Final Results

19 December 2025

Plexus Holdings PLC

("Plexus", the "Company" or the "Group")

Final Results

Plexus Holdings PLC (AIM: POS), the AIM quoted wellhead services business, announces its Final Results for the year ending 30 June 2025.

Financial Summary*

· Sales revenue £4.48m (2024: £12.7m)

· Adjusted EBITDA loss £1.1m (2024 Profit: £5.4m)

· Loss before tax (reported) £3.3m (2024 Reported Profit: £2.8m)

· Loss before tax (reported) £3.3m (2024 Adjusted Profit: £3.5m)

· Loss after tax £3.3m (2024 Profit: £2.9m)

· Basic Loss per share 2.70p (2024: 2.83p earnings)

· Cash and cash equivalents of £2.5m (2024: £2.5m)

· Total assets £17.7m (2024: £19.9m)

· Total equity £16.1m (2024: £15.4m)

* Note: The 2024 results were materially influenced by a one-off exceptional licence deal, which elevated both revenue and profit for that period.

Operational Overview

· November 2024 - secured c.$1m Middle East gas exploration contract utilising Plexus' Exact Jack-up rental wellhead equipment, now expected to commence in Q1 2026

· December 2024 - completed North Sea special project, generating total revenues of over £9m

· March 2025 - completed build of four new sets of Exact rental wellhead equipment to support Middle East exploration contract

· April 2025 - raised £3.5m (£3.15m net of expenses) at 6.5p alongside conversion of outstanding loan notes of £0.7m to fund expansion of the Exact rental fleet and strengthen balance sheet

· April 2025 - ordered first four sets of Exact wellheads with delivery expected in January 2026 for deployment in Q1 2026

· May 2025 - completed pre-engineering phase of North Sea subsea intervention project utilising subsea wellhead rental equipment for deployment H2 2025

· June 2025 - completed first phase of North Sea Dutch sector P&A contract generating £1.9m in revenues, with operations expected to resume in 2026

· R&D expenditure, including patents, of £442k (2024: £558k) reflecting ongoing investment in patents and product development

·  Completed Annual API audit, retaining API Q1 accreditation and transitioning to API Q1 10th Edition

Post period end

· July 2025 - announced board changes including appointment of Dr Stuart Paton as Non-Executive Director and resignation of Kunming Liu

· July 2025 - secured rental wellhead contract for North American market for expected deployment in Q1 2026

· September 2025 - completed North Sea subsea intervention well

· November 2025 - signed two-year Framework Agreement with North Sea operator to provide wellhead services and associated equipment for projects in the UK offshore sector

· December 2025 - agreed loan facility of up to £2m with OFM Holdings Ltd to provide financial flexibility and support operations and strategic growth initiatives

Chief Executive Craig Hendrie said: "This year has been one of active rebuilding, with significant progress made in expanding our rental wellhead fleet and reestablishing momentum in our core Jack up business. While last year's £2.93m profit was driven by a one-off licence transaction, this year the Group reported a loss before tax of £3.27m which is consistent with our strategic decision to reinvest in the rental model and strengthen our rental operations.

"Operationally, we delivered steady activity in the North Sea, although several projects scheduled for the period were postponed due to continued uncertainty in the region. The lack of clarity around proposed changes to the Energy Profits Levy has slowed not only new exploration and development drilling but also decommissioning and Carbon Capture and Storage (CCS) work across the UK.

"In response, we increased our focus on international markets. With new rental work on track to commence in the USA and Middle East in Q1 2026, we are actively building a pipeline of follow-on opportunities. The Middle East remains a key strategic region and to support growth we have appointed a Business Development manager who is now based in the United Arab Emirates.

"These steps give us a strong foundation to advance the wider suite of POS GRIP applications that Plexus retains. This includes HG-R production wellhead remediation technology, HG Trees, Plug and Abandonment (P&A) products, and subsea infrastructure solutions such as the Python subsea wellhead system.

