AFERIAN PLC

Earnings Release • Apr 10, 2025

National Storage Mechanism | Additional information

RNS Number : 4119E

Aferian PLC

10 April 2025

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (596/2014/EU) AS THE SAME HAS BEEN RETAINED IN  UK LAW AS AMENDED BY THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR").

AFERIAN PLC

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

FULL YEAR RESULTS FOR THE YEAR ENDED 30 NOVEMBER 2024

Aferian plc (LSE AIM: AFRN), a B2B video streaming solutions company, announces its full-year audited results for the year ended 30 November 2024 ("FY2024").

Financial Highlights

·      Group revenues were $26.3m, down from $47.8m in FY2023.

·      H2 revenue improved by 16% from H1 to $14.1m.

·      Exit run rate Annual Recurring Revenue (ARR) increased slightly to $14.8m (FY2023: $14.6m).

·      Adjusted EBITDA** loss was $0.7m (FY2023: profit of $1.6m), with H2 delivering an Adjusted EBITDA profit of $1.6m, up $3.9m from a $2.3m loss in H1.

·      Both divisions were Adjusted EBITDA profitable and cash generative in H2 FY2024.

·      Statutory operating loss was $12.5m (FY2023: $63.9m).

·      Net debt*** at year end was $12.7m (FY2023: $6.3m).

·      Extension of $16.5m senior lending facilities to September 2025 and $1.3m term loan arranged by its largest shareholder Kestrel Partners LLP to January 2026 completed in April 2024.

·      Discussions with lenders to further extend the debt facilities beyond September 2025 are in progress.

*Exit annualised recurring revenue ("ARR") is annual run-rate recurring revenue as at 30 November

**Adjusted EBITDA is a non-GAAP measure and is calculated as operating loss before depreciation, interest, tax, amortisation, impairment of goodwill, exceptional items and employee share-based payment charges

***Net debt is a non-GAAP measure and is calculated as total bank debt less cash and cash equivalents

Divisional Highlights

24i

·      Stable revenues in FY2024 with four major customer wins in Q4.

·      Launch of 24i Video Cloud, a comprehensive next generation streaming platform.

·      Leadership transition with Sebastian Braun appointed as CEO.

·      Adjusted EBITDA positive and cash generative in H2 FY2024.

Amino

·      Strong H2 FY2024 sales performance supported by Enterprise and Digital Signage sales growth.

·      Material reduction in cost base drove strong H2 FY2024 Adjusted EBITDA and cash generation.

·      FY2025 off to a strong start, with confirmed sales orders already exceeding FY2024 revenues.

·      Stock levels significantly reduced with further reductions continuing in H1 FY2025.

Current Trading and Outlook

Revenue in H2 FY2024 grew 16% over H1 FY2024. Coupled with mid-year cost reductions, this led to a return to positive Adjusted EBITDA and cash generation in H2 FY2024 which has continued into H1 FY2025. New customer wins and sales orders already received are expected to support growth in revenue, ARR, and Adjusted EBITDA in FY2025. The Group is in discussions to extend its debt facilities further.

Mark Carlisle, Chief Executive of Aferian, commented:

"Aferian is now a turnaround story. We have started FY2025 strongly and are significantly ahead of the same period last year. Given the increased level of sales orders already received, we expect a greater than 10% revenue growth in FY2025, positive Adjusted EBITDA for the year, and positive free cash flow. Once new financing terms are secured, the company will be well positioned for the future."

For further information please contact:  

Aferian plc	+44 (0)1954 234100
Mark Wells, Chairman Mark Carlisle, Chief Executive Officer
Zeus (Nominated Adviser and Broker)	+44 (0)20 3829 5000
Katy Mitchell, Alexandra Campbell-Harris (Investment Banking) Benjamin Robertson (ECM)

About Aferian plc  

Aferian plc (AIM: AFRN) is a B2B video streaming solutions company. Our end-to-end solutions bring live and on-demand video to every kind of screen. We create the forward-thinking solutions that our customers need to drive subscriber engagement, audience satisfaction, and revenue growth.

It is our belief that successful media companies and services will be those that are most consumer-centric, data driven and flexible to change. We focus on innovating technologies that enable our customers stay ahead of evolving viewer demand by providing smarter, more cost-effective ways of delivering end-to-end modern TV and video experiences to consumers. By anticipating technological and behavioural audience trends, our software solutions empower our customers to heighten viewer enjoyment, drive growth in audience share and ultimately their profitability.

Aferian plc has two operating companies: 24i, which focusses on streaming video experiences, and Amino, which connects Pay TV to streaming services. Our two complementary companies combine their products and services to create solutions which ensure that people can consume TV and video how and when they want it. Our solutions deliver modern TV and video experiences every day to millions of viewers globally, via our growing global customer base of over 500 service providers.

Aferian plc is traded on the London Stock Exchange's AIM stock market (AIM: symbol AFRN). Headquartered in Cambridge, UK, the Company has over 350 staff located in offices in San Francisco, Amsterdam, Helsinki, Copenhagen, Madrid, Porto, Brno, Buenos Aires, and Hong Kong. For more information, please visit  www.aferian.com .

Chairman's statement:

In the first half of 2024, the Group took decisive action to address declining revenues, implementing significant cost reductions. I have been deeply impressed by the resilience and dedication of our management team and employees throughout this period. These measures have led to a marked improvement in business performance in the second half of the year, positioning the Group on a more stable financial footing.

