaps.
The floating rate borrowings comprise borrowings bearing interest at rates based on SONIA, SOFR, EURIBOR and TONA for Sterling, US Dollar, Euro 
and Japanese Yen borrowings respectively.
The floating rate borrowings are repriced between one and three months.
Section 4 continued
Capital Structure continued

Strategic Report
Corporate Governance
Financial Statements
159
Maturity profile of financial liabilities
The table below analyses the Group’s financial liabilities and derivative financial liabilities into relevant maturity groupings based on the period 
remaining until the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows (including 
interest), so will not always reconcile with the carrying amounts disclosed on the Balance Sheet.
The following are the contractual maturities of financial liabilities, including undiscounted future interest payments:
Carrying 
amount
£m
Total 
contractual
cash flows
 £m
Within
one year
£m
From
two to
five years
 £m
Greater 
than
five years
£m
2024
Unsecured interest-bearing loans and borrowings including bank overdrafts
 (158.8) 
 (177.3) 
 (55.2) 
 (122.1) 
 – 
Lease liabilities
 (31.5) 
 (37.3) 
 (9.4) 
 (20.7) 
 (7.2) 
Trade payables
 (21.7) 
 (21.7) 
 (21.7) 
 – 
 – 
Accruals
 (12.1) 
 (12.1) 
 (12.1) 
 – 
 – 
Provisions
 (1.4) 
 (1.4) 
 (1,4) 
–
 – 
Forward exchange contracts outflow
 (0.3) 
 (0.3) 
 (0.3) 
 – 
 – 
Total outflows
 (225.8) 
 (250.1) 
 (100.1) 
 (142.8) 
 (7.2) 
2023
Unsecured interest-bearing loans and borrowings including bank overdrafts 
 (103.2) 
 (123.2) 
 (8.3) 
 (114.9) 
 – 
Lease liabilities
 (34.3) 
 (40.2) 
 (7.2) 
 (23.4) 
 (9.6) 
Trade payables
 (20.8) 
 (20.8) 
 (20.8) 
 – 
 – 
Accruals
 (10.5) 
 (10.5)
 (10.5) 
 – 
 – 
Provisions
 (1.5) 
 (1.5) 
 (0.5) 
 (1.0) 
 – 
Forward exchange contracts outflow
 (0.1) 
 (0.1) 
 (0.1) 
 – 
 – 
Total outflows
 (170.4) 
 (196.3) 
 (47.4) 
 (139.3) 
 (9.6) 
The Group had the following undrawn borrowing facilities at the end of the year:
 Expiring in: 
2024 
£m 
2023
£m 
Less than one year
– Uncommitted facilities 
–
 2.8 
More than one year but not more than five years
– Committed facilities 
 34.7 
 97.3 
Total
 34.7 
 100.1 

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Annual Report and Accounts 2024
4.3 Share capital and reserves
This note explains the movements in share capital, and the nature and purpose of other reserves forming part of equity. The movements in 
reserves are set out in the Consolidated Statement of Changes in Equity.
The Group utilises share award schemes as part of its employee remuneration packages. Options that have been granted and remain 
outstanding at 31 December 2024 are set out below. The various share-based payment schemes are explained in note 5.3 “Share-based 
payments”.
Share capital
Number of 
shares 
(thousands)
Nominal
value
£m
Issued, authorised and fully paid
At 1 January 2024 and 31 December 2024
 94,201 
 18.9 
Each ordinary share carries one vote, participates equally with the other ordinary shares in distribution of dividends and capital (including on a 
winding up) and is not redeemable.
At 31 December 2024, the following options had been granted and remained outstanding under the Company’s share option schemes:
Number of 
shares 
(thousands)
Exercise 
prices
Dates 
normally 
exercisable
UK Sharesave Schemes
 415 
 224p–1272p 
 2025–2028 
International Sharesave Schemes
 1,435 
 224p–1272p 
 2025–2028 
 1,850 
Share capital and share premium
Equity raise:
On 8 December 2023, the Company issued 47,329,954 new ordinary shares for an offer price of 267.0 pence, generating gross proceeds of 
£126.4 million. Expenses of £8.5 million were incurred and have been offset in the share premium account leaving net proceeds of £117.9 million.
Other reserves
The nature and purpose of other reserves forming part of equity are as follows:
Translation reserve
The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of foreign 
subsidiaries, including gains or losses arising on net investment hedges.
Capital redemption reserve
The capital redemption reserve of £1.6 million was created on the repurchase and subsequent cancellation of 885,000 ordinary shares by the 
Company in 1999.
On 5 November 2024, the Company purchased 7,922 ordinary shares of 20 pence each to eliminate new issue shares tied to a US share plan over 
which options were exercised during 2024. All these purchased ordinary shares were cancelled and a transfer of £1,584 was made from share capital 
to the capital redemption reserve.
Cash flow hedging reserve
This reserve records the cumulative net change in the fair value of forward exchange contracts and interest rate swaps where they are designated as 
effective cash flow hedge relationships.
Retained earnings
Retained earnings are the cumulative gains and losses recognised by the Group, not recorded in any other reserves. On 12 April 2021, the Company 
issued 309,753 ordinary shares as part of the consideration for the acquisition of Lightstream. The excess of the fair value of the shares issued over 
their nominal value was recorded in retained earnings.
Section 4 continued
Capital Structure continued

Strategic Report
Corporate Governance
Financial Statements
161
Own shares held
Own shares held by the Company’s Employee Benefit Trust are recognised as a deduction from retained earnings. As at 31 December 2024, the 
Employee Benefit Trust held 1,464 (2023: 12,428) ordinary shares at 20 pence nominal value. The Company holds no shares in treasury (2023: nil).
The Employee Benefit Trust purchased 105,858 own shares during 2024 (average price of 295.7p per share) used to satisfy the Restricted Share 
Plan (“RSP”) on the same day.
On 5 November 2024, the Company purchased 7,922 ordinary shares of 20 pence each to eliminate new issue shares tied to a US share plan over 
which options were exercised during 2024. All these purchased ordinary shares were cancelled.
Dividends
Dividends are recognised through equity on the earlier of their approval by the Company’s shareholders or their payment. There was no dividend 
proposed for both years ended 31 December 2024 and 31 December 2023.
2024 
£m
2023 
£m
The aggregate amount of dividends paid in the year
Final dividend for the year ended 31 December 2023 of nil pence (2022: 25.0p) per ordinary share
–
11.6 

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162
Annual Report and Accounts 2024
This section explains items that are not explained elsewhere in the financial statements.
On the following pages, there are disclosures covering the following:
5.1 Employees
5.2 Pensions
5.3 Share-based payments
5.4 Contingent liabilities
5.5 Related party transactions
5.6 Group investments
5.7 Subsequent events
5.1 Employees
2024
 £m
2023
£m
Employee costs, including Directors’ remuneration, comprise:
Government grants repaid voluntarily towards employee costs1
 (0.4) 
 (0.2) 
Wages and salaries
 76.8 
 82.5 
Redundancy costs
 8.1 
 4.8 
Employers’ social security costs
 11.1 
 11.7 
Employers’ pension costs – defined benefit schemes
 0.2 
 0.2 
Employers’ pension costs – defined contribution schemes
 3.4 
 3.7 
Other employment benefits
 3.0 
 3.2 
Share-based payment charge
 2.2 
 1.6 
 104.4 
 107.5 
1	 This excludes amounts paid directly to employees by governments. There were no unfulfilled conditions or other contingencies attached to this government assistance.
Details of Directors’ remuneration and share incentives are disclosed in the Remuneration Report.
2024
Total
2023
Total
Monthly average number of employees during the year
Media Solutions
 719 
 800 
Production Solutions
 529 
 539 
Creative Solutions
 293 
 267 
Central
 28 
 28 
From continuing operations
 1,569 
 1,634 
From discontinued operations
–
 83 
 1,569 
 1,717 
Section 5
Other Supporting Notes

Strategic Report
Corporate Governance
Financial Statements
163
5.2 Pensions
This note explains the accounting policies governing the Group’s treatment of the pension schemes, followed by an analysis of these schemes.
Accounting policies
Defined contribution schemes
The assets are held separately from those of the Group in independently administered funds. The costs of providing pensions for employees under 
defined contribution schemes are expensed as incurred.
Defined benefit schemes
The Group operates pension schemes providing benefits based on final pensionable pay. The assets of the schemes are held separately from those 
of the Group. The Group’s net obligation in respect of defined benefit pension plans is calculated separately for each plan by estimating the amount 
of future benefit that employees have earned in return for their service in the current and prior periods. That benefit is discounted to determine its 
present value, and the fair value of any plan assets is deducted. The discount rate is determined by reference to market yields at the Balance Sheet 
date on high quality corporate bonds.
The calculation is performed by a qualified actuary using the projected unit credit method. Actuarial gains and losses are recognised in full in the 
period in which they arise in the Statement of Comprehensive Income.
The Group recognises the ongoing service cost, past service costs and any cost or income relating to the curtailment or settlement of a pension 
scheme in operating expenses in the Profit or Loss. The unwinding of the discount (above) is recognised as part of net financial expense.
Pension schemes
The Group has defined benefit pension schemes in the UK, Italy, Germany, Japan and France. The UK defined benefit scheme was closed to future 
benefit accrual with effect from 31 July 2010. All UK employees of the Group are now offered membership of the defined contribution pension 
scheme. Other overseas subsidiaries have their own defined contribution schemes.
Defined contribution schemes
The total Profit or Loss charge of the defined contribution schemes for the year ended 31 December 2024 was £3.4 million (2023: £3.7 million). 
There were no outstanding or prepaid contributions to these plans as at 31 December 2024 (or at 31 December 2023).
Defined benefit schemes
The Group’s defined benefit schemes are disclosed below:
2024
 £m
2023
£m
Amounts recognised on the Group Balance Sheet
Plan assets
–	 Equities 
 0.1 
 0.1 
–	 Bonds 
 33.2 
 36.7 
–	 Other 
 11.9 
 13.6 
Total fair value of plan assets
 45.2 
 50.4 
Present value of defined benefit obligation
 (43.6) 
 (49.1) 
Net asset recognised on the Group Balance Sheet
 1.6 
 1.3 
2024
 £m
2023
£m
Analysis of net recognised deficit 
Total funded plan (UK pension scheme)
 4.1 
 4.2 
Total unfunded plans (non-UK pension schemes)
 (2.5) 
 (2.9) 
Net asset recognised on the Group Balance Sheet
 1.6 
 1.3 
2024
 £m
2023
£m
Amounts recognised in the Group Profit or Loss
Administration costs Included in operating expenses
 0.2 
 0.2 
Net interest expense on net defined benefit pension scheme liabilities
 (0.1) 
 (0.1) 
Total amounts charged to the Group Profit or Loss
 0.1 
 0.1 