"As the new CEO of Plexus, I would like to thank Ben van Bilderbeek for his continued leadership and oversight as Chairman, and to welcome Stuart Paton to the board as a Non-Executive Director. Their experience and support will be invaluable as we execute the next phase of our strategy."

For further information please visit www.plexusplc.com or contact:

Chairman's Statement

Business progress

This has been a year of meaningful operational progress. A key highlight was securing a major gas exploration contract in the Middle East, which will utilise our Exact Jack‑up rental wellhead equipment. Although originally scheduled to commence in the second half of 2025, the project is now expected to begin in the first quarter of 2026, generating revenues of approximately $1 million. To support this contract, Plexus completed the build of four new sets of Exact rental wellhead equipment in March 2025, ensuring readiness for deployment.

We also saw the completion of a special North Sea project in December 2024, which generated revenues of more than £9 million, demonstrating our engineering expertise and ability to deliver complex offshore solutions. Furthermore, in June 2025, Plexus completed the first phase of a North Sea Dutch sector P&A contract, generating £1.9 million in revenues, with operations scheduled to resume in 2026.

April 2025 was a pivotal month for the Company when we successfully raised £3.5 million (£3.15 million net of expenses) at 6.5p per share, alongside the conversion of £0.7 million in outstanding loan notes. This provided capital for further expansion of the Exact rental fleet, enabling Plexus to capitalise on growing demand for Jack‑up rental wellheads in exploration and P&A projects, and also strengthened the balance sheet. During the same period, the first four new sets of Exact wellheads were ordered, with delivery expected in January 2026 ahead of deployment in Q1 2026.

Innovation and diversification remained central to operations. In May 2025, Plexus completed the pre‑engineering phase of a North Sea subsea intervention project, which subsequently saw our subsea wellhead rental equipment deployed post year end. Research and development expenditure amounted to £442k (2024: £558k), reflecting ongoing investment in patents and product development to protect and expand the Company's technology portfolio.

Quality assurance also remained a priority. Plexus successfully completed its annual API audit, retaining its API Q1 accreditation and transitioning seamlessly to API Q1 10th Edition, reinforcing the Company's commitment to industry standards and operational excellence.

Financial Performance

For the year to 30 June 2025, the Group delivered revenues of £4.48m, compared to £12.72m in 2024 and recorded a loss before tax of £3.3m, compared to a profit of £2.8m in the prior year. The 2025 results reflect the planned investment phase as we rebuild and expand our rental operations, while the 2024 financial performance was boosted by an exceptional licence deal, creating an unusually strong comparative year.

Intellectual Property

Plexus' intellectual property and decades-long record of invention and innovation remain a core differentiator. Over the past year, Plexus strengthened its position in the Jack-up wellhead business, supported by the £3.5 million raise in April 2025 to double our Exact-EX rental fleet. This puts us in a strong position to meet increasing demand for Jack-up rental wellheads, particularly for exploration and P&A projects.

POS-GRIP® Technology remains central to Plexus' strategy and value. After a period of development, we expect SLB to see some benefit from integrating POS-GRIP into its surface wellhead product lines this year. Plexus retains full rights to subsea and special applications, with a longer-term strategy to broaden its product range and explore licensing opportunities with other service companies. With an underlying base of revenue expected to kick in from the rental business, Plexus will soon be able to focus again on commercialising the remaining POS-GRIP applications.

Staff

On behalf of the Board, I would like to thank our employees for their hard work and commitment during the year. Their commitment has been critical in growing our rental inventory, maintaining our technical capability, and ensuring we are prepared to capitalise on rising activity across our key markets.

Outlook

Looking ahead, despite ongoing challenges in sentiment towards offshore oil and gas, we remain highly optimistic. Global demand for Jack up rigs is strong, and our technology is well suited to P&A, CCS, and geothermal applications. By focusing on shorter lead time opportunities, deepening collaboration with SLB, and building on our intellectual property base, we have positioned the Group for sustainable and diversified growth.