Our strategic focus remains on capitalizing on the ongoing transition in the media and entertainment sector, as the industry continues its shift from traditional broadcast distribution models-such as cable and satellite-to streaming as the preferred mode of video delivery. This transformation is reshaping multiple segments, including Streaming Video, Traditional Pay TV, Enterprise Video, and Digital Signage. Aferian is committed to leveraging its expertise and technology to serve these evolving markets effectively.

Despite several changes at the Board level, the senior management team has ensured strong continuity. Following the departure of Donald McGarva, Mark Carlisle transitioned from Group CFO/COO to Group CEO, providing experienced leadership at a critical juncture. At 24i, Sebastian Braun, previously SVP Product, was appointed CEO in a senior leadership role outside of the Board, with strong support from Steve Oetegenn, who continues to contribute as a Non-Executive Director. After year-end Steve has stepped back from his executive role and is now an independent NED only. The Board deem Steve to be independent given that he does not receive additional remuneration besides NED fees, and he was only an executive director for 17 months.

In July 2024, Sebastian White, an Investment Director at Kestrel Partners LLP ("Kestrel"), was appointed as a Non-Executive Director, succeeding Max Royde, Managing Partner at Kestrel. Additionally, Allen Broome and Bruce Powell stepped down as Non-Executive Directors in August and November 2024, respectively.

The Board now comprises:

Mark Wells - Independent Non-Executive Chairman;

Mark Carlisle - Group CEO and Executive Director;

Sebastian White - Non-Executive Director, representing Kestrel; and

Steve Oetegenn -Independent Non-Executive Director, bringing significant industry experience.

The Board believes that its current composition is well-suited to the Group's operational and strategic requirements. However, we will continue to review its structure as the business evolves.

Mark Wells

Chairman

09 April 2025

Chief Executive Officer's Review

Group revenue for the year was $26.3m, a decrease of 45% versus prior year. To position the Group for profitability in the second half of 2024, we completed cost reduction programmes in early December 2023 and April 2024 which generated c$6m of annualised cost savings.  As a result of these programmes and increased second half revenues, the Group returned to positive Adjusted EBITDA and cash generation in the second half of the year . This, coupled with an increase in the receipt of advance sales orders in both 24i and Amino means that the Group has continued to be cash generative into FY2025.

In April 2024, we secured an extension to the Group's $16.5m senior lending facilities to September 2025 as well as an extension to the Group's $1.3m term loan arranged by its largest shareholder Kestrel Partners LLP to January 2026. The group is in negotiations with lenders to further extend its facility which it expects to conclude in the near future.

FY2024 KEY PERFORMANCE INDICATORS

## US $m unless otherwise stated	## 2024	## 2023	## Change %
## Total revenue	## 26.3	## 47.8	## (45%)
## Software & services revenue	## 19.1	## 26.5	## (28%)
## Exit run rate Annual Recurring Revenue (ARR)	## 14.8	## 14.7	## 1%
## Adjusted operating cash flow before tax*	## (0.2)	## 3.2	## (106%)

*Adjusted operating cash flow before tax* is a non-GAAP measure and excludes cash paid/received in respect of exceptional items.

OPERATIONAL REVIEW

The Group has two operating divisions: 24i and Amino.

24i

24i's robust, end-to-end SaaS video streaming platform enables video content owners and distributors globally to monetise their content investments by quickly launching and efficiently managing attractive streaming services on all consumer devices. These include mobile phones and tablets to Smart TVs and the managed devices provided by pay TV operators. Offered on a rental basis, 24i's business model is characterised by high fixed costs and a relatively low cost of sales, ensuring that revenue growth translates efficiently into Adjusted EBITDA.

24i revenue analysis

## US $m unless otherwise stated	## 2024	## 2023	## Change %
## Software and services	## 14.2	## 21.0	##   (32%)
## Devices	## -	## 0.4
## Total revenue	## 14.2	## 21.4	##  (34%)
## Exit ARR at 30 November	## 10.5	## 9.9	##  6.1%

Two significant 24i customer contracts ended at the end of FY2023 which resulted in revenues declining by 34% year on year. We took proactive action to reduce the cost base of 24i in the first half of FY2024, further streamlining operations, and as a result, the 24i division was Adjusted EBITDA positive in H2. The investments we have made to transform 24i from an applications development company into a product driven software and services company have yielded exciting new customer wins in the second half of FY2024.

Under the leadership of Sebastian Braun, who was appointed as CEO of 24i in July 2024, 24i has been further streamlined into a unified team with a clear vision and mission to improve the video entertainment experience for consumers by delivering its next generation 24i Video Cloud. We believe this innovative platform, combined with our commitment to personalization and operational efficiency, positions 24i well for sustainable growth in the rapidly evolving media and entertainment market.

Increasingly strong demand for 24i's products during the second half of the year enabled us to secure four new customer contracts for the 24i Video Cloud. This demand is being driven by the need for companies to both upgrade the user experience and drive operational efficiencies across the Broadcast, PayTV and Direct to Consumer streaming segments by moving content management, AI powered personalization and application user experience management into the 24i Video cloud these companies benefit from 24i's scalable and configurable next generation platform.

