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growth
Laundry driving
MEGroup International plc
Annual Report 2025
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Contents page
Pages in thisreport
We are an international
market leader in automated
instant-service equipment with
operations across 16 countries.
Who we are
Contents
Strategic report
Business ataGlance 4
What does MEGroup do? 6
Why invest? 8
Evolution of businessmix 10
Chairman’s statement 18
Chief Executive’s report 22
Innovation and diversification 28
Review of Performance by Geography 30
Section 172(1)Statement 34
Principal risks 40
Sustainability atMEGroup 44
TCFD report 54
Longer-term viabilitystatement 62
Corporate governance
Directors’ Report 66
Board of Directors and Company Secretary 68
Corporate governance 76
Statement of Directors’ Responsibilities 88
Directors’ Remunerationreport 90
Remuneration Policy report 94
Annual Report on Remuneration 100
Financial Statements
Independent Auditor’s Report to the
Members of ME Group International plc 110
Group Statement of Comprehensive Income 118
Group Statement of Financial Position 119
Group Statement of Cash Flows 120
Group Statement of Changes in Equity 121
Notesto the Consolidated
Financial Statements 122
Company Statement of Financial Position 180
Company Statement of Cash Flows 181
Company Statement of Changes in Equity 182
Notesto the Company Financial
Statements 183
Glossary 198
Company Information& Advisers 200
Shareholder Information 201
Summary of 2025
1
EBITDA is profit before tax, depreciation, amortisation, non-operating income/expense and finance cost and income.
2
Net cash excludes lease liabilities of £13.0 million. See note 20 of the financial statements for details of net cash.
3
Interim Dividend of 3.85p per ordinary share paid on 28 November 2025 amounting to £14.5 million. Recommended Final Dividend of 4.79p per ordinary share
will be paid on 29 May 2026, subject to approval at the Annual General Meeting.
4
FY 2024 figures for Gross cash, Net cash and Cash generated from operations have been restated. Refer to note 19 of the financial statements for further details.
† Constant currency is 2025 results translated using the prior year’s foreign exchange rates. Refer to the Glossary for details of the calculation. This excludes the
impact from foreign exchange rate movements (“Constant Currency”) during FY 2025, particularly the Japanese yen which saw a 1.9% decrease in value against
pound sterling (average rate of exchange used in FY2025 was Yen/£ 195.35 vs FY 2024: Yen/£ 191.71 ), and a 0.4% decrease in the euro against pound sterling
(average rate of exchange used in FY 2025 was €/£ 1.178 vs FY 2024: 1.173).
Key financials
for the 12 months ended 31 October 2025
Another record year
ofprofitability
Laundry operations driving
growth; 1,145 net increase in
laundry units (1,326 gross
installations)
Ongoing rollout of next
generation photobooths
Strong cash generation
fromoperations,
supportinginvestment
ingrowth
Total dividend increased
by9.5%; returning £32.6m
toshareholders in respect
of2025
TOTAL DIVIDENDS PER ORDINARY SHARE
3
8.64p
Reported
2024 Reported: 7.90p
n/a
Constant currency†
DILUTED EARNINGS PER SHARE
14.91p
Reported
2024 Reported: 14.27p
CASH GENERATED FROM OPERATIONS
£115.5m
Reported
2024 Restated
4
: £106.1m
n/a
Constant currency†
NET CASH
2
£26.5m
Reported
2024 Restated
4
: £29.5m
£25.2m
Constant currency†
GROSS CASH
£56.5m
Reported
2024 Restated
4
: £77.5m
£55.3m
Constant currency†
PROFIT BEFORE TAX
£78.2m
Reported
2024 Reported: £73.4m
£78.6m
Constant currency†
EBITDA
1
£120.4m
Reported
2024 Reported: £114.2m
£121.0m
Constant currency†
14.99p
Constant currency†
REVENUE
£315.4m
Reported
2024 Reported: £307.9m
£317.2m
Constant currency†
MEGroup plc Annual Report 2025 1
Business ataGlance 4
What does MEGroup do? 6
Why invest? 8
Evolution of businessmix 10
Chairman’s statement 18
Chief Executive’s report 22
Innovation and diversification 28
Review of Performance by Geography 30
Section 172(1)Statement 34
Principal risks 40
Sustainability atMEGroup 44
TCFD report 54
Longer-term viabilitystatement 62
Strategic report
SMS Alerts
Users can receive a free SMS
alert a few minutes before their
wash cycle ends, ensuring they
are notified when their laundry
isready.
MEGroup plc Annual Report 20252
MEGroup plc Annual Report 2025 3
Business
ataGlance
UK listed business
with a global presence
ME Group is an international market
leader in automated self-service
equipment, aimed primarily at the
consumer sector.
UK & Republic
ofIreland
VENDING UNITS IN OPERATION
6,498
REVENUE
£50.1m
OPERATING PROFIT
£13.6m
Key site partnerships
Asia
Pacific
VENDING UNITS IN OPERATION
14,887
REVENUE
£49.8m
OPERATING PROFIT
£6.6m
Key site partnerships
Continental
Europe
VENDING UNITS IN OPERATION
27,819
REVENUE
£215.5m
OPERATING PROFIT
£67.6m
Key site partnerships
MEGroup plc Annual Report 20254
Strategic report
Our business services
CORE ACTIVITIES
Photo
Photobooths and integrated
biometric identification solutions
Wash
Unattended laundry services
and launderettes
ANCILLARY ACTIVITIES
Print
High-quality digital printing kiosks
Other vending
Vending equipment including
Feed.ME (food service equipment),
Amuse.ME (children’s rides), and
Copy.ME (photocopying)
2
R&D CENTRES
Primary facilities in France and
Vietnam.In-house team of more
than50 engineers
16
COUNTRIES IN WHICH
WEOPERATE
Australia, Austria, Belgium, China,
Finland, France, Germany, Ireland,
Japan,Luxembourg, the Netherlands,
Portugal, Singapore, Spain, Switzerland
and the United Kingdom
3
CORE GEOGRAPHIES
Continental Europe, UK & Republic of
Ireland and AsiaPacific
49,204
VENDING UNITS
IN OPERATION
MEGroup plc Annual Report 2025 5
Strategic report
Further detail on page 12
Our core activities are photobooth
andlaundry operations. Our
automatedmachine estate comprises
high-quality and user-friendly design
across 16 countries.
We operate most of the Group’s vending
equipment, and we pay the site owner
a percentage of the machineturnover or
afixed fee, or a combination of these.
Our long-term contracts with site owners
provide predictable year-on-year
recurring revenue streams and visibility.
We are highly focused on maximising
return on capital across our services
by offering best-in-class automated
solutions and a disciplined approach
tooperational efficiencies.
We have a dedicated approach
to innovation which supports and
drivesdiversification of our products
andservices.
Our business
What does
MEGroup do?
Our Business Model supports
our market-leading position
and growth strategy
Core activities include our two largest business areas by
number of machines and revenue, EBITDA and profit
before tax contribution. Our core activities offer significant
geographic scale, growth opportunities and / or revenue
contribution. These services are sought by our customers,
as they offer complementary benefits including increased
site footfall and repeat business, and by consumers.
Photobooth operations
Laundry operations
Photo
Wash
Core activities
MEGroup plc Annual Report 20256
Strategic report
Further detail on page 16
Further detail on page 28
Other Vending
Food service
vending
equipment
Children’s rides Photocopier
services
Ancillary activities include our smaller businesses in
terms of contribution to the Group. These machines are
cash generative and profitable, and are often located
alongsideour core activities, benefiting from our ability to
leverage existing site owner relationships and our network
of field engineers.
In-house R&D capability to diversify
products and services
The Group has a dedicated approach to
innovation which supports the diversification of
our products and services. Our in-house R&D
team of 50+ engineers is focused on creating new
complementary services and evolving the services
offered across our existing estate in response to
ever-changing consumer needs, whilst maximising
our return on investment.
Digital printing kiosks
Print
Ancillary activities
Innovation &
Diversification
Strategic report
MEGroup plc Annual Report 2025 7
ME Group has a significant
competitive advantage across
itskey markets. Its dominant
market position and high barriers
to entry position the Group
for long-term success.
Our purpose
Providing local services that make everyday
lifeeasier.
Our mission
To service the needs of customers and
consumers across multiple different
touch-points.
Our vision
To be the global market leader for automated
self-service equipment.
Our values
Through our strong and collaborative teams,
we meet the needs of our partnersand
consumers by delivering efficient and reliable
services, whilst contributing positively to the
localities,communities and the environment
inwhich we operate.
Why invest?
MEGroup plc Annual Report 20258
Strategic report
Asset
lifecycle 5.
Our machines are designed to operate over an
extensive lifecycle, which generates long-term
profitable machine performance, supported
by low incremental costs for maintenance and
technological upgrades, a high standard of service
and best-in-class user experience for consumers.
Entrepreneurial
spirit 6.
Proven track record of innovation and diversification
of services in response to the evolving needs of our
customers and consumers. Our two R&D centres are
pivotal in driving the advancement of new products
and technologies, supported by investment from our
strong levels of cash flow, helping to create long-
term value for shareholders.
Laundry
opportunity 3.
Our laundry operations are rapidly growing, with
further opportunities for expansion across existing
and new markets, underpinned by a market-leading
offer and strong customer demand. We offer site
owners a unique opportunity to expand available
services which drive site footfall. A record number of
machines were installed in 2025, with a long-term
target of installing 20,000+ machines globally.
Established
photobooths estate 4.
Our network of photobooths is highly cash-
generative and offers consumers market-leading
digital photo ID services for official documents.
Long-standing
sitepartnerships 2.
We have well-established long-term partnerships
and long-term contracts with site owners in
attractive, high-footfall locations, enabling us to
offer multiple products and services onsite as well
as providing good revenue visibility. Our machines
are maintained by our 700+ strong network of
field engineers, minimising downtime and giving
usoperational leverage.
Strong
financial position 1.
Our strong financial position and highly cash
generative operations, provide predictable
cash flows and allow us to fund our capital
expenditureprogramme and invest in future
growth,alongside creating value for our
shareholders. In 2025, £115.5 million of cash was
generated from operations.
Our key strengths include:
Strategic report
MEGroup plc Annual Report 2025 9
Evolution of
businessmix
Growth of ME Group and the evolution of
productsandservicesover recentyears.
Between 2021 and 2025, the growth in the Group’s operations has been spectacular: 51.9% in
vending revenue and 84.9% in EBITDA. Over that period, Photo.ME vending revenue increased
34.9% and EBITDA 62.9%. Wash.ME vending revenue grew by 118.2% and EBITDA by 145.6%.
Wash.ME’s share of total Group vending revenue rose from 24.4% in 2021 to 35.0% in 2025, and
itsshare of Group EBITDA increased from 34.7% to 46.1% over the same period.
In 2025, Wash.ME EBITDA almost caught up with that of Photo.ME (£55.5 million vs. £59.3 million).
1
Vending revenue is earned from machines in operation and
excludes revenue from the sale of equipment, consumables,
spare parts and services
Photo.ME
Wash.ME
Print.ME
Other vending
Corporate costs
£(6.4)m
£3.4m
£36.4m
£22.6m
£9.1m
£(8.6 )m
£59.3m
£55.5m
£6.2m
£8.0m
Vending revenue
1
EBITDA
£287.9m
£120.4m
£166.2m
£100.8m
£10.8m
£10.1m
£189.5m
£65.1m
2021
2021
2025
2025
£123.2m
£46.2m
£11.7m
£8.4m
MEGroup plc Annual Report 202510
Strategic report
Our growth strategy
We are primarily focused on growing our core business areas,
which are laundry and photobooth operations. Weutiliseand
reinvest cash generated by the Group’s operations to drive
futuregrowth andreturns through:
Expansion in existing and new geographicterritories; expansion in Belgium
through the acquisition of 116 photobooths from APS in March 2025, and in
the Netherlands where the Group has increased its presence by installing
newmachines.
Strategic mergers and acquisitions; acquisition of a photo ID competitor
inBelgium.
Continued expansion and diversification of services; installation of new
proprietary software to upgrade the user experience and services within our
existing photobooth estate.
Product and technology innovation; new mobile app for laundry services was
launched in November 2025 in France, creating a more seamless experience for
both new and regular users of our laundry services.
In 2025, we continued to test and improve our three Kee.ME pilot machines.
From February 2026, we started to receive 50 additional machines, which will be
installed as a priority under the SNCF contract in France, which was renewed in
the second half of FY 2025.
Entering new market segments; An innovation to mark the 100th anniversary of
the first photo booth, was the first generative AI–created photo produced inside
a booth. Launched to coincide with the UEFA Champions League final.
Strategic report
MEGroup plc Annual Report 2025 11
Photobooths with integrated biometric
photoidentification solutions.
A global leader in the photoboothmarket for instant photo ID,
portraits and funphotographs.
Our services are primarily aimed at the consumer
market,with machines typically located in convenient,
high-footfall locations such as travel hubs, shopping centres
and supermarkets.
Established, stable and profitable estate generating strong
cash flow, through long-standing contracts with site owners,
which support investment in the Group’s growth strategy and
new product development.
The Group pays the site owner a percentage of machine
turnover or a fixed fee or a combination of these.
Our photobooths offer:
▪ Integrated proprietary software
to conform to International
Standards Organisation (ISO)
and International Civil Aviation
Organisation (ICAO)
photo ID regulations
▪ Secure digital photo ID
technology to improve and
digitalise security ID, working
closely with national institutions
to ensure compliance with Photo
ID standard and security
requirements, offering secure
integrated solutions including
biometric data capture, secure
and direct transfer of data and
3D facial imagecapture
▪ Portraits and fun photos provide
fun user experiences such as
portrait editing features and
video capture
Core business area
Ph oto
2024: 30,613
PHOTOBOOTH UNITS
INOPERATION
30,520
% OF GROUP TOTAL
VENDING ESTATE
62.0%
2024: 63.5%
COUNTRIES IN WHICH
WEOPERATE
16
Australia, Austria, Belgium, China,
Finland, France, Germany,
Ireland,Japan, Luxembourg,
theNetherlands, Portugal,
Singapore, Spain, Switzerland
andthe United Kingdom
MEGroup plc Annual Report 202512
Strategic report
Broadening our photobooth capabilities
through innovation and AI
The Group continues to consolidate its position in the
photobooth market through significant innovation.
We launched new AI capabilities for fun photo products
in response to demand for increasing interactivity and
visually experiential photo products.
Fun photos generated by AI will offer a quick and simple
download for users through a QR code, enabling the user
to access soft copies of their images and share them on
social media directly from the photobooth.
The integration of AI functionalities further underpins
innovation and diversification of the Group’s Photo.ME
offering, which has already helped drive new customer
opportunities, such as the exciting collaboration with PSG,
launched in 2025. New collaborations and opportunities
are being explored to extend the reach and demand for
AI-led fun photo products.
▪ User personalisation
services, using A1 and
photo filter
technology for
funimages
▪ Photo ID for official
documentation with
secure upload
technology
▪ ‘Mobile to print’
functionality for
photographs
Features include:
Key Financials
1
VENDING REVENUE
2
£166.2m
2024: £173.2m
Change
-4.0%
Constant currency:
-3.4%
TOTAL REVENUE
3
£168.6m
2024: £175.0m
Change
-3.7%
Constant currency:
-3.0%
EBITDA
£59.3m
2024: £61.6m
Change
-3.7%
Constant currency:
-3.2%
EBITDA MARGIN
35.2%
2024: 35.2%
Change
-0.0%/bps
Constant currency:
-0.1%/bps
AVERAGE REVENUE
PERMACHINE
(
EXCL. VAT
)
£5,437
2024: £5,644
Change
-3.7%
Constant currency:
-3.0%
1
For the 12 months ended 31 October 2025
2
Vending revenue is earned from machines in operation and
excludes revenue from the sale of equipment, consumables, spare
parts and services.
3
Total revenue is vending revenue from the operation of
photobooth machines plus revenue from the sale of photobooth
machines spare parts, consumables and services.
Strategic report
MEGroup plc Annual Report 2025 13
Why consumers use our laundry machines
▪ Large capacity – up to 20KG
capacity machines to wash
items too large for domestic
washing machines such as
duvets and horse blankets
▪ Speed – offering energy-
efficient quick wash and
dryoptions
▪ Corporate and communal use
– small businesses such as
hairdressers, restaurants and
other users, such as local
sportsteams
Unattended 24/7 laundry services
andlaunderettes.
Rapidly expanding network of largecapacity self-service
laundry services, in high footfall locations through new
andexisting partnerships with strategic site owners offering
arange of machineformats for partners andend consumers.
The Group pays the site owner a percentage of machine
turnover orfixed fee, or a combination of these. Laundry
isincreasing as a proportion of total Group
revenueandEBITDA.
2024: 6,462
LAUNDRY UNITS
IN OPERATION
7,607
% OF GROUP TOTAL
VENDING ESTATE
15.5%
2024: 13.4%
COUNTRIES IN WHICH
WEOPERATE
12
Austria, Belgium, China, France,
Germany, Ireland, Japan, the
Netherlands, Portugal, Spain,
Switzerland and the United
Kingdom
Core business area
Wash
MEGroup plc Annual Report 202514
Strategic report
Evolving the user experience through
innovation – the new laundry app
The Group launched its new mobile app for laundry
services in November 2025 following beta-testing in
France, and from January 2026 has started to launch the
app in all countries where laundry services are available.
The laundry app creates a more seamless experience for
consumers who are either new to or regularly using our
laundry services. Through the app, users can:
▪ The app will allow consumers to locate and manage
machines with a single click.
▪ Search from over 3,000 Wash.ME locations across the
UK and Europe as well as find their closest machine
▪ Build loyalty points and access unique codes and
discounts for our laundry services
▪ Receive real-time notifications and updates on the
status of their laundry – an alert five minutes before the
end of the laundry cycle
▪ Make payments directly for laundry services
This is an example of how ME Group’s dedicated
approach to innovation and digitalisation is driving a
more seamless experience for consumers and meeting
their needs in an increasingly digital-first world.
Key financials
1
VENDING REVENUE
2
£100.8m
2024: £91.5m
Change
+10.2%
Constant currency:
+10.6%
TOTAL REVENUE
3
£112.4m
2024: £95.8m
Change
+17.3%
Constant currency:
+17.7%
EBITDA
£55.5m
2024: £47.0m
Change
+18.1%
Constant currency:
+18.5%
EBITDA MARGIN
49.4 %
2024: 49.1%
Change
+0.3%/bps
Constant currency:
+0.3%/bps
AVERAGE REVENUE
PERMACHINE
(
EXCL. VAT
)
£14,329
2024: £15,204
Change
-5.8%
Constant currency:
-5.4%
1
For the 12 months ended 31 October 2025.
2
Vending revenue is earned from machines in operation and
excludes revenue from the sale of equipment, consumables, spare
parts and services.
3
Total revenue is vending revenue from the operation of laundry
machines plus revenue from the sale of laundry machines spare
parts, consumables and services.
Strategic report
MEGroup plc Annual Report 2025 15
High-quality digital
printingkiosks.
Convenient, affordable and easy-to-use
instant-printing services for consumers,
positioned in attractive high-footfall
locations acrossEurope.
The Group pays the site owner a percentage of machine
turnover or fixed fee or a combination ofthese.
Our digital printing offer
▪ Industry-leading technology offering a wide range of
competitively priced, high-quality printing formats
and personalised products from smartphones.
▪ Fully integrated with major social media networks,
providing consumers with convenient, easy-to-use,
reliable services for a seamless customer experience.
Speedlab
▪ Ongoing programme to refresh digital printing
portfolio through replacement of old model machines
with new Speedlab units in France and the removal of
unprofitable machines. Targeting 448 new
installations by the end of FY 2026.
▪ New Speedlab units offer lower-cost and
compactformat, with enhanced functionality and
customer experience.