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Annual Report and Accounts 2024
Section 5 continued
Other Supporting Notes continued
UK pension scheme
The UK defined benefit pension scheme, being significant, is disclosed below.
The UK defined benefit scheme is in an actuarial surplus position at 31 December 2024 (measured on an IAS 19 “Employee Benefits” basis) of 
£4.1 million (31 December 2023: £4.2 million). The surplus has been recognised on the basis that the Group has an unconditional right to a refund, 
assuming the gradual settlement of Scheme liabilities over time until all members have left the Scheme.
The nature of the UK scheme is a funded final salary scheme closed to future benefit accrual with effect from 31 July 2010. As a result, since that 
date, no contributions are payable in respect of future accrual of benefits. As the 23 April 2020 funding valuation of the scheme disclosed a funding 
surplus, no recovery plan is required under the Pensions Act 2004. As such, member and employer contributions to the scheme over the year to 
31 December 2025 are expected to be £nil. The scheme is subject to all legislation and regulations that apply to UK occupational pension schemes.
The main risk to which the Group is exposed by the scheme is that the cost of the benefits provided by the scheme is greater than expected, for 
example due to lower than expected investment returns or members of the scheme living longer than expected, which may result in additional 
contributions being required from the Group.
In accordance with UK trust and pensions law, the pension scheme has a corporate trustee. Although the Group bears the financial cost of the 
scheme, the responsibility for the management and governance of the scheme lies with the trustee, which has a duty to act in the best interest 
of members at all times. The assets of the scheme are held in trust by the trustee who consults with the Group on investment strategy decisions.
In June 2023, the UK High Court in Virgin Media Limited v NTL Pension Trustees II Limited ruled that specific historical amendments to contracted-
out defined benefit schemes in the period from 6 April 1997 to 5 April 2016 were invalid if they lacked a confirmation under section 37 of the Pension 
Schemes Act 1993 from the scheme’s actuary. This decision was upheld on appeal in July 2024 and is relevant for the Videndum DB Pension Scheme 
(“the Scheme”).
The Company has undertaken a risk assessment and engaged with the relevant Trustee of the Scheme who have confirmed that based on the 
governance processes in place and an initial review of significant deed changes during the period in question, these bodies have no reason to believe, 
at this stage in their review, that the relevant requirements were not complied with in relation to the Scheme with regard to the relevant period in 
question. Given that there is no indication at this stage of non-compliance with the relevant requirements, the Scheme’s valuation as at 31 December 
2024 does not reflect potential additional liabilities arising from this Virgin Media case.
Impact on defined benefit obligation (“DBO”) of changes in the three key individual assumptions
2024
2023
Discount rate increased by 0.25% points (2023: 0.25% points)
-3%
-3%
Inflation increased by 0.25% points (2023: 0.25% points)
2%
2%
Life expectancy increased by one year
3%
4%
A decrease in the assumptions noted above results in an equal and opposite movement to those disclosed.
The sensitivity applied is based on a reasonable possible change expected in the underlying assumptions. Although the analysis does not take 
account of the full distribution of cash flows expected under the plan, it does provide an approximation of the sensitivity of the assumptions shown.
2024
% pa 
2023
% pa 
Assumptions used by the actuary to value the liability of the defined benefit plan, on 31 December, were:
Price inflation (RPI)
 3.1 
 3.0 
Price inflation (CPI)
 RPI less 1% 
pa to 2029, 
and RPI 
less 0.1% 
pa from 
2030 
 RPI less 1% 
pa to 2029, 
and RPI 
less 0.1% 
pa from 
2030 
Life expectancy of male/female aged 65 at Balance Sheet date
 21.1/23.6 
 21.8/24.3 
Life expectancy of male/female aged 65 in 2039
 21.7/24.4 
 22.4/25.1 
Pension increase rate (% pa)
 Various 
 Various 
Discount rate (% pa)
 5.5 
 4.5 

Strategic Report
Corporate Governance
Financial Statements
165
2024
£m
2023
£m
Change in DBO for the year to 31 December
Present value of DBO at start of year
 46.2 
 45.8 
Interest cost
 2.0 
 2.1 
Actuarial loss on experience
 0.7 
 0.7 
Actuarial gain on demographic assumptions
 (1.0) 
 (1.2) 
Actuarial loss/(gain) on financial assumptions
 (4.6) 
 0.9 
Actual benefit payments
 (2.2) 
 (2.1) 
Past service gains
–
–
Present value of DBO at end of year
 41.1 
 46.2 
At 31 December 2024, the weighted average duration of the scheme’s DBO was 12 years (2023: 13 years). The proportion of DBO in respect 
of pensions in payment is approximately 58% and that in respect of deferred pensioners is approximately 42%.
Fair value 
2024
 £m
Quoted 
split 
%
Unquoted 
split 
%
Fair value 
2023
£m 
Scheme assets and proportion which have quoted market price, at 31 December
Bonds
 33.2 
 100 
 – 
 36.7 
Equities
 0.1 
 – 
 100 
 0.1 
Infrastructure
 – 
 – 
 100 
 3.0 
Cash/non-cash assets
 11.8 
 – 
 100 
 10.5 
Insurance policies
 0.1 
 – 
 100 
 0.1 
Total value of assets
 45.2 
 50.4 
Note: The asset values shown are, where relevant, estimated bid values of market securities.
2024
£m
2023
£m
Change in fair value of assets for the year to 31 December 
Fair value of assets at start of year
 50.4 
 49.7 
Interest income on scheme assets
 2.2 
 2.3 
Return on scheme assets greater/(less) than discount rate
 (5.2) 
 0.5 
Actual benefit payments
 (2.2) 
 (2.1) 
Fair value of assets at end of year
 45.2 
 50.4 
2024
£m
2023
£m
Development of net Balance Sheet position at 31 December
Present value of defined benefit obligation
 (41.1) 
 (46.2) 
Assets at fair value 
 45.2 
 50.4 
Net defined benefit scheme asset
 4.1 
 4.2 

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166
Annual Report and Accounts 2024
2024
£m
2023
£m
Reconciliation of net Balance Sheet position
Net defined benefit scheme asset at start of year 
 4.2 
 3.9 
Total amounts credited to the Profit or Loss
 0.2 
 0.2 
Remeasurement effects recognised in OCI
 (0.3) 
 0.1 
Defined benefit scheme asset at end of year
 4.1 
 4.2 
2024
£m
2023
£m
Amounts recognised in the Profit or Loss
Net interest income on net defined benefit pension scheme asset
 (0.2) 
 (0.2) 
Total amounts credited to the Profit or Loss
 (0.2) 
 (0.2) 
2024
£m
2023
£m
Amounts recognised in OCI
Actuarial loss due to liability experience
 0.7 
 0.7 
Actuarial gain due to liability assumption changes
 (5.6) 
 (0.3) 
Actuarial gain arising during the period
 (4.9) 
 0.4 
Return on scheme assets (greater)/less than discount rate
 5.2 
 (0.5) 
Remeasurement effects recognised in OCI
 0.3 
 (0.1) 
2024
£m
2023
£m
Defined benefit pension scheme cost/(credit)
Net interest (income)/expense on net defined benefit pension scheme asset 
 (0.2) 
 (0.2) 
Remeasurement effects recognised in OCI 
 0.3 
 (0.1) 
Total defined benefit pension scheme cost/(credit)
 0.1 
 (0.3) 
Section 5 continued
Other Supporting Notes continued

Strategic Report
Corporate Governance
Financial Statements
167
5.3 Share-based payments
Group employees participate in a number of employee incentive schemes including a Sharesave Scheme, an LTIP, a Deferred Bonus Plan and a 
Restricted Share Plan.
This note explains the accounting policy governing share-based payments and the impact of various share schemes operated by the Group.
Accounting policies
Share-based payments
The Group operates a number of share-based incentive schemes, which are treated as equity-settled awards. The fair value of equity-settled awards 
is determined at grant date and charged to the Profit or Loss over the vesting period of the award, with a corresponding adjustment to equity.
Any potential employer’s Social Security liability on share awards is calculated based on the intrinsic value of the awards at the Balance Sheet date 
and recognised over the vesting period of the related award.
Exercises of share options granted to employees can be satisfied by a market purchase or an issue of new shares. Shares purchased in the market 
are held by the Company’s Employee Benefit Trust.
Further details of the accounting for the schemes provided by the Group are set out below.
Long Term Incentive Plan
The awards granted under this scheme include a portion linked to a non-market condition (adjusted EPS) as well as a portion linked to a market 
condition (Total Shareholder Return, “TSR”). A description of the LTIP including its general terms and conditions, such as performance conditions 
and vesting requirements, is set out in the Remuneration report.
The fair value of the awards linked to the EPS condition is the Company’s share price at grant date, while the fair value of awards containing market 
conditions is determined using Monte Carlo simulation models. The number of awards which are expected to vest is estimated by Management 
based on levels of expected forfeitures and the expected outcome of the EPS condition. For awards subject to market conditions, no adjustment is 
made to reflect the likelihood of the market condition being met nor the actual number of awards which lapse as a result of the condition not being 
met.
Sharesave Scheme
Options granted under the Sharesave Scheme vest subject to continued employment and a saving condition in some countries. The options entitle 
employees to purchase shares in the Company at a fixed price. Further details of the Group’s Sharesave arrangement are included in the Strategic 
Report.
The fair value of options granted under the Sharesave Scheme is determined using a Black-Scholes model with the key inputs to the model set out 
below. The number of awards which are expected to vest is estimated by Management based on levels of expected forfeitures. At an employee’s 
discretion they can choose to withdraw from a particular scheme and stop saving. This action is accounted for as a cancellation and results 
in an acceleration of the Profit or Loss charge related to the cancelled options.
Restricted Share Plan (RSP)
The RSP was introduced in 2019 to support retention plans for key employees, excluding Directors. The fair value of awards under the RSP is the 
Company’s share price at grant date. Under the RSP, shares which are awarded, generally vest over three years and are subject to a continued 
employment condition. The number of awards which are expected to vest is estimated by Management based on levels of expected forfeitures.
Share-based payment expense
The amount recognised in the Profit or Loss for share-based payment transactions with employees for the year ended 31 December 2024 was 
£2.2 million (2023: £1.6 million which included £0.6 million in relation to a share award for retention agreements entered into with key employees 
of Lightstream which was disposed in 2023.