Among our recent customer wins, we are proud to welcome leading state-owned public media company in Spain and a well-known global entertainment platform.

Looking ahead, we remain confident that 24i's product innovation and customer-centricity continue to strengthen 24i's competitive position in the video streaming industry. Our customer wins in the second half of 2024 will also drive growth in recurring revenue in 2025.

Amino

Amino's managed video streaming devices and SaaS management platform enable Pay TV and Enterprise Video and Digital Signage operators to deliver their live, scheduled and on-demand content with the quality of service and level of support that consumers demand for their big-screen viewing experience.

Amino revenue analysis

## US $m unless otherwise stated	## 2024	## 2023	## Change %
## Software and services	##  4.9	## 5.6	## (12.5%)
## Devices	##  7.2	## 20.9	## (65.6%)
## Total revenue	##  12.1	## 26.5	## (54.3%)
## Exit ARR at 30 November	##  4.3	## 4.7	## (8.5%)

Amino revenues fell sharply in the first half of FY2024 to $4.8m due to falling PayTV device revenue but recovered strongly in the second half to $7.3m driven by Enterprise video and Digital Signage growth giving full year revenues of $12.1m. The significant decrease in Pay TV device revenues over the past three years has been driven by heightened competition from commoditised, low-margin Pay TV streaming devices. To address these trends, we proactively reduced Amino's cost base in the first half of the year, aligning with this anticipated revenue decline. This lower cost base, combined with Amino's strong product reputation in the market and recurring support revenues, mean we expect Amino to be Adjusted EBITDA positive and cash generative in FY25.

Amino remains focused on two key strategic priorities:

·      Delivering higher-quality, higher-margin Pay TV streaming devices, and

·      Driving growth in the enterprise video and digital signage business, targeting large integrators and distributors.

All Amino devices are typically bundled with the Group's Software-as-a-Service ("SaaS") device management platform, which is also sold independently and integrated with third-party devices.

Following a focused period of investment in sales and marketing, Amino received increased sales orders in FY2024 for Enterprise and Digital Signage devices. Additionally, we secured first orders for our next-generation Pay TV devices in the North American market, which were delivered in Q3 2024. As a result, gross margin and revenue improved significantly in the second half of the year.

Encouragingly, advance sales orders also increased in the latter half of FY2024, providing a solid foundation heading into FY2025. In November 2024, Amino secured a material order from a second major betting shop operator in the UK. This operator is migrating from legacy satellite delivery to next-generation, low-latency IP video delivery using Amino's enterprise video and digital signage devices across its retail locations. The order includes a five-year contract for our remote device management platform, underscoring Amino's value proposition in long-term partnerships.

Amino's growing sales pipeline is bolstered by its strong brand recognition, built on over 25 years of expertise in delivering video over broadband networks. As the broadcast video market accelerates its transition to IP, fuelled by demand for low-latency IP video solutions, Amino is well-positioned to capitalize on growth areas, particularly in experiential AV industries (i.e. the use of audio and visual technology to create immersive and engaging experiences), where its expertise is indispensable.

Amino stock levels were increased during Covid to mitigate supply chain risks. In FY2024 we successfully reduced Amino's inventory to $2.4m - comparable to pre-pandemic levels. This inventory reduction significantly bolstered the Group's operating cash generation in the second half of FY2024.

FINANCIAL REVIEW

FY2024 remained a challenging year for the Group, primarily due to declining revenues in the Amino PayTV segment. However, the second half of the year saw a marked recovery, driven by improved revenues and the successful execution of a mid-year cost restructuring programme. This resulted in a return to positive Adjusted EBITDA of $1.6m in H2, representing a $3.9m improvement compared to H1, along with positive cash generation in the half. Notably, both the Amino and 24i divisions achieved positive Adjusted EBITDA in the second half, demonstrating the effectiveness of the Group's strategic initiatives.

## Revenue and Adjusted EBITDA analysis by half ## US $m unless otherwise stated	## 2024 ## H1	## 2024 ## H2	## 2024 ## Total
## Amino	##  4.8	## 7.3	## 12.1
## 24i	##  7.4	## 6.8	## 14.2
## Total revenue	##  12.2	## 14.1	## 26.3
## Exit ARR at 30 November			##  14.8
## Adjusted EBITDA**	## (2.3)	## 1.6	## (0.7)

Revenue

Group revenue for FY2024 was $26.3m, a 45% decline from the prior year (FY2023: $47.8m), primarily driven by a reduction in PayTV device revenues. However, the second half of the year saw a strong recovery, with Amino delivering strong H2 growth over H1. H2 revenue increased by 16% to $14.1m, compared to $12.2m in H1.

Gross Margin

The Group's gross margin improved to 62% in FY2024 (FY2023: 52%), despite lower overall revenues and due to a $1.4m royalty accrual. In absolute terms, gross profit was $16.3m (FY2023: $25.1m).

Adjusted Operating Expenses*

Adjusted operating expenses reduced significantly to $15.6m (FY2023: $23.4m), reflecting the impact of cost-cutting measures implemented in April and May 2024, primarily related to headcount reductions. These actions resulted in a substantially lower cost base in H2.

* Adjusted operating expense is calculated as operating expenses excluding depreciation, interest, tax, amortisation, impairment of goodwill, exceptional items and employee share-based payment charges.