In closing, I would like to thank the Board, our new Executive team, the Aberdeen management group, and all staff for their continued hard work and support. Together, we are committed to delivering on our overriding objective: generating increasing value for our shareholders in the year ahead.

Ben van Bilderbeek

Non-Executive Chairman

18 December 2025

Strategic Report

The Directors present their strategic report for the year ended 30 June 2025.

Principal Activity

The Group provides wellhead equipment and related equipment and services, for oil and gas drilling and production, carbon capture and storage, "CCS", and well plug and abandonment "P&A" activities. Plexus specialises in adjustable wellhead equipment which has particular benefits for work based on Jack-up rigs. Other specialised equipment based on Plexus POS-GRIP Technology are also offered.

Business review

A review of the development and performance of the business during the year consistent with its size and complexity, together with commentary on future developments including the main trends and factors likely to affect the business, is given in the Chairman's Statement. Where guidelines refer to the provision of key performance indicators, the directors are of the opinion certain financial and non-financial indicators included in the highlights, and the Directors' Report section of the Annual Report meet this requirement. The Directors have provided a description of the principal risks and uncertainties facing the Group in the Annual Report.

Financial Results

Statement of Comprehensive Income

Revenue

Revenue for the year was £4,481k, a decrease from £12,723k in the prior year. Revenue in the first half of the year was dominated by the completion of the major rental project, generating £2,073k. Following successful completion efforts were then focused on growing the underlying organic business.

Last year's revenue figure had been particularly high due to the major rental project (£7,644k) and the one off SLB licensing agreement (£4,082k).

Margin

Gross margin has decreased from 72.17% in the prior year to 51.42% in the current year.

A year-to-year comparison of gross margin adds little value given prior year revenues included the one off SLB licensing agreement which had no associated cost of sale. Additionally, due to investment in the rental fleet over the last two years, rental asset depreciation (included in cost of sales) has increased from £321k in the prior year to £681k in the current year.

Overhead expenses

Administrative expenses have remained broadly in line with the prior year at £5,550k compared to £5,579k in the prior year.

Continuing salary and benefit costs remain the largest component of administrative expenses at £3,142k compared to £3,267k in the prior year.

(Loss) / profit Before Tax

The loss before tax of £3,266k compares to a profit before tax of £2,803k in the prior year,

Adjusted EBITDA

The Directors use, amongst other things, Adjusted EBITDA as a non-GAAP measure to assess the Group's financial performance. The Directors consider Adjusted EBITDA to be the most appropriate measure of the underlying financial performance of the Group in the period. Adjusted EBITDA for the year was a loss of £1,073k, compared to a profit of £5,446k in the previous year.

Cash and Cash Equivalents

Cash at the year-end was £2,537k compared to £2,486k in the prior year, reflecting a net cash inflow for the year of £51k. A further analysis of cash movements can be found in the statement of cash flows.

The expected future cash inflows and the cash balances held are anticipated to be adequate to meet current on-going working capital, capital expenditure, R&D, and project related commitments. This expectation is subject to satisfaction of the two matters identified within the going concern assessment.

Convertible loans

In April 2025 the convertible loans which had a value of £856k at the last reporting date, were fully converted into equity as part of a fundraising event.

Share Capital and Share Premium

Following the successful fundraise in April 2025, 67,305,127 new ordinary shares were issued, increasing share capital from £1,054k to £1,727k, creating a share premium of £3,353k.

The share premium is net of share issue costs of £349k and includes the crystallised loan note premium of £175k, following the convertible loan noteholders' participation in the fundraise.

Dividends

The Company has not paid any dividends in the year and does not propose to pay a final dividend. Whilst the Company remains committed to distributing dividends to its shareholders when appropriate, the Directors believe that it is prudent to suspend the payment of dividends considering the ongoing capital and operational requirements of the business.