Videndum plc
168
Annual Report and Accounts 2024
Share options outstanding at the end of the period
Options outstanding under the 2020 UK Sharesave Scheme and 2020 International Sharesave Scheme as at 31 December 2024, together with their 
exercise prices and vesting periods, are as follows:
Range of exercise prices
Number 
outstanding 
(thousands)
Weighted 
average 
exercise price 
(£)
Weighted 
average 
remaining 
contractual 
life 
(years) 
£2.00–£2.50 
 1,810 
 2.26 
 2.91 
£11.00–£11.50 
 24 
 11.23 
 1.35 
£12.00–£12.50 
 16 
 12.72 
 0.36 
Total 
 1,850 
 2.46 
 2.87 
Movements in these share option plans were as follows:
Sharesave 
(thousands) 
Weighted 
average 
exercise  
price  
(£) 
Awards at 31 December 2022
 1,305 
 7.49 
Exercised during 2023
 (54) 
 10.63 
Cancelled during 2023
 (168) 
 8.35 
Forfeited during 2023
 (95) 
 8.93 
Lapsed during 2023
 (23) 
 8.48 
Granted during 2023
–
–
Awards at 31 December 2023
 965 
 7.13 
Exercised during 2024
 (8) 
 11.92 
Cancelled during 2024
 (218) 
 9.87 
Forfeited during 2024
 (54) 
 5.28 
Lapsed during 2024
 (695) 
 5.73 
Granted during 2024
 1,860 
 2.27 
Awards at 31 December 2024
 1,850 
 2.46 
Awards exercisable at 31 December 2024
 23 
 5.66 
The weighted average share price at the date of exercise for share options exercised during the year was £2.69 (2023: £6.11).
Section 5 continued
Other Supporting Notes continued

Strategic Report
Corporate Governance
Financial Statements
169
Arrangement
 Restricted 
Share Plan 
 2011 International 
Sharesave Plan 
2 Year 
 2011 UK and 
International 
Sharesave Scheme 
3 Year 
 2014 Long Term Incentive Plan
Nature of arrangement
 Share award plan 
 Save as you earn 
Scheme 
 Save as you earn 
Scheme 
 Share award plan 
 Share award plan
Date of grant
Various
12 Jun 2024
12 Jun 2024
02 May 2024
18 Dec 2024
Number of instruments granted 
(thousands)
 870 
 243 
 1,611 
 1,093 
 200
Exercise price
n/a
£2.38
£2.24
n/a
n/a
Share price at date of grant
Various
£3.03
£3.03
£2.85
£1.72
Contractual life (years)
 Up to 3 years 
 2.41 
 3.58 
 n/a 
 n/a
Expected option life (years)
 Up to 3 years 
 2.29 
 3.37 
 n/a 
 n/a
Vesting conditions
 Up to 3-year 
service period 
 2-year service 
period and savings 
requirement 
 3-year service 
period and savings 
requirement 
 Relative TSR 
performance 
against comparator 
group and adjusted 
EPS growth 
 Up to 2-year 
service period
Settlement
 Shares 
 Shares 
 Shares 
 Shares 
 Shares
Expected volatility1
n/a
51.3%
46.3%
45.7%
n/a
Risk-free interest rate
n/a
4.27%
4.13%
4.30%
n/a
Expected dividend yield
n/a
0.00%
0.00%
n/a
n/a
Expected departures (per annum from 
grant date)
7%
5%
5%
13%
3%
Expected outcome of non-market based 
related performance condition
 n/a 
 n/a 
 n/a 
 – 
 n/a
Expected outcome of non-vesting 
condition2
 n/a 
85%
85%
n/a
 n/a
Fair value per granted instrument 
determined at the grant date
£1.62- 2.85
£1.13 
£1.21 
£2.85- 1.683
£1.72
Valuation model
n/a
Black-Scholes
Black-Scholes
Monte Carlo4
n/a
1	 The expected volatility of the 2011 Sharesave Plan is based on historical volatility determined by the analysis of daily share prices over a period commensurate with the expected lifetime of the 
award and ending on the date of grant of the award. Due to significant fluctuations in Videndum plc’s share price during the year a uniform rate has been used for all the Sharesave options as 
a reasonable estimate of volatility going forward.
2	 Non-vesting condition relates to the monthly contributions that employees need to make under the SAYE scheme to receive the options at vesting. Based on historical cancellation rates, a 15% 
rate has been used.
3	 The first figure (£2.85) represents the fair value of awards subject to adjusted EPS growth criteria and the second figure (£1.68) represents the fair value of awards subject to TSR criteria.
4	 For the 2014 LTIP, a Monte-Carlo simulation has been used. Under this valuation method, the share price for Videndum plc is projected at the end of the performance period as well as the TSR 
for Videndum plc and the companies in the comparator group. Based on these projections, the number of awards that will vest is determined. Thousands of simulations are run and the fair value 
of the award is calculated as the product of the vesting probability and the share price at the date of grant.
5.4 Contingent liabilities
From time to time, the Group is subject to various legal proceedings and claims that arise in the ordinary course of business often concerning the 
Group’s intellectual property and patents. A liability is recorded only when it is probable that the case will result in a future economic outflow which 
can be reliably measured. The Group is currently party to legal proceedings related to alleged patent infringement that is yet to be presented in 
court. The claim is being robustly refuted, and the Group expects to succeed in its defence with any related costs or settlement expected to be 
immaterial. 
Tax-related contingent liabilities are disclosed in note 2.4 “Tax”.
There are no other contingent liabilities at 31 December 2024.

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Annual Report and Accounts 2024
5.5 Related party transactions
A related party relationship is based on the ability of one party to control or significantly influence the other.
The Group has identified the Directors, the Videndum DB Pension Scheme and members of the Executive Committee as related parties to the 
Group under IAS 24 “Related Party Disclosures”.
Transactions with key management personnel
Details of Directors’ remuneration along with their pension, share incentive, bonus arrangements and holdings of the Company’s shares are shown 
in detail in the Remuneration Report. This also shows the highest paid Director.
The compensation of the 15 (2023: 13) key management personnel during the year, including the Executive Directors, is shown in the table below:
2024
£m
2023
£m
Salaries
 3.0 
 3.5 
Employers’ social security costs
 0.5 
 0.7 
Share-based payment charge/(income)1
 0.4 
 (0.9) 
Other short-term employee benefits 
 0.5 
 0.4 
Employers’ pension costs – defined contribution schemes
 0.4 
 0.3 
1	 IFRS 2 charge recognised in the Profit or Loss for share-based payment transactions with key management personnel.
Transactions with other related parties
During the year ended 31 December 2024, there were transactions with other related parties in relation to rental services and donations amounting 
to £0.1 million (2023: £0.1 million).
5.6 Group investments
The Group’s subsidiaries at 31 December 2024 are listed below. All subsidiaries are 100% owned within the Group.
 Company 
County of incorporation 
Issued securities
Videndum Media Distribution Australia Pty Ltd 
Australia25
Ordinary shares of AUD1 each
Videndum Media Distribution Shanghai Limited 
China16
Ordinary shares of US$1 each
Lowepro Huizhou Trading Co Ltd 
China30
Ordinary shares of HK$3,000,000 each
JOBY Technology (Shenzhen) Co. Limited 
China31
Ordinary shares of RMB1,814,855 each
Videndum Production Solutions Limitada 
Costa Rica26
Shares of CRC50 each
Autocue Limited* (a)
England & Wales1
Ordinary shares of £1 each
Autoscript Limited 
England & Wales1
Ordinary shares of £1 each
Camera Corps Ltd 
England & Wales1
Ordinary shares of £1 each
Colorama Photodisplay Holdings Limited (a)
England & Wales1
Ordinary shares of £1 each
Gitzo Limited* (a)
England & Wales1
Ordinary shares of £1 each
Kata UK Limited* (a)
England & Wales1
Ordinary shares of £1 each
Lastolite Limited* (a)
England & Wales1
Ordinary shares of £1 each
Litepanels Ltd 
England & Wales1
Ordinary shares of US$1 each
Manfrotto Distribution Limited* (a)
England & Wales1
Ordinary shares of £1 each
Palmer Dollar Finance 
England & Wales1
Ordinary shares of US$1 each
Palmer Finance 
England & Wales1
Ordinary shares of €1 each
Palmer Yen Finance 
England & Wales1
Ordinary shares of JP¥100 each
Petrol Bags Limited* (a)
England & Wales1
Ordinary shares of £1 each
Radamec Broadcast Systems Limited (a)
England & Wales1
Ordinary shares of £1 each
Rycote Microphone Windshields Ltd 
England & Wales1
Ordinary shares of £1 each and Deferred 
shares of £1 each
Sachtler Limited* (a)
England & Wales1
Ordinary shares of £1 each
The Camera Store Limited (a)
England & Wales1
Ordinary shares of £1 each
Vinten Broadcast Limited* (a)
England & Wales1
Ordinary shares of £1 each
Section 5 continued
Other Supporting Notes continued