Adjusted EBITDA**

The Group reported an Adjusted EBITDA loss of $0.7m for FY2024. However, there was a significant turnaround in the second half, with Adjusted EBITDA improving to a positive $1.6m, compared to an H1 loss of $2.3m-representing a $3.9m improvement.

** Adjusted EBITDA is calculated as operating loss before depreciation, interest, tax, amortisation, impairment of goodwill, exceptional items and employee share-based payment charges     

Exceptional Items

Exceptional items in the year were $3.6m (FY2023: $4.3m). This was made up of $1.4m related to further redundancies in April/May 2024 across both Amino and 24i businesses to reduce the cost bases. $2.0m related to refinancing legal costs primarily related to the extension of the bank debt and the Kestrel loan in May 2024 along with $1.6m relating to a significant bad debt and inventory write offs mainly taken in the first half. The latter has been recognised as an exceptional item due to the large size and exceptional occurrence of such transactions. 

A summary of exceptional items in the year is provided as follows:

US $m unless otherwise stated	2024	2023
Credit arising from the reassessment and release of a prior-period provision	(1.4)	-
Subtotal cost of sales	(1.4)	-
Restructuring and associated costs	1.4	3.9
Refinancing and other costs	2.0	0.3
Impairment of trade receivables and loss on inventories	1.6	-
Acquisition and one-off legal costs	-	0.1
Subtotal operating expenses	5.0	4.3
Total exceptional items	3.6	4.3
Other exceptional items
Impairment charge (further details in note 14)	-	48.9
Exceptional items included in total net finance expense comprise the following charges/(credits):
Fair value adjustment of contingent consideration	(0.1)	(1.5)
Unwinding discount on contingent consideration regarding 24iQ	-	0.3
Fair value adjustment of other loan	0.3	-
Total other exceptional items	3.8	52.0

Operating Loss

The Group reported a statutory operating loss of $12.5m (2023: $63.9m loss), after $0.1m share based payment charge (2023: $0.1m), $nil impairment of goodwill (2023: $48.9m), $3.6m exceptional items (2023: $4.3m) and $1.9m amortisation of acquired intangibles (2023: $4.4m).

Net finance expense was $2.0m (2023: $0.8m), a tax credit of $0.5m (2023: $1.2m tax credit) leading to a loss after tax of $13.8m (2023: $63.5m).

Research and Development Costs

The Group reduced its research and development costs to $5.9m in the year (2023: $13.0m) of which $1.9m was capitalised (2023: $5.4m). The Group continues to invest in the end-to-end video streaming platform and associated services at 24i and Amino video streaming devices and associated operating and device management software to further enhance its capabilities. In the opinion of the directors, these investments will maintain and generate significant revenues in future years.

Net Finance Expense

Net finance expense was $2.0m in the year (2023: $0.8m), which represented the interest charge of $2.0m (2023: $1.9m), on our borrowing facilities, $0.0m interest charged on lease agreements (2023: $0.0m) in accordance with IFRS 16 (leases) and a $0.1m debit (2023: $1.2m debit) relating to the unwinding of the discount on contingent consideration.

Taxation

The Group recognised a total tax credit of $0.5m (2023: $1.2m tax credit). The effective tax rate of 3%, was lower than the statutory corporation tax rate of 25% primarily due to operating losses and amortisation of acquisition intangible assets. The Group's net cash tax refund for the year was $1.5m (2023: $0.4m payment). The deferred tax liability as at 30 November 2024 was $0.6m (2023: $0.5m) mainly reflects the unwinding of deferred tax on the acquisitions in prior years. The deferred tax asset recognised in the year was $nil (2023: $0.3m).

Cash Flow

A reconciliation of adjusted operating cash flow before tax to cash generated from operations before tax is provided as follows:

US $m unless otherwise stated	2024	2023
Adjusted operating cash flow before tax	(0.2)	3.2
Restructuring and associated other costs	(1.4)	(3.8)
Refinancing and other costs	(2.0)	(0.4)
Aborted acquisition costs	-	(3.9)
Cash generated from operations before tax	(3.6)	(4.9)

Adjusted operating cash flow*1 from operations was $0.2m outflow (2023: $3.2m inflow). The improved cash generated from operations was due in large part to a cash inflow from working capital of $2.2m (2023: $2.4m cash outflow). Effective management of working capital remains a pivotal focus area for the Group.

*1 Adjusted operated cash flow is calculated as cash flows from operations less cash paid/received from exceptional items

Net Debt*

At 30 November 2024, the Group's net debt was $12.7m (2023: $6.3m). The Group has a banking facility with Barclays Bank plc, HSBC plc and Bank of Ireland of which the Group had drawn $13.1m at 30 November 2024 (2023: $10.6m). On 22 April 2024 Aferian plc secured an extension to its $16.5m multicurrency working capital facility, previously due to mature on 23 December 2024, to 30 September 2025. In addition, at the same time, the Group extended its loan of $1.3m originally arranged by its largest shareholder on 31 May 2023, Kestrel Partners LLP. This loan is now repayable on 31 January 2026.

At 30 November 2024, the Group had equity of $7.5m (2023: $22.3m) and net current liabilities of $13.8m (2023: $6.3m). Net current liabilities excluding cash drawn under the banking facility is $0.8m (2023 net current assets: $4.3m). Goodwill has reduced by $0.3m to $11.0m (2023: $11.3m), due to foreign exchange translation movements.  There was no impairment charge in the year (FY2023: $48.9m).