Operations

The Group's primary focus during the first half of the financial year was the successful completion of the major contract noted in the operational overview, which generated £2,073k of revenue during the year. Primary focus then shifted to growing the Group's revenue through the utilisation of its Exact equipment, which generated circa £2,160k of revenue in the year.

Plexus continued to invest in R&D during the year, with significant focus on optimising the Exact rental exploration wellhead product range for the current market. R&D remains an important operational activity and further develops the value of our IP and ability to extend the range of applications of our technology.

Staff at the end of June 2025 (excluding non-executive directors) comprised of 39 employees (2024: 37 employees, including one international employee), with a weighted average total of 38 which is an increase of 2 from the prior year.

Staff development remains a key priority, supported by a thorough evaluation and revision of the appraisal system. The updated process empowers both employees and line managers to maximise the value of performance reviews and continuously identify development opportunities. 

The Company continues to maintain the OPITO accreditation for its competency management system, with continual developments and improvements to the process, ensuring a robust assessment of employees in safety--critical roles.

Health and Safety continues to be a fundamental priority for the business and remains central to all operations. Plexus is fully committed to the continuous improvement of safety standards and the reinforcement of a strong safety culture across the organisation. This ongoing commitment is demonstrated by the Company achieving another year without a lost time injury ("LTI"), and as of September 2025, Plexus reached its tenth consecutive year without an LTI - a significant milestone that reflects the sustained focus on safe working practices.

Plexus continues to operate in full compliance with the requirements of the API Q1/ISO 9001 and ISO 45001 standards, ensuring the continued retention of both API 6A and API 17D licences. These accreditations reaffirm Plexus' capability, integrity, and commitment to maintaining the highest industry standards. During the reporting period, an API audit was successfully completed, with Plexus retaining its API Q1 accreditation, including the successful transition to the 10th Edition of API Q1.

The IT department continues to play a critical role in supporting Plexus's operational efficiency, security, and digital innovation. Over the past year, there has been focus on strengthening infrastructure to ensure business continuity and data protection.

A key achievement has been the successful implementation of an off-site disaster recovery solution, designed to provide robust coverage in the event of a large-scale disruption. This solution ensures that critical systems and data can be restored quickly and securely, minimising downtime and operational impact.

In parallel, we have deployed a more resilient on-site backup strategy. This includes enhanced protection for both cloud-based and locally stored data, ensuring comprehensive coverage and faster recovery times. These improvements significantly bolster our ability to safeguard Plexus's digital assets and maintain service continuity under adverse conditions.

Strategy and Future Developments

Plexus has been involved in the design of specialised wellhead equipment for the offshore market for over 40 years, and this history and knowledge continues to drive the products and services that are offered.

In 2021, Plexus licenced the Exact wellhead and Centric mudline systems back from SLB and set about updating and improving this product range to compete in the current market. This has resulted in the Exact-EX adjustable wellhead system, which is optimised for use on modern Jack-up rigs when they are used for exploration drilling, development, or CCS pre-drilling or P&A activities. This optimised system is significantly more cost effective than competing through-BOP adjustable wellheads, and Plexus is developing a fleet of rental wellhead systems to be deployed in this market, which forms the core of the short-term business growth. The Middle East remains an important and busy area of activity for exploration drilling; Plexus has made an initial breakthrough into this market through a contract secured in late 2024 with operations now expected to go live in Q1 of 2026. This region in particular is expected to become an area of growth and to support this we have appointed a Business Development manager based in the United Arab Emirates.

Plexus retains the right to offer POS-GRIP surface production for small projects of less than four systems and in specialised applications such as adjustable wellheads. These types of opportunities are usually 12 months or more in the planning and manufacturing stages, and so this market sector will continue to be developed as a medium-term growth objective.