Ancilliary business areas
2024: 4,526
UNITS INOPERATION
4,515
% OF GROUP TOTAL VENDING ESTATE
9.2%
2024: 9.4%
COUNTRIES
INWHICH
WEOPERATE
9
Australia, Austria, Belgium, China,
Finland, France, Germany, Ireland,
Italy, Japan, Morocco, the
Netherlands, Portugal, Singapore,
Spain, Switzerland, United
Kingdom, Vietnam
Key Financials
1
VENDING REVENUE
2
£10.8m
2024: £10.9m
Change
-0.9%
Constant currency:
-0.9%
TOTAL REVENUE
3
£11.1m
2024: £12.1m
Change
-8.3%
Constant currency:
-8.3%
EBITDA
£6.2m
2024: £4.9m
Change
+26.5%
Constant currency:
+26.5%
EBITDA MARGIN
55.9%
2024: 40.5%
Change
+15.4%/bps
Constant currency:
+15.4%/bps
AVERAGE REVENUE
PERMACHINE
(
EXCL VAT
)
£2,389
2024: £2,354
Change
+1.5%
Constant currency:
+1.5%
1
For the 12 months ended 31 October2025.
2
Vending revenue is earned from machines in operation and excludes
revenue from the sale of equipment, consumables, spare parts and services.
3
Total revenue is vending revenue from the operation of kiosk machines
plusrevenue from the sale of kiosk machines spare parts, consumables
andservices.
Print
Belgium, France, Germany, Japan, the Netherlands,
Portugal, Spain, Switzerland and the United Kingdom
MEGroup plc Annual Report 202516
Strategic report
Other vending
Typically situated at high-footfall sites where
the Group has an existing relationship with
the site owner and can benefit from
operating synergies, such asusing its field
engineer and maintenancenetwork.
The Group pays the site owner a percentage of machine
turnover or fixed fee or a combination ofthese.
The Group also sells self-service fruit juice machines
(B2C) and pizza machines (B2B). Contracts typically
include a maintenance agreement for the Group to
service the equipment for the duration of the contract.
Operations primarily include:
▪ Feed.ME vending equipment for food and fruit juice
servicemarket.
▪ Amuse.ME self-service traditional amusement and
interactive children’s rides.
▪ Copy.ME photocopiers which enable consumers to
reproducephysical documents, safely and securely,
using thelatest technology.
2024: 6,629
UNITS INOPERATION
6,562
% OF GROUP TOTAL VENDING ESTATE
13.3%
2024: 13.7%
COUNTRIES
INWHICH
WEOPERATE
14
Australia, Austria, Belgium, China,
Finland, France, Germany, Ireland,
Italy, Japan, Morocco, the
Netherlands, Portugal, Singapore,
Spain, Switzerland, United
Kingdom, Vietnam
Key Financials
1
VENDING REVENUE
3
£10.1m
2024: £9.9m
Change
+2.0%
Constant currency:
+5.1%
TOTAL REVENUE
2
£23.3m
2024: £25.0m
Change
-6.8%
Constant currency:
-5.6%
EBITDA
£8.0m
2024: £11.2m
Change
-28.6%
Constant currency:
-28.6%
EBITDA MARGIN
34.3%
2024: 44.8%
Change
-10.5%/bps
Constant currency:
-10.9%/bps
1
For the 12 months ended 31 October 2025.
2
Vending revenue is earned from machines in operation and
excludes revenue from the sale of equipment, consumables, spare
parts and services.
3
Total revenue is vending revenue from the operation of Other
Vending machines plus revenue from the sale of equipment,
consumables, spare parts and services.
Australia, Austria, Belgium, China, France, Germany,
Ireland, Japan, the Netherlands, Portugal, Spain,
Singapore, Switzerland and the United Kingdom
Strategic report
MEGroup plc Annual Report 2025 17
impact
Delivering
value driven
Our key strategic focus
remains the expansion of
our international
footprint through the
rapid deployment of
laundry operations.
Chairman’s statement
MEGroup plc Annual Report 202518
Strategic report
2025 Overview
I am pleased to report the Group’s financial
results for the 12 months ended 31 October 2025,
which delivered total revenue growth of 2.4%
(+3.0% at constant currency). EBITDA increased
by 5.4% (+6.0% at constant currency), while
profit before tax rose by 6.5% (+7.1% at constant
currency†), reaching a record level of profitability
for the Group.
We are a global
business with
operations across
multiple geographic
regions, and the
macroeconomic and
geopolitical backdrop
remains uncertain,
and some foreign
exchange headwinds
remain. Despite this,
Iam encouraged by the
resilience across our key
markets, with revenue
growth achieved for our
three operating regions:
Continental Europe,
theUnited Kingdom & Republic of Ireland, and
Asia Pacific.
We continued to invest in future growth,
expanding and upgrading our machine portfolio,
funded through strong cash generation from our
operations, while taking a disciplined financial
approach alongside a focus on cost efficiency to
mitigate the inflationary environment in which
weoperate.
Details of the Group’s financial performance by
business area and geography are set out in the
Business Review on pages 23 to 33.
Our growth strategy
The Group’s growth strategy is primarily focused
on our core activities of installing and operating
automated vending equipment, primarily
photobooths and laundry machines, in high-
footfall locations, leveraging our strong site
owner relationships, in return for commission
and/or a fixed fee.
This diversification strategy, which has seen
the rapid expansion of laundry operations in
recent years, has evolved the business mix with
a higher proportion of attractive levels of return
on invested capital and a strong performance
against our targeted payback periods and
returnon capital, which significantly exceeds our
cost of capital.
Our dedicated approach to innovation enables
us to continuously refresh and diversify
the functionality and capabilities of our
machines.Our disciplined financial approach
and a focus on cost minimisation enable us to
capitalise on operating leverage as we grow our
machine estate.
We have a significant competitive advantage
across our key markets, underpinned by a
dominant market position and high barriers
to entry. The Group’s key strengths include
long-standing partnerships with site owners,
growthofour laundry operations, stable
cashflows from our established photobooth
estate, and the extended lifecycle of our assets.
These key strengths position the Group for
long-term success.
Our key strategic focus remains the expansion
of our international footprint through the rapid
deployment of laundry operations, alongside
product innovation, such as our new key
duplication machines Kee.ME, as we continue
to diversify our operations. We will consider
strategic acquisitions which help to accelerate
the rollout pace of our laundry operation, as
well as seek acquisition opportunities to expand
the breadth of our offer, including through the
creation of a new strategic division.
The Board
The composition of the Board changed
in 2025 with the appointment of two new
BoardDirectors.
Vlad Crasneanscki joined the Board as an
Executive Director on 3 June 2025, and post
the year end he was appointed Deputy Chief
Executive Officer on 2 February 2026. Vlad had
held the position of Managing Director, UK
Net cash position
£26.5m
At 31 October 2025
Reported revenue
£315.4m
12 months to 31 October 2025
Sir John Lewis OBE
Non-executive Chairman
impact
Strategic report
MEGroup plc Annual Report 2025 19
and Head of Investor Relations since January
2024, and he continued to be responsible for
managingthe UK business as well as investor
relations activity during 2025. He remains Head
of Investor Relations.
Gregory Barker, Lord Barker of Battle, joined
the Board as an independent Non-Executive
Director. Lord Barker is an experienced director
and currently holds positions on the boards
of leading businesses including EV Network,
GlassView, the Clean Growth Leadership network
and PowerHive.
These appointments further broaden and
enhance the skillset and experience of the Board.
We have a strong leadership team in place,
and we will continue to consider and evolve the
composition of the Board as we further build
our leading position and progress our long-term
growth strategy.
The Board of Directors believes the Company
has a strong leadership team in place to
continuedelivering on the Group’s long-term
growth strategy.
Strategic Review
In June 2025, the Company announced that
it was evaluating various strategic options
to enhance shareholder value. Following
engagement with several interested parties,
the Board of Directors confirmed in December
2025 that it had not received an offer that it
believed would be in the best interests of all
the Company’s shareholders, and as a result,
discussions were terminated.
The Board has a clear growth strategy focused
on the Group’s core business activities of
laundry and photobooth operations, with
goodprogressbeing made. We believe the
Company is well-placed to deliver long-term
value for all shareholders.
Dividends
The Company’s dividend policy seeks to pay
annual dividends in excess of 55% of the Group’s
annual profit after tax, subject to market and
capital requirements.
At the interim results announced on 22 July 2025,
the Board declared an interim dividend of
3.85pence per Ordinary share (the “Interim
Dividend”) in respect of FY 2025, an increase of
11.6%, which amounted to £14.5 million, paid to
shareholders on 28 November 2025, for those on
the register on 7 November 2025. The ex-dividend
date was on 6 November 2025.
The Board has recommended a final dividend
for 2025 of 4.79 pence per Ordinary share (“Final
Dividend”) amounting to £18.1 million.
Combined, the Interim and Final Dividend bring
the Total Dividend for FY 2025 to 8.64 pence per
Ordinary share (£32.6 million), an increase of 9.5%
and representing 58.0% of the Group’s earnings
per share for FY 2025.
Subject to approval at the Company’s annual
general meeting on 24 April 2026, the Final
Dividend will be paid on 29 May 2026 to
shareholders on the register at close of business
on 8 May 2026. The ex-dividend date will be
7 May 2026.
Sustainability
We remain committed to strengthening
our sustainability efforts. We believe that
sustainability is a responsibility that must be
embedded within every aspect of our business, as
we look to reduce our environmental impact and
support the communities in which we operate.
Details of our Sustainability approach and KPIs
are set out on pages 44 to 60.
Looking ahead
In respect of the year ending 31 October 2026,
the Company confirms that the year-to-date
performance is in line with expectations.
The Board remains highly confident in the
Group’s strategy, its strong financial position, and
its leading market position.
Sir John Lewis OBE
Non-executive Chairman
23 March 2026
Chairman’s statement continued
MEGroup plc Annual Report 202520
Strategic report
Strategic report
MEGroup plc Annual Report 2025 21
Another
year of
record
growth
Chief Executive’s report
Our core business areas
have once again delivered
good growth across our
geographies, which in turn
delivered Revenue, EBITDA
andProfit before tax
growth for the Group.
MEGroup plc Annual Report 202522
Strategic report
Business review
We are pleased to report another year of record
profitability for our 2025 financial year. The positive
trading momentum in the first half, driven by a
strong performance from our rapidly growing
laundry operations, continued throughout the
second half.
We have a clear growth strategy and competitive
advantage. We made good strategic progress,
with 17.7% more Wash.ME laundry machines
in operation at the year-end, expansion of our
photobooth footprint in Belgium and a continued
focus on new product and technology innovation.
The Group’s cash conversion and balance
sheetremained strong, supported by
predictablerevenue streams and the highly cash-
generative characteristics of our operations. We
have a disciplined financial approach to managing
costs, with a focus on maximising return on capital
and targeting a rapid return on investment.
Financial performance
Reported Group revenue improved by
2.4% to £315.4 million (2024:£307.9 million),
driven by another strong
performance from our
laundry businessand
resilience in our
photobooth
business.
At constant
currency†revenue
grew by 3.0%.
Total laundry
revenue increased
by 17.3% to
£112.4 million
(+17.7% at constant
currency
†
). Total laundry EBITDA grew by 18.1% to
£55.5 million (+18.5% at constant currency
†
) and now
accounts for 46.1% of total Group EBITDA.
Vending revenue from our Wash.ME laundry
† Constant currency is 2025 results translated using the prior year’s foreign exchange rates. Refer to the Glossary for details of the
calculation. This excludes the impact from foreign exchange rate movements (“Constant Currency”) during FY 2025, particularly the
Japanesev yen which saw a 1.9% decrease in value against pound sterling (average rate of exchange used in FY2025 was Yen/£ 195.35 vs
FY2024: Yen/£ 191.71 ), and a 0.05% decrease in the euro against pound sterling (average rate of exchange used in FY 2025 was €/£1.178 vs
FY 2024: 1.173).
services, which offer consumers affordable, large-
capacity washing machines in convenient locations,
grew by 10.2% (+10.6% at constant currency
†
), with
1,145 net machines added year-on-year, alongside
good consumer demand.
Our photobooth business generated total vending
revenue of £166.2 million, 4.0% lower than the prior
financial year (3.4% lower at constant currency†).
This was due to a one-off supplier issue related
to printers, the end of a UK contract in FY 2024
and changes to photo ID regulations in Germany,
requiring passport photos to be taken in the citizens’
office or by certified photographers. Consequently,
Photo.ME EBITDA was 3.7% lower (3.2% constant
currency†) at £59.3 million.
The regulatory change in Germany impacted
performance in H2 2025, with the negative
effect on revenue limited to £3.0 million. The
Group expects the impact to continue in FY
2026, with revenue recovering thereafter. In
response to the new regulations, the Group has
initiated the development of a new generation
of photoboothsand biometric kiosks integrating
liveness detection and anti-spoofing technologies,
designed to meet the new requirements. The
deployment of the new generation machines will
begin in H2 2026, as will the upgrade of all existing
photobooths in Germany to meet the regulations.
The Group’s three geographic regions all delivered
revenue growth. Continental Europe, our largest
region, reported revenue growth of 3.1% to
£215.5 million (up 3.4% at constant currency†).
The UK & Republic of Ireland reported revenue
growth of 1.8% to £50.1 million (up 2.0% at constant
currency†) and Asia Pacific revenue marginally
improved by 0.2% to £49.8 million (up 2.2% at
constant currency†). While operating profit in
Asia Pacific grew by 61.0% (+63.4% at constant
currency†) and operating profit for the United
Kingdom & Republic of Ireland grew by 4.6%,
Continental Europe reported a marginal decline of
0.7% (-0.4% at constant currency†) primarily due to
the photobooth matters mentioned above.
Profit before tax
£78.2m
12 months ended 31 October 2025
EBITDA
£120.4m
12 months ended 31 October 2025
Serge Crasnianski
Chief Executive Officer
& Deputy Chairman
growth
Strategic report
MEGroup plc Annual Report 2025 23
Group EBITDA increased by 5.4% to £120.4 million
(2024: £114.2 million) and at constant currency†
increased by 6.0%. Group EBITDA margin
improved to 38.2% (2024: 37.1%).
Reported profit before tax increased by 6.5% to
£78.2 million (2024: £73.4 million) and at constant
currency† increased by 7.1%.
The Group’s corporation tax charge for the year
increased to £21.6 million, which resultedinan
effective tax rate of 27.7%. In 2024, the tax charge
was £19.3 million, an effective tax rate of 26.3%.
The increase in effective tax rate is due to tax
reassessments in France, which are explained in
note 3 and 9 of the financial statements.
Capital expenditure was £65.6 million, a 20.1%
increase on the prior year, primarily related to
laundry (£31.8 million), photobooths (£12.8 million),
kiosks (£6.7 million), plant and machinery
(£7.0 million) and intangible assets (£3.5 million).
Capital expenditure is expected to be between
£57.0 million and £59.0 million in FY 2026.
Cashflow and net cash position
31 October
2025
£m
31 October
2024
Restated
£m
Opening net cash £29.5m £26.5m
Cash generated from
operations
£115.5m £106.1m
Payments in relation to
provisions and pensions
£(1.2)m £(0.8)m
Net interest paid
£(2.1)m £(1.9)m
Taxation
£(21.4)m £(17.5)m
Net cash generated from
operating activities
£90.8m £85.9m
Net cash used in investing
activities
£(60.5)m £(47.6)m
Net cash used in financing
activities
£(34.4)m £(34.7)m
Net cash generated /
(utilised)
£(4.1)m £3.6m
Impact of exchange rates
£1.1m £(0.6)m
Net cash inflow / (outflow)
£(3.0)m £3.0m
Closing net cash
£26.5m £29.5m
Consisting of:
Cash and cash equivalents
£56.5m £77.5m
Non-current borrowings
£(12.4)m £(28.6)m
Current borrowings
£(17.6)m £(19.4)m
Closing net cash
£26.5m £29.5m
2024 figures for gross cash, net cash and cash
generated from operations have been restated.
Refer to note 19 of the financial statements for
further details.
The Group remains in a strong financial position
and is well capitalised.
The Group delivered improved cash generation,
with cash generated from operations of
£115.5 million, an 8.9% increase on the prior year
(2024: £106.1 million).
At 31 October 2025, gross cash was £56.5 million
(2024: £77.5 million), a decrease of 27.1%, primarily
due to £21.5 million of debt repayments made
in the period. Net cash was £26.5 million as at
31 October 2025 (2024: £29.5 million), 10.2% lower
than the prior year, as a result of a £10.6 million
year-on-year increase in capital expenditure.
Further details of the Group’s performance by
business area and geographic region are set out
on pages 30 to 33.
Overview of principal business areas
The Group’s operations are categorised into core
activities (photobooths and laundry) and ancillary
activities (digital printing and other vending).
Below is an overview of each of the Group’s
business areas.
Photo
(Core business)
Photobooths and secure integrated biometric
photo ID solutions
12 months
ended
31 October
2025
12 months
ended
31 October
2024
Number of units in
operation
30,520 30,613
Percentage of total
groupvending estate
(number of units)
62.0% 63.5%
Vending revenue
1
£166.2m £173.2m
Total revenue
2
£168.6m £175.0m
Capex
£12.8m £17.1m
EBITDA
£59.3m £61.6m
1
Vending revenue is earned from machines in operation and
excludes revenue from the sale of equipment, consumables, spare
parts and services.
2
Total revenue is vending revenue from the operation of
photobooth machines plus revenue from the sale of photobooth
machines spare parts, consumables and services.
Chief Executive’s report continued
1
Constant currency is 2025 results translated using the prior year’s foreign exchange rates. Refer to the Glossary for details of the
calculation. This excludes the impact from foreign exchange rate movements (“Constant Currency”) during FY 2025, particularly the
Japanese yen which saw a 1.9% decrease in value against pound sterling (average rate of exchange used in FY2025 was Yen/£ 195.35 vs
FY2024: Yen/£ 191.71 ), and a 0.05% decrease in the euro against pound sterling (average rate of exchange used in FY 2025 was €/£1.178 vs
FY 2024: 1.173).
MEGroup plc Annual Report 202524
Strategic report
Performance
Photobooth operations are the Group’s largest
business by number of units, revenue and EBITDA
contribution. The Group operates photobooth
machines in 16 countries.
Continental Europe remains the Group’s largest
region in terms of revenue contribution, with
robust trading in key markets such as France,
and growth in our developing markets, including
Belgium and the Netherlands. In Germany,
a regulatory change requiring passport
photos to be taken in the citizens’ office or by
certified photographers impacted the H2 2025
performance. Further details are provided in the
financial performance section.
Vending revenue in the UK and Ireland was 21.8%
lower, primarily due to the previously announced
end of a contract in FY 2024. Vending revenue
in Asia Pacific improved by 2.1%, which reflected
greater demand.
As a result of the above, and a supplier printer
issue in H1 2025 for which the Group received
compensation from the supplier, the total
Photo.ME vending revenue
1
was 4.0% lower at
£166.2 million (-3.4% at constant currency†).
The average revenue per machine (excluding VAT)
decreased to £5,437 per year (2024: £5,644) due
to the factors detailed above.
Photo.ME EBITDA was £59.3 million, down 3.7%
(-3.2% at constant currency†) and represented
49.3% of total Group EBITDA. The EBITDA margin
was 35.2% (2024: 35.2%).
Capex decreased to £12.8 million
(2024:£17.1 million), following an exceptionally
high level of investment in 2024.
At 31 October 2025, the number of photobooths
inoperation was 30,520, which is broadly
in linewith the prior year (2024: 30,613).
Photobooths represented 62.0% of the Group’s
total vending estate.
Growth strategy update
2025 saw progress delivering the Group’s next-
generation photobooth installation programme,
replacing old machines. The latest generation
machines offer consumers a multi-functional
booth providing a range of services in addition to
our core photo ID product.
As at 31 October 2025, the Group had installed
3,079 next-generation photobooths, albeit the
pace was slightly slower than planned. The Group
continues to target the installation of 8,000 next-
generation photobooths, cumulatively, by the end
of the financial year 2027.
The Group completed a small acquisition of a
photo ID competitor in Belgium, which added
116photobooths to the Group’s portfolio, all
of which were profitable in the prior year.
Theacquired machines have been fully
integrated into our operations and performing
toa high standard.
The Group continues to consolidate its
position in the photobooth market through
significant innovation. We recently launched
our new AI capabilities focused on enhancing
the photobooth experience for consumers
througharange of new functionality. Soft
copies of fun photos generated via AI can be
downloaded through a bespoke QR code,
providing consumers a simple and seamless
process for accessing images and sharing on
social media. All Starbooth and Next Generation
Photobooth machines in France are already
equipped with new software. These initiatives
were activated in collaboration with partners
such as the Aston Martin F1 Team and Paris
Saint-Germain F.C.