* Net debt is a non-GAAP measure and is calculated as total bank debt less cash and cash equivalents

Going Concern

Please see Going Concern statement in note 1 below.

Dividend

The Board is not proposing a final Dividend for this financial year (2023: nil).

CURRENT TRADING AND OUTLOOK

The second half of FY2024 saw 1 6% revenue growth over H1 which, coupled with cost reduction actions taken mid-year, means the second half of the year has seen significant improvements in Adjusted EBITDA profitability and cash flow. Both businesses have also seen significant new customer wins and advance sales orders in the second half of the year which are expected to enable the Group to continue grow ARR, revenues and EBITDA in FY2025 to generate improved operating cash flows.

We are in discussions with lenders with a view to extending our facilities which we hope will conclude in the near future.

Mark Carlisle

Chief Executive Officer

09 April 2025

Aferian Plc

Consolidated income statement

For the year ended 30 November 2024

		Year to 30 November 2024 $000s	Year to 30 November 2023 $000s
Revenue Cost of sales		26,309 (10,030)	47,821 (22,758)
Gross profit		16,279	25,063
Operating expenses		(28,781)	(88,997)
Operating loss		(12,502)	(63,934)
Finance income		200	1,505
Finance expense		(2,156)	(2,269)
Net finance expense		(1,956)	(764)
Loss before tax		(14,458)	(64,698)
Tax credit		494	1,196
Loss after tax		(13,964)	(63,502)
Loss per share Basic loss per 1p ordinary share		(12.56c)	(67.27c)
Diluted loss per 1p ordinary share		(12.56c)	(67.27c)

Reconciliation to Adjusted EBITDA

Reconciliation to Adjusted EBITDA		Year to 30 November 2024	Year to 30 November 2023
$000s	$000s
Operating loss		(12,502)	(63,934)
Depreciation		840	1,309
Amortisation		7,238	10,989
EBITDA		(4,424)	(51,636)
Impairment of goodwill and intangible assets		-	48,905
Share option charge		45	67
Exceptional items in Operating Costs		3,637	4,282
Adjusted EBITDA		(742)	1,618

All amounts relate to continuing activities.

Aferian plc

Consolidated statement of comprehensive income

For the year ended 30 November 2024

		Year to 30 November 2024 $000s	Year to 30 November 2023 $000s
Loss for the financial year		(13,964)	(63,502)
Items that may be reclassified subsequently to profit or loss: Net foreign exchange (loss)/gain arising on consolidation		(834)	2,750
Other comprehensive (expense)/income		(834)	2,750
Total comprehensive expense for the financial year attributable to equity holders		(14,798)	(60,752)

Aferian plc

Consolidated statement of financial position as at 30 November 2024

Assets		2024 $000s		2023 $000s
Non-current assets Property, plant and equipment Right of use assets Intangible assets Trade and other receivables                    Deferred tax assets		128 984 23,274 181                                                   -		239 1,117 29,273 184                                                   348
		24,567		31,161
Current assets Inventories Trade and other receivables Corporation tax receivable Cash and cash equivalents		2,427 5,325 255 2,269		5,099 9,127 858 5,771
		10,276		20,855
Total assets		34,843		52,016
Capital and reserves attributable to equity holders of the Group Called-up share capital Share premium                                              Other equity Capital redemption reserve Foreign exchange reserve Merger reserve Retained earnings		1,822 43,425 (103)                                12 (6,805) 42,750 (73,585)		1,822 43,425 (103)                                12 (5,971) 42,750 (59,638)
Equity attributable to owners of the parent		7,516		22,297
Liabilities Current liabilities
Trade and other payables Lease liabilities Corporation tax payable Loans and borrowings		10,299 430 274 13,080		15,518 634 364 10,607
		24,083		27,123
Non-current liabilities
Trade and other payables Lease liabilities Provisions Deferred tax liabilities Loans and borrowings		54 616 72 593 1,909		26 497 81 496 1,496
		3,244		2,596
Total liabilities		27,327		29,719
Total equity and liabilities		34,843		52,016

Aferian plc

Consolidated statement of cash flows

For the year ended 30 November 2024

	Notes	Year to 30 November 2024 $000s	Year to 30 November 2023 $000s
Cash flows from operating activities Cash used in operations Corporation tax refund/(paid)	8	(3,562) 1,483	(4,917) (423)
Net cash used in operating activities		(2,079)	(5,340)
Cash flows from investing activities Purchases of intangible assets Purchases of property, plant and equipment Proceeds on disposal of property plant and equipment Interest received Payment of deferred consideration		(1,936) (12) 9 8 -	(5,471) (56) - - (310)
Net cash used in investing activities		(1,931)	(5,837)
Cash flows from financing activities Proceeds from issue of new shares Lease payments Interest paid Repayment of borrowings Proceeds from borrowings		- (715) (1,192) - 2,500	4,120 (940) (1,945) (11,500) 15,615
Net cash generated from financing activities		593	5,350
Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of year Effects of exchange rate fluctuations on cash held		(3,417) 5,771 (85)	(5,827) 11,524 74
Cash and cash equivalents at end of year		2,269	5,771