Strategic Report
Corporate Governance
Financial Statements
171
 Company 
County of incorporation 
Issued securities
Videndum Creative Solutions UK Limited 
England & Wales1
Ordinary shares of £1 each
Videndum Group Holdings Limited* 
England & Wales1
Ordinary shares of £1 each
Videndum Pensions Trust Company (UK) Limited* (a)
England & Wales1
Ordinary shares of £1 each
Videndum Media Solutions UK Limited 
England & Wales1
Ordinary shares of £1 each
Videndum Investments Limited 
England & Wales1
Ordinary shares of £1 each
Videndum Production Solutions Limited* 
England & Wales1
Ordinary shares of £1 each
Vizua Limited (a)
England & Wales1
Ordinary shares of £1 each
VTC International Limited* (a)
England & Wales1
Ordinary shares of £1 each
Camera Dynamics sarl 
France4
Ordinary shares of NPV
Gitzo S.A. 
France6
Ordinary shares of NPV
Videndum Media Distribution SAS 
France6
Ordinary shares of €16 each
Videndum Media Distribution GmbH 
Germany12
Shares of €25,000 each
Videndum Production Solutions GmbH 
Germany9
Ordinary shares of DEM50,000 each
Videndum Media Distribution HK Limited 
Hong Kong13
Shares of HK$1 each
Videndum Media Solutions HK Limited 
Hong Kong29
Shares of HK$1 each
Palmer Dollar Finance Ireland Investment DAC* (b)
Ireland18
Ordinary shares of US$1 each
Petrol Bags Limited 
Israel21
Ordinary shares of ILS1 each
Amimon Ltd 
Israel35
Ordinary shares of ILS 0.01 each
Manfrotto Bags Ltd 
Israel8
Ordinary shares of ILS1 each
Videndum Italia spa 
Italy10
Ordinary shares of €1,000 each
Videndum Holdings Italia Srl 
Italy10
Ordinary shares of €10,000 each
Videndum Media Solutions Spa 
Italy10
Ordinary shares of €5.556 each
Videndum Media Distribution KK* 
Japan15
Shares of JP¥1 each
Videndum Production Solutions KK* 
Japan15
Ordinary shares of JP¥1,000 each
Amimon Japan Co. Ltd 
Japan34
Ordinary shares of JP¥10,000 each
Videndum Media Distribution Benelux B.V. 
Netherlands11
Ordinary shares of €454 each
Palmer Euro Finance Netherlands B.V.* (c)
Netherlands20
Ordinary shares of €1 each
Syrp Limited 
New Zealand2
Ordinary shares of NZD1.00
Videndum Production Solutions Pte. Limited* 
Singapore27
Ordinary shares of SGD1 each
Teradek Ukraine LLC 
Ukraine23
Membership interests of NPV
Audix LLC 
United States14
Membership interests of NPV
Creative Solutions Division Inc. 
United States32
Ordinary shares of US$0.001 each
Videndum Media Distribution US Inc. 
United States5
Ordinary shares of NPV
Videndum Production Solutions Inc 
United States39
Ordinary shares of US$0.01 each
Mount Olive 2016, LLC 
United States17
Membership units of NPV
Offhollywood, LLC 
United States5
Membership units of NPV
SmallHD LLC 
United States22
Membership units of NPV
Teradek, LLC 
United States24
Membership units of NPV
Autocue LLC 
United States3
Membership units of NPV
Wooden Camera, Inc 
United States28
Ordinary shares of NPV
Camera Corps, Inc. 
United States32
Ordinary shares of US$0.01 each
Amimon Inc 
United States33
Ordinary shares of NPV
WHDI LLC 
United State32
Membership unit of NPV
Videndum Media Solutions US, LLC (formerly known as “Savage 
Paper Specialistes, LLC”)
United States36
Membership units of NPV
Savage Universal LLC 
United States32
Membership units of NPV
Superior Paper Specialties, LLC 
United States32
Membership units of NPV

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172
Annual Report and Accounts 2024
 Company 
County of incorporation 
Issued securities
Chalfont Investments Inc. 
United States5
Ordinary shares of US$0.01 each
Videndum US Holdings, Inc. 
United States5
Ordinary shares of US$0.01 each
Quasar Science LLC 
United States37
Membership units of NPV
Infiniscene Inc. 
United States38
Ordinary shares of US$0.001 each
* Investment held directly by Videndum plc.
(a)	 Dormant companies
(b)	 Dissolved on 14 February 2025
(c)	 Dissolved in 13 January 2025
 
The registered addresses are as follows:
1	
William Vinten Building, Easlea Road, Bury St Edmunds, IP32 7BY, United Kingdom
2	
32 Crummer Road, Grey Lynn, Auckland, 1021, New Zealand
3	
124 West 30th Street, Suite 312, New York, NY 10001, United States
4	
171 avenue des Grésillons, 92635 Gennevilliers cedex, France
5	
Corporation Service Company, 2711 Centerville Road – Suite 400, Wilmington, DE 19808, United States
6	
Parc Tertiaire Silic, 44 Rue De La Couture, 94150 Rungis, France
7	
Removed
8	
Abraham & Bachar cp., Keren HaYesod 36, Jerusalem, Israel
9	
Parkring 29, 85748 Garching, Germany
10	
Via Valsugana 100, 36022 Cassola VI, Italy
11	
J.P. Poelstraat 5, 1483 GC De Rijp, Netherlands
12	
Ferdinand-Porsche-Strasse 19, 41149 Cologne, Germany
13	
Unit No.03, 3/F, Tower 3, Phase 1, Enterprise Square, No.9 Sheung Yuet Road, Kowloon Bay, Hong Kong
14	
9400 SW Barber St, Wilsonville, Oregon, 97070, United States
15	
Shibakoen 3-chome Bldg, 1F, 3-1-38 Shibakoen, Minato-ku, Tokyo 105-0011, Japan
16	
Room 2704-05, Shanghai Mart Tower, No.2299, Yan’an Road (West), Shanghai, 200336, China
17	
Corporation Service Company, 2595 Interstate Drive – Suite 103, Harrisburg, PA 17110, United States
18	
6th Floor, Riverpoint, Lower Mallow Street, Co. Limerick, Ireland
19	
Removed
20	
Kerkrade, Netherlands
21	
3 HaSolelim Street, 67897, Tel Aviv, Israel
22	
Corporation Service Company, 327 Hillsborough Street, Raleigh, NC 27603, United States
23	
Per.Nechipurenko 4, Suite 15, Odessa, 65045, Ukraine
24	
CSC-Lawyers Incorporating Service, 2710 Gateway Oaks Drive – Suite 150N, Sacramento, CA 95833-3505, United States
25	
2 Baldwin Road, Altona North VIC 2025, Australia
26	
Parque Industrial de Cartago, Edificio Numero 68, Cartago, Costa Rica
27	
601 Macpherson Road, #15-16, 368242, Singapore
28	
1826 West Commerce Street, Dallas TX 75208, United States
29	
Unit 901-2, 9/F, Metroplaza Tower 2, No. 223 Hing Fong Road, Kwai Fong, N.T. Hong Kong
30	
No.68, 2F, Hu Mei Street, Da Shu Ling, Qing Tang Village, Xiao Jin Kou Town, Huizhou City, Guangdong Province, China
31	
Unit 3301, 3302, 3316, Office Tower, Shun Hing Square, Di Wang Commercial Centre, 5002 Shen Nan Dong Road, Shenzhen, 518008, China
32	
Corporate Service Company, 251 Little Falls Drive, Wilmington, County of New Castle, DE, 19808, United States
33	
8 Mason Drive, Irvine, CA 92618, United States
34	
701 A105 Gotanda Building, 1-10-7 Higashi Gotanda, Shinagawa-Ku, Tokyo, Japan
35	
Zarhin 26, POB 2308, Ra’anana 4366250, Israel
36	
2050 South Stearman Drive, Chandler, AZ, 85286, United States
37	
909 Third Avenue, 27th Floor, New York, NY, 10022, United States
38	
25 West Hubbard Street, 5th Floor, Chicago,IL, 60654, United States
39	
14 Progress Drive, Shelton, CT, 06484, United States
5.7 Subsequent events
The Group obtained a covenant waiver for the February 2025 and March 2025 covenant tests. See section 1 “Basis of preparation” for updates in 
relation to Amended Covenants and borrowing facilities.
On 9 April 2025 the Group sold its Amimon business, part of the Creative Solutions Division, for a gross cash consideration of $1.0 million 
(£0.8 million). In addition, Teradek LLC, also part of the Creative Solutions Division, received $2.3 million (£1.8 million) for entering into an agreement 
to grant Amimon a licence to use certain intellectual property. 
There were no other events after the Balance Sheet date that require disclosure.
Section 5 continued
Other Supporting Notes continued

Strategic Report
Corporate Governance
Financial Statements
173
Company Balance Sheet
As at 31 December 2024
Notes
2024
£m
2023
£m
Fixed assets
Intangible assets
 f) 
 – 
 – 
Property, plant and equipment
 g) 
 0.1 
 1.4 
Investments in subsidiary undertakings
 h) 
 181.8 
 547.7 
Other receivables
 i) 
45.6 
 2.3 
Non-current tax assets 
 – 
 3.1 
 227.5 
 554.5 
Current assets
Other receivables
 i) 
 8.6 
 127.1 
Cash at bank and in hand
 17.8 
 – 
 26.4 
 127.1 
Liabilities falling due within one year 
Other payables
 j) 
 (71.5) 
 (86.4) 
Provisions
 l) 
 (1.4) 
 – 
 (72.9) 
 (86.4) 
Net current (liabilities)/assets
 (46.5) 
 40.7 
Total assets less current liabilities
 181.0 
 595.2 
Liabilities falling due after one year 
Other payables
 j) 
 (115.3) 
 (147.1) 
Provisions
 l) 
 (0.1) 
 (0.1) 
 (115.4) 
 (147.2) 
Net assets
 65.6 
 448.0 
Capital and reserves
Called up share capital
 m) 
 18.9 
 18.9 
Share premium account
 133.7 
 133.7 
Cash flow hedge reserve
 o) 
 0.1 
 1.0 
Other reserves
 n) 
 58.8 
 58.8 
Profit and Loss Account
 (145.9) 
 235.6 
Total Shareholders’ funds
 65.6 
 448.0 
The Company’s loss after tax for the year ended 31 December 2024 was £383.2 million (2023: profit £10.5 million).
Approved and authorised for issue by the Board of Directors on 30 April 2025 and signed on its behalf by:
Stephen Harris  
Chairman 
Videndum plc 
Registered in England and Wales no. 227691 