The Group remains committed to investing in its
photobooth estate and believes that prospects
for the photo ID market across existing and new
geographic regions remain attractive.
Wash
(Core business)
Unattended laundry services andlaundrettes
12 months
ended
31 October
2025
12 months
ended
31 October
2024
Number of units in
operation
7,607 6,462
Percentage of total group
vending estate (number
ofunits)
15.5% 13.4%
Vending revenue
1
£100.8m £91.5m
Total revenue
2
£112.4m £95.8m
Capex
£31.8m £25.4m
EBITDA
£55.5m £47.0m
1
Vending revenue is revenue earned from machines in operation
and excludes revenue from the sale of equipment, consumables,
spare parts and services.
2
Total revenue is vending revenue from the operation of laundry
machines plus revenue from the sale of laundry machines spare
parts, consumables and services.
Performance
Our laundry business remains the Group’s fastest
growing business by number of machines,
revenue and EBITDA contribution.
Strategic report
MEGroup plc Annual Report 2025 25
In 2025, the laundry business continued to perform
strongly, with total laundry revenue up 17.3% to
£112.4 million (up 17.7% at constant currency†).
Total laundry EBITDA increased by 18.1% to
£55.5 million (up 18.5% at constant currency†).
Total laundry EBITDA margin was 49.4%,
compared with 49.1% in 2024.
The Group installed a record number of
machines in 2025, with a total of 1,326 machines
installed (consisting of 1,172 new machines and
154 relocations). After the removal of 181 old
or unprofitable machines, the net number of
Wash.ME machines in operation increased by
1,145. In comparison, in 2024 the Group installed
1,168 machines (900 new machines and 268
relocations) and removed 280, resulting in a net
increase in Wash.ME units of 888.
At 31 October 2025, the Group had a total of 7,607
machines in operation mostly across France and
the United Kingdom & Republic of Ireland. These
regions delivered a strong performance, which
reflected estate expansion, with vending revenue
growth of 6.9% (+7.3% at constant currency†) in
Continental Europe and 18.4% (+18.8 at constant
currency†) in the UK & Republic of Ireland.
As a result, vending revenue from the Group’s
Wash.ME estate grew by 10.2% to £100.8 million
(up 10.6% at constant currency†).
The average revenue per machine (excluding
VAT) was £14,329, a 5.8% decrease compared to
the prior year (-5.4% at constant currency†). As
previously communicated, this was partly due to
unusually warm weather in the summer months
across Europe, which had some impact on
demand for laundry services.
Capex increased 25.2% to £31.8 million
(2024:£25.4 million), which reflected continued
investment in the expansion of laundry
operations in line with the Group’s strategy.
TheGroup estimates capex at £28.1 million in
2026, despite an increase in installations, thanks
to a reduction in the unit cost price.
Growth strategy update
Laundry expansion remains a key strategic
priority, and the progress made in 2025 has
contributed to a higher proportion of Group
revenue, 35.6%, from laundry operations
(2024:31.1%), and this trend is in line with our
long-term diversification strategy.
† Constant currency is 2025 results translated using the prior year’s foreign exchange rates. Refer to the Glossary for details of the
calculation. This excludes the impact from foreign exchange rate movements (“Constant Currency”) during FY 2025, particularly the
Japanese yen which saw a 1.9% decrease in value against pound sterling (average rate of exchange used in FY2025 was Yen/£ 195.35 vs
FY2024: Yen/£ 191.71 ), and a 0.05% decrease in the euro against pound sterling (average rate of exchange used in FY 2025 was €/£1.178 vs
FY 2024: 1.173).
In FY 2026, the Group has ambitions to install
more than 1,300 Wash.ME laundry machines.
We continue to drive innovation and develop
a more seamless experience for consumers.
Post-period end, in November 2025, the Group
launched the first version of its new Wash.ME
mobile phone App, for both iOS and Android,
providing users with real-time machine availability,
information for more than 3,000 Wash.ME
locations, and access to information on prices,
promotions, services, options and payment
methods. In January 2026, new features were
launched on the App as part of the second phase
of innovation. This included the introduction of
machine pairing features providing users with real
time cycle tracking and push notifications, and the
launch of a new loyalty programme enabling users
to generate points from using laundry services
which can be converted to discount vouchers.
The launch of the Wash.ME App reinforces the
Group’s commitment to investing in innovative
solutions aimed at improving the experience and
services for consumers.
Print
(Ancillary business)
High-quality digital printing services
12 months
ended
31 October
2025
12 months
ended
31 October
2024
Number of units in
operation
4,515 4,526
Percentage of total group
vending estate (number
ofunits)
9.2% 9.4%
Vending revenue
1
£10.8m £10.9m
Total revenue
2
£11.1m £12.1m
Capex
£6.7m £0.7m
EBITDA
£6.2m £4.9m
1
Vending revenue is revenue earned from machines in operation
and excludes revenue from the sale of equipment, consumables,
spare parts and services.
2
Total revenue is vending revenue from the operation of kiosk
machines plus revenue from the sale of kiosk machines spare
parts, consumables and services.
Performance
Print.ME vending revenue was stable at
£10.8 million (2024: £10.9 million) and contributed
3.8% of Group vending revenue.
Chief Executive’s report continued
MEGroup plc Annual Report 202526
Strategic report
In France, we have replaced, or removed where
unprofitable, 649 old model machines with our
new Speedlab kiosk, which offers enhanced
functionality for consumers and an improved
customer experience, driving better quality
outcomes and stronger revenue per machine.
Additionally, our next-generation Speedlab is also
a lower-cost model.
The average revenue per machine (excluding VAT)
increased by 1.5% to £2,389 (2024: £2,354).
As a result of the ongoing replacement
programme, capex increased to £6.7 million
(2024: £0.7 million) in line with our strategy to
invest in ancillary activities where attractive
target returns can be achieved.
Whilst revenue has remained stable,
EBITDA increased by 26.5% to £6.2 million
(2024:£4.9 million) which was largely supported
by the ongoing programme to replace old model
machines with new Speedlab machines.
At 31 October 2025, the Group had 4,515
digital printing kiosks in operation, slightly
lower than the prior year due to the removal
of underperforming machines (2024: 4,526).
Print.ME represented 9.2% of the Group’s total
vending units in operation.
Whilst investment activity remains weighted
towards our core activities, the Group plans to
invest £3.8 million in FY 2026, with a continued
focus on the replacement of old model machines.
Other vending
(Ancillary business)
12 months
ended
31 October
2025
12 months
ended
31 October
2024
Number of units in
operation
6,562 6,629
Percentage of total group
vending estate (number
ofunits)
13.3% 13.7%
Vending revenue
1
£10.1m £9.9m
Total revenue
2
£23.3m £25.0m
Capex
£1.6m £2.7m
EBITDA
£8.0m £11.2m
1
Vending revenue is revenue earned from machines in operation
and excludes revenue from the sale of equipment, consumables,
spare parts and services.
2
Total revenue is vending revenue from the operation of Other
Vending machines plus revenue from the sale of equipment,
consumables, spare parts and services.
Other Vending operations consist of profitable
ancillary services, typically operated in
high-footfall locations alongside the Group’s core
activities. This enables the Group to leverage its
established site owner relationships and benefit
from operating synergies.
At 31 October 2025, the Group operated
6,562 Other Vending units (2024: 6,629). This
included 2,412 children’s rides (Amuse.ME), 3,275
photocopiers (Copy.ME), 470 freshly squeezed
orange juice vending machines (Feed.ME), mostly
situated in Japan and Australia, and 405 other
miscellaneous machines.
Vending revenue
1
increased by 2.0% to
£10.1 million (+5.1% at constant currency†).
In addition, the Group sells pizza-vending
equipment in Continental Europe and the UK,
albeit on a small scale, with 25 pizza machines
sold in 2025 (2024: 29). The Group earned
£13.2 million in revenue from the sale of food
vending equipment, primarily pizza vending,
and the sale of other equipment, spare parts,
consumable and services (2024: £13.9 million).
EBITDA was £8.0 million (2024: £11.2 million), with
an EBITDA margin of 34.3% (2024: 47.3%).
Other vending accounted for 13.3% of the Group’s
total vending estate by number of machines
(2024: 13.7%) and represented 3.2% of the total
Group revenue.
Serge Crasnianski
Chief Executive Officer & Deputy Chairman
23 March 2026
Strategic report
MEGroup plc Annual Report 2025 27
Innovation and
diversification
MEGroup plc Annual Report 202528
Strategic report
The Group has a dedicated approach to innovation
which supports the diversification of our products and
services. Anin-house R&D team of 50+ engineers is
focused on creating new complementary services and
evolving the services offered across our existing estate
in response to ever-changing consumer needs, whilst
maximising return oninvestment.
diversification
Whilst the Group has capex programmes in place focused on the deployment of new
machines across our photobooth and laundry operations, we continue to demonstrate
our entrepreneurial and innovative approach and launch new initiatives.
Development of Kee.ME, the Group’s automated key cutting machine, progressed in
2025 as we continued to test and improve our three pilot machines. In February 2026, we
started to deploy machines, with plans to deploy an additional 50 machines under the
SNCF contract in France, which was renewed in the second half of 2025.
Diversification of our existing services is ongoing through new functionalities, particularly
our core activities.
In Photo.ME, AI capabilities for fun photo products have been launched in response
to growing demand for increased interactivity and visually experiential products. We
launched the first generative AI created photo produced inside a photobooth, which
coincided with the UEFA Champions League Final. This new feature, available in our
next-generation photobooth in France, allows end-users to transform themselves into
PSG players, resulting in 40,000 PSG-themed photos created within six months. This
innovation was extended to other seasonal themes such as Halloween and Christmas. In
2026, further sports partnerships are planned, including collaborations with the French
national rugby and football teams.
In Wash.ME, we launched the new app as part of the ongoing digitalisation of laundry
services. This fully integrated application enables end-users to manage their laundry
experience remotely, offering real-time information on laundry services, notifications
to their phones, loyalty features and a more seamless experience. In addition, the app
reinforces the Group’s commitment to investing in innovative solutions and provides a
strong channel for direct-to-consumer marketing, enabling it to reward consumers and
build brand loyalty.
Strategic report
MEGroup plc Annual Report 2025 29
Review of Performance
by Geography
Commentary on the Group’s financial
performance is set out below, in line with
the segments as operated by the Board
and the management of the Group. These
segmental breakdowns are consistent
with the information prepared to support
the Board’s decision-making. Although the
Group is not managed around product
lines, some commentary below relates to
the performance of specific products in
the relevant geographies.
MEGroup plc Annual Report 202530
Strategic report
Vending units in operation
At October 2025 At October 2024
Number of units % of total estate Number of units % of total estate
Continental Europe 27,819 56.5% 26,909 55.8%
UK & Republic of Ireland 6,498 13.2% 6,321 13.1%
Asia Pacific 14,887 30.3% 15,000 31.1%
Total 49,204 100% 48,230 100%
The total number of vending units in operation at 31 October 2025 increased by 2.0% to 49,204
(2024:48,230), predominantly driven by laundry installations across Continental Europe and the
UK&Republic of Ireland.
Key financials
The Group reports its financial performance based on three geographic regions of operation:
(i)Continental Europe; (ii) the UK & Republic of Ireland; and (iii) Asia Pacific.
Revenue by geographic region
12 months ended
31 October 2025
12 months ended
31 October 2024
Continental Europe £215.5m £209.0m
UK & Republic of Ireland
£50.1m £49.2m
Asia Pacific
£49.8m £49.7m
Total
£315.4m £307.9m
Analysis of revenue by geographic region
12 months ended 31 October 2025
Continental
Europe
United Kingdom
&Ireland Asia Pacific Total
Photo.ME £107.9m £15.1m £43.2m £166.2m
Wash.ME
£68.5m £32.2m £0.1m £100.8m
Print.ME
£10.7m £0.1m - £10.8m
Other vending (including Feed.ME)
£2.2m £1.9m £6.0m £10.1m
Total vending revenue
£189.4m £49.4m £49.2m £288.0m
Sales of equipment, spare parts,
consumables & services
£26.1m £0.7m £0.6m £27.4m
Total revenue
£215.5m £50.1m £49.8m £315.4m
12 months ended 31 October 2024
Continental
Europe
United Kingdom
&Ireland Asia Pacific Total
Photo.ME £111.6m £19.3m £42.3m £173.2m
Wash.ME
£64.1m £27. 2m £0.2m £91.5m
Print.ME
£10.7m £0.1m £0.1m £10.9m
Other vending (including Feed.ME)
£1.9m £1.6m £6.4m £9.9m
Total vending revenue
£188.3m £48.2m £49.0m £285.5m
Sales of equipment, spare parts,
consumables & services
£20.7m £1.0m £0.7m £22.4m
Total revenue
£209.0m £49.2m £49.7m £307.9m
Operating profit by geographic region
12 months ended
31 October 2025
12 months ended
31 October 2024
Continental Europe £67.6m £68.1m
UK & Republic of Ireland
£13.6m £13.0m
Asia Pacific
£6.6m £4.1m
Corporate costs
£(9.7)m £(10.8)m
Total
£78.1m £74.4m
Total revenue increased by 2.4% to £315.4 million (+3.0% at constant currency†), which was largely
driven by a strong top-line performance in Continental Europe. Total operating profit increased by
5.0% to £78.1 million (+5.4% at constant currency†), with Continental Europe the largest contributor,
delivering a 31% operating margin.
Strategic report
MEGroup plc Annual Report 2025 31
Continental Europe
Continental Europe is the Group’s largest region
by both number of machines and contribution
to total Group revenue. The number of machines
in operation grew by 3.4%, which reflected the
significant expansion of laundry operations
with726 net new laundry machines installed in
the region.
Laundry was the growth driver for the region,
with vending revenue growth of 6.9% to
£68.5 million (+7.3% at constant currency
†
),
supported by further estate expansion,
particularly in France, and consumer demand for
accessible automated laundry services.
Photobooths continued to see growth in
developing markets. The Group expanded its
presence in the Belgium photobooth market
through the acquisition of 116 photobooths
from APS, a Belgium photobooth manufacturer
and operator in March 2025. The deployment
of next-generation photobooths in the region
continued, with 843 installed in France during the
financial year.
However, the overall performance was
negatively impacted by a combination of H1 2025
supplier printer issues (now fully resolved) and
governmental changes to photo ID requirements
introduced in Germany in May 2025, which led
to traditional printed photos no longer being
accepted, but replaced with mandatory digital
photographs which must be taken via one of two
government approved methods; on-site at an
official office, or at a certified photographers/
supplier. Together, these factors were the primary
drivers for a 3.3% reduction in photobooth
vending revenue at £107.9 million (-3.0% at
constant currency†).
Print.ME’s vending revenue performance was flat
at £10.7 million, and Other Vending revenue grew
by 15.8% to £2.2 million.
As a result of the above, total revenue increased
by 3.1% to £215.5 million (+3.4% at constant
currency†). Operating profit was down by 0.7% at
£67.6 million (-0.4% at constant currency†).
At 31 October 2025, 27,819 units were in operation,
an increase of 3.4% (2024: 26,909), which
represented 56.5% of the Group’s total estate.
Continental Europe accounted for 68.3% of total
Group revenue and 80.1% of Group EBITDA.
† Constant currency is 2025 results translated using the prior year’s foreign exchange rates. Refer to the Glossary for details of the
calculation. This excludes the impact from foreign exchange rate movements (“Constant Currency”) during FY 2025, particularly the
Japanese yen which saw a 1.9% decrease in value against pound sterling (average rate of exchange used in FY2025 was Yen/£ 195.35 vs
FY2024: Yen/£ 191.71 ), and a 0.05% decrease in the euro against pound sterling (average rate of exchange used in FY 2025 was €/£1.178 vs
FY 2024: 1.173).
UK & Republic of Ireland
Laundry performed strongly in the region,
with vending revenue up 18.4% to £32.2 million
(2024:+18.8% at constant currency) with a further
414 net Wash.ME laundry units installed in the
financial year. This was achieved despite slightly
softer consumer demand during the unusually
warm summer months.
The photobooth performance was more
challenging, with vending revenue down 21.8%
at £15.1 million, in part due to the previously
mentioned winding down following the end of a
contract in FY 2024, which led to lower revenue
compared with the prior year, as well as a lower
number of machines in operation. However,
as previously noted, due to the terms of this
contract,the impact on profit was limited.
As a result, revenue in the region increased
by 1.8% to £50.1 million (+2.0% at constant
currency†
1
)and Wash.ME operations now
contribute 65.2% of vending revenue in the
United Kingdom & Republic of Ireland. Operating
profit increased by 4.6% to £13.6 million
(2024:£13.0 million), which reflected the strong
performance from high-margin laundry
operations and a focus on cost efficiencies.
As at 31 October 2025, there were 6,498 units in
operation, an increase of 2.8% (2024: 6,321), which
accounted for 13.2% of the Group’s total vending
estate. The region contributed 15.9% of total
Group revenue and 17.5% of Group EBITDA.
Asia Pacific
The Group primarily operates photobooths in the
region, with most located in Japan. In addition,
it operates Other Vending such as amusement
kiosks and fresh fruit juice vending machines.
The results in the region were impacted by a
1.9% decrease in the value of the yen against the
pound sterling.
The performance was driven by a 2.1% increase
in photobooth vending revenue to £43.2 million
(+4.0% at constant currency†), while Other
Vending, which includes Feed.ME, reduced by
6.3% to £6.0 million (-1.6% at constant currency†).
The Group operates 467 freshly squeezed orange
juice vending machines in Japan (426 machines)
and Australia (41 machines).
Review of Performance byGeography continued
MEGroup plc Annual Report 202532
Strategic report
While reported revenue improved slightly
by 0.2% to £49.8 million, at constant
currency† the revenue was up 2.2%.
Operating profit increased
substantially, up 61.0%
at £6.6 million (+63.4%
at constant currency†)
due in part to one-off
impairment charges in
the prior year.
As at 31 October 2025,
the Group operated
14,887 machines
in the Asia Pacific
region, down 0.8%
(2024: 15,000). The
region contributed 15.8%
to total revenue and 9.5% of
GroupEBITDA.
UK & Republic ofIreland
Continental Europe
Asia Pacific
Key Performance Indicators (KPIs)
The Group’s growth strategy (set out on page 6) is focused on growing its core business areas of
laundry and photobooth operations. The Group measures its strategic and operational performance
using different types of indicators. The main objective of these KPIs is to monitor the Group’s cash
generation, long-term profitability, growth of core business areas and returns to shareholders.
Performance
Description Relevance
12 months ended
31 October 2025
12 months ended
31 October 2024
Group revenue Helps evaluate growth trends and assess
operational performance
£315.4m £307.9m
Group profit before tax Measure of the Group's profitability
£78.2m £73.4m
Diluted earnings per share Measure of the Group's profitability
14.91p 14.27p
Cash generated from
operations
Measure of the Group's cash generation
£115.5m £106.1m
1
Total dividend per share Measure of returns to shareholders
8.64p 7.90p
Number of next-generation
photobooths installed
Replacing old model machines with
next-generation is a strategic priority
1,298 1,333
Net change in number of
Wash.ME units operated
The increase in number of Wash.ME
machines is a constant priority and a
main driver for growth
1,145 888
1
2024 cash generated from operations has been restated. Refer to note 19 of the financial statements for details.
Changes to KPIs from previous Annual Reports
The Group’s KPIs have been updated to better align to how the directors monitor performance:
▪ Diluted earnings per share and total dividend per share have been included as they are key
measures of profitability and returns to shareholders, respectively;
▪ Stable cash generation is key to the Group’s strategy of growing the vending estate, hence the
inclusion of cash generated from operations; and
▪ Increase in number of photobooth units has been removed from the KPIs as the Group pursues a
strategy of diversification. In its place is a new KPI measuring the number of next-generation
photobooths installed, reflecting the Group’s focus on technological innovation.
Strategic report
MEGroup plc Annual Report 2025 33
Section 172(1)
Statement
Directors are required to act in the way they consider,
in good faith, would be most likely to promote the
success of the company for the benefit of its members
as a whole, and in doing so have regard, amongst
other matters, to the factors listed in section 172(1)
(a)to (f) of the Companies Act 2006.
Engagement with stakeholders is therefore
crucial to ensuring that the Directors
understandstakeholders’ needs and can make
well-informed decisions that have addressed
differing, and sometimes conflicting, priorities.