Aferian plc

Consolidated statement of changes in equity

For the year ended 30 November 2024

	Notes	Share capital $000s	Share premium $000s	Other equity $000s	Merger reserve $000s	Foreign exchange reserve  $000s	Capital redemption reserve $000s	Profit and loss $000s	Total Equity $000s
Shareholders' equity at 30 November 2022		1,488	39,768	-	42,750	(8,721)	12	3,587	78,884
(Loss) for the year Other comprehensive expense		- -	- -	- -	- -	- 2,750	- -	(63,502) -	(63,502) 2,750
Total comprehensive (expenses) for the year attributable to equity holders						2,750	-	(63,502)	(60,752)
Share based payment charge Dividends paid Issue of share capital, net of issue costs Loan related convertible debt	25 13	- - 334 -	- - 3,657 -	- - - (103)	- - - -	- - - -	- - - -	277 - - -	277 - 3,991 (103)
Total transactions with owners		334	3,657	(103)	-	-	-	277	4,165
Total movement in shareholders' equity		334	3,657	(103)	-	2,750	-	(63,225)	(56,587)
Shareholders' equity at 30 November 2023		1,822	43,425	(103)	42,750	(5,971)	12	(59,638)	22,297
(Loss) for the year Other comprehensive expense		- -	- -	- -	- -	- (834)	- -	(13,964) -	(13,964) (834)
Total comprehensive (expenses) for the year attributable to equity holders		-	-	-	-	(834)	-	(13,964)	(14,798)
Share based payment charge Dividends paid	25 13	- -	- -	- -	- -	- -	- -	17 -	17 -
Total transactions with owners		-	-	-	-	-	-	17	17
Total movement in shareholders' equity		-	-	-	-	(834)	-	(13,947)	(14,781)
Shareholders' equity at 30 November 2024		1,822	43,425	(103)	42,750	(6,805)	12	(73,585)	7,516

Aferian plc

Notes to the condensed consolidated financial statements

For the year ended 30 November 2024

1   General information and basis of preparation

The financial information set out in this document does not constitute the Group's Annual Report (which includes the statutory financial statements) for the years ended 30 November 2024 or 2023.  The Annual Report (which includes the statutory financial statements) for the years ended 30 November 2024 ('2024') and 30 November 2023 ('2023'), which were approved by the directors on 8 April 2025, have been reported on by the Independent Auditors. The Independent Auditors' Reports on the statutory financial statements for each of 2023 and 2024 were unqualified, in both periods drew attention to a matter by way of emphasis, being going concern, and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.

The Group's Annual Report (which includes the statutory financial statements) for the year ended 30 November 2023 have been filed with the Registrar of Companies.  The Annual Report (which includes the statutory financial statements) for the year ended 30 November 2024 will be delivered to the Registrar in due course, and will be available from the Parent Company's registered office at Botanic House, 100 Hills Road, Cambridge, England, CB2 1PH and on the Group's website  https://aferian.com/investors/ .

The financial information set out in these results has been prepared using the recognition and measurement principles of and in accordance with UK adopted International Accounting Standards ('IFRS'). The accounting policies adopted in these results have been consistently applied to all the years presented and are consistent with the policies used in the preparation of the financial statements for the year ended 30 November 2023, except for those that relate to new standards and interpretations effective for the first time for periods beginning on (or after) 1 January 2023. There are deemed to be no new standards, amendments, and interpretations to existing standards, which have been adopted by the Group that have had a material impact on the financial statements.

2   Going concern

Notwithstanding net current liabilities of $13.8m as at 30 November 2024 and a loss of £14.0m for the year then ended, these financial statements have been prepared on the going concern basis, which the Directors believe to be appropriate for the following reasons.

The Parent Company is a holding entity and as such its going concern is inter-dependent on the Group, therefore its going concern assessment was performed as part of the Group's assessment.

The Directors have reviewed the Group's going concern position taking account of its current business activities and their future forecast performance. The factors likely to affect its expected future financial performance are set out in this Annual Report and include the Group's objectives, policies and processes for managing its capital, its financial risk management objectives and its exposure to credit and liquidity risks.

The Directors have prepared cashflow forecasts for the Group, covering a period of at least 12 months from the date of approval of these financial statements, which show that the Group is expected to operate within its current and expected funding, and meet its liabilities as they fall due. These forecasts include and are dependent upon the refinancing noted below.

The Directors note that the second half performance in FY2024 showed both revenue growth compared to the first half and also significant improvement in Adjusted EBITDA as a result of the cost cutting measures taken mid year plus the impact of the second half revenue growth. The Directors also note that since the refinancing in May 2024 the Group has met all of its liquidity covenants.

The Group is in the process of renegotiating a refinancing of its existing bank loans, which are due for repayment in September 2025. A refinancing is required to support the Group's and the Parent Company's ongoing operations and future growth.

As at the reporting date, whilst discussions with potential finance providers are ongoing, as no agreements to effect a refinancing have yet been signed, there is no certainty that a refinancing will be successfully completed.

The ability of the Group and the Parent Company to continue as a going concern is dependent on agreeing a refinancing of the existing loan facilities. Should the Group be unable to successfully refinance its existing loan facilities, it and the Parent Company may become unable to meet their financial commitments as they fall due, which would cast significant doubt on their ability to continue as a going concern. In such a scenario, the Group may be required to realise assets and settle liabilities other than in the normal course of business.