Videndum plc
174
Annual Report and Accounts 2024
Company Statement of Changes in Equity
Notes
Share 
capital
£m
Share 
premium
£m
Cash flow 
hedging 
reserve
£m
Other 
reserves
£m
Profit 
and Loss 
Account 
£m
Total
equity
 £m
Balance at 1 January 2023
 9.4 
 24.3 
 3.0 
 58.8 
 260.0 
 355.5 
Total comprehensive income/(loss) for the year
Loss for the year
 – 
 – 
 – 
 – 
 (10.5)
 (10.5)
Fair value of cash-flow hedges reclassified to the 
Income Statement
 – 
 – 
 (3.0)
 – 
 – 
 (3.0)
Effective portion of changes in fair value of cash-flow 
hedges
–
–
 0.3 
 – 
 – 
 0.3 
Tax associated with changes in cash-flow hedges
–
–
 0.7 
–
–
 0.7 
Total comprehensive loss for the year
 – 
 – 
 (2.0)
 – 
 (10.5)
 (12.5)
Contributions by and distributions to owners
Dividends paid
 – 
 – 
 – 
 – 
 (11.6)
 (11.6)
Own shares purchased
 – 
 – 
 – 
 – 
 (3.7)
 (3.7)
Own shares sold
 – 
 – 
 – 
 – 
 1.2 
 1.2 
New shares issued, net of costs
 9.5 
 109.4 
 – 
 – 
 (0.8)
 118.1 
Share-based payment charge, net of tax
 – 
 – 
 – 
 – 
 1.0 
 1.0 
Balance at 31 December 2023 and 1 January 2024
 18.9 
 133.7 
 1.0 
 58.8 
 235.6 
 448.0 
Total comprehensive income/(loss) for the year
Loss for the year
 – 
 – 
 – 
 – 
 (383.2)
 (383.2)
Fair value of cash-flow hedges reclassified to the 
Income Statement
 – 
 – 
 (1.5)
 – 
 – 
 (1.5)
Effective portion of changes in fair value of cash-flow 
hedges
 – 
 – 
 0.3 
 – 
 – 
 0.3 
Tax associated with changes in cash-flow hedges
 – 
 – 
 0.3 
 – 
 – 
 0.3 
Total comprehensive loss for the year
 – 
 – 
 (0.9)
 – 
 (383.2)
 (384.1)
Contributions by and distributions to owners
Own shares purchased
 – 
 – 
 – 
 – 
 (0.5)
 (0.5)
Share-based payment charge, net of tax
 – 
 – 
 – 
 – 
 2.2 
 2.2 
Balance at 31 December 2024
 18.9 
 133.7 
 0.1 
 58.8 
 (145.9)
 65.6 
For the year ended 31 December 2024

Strategic Report
Corporate Governance
Financial Statements
175
a) Basis of preparation
 The financial statements of Videndum plc have been prepared in accordance with Financial Reporting Standard 101, ‘Reduced Disclosure 
Framework’ (FRS 101). The financial statements have been prepared under the historical cost convention, as modified by the revaluation of 
derivative financial assets and financial liabilities measured at fair value through profit or loss, and in accordance with the Companies Act 2006.
In preparing these financial statements, the Company applies the recognition, measurement and disclosure requirements of International Financial 
Reporting Standards as adopted by the UK (UK-adopted international accounting standards) but makes amendments where necessary in order 
to comply with the Companies Act 2006 and to take advantage of FRS 101 disclosure exemptions.
Going concern assessment
The Company relies on the overall performance of the Group to fulfil its liabilities and obligations in the foreseeable future. As outlined in Section 1 
of the Consolidated Financial Statements, the Group’s and Company’s financial statements have been prepared on a going concern basis with a 
material uncertainty.
Critical accounting judgements and key sources of estimation uncertainty
The following provides information on those policies that the Directors consider critical because of the level of judgement and estimation required 
which often involves assumptions regarding future events which can vary from what is anticipated. The Directors review the judgements and 
estimates on an ongoing basis with revisions to accounting estimates recognised in the period in which the estimates are revised and in any future 
periods affected. The Directors believe that the Company’s financial statements reflect appropriate judgements and estimates and provide a true 
and fair view of the Company’s performance and financial position.
Key sources of estimation uncertainty
The following is the key source of estimation uncertainty that the Directors have made in the process of applying the Company’s accounting policies 
and that have a significant risk of resulting in material adjustments to the carrying amounts of assets and liabilities within the next financial year.
Impairment of investments in subsidiary undertakings
The critical judgement around the impairment assessment of investments in subsidiary undertakings is dependent on the internal indicator analysis. 
The impairment of investments in subsidiary undertakings involves making assumptions. The most critical assumptions include determination of the 
discount rates and terminal growth rates. All assumptions are reviewed at each reporting date. Further details about the assumptions used and 
sensitivities are set out in note 3.1 “Intangible assets” in the consolidated financial statements of the Group.
Investments in subsidiary undertakings is tested for impairment annually or if there is an indicator triggering the impairment assessment. 
Impairment is determined by assessing the recoverable amount of the investment in the subsidiary. This estimate of recoverable amount is 
determined at each assessment date. The estimate of recoverable amount requires significant assumptions to be made and is based on a number 
of factors such as the near-term business outlook for the subsidiary, including both its operating profit and operating cash flow performance, 
Terminal growth rates beyond 2029 and discount rates applied. Where the recoverable amount of the subsidiary is less than the carrying amount, 
an impairment loss is recognised in the statement of profit or loss.
During the year ended 31 December 2024, the impairment of investments in subsidiary undertakings involved making assumptions. The most 
judgemental assumptions include determination of the weighted average cost of capital (“WACC”), growth rates. All assumptions are reviewed 
at each reporting date.
Impairment of amounts owed by subsidiary undertakings
The critical judgement around the impairment assessment of loans to subsidiary undertakings is dependent on the material uncertainty in relation 
to going concern faced by the Group. The impairment of loans to subsidiary undertakings involves making assumptions. The most critical 
assumptions include determination of the probability of default and loss given default rates. All assumptions are reviewed at each reporting date.
Critical accounting judgements
There are no critical accounting judgements that the Company makes, apart from those involving estimations (which are dealt with above), that 
the Directors have made in the process of applying the Company’s accounting policies and that have the most significant effect on the amounts 
recognised in the financial statements. 
Impact of adoption of new accounting standards or amendments
The impact of adoption of new accounting standards or amendments is disclosed in Section 1 – Basis of Preparation of the Group’s consolidated 
financial statements.
Notes to the Company Financial Statements

Videndum plc
176
Annual Report and Accounts 2024
Notes to the Company Financial Statements continued
b) Exemptions taken by the Company under FRS 101
Under Section 408(3) of the companies Act 2006, the Company is exempt from the requirement to present its own profit or loss account. 
The Company has applied the exemptions available under FRS 101 in respect of the following disclosures:
–	 Cash Flow Statement and related notes;
–	 comparative period reconciliations for share capital, tangible fixed assets and intangible assets;
–	 disclosures in respect of information related to key management personnel, and transactions with wholly owned subsidiaries;
–	 disclosures in respect of capital management;
–	 disclosures in respect of leases;
–	 the effects of new but not yet effective IFRSs; and
–	 disclosures in respect of the compensation of key management personnel.
As the consolidated financial statements of Videndum plc include the equivalent disclosures, the Company has also taken the exemptions under 
FRS 101 available in respect of the following disclosures:
–	 IFRS 2 “Share-based Payments” in respect of Group settled share-based payments; and
–	 certain disclosures required by IFRS 13 “Fair Value Measurement” and the disclosures required by IFRS 7 “Financial Instruments: Disclosures”.
c) Material accounting policies
The following accounting policies have been applied consistently in dealing with items which are considered material in relation to these financial 
statements.
Investments in subsidiary undertakings
Investments in subsidiaries are stated at historical cost, less provision for any impairment in value.
The Company holds investments in all of the Group’s intermediate holding companies, financing companies and trading subsidiaries.
It is possible that changes in outlook over the next year that are different to the assumptions made by Management could require a material 
adjustment to the carrying value of the Company’s investments in its subsidiaries.
Pensions
The Company participates in the Group’s defined benefit scheme operated in the UK, which was closed to future benefit accrual with effect from 
31 July 2010. All UK employees of the Company are now offered membership of the defined contribution scheme. The assets of the schemes are 
held separately from those of the Company. The Company has a very small proportion of the scheme’s total members. As such, the Company has 
adopted a policy to recognise the full net pension cost, and hence pension asset, in its subsidiary Videndum Production Solutions Limited’s financial 
statements prepared in accordance with FRS 101.
Details in respect of the UK defined benefit pension scheme are disclosed in note 5.2 “Pensions” of the Group’s consolidated financial statements.
Dividends receivable
Dividends received and receivable are credited to the Company’s Income Statement.
Other material accounting policies are consistent with the Group’s consolidated financial statements and below are references where they 
are disclosed:
Foreign currencies 
Section 1 – Basis of Preparation
Intangible assets
3.1 "Intangible assets"
Property, plant and equipment
3.2 "Property, plant and equipment"
Debtors and Creditors 
3.3 "Working capital"
Provisions 
3.5 "Provisions"
Leases 
3.6 "Leases"
Cash and cash equivalents 
4.1 "Net debt"
Bank loans 
4.1 "Net debt"
Derivative financial instruments and hedging activities 
4.2 "Financial instruments"
Share capital and reserves
4.3 "Share capital and reserves"
Share-based payments 
5.3 "Share-based payments"

Strategic Report
Corporate Governance
Financial Statements
177
d) Employees
2024
£m
2023
£m
Employee costs comprise:
Wages and salaries
 3.8 
 3.9 
Redundancy costs
 1.6 
–
Employers’ social security costs
 0.4 
 0.1 
Employers’ pension costs – defined contribution schemes
 0.2 
 0.2 
Share-based payment charge
 0.4 
 (0.3) 
 6.4 
 3.9 
2024
2023
Monthly average number of employees during the year
 28 
 28 
Further details of Directors’ remuneration and share incentives are disclosed in the Remuneration Report.
e) Audit fees
The details regarding the remuneration of the Company’s auditors are included in note 2.1 “Loss before tax (including segmental information)” 
of the Group’s consolidated financial statements under “Fees payable to PricewaterhouseCoopers LLP for the audit of the Company’s financial 
statements”.
f) Intangible assets
Capitalised 
software 
£m
Cost 
At 31 December 2023 and 31 December 2024 
 0.1 
Accumulated depreciation 
At 31 December 2023 and 31 December 2024 
 (0.1) 
Net book value at 31 December 2023 and 31 December 2024 
–