Our overview of stakeholder engagement that
has taken place during the year can be found on
pages 36 to 38.
Below is set out our section 172(1) statement in
which we explain how the Board has fulfilled its
duty in section 172 whilst having regard to the
matters set out in that section.
How the directors fulfil their duty under
Section 172(1) of the Companies Act 2006:
Board information and monitoring
The Board receives detailed papers and in-
person updates from management which they
question, challenge, and debate, to ensure
conflicting views are carefully considered.
Management also gives regular updates on the
progress of the implementation of actions and
decisions to allow the Board to review and if
appropriate, course-correct, as situations (and
stakeholder priorities) inevitably evolve.
Further information on the Board’s activities can
be found on pages 76 to 87.
Board discussion
All Directors are expected to constructively
challenge and contribute to discussions, as well
as offer additional perspectives, advice and
strategic guidance.
Strategic direction and culture
The Board is responsible for setting the strategic
direction, values and culture of the Company. It
sets the tone of how business is done throughout
the Group. Stakeholder considerations are central
to decision-making at all levels of the Group.
Further information on corporate strategy can be
found on pages 6 to 17.
Enhancing shareholder value
During the last financial year, the Board
decided to evaluate strategic options to
enhance shareholder value which could have
included seeking potential offerors for the
Company for the benefit of its members
and other stakeholders. On 18 June 2025,
following movement in its share price and
media speculation, the Company released an
announcement that it was evaluating strategic
options to enhance shareholder value which
could have include seeking potential offerors
for the Company, and as a result of which the
Company entered an "offer period" as defined
in the City Code. Following engagement with
interested parties, the Company announced on
5 December 2025 that it had not received an offer
that the Board considered would be in the best
interests of all the Company's shareholders, and
therefore all discussions had been terminated.
The Company ceased to be in an "offer period"
from 5 December 2025.
MEGroup plc Annual Report 202534
Strategic report
The Board has a diverse set of skills, knowledge
andexperience which helps the Directors to make
informed decisions that promote the long-term
success of the Company whilst considering the needs
of the Company’s stakeholders.
The table below indicates other sections of this
report which detail how the Directors have had
regard to their duty under section 172(1).
Further information on the Board’s composition, including the skills and experience of the individual Directors appears
on pages 68 to 70 and 76 to 79.
Section 172 duty Where you can find more information
(a) The likely consequence of any
decisions in the long term
Our Business Model: pages 6 to 7
Strategic Report: pages 4 to 63
Stakeholder Engagement: pages 36 to 38
Principal risks (primarily steps taken in mitigation):
pages 40 to 43
(b) The interests of the Company’s
employees
Stakeholder Engagement: pages 36 to 38
Remuneration Committee Report: pages 90 to 107
(c) The need to foster the Company’s
business relationships with suppliers,
customers and others
Our Business Model: pages 6 to 7
Stakeholder Engagement: pages 36 to 38
(d) The impact of the Company’s
operations on the community and
theenvironment
Strategic Report: pages 4 to 63
Sustainability at ME Group; pages 44 to 60
TCFD Report: pages 54 to 60
Also, visit: https://me-group.com/our-ambition/
(e) The desirability of the Company
maintaining a reputation for high
standards of business conduct
Our Business Model: pages 6 to 7
TCFD: pages 54 to 60
Risk Management: page 87
Audit Committee Report: page 81
Our various policies including our Anti-corruption and
Bribery Policy (see: https://me-group.com/company-
documents/)
(f) The need to act fairly as between
members of the Company
Stakeholder Engagement: pages 36 to 38
Strategic report
MEGroup plc Annual Report 2025 35
Stakeholder Engagement
Consumers
How we engage
How this engagement influenced Board discussions
and decision-making
Senior management considers the
needs of the consumer andhow to
provide the best-in-class service
for the most competitive price.
A number of the changes we have made to our products are
in response to consumer needs. In making its decisions, the
Board has regard to the need to balance consumer needs
with customer and commercial outcomes. Some examples of
the product changes include photobooths that are designed
to allow easy access and use for persons with a disability.
Customers
How we engage
How this engagement influenced Board discussions
and decision-making
Continual contact with
customersthrough customer-
relation managers.
Feedback can be shared with the Executive Directors and
theBoard.
Employees
How we engage
How this engagement influenced Board discussions
and decision-making
Briefings from management as to
how the Company is doing.
The Executive Directors and the CFO* have regular briefings
with senior management and through the medium of these
meetings are able to learn about employee concerns and
views so that they can be taken into account in making
decisions which are likely to affect their interests.
There are open forums for staff to come forward with any
queries. Consultations required by law are complied with
(e.g.in cases of redundancy).
The Company operates an executive share option scheme,
and rewards senior management with bonuses.
The Company encourages a common awareness on the
part of all employees of the financial and economic factors
affecting the performance of the Company; this is achieved
through the regular meetings referred to above.
Application of our Equality,
Diversity and Inclusion Policy
See page 83.
* Although the CFO is a not a statutory director of the Company, he regularly attends board meetings (and Audit Committee meetings) and
interacts closely with the Board, particularly the audit committee.
Section 172(1) Statement continued
MEGroup plc Annual Report 202536
Strategic report
Shareholders
How we engage
How this engagement influenced Board discussions
and decision-making
Regular engagement by the
Chairman and the Senior
Independent Director with
majorshareholders.
Directors met with major shareholders during the year
tobetter understand their objectives and learn their
viewsregarding the Group and obtain their views on
succession planning.
On 10 February 2026, the Company announced a proposed
share buyback authority and Rule 9 Waiver. A General
Meeting was held on 26 February 2026 to approve
resolutions that allow the Company to repurchase up
to 10 percent of its issued ordinary shares and waive
the application of Rule 9 of The Code on Takeovers and
Mergers. Both resolutions set out in the Circular and Notice
of General Meeting sent to shareholders were passed on
poll. The Company has strong cash reserves and continues
to generate cash through its operations, which ensures the
Company has capital available for any potential future
acquisitions and necessary capital expenditure.
Partners and suppliers
How we engage
How this engagement influenced Board discussions
and decision-making
Regular engagement with
suppliers and partners, including
through our:
▪ Supplier/procurement processes
engaged at the time of appoint-
ment and during the relationship
▪ Regular monitoring and reviews of
financial and operating resilience
▪ Reporting on payment of
suppliers
The Executive Directors plus the CFO (and where
necessarythe Non-executive Directors) review and approve
material contracts with suppliers and partners, joint ventures
and acquisitions.
The community and environment
How we engage
How this engagement influenced Board discussions
and decision-making
The Board relies on regular
updates from the Executive
Team who in turn rely on direct
or indirect feedback from senior
management and other colleagues
and customers, as well as general
observations on current best
practices and individual customer
recommendations. These provide
useful insights and guides to help
shape the Group’s activities.
See section headed ‘Sustainability at ME Group’: pages 44
to 60.
Strategic report
MEGroup plc Annual Report 2025 37
Stakeholder Engagement continued
Investors
How we engage
How this engagement influenced Board discussions
and decision-making
Comprehensive investor relations
programme including formal
presentations to potential as well
as existing investors and analysts
on the half-year and full-year
results; formal investor roadshows
in the UK; and an ongoing
programme of one-to-one
meetings and group meetings
with institutional investors, fund
managers and analysts.
Meetings which relate to
governance are attended by
the Chairman or another Non-
executive Director:
▪ Annual Report and Annual
General Meeting (AGM)
▪ Corporate website and market
announcements
▪ Active consultation on
remuneration framework
andpolicies
The Remuneration Committee consults with major investors
and external remuneration specialists before introducing,
and then updating, any changes to the implementation
of the remuneration policy. In discharging its duties, the
Remuneration Committee takes advice from external
remuneration consultants to ensure that it is up to date with
market trends, expectations and best practises.
The Board reviews the Group’s dividend.
Involvement of the Chairman including his meeting with
major shareholders highlights the importance of governance
from the top down.
The AGM in particular provides a convenient forum for
shareholders to question the Board, give useful feedback
and make helpful suggestions. It is normally very well
attended and constructive.
Section 172(1) Statement continued
MEGroup plc Annual Report 202538
Strategic report
Strategic report
MEGroup plc Annual Report 2025 39
Principal risks
As with any business, the Group faces risks and
uncertainties that could impact the achievement
ofthe Group’s strategy.
These risks are accepted as inherent to the Group’s business. The Board recognises that the nature
and scope of these risks can change; it therefore regularly reviews the risks faced by the Group as
well as the systems and processes to mitigate them.
The table below sets out what the Board believes to be the principal risks and uncertainties, their
impact, and actions taken to mitigate them.
Economic
Nature of risk Description and impact Mitigation
Global economic
conditions
Economic growth has a major
influence on consumer spending.
A sustained period of economic
recession and a period of high
inflation could lead to a decrease
in consumer expenditure in
discretionary areas.
The Group focuses on maintaining
the characteristics and affordability
of its needs-driven products.
Like most businesses around the
world, the Group has had to face a
significant increase in supply chain
and raw material costs, however,
its strong position in the markets in
which it operates gives the Group
significant pricing power.
The Group has no exposure to the
invasion of Ukraine by Russia.
Volatility of foreign
exchange rates
The majority of the Group’s revenue
and profit is generated outside the
UK, and the Group’s financial results
could be adversely impacted by
an increase in the value of sterling
relative to those currencies.
The Group hedges its exposure
to currency fluctuations on
transactions, as relevant. However,
by its nature, in the Board’s opinion,
it is very difficult to hedge against
currency fluctuations arising from
translation in consolidation in a
cost-effective manner.
MEGroup plc Annual Report 202540
Strategic report
Regulatory
Nature of risk Description and impact Mitigation
Centralisation of
the production of ID
photos
In many European countries where
the Group operates, if governments
were to implement centralised
image capture, for biometric
passport and other applications, or
widen the acceptance of self-made
or home-made photographs for
official document applications, the
Group’s revenues and profits could
be affected.
The Group has developed new
systems that respond to this
situation, leveraging 3D technology
in ID security standards, and
securely linking our booths to
the administration repositories.
Solutions are in place in France,
Ireland, Switzerland and the UK.
Furthermore, the Group also
ensures that its ID products remain
affordable and of a high-quality.
Strategic
Nature of risk Description and impact Mitigation
Failure to identify
new business
opportunities
The failure to identify new business
areas may impact the ability of the
Group to grow in the long-term.
Management teams constantly
review demand in existing markets
and potential new opportunities.
The Group continues to invest in
research in new products and
technologies.
Inability to deliver
anticipated benefits
from the launch of
new products
The realisation of long-term
anticipated benefits depends
mainly on the continued growth
of the laundry business and
the successful development of
integrated secure ID solutions.
Failure in this regard could lead to a
lack of competitiveness.
The Group regularly monitors the
performance of its entire estate of
machines. New technology-enabled
secure ID solutions are subjected
to intensive trials before launch
and the performance of operating
machines is continually monitored.
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MEGroup plc Annual Report 2025 41
Market
Nature of risk Description and impact Mitigation
Commercial
relationships
The Group has well-established,
long-term relationships with
a number of site- owners. The
deterioration in the relationship
with, or ultimately the loss of, a key
account would have an adverse,
albeit contained, impact on the
Group’s results, bearing in mind that
the Group’s turnover is spread over
a large client base and none of the
accounts represent more than 2% of
Group turnover.
To maintain its performance, the
Group needs to have the ability to
continue trading in good conditions
in France and the UK.
The Group’s major key relationships
are supported by medium-
term contracts. The Group
actively manages its site-owner
relationships at all levels to ensure a
high-quality service.
The Group continues to monitor the
situation in both the French and the
UK markets.
Operational
Nature of risk Description and impact Mitigation
Reliance on foreign
manufacturers
The Group sources most of its
products from outside the UK.
Consequently, the Group is subject
to risks associated with international
trade. This could impact
competitiveness and profitability.
Conducting research into quality
and ethics before the Group
procures products from any new
country or supplier. The Group
maintains very close relationships
with both its suppliers and shippers
to ensure that risks of disruption
to production and supply are
managed appropriately.
Reputation The Group’s brands are key assets
of the business. Failure to protect
the Group’s reputation and brands
could lead to a loss of trust and
confidence. This could result in a
decline in our customer base.
The protection of the Group’s
brands in its core markets is
sustained with certain unique
features. The appearance of
the machine is subject to high
maintenance standards.
Furthermore, the reputational risk is
diluted as the Group also operates
under a range of brands.
Product and service
quality
The Board recognises that the
quality and safety of both its
products and services are of critical
importance and that any major
failure could affect consumer
confidence and the Group’s
competitiveness.
The Group continues to invest in
its existing estate, to ensure that
it remains contemporary, and in
constant product innovation to
meet customer needs.
The Group also has a programme
in place to regularly train its
technicians.
Principal risks continued
MEGroup plc Annual Report 202542
Strategic report
Technological
Nature of risk Description and impact Mitigation
Failure to keep up
with advances in
technology
The Group operates in fields where
upgrades to new technologies are
critical. Failure to exceed or keep in
step could result in a lack of ability
to compete.
The Group mitigates this risk by
continually focusing on R&D.
Cyber risk: Third
party attack on
secure ID data
transfer feeds
The Group operates an increasing
number of photobooths capturing
ID data and transferring these data
directly to government databases.
The rising threat of cybercrime could
lead to business disruption as well
as to data breaches.
The Group undertakes an ongoing
assessment of the risks and ensures
that the infrastructure meets the
security requirements.
Environmental
Nature of risk Description and impact Mitigation
Increased potential
legislation and the
rising cost of waste
disposal. Energy
consumption, water
scarcity, and rising
car fuel prices (for
employees, suppliers,
transportation and
final consumers) and
raising awareness
of the climate crisis
amongst consumers
The rising costs associated with
compliance with such increased
demands could impact on overall
profitability.
The Group focuses on reducing the
amount of waste produced; and
the recovery, refurbishment and
resale of electrical equipment such
as children’s rides which promote
the principle embodied in recent
legislation of reuse before recycling.
Strategic report
MEGroup plc Annual Report 2025 43
Statement from CEO
I believe that for ME Group, sustainability
is aresponsibility and must be embedded
within every aspect of the business.
Sustainability can be a driver of
innovation and an opportunity for
growth. Our focus on sustainability is
helping us to reduce our environmental
impactwhile also delivering benefits to
society. I believe that the progress we
have made this past financial year in
partreflects the commitment of our
teams worldwide and ourvision for a
sustainable future.
Serge Crasnianski
CEO and Deputy Chairman
Non-financial and sustainability information statement
Sustainability
atMEGroup
MEGroup plc Annual Report 202544
Strategic report
Executive summary
ME Group International plc (“ME Group”)
operates a global portfolio of automated instant-
service equipment, including photobooths,
laundries and other self-service solutions,
with operations across 16 countries in Europe,
Asia-Pacific and beyond. The Group’s business
model is based on long-life assets, recurring
services and long-term partnerships with public
and private site owners, enabling predictable
revenues, strong cash generation and long-term
value creation.
Sustainability is intrinsically linked to this
operating model. ME Group’s equipment is
designed to operate over extended lifecycles
and is supported by ongoing maintenance,
modular upgrades and continuous innovation.
This approach prioritises efficiency, durability and
responsible resource use, while supporting the
delivery of accessible local services embedded in
everyday, high-footfall locations.
During the year, ME Group continued to advance
its sustainability agenda, building on progress
made in previous years. Key developments
included further investment in energy
efficiency and digitalisation, the completion of
a greenhouse gas emissions assessment for
French operations, and the completion of a
Double Materiality Assessment in preparation
for future CSRD reporting. In parallel, the Group
strengthened initiatives related to employee
wellbeing, internal communication, inclusion and
local community engagement.
Statement from the
ChiefExecutiveOfficer
ME Group’s long-term success depends on
the resilience, efficiency and responsibility of
its operations. As a global business operating
a large and geographically dispersed estate
of automated equipment, we recognise our
responsibility to manage our environmental and
social impacts while maintaining the quality,
reliability and security of the services we provide.
In 2025, we continued to take pragmatic steps
to improve our sustainability performance. We
focused on reducing energy consumption across
our equipment fleet, advancing digital tools to
improve operational efficiency and cybersecurity,
and supporting our employees through
wellbeing, training and engagement initiatives.
These actions reflect our belief that sustainability
should be embedded in day-to-day operations
rather than treated as a standalone activity.
We are also conscious of the rapidly evolving
regulatory and stakeholder landscape. The
work undertaken this year, including the Double
Materiality Assessment and greenhouse gas
emissions assessment conducted with external
support, strengthens our understanding of key
sustainability topics and provides a more robust
foundation for future reporting and action.
ME Group’s commitment to sustainability
ME Group is committed to conducting its
activities responsibly and sustainably across all
regions in which it operates. This commitment
is underpinned by a focus on operational
efficiency, innovation, employee wellbeing and
ethical business practices, and is aligned with the
Group’s purpose of providing local services that
make everyday life easier.
The Group’s sustainability approach reflects the
decentralised nature of its operations and the
diversity of its markets. While local contexts vary,
common principles apply across the organisation,
including compliance with applicable regulations,
respect for human rights, responsible
management of resources and continuous
improvement over time.
ME Group recognises that sustainability is
a continuous process. The Group therefore
prioritises incremental progress, data-driven
decision-making and transparency, while
aligning sustainability initiatives with its long-
term strategic objectives and business model.
Strategic report
MEGroup plc Annual Report 2025 45
Key achievements and highlights from
the last 12 months
During the reporting year, ME Group delivered
a range of sustainability-related initiatives and
milestones, including:
▪ Completion of a comprehensive greenhouse
gas emissions assessment for French
operations, covering Scopes 1, 2 and relevant
Scope 3 categories.
▪ Completion of a Double Materiality Assessment
for France, identifying the most material
environmental, social and governance topics
under CSRD requirements.
▪ Retrofitting of approximately 2,700 photobooth
cabins with LED lighting, reducing energy
consumption and maintenance needs.
▪ Introduction into production of 610W dual solar
panels for approximately 500 laundromat
kiosks, supporting increased on-site renewable
energy generation.
▪ Continued rollout of modularised equipment,
including Evobooths and Starbooths,
extendingasset lifecycles and reducing the
need for full replacement.
▪ Ongoing digital transformation, including
migration from local servers to cloud
infrastructure and deployment of a new
technician application to improve efficiency
and reduce travel.
▪ Expansion of employee wellbeing initiatives,
including confidential psychological support
available to all employees.
▪ Launch of a new internal intranet to strengthen
communication, collaboration and
engagement across the Group.
▪ Participation in local sustainability and SDG
initiatives, particularly in France.
Sustainability atME Group continued
Double materiality assessment
In 2025, ME Group completed a Double
Materiality Assessment (DMA) for its French
operations, supported by an independent
external adviser, as part of its preparation
for future reporting under the EU Corporate
Sustainability Reporting Directive (CSRD). This
assessment superseded the Group’s initial DMA
conducted in 2022.
The assessment aimed to identify and prioritise
sustainability topics that are material to
ME Group from both an impact perspective (the
impacts of the Group’s activities on people and
the environment) and a financial perspective
(sustainability-related risks and opportunities
that could affect the Group’s financial
performance, position or future prospects).
Methodology
The DMA followed a structured four-phase
approach aligned with ESRS guidance:
1.
Context analysis and scoping, including
a review of ME Group’s activities, value
chain, geographic footprint and existing
sustainability practices.
2.
Identification of potential impacts, risks and
opportunities, resulting in the identification
of 42 potential IROs acrossenvironmental,
social and governance themes
3.
Stakeholder consultation and scoring,
involving internal workshops and
consultations with selected external
stakeholders, including customers,
suppliers, employee representatives and
financial partners. IROs were assessed
based on criteria including severity,
likelihood, scale and potential financial
effects across short-, medium- and long-
term horizons.
4.
Validation and threshold application,
with results consolidated, reviewed for
consistency and validated by senior
management.
KPI snapshot
ME Group reports key sustainability
indicators where data quality and
availability allow. These currently include
greenhouse gas emissions, energy
consumption, training hours and selected
workforce metrics. Data maturity varies
across regions, reflecting differences in
systems and regulatory requirements, and
the Group continues to strengthen data
collection processes progressively.
MEGroup plc Annual Report 202546
Strategic report
Customers and Communities; Environmental
Stewardship and Governance and Ethics. These
focus areas guide sustainability initiatives and
disclosures across the Group.