The Directors consider that the Group and Parent Company will trade in line with their three year forecast and will be able to refinance the existing loan facilities and therefore deem it to be appropriate to prepare the financial statements on a going concern basis. Accordingly, the financial statements do not include the adjustments that would be required if the Group and Parent Company were unable to continue as a going concern.

However, the Directors, having considered the above factors, acknowledge that a material uncertainty exists that may cast significant doubt on the ability of the Group and the Parent Company to continue as a going concern.

3   Segmental analysis

Operating segments are reported in a manner consistent with the internal reporting provided to the Aferian plc Chief Operating Decision Maker ("CODM") for the use in strategic decision making and monitoring of performance. The CODM has been identified as the Group Chief Executive and the Chief Financial Officer. The CODM reviews the Group's internal reporting in order to assess performance and allocate resources. Performance of the operating segments is based on Adjusted EBITDA. Information provided to the CODM is measured in a manner consistent with that in the Financial Statements.

The Group reports three operating segments to the CODM:

·        the development and sale of video streaming devices and solutions, including licensing and support services ("Amino");

·        development and sale of the 24i end-to-end video streaming platform and associated services. This includes the results of 24iQ (formerly called the Filter) and FokusOnTV (formerly Nordija) ("24i"); and

·        central costs which comprise the costs of the Board, including the executive directors as well as costs associated with the Company's listing on the London Stock Exchange.

Revenues and costs by segment are shown below.

Aferian plc is domiciled in the United Kingdom.

2024		Amino $000s	24i $000s	Central costs $000s	Total $000s
Revenue
Software & services		4,903	14,250	-	19,153
Devices *		7,153	3	-	7,156
Total		12,056	14,253	-	26,309
Cost of sales		(5,875)	(5,527)	-	(11,402)
Gross profit		6,181	8,726	-	14,907
Adjusted operating expenses		(5,895)	(8,021)	(1,733)	(15,649)
Adjusted EBITDA		286	705	(1,733)	(742)
Exceptional items					(3,637)
Share based payment charge					(45)
Depreciation and amortisation					(8,078)
Operating loss					(12,502)
Net finance expense					(1,956)
Loss before tax					(14,458)
Additions to non-current assets: Capitalised development costs		609	1,296	-	1,905

*  incorporating integrated software and associated accessories

2023		Amino $000s	24i $000s	Central costs $000s	Total $000s
Revenue
Software & services		5,588	20,970	-	26,558
Devices *		20,880	383	-	21,263
Total		26,468	21,353	-	47,821
Adjusted cost of sales		(16,433)	(6,325)	-	(22,758)
Adjusted gross profit		10,035	15,028	-	25,063
Adjusted operating expenses		(9,596)	(12,114)	(1,735)	(23,445)
Adjusted EBITDA		439	2,914	(1,735)	1,618
Exceptional items					(4,282)
Impairment of goodwill					(48,905)
Share based payment charge					(67)
Depreciation and amortisation					(12,298)
Operating loss					(63,934)
Net finance expense					(764)
Loss before tax					(64,698)
Additions to non-current assets: Capitalised development costs		1,060	4,313		5,373

*  incorporating integrated software and associated accessories

4   Exceptional items

Exceptional items included in operating loss comprise the following charges/(credits):

	Year to 30 November 2024 $000s	Year to 30 November 2023 $000s
Credit arising from the reassessment and release of a prior-period provision	(1,372)	-
Subtotal cost of sales	(1,372)	-
Redundancy and associated other costs Refinancing costs Acquisition and one-off legal costs Impairment of trade receivable and loss on inventory	1,381 1,980 - 1,648	3,873 267 142 -
Subtotal operating expenses	5,009	4,282
Total exceptional items	3,637	4,282
Other exceptional items: Impairment charge of goodwill and intangible assets	-	48,905
Exceptional items included in total net finance income comprise the following charges/(credits):
Fair value adjustment of contingent consideration	(75)	(1,505)
Subtotal finance income	(75)	(1,505)
Unwinding discount on contingent consideration regarding 24iQ Fair value adjustment of other loan (see note 20)	- 270	278 -
Subtotal finance expense	270	278
Total net finance expense/(income) - exceptional items	195	(1,227)

The exceptional items disclosed above are considered exceptional due to their size, nature or exceptional occurrence, which are not reflective of the Group's normal trading activities.

5   Earnings per share

	Year to 30 November 2024 $000s	Year to 30 November 2023 $000s
Loss attributable to ordinary shareholders	(13,964)	(63,502)
Exceptional items (see note 3) Impairment charge Share-based payment charges Finance expense/(income) Amortisation of acquired intangible assets Deferred tax credit on acquired intangibles	3,637 - 45 195 1,881 (365)	4,282 48,905 67 (1,227) 4,411 (1,113)
Loss attributable to ordinary shareholders excluding adjusting items	(8,571)	(8,177)
Weighted average number of shares (Basic)	111,211,865	94,400,906
Dilutive share options outstanding	2,807,121	758,819
Weighted average number of shares (Diluted)	114,018,986	95,159,725
Basic loss per ordinary share of 1p	(12.56)c	(67.27)c
Diluted loss per ordinary share of 1p	(12.56)c	(67.27)c
Adjusted basic loss per ordinary share of 1p	(7.71)c	(8.66)c
Adjusted diluted loss per ordinary share of 1p	(7.71)c	(8.66)c

The calculation of basic earnings per share is based on loss after taxation and the weighted average of ordinary shares of 1p each in issue during the year. The Company holds 1,482,502 (2023: 1,482,502) of its own shares in treasury and these are excluded from the weighted average above. The basic weighted average number of shares also excludes 242 (2023: 242) being the weighted average shares held by the EBT in the year.