Videndum plc
178
Annual Report and Accounts 2024
Notes to the Company Financial Statements continued
g) Property, plant and equipment
Total 
£m
Leasehold 
improvements  
£m
 Right-of-use 
assets 
– Plant and 
machinery 
£m
 Right-of-use 
assets – 
Leasehold land 
and buildings  
£m
Cost
At 31 December 2023 and 1 January 2024 
 3.6 
 0.5 
 – 
 3.1 
Additions 
 0.1 
 – 
 0.1 
 – 
Termination of leases 
 (3.1) 
 – 
 – 
 (3.1) 
At 31 December 2024 
 0.6 
 0.5 
 0.1 
 – 
Accumulated depreciation 
At 31 December 2022 and 1 January 2023
2.0
0.5
–
1.5
Depreciation charge in the year
0.2
–
–
0.2
At 31 December 2023 and 1 January 2024 
 2.2 
 0.5 
 – 
 1.7 
Depreciation charge in the year 
 0.2 
 – 
 – 
 0.2 
Impairment losses in the year 
 0.3 
 – 
 – 
 0.3 
Depreciation on termination of lease 
 (2.2) 
 – 
 – 
 (2.2) 
At 31 December 2024 
 0.5 
 0.5 
 – 
 – 
Carrying amounts 
At 31 December 2023 and 1 January 2024 
 1.4 
 – 
 – 
 1.4 
At 31 December 2024 
 0.1 
 – 
 0.1 
 – 
h) Investments in subsidiary undertakings
Total
£m
Shares in Group 
undertakings 
£m
Loans to Group 
undertakings 
£m
 Cost 
 At 1 January 2023 
 895.8 
 736.0
159.8
 Additions 
 132.0 
 132.0
–
 Disposals/repayments 
 (395.0) 
 (236.8) 
(158.2)
 At 1 January 2024 
 632.8 
 631.2
1.6
 Repayments 
 (1.6) 
–
(1.6)
 At 31 December 2024 
 631.2 
 631.2
–
 Provisions 
 At 1 January 2023 
 292.3 
 292.3
–
 Impairment losses 
 3.6 
 3.6
–
 Disposals 
 (210.8) 
 (210.8)
–
 At 1 January 2024 
 85.1 
 85.1
–
 Impairment losses 
 364.3 
364.3
–
 At 31 December 2024 
 449.4 
 449.4
–
 Net book value 
 At 31 December 2023 and 1 January 2024 
 547.7 
 546.1
1.6
 At 31 December 2024 
 181.8 
 181.8
–
The Company’s investments in subsidiaries as at 31 December 2024 are included in note 5.6 “Group investments” of the Group’s consolidated 
financial statements.
The amounts owed by subsidiary undertakings for the year ended 31 December 2024 have been disclosed in note i “Other receivables”.
An impairment loss of £364.3 million was recognised for investment in subsidiaries undertakings based on Management’s assessment of near-term 
business outlook for the subsidiaries, including both its operating profit and operating cash flow performance, terminal growth rates beyond 2029 

Strategic Report
Corporate Governance
Financial Statements
179
and discount rates. The basis for the impairment calculations is similar to that used in the impairment of CGUs containing goodwill, see note 3.1 
“Intangible Asset” in the consolidated financial statements of the Group for consideration of the assumptions to which the model is most sensitive, 
and also sensitivity disclosures.
i) Other receivables
2024
£m
2023
£m
Amounts falling due within one year 
Amounts owed by subsidiary undertakings1
 3.8 
 122.9 
Corporation tax 
 3.3 
–
Other debtors
 0.1 
 1.0 
Prepayments
 0.4 
 0.4 
Derivative financial instruments – interest rate swap2
 0.1 
 – 
Derivative financial instruments – forward exchange contracts2
 0.9 
 1.7 
Deferred tax assets3
 – 
 1.1 
 8.6 
 127.1 
Long-term receivables
Amounts owed by subsidiary undertakings1
45.6
–
Derivative financial instruments – interest rate swap2
 – 
 1.4 
Derivative financial instruments – forward exchange contracts2
 – 
 0.9 
Total other receivables
 54.2 
 129.4 
1	 Amounts owed by subsidiary undertakings within one year are unsecured and payable on demand. Long term amounts owed by subsidiary undertakings are unsecured, bear floating rates of 
interest and are repayable after more than one year. An impairment loss of £3.5 million was recognised in the year based on Management’s assessment of expected credit losses. For the year 
ended 31 December 2023, long term amounts owed by subsidiary undertakings were disclosed in note h “Investments in subsidiary undertakings”. 
2	 Derivative financial instruments of £0.1 million (2023: £1.4 million) relate to interest rate swaps. Of the amounts included in Derivative financial instruments – forward exchange contracts, 
£0.9 million (2023: £2.6 million) relate to contracts with subsidiary undertakings which mirror the terms of contracts held by the Company with external third parties. Details of these derivatives 
are included in note 4.2 “Financial instruments” of the Group’s consolidated financial statements.
3	 Deferred tax asset of £nil million (2023: £1.1 million) is made up of £nil million (2023: £0.8 million) losses and £nil million (2023: £0.3 million) other temporary timing difference. Unrecognised 
gross tax attributes including losses total £17.5 million.
j) Other payables
2024
£m
2023
£m
Amounts falling due within one year 
Bank overdraft (unsecured) 
 –
 3.4 
Lease liabilities 
 0.4 
 0.2 
Amounts owed to subsidiary undertakings 
 67.1 
 77.8 
Derivative financial instruments – forward exchange contracts 
 0.9 
 1.7 
Deferred tax 
 – 
 0.3 
Trade payables 
 0.8 
 1.2 
Taxation and social security 
 0.2 
 – 
Accruals 
 2.1 
 1.8 
 71.5 
 86.4 
Amounts falling due after more than one year 
Bank loans (unsecured) 
 103.1 
 89.1 
Lease liabilities1
 0.2 
 1.3 
Derivative financial instruments – forward exchange contracts
 – 
 0.9 
Amounts owed to subsidiary undertaking 
 12.0 
 55.8 
Total other payables
 115.3 
 147.1 
1	 Lease liabilities of £0.2 million (2023: £1.3 million) comprise £0.2 million (2023: £0.8 million) of amounts falling due after more than one year and less than five years, and £nil million 
(2023: £0.5 million of amounts falling due after more than five years.

Videndum plc
180
Annual Report and Accounts 2024
Amounts owed to subsidiary undertakings due within one year are unsecured and payable on demand. Amounts owed to subsidiary undertakings 
due after more than one year are unsecured, bear floating rates of interest and are repayable after more than one year. Derivative financial 
instruments of £0.9 million (2023: £2.6 million) relate to contracts with subsidiary undertakings which mirror the terms of contracts held 
by the Company with external third parties.
During the year the Group entered into restructuring projects that resulted in rationalisation of intercompany loans.
Details in relation to the term loans are set out in note 4.1 “Net debt” of the Group’s consolidated financial statements.
Total cash payments for leases is £0.2 million (2023: £0.3 million) of which £0.1 million (2023: £0.1 million) relates to interest and £0.1 million (2023: 
£0.2 million) to principal lease repayments.
k) Contingent liabilities
There are no contingent liabilities at 31 December 2024 (2023: £nil).
l) Provisions
2024
£m
2023
£m
At 1 January 
 0.1
 0.7
Provisions created during the year
 1.6
–
Provisions utilised during the year
 (0.2)
 (0.6)
At 31 December
 1.5
 0.1
Restructuring costs of £1.6 million (2023: £nil million) were incurred during the year in respect of Corporate initiatives relating to 2024 cost base 
realignment and leadership changes including associated legal and professional fees.
The restructuring provision of £1.4 million and the dilapidation provision of £0.1 million are expected to be utilised during 2025. 
m) Called up share capital
Disclosure in respect of the Company’s share capital are provided in note 4.3 “Share capital and reserves” of the Group’s consolidated financial 
statements.
The Company’s registered address is William Vinten Building, Easlea Road, Bury St Edmunds, IP32 7BY, United Kingdom. The registered address 
of the Company was changed from Bridge House, Heron Square, Richmond, TW9 1EN on 20 December 2024.
Options over shares of the Company have been granted to employees of the Company under various plans. Details of the terms and conditions 
of each share-based payment plan are given in the Annual Report on Remuneration on pages 69 to 96 and note 5.3 “Share-based payments” 
of the Group’s consolidated financial statements.
n) Other reserves
Other reserves of £58.8 million represent the reduction of the share premium account; £22.7 million in 1989 and £37.3 million in 1995 less £16.0 
million of share repurchases in 1995; a capital redemption reserve of £1.6 million created on the repurchase and subsequent cancellation of 885,000 
ordinary shares by the Company in 1999; and £13.2 million in relation to a merger reserve.
On 5 November 2024, the Company purchased 7,922 ordinary shares of 20 pence each to eliminate new issue shares tied to a US share plan over 
which options were exercised during 2024. All these purchased ordinary shares were cancelled and a transfer of £1,584 was made from share capital 
to the capital redemption reserve.
o) Cash flow hedge reserve
As described in note 4.2 “Financial instruments” of the Group’s consolidated financial statements, the Company hedges the variability in cash flows 
of a proportion of its floating rate borrowings. This reserve records the effective portion of the cumulative net change in the fair value of derivative 
financial instruments where they are designated in cash flow hedge relationships.
p) Related party transactions
The Company has identified a related party relationship with its Board, the Vitec Group Pension Scheme and members of the Operations Executive 
as disclosed in the Remuneration report and note 5.5 “Related party transactions” of the Group’s consolidated financial statements. There are no 
other related party transactions to disclose.
q) Post balance sheet events
The Group obtained a covenant waiver for the February 2025 and March 2025 covenant tests. See section 1 “Basis of preparation” of the 
consolidated financial statements for updates in relation to Amended Covenants and borrowing facilities.
There were no other events after the Balance Sheet date that require disclosure.
Notes to the Company Financial Statements continued