Responsible Operations - Enhancing operational
reliability, digital maturity, supply chain integrity
and ethical governance systems that underpin
risk management, data security and long-term
business continuity.
People and Workplace - Focusing on attracting,
developing and retaining a capable, diverse
and engaged workforce, promoting health and
safety, inclusive culture and opportunities for skills
development across the organisation.
Customers and Communities - Supporting the
delivery of accessible, reliable and safe services
for customers, while fostering positive social
value and community engagement through
responsible sourcing, local partnerships and
inclusive service delivery.
Environmental Stewardship - Driving continuous
improvement in resource efficiency, lifecycle
impacts and circular practices, with emphasis
on operational optimisation, responsible
procurement and waste reduction across the
Group’s asset estate.
Governance and Ethics - Ensuring robust
oversight, accountability and ethical
conductthrough formalised policies, board
oversight and transparent disclosure of
performance against evolving stakeholder
andregulatory expectations.
Key outcomes
The assessment identified a focused set of
material topics, reflecting ME Group’s specific
business model and decentralised operating
structure. Key material topics include:
▪ Climate change mitigation and energy
consumption, driven by the energy use of
equipment, manufacturing, logistics and
technician travel.
▪ Supply chain practices, including potential
environmental and social impacts associated
with international sourcing and supplier
concentration.
▪ Working conditions, health and safety,
particularly for technical and operational staff.
▪ Cybersecurity and digital risks, reflecting the
increasing digitalisation of services and
connected systems.
▪ Innovation, identified primarily as an
opportunity to reduce environmental impacts
and improve efficiency.
▪ Business conduct and reputation, including
relationships with financial partners.
While the DMA applies formally to French
operations, its findings are considered highly
representative of the Group’s broader activities
and inform ME Group’s sustainability priorities at
Group level.
Sustainability framework
ME Group structures its sustainability approach
around five interconnected focus areas:
Responsible Operations; People and Workplace;
Materiality impact
(Threshold at 2.5)
S2: Value chain
E1: Climate change
E2: Pollution
S1: Business impact
E5: Resource and Waste
Entity specific
S4: Users and consumers
G1: Governance
E3: Water
E4: Biodiversity
0 0.5 1 1.5 2 2.5 3 3.5 4
4
3.5
3
2.5
2
1.5
0.5
0
Financial materiality (threshold at 2)
Strategic report
MEGroup plc Annual Report 2025 47
Sustainability atME Group continued
Responsible operations
Responsible innovation plays a key role in
supporting ME Group’s service reliability,
operational efficiency and environmental
performance across its geographically
dispersedequipment estate. The Group’s
approach focuses on continuous improvement,
leveraging technology, data and in-house
expertise to optimise performance and reduce
resource intensity.
Product optimisation and
energyefficiency
ME Group continued to optimise its equipment
fleet during the year, with a focus on improving
energy efficiency, durability and maintenance
requirements. The replacement of conventional
lighting with LED systems across approximately
3,000 photobooth cabins has reduced electricity
consumption while also lowering maintenance
needs and improving operational reliability.
In laundromat operations, the ongoing transition
to higher-capacity solar panels supports
increased on-site renewable energy generation,
contributing to reduced reliance on external
energy sources where local conditions allow.
These initiatives form part of a broader approach
to standardising and upgrading equipment
across markets as assets are renewed or replaced.
Research and development
ME Group operates in-house R&D centres
in France and Vietnam, employing more
than 50 engineers. R&D activities focus on
improving equipment efficiency, robustness and
environmental performance, while supporting the
deployment of new technologies and services.
Ongoing development work includes a water-
saving expansion tank project and a review of
tumble dryer output settings which could reduce
electricity consumption by up to 20%. These
projects remain under evaluation, reflecting the
Group’s iterative approach to innovation and
continuous improvement.
Digitalisation and cybersecurity
The Group continued its transition to cloud-based
infrastructure, enhancing data security, system
resilience and accessibility across operations.
Digital tools play an increasingly important
role in supporting efficient maintenance and
servicingactivities.
During the year, the deployment of the
ME Field technician application supported
improved maintenance planning, diagnostics
and reporting. By enabling more targeted
interventions and better visibility of equipment
status, the application contributes to more
efficient servicing and helps to reduce
unnecessary travel by field engineers.
Cybersecurity considerations are integrated
into the Group’s digital strategy, supporting the
protection of operational systems and data as
digitalisation continues to expand.
People and workplace
ME Group’s workforce includes field engineers,
R&D specialists, operational teams and
corporatesupport functions across multiple
countries. A large and geographically dispersed
network of field engineers plays a critical role
in maintaining service quality, safety and
equipment uptime across the Group’s extensive
equipment estate.
The Group is committed to fostering a
collaborative, inclusive and performance-driven
culture, supporting employees to develop
their skills, adapt to evolving technologies and
progress their careers. This commitment is
reflected in ME Group’s approach to training,
wellbeing, diversity and engagement across its
international operations.
Health, safety and wellbeing
Health, safety and wellbeing are priorities for
ME Group, particularly for employees working
in technical and operational roles. The Group
applies health and safety procedures appropriate
to local regulatory requirements and operational
contexts, supported by training, clear guidance
and preventive measures.
ME Group seeks to promote a strong safety
culture across the organisation, encouraging
employees to follow established procedures
andto remain attentive to risks associated
withday-to-day operations, including the
installation, maintenance and servicing
ofequipment.
Case study – Employee wellbeing
(Moka Care)
In November 2024, ME Group expanded
access to confidential psychological support
through a partnership with Moka Care.
The programme provides employees with
personalised wellbeing support, access to
expert resources and awareness sessions.
Engagement during the reporting period
was strong, reflecting growing awareness
of mental health and the importance of
accessible support services.
MEGroup plc Annual Report 202548
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Training, skills development
andengagement
Training and onboarding programmes are
central to supporting the safe and effective
deployment of new technologies and services
across the Group. These programmes are
particularly important for field engineers and
operational teams, where technical expertise,
safety awareness and service quality are critical.
During the reporting period, ME Group
continued to deliver training across a range
of technical, operational and behavioural
themes, adapted to local needs and regulatory
environments. In France, more than 350 training
sessions were delivered during the year, covering
a variety of topics including skills development
and safety-related training.
In the UK, employees completed 106 training
courses between 1 November 2024 and
31 October 2025. In addition, over 270 hours of
external training were delivered, focusing on
supporting and awareness-based topics such as
unconscious bias, sexual harassment awareness
and disability awareness.
Alongside formal training, ME Group seeks to
promote knowledge-sharing and engagement
across teams. During the year, a new intranet
platform was launched to centralise internal
information, reduce reliance on email
communications and strengthen collaboration
across functions and geographies.
Equality, diversity and inclusion
Equality, diversity and inclusion (EDI) are central
to ME Group’s culture and to its commitment
to fostering a working environment in which
everyone can thrive. The Group aims to ensure
that its approach to EDI is embedded consistently
across the business through training, awareness
initiatives and appropriate policies.
Training programmes delivered during the
year,including those focused on unconscious
bias, sexual harassment awareness and
disabilityawareness, support greater
understanding of inclusion-related topics
and help to promote respectful and inclusive
behaviours across the organisation.
Further information on the Group’s approach to
EDI, including relevant policies and performance
during the reporting period, is set out on page 83
of this Annual Report.
Gender diversity
ME Group monitors gender diversity across
its workforce and senior management as part
of its broader commitment to inclusion and
transparency. The tables below present the
gender composition of the Group’s employees as
at 31 October 2023, 2024 and 2025.
While the Group’s workforce remains
predominantly male, reflecting the technical
and operational nature of many roles, ME Group
continues to seek opportunities to promote
diversity across functions and levels, in line with
local labour markets and recruitment practices.
Total Male Female
31 October 2023
The Board of ME Group 8 5 3
Senior Group managers (excluding directors of ME Group) 21 15 6
Employees (excluding above) 1,172 968 204
Total 1,201 988 213
31 October 2024
The Board of ME Group 8 5 3
Senior Group managers (excluding directors of ME Group) 21 15 6
Employees (excluding above) 1,101 906 195
Total 1,130 926 204
31 October 2025
The Board of ME Group 8 6 2
Senior Group managers (excluding directors of ME Group) 23 20 3
Employees (excluding above) 1,102 908 194
Total 1,133 934 199
Case study – Disability awareness
ME Group participated in Disability
Awareness Week linked to the European
Week for the Employment of People
with Disabilities (SEEPH). The initiative
aimed toraise awareness and encourage
dialoguearound disability inclusion,
reinforcing the Group’s commitment to
aninclusive workplace
Strategic report
MEGroup plc Annual Report 2025 49
Sustainability atME Group continued
Customers and communities
Communities and responsible sourcing
ME Group engages with local communities
and suppliers in ways that reflect local
priorities and regulatory environments. This
includes partnerships with social enterprises,
supported employment organisations and
local manufacturers, contributing to economic
inclusion and regional development alongside
operational needs.
Responsible sourcing considerations are
increasingly integrated into procurement
decisions, taking into account factors such as
supplier proximity, compliance requirements and
product specifications, particularly where safety
or regulatory standards apply.
Environmental stewardship
Environmental stewardship and
circulareconomy
ME Group’s environmental approach is grounded
in the optimisation of asset lifecycles, operational
efficiency and responsible sourcing. Given the
long-life nature of the Group’s equipment estate,
priority is placed on maintenance, modular
upgrades and targeted efficiency improvements
rather than frequent replacement. This approach
supports reduced material use, lower waste
generation and improved environmental
performance over time.
Across its operations, ME Group continues to
implement waste sorting and recycling practices
where local infrastructure allows. The Group
also seeks to reduce environmental impacts
associated with procurement and logistics by
favouring local and regional sourcing where
feasible. More than 80% of the Group’s suppliers
are located in Europe, supporting closer supplier
relationships, improved oversight and reduced
reliance on long-distance transportation.
Environmental initiatives are implemented
at both Group and local levels, reflecting the
decentralised nature of operations and the need
to adapt practices to national regulations and
market conditions.
Governance and ethics
Sustainability governance
Sustainability governance at ME Group is a
Board responsibility and is embedded within
existing management and oversight structures.
Environmental, social and governance
considerations are addressed through relevant
functions, including operations, procurement,
human resources, finance and risk management.
Sustainability topics are considered alongside
other strategic and operational matters,
reflecting an integrated approach to decision-
making and risk management. While the Group
does not operate a standalone ESG governance
framework, sustainability considerations are
increasingly incorporated into management
discussions, investment decisions and risk
assessments across the organisation.
Ethics, policies and management systems
ME Group maintains internal policies and
procedures covering ethics, compliance, human
resources, health and safety and operational
standards. These policies support responsible
conduct, fair treatment of employees and
Case study – Responsible
procurement of curtains at KIS
As part of its commitment to responsible
sourcing and continuous improvement,
ME Group has continued to evolve its
procurement practices for curtains used at
KIS sites. This case study builds on progress
reported in the prior year and illustrates
a shift toward greater diversification and
localisation of suppliers.
As at 31 October 2024, curtain procurement
was split between suppliers in China (55%)
and France (36%) including French prison
workshops (8%), with no sourcing from other
European suppliers.
By 31 October 2025, the sourcing profile had
further diversified. Curtains sourced from
China decreased to 33%, while procurement
from French prison workshops remained
stableat 9%.
The remaining was sourced from suppliers in
France and Europe, including AEI, a French
disability support association (11%), and
TESTORI, a new supplier based in Italy (4%).
TESTORI also manufactures M1 fire-resistant
curtains, meeting specific safety requirements,
including those imposed by the SNCF.
This evolution reflects ME Group’s efforts to
balance operational requirements, regulatory
compliance and social considerations, while
progressively increasing the share of local and
European sourcing where appropriate.
MEGroup plc Annual Report 202550
Strategic report
governancebodies, supporting gender and
broader diversity representation in
leadershipprogression and organisational
decision-making.
▪ Anti-Corruption and Bribery Policy
Applicable to all directors, officers and
employees of ME Group and its subsidiaries,
this policy outlines the Group’s zero-tolerance
position on bribery and corruption, aligned with
international standards and legal frameworks.
It governs conduct in commercial interactions
and third-party relationships and requires the
maintenance of accurate financial records and
appropriate internal controls.
▪ Whistle Blowing Policy
The Whistleblowing Policy applies to all ME
Group personnel and provides a confidential
mechanism for reporting concerns related to
wrongdoing, including breaches of law,
financial irregularities, safety concerns or
ethical violations. The policy ensures protection
from retaliation for individuals who raise
concerns in good faith.
These policies are established at Group level and
are adapted and implemented locally across
each country of operation.
Case study – Energy management
at the Group’s research and
development (R&D) facilities
At the Group’s R&D facilities, an
environmental committee oversees
initiatives aimed at reducing energy
consumption. Actions include equipment
upgrades, improvements to facility
management practices and employee
awareness initiatives.
These measures support ongoing
effortstoimprove energy efficiency and
embedenvironmental considerations into
day-to-day operations.
compliance with applicable laws and regulations
across jurisdictions. Policies are reviewed
periodically to ensure continued relevance.
▪ Modern Slavery Statement
This policy applies to ME Group International
plc and its subsidiaries worldwide and sets out
the Group’s approach to identifying, managing
and mitigating the risk of modern slavery and
human trafficking in its business and supply
chain. It reflects compliance with applicable UK
statutory requirements and outlines
expectations for vendors and partners to
uphold labour and human rights standards.
▪ Equality, Diversity and Inclusion Statement
This policy applies to all ME Group employees
globally and establishes a zero-tolerance
approach to discrimination on protected
grounds in line with applicable laws such as the
UK Equality Act 2010, while also setting out
expectations for inclusive behaviour and equal
opportunity within recruitment, development
and workplace culture.
▪ Diversity Policy
Complementing the Equality and Inclusion
Statement, the Diversity Policy applies
acrossthe Group and specifically addresses
thecomposition of leadership and
Strategic report
MEGroup plc Annual Report 2025 51
Sustainability atME Group continued
Sustainability metrics
The 2025 greenhouse gas assessment for French operations identified Scope 3 emissions as the largest
contributor, reflecting the asset-intensive nature of the business and the importance of manufacturing
and logistics within the value chain. Energy consumption remains a key focus due to the scale of the
equipment estate.
ME Group also reports workforce metrics, including training hours and gender diversity, where data is
available. Data collection systems continue to evolve across regions.
Global GHG Emissions
12 months ended
31October 2025
Restated
*
12 months ended
31October 2024
Previously reported
12 months ended
31October 2024
UK and Offshore
Scope CO2 emissions items
Tons of CO
2 Tons of CO2 Tons of CO2
Scope 1 Energy - Gas 10.5 2.4 241
Scope 2 Energy - Electricity 12.1 2 2
Scope 3 Use (machines operation) 5,080 4,081 4,081
Scope 3 Travel
Scope 3 Inputs for machine production
Scope 3 Car fleet 524 280 280
Scope 3 Purchasing for the Group
Scope 3 Inputs for machine user
Scope 3 Direct waste 43 43
Total 5,626.6 4,408.4 4,647
Number of machines 6,317 5,444 5,444
Intensity ratio 0.8907 0.8098 0.8536
Overseas
Scope CO2 emissions items
Tons of CO
2 Tons of CO2 Tons of CO2
Scope 1 Energy - Gas 97. 2 14 14
Scope 2 Energy - Electricity 209.1 300 300
Scope 3 Use (machines operation) 39,588 28,148 28,148
Scope 3 Travel 168 230 230
Scope 3 Inputs for machine production
Scope 3 Car fleet 3,593 3,457 3,457
Scope 3 Purchasing for the Group
Scope 3 Inputs for machine user
Scope 3 Direct waste 80 80
Total 43,655.3 32,229 32,229
Number of machines 42,306 42,005 42,005
Intensity ratio 1.0319 0.7672 0.7672
Group
Scope CO2 emissions items
Tons of CO
2 Tons of CO2 Tons of CO2
Scope 1 Energy - Gas 121.9 255 255
Scope 2 Energy - Electricity 234.4 303 303
Scope 3 Use (machines operation) 44,668 32,230 32,230
Scope 3 Travel 168 230 230
Scope 3 Inputs for machine production
Scope 3 Car fleet 4,116 3,737 3,737
Scope 3 Purchasing for the Group
Scope 3 Inputs for machine user
Scope 3 Direct waste 123 123
Total 49,308.3 36,878 36,878
Number of machines 48,622 47,449 47,449
Intensity ratio 1.0141 0.7772 0.7772
*Note: In the context of carbon reporting and sustainability (as with our energy consumption data), an intensity ratio is a measure that puts
your CO₂ emissions into perspective with the number of machines in the field.
Electricity - Gas
▪ ME Group distinguishes between electricity and gas because our emission factors are very different
(gas is generally more polluting per kWh than electricity in countries with a decarbonised energy mix
such as France or Switzerland).
MEGroup plc Annual Report 202552
Strategic report
▪ For electricity, carbon intensity factors (sources: IEA/ADEME) were applied. For gas, a standard factor of
0.227 kg/kWh was applied.
▪ Although the Group gas consumption is 50% of its electricity consumption by volume, gas accounts for
one-third of our total emissions.
▪ Operations in Japan and at KIS facilities account for approximately 73% of our total carbon footprint.
ForKIS, this is mainly due to gas consumption, while for Japan, the carbon intensity of the national
electricity grid is the main factor.
Machines
▪ Although the Asia-Pacific (APAC) region accounts for only 31% of the machine fleet, it generates 59%
ofour total CO₂ emissions. This is due to the high carbon intensity of the electricity grids in this region
(particularly in Japan, Vietnam and China).
▪ Europe is the largest fleet (56%), but due to a more decarbonised energy mix, it accounts for only
about30% of our machine carbon impact.
▪ Revised global total: The footprint for machine operation amounts to approximately 44,668 tonnes of CO₂.
Energy consumption
UK and Offshore
12 months ended
31October 2025
Restated
*
12 months ended
31October 2024
Previously reported
12 months ended
31October 2024
UK and Offshore
Types of energy consumed MWh MWh MWh
Energy - Gas 244,617 116,149 1,035.1
Energy - Electricity 109,753 73,666 10.1
Use (machines operation) 20,305,761 25,382,173 17,506.0
Heating
Cooling
Other type of fuel (Petrol & Diesel for cars) 1,987 1,202 1,202
Total 20,662,118 25,573,190 19,753.3
Overseas
Types of energy consumed
MWh MWh MWh
Energy - Gas 407,897 12,681 59.8
Energy - Electricity 1,008,468 1,285,082 1,288.6
Use (machines operation) 135,989,185 112,860,302 120,736.5
Heating
Cooling
Other type of fuel (Petrol & Diesel for cars) 13,605 14,824 14,823.7
Total 137,419,154 114,172,889 136,908.7
Group
Types of energy consumed
MWh MWh MWh
Energy - Gas 524,046 1,094,864 1,094.9
Energy - Electricity 1,106,977 1,298,748 1,298.7
Use (machines operation) 156,294,410 138,242,475 138,242.5
Heating
Cooling
Other type of fuel (Petrol & Diesel for cars) 15,592 16,026 16,025.9
Total 157,941,025 140,652,113 156,662.0
*Note: After reviewing comparison figures, it appeared that some conversions were not correct. We therefore amended 2024 data to be
consistentwith 2025 data.
Methodology used to calculate energy and GHG emissions data:
▪ The data detailed in the table above represents the emissions and energy used for which ME Group is
responsible and is incorporated by reference in the Corporate Governance section on pages 76 to 87
▪ Data based on actual utilities invoices for Head Office consumption
▪ Kilometres travelled by cars, multiplied by the CO₂ emissions (by kilometre) for every car in the Groupfleet
▪ Theoretical consumption by machines, multiplied by average number of machines for each country of
operation. Mainly it is the partners who pay for the electricity consumed by the Group’s operating
machines, not the Group. A theoretical consumption has therefore been calculated based on an
averagehourly consumption and an average number of hours of uptime per day
Strategic report
MEGroup plc Annual Report 2025 53
The decentralised nature of the Group’s operations limits exposure to single-location climate risks.
Scenario analysis has not yet been conducted, reflecting the current reporting scope and regulatory
timelines. The completion of the greenhouse gas emissions assessment and Double Materiality
Assessment provides a foundation for future enhancements to climate-related analysis.
