Results reading: Annual Report, AGM Notice & Proposed Rule 9 Waiver
This is a procedural document: it adds no new trading information, but it turns the 27 October outlook into a formal FY27 profit forecast that the Board has re-confirmed. That forecast is roughly flat on FY26 (EBITDA £10.1m against £10.0m), and the notice also renews a buy-back that could lift the founders' concert party from 42.7% to 47.4% of the shares.
What changed against what was known
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New
The outlook is now a formal FY27 profit forecast. It mirrors consensus (revenue £145.5m, adjusted EBITDA £10.1m, adjusted EPS 5.5p), which is almost flat on FY26 (£144.9m, £10.0m, 5.5p), so no recovery is being promised.
Then · 27 Oct 2026 · Audited Results for the Year Ended 31 July 2026“Current trading remains in line with market expectations.” -
New
If the buy-back were used in full, the founders' concert party would rise from 42.7% to 47.4% of the shares without selling or buying, closer to the 50% line. It needs a vote of independent shareholders on a poll at the 11 December 2026 AGM.
“If the Company were to repurchase from persons other than the Concert Party all the Ordinary Shares that it would be authorised to repurchase under the Proposed Renewed Buy-Back Authority, the Concert Party’s interest in Ordinary Shares would (assuming no...” -
New
The waiver does not stop the concert party (Showman, Franks, Gossage and their families) from bidding for the company, whatever the vote result.
“Whether or not the Waiver Resolution is passed by the Independent Shareholders, members of the Concert Party will not be restricted from making an offer for the Company.”
1 point only confirm what the company said before
- The Board keeps its buy-back policy of about 1.0x net bank debt to adjusted EBITDA. FY26 closed at 0.9x (net debt £8.6m on EBITDA £10.0m), so on those figures there is only about £1.4m of room before the target is reached. “The Board proposes to continue its capital allocation policy of maintaining, over the medium term, a net bank debt / adjusted EBITDA ratio of approximately 1.0x.”
What the notes say – not in the headline numbers
The FY27 forecast assumes no material change in customer demand or competition, and no move in the US dollar, Canadian dollar or euro above the last 12 months' average rates. The Board itself describes demand as subdued.
The forecast is a flat-year assumption, so a weaker consumer or a dollar-driven cost rise would put it at risk.
“There will be no material changes in market conditions over the period to 31 July 2027 in relation to either customer demand or the competitive environment, other than as stated in the above current trading update;”No longer mentioned
International branded expansion
Last said · 27 Oct 2026 · Audited Results for the Year Ended 31 July 2026“Continued expansion in international branded sales, which were up 20% to £56.5m”Automation and PIM efficiency programme
Last said · 27 Oct 2026 · Audited Results for the Year Ended 31 July 2026“Greater operational efficiency achieved through our Product Information Management (“PIM”) system, automation and AI, including saving an annualised 33,000 hours across 355 tasks automated during the Year”
Not in this report at all – which can mean nothing, or a plan quietly dropped.
Watch at the next report
- The result of the poll of independent shareholders on the waiver at the 11 December 2026 AGM.
- Whether the buy-back is used, and how close the concert party gets to 50% of the shares.
- Interim trading against the FY27 forecast of £10.1m adjusted EBITDA and 5.5p adjusted EPS, especially UK sales.
Read 2 Nov 2026 against the last statement, the previous results and the open promises. Quotes are the company's words; the rest is our reading. Not investment advice.