In both the medium and the longer term, Plexus is working on leveraging the remaining applications of POS-GRIP, which are for subsea and other specialised applications. POS-GRIP has been successfully deployed in subsea applications recently, such as the Oceaneering P&A campaign and the recent special application. These projects have used technology from the Python subsea wellhead system, and such successful deployments are significant steps along the way of field-testing elements of the system, making a full deployment of the Python system more viable. Additionally, long term focus remains on developing other POS-GRIP products, such as valves to complement our proprietary wellheads for use in production applications and also potential further licencing of POS-GRIP technology in large volume markets.

Key Performance Indicators

The Directors monitor the performance of the Group by reference to certain financial and non-financial key performance indicators. The financial indicators include revenue, adjusted EBITDA, profit/loss, earnings per share, cash balances, and working capital resources and requirements. The analysis of these is included in the financial results section of this report. Non-financial indicators include Health and Safety statistics, R&D activity, equipment utilisation rates, the level of ongoing customer interest and support. Several non-financial key performance indicators are included within the strategic report; customer interest and equipment utilisation are monitored internally by senior management through regular meetings attended by departmental managers.

Principal Risks and Risk Management

There are a number of potential risks and uncertainties that could have an impact on the Group's performance, which include the following.

(a) Political, legal, and environmental risks

Plexus aims to participate in a global market where the exploration and production of oil and gas reserves, and the access to those reserves can be adversely impacted by changes in political, operational, and environmental circumstances. The current global political and environmental landscape, particularly in relation to climate change and net zero goals, continues to demonstrate how such factors can generate risks and uncertainties that can present a risk to trading. Such risks also extend to legal and regulatory issues, and it is important to understand that these can change at short notice. Regulatory changes can have an adverse impact on investment levels, as of course does a country's decision-making process in relation to granting new exploration and production drilling opportunities. To help address and balance such risks, the Group where possible seeks to broaden its geographic footprint and customer base, as well as actively looking to forge commercial relationships with large industry players, and potential licencees.

(b) Oil and Gas Sector Trends

New technologies, particularly in relation to renewables such as wind and solar, alternative energies and current developments such as the increasing use of electric vehicles could all in the future prove very disruptive to the traditional oil and gas industry and the corresponding demand for exploration and production equipment and services. To help mitigate this risk Plexus is committed to work in areas such as renewables, carbon capture and decommissioning, ensuring diversification from exploration and production.

(c) Technology

It is critical to the success of the Group to be able to anticipate changes in technology or in industry standards and to successfully develop and introduce new, enhanced and competitive products on a timely basis and keep pace with technological change.

As noted above the Company is committed to widening the application of its technology. In order to ensure that the Group's technology and IP develop, the Group commits resources annually to research and development and is open to completing sponsored R&D projects on behalf of customers. Additionally, senior management have regular meetings with key end-customers to maintain visibility over their technological requirements.

(d) Competitive risk

The Group operates in highly competitive markets and often competes directly with large multi-national corporations who have greater resources and are more established. This risk has become more concentrated over recent years following a series of mergers and acquisitions by competitors creating larger entities. The major oil service and equipment company consolidations have magnified such issues as competitors reduce in number but increase in size, influence, and reach. Unforeseen product innovation or technical advances by competitors could adversely affect the Group, and lead to a slower take up of the Group's proprietary technology. To mitigate this risk, Plexus has an active R&D programme, and maintains an extensive suite of patents and trademarks, and actively continues to develop and improve its IP, including adding to its existing extensive 'know-how' to ensure that it continues to be able to offer unique superior wellhead design solutions.

(e) Operational

The Group operates in highly competitive markets, often directly against large multi-national corporations who have greater resources, are more established and have a larger geographical footprint. As a smaller group, the main operational risk is not obtaining work due to availability of equipment and resources. Plexus is mitigating this risk by focussing on increasing its rental fleet, and attempting to increase its geographical reach, by targeting work in new regions.

(f) Going Concern, liquidity, and finance requirements

As a relatively small business with adequate, but not excess cash resources, and following a number of loss-making years, Plexus has to closely monitor and manage cash flow. Additionally, Plexus' smaller market cap may limit its ability to raise additional funds in the public markets.