Compliance statement and progress
ME Group acknowledges that it is not fully compliant with all the TCFD recommended disclosures.
Despite the identified gaps, it is committed to achieving full disclosure in FY2027. The Group has
summarised its progress towards full compliance in the last year in the TCFD Compliance Index table.
TCFD Compliance Index
Recommended disclosure
FY 2025
compliance
Steps to be undertaken to achieve full
compliance
Commitment to full
compliance
Governance
a) Describe the Board’s oversight
of climate-related risks and
opportunities
Full
b) Describe management’s role in
assessing and managing
climate-related risks and
opportunities
Full
TCFD report
ME Group continues to align its climate-related
disclosures with the recommendations of the Task
Force on Climate-related Financial Disclosures
(TCFD). Climate considerations are integrated into
governance and risk management processes through
existing structures.
MEGroup plc Annual Report 202554
Strategic report
Recommended disclosure
FY 2025
compliance
Steps to be undertaken to achieve full
compliance
Commitment to full
compliance
Strategy
a) Describe the climate-related
risks and opportunities the
Companyhas identified over the
short, medium andlong term
Partial The 2025 double materiality assessment
confirmed climate-related risks and
opportunities as material to ME Group’s
business and long-term value creation
across the short, medium and long term.
FY2027
b) Describe the impact of
climate-related risks and
opportunities on the Company’s
businesses, strategy and financial
planning
Partial
(Inprogress)
Enhance assessment of its climate-
related risks and opportunities to
evaluate the financial impact on the
business, along with the effects on the
Group’s strategy, business model, and
all stages of the supplychain
FY2027
c) Describe the resilience of the
Company’s strategy, taking into
consideration different climate
scenarios, including a 2°C or lower
scenario
Non-
compliant
Currently, the Group has not conducted
climate resilience testing under different
scenarios due to the expansion of its
reporting scope to include the
Corporate Sustainability Reporting
Directive (CSRD) and the need for
timeline alignment across reporting
requirements. However, it acknowledges
the importance of incorporating climate
resilience into its risk management
practices. Aspart of its commitment to
continuous improvement, it intends to
integrate climate resilience testing into
its strategic framework by FY2027
FY2027
Risk Management
a) Describe the Company’s
processes for identifying and
assessing climate-related risks
Full
b) Describe the Company’s
processes for managing
climate-related risks
Full
c) Describe how processes for
identifying, assessing, and
managing climate-related risks
are integrated into the Company’s
overall risk management
Partial
(Inprogress)
ME Group will continue to review its risk
management framework to identify the
most effective ways to integrate
climate-related risks into its processes.
This approach considers how climate
change may influence the Group’s
Principal Risks, even though it is not
classified as a principal risk itself
FY 2027
Metrics and Targets
a) Disclose the metrics used by the
Company to assess climate-
related risks and opportunities in
line with its strategy and risk
management process
Partial
(Inprogress)
The Group is in the process of identifying
relevant metrics in line with its business
strategy and risk management
processes and has long term plans of
developing additional metrics
FY 2027
b) Disclose Scope 1, Scope2,and,
if appropriate, Scope 3
greenhouse gas (GHG) emissions,
and the related risks
Partial
(Inprogress)
The Group is in the process of
consolidating emissions data across
locations, including scope 1-3
FY 2027
c) Describe the targets used by
the Company to manage
climate-related risks and
opportunities and performance
againsttargets
Partial
(Inprogress)
The Group is working on developing
more comprehensive and quantifiable
targets to ensure we can accurately
measure our performance
FY 2027
Strategic report
MEGroup plc Annual Report 2025 55
Recommended disclosure
FY 2025
Compliance
Description, location of disclosure progress to date and reason for
omission (if appropriate)
Governance Disclosure of the Company’s governance around climate-related risks and
opportunities
a) Describe the Board's
oversight of climate-
related risks and
opportunities
Full The Board holds primary responsibility for environmental stewardship
and exercises oversight of climate-related risks and opportunities
through:
▪ Quarterly Senior management updates on climate related matters
▪ Keeping abreast on industry best practices and recommendations (if
any) from major shareholders and other stakeholders including
customer recommendations
From the results of the double materiality assessment carried out in
2025, 7 climate related risks and 3 climate related opportunities were
identified highlighting the need for robust governance over the material
risks and opportunities.
b) Describe
management’s role in
assessing and managing
climate-related risks and
opportunities
Full At ME Group, the Board, The Executive Team and the Sustainability
Committee are responsible for managing climate-related risks and
opportunities
Oversight of the risk management and health, safety and environmental
functions ultimately sit with the Chief Operating Officer with delegated
authority through line management.
The Sustainability Committee comprising the Group Human Resources
Director and a global network of CSR representatives is responsible for
providing guidance and climate risk and opportunities related
recommendations to the Executive Team.
A more detailed overview of the Group’s corporate governance and
organisational structure is included within the Corporate Governance
section on pages 76 to 87.
The Group operates in very different national markets with differing
national laws, preferences and cultures. As a result, operational direction
and management of sustainability lie primarily with national business
managers, who are best placed to ensure compliance with their national
legislation and market customs and expectations. The Executive Team,
who report to the Board, therefore take a holistic approach to overseeing
sustainability and take responsibility for assessing climate-related risks
and opportunities.
Strategy Disclosure of the actual and potential impacts of climate-related risks
andopportunities on the Company's material business, strategy, and
financial planning
a) Describe the climate-
related risks and
opportunities the
Company has identified
over the short, medium
and long term
Full From the results of the double materiality assessment carried out in
2025, the following climate risks were identified:
▪ GHG emissions from ME Group’s energy consumption – Negative
impact (E1 Climate Change)
▪ Energy consumption related to servers – Negative impact (E1Climate
Change)
▪ GHG impact from product manufacturing – Negative impact
(E1Climate Change)
▪ CO₂ impact from technician travel – Negative impact (E1Climate
Change)
▪ High carbon footprint due to international logistics – Negative impact
(E1 Climate Change / E2 Pollution)
▪ Digital pollution – Negative impact (E1 / E2)
▪ Reputational or banking relationship risk in case of lack of CSR/
Climate strategy – Risk (Entity-specific: Banking relationships)
TCFD disclosures
TCFD report continued
MEGroup plc Annual Report 202556
Strategic report
Recommended disclosure
FY 2025
Compliance
Description, location of disclosure progress to date and reason for
omission (if appropriate)
Strategy Disclosure of the actual and potential impacts of climate-related risks
andopportunities on the Company's material business, strategy, and
financial planning
a) Describe the climate-
related risks and
opportunities the
Company has identified
over the short, medium
and long term
Full Climate-related opportunities were also identified:
▪ Reduction of operating costs and CO₂ emissions – Opportunity(E1)
▪ Digitalization of maintenance activities – Opportunity (E1 / E2)
▪ Development of low environmental impact equipment – Opportunity
(Entity-specific: Innovation)
Fortified with the results of the recent double materiality results,
ME Group is committed to establishing and implementing plans to
adequately manage risks identified and tap into opportunities available.
As part of the organisation’s transformation, ME Group will continue to
monitor short, medium and long-term climate-related risks and
opportunities to ensure full disclosure in the future.
b) Describe the impact of
climate-related risks and
opportunities on the
Company's businesses,
strategy and financial
planning
In progress Leveraging the double materiality assessment results, ME Group will
fortify its efforts to mitigate exposure to risks identified, and the
emissions which the business generates, by taking the actions detailed in
the Environment section on page 50 et seq.
The Group recognises the broader impact of climate-related issues on
the entire business, which has led to the adoption of a systemic approach
to sustainability. This approach supports the Group’s growth strategy
and operations by integrating social, environmental, and economic
expectations into its strategy and operations.
In addition to the work undertaken to formulate the Group Sustainability
Materiality Matrix disclosed on page 47, The Group remains committed
to continuous assessment of climate-related topics in order to
understand their impact on the business financially, on its strategy and
business model, as well as on all stages of the supply chain.
c) Describe the resilience
of the Company's
strategy, taking into
consideration different
climate scenarios,
including a 2°C or lower
scenario
Non-
compliant
In the current reporting period, the Group did not conduct a climate
scenario analysis owing to the expansion of its reporting scope to include
the CSRD and the need for timeline alignment across reporting
requirements. The Group plans to conduct a scenario analysis by FY2029
while working on reducing its energy consumption and gradually
transitioning to renewable energy sources.
Risk Management Disclosure of how the Company identifies, assesses, and manages
climate-related risks.
a) Describe the
Company's processes for
identifying and assessing
climate-related risks
Full The Group has identified its key climate-related risks through its
established governance framework and recent double materiality
assessment. Relevant environmental, social and governance risks were
identified and assessed based on financial and impact materiality to the
Group and in relation to its short and long-term ambitions, and the
expectations of key stakeholders.
As part of this effort, the Group has continued reporting on climate-
related risks and mitigation actions, with a firm commitment to fully
comply with TCFD recommendations in future reporting periods.
b) Describe the
Company's processes for
managing climate-
related risks
Full Given the recent double materiality assessment, climate risks have been
identified and ME Group is currently taking steps to mitigate new risks
identified fortifying existing climate mitigation and adaptation efforts.
Further details in relation to mitigating actions are outlined in the
Sustainability Statement to be found on pages 54 to 60.
Strategic report
MEGroup plc Annual Report 2025 57
Recommended disclosure
FY 2025
Compliance
Description, location of disclosure progress to date and reason for
omission (if appropriate)
Risk Management Disclosure of how the Company identifies, assesses, and manages
climate-related risks
c) Describe how processes
for identifying, assessing,
and managing climate-
related risks are
integrated into the
Company's overall risk
management
In Progress Since 2021, the Group has been integrating a systemic sustainability
approach globally to help achieve carbon neutrality by 2040. This
systemic environmental approach and focus on inventing eco-
responsible local services together supports the Group’s growth strategy
and operations by integrating social, environmental, and economic
expectations into the Group’s strategy and operations.
The Group’s materiality matrix is centered on the Group’s key challenges
in relation to its short and long-term ambitions. The double materiality
assessment conducted in 2025 identified risks and opportunities aligned
with the five focus areas of our sustainability framework:
(i) Responsible operations;
(ii) People and workplace;
(iii) Customers and communities;
(iv) Environmental stewardship; and
(v) Governance and Ethics
For further details of the Group’s integrated corporate governance and
organisational structure, please see the Corporate Governance section
on pages 76 to 87.
ME Group will continue to review its risk management framework to
identify the most effective ways to integrate climate-related risks into its
processes, even though these risks are not currently considered principal
risks. For example, climate considerations have been incorporated in the
Group’s procurement procedures and vendor selections.
Metrics and Targets Disclosure of the Company's metrics and targets used to assess and
manage relevant climate-related risks and opportunities where such
information is material
a) Disclose the metrics
used by the Company to
assess climate-related
risks and opportunities
inline with its strategy
and risk management
process
In progress The Group adheres to the Greenhouse Gas Protocol Corporate Standard
for calculating its Scope 1 and Scope 2 emissions. See pages 52 and 53 for
the assessment parameters and detailed methodology.
A comprehensive carbon assessment across scope 1,2 and 3 emissions
was conducted for all French subsidiaries. The plan is to extend this
assessment to other European subsidiaries and the Asia and Pacific
region by 2028.
ME Group is in the process of identifying and developing metrics in line
with its business strategy and risk management processes and will
develop other relevant metrics over time.
TCFD report continued
TCFD disclosures continued
MEGroup plc Annual Report 202558
Strategic report
Recommended disclosure
FY 2025
Compliance
Description, location of disclosure progress to date and reason for
omission (if appropriate)
Metrics and Targets Disclosure of the Company's metrics and targets used to assess and
manage relevant climate-related risks and opportunities where such
information is material
b) Disclose Scope 1,
Scope2, and, if
appropriate, Scope 3
greenhouse gas (GHG)
emissions, and the
related risks
Full See page 52 for Scope 1 and Scope 2 emissions related to the Group’s
operations in line with the GHG Protocol methodology and page 53 for
the assessment parameters.
The Group has not reported fugitive emissions (which include leakages
from refrigerants used in air conditioning units, etc.) because no data
were available and, given the low number of such units in the Group,
management did not consider such emissions to be material.
The Group’s current climate change strategy has been formulated based
on its Scope 1 and Scope 2 emissions. Scope 3 emissions are calculated
based on the data obtained from third parties (suppliers, partners),
which increases the scale and complexity of collating such data.
However, The Group is planning to improve the completeness and
accuracy of scope 3 emissions in line with best practice and estimation
techniques in the coming year. The Group will keep the appropriateness
of collating Scope 3 emissions data under review each year and will
disclose to the market when it has determined that collating such data is
appropriate. The evolution in Scope 3 emissions reporting will include
evaluating the indirect emissions upstream, the downstream freight
transport and distribution, the other downstream indirect emissions and
the other upstream indirect emissions of the supply chain.
c) Describe the targets
used by the Company to
manage climate-related
risks and opportunities
and performance
againsttargets
Full In line with its purpose “Create eco-responsible local services that make
everyday life easier”, the Group has identified the following materiality
focus areas:
▪ Carbon footprint reduction
▪ Circular economy through eco-design and continuous improvement of
its machines
▪ Protection of natural resources through reduction of energy and
waterconsumption
▪ Reduction of paper consumption
Additionally, several KPIs have been identified relating to
(i) the Group’s circular economy
(ii) energy saving for Photobooths
(iii) energy saving for laundry machines
(iv) organic detergent
The Group uses the following KPIs to track progress on reduction of
GHGemissions:
▪ Laundry units with solar panels
▪ tons of CO
2 for the total machine park
▪ tons of CO
2 for new machines
▪ tons of CO
2 compensated
▪ litres of fuel saved
More information on carbon emissions reduction targets can be found in
the section on ME Group’s four-year sustainability plan of the current
report page 54 et seq.
Further information is available on me-group.com (Approach and KPIs).
Strategic report
MEGroup plc Annual Report 2025 59
Supplementary information forTCFD disclosure
Governance of climate-related risks
andopportunities
Given the recent double materiality assessment
in 2025, climate risks and opportunities have
been identified for ME Group. The organisation
is taking steps to establish and implement
plans to adequately mitigate risk under the
oversight of the Board and Executive Team. The
Group also holds regular sustainability strategy
reviewmeetings.
Process for managing climate-related
risks and opportunities
At ME Group, the first materiality assessment
was conducted in 2022 to identify any deepening
its understanding of new risks identified would
affect climate-related risks and opportunities.
In 2025, we conducted another materiality
assessment to identify more current and
emerging risks. This materiality assessment was
more robust as we implemented the double
materiality approach, assessing both the impact
of our activities on the environment and society,
and the financial risks and opportunities that
sustainability presents to ME Group’s business
and long-term value creation.
Integration into overall risk management
ME Group’s risk management strategy includes
training staff in environmental practices,
adopting best practices for reducing energy and
water consumption, switching to green energy,
and exploring hybrid and electric vehicles. Its R&D
department in Grenoble, France plays a vital role
in advancing green solutions.
Climate-related risks and opportunities
ME Group remains focused on increasing green
energy usage, reducing unnecessary technician
travel, improving water efficiency in its laundry
machines, research and innovation in developing
equipment with reduced environmental impact.
Impact on business model and strategy
The ME Group business model is designed to
adapt to varying levels of risk, with a particular
focus on new risks and opportunities identified
from the recent double materaility assessment.
ME Group is committed to deepening its
understanding of how new risks identified
wouldaffect the organisation’s business model
and strategy.
Resilience of business model
R&D is vital in the Group’s strategy, focusing
on manufacturing innovation, recycling, and
reintegration of machine components. Also,
compliance with legal obligations in specific
jurisdictions remains a key priority.
Targets and KPIs for managing risks
andopportunities
The Group’s targets include increasing
the percentage of laundry units with
solar panelsannually and expanding the
deploymentof its Revolution machines. The
Group also aims to reduce fuel consumption
through eco-driving initiatives.
TCFD report continued
MEGroup plc Annual Report 202560
Strategic report
The completion of the greenhouse gas
emissions assessment and Double
Materiality Assessment provides a
foundation for future enhancements
toclimate-related analysis
Strategic report
MEGroup plc Annual Report 2025 61
Longer-term
viabilitystatement
The Directors have assessed the viability and
prospects of the Group in accordance with the
Guidance on Risk Management Internal Control and
Related Financial and Business Reporting issued by
the Financial Reporting Council on September 2014.
In doing so, the Directors have considered and
taken into account the Group’s present position
and the principal risks facing it, the latter being
set out in the Strategic Report.
The Directors have carried out their
assessmentby:
(i) considering the potential repercussions of
those principal risks at least annually as
wellas the risk impact of each major event
ortransaction;
(ii) examining the effectiveness of the actions
taken to mitigate the principal risks;
(iii) continually reviewing strategy and market
developments through regular executive
briefings; and
(iv) taking into account the Group’s operational
processes and financial resources.
Based on this robust assessment, the Directors
have a reasonable expectation that the Group
will be able to continue in operation and
meet its liabilities over a three-year period to
October2028.
In contrast with previous Longer Term Viability
Statements, this Statement covers three
years (reduced from five years previously). The
Board took the decision in 2024 to reduce the
period forvarious reasons: the Group does not
operatein an environment in which liabilities
extend so far in the future; the current state of
flux in the general geopolitical arena suggests
it would be prudent to reduce the period (even
though, as partly noted below, nothing in present
world events suggests any increase in potential
liability on the Company’s operations); and a
three-year perspective is sufficiently informative.
Furthermore, this shorter period remains fully in
line with FRC guidance and is better suited to the
current, fast- shifting geopolitical landscape.
This assessment included stress tests on the
future performance and solvency for changes in
the base assumptions over the three years and
also for the principal risks facing the business in
severe but plausible combination of scenarios
together with the effectiveness of any mitigating
actions. Consideration has also been given to
the risk of regional changes; however, the Board
believes that having diverse geographical
operations means that the Group is less
susceptible to the effects of regional changes.
The Directors decided that a three-year period
is appropriate for this assessment because
it gives a good level of confidence due to a
number of factors including: (i) the Group’s
considerable financial resources including the
high cash generation of its operations; (ii) the
inherent unlikelihood of all or even most of the
identified potential principal risks materialising
simultaneously; (iii) the length of major operating
contracts; (iv) the Group’s diverse geographical
operations plus its established business
relationships with many customers and suppliers
in countries throughout the world; and (v) its
proven track record in R&D development and its
ability to adapt to market trends.
To stress test the viability of the Group, the
Directors tested three scenarios and their
projected financial impact over a three-year
period. The three scenarios, and the assumptions
used in each, are detailed opposite:
MEGroup plc Annual Report 202562
Strategic report
In all three scenarios, exchange rate
assumptions are as per the budget.
The forecasts assume payment of
dividends commensurate with results
and the Group’s dividend policy.
In all three scenarios tested, the
Group continues to comply with its
bank covenants and loan repayment
terms and is in a strong financial
position after three years.
Management determined that the
Ukrainian and Israeli conflicts will
have no significant impact on the
business of the Group, as it has no
activity in these regions.
Management does not consider
interest rate risk to be a threat to
theGroup’s viability, as all current
debt is at fixed rates and the
forecasts indicate no requirement
fornew debt facilities.
As a result, the cash flow projections
indicate thatthe Group and the
Parent Company will remain within
their available banking facilitiesover
the 12months from signing these
financial statements.
Serge Crasnianski
Chief Executive Officer
23 March 2026
Scenario 1.
The budget, elaborated with each country manager and validated by
the top management, which we consider as the most likely scenario.
Please note that this scenario is the one approved by the Board.
Scenario 2.
The “mild scenario” is based on
the budget, but with the following
sensitivities added:
▪ A 5% decrease in machine
installations due to supply
chainissues
▪ A 5% price increase in spare
parts and consumables
▪ A 1% increase in labour costs
▪ A 5% increase in paper costs
▪ A 1% drop in total revenue due
to loss of key accounts
▪ A 1% drop in revenue due to the
potential impact of a future
pandemic or other global event
▪ This scenario does not consider
the potential impact of new
regulations regarding photo
identification or permission of
selfies as official photos within
the three-year forecast
▪ In addition we assume in this
scenario an additional revenue
decrease of 2% the first year
(2026) for an unidentified
reason as of today
Scenario 3.