Strategic Report
Corporate Governance
Financial Statements
181
Glossary of Alternative Performance Measures (“APMs”)
The Group believes that these APMs, which are not considered to be a substitute for or superior to IFRS measures, provide stakeholders with 
additional helpful information and enable an alternative comparison of performance over time.
The Group uses APMs to aid the comparability of information between reporting periods and Divisions, by adjusting for certain items which impact 
upon IFRS measures, to aid the user in understanding the activity taking place across the Group’s businesses. APMs are used by the Directors and 
Management for performance analysis, planning, reporting and incentive purposes. Where relevant, further information on specific APMs is provided 
in each section below.
The APMs refer to continuing operations; 2022 has been represented to ensure fair comparability.
APM
Closest equivalent 
IFRS measure
Definition and purpose
Income Statement measures from continuing operations
Adjusted gross profit
Gross profit
Calculated as gross profit before adjusting items.
The table below shows a reconciliation: 
See note 2.1 “(Loss)/profit before tax (including segmental information)”.
2024
£m
2023
£m
Gross profit
94.5
113.9
Adjusting items in revenue
(2.9)
–
Adjusting items in cost of sales
1.7
4.2
Adjusted gross profit
93.3
118.1
Adjusted gross profit margin
None
Calculated as adjusted gross profit divided by revenue.
Adjusted operating expenses
Operating expenses
Calculated as operating expenses before adjusting items.
The table below shows a reconciliation: 
See note 2.1 “(Loss)/profit before tax (including segmental information) – 
operating expenses”.
2024
£m
2023
£m
Operating expenses
191.9
119.3
Adjusting items in operating expenses
(79.5)
(13.8)
Adjusted operating expenses
112.4
105.5
Adjusted operating profit
(Loss)/profit before tax
Calculated as (Loss)/profit before tax, before net finance expense, and before 
adjusting items. This is a key management incentive metric.
Adjusting items include non-cash charges such as amortisation of intangible 
assets that are acquired in a business combination, impairment of disposed 
entities or groups of asset(s) and effect of fair valuation of acquired inventory 
and property, plant and equipment. Cash charges include items such as 
transaction costs, earnout, retention and deferred payments, and significant 
costs relating to the integration of acquired businesses.
The table below shows a reconciliation:
See note 2.2 “Adjusting items”.
2024
£m
2023
£m
(Loss)/profit before tax
(103.4)
(18.8)
Net finance expense
6.9
14.1
Adjusting items in operating (loss)/profit
78.3
18.0
Adjusted operating profit
(18.2)
13.3

Videndum plc
182
Annual Report and Accounts 2024
Glossary of Alternative Performance Measures (“APMs”) continued
APM
Closest equivalent 
IFRS measure
Definition and purpose
Income Statement measures from continuing operations continued
Adjusted operating (loss)/profit 
margin
None
Calculated as adjusted operating (loss)/profit divided by revenue. Progression 
in adjusted operating margin is an indicator of the Group’s operating 
efficiency.
Adjusted net finance 
expense
None
Calculated as finance expense, less finance income, and less amortisation 
of loan fees on borrowings for acquisitions and other financing initiatives.
The table below shows a reconciliation:
2024
£m
2023
£m
Finance expense
(10.2)
(16.5)
Finance income
3.3
2.4
Adjusting finance expense – amortisation of loan 
fees on borrowings for acquisitions and other 
financing initiatives
0.1
2.6
Adjusted net finance expense
(6.8)
(11.5)
Adjusted loss before tax
Loss before tax
Calculated as Loss before tax, before adjusting items. This is a key 
management incentive metric and is a measure used within the Group’s 
incentive plans as set out in the Remuneration report.
See Consolidated Income Statement for a reconciliation.
Adjusted (loss)/profit after tax
Loss after tax
Calculated as (loss)/profit after tax before adjusting items.
See Consolidated Income Statement and note 2.5 “Earnings per share” 
for a reconciliation.
Adjusted basic earnings per share
Basic earnings per share
Calculated as adjusted profit after tax divided by the weighted average 
number of ordinary shares outstanding during the period. This is a key 
management incentive metric and is a measure used within the Group’s 
incentive plans as set out in the Remuneration report.
See note 2.5 “Earnings per share” for a reconciliation.
Cash flow measures from continuing operations. 
2024 excludes previously discontinued operations.
Free cash flow
Net cash from 
operating activities
Net cash from operating activities after proceeds from property, plant and 
equipment and software, purchase of property, plant and equipment, and 
capitalisation of software and development costs. This measure reflects 
the cash generated in the period that is available to invest in accordance 
with the Group’s capital allocation policy.
See “Adjusted operating cash flow” below for a reconciliation.
See “Five Year Financial Summary” on page 187.

Strategic Report
Corporate Governance
Financial Statements
183
APM
Closest equivalent 
IFRS measure
Definition and purpose
Cash flow measures from continuing operations. 
2024 excludes previously discontinued operations continued.
Adjusted operating cash flow
Net cash from 
operating activities
Free cash flow before payment of interest, tax, restructuring, integration and 
other costs, retention bonuses and transaction costs relating to the acquisition 
of businesses, and before proceeds from sale of impaired inventory. This is a 
measure of the cash generation and working capital efficiency of the Group’s 
operations. Adjusted operating cash flow as a percentage of adjusted 
operating profit is a key management incentive metric.
2024
£m
2023
£m
Loss for the period from continuing operations
(147.0)
(12.1)
Add back:
Taxation and net finance expense
50.5
7.4
Adjusting items in operating (loss)/profit
78.3
18.0
Adjusted operating (loss)/profit
(18.2)
13.3
Depreciation excluding effect of fair valuation of 
property, plant and equipment
12.8
14.0
Amortisation/impairment of purchased software 
and capitalised development costs
11.2
6.5
Decrease/(increase) in adjusted trade working 
capital (1)
21.3
(1.1) 
Adjusted non-trade working capital movement1
2.2
(6.8)
Decrease in adjusted provision (1)
(0.1)
–
Other:
–	 Net loss on disposal of property, plant and 
equipment and software
0.3
0.2
–	 Fair value losses on derivative financial 
instruments
0.1
(0.2)
–	 Foreign exchange losses
0.2
(0.3)
–	 Share-based payments
2.2
1.0
–	 Proceeds from sale of property, plant and 
equipment and software
2.7
0.3
–	 Add back proceeds from property held for sale 
previously
(2.5)
–
Purchase of property, plant and equipment
(7.8)
(4.6)
Purchase of software and payment of development 
costs
(7.6)
(10.7)
Adjusted operating cash flow
16.8
11.6
Interest paid
(10.3)
(15.3)
Interest received
0.2
–
Tax received/(paid)
0.7
(10.4)
Proceeds from property held for sale previously
2.5
–
Restructuring and integration costs
(3.7)
(6.4)
Proceeds from sale of impaired inventory
–
1.1
Retention bonuses
(1.2)
(3.6)
Transaction and other costs relating to acquisitions
(0.5)
(0.8)
Free cash flow
4.5
(23.8)
Deduct interest received from financing activities
(0.2)
–
Proceeds from sale of property, plant and 
equipment and software
(2.7)
(0.3)
Purchase of property, plant and equipment
7.8
4.6
Purchase of software and payment of development 
costs
7.6
10.7
Net cash from/(used in) operating activities
17.0
(8.8)
1	 See “Adjusted trade working capital movement” and “Adjusted non-trade working capital 
movement” and “Adjusted provision movement” below for a reconciliation.

Videndum plc
184
Annual Report and Accounts 2024
Glossary of Alternative Performance Measures (“APMs”) continued
APM
Closest equivalent 
IFRS measure
Definition and purpose
Cash flow measures from continuing operations. 
2024 excludes previously discontinued operations continued.
Decrease/(increase) in adjusted trade 
working capital
None
The decrease/(increase) in adjusted trade working capital includes 
movements in inventories, trade debtors and trade creditors, excluding 
movements relating to adjusting items.
2024
£m
2023
£m
Decrease in inventories
12.5
7.6
Decrease in trade debtors
8.2
16.3
Increase/(decrease) in trade creditors
1.2
(20.5)
Decrease in trade working capital
21.9
3.4
Discontinued operations
–
0.4
Deduct inflows from adjusting charges: 
Effect of fair valuation of acquired inventory
–
(0.1)
Adjustments for integration, restructuring and 
other costs 
(0.6)
(3.7)
Proceeds from the sale of impaired inventory
–
(1.1)
Decrease/(increase) in adjusted trade working 
capital
21.3
 (1.1) 
Decrease/(increase) in adjusted 
non-trade working capital
None
The decrease/(increase) in adjusted non-trade working capital includes 
movements in other debtors, other creditors and contract assets/liabilities, 
excluding movements relating to adjusting items.
2024
£m
2023
£m
Decrease in other debtors and contract assets
2.9
0.7
Decrease in other creditors and contract liabilities
(0.9)
(12.3)
Increase in non-trade working capital
2.0
(11.6)
Discontinued operations
–
1.2
Deduct inflows from adjusting charges: 
Adjustments for restructuring and other costs, 
previously discontinued operations, transaction 
costs relating to acquisition of businesses, and 
retention bonuses
0.2
3.6
Decrease/(increase) in adjusted non-trade working 
capital
2.2
(6.8)
Increase/(decrease) in adjusted 
provisions
Increase/(decrease) 
in provisions
The increase/(decrease) in adjusted provisions excludes movements relating 
to adjusting items.
2024
£m
2023
£m
Increase/(decrease) in provisions
6.5
(1.9)
Adjustments for restructuring costs
(6.6)
1.9
Adjusted provision movement
(0.1)
–

Strategic Report
Corporate Governance
Financial Statements
185
APM
Closest equivalent 
IFRS measure
Definition and purpose
Other measures from continuing operations, excluding previously discontinued operations
Return on capital employed (ROCE)
None
ROCE is calculated as annual adjusted operating profit for the last 12 months 
divided by the average total assets (excluding defined benefit pension asset 
and deferred tax assets), current liabilities (excluding current interest-bearing 
loans and borrowings), and non-current lease liabilities.
The average is based on the opening and closing of the 12-month period. 
See “Five Year Summary”.
2024
£m
Adjusted operating profit for the last 12 months
(18.2)
Capital employed at the beginning of the year
289.1
Capital employed at the end of the year
202.2
Average capital employed
245.7
Adjusted ROCE %
(7.4%)
Dropthrough
None
Dropthrough is the change in adjusted operating profit as a percentage of the 
change in revenue. 
Organic revenue
None
Organic revenue is revenue from existing business, and not from new mergers 
and acquisitions.
Organic adjusted  
operating profit
None
Organic adjusted operating profit is adjusted operating profit from existing 
business, and not from new mergers and acquisitions.
Organic growth
None
Organic growth is the growth achieved year-on-year from existing business, 
and not from new mergers and acquisitions.
Constant currency
None
Constant currency variances are derived by calculating the current year 
amounts at the applicable prior year foreign currency exchange rates, 
excluding the effects of hedging in both years. 
Revenue growth is represented on a constant currency basis as this best 
represents the impact of volume and pricing on revenue growth.
Organic revenue  
at constant currency
None
Calculated as organic revenue at constant currency.
The table below shows a reconciliation:
See “Profit or loss Statement”
See “Constant currency”, “Organic revenue” and “Organic growth” above 
for definitions.
2024
£m
2023 Revenue
306.9
Add from acquisitions
–
2023 Organic revenue
306.9
 