The Group undertakes cashflow forecasting throughout the year to ensure the going-concern assumption is still appropriate. The Group and Company are reliant on the receipt of the additional funding under the new loan facility and on converting currently uncontracted sales growth in 2026. Failure to achieve either matter would have a material impact on both the Group and Company's ability to continue as a going concern. Therefore, this indicates a material uncertainty which may cast significant doubt on the ability of the Group and Company to continue as a going concern.

(g) Credit

The main credit risk is attributable to trade receivables. Where the Group's customers are large international oil and gas companies the risk of non-payment is significantly reduced and more likely to be related to client satisfaction. Where smaller independent oil and gas companies are concerned, credit risk can be a factor. Customer payments can potentially involve extended payment terms. This risk can be mitigated by agreeing structured payment terms on larger value contracts with milestone stage payments. The Group's exposure to credit risk is monitored continuously, and to date its collections record has been extremely reliable.

(h) Risk assessment

The Board has established an on-going process for identifying, evaluating, and managing significant risk areas faced by the Group. One of the Board's control documents is a detailed "Risks assessment & management document," which categorises risks in terms of: business area (which includes IT), compliance, finance, cash, receivables, fixed assets, other debtors/prepayments, creditors, legal, and personnel. These risks are assessed and updated as and when appropriate and can be associated with a variety of internal and external sources including regulatory requirements, disruption to information systems including cyber-crime, control breakdowns and social, ethical, environmental and health and safety issues.

Section 172 Statement

This section serves as the section 172 statement and should be read in conjunction with the full Strategic Report and the Corporate Governance Report in the Annual Report. Section 172 of the Companies Act 2006 requires directors to take into consideration the interests of stakeholders in their decision making. The Directors continue to have regard to the interests of the Company's employees and other stakeholders, including shareholders, customers and suppliers, Licence Partners and the community and environment, through positive engagement and when making decisions. Acting in good faith and fairly between members, the Directors consider what is most likely to promote the success of the Company for its members in the long term and to protect the reputation of the Company.

Shareholders

Plexus seeks to develop an investor base of long-term shareholders that are aligned to our strategy, whether institutional or private retail investors. By communicating our strategy and objectives, we seek to maintain continued support from our investor base. Important issues include financial stability and the strength of the statement of financial position and protecting and strengthening the value of our intellectual property. Engagement with shareholders is a key element to this objective and methods of engagement are detailed in the Corporate Governance Report in the Annual Report. During the year, the Executive Directors supported by other members of the senior management team, the Company's broker, and the Investor Relations advisor, engaged where possible with investors by email, presentations, direct conversations, and ad-hoc meetings. The Company also continues to update its website to provide investors and other stakeholders with access to information about the Company. During the year, several key decisions were made by the Board, including the conversion of debt and issue of new shares, including an open offer to all shareholders, which raised gross funds of £3.5m. This fund-raising related decision was aimed at increasing shareholder value.

Employees

The Group's UK staff are engaged by the Company's subsidiary Plexus Ocean Systems Limited based in Aberdeen, Scotland. As a relatively small company with fewer than 40 employees largely operating in one location, there is a high level of visibility regarding employee engagement and satisfaction. The Company is engaged with a specialist firm of benefits advisers who can offer a comprehensive service to employees as well as to the Company. The Company consults with employees on matters of competency, training, and health and safety as detailed in the Corporate Governance Report in the Annual Report. Since the last report, the Company successfully achieved ten continuous years with no Lost Time Injuries ("LTI") and this successful safety culture has continued beyond that anniversary to the date of writing.

Customers and Suppliers

The Company is committed to acting ethically and with integrity in all business dealings and relationships. Fostering good business relationships with key stakeholders including customers and suppliers is important to the Company's success. The Board seeks to implement and enforce effective systems and controls to ensure its supply chain is maintaining the highest standard of business conduct in line with best practice including in relation to anti-bribery and modern slavery.