The “worst case” scenario is
based on the budget, but with the
following sensitivities added:
▪ A 10% decrease in machine
installations due to supply
chainissues,
▪ A 10% price increase in spare
parts and consumables
▪ A 2% increase in labour costs
▪ A 10% increase in paper costs
▪ A 1% drop in total revenue due
to loss of key accounts
▪ A 3% drop in revenue due to the
potential impact of a future
pandemic or other global event
▪ Revenue is reduced by 3% each
year due to the potential
impact of new regulations
regarding photo identification
or permission of selfies as
official photos
▪ In addition we assume in this
scenario an additional revenue
decrease of 3% the first year
(2026) for an unidentified
reason as of today
In all three scenarios tested, the Group continues to comply
with its bank covenants and loan repayment terms and is in
astrong financial position after three years.
Strategic report
MEGroup plc Annual Report 2025 63
Directors’ Report 66
Board of Directors and Company Secretary 68
Corporate governance 76
Statement of Directors’ Responsibilities 88
Directors’ Remunerationreport 90
Remuneration Policy report 94
Annual Report on Remuneration 100
Corporate governance
24/7 Availability
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MEGroup plc Annual Report 202564
Corporate governance
MEGroup plc Annual Report 2025 65
Corporate governance
Directors’ Report
The Directors submit to the shareholders
their report, the audited consolidated
financial statements of the Group, and
such audited financial statements of
ME Group International plc as required by
law for the year ended 31 October 2025.
The Corporate Governance Statement, the Corporate
Responsibility Statement, and the section headed
Sustainability at ME Group should be read as forming part
ofthis report. In this document, references to the “Group”, the
“Company”, “ME Group”, “we”, or “our” and cognates, refer to
ME Group International plc, its subsidiary companies and,
where applicable, its associated undertakings, or any of
themas the context may require.
In addition to the powers conferred on the Directors by law, the
Company’s Articles of Association also set out powers of the
Directors. Under these powers, the Directors may, subject to
any statutoryprovision requiring prior shareholder approval,
exercise all powers of the Company to borrow money, issue
shares, appoint and remove Directors and recommend
dividends and declare interim dividends. A copy of the Articles
of Association can be found on the Company’s website at:
https://me-group.com/company-documents/.
Details of the Directors’ contracts, emoluments and interests
inshares and share options are given inthe Directors’
Remuneration Report on pages 90 to 107.
MEGroup plc Annual Report 202566
Corporate governance
Corporate governance
MEGroup plc Annual Report 2025 67
Board of Directors and
Company Secretary
1 2
3 4
5 6
7 8
MEGroup plc Annual Report 202568
Corporate governance
1 Sir John Lewis OBE
Non-executive Chairman
Sir John joined the Board in 2008 and was appointed
Chairman in 2010. He is Chairman of the Nomination
Committee and a member of the Audit and
Remuneration Committees. Until early 2019, Sir John
was a Consultant to Eversheds Sutherland
(International) LLP (as now is).
He is a director of Macdonald and Company Holdings
Ltd (previously the AIM market company, Prime People
plc), as well as various private companies. He was
previously a practising solicitor and senior partner in
Lewis, Lewis & Co which became part of Eversheds
Sutherland (International) LLP (as now is) after a series
of mergers. He served as chairman of Cliveden plc and
Principal Hotels plc and as vice-chairman of John D
Wood & Co plc and Pubmaster Group Ltd. The Board
considers Sir John to be non-independent.
2 Serge Crasnianski
Chief Executive Officer & Deputy Chairman
Mr Crasnianski was appointed to the Board in 2009,
having previously served on the Board from 1990 to
2007 (as a Non-executive Director until 1994, and from
1994 as an Executive Director).
He is Chief Executive Officer, Deputy Chairman and
member of the Executive Team. Mr Crasnianski
founded KIS in 1963.
3 Vlad Crasneanscki
Deputy Chief Executive Officer and Head of
Investor Relations
Mr Crasneanscki was appointed to the Board in the role
of Executive Director in June 2025 having joined the
Company in April 2022 as Head of Customer
Development and being subsequently appointed Head
of Commercial Operations. He was later appointed
Managing Director UK and Head of Investor Relations
in January 2024. On 2 February 2026, he was appointed
Deputy Chief Executive Officer. He retains the role of
Head of Investor Relations. He is also a member of the
Executive Team.
4 Tania Crasnianski
Executive Director
Miss Crasnianski was appointed to the Board in June
2021. Prior to that, Miss Crasnianski had been an
independent legal adviser for seven years and before
that held the role of Head of Global Investments at
Stratford Capital between 2006 and 2014. She spent 12
years in the legal field, having worked in that time as a
Criminal Lawyer for SCP Versini-Campinchi & Associés,
Paris. Miss Crasnianski joined the Group on 1 June 2020
as head of legal and general secretary. Miss
Crasnianski supervises the Group’s entities in Germany,
Austria, UK, Ireland, Switzerland and Finland. Miss
Crasnianski is also a member of the Executive Team.
5 Jean-Marc Janailhac
Non-executive Director
Mr Janailhac joined the Board in 2019. He was
designated Executive Director in July 2020. He was the
first chairman of Strategic Committee (now called the
Executive Team) that is responsible for reviewing and
implementing operational decisions across the Group.
He chaired that committee until 31 October 2022. He
returned to being a Non-executive Director on
1 November 2023. He is a senior adviser of Macquarie
Capital (Europe) Limited, which he joined in 2016. His
other directorships include SeaFrigo (logistics, France),
SFEIR (IA and SSII, France), EUROHOLD (M&A – Spain),
and Aeronautical Services (New carbon materials,
Italy). He is CEO of Crystal Energy (energy transition,
France) and of SFIC development (international
advisory – France). He is also financial adviser to
Fondation A. Contes (High dilutions, France). The Board
considers Mr Janailhac to be non-independent.
6 Françoise Coutaz-Replan
Non-executive Director
Miss Coutaz-Replan was appointed to the Board in
2009 as Group Finance Director and retired from that
executive role in August 2015. Since then she has been a
Non-executive Director and was appointed to the Audit
Committee in October 2016. Miss Coutaz-Replan joined
KIS in 1991. She assumed the position of chair of the
Remuneration Committee when Mr Olympitis stepped
down on 30 November 2024 and joined the nomination
committee at the same time. The Board considers Miss
Coutaz-Replan tobe independent.
7 René Proglio
Non-executive Director
Mr Proglio was appointed to the Board in June 2021,
and appointed chairman of the Audit Committee on
29 April 2022. He assumed the role of Senior
Independent Director as of 1 December 2024.
MrProglio worked at Morgan Stanley for 17 years and
during that time he held senior roles, including as
Managing Director (2004-2007) and as Head of
Investment Banking (2008-2010). He was then country
head for France from 2010 to 2020, and in 2021 he
joined PJT Partners as a Partner. Before this, he was
aPartner at Ernst & Young. The Board considers
MrProglio to be independent.
8 Lord Barker of Battle (Greg Barker)
Non-executive Director
Lord Barker was appointed to the Board in June 2025.
He began his career as an equity analyst. He is
currently Chairman of the EV Network, a leading UK
developer and operator of ultra-fast EV charging hubs.
He also serves on the boards of GlassView, the New
York based neuro-media and marketing business, the
Clean Growth Leadership Network and chairs the
advisory board of PowerHive, the East African clean
energy and e-mobility business. Lord Barker was a
member of the House of Commons for 15 years and
served in the Cameron Government as both Energy &
Climate Change Minister and Minister for Business
Engagement with India. Other former roles include
chair of the London Sustainable Development
Commission, Executive Chairman of En+ Group, the
global aluminium and hydro-power business,
Chairman of Quercus, the European renewable energy
asset manager and an Operating Advisor for Pegasus
Capital Advisors in New York. Lord Barker joined the
Nomination Committee in January 2026. The Board
considers Lord Barker to be independent.
The current Directors of the Company are:
Corporate governance
MEGroup plc Annual Report 2025 69
11
9
10
Board of Directors and Company Secretary continued
Former Directors of the Company, both
ofwhom served during the year ended
31 October 2025 but stepped down
before the date of this report are:
9 Emmanuel Olympitis
Non-executive Director
Mr Olympitis joined the Board in 2009. He was the
Senior Independent Non-executive Director, Chairman
of the Remuneration Committee, and a member of the
Nomination and Audit Committees from
1 November 2024 until he stepped down on
30 November 2024.
Previous directorships include China Cablecom
Holdings Limited (NASDAQ), Canoel International
Energy Limited (Canada), Matica plc, Secure Fortress
plc, Bulgarian Land Development plc, Norman 95 plc,
Pacific Media plc (Executive Chairman) and Bella
Media plc (Chairman). Early career in merchant
banking and financial services, including as Executive
Director of Bankers Trust International Ltd, Group Chief
Executive of Aitken Hume International plc, and
Executive Chairman of Johnson & Higgins Ltd. Mr
Olympitis resigned as a Director with effect from
30 November 2024. He was considered by the Board to
be independent up to that date.
10 Camille Claverie
Non-executive Director
Miss Claverie was appointed to the Board in June 2021.
She previously held roles at Sagard, latterly as
Principal, and at Morgan Stanley and she is a Partner
at Montefiore Investment where her responsibilities
cover deal origination, and execution and investment
monitoring to support companies and management
teams in their growth plans. Miss Claverie resigned as a
Director on 4 December 2024. The Board considered
Miss Claverie to be non-independent because she
worked for FPCI Montefiore Investment IV which was
interested in 12.04 percent of the issued share capital of
the Company at 31 December 2024.
Directors who served throughout the year
ended 31 October 2025
The Directors who served throughout the year ended
31 October 2025 were: Sir John Lewis, Mr Serge
Crasnianski, Miss Tania Crasnianski, Mr Jean-Marc
Janailhac, Mr René Proglio and Miss Françoise
Coutaz-Replan.
Company Secretary
11 Del Mansi
Mr Mansi, a qualified solicitor, joined the Group in 2006.
He served as interim Company Secretary from April to
July 2008. He was appointed Group General Counsel in
2009, a role he retained on being appointed Company
Secretary in May 2013; he served in these capacities
throughout the year ended 31 October 2025.
MEGroup plc Annual Report 202570
Corporate governance
Directors’ and Officers’
LiabilityInsurance
The Company maintained directors’ and officers’
liability insurance cover throughout the 12-month
period ended 31 October 2025. This insurance
cover extends to the Company’s Directors
as well as directors and officers of subsidiary
undertakings and remains in force. Article 191
of the Company’s Articles of Association allows
the indemnification of Directors of the Company
and associated companies and of directors of a
company that is the trustee of an occupational
pension scheme for employees of the Company
or an associated company against liability
incurred by them in certain situations, and would,
if granted, constitute a “qualifying indemnity
provision” within the meaning of Section 236 (1)
of the Companies Act 2006. No such indemnities
have been granted.
Results and dividends
The results for the year are set out in the Group
Statement of Comprehensive Income on page 118.
The Directors are recommending a final dividend
for the year ended 31 October 2025 of 4.79 pence
per ordinary share. The ex-dividend date will be
7 May 2026 and, if approved by shareholders
at the Company’s AGM on 24 April 2026,
the dividend will be paid on 29 May 2026 to
shareholders listed on the register at the close of
business on 8 May 2026. On 28 November 2025
the Company paid an interim dividend in respect
of the year ended 31 October 2025 of 3.85 pence
per ordinary share, totalling £14.5 million.
Employees
Information on the Company’s employment
practices including: its policy regarding
applications for employment by persons
with disabilities; the continuing employment
of employees who have developed
disabilities; and the training, career
development and promotion of persons
with disabilities employed by the Company,
as well as employee communication
and involvement, is contained within the
Sustainability Statement on pages 44 to 60.
Employee engagement
The Board understands the importance of
considering the views of all stakeholders,
including its employees.
Senior management has held several
internal consultations and released
internalmemoranda outlining the
movement of the business throughout
the year. These communications also help
to achieve a common awareness on the
part of all employees of the financial and
economic factors affecting the performance
of the Company.
The Board understands the importance of
considering the views of all stakeholders,
including its employees. The Executive
Directors have regular meetings with all
managers. These meetings provide an
opportunity for the Executive Directors to
learn about the views of the employees at
large, and to report back to the Board as
a whole so that in making any decisions
affecting the employees, the Board can
take those views and any decisions made
can take into account those employee views.
The Company operates an executive share
option scheme that was introduced in 2014
(itself replacing an earlier similar scheme)
and was itself renewed in 2025 being
approved by members at the AGM held in
that year. Senior members of staff receive
annual bonuses depending on personal
performance and the Group’s performance.
The above sets out how Directors have
engaged with employees.
Corporate governance
MEGroup plc Annual Report 2025 71
Directors’ report continued
Shareholder Name
% Voting
Rights
Number
of shares
Serge Crasnianski
1
36.49 137,803,041
Schroders plc
12.96 48,943,059
Fidelity Management
&Research
7.62 28,769,273
Aberdeen Group PLC
5.75 21,736,189
FCPI Montefiore
Investment IV
3.37 12,729,494
1
Except for 63,750 ordinary shares of 0.5p each held in
MrCrasnianski’s own name, the remaining shares are owned
through a nominee by Tibergest PTE LTD, a person closely
associated with Mr Crasnianski, and Mr Crasnianski’s interest
inthose remaining shares is indirect.
Since 31 October 2025 and up to 23 March 2026,
the Company has been notified of the following
interests:
▪ FCPI Montefiore Investment IV has sold all its
shares in the Company;
▪ Schroders plc reduced its holding from 10.99% to
9.98% on 2 February 2026 and increased it to
10.27% on 26 February 2026.
Share option grants to persons
discharging managerial responsibilities
In the year ended 31 October 2025, the Company
did not receive any notifications of dealings in its
Ordinary Shares under article 19 of the Market
Abuse Regulation.
Share capital
The issued share capital of the Company, plus
details of the movements in the Company’s
issued share capital during the year, is shown in
note 21 of the financial statements. Each ordinary
share of the Company carries one vote at each
annual general meeting (AGM) and general
meetings of the Company.
Continued authority to purchase shares
Each year the Company seeks authorisation to
make market purchases of its own shares. This
year, it will not seek to renew this authority at
the AGM because authority to this effect was
obtained at the general meeting of the Company
held on 26 February 2026 in connection with the
passing of a second resolution to waive rule 9 of
The Code on Takeovers and Mergers. The former
resolution permits market purchase of up to 10
percent of the Company’s issued share capital as
at 9 February 2026. Authority to renew it will be
sought at the Company’s AGM in 2027.
Review of business and future
developments
The Strategic Report describes the activities
of the business during the year ended
31 October 2025 as well as recent events
(including any important events affecting the
Group which have occurred since the end of that
period) and gives an indication of likely future
developments in the Group’s business.
A discussion of the key risks facing the Group and
an analysis of key performance indicators are
provided in the Strategic Report. The Strategic
Report also contains the Board’s Longer-term
Viability Statement.
Research and development
The Group is committed to its research and
development programme in order to maintain its
introduction of innovative products to the market.
The expenditure incurred on the development of
new products is shown in notes 1.7 and 12 of the
financial statements.
Engagement with suppliers, customers
and others
The Executive Directors (and where necessary the
Non-executive Directors, especially the Chairman
and the Senior Independent Director) meet
suppliers, customers and major shareholders, as
do senior management. This gives the Executive
Directors an opportunity to learn of their wishes
and concerns, thereby acquiring information
to which they can have regard when making
strategic and other decisions.
Corporate responsibility, greenhouse gas
emissions, energy consumption and
energy efficiency action.
A summary of the Company’s approach to
corporate social responsibility and environmental
matters, including a report on the Group’s
greenhouse gas emissions, energy consumption
and energy efficiency action for the 12 months
ended 31 October 2025, can be found in the
section headed Sustainability at ME Group on
pages 44 to 60.
Interests in voting rights
As at 31 October 2025, the Company had been
notified by the following investors of their
interests in 3 per cent or more of the Company’s
shares. These interests were notified to the
Company pursuant to DTR5 of the Disclosure
Guidance and Transparency Rules.
MEGroup plc Annual Report 202572
Corporate governance
Additional information
Where not provided elsewhere in the Report
of the Directors, the following provides the
additional information required to be disclosed
in the Report of the Directors. The structure of
the Company’s share capital, including the rights
and obligations attaching to the shares, is set out
within note 21 to the financial statements.
No person holds securities carrying special rights
with regards to control of the Company.
There are no restrictions on the transfer of
ordinary shares in the capital of the Company
other than certain restrictions that may from
time to time be imposed by law; for example,
insider trading law. In accordance with the Listing
Rules of the Financial Conduct Authority, certain
employees are required to seek the approval of
the Company to deal in its shares.
On a show of hands at an AGM or general
meeting of the Company, every holder of
ordinary shares entitled to vote and who is
present in person or by proxy shall have one
voteand on a poll, every member present in
person or by proxy and entitled to vote shall
haveone vote for every ordinary share held
(except as otherwise stated in Article 81 of the
Company’s Articles of Association). Any notice
ofAGM or general meeting issued by the
Company will specify deadlines for exercising
voting rights andin appointing a proxy or
proxies in relation to resolutions to be passed
at the AGMor generalmeeting. All proxy votes
are counted andthe numbers for, against
or withheldin relation to each resolution are
announced at theAGM or the general meeting
and publishedon the Company’s website after
the meeting.
Proxy appointments and voting instructions must
be received by the Company’s registrars not less
than 48 hours before an AGM or general meeting.
Under its Articles of Association, unless the Board
otherwise determines, no member shall be entitled
to vote in respect of any share unless all calls or
other sums presently payable by them in respect
of that share shall have been paid. The Company
is not aware of any agreements between
shareholders that may result in restrictions on the
transfer of shares or on voting rights.
The rules governing the appointment of Directors
are set out in the Corporate Governance
Statement on pages 76 to 87. The Company’s
Articles of Association may only be amended by a
special resolution at an AGM or general meeting
of shareholders. The Company is party to a
Corporate governance
MEGroup plc Annual Report 2025 73
Directors’ report continued
Political donations
No member of the Group made any political
donations during the 12-month period ended
31 October 2025.
Important events post balance
sheetdate
On 29 November 2025 the Company paid an
interim dividend in respect of the year ended
31 October 2025 of 3.85 pence per ordinary share,
totalling £14,542,000.
At a general meeting of the Company held on
26 February 2026, the shareholders passed
resolutions to allow the Company to buy back
its shares and to waive the application of
rule 9 of The Code on Takeovers and Mergers
in connection with any buyback. For more
information, please see the announcement
issued yesterday at: https://me-group.com/rns-
announcements-and-alert-sign-up/
Going concern
In adopting the going concern basis for preparing
these financial statements, the Directors have
considered the Group’s business activities,
together with factors likely to affect its future
number of agreements with site owners (suchas
major supermarket chains), which could be
terminated by the site owners following a change
of control of the Company.
There are no agreements between the Company
and its Directors or employees which provide for
compensation for loss of office or employment
(whether through resignation, purported
redundancy or otherwise) that occurs because
ofa takeover bid.
The Company is not aware of any contractual
or other agreements that are essential to its
business which ought to be disclosed in this
Report of the Directors.
Related-party transactions
Details of related-party transactions are set out
in note 29 to the financial statements.
Financial instruments
Details of the financial risk management
objectives and policies of the Group and exposure
of the Group to foreign exchange risk, interest
rate risk and liquidity risk are given in note 16 to
the financial statements.
MEGroup plc Annual Report 202574
Corporate governance
development and performance, as well as the
principal risks and uncertainties that could affect
the Group up to October 2028.
Having reviewed forecasts, cash flow, financial
resources and financing arrangements and after
making enquiries, the Directors consider that
the Company and the Group have adequate
resources to remain in operation for the
foreseeable future. Accordingly, the Directors
continue to adopt the going concern basis in
preparing the financial statements.
The Directors have stress-tested the Group’s
going-concern status by assessing several
different scenarios. Full details of the scenarios
tested and assumptions used are provided in the
‘Longer-term Viability Statement’ and in note 1.1
of the financial statements.
Disclosure of information to the auditor
The Directors who held office at the date
of approval of this Report of the Directors
confirmthat: As far as they are each aware,
thereis no relevant audit information of
whichtheCompany’s auditor (Forvis Mazars
LLP) is unaware; and each Director has taken
allthe steps that he or she ought to have
taken as a director to make himself or herself
aware ofany relevant audit information and to
establishthatthe Company’s auditor is aware of
that information.