2024 Revenue
283.6
Exclude effects of foreign currency exchange rates:
 
Translational effects
8.6
Transactional effects
(1.4)
2024 Organic revenue at constant currency
290.8
Organic growth at constant currency %
(5%)

Videndum plc
186
Annual Report and Accounts 2024
Glossary of Alternative Performance Measures (“APMs”) continued
APM
Closest equivalent 
IFRS measure
Definition and purpose
Other measures from continuing operations, excluding previously discontinued operations continued
Organic adjusted operating profit  
at constant currency
None
Calculated as organic adjusted profit at constant currency.
The table below shows a reconciliation:
See “Consolidated Profit or loss Statement”
See “Adjusted operating profit” above for a reconciliation.
See “Constant currency”, “Organic adjusted operating profit”  
and “Organic growth” above for definitions.
2024
£m
2023 Adjusted operating profit
13.3
Add from acquisitions
–
2023 Organic adjusted operating profit
13.3
 
2024 Organic adjusted operating profit1
(18.2)
Exclude effects of foreign currency exchange rates:
Translational effects
(0.2)
Transactional effects
0.2
Organic adjusted operating profit at constant 
currency
(18.2)
Organic growth at constant currency %
(237%)
1	 See “Adjusted operating profit” above for a reconciliation.
Cash conversion
None
Calculated as adjusted operating cash flow divided by adjusted 
operating profit. This is a key management incentive metric 
and is a measure used within the Group’s incentive plans as set 
out in the Remuneration report.
Adjusted EBITDA
None
Calculated as adjusted operating profit for the last 12 months 
before depreciation of tangible fixed assets and amortisation 
of intangibles  
(other than those already excluded from adjusted operating profit).
The table below shows a reconciliation:
2024
£m
2023 
£m
Adjusted operating loss for the last 12 months
(18.2)
13.3
Add back:
Depreciation excluding effect of fair valuation of 
property, plant and equipment
12.8
14.0
Amortisation/impairment of purchased software 
and capitalised development costs
11.2
6.5
Adjusted EBITDA
5.8
33.8

Strategic Report
Corporate Governance
Financial Statements
187
Five Year Financial Summary
Years ended 31 December
Continuing operations
Continuing and discontinued operations
2024 
£m
2023 
£m
2024 
£m
20233 
£m
2022 
£m
20211,2 
£m
20201 
£m
Continuing operations
283.6
306.9
283.6
306.9
442.5
–
–
Discontinued operations
–
–
–
8.1
8.7
–
–
Revenue
283.6
306.9
283.6
315.0
451.2
394.3
290.5
Continuing operations
(18.2)
13.3
(18.2)
13.3
66.2
–
–
Discontinued operations
–
–
–
(6.3)
(6.2)
–
–
Adjusted operating profit
(18.2)
13.3
(18.2)
7.0
60.0
46.2
9.9
Adjusted net interest on interest-bearing loans and 
borrowings
(10.1)
(13.7)
(10.1)
(13.7)
(7.5)
(3.2)
(3.9)
Interest on lease liabilities
(1.5)
(1.5)
(1.5)
(1.5)
(1.5)
(1.0)
(0.8)
Other net financial income
4.8
3.7
4.8
3.6
3.0
0.4
0.3
Adjusted profit before tax
25.0
1.8
25.0
(4.6)
54.0
42.4
5.5
Cash generated from operating activities
 22.5 
 9.8 
 22.5 
 9.8 
65.3
65.7
34.0
Discontinued operations 
 – 
 7.1 
– 
–
–
–
–
Previously discontinued operations 
 4.1 
– 
– 
– 
–
–
–
Interest paid
 (10.3) 
 (15.3) 
 (10.3) 
 (15.4) 
(9.4)
(4.5)
(5.9)
Tax paid
 0.7 
 (10.4) 
 0.5 
 (10.5) 
(7.2)
(6.5)
(3.1)
Net cash from/(used in) operating activities
 17.0 
 (8.8) 
 12.7 
 (16.1) 
48.7
54.7
25.0
 Interest received 
 0.2 
 –
 0.2 
– 
–
–
–
 Net capital expenditure on property, plant and 
equipment, software and development costs 
 (12.7) 
 (15.0) 
 (12.8) 
 (18.3) 
(20.2)
(21.6)
(15.5)
Free cash flow
 4.5 
 (23.8) 
 (0.1) 
 (34.4) 
28.5
33.1
9.5
Capital employed
Total assets
 351.2 
 451.3 
 351.2 
 451.3 
554.2
441.1
334.6
Current liabilities
 (118.8) 
 (65.7) 
 (118.8) 
 (65.7) 
(146.4)
(116.5)
(114.0)
Total assets less current liabilities
 232.4 
 385.6 
 232.4 
 385.6 
407.8
324.6
220.6
Less defined benefit asset
 (4.1) 
 (4.2) 
 (4.1) 
 (4.2) 
(3.9)
–
–
Less deferred tax assets
 (5.6) 
 (55.4) 
 (5.6) 
 (55.4) 
(53.2)
(33.6)
(24.6)
Add the current portion of interest-bearing liabilities
 0.2 
 0.2 
 0.2 
 0.2 
36.0
13.2
50.6
Less non-current lease liabilities
 (23.3) 
 (28.4) 
 (23.3) 
 (28.4) 
(28.8)
(24.6)
(11.5)
 199.6 
 297.8 
 199.6 
 297.8 
357.9
279.6
235.1
Exclude previously discontinued and discontinued 
operations:
Less total assets
 (2.8) 
(12.3)
–
–
–
–
–
Add current liabilities
 5.1 
3.6
–
–
–
–
–
Add non-current lease liability
 0.3 
–
–
–
–
–
–
 202.2 
 289.1 
 199.6 
297.8
357.9
279.6
235.1
Statistics
 Adjusted operating (loss)/profit (%) 
 (6.5) 
 4.3 
 (6.4) 
 2.2 
13.3
11.7
3.4
Adjusted effective tax rate (%)
 n/a 
 n/a 
 n/a 
 n/a 
23.2
24.3
25.4
Adjusted basic earnings per share (p)
 (17.9) 
 9.5 
 (17.9) 
 (23.0) 
90.1
69.9
9.0
Basic earnings per share (p)
 (155.8) 
 (24.4) 
 (155.8) 
 (157.5) 
71.4
56.4
(11.6)
Dividends per share (p)
–
–
–
–
40.0
35.0
4.5
ROCE (%)
 (7.4) 
 4.5 
 (7.3) 
 2.1 
18.8
18.0
4.1
Year-end mid-market share price (p)
 146 
 348 
 146 
 348 
1,078
1,420
917
1	 Capital employed was restated in these years for the exclusion of deferred tax assets, and changes to IFRS 16 “Leases” in 2020.
2	 In 2022, the process to measure the fair values of the assets and liabilities acquired was completed in respect of the Savage acquisition. The 2021 Balance Sheet was adjusted to reflect a 
decrease in goodwill of £0.7 million as a result of adjustments increasing deferred tax assets by £0.5 million, increasing acquired intangible assets by £0.3 million, and increasing other creditors 
by £0.1 million.
3	 For the year ended 31 December 2024, resulting from an application of accounting policy choice, the Group has presented £0.6 million legal expenses relating to the Quasar acquisition as an 
adjusting item. The comparative figures for the year ended 31 December 2023 have been restated accordingly in the Consolidated Statement of Profit or Loss and related notes for an amount 
of £0.5 million. There is no impact on the Group’s net assets 

Videndum plc
188
Annual Report and Accounts 2024
Shareholder Information and Financial Calendar
Shareholder information
The Investors section of the Group website, videndum.com, contains 
detailed information on news, key financial information, Annual 
Reports, financial calendar, share price information, dividends and 
key contact details. The following is a summary and readers are 
encouraged to view the website for more detailed information.
Shareholder enquiries
The Company’s Registrar is Equiniti Limited.
Equiniti provides a range of services to shareholders.
Extensive information including many answers  
to frequently asked questions can be found online.
Use the QR code to register for FREE  
at shareview.co.uk
Equiniti’s registered address is:
Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA.
Alternatively you can contact the Group Company Secretary either  
by phone on +44 (0)20 8332 4600 or email on info@videndum.com.
Share price information
The closing mid-market price of a share of Videndum plc on 
31 December 2024 was £1.46. During 2024, the share price fluctuated 
between £1.46 and £3.54. The Company’s share price is available on our 
website with a 15-minute delay, and from the Financial Times website, 
ft.com, with a similar delay
Share scams
Shareholders should be aware that fraudsters may try and use 
high-pressure tactics to lure investors into share scams. Information on 
share scams can be found on the Financial Conduct Authority’s website, 
fca.org.uk/scams, or via their consumer helpline:  
0800 111 6768.
Annual General Meeting
The Company’s Annual General Meeting will be held at 2.00pm 
on Monday 16, June 2025 at Hilton Syon Park, Park Road, Isleworth, 
TW8 8JF.
Analysis of shareholdings as at 31 December 2024
Shares held
Number of 
holders
% of 
holders
Number of 
shares
% of 
shares
Up to 1,000
359
45.39%
120,559
0.13%
1,001 to 5,000
215
27.18%
518,528
0.55%
5,001 to 10,000
47
5.94%
329,842
0.35%
10,001 to 50,000
77
9.73%
1,872,102
1.99%
50,001 to 100,000
31
3.92%
2,117,836
2.25%
100,001 and over
62
7.84%
89,241,874
94.74%
Total
791
100%
94,200,741
100%
Institutions and 
companies
340
42.98%
93,068,737
98.80%
Individuals including 
Directors and their 
families
451
57.02%
1,132,004
1.20%
Total
791
100%
94,200,741
100%
CBP030724
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Videndum plc 
William Vinten Building 
Easlea Road 
Bury St Edmunds 
IP32 7BY 
United Kingdom
t +44 (0)20 8332 4600
info@videndum.com 
videndum.com
Registered in England and Wales (no. 00227691)


Videndum plc 
William Vinten Building 
Easlea Road 
Bury St Edmunds 
IP32 7BY 
United Kingdom
t +44 (0)20 8332 4600 
info@videndum.com 
videndum.com