Licence Partners

The Company engages with Licence Partners in a way that follows the same principles as those applied to relationships with other customers and suppliers. Additionally, the Company engages with its Licence Partners to support their efforts to achieve commercial success by holding, as and when required, technical workshops, technical training, and data transfer. Following the announcement in November 2020 of entering into a non-exclusive surface wellhead licencing agreement with Cameron (SLB) and the extension of this agreement in December 2021, and the further agreement signed in December 2023. In May 2023 SLB exercised its option to extend its non-exclusive licence agreement with Plexus for an additional six years effective from November 2023. This was then the followed with the additional licensing agreement in December 2023.

Community and Environment

The Company has minimal environmental impact in the localities in which it operates. This clearly helps the Company meet its corporate objectives in this regard but is never taken for granted. In the year under review, the Company met its target for waste management and in general continues to operate in a manner that is open, honest, and socially responsible.

M Park

Chief Financial Officer

18 December 2025

Consolidated Statement of Comprehensive Income

for the year ended 30 June 2025

Consolidated Statement of Financial Position

at 30 June 2025

These financial statements were approved and authorised for issue by the board of directors on 18 December 2025 and were signed on its behalf by:

M Park C Hendrie

Director Director

Company Number: 03322928

Consolidated Statement of Changes in Equity

for the year ended 30 June 2025

Consolidated Statement of Cash Flows

for the year ended 30 June 2025

Notes to the Consolidated Financial Statements

1. Revenue

The revenue information above is based on the location of the customer.

Substantially all of the revenue in the current and previous periods derives from the sale, licensing, short-term rentals and the provision of services relating to the Group's patent protected equipment.

2. Segment Reporting

The Group derives revenue from the sale of its POS-GRIP technology and associated products, the rental of equipment utilising the POS-GRIP technology and service income principally derived in assisting with the commissioning and on-going service requirements of our equipment. These income streams are all derived from the utilisation of the technology which the Group believes is its only segment.

Per IFRS 8, the operating segment is based on internal reports about components of the group, which are regularly reviewed and used by the board of directors being the Chief Operating Decision Maker ("CODM").

All of the Group's non-current assets are held in the UK.

The following customers each account for more than 10% of the Group's continuing revenue:

3. Income tax credit

As outlined in the accounting policy deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available. The deferred tax asset relates to losses to the value of the deferred tax losses and is reviewed at the end of each reporting period. The Group has previously recognised a deferred tax asset based upon its mid-term forecast profitability. On the basis losses have not been fully utilised in the current financial year management consider that the probable threshold is not met and have released the asset to the extent there are not sufficient taxable temporary differences. Once this threshold can be demonstrated an asset will be recognised. At 30 June 2025 the Group has tax losses available of £24.5m (2024: £21.4m).

4. (Loss) / earnings per share

Basic loss per share is calculated on the results attributable to ordinary shares divided by the weighted average number of shares in issue during the year.

Diluted earnings per share calculations include additional shares to reflect the dilutive effect of share option schemes. As the exercise prices are all higher than the average share price during the year the option schemes are considered to be non-dilutive.

5. Intangible Assets

When assessing the carrying value of the Group's assets the key assumptions on which the valuation is based are that:

· Industry acceptance will result in continued growth of the business above long-term industry growth rates. Management considers this to be appropriate for a new technology gaining industry acceptance;

· Prices will rise with inflation;

· Costs, in particular direct costs, and staff costs are based on past experiences, and management's knowledge of the industry.

These assumptions were determined from the directors' knowledge and experience.