The number of dilutive share options above represents the share options where the market price is greater than exercise price of the Company's ordinary shares.

6   Intangible assets

	Goodwill $000s	Customer relationships $000s	Trade names $000s	Intellectual Property $000s	Software licences $000s	Development costs $000s	Acquired platforms $000s	Total $000s
Cost
At 30 November 2022	56,292	20,312	2,394	390	1,481	55,187	18,641	154,697
Additions Impairment Foreign exchange adjustment	- (46,409) 1,455	- (81) 579	- - 58	- - -	98 - 98	5,373 (1,296) 1,070	- (1,119) 684	5,471 (48,905) 3,944
At 30 November 2023	11,338	20,810	2,452	390	1,677	60,334	18,206	115,207
Additions Foreign exchange adjustment	- (307)	- (351)	- (36)	- -	31 7	1,905 (744)	- (344)	1,936 (1,775)
At 30 November 2024	11,031	20,459	2,416	390	1,715	61,495	17,862	115,368
Amortisation
At 30 November 2022	-	11,860	1,880	390	1,481	44,176	13,889	73,676
Charge for the year Foreign exchange adjustment	- -	1,556 165	81 31	- -	20 73	6,558 537	2,774 463	10,989 1,269
At 30 November 2023	-	13,581	1,992	390	1,574	51,271	17,126	85,934
Charge for the year Foreign exchange adjustment	-	732 (137)	81 (23)	- -	63 8	5,294 (594)	1,068 (332)	7,238 (1,078)
At 30 November 2024	-	14,176	2,050	390	1,645	55,971	17,862	92,094
Net book amount At 30 November 2024	11,031	6,283	366	-	70	5,524	-	23,274
At 30 November 2023	11,338	7,229	460	-	103	9,063	1,080	29,273

The amortisation charge of intangible assets is recognised in operating expenses in the consolidated statement of comprehensive income.

Development costs relate to a number of projects with varying start dates. All these projects are being amortised evenly over their estimated useful life, usually two or three years for internally generated additions and five years for platforms acquired, subject to impairment review.

The acquired intangibles are typically amortised over a range of three to fifteen years.

7   Trade and other receivables

	2024 $000s	2023 $000s
Current assets: Trade receivables Contract assets (note 4) Other receivables Prepayments	3,308 1,067 689 261	6,336 1,006 792 993
Trade and other receivables	5,325	9,127
Corporation tax receivable	255	858
Current assets: due within one year	5,580	9,985
Non-current assets: Other receivables	181	184

7   Trade and other payables

	2024 $000s	2023 $000s
Current liabilities Trade payables Other payables Accruals	4,517 25 3,276	7,139 71 5,207
Total current financial liabilities, excluding loans and borrowings, classified as financial liabilities measured at amortised cost Contingent consideration	7,818 -	12,417 74
Total current financial liabilities measured at fair value Social security and other taxes Contract liabilities (Note 4)	- 492 1,989	74 687 2,340
Total trade and other payables Lease liabilities Corporation tax payable	10,299 430 274	15,518 634 364
	11,003	16,516
Non-current liabilities Other payables Lease liabilities	54 616	26 497
	670	523

8 Cash generated from operations

	Year to 30 November 2024 $000s	Year to 30 November 2023 $000s
Loss for the year Tax credit Net finance costs Amortisation charge Depreciation charge Impairment charge Loss on disposal of property, plant and equipment Share based payment charge Exchange differences Decrease in inventories Decrease in trade and other receivables Decrease in provisions Decrease in trade and other payables	(13,964) (494) 1,956 7,238 840 - 1 45 (76) 2,672 3,378 (10) (5,148)	(63,502) (1,196) 764 10,989 1,309 48,905 3 67 186 4,123 10,719 (2) (17,282)
Cash used in operations	(3,562)	(4,917)

Adjusted operating cash flow before exceptional cash outflows was $1.2m (2023: $3.2m).

	2024 $m	2023 $m
Adjusted operating cash flow before tax Restructuring and associated other costs Refinancing and other costs Aborted acquisition costs	(201) (1,381) (1,980) -	3,191 (3,778) (475) (3,855)
Cash used in operations before tax	(3,562)	(4,917)

9   Cautionary Statement

This document contains certain forward-looking statements relating to Aferian plc (the "Group"). The Group considers any statements that are not historical facts as "forward-looking statements". They relate to events and trends that are subject to risk and uncertainty that may cause actual results and the financial performance of the Group to differ materially from those contained in any forward-looking statement. These statements are made by the Directors in good faith based on information available to them and such statements should be treated with caution due to the inherent uncertainties, including both economic and business risk factors, underlying any such forward-looking information.

10 Annual Report

Pursuant to AIM Rule 20, the Annual Report and Accounts for the financial year ended 30 November 2024 ("Annual Report") is available to view on the Group's website: www.aferian.com and will be posted to shareholders shortly.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

FR UPUMUCUPAPGB