The value in use calculation is based on pre-tax cash flow forecasts derived from the most recent financial model information available. Although the Group's technology is proven and has proven commercial value the exploitation of opportunities beyond the rental wellhead exploration equipment services market are at a relatively early stage and the commercialisation process is expected to be a long term one. The cash flow forecasts therefore extend to 2045 to ensure the full benefit of all current projects is realised. The rationale for using a timescale up to 2045 with growth projections which increase in the first five years and decline thereafter, is that as time progresses, Plexus expects to gain an increasing foothold in the surface, subsea and other equipment markets, including the recent re-entry into the Jack-up exploration rental wellhead sector. This has been evidenced with an increase in enquiries following the work undertaken in the year on the major rental contract. As the Group is starting from a base point of trading the growth rates are expected to be high in the initial years then in later years where the technology becomes established the expected rate of growth declines. The 20-year span of the model is considered appropriate given the newly patented technology will have 20 years of protection. However, it should be noted that even after the expiry of patents, there is a great deal more in Plexus' products that doesn't mean that it is suddenly open technology when the patent expires. Additionally, Plexus has built-up decades worth of knowledge, test data and experience.

As Plexus operate in a highly competitive marketplace, which has cyclical periods of high M&A activity, the model takes two approaches, organic sales growth and a licensing route, whereby a CGU would be licensed to a partner and licensing revenues would be generated.

The key assumptions used in these calculations include the discount rate (10.87%), revenue projections, growth rates, expected gross margins and the lifespan of the Group's technology.

Management estimates the discount rates using pre-tax rates that reflect current market assessments of the time value of money and risks specific to the Group and the markets in which it operates. Revenue projections, growth rates, margins and technology lifespans are all estimated based on the latest business models and the most recent discussions with customers, suppliers and other business partners.

Management regularly assesses the sensitivity of the key assumptions, including a sensitivity analysis on the discount rate flexing it by 5% both positively and negatively.

It should be noted that revenue level within the model to an extent are speculative, given the model has a 20 year reach. Given this, management have also produced a discounted cashflow model with reduced revenues which acts as a sensitized model and highlights and provides further evidence that impairment of the IP is not required. It would require significant adjustments to key assumptions before the goodwill and other intangibles would be impaired.

Patent and other development costs are internally generated.

The impairment review has been conducted on two CGUs, split by the category of IP: Deepwater and Conventional.

6. Property plant and equipment

The value in use of property, plant and equipment is not materially different from the carrying value.

7. Share Capital

Share issue in the year:

8. Analysis of net debt

9. Convertible loans

In October 2022 Plexus raised £1,550,000 through the issue of 1,550,000 convertible loan notes. The loan notes were non-interest bearing and had an original maturity date being 24 months after issue, which was subsequently extended by 6 months in October 2024.

The loan notes could be settled in cash, with an additional 20% redemption interest on the principal amount or converted into new shares where the principal amount would be settled at a 20% discount to the share price paid by investors in a qualifying financing event. The 20% discount noted above equates to a 25% premium on the principal amount. Therefore, a redemption premium of £387,500 was recognised over the two-year term.

On 31 January 2024 it was announced that the company would make a cash payment to redeem £849,992 loan notes, plus redemption premium of £169,998, a total payment of £1,019,990, leaving £700,008 loan notes outstanding.

On 19 March 2025 the company announced it would be undertaking a proposed fundraising event through the placing of new ordinary shares through a direct subscription and retail offering. This event was completed in April 2025. This constituted the qualifying financing event that would facilitate the conversion of the loan notes to equity.

The convertible loan note holders converted both the principal and the premium accrued of the outstanding convertible loan notes into new Ordinary Shares in the Company at the Conversion Price.

The total number of Conversion Shares is 13,461,692, comprising:

· OFM Investment Limited: 8,333,442 conversion Shares

· Ben van Bilderbeek: 4,166,712 conversion Shares

· Jeffrey Thrall: 961,538 conversion Shares

10. Subsequent Event

On 11 December 2025 the Company announced that it had entered into an agreement for a £2m loan facility with OFM Holdings Limited, a company ultimately owned by a trust of which Ben van Bilderbeek is settlor. This loan facility will be used to manage the Group's working capital requirements in the second half of FY2026.