Controlling shareholder –
RelationshipAgreement
The Company’s majority shareholder is Tibergest
PTE Ltd which owns 137,739,291 ordinary shares
of 0.5p each representing 36.47% of the issued
share capital of the Company and, 36.47%
of its total voting rights. Tibergest PTE Ltd is
wholly owned by Mr Crasnianski. As used to be
required by the previous edition of the Listing
Rules, Mr Crasnianski and Tibergest PTE Ltd
entered into a relationship agreement with the
Company (the “Relationship Agreement”) to
ensure that the Group is capable of carrying on
its business independently, that transactions and
arrangements between the Group, Tibergest
PTE Ltd and Mr Crasnianski (and each of their
associates) are at arm’s length and on normal
commercial terms, and that at all times a
majority of the Directors of the Company shall
be independent of Tibergest PTE Ltd and
MrCrasnianski. Whilst there is no longer such a
requirement under the new edition of the Listing
Rules, the Relationship Agreement continues in
force for the purposes of good governance.
Furthermore, the Company has complied
with, and so far as the Company is aware, the
controlling shareholder and its associates have
complied with the following undertakings: (a)
transactions have been conducted at arm’s
length and on normal commercial terms; (b)
neither the controlling shareholder nor any
of its associates will take action that would
prevent the Company from complying with
the Listing Rules; and (c) neither the controlling
shareholder nor any of its associates will propose
or procure the proposal of a shareholder
resolution which is intended or appears to be
intended to circumvent the proper application
of the ListingRules. So far as the Company is
aware, the controlling shareholder can and does
procurethe compliance of its associates with
these undertakings.
AGM 2026
The Company’s AGM this year will be held on
24 April 2026 at the offices of Hudson Sandler
LLP, 25 Charterhouse Square, London EC1M
6AE at 10 a.m. Notice of the AGM is sent to all
shareholders of the Company, as well as to
persons nominated by a shareholder of the
Company to have information rights. The Notice
convening the meeting provides full details of
all the resolutions to be proposed, together
with explanatory notes for both the ordinary
and special business. Hard copies of this Annual
Report are sent only to shareholders who have
requested or request a copy.
By order of the Board
Sir John Lewis OBE
Non-executive Chairman
23 March 2026
Corporate governance
MEGroup plc Annual Report 2025 75
Corporate
governance
Statement of compliance with the UK
Corporate Governance Code.
The Board has complied with the UK Corporate
Governance Code (2018 edition) (the “Code”)
except as set out in the table on page 77.
The Group’s business model and strategy
The Group’s business model and strategy
are summarised in the Strategic Report, and
describe, amongst other things, how the
Company generates and preserves value over
thelonger term and the strategy for delivering
the objectives of the Company.
The Board
Board composition
The Directors who served throughout the
financial year ended on 31 October 2025 are:
Sir John Lewis OBE, Serge Crasnianski, Tania
Crasnianski, Jean-Marc Janailhac, Françoise
Coutaz- Replan and René Proglio. Emmanuel
Olympitis and Camille Claverie, served as
directors until their resignations on 30 November
and 4 December 2024 respectively. (Two directors
were appointed during the financial year, namely
Vlad Crasneanscki, as an Executive Director and
appointed as Deputy Chief Executive Officer
on 2 February 2026, and Greg Barker as an
independent Non-executive Director.)
The Chairman
The Chairman has the overall responsibility
for managing the Board. The Chief Executive
Officerhas responsibilities for strategy,
operations and results. The Chief Executive
Officer also has responsibility for the day-to-
day operation of the Group. A clear division
of responsibility exists, such that no single
individualor group of individuals can dominate
the Board’s decision-making process. Throughout
the year under review, Sir John Lewis OBE served
as Chairman and Mr Crasnianski served as
Chief Executive Officer, Deputy Chairman and
member of the Executive Team. In the Board’s
opinion, even though Sir John Lewis OBE has
been a director since 2008 and Chairman since
2010, it is proposed that he remain in place for
thetime being. The Board considers Sir John to
be anon-independent director.
Director independence
The Board structure has not complied with
the Code provision that requires that at least
half the Board, excluding the chairman, should
be Non-executive Directors whom the Board
considers to be independent. The table on
page77 contains more details on this.
The Senior Independent Director (SID)
Mr Olympitis served as the Company’s Senior
Independent Non-executive Director until his
resignation whereupon Mr Proglio took over
thisrole.
Although Mr Olympitis had been a director
since December 2009, he was considered by
the Boardas independent on the basis that he
continued to demonstrate total independence in
his behaviour and in his interaction with the rest of
the Board. Mr Olympitis resigned as a director with
effect from 30 November 2024 and was replaced
as Senior Independent Director by Mr Proglio.
Election of new Director
If a new Director were to be appointed, the Board
would ordinarily appoint someone whom it
believes has sufficient knowledge and experience
to fulfil the duties of a director. (In doing so, the
Board would continue to encourage and give
consideration to candidates from a diverse range
of backgrounds and experiences as mentioned
under the heading Equality, Diversity and Inclusion
below.) If this were not the case, an appropriate
training course would be provided. An appropriate
induction programme is undertaken for all newly
appointed Directors. All Directors have access to
the advice and services of the Company Secretary.
Any Director wishing to do so in furtherance of his
or her duties may take independent advice at the
Company’s expense.
All Directors are required to stand for re-election
every three years and newly appointed Directors
are subject to election by shareholders at the
first AGM after their appointment. However, in
order to provide for stability and continuity, and
to avoid destabilising the Board, the Directors
have unanimously decided not to comply with the
Code’s recommendation that all Directors seek
annual re-election.
MEGroup plc Annual Report 202576
Corporate governance
Directors’ conflicts of interest
During the year ended 31 October 2025, the
Directors completed questionnaires in respect
of their interests. The Board will continue to
monitor and review actual or potential conflicts
of intereston a regular basis and will consider
whether or not it is appropriate to authorise any
such conflicts.
The Financial Reporting Council requires listed
companies incorporated in the UK to include
in their annual financial report: (i) a statement
of how they have applied the main principles
set outin the Code; and (ii) a statement as to
whetherthey have complied throughout the
accounting period with all relevant provisions
setout in the Code.
The Directors consider that throughout the 12-month period ended 31 October 2025
the Company complied with those provisions of the Code that are applicable to it,
except for the following:
Point of non-compliance with Code Explanation for non-compliance
Less than half the board,
excluding the Chair, are
Non-executive Directors whom
the board considers to be
independent.
Excluding the Chairman, the Board comprised three
Executive Directors and four Non-executive Directors, three
of whom were considered independent by the Board. Strict
compliance would have required an additional Independent
Non-executive Director. The Board considers its composition
to be sufficiently close to the Code’s prescription on this point
to render its non-compliance in this regard inconsequential.
For engagement with
the workforce, one or a
combination of the following
methods should be used:
▪ Director appointed from the
workforce;
▪ formal workforce advisory
panel; and
▪ designated Non-executive
Director.
None of these methods are
used by the Board
The Executive Directors meet regularly with the general
managers of the Group. This enables both sides to raise any
matters of interest to the other. The Non-executive Directors
are always available should anyone not be comfortable
in dealing with the Executive Directors about anything.
Also, thewhistle-blowing policy is in place as a further
avenue should anyone wish to use it. Therefore, the Board
believes that given the size of the Group and its resources,
this is appropriate and additional measures to engage are
unnecessary and overly cumbersome.
There is no annual re-election
of all directors.
The Board thinks this would distract the Board from its
business, and that continuity enables people with deep
knowledge of the Company to make more informed, effective
and considered judgments.
Chairman has been in office
for more than nine years.
Sir John Lewis is considered by the Board to be an effective
and engaged chair. He has a detailed knowledge of the
Group’s activities as a result of his long association with
the Group. Furthermore, he has the confidence of major
shareholders as well as the entire Board.
Corporate governance
MEGroup plc Annual Report 2025 77
Point of non-compliance with Code Explanation for non-compliance
Mr Olympitis was considered
by the Board to be
independent notwithstanding
that he fell within several
presumptions laid down by
the Code as being likely to
impair or that could appear
to impair, a Non-executive
Director’s independence,
specifically that he served
on the Board for more than
nine years from the date of
his first appointment and was
beneficially entitled to shares
of the Company. Mr Olympitis
stepped down as a Director on
30 November 2024.
The only presumptions of non-independence raised by the
Code applicable to Mr Olympitis were that (i) he had been
a director for more than nine years (Mr Olympitis stepped
down as a director on 30 November 2024) and (ii) he had
a beneficial interest in 45,000 Ordinary Shares of 0.5p
each of the Company. The Board found that Mr Olympitis
demonstrated total independence in his behaviour and in his
interaction with the rest of the Board and that his deep, lived
knowledge of the Group resulted in his being able to make
positive contributions and constructive challenges rather
than diminish his contributions in any way. His interest in the
Company’s shares was too minimal to have an impact on his
performance as a director. The rest of the Board considered
him to be independent in both character and judgment.
Miss Coutaz-Replan is
considered by the Board to be
independent notwithstanding
that she falls within several
presumptions laid down by
the Code as being likely to
impair or that could appear
to impair, a Non-executive
Director’s independence,
specifically that she has served
on the Board for more than
nine years from the date of
her first appointment and is
beneficially entitled to shares
of the Company.
Miss Coutaz-Replan’s employment as an Executive Director
ended in August 2015 since when she has played no executive
role in the Group and her dealings with the Executive Directors
have been restricted to her role as a Non-executive Director.
Miss Coutaz-Replan’s personal shareholding of 200,000
ordinary shares of 0.5p each represents only a very small
percentage of the total issued share capital, too minimal
to have an impact on her performance as a director. Her
knowledge of the Group’s finances and associated systems
and controls gives her great insight and the ability to ask
pertinent questions and make constructive suggestions and
rigorous challenges. The rest of the Board considers her to be
independent in both character and judgment.
Sir John Lewis OBE is
a member of the Audit
Committee.
Under the predecessor to the Code, there was no restriction
on the Chairman of the Board being a member of the Audit
Committee and such membership in the case of Sir John
Lewis OBE, in the opinion of the Board did not impede that
committee’s functioning but enhanced it.
There was no external Board
evaluation.
The Board opted to conduct its own internal review using an
anonymised questionnaire. It believes the anonymity was a
sufficient safeguard to encourage openness and transparency
of feedback.
The Nomination Committee
consists of one director whom
the Board considered to be
independent and one director
whom the Board considered
to be non-independent. This
was contrary to Provision 17
of the Corporate Governance
Code which states amongst
other things that, ‘majority of
members of the committee
should be independent non-
executive directors’.
Until the question of Sir John Lewis’s independence was
revisited by the Board, both members of the Nomination
Committee were independent and therefore its composition
was Code-compliant.
Corporate governance continued
MEGroup plc Annual Report 202578
Corporate governance
Point of non-compliance with Code Explanation for non-compliance
At the Company’s AGM
in 2025, the vote for Mr
Janailhac’s reappointment
to the Board was 77.29% in
favour and 22.71% against.
There was no explanation
when announcing the voting
results as to what actions the
Company intended to take to
consult shareholders in order
to understand the reasons
behind the result, nor did the
Company comply with any of
the other recommendations in
Code Provision 4 in connection
with this point.
The shortfall in the vote for reappointment need only have
garnered more than a further 2.71% of the vote in order not
to have fallen within the ambit of this Provision. In these
particular circumstances, therefore, it was considered that
compliance with the Code on this point would have been
disproportionate and non-cost effective, and that the
Company’s resources were better focussed elsewhere.
The Code recommends that
pension contribution rates
for executive directors, or
payments in lieu, should be
aligned with those available
to the workforce whereas
MrCrasnianski receives a
pension contribution equal to
15% of his basic remuneration.
Following a review of Mr Crasnianski’s pension provision and
how this compares with that of the general workforce, the
Committee has agreed to maintain the CEO’s current pension
at 15% of salary going forward. Given the diverse nature and
geographies of the Company’s businesses and employees,
no single Group-wide pension plan operates and therefore
pension contribution rates vary across the Group with pension
levels not necessarily reflecting seniority.
1
The Code and associated guidance are available on the Financial Reporting Council website at: chrome-extension://
efaidnbmnnnibpcajpcglclefindmkaj/https://media.frc.org.uk/documents/UK_Corporate_Governance_Code_2018.pdf
Board evaluation
The Chairman and Chief Executive Officer review
the performance of the other Executive Directors.
The Chairman reviews the performance of
the Chief Executive and, the other Executive
Directors and each Non-executive Director.
The Non-executive Directors, led by the Senior
Independent Non-executive Director evaluate
the performance of the Chairman, taking into
account the views of the Executive Directors.
During the year, the Chairman meets with the
Non-executive Directors without the Executive
Directors being present.
Under the guidance and supervision of the
Company Secretary, the Board undertakes an
internal process to assess the effectiveness of the
Board during each financial year. This consists
of a confidential survey. Areas identified in which
there is considered to be room for improvement
are usually addressed by the Board during the
current year.
Operation of the Board
The Board is normally scheduled to meet four or
five times a year, with ad hoc meetings (including
by way of conference and video calls) convened to
deal with urgent matters. The Board has a formal
schedule of matters reserved to it for decision.
These include: the approval of the financial
statements; dividend policy; major acquisitions,
disposals and other transactions; significant
changes in accounting policies; the constitution
of Board Committees; risk management; and
Corporate Governance policy.
The Board has delegated various matters
to Committees, as detailed below. These
Committees of the Board meet regularly (the
Nomination Committee meets as required.
The Committees deal with specific aspects
of the management of the Company. The
Board has delegated authority to the
Committees and they have defined terms of
reference; those of the Nomination, Audit and
Remuneration Committees are available on
the Company’s website (https://me-group.
com/governance/#tab-board-committees-1).
Decision-making relating to operational
mattersis handled by the Executive Directors
andsenior management.
Board and Committee papers are circulated in
advance of each meeting and are supplemented
by reports and presentations to ensure that
Board members are kept fully informed.
Corporate governance
MEGroup plc Annual Report 2025 79
Corporate governance continued
Regular communication between the Directors
also takes place outside the formal forum of
Board and Committee meetings.
The Board had five meetings during the year
under review. A committee of the Independent
Directors meeting alone had one meeting in
thatperiod.
Attendance of Directors at Board and Committee meetings is set out below:
Board
Audit
committee
Remuneration
Committee
Nomination
Committee
Sir John Lewis OBE 5(5) 4(4) 1(1) 2(2)
Mr S Crasnianski 5(5) – – –
Miss T Crasnianski 4(5) – – –
Mr V Crasneanscki 2(5)
1
– – –
Mr J-M Janailhac 5(5) – – –
Miss F Coutaz-Replan 5(5) 3(4) 1(1) 2(2)
Mr Olympitis 1(5)
1
– –
Miss Claverie 1(5)
1
– – –
Mr R Proglio 4(5) 4(4) – –
Lord Barker 2(5)
1
– – –
1
These represent the maximum number of meetings it was possible for them to attend given they were not Directors for the full
financialyear.
Board Committees
Audit Committee
This comprised Mr Proglio (Committee
Chairman), Mr Olympitis (Senior Independent
Director), Sir John Lewis OBE (Chairman of the
Board), and Miss Coutaz-Replan (the Group’s
former Finance Director). The Board considers
that Miss Coutaz-Replan and Sir John Lewis
OBE have suitable recent and relevant financial
experience to satisfy the requirements of the
Corporate Governance Code (2018 edition). The
Board also considered the same of Mr Olympitis
during his membership of the Committee.
Meetings are normally held at least twice a year.
Four meetings were held during the year ended
31 October 2025. Other Directors, together with
the Chief Financial Officer (currently a non-Board
position) and representatives of the external
auditor are generally invited to attend meetings.
The Audit Committee aims to meet with the
external auditor, at least twice a year. On behalf
of the Board, the Committee reviews the Group’s
accounting and financial reporting practices,
the reports of the internal auditor and external
auditor, and compliance with policies, procedures
and applicable legislation. In addition, the
Committee monitors the effectiveness of both the
external and internal audit functions and reviews
the Group’s internal financial control systems
and reporting processes, and risk-management
procedures. The Committee considers the
appointment of the external auditor and makes a
recommendation on the audit fee to the Board; it
usually assesses the effectiveness of the external
auditor by means of an internal review process,
assisted by a confidential questionnaire; it sets
a policy for safeguarding the independence of
the external auditor; and reviews the external
auditor’s work outside of the audit itself, taking
into account the nature of the work, the amount
of the fees and whether it is appropriate for the
external auditor to carry out such work. Details
of the audit and non-audit fees are provided in
note5 to the financial statements.
MEGroup plc Annual Report 202580
Corporate governance
Key matters considered
In March 2026, the Committee met to review
this Annual Report and to receive the external
auditor’s update and report on its audit activity.
The Committee’s primary areas of focus were:
▪ Considering how and when the Committee
should exercise (and evidence) their oversight of
management, notably in relation to their review
of the effectiveness of internal controls,
acquisitions and disposals, investments outside
the normal course of business and approval of
budgets and plans.
▪ The need for management to develop
expertise in relation to sustainability either
internally or externally to address the
forthcoming challenges of more demanding
sustainability reporting.
▪ The requirement to address other matters
under ISA (UK) 260 to communicate with those
charged with governance as a result of
forthcoming changes to the Corporate
Governance Code 2018 as a result of the new
iteration in the 2024 edition.
▪ The cause and implications of the delay to the
publication of the 2025 Annual Report.
▪ Corporation tax charges and provisions in France.
External auditor
Forvis Mazars LLP has been the external auditor
of the Group since the AGM in October 2019
(it was known as Mazars LLP until 2024). The
audit partner is Claire Larquetoux. The Audit
Committee is satisfied with the objectivity
and independence of the external auditor.
Accordingly, a resolution will be proposed at
the forthcoming AGM for Forvis Mazars LLP’s
re-election as auditor for the coming year. The
Board is committed to putting the audit contract
out to tender at least once every ten years. It
conducted a tender process for the external
auditrole in 2019 in which it invited three firms
to tender for the role of external auditor; Forvis
Mazars LLP (then known as Mazars LLP) was the
successful tenderer.
The Audit Committee has obtained confirmation
from Forvis Mazars LLP that no non-audit
services were provided by Forvis Mazars LLP
during the year. The Audit Committee is satisfied
that Forvis Mazars LLP remains independent.
Remuneration Committee
During the year ended 31 October 2025, the
Remuneration Committee comprised MrOlympitis
(Committee Chairman) and Sir John Lewis OBE
(Chairman of the Board). When MrOlympitis
resigned as a director with effect from
30 November 2024, Miss Coutaz-Replan replaced
him as Chair of the Remuneration Committee.
The Committee meets at least once a year. It met
once in the year ended 31 October 2025.
The Committee makes recommendations
to thefull Board in respect of the Group’s
remuneration policy.
The Committee also keeps under review the
remuneration of the Chairman and the Group’s
Executive Directors (the Chairman would not
play a part in deciding his own remuneration),
to ensure that they are rewarded fairly for their
contribution. The Committee also makes awards
under the Executive Share Option Scheme. The
Committee’s Terms of Reference are available on
the Company’s website.
The Remuneration Report on pages 90 to 107
provides details of how the Committee appliesthe
directors’ remuneration principles of the Code.
Nomination Committee
During the year ended 31 October 2025, the
Nomination Committee comprised Sir John
Lewis OBE (Committee Chairman and member
of the Audit and Remuneration Committees)
and Mr Olympitis (Senior Independent Director,
member of the Audit Committee and Chair of
the Remuneration Committee) who resigned on
30 November 2024 and was replaced by Miss
Coutaz-Replan . The Chairman of the Board
would not chair the Nomination Committee when
it addresses the appointment of his successor.
The Committee was not compliant with the
applicable provisions of the Code which requires
that a majority of members of the Committee are
Independent Non-executive Directors because
the Board only considers Miss Coutaz-Replan to
be independent, not Sir John Lewis. Lord Barker
joined the Committee in January 2026.
The Committee, which meets as required,
makes recommendations to the Board on the
appointment of new directors. The Committee
met twice in the year ended 31 October 2025.
The Nomination Committee is committed to the
pursuit of diversity, including gender diversity,
throughout the business. Appointments to the
Board are made on merit, against objective
criteria and with due regard for the benefits
of diversity on the Board, including gender
diversity.The Nomination Committee does not
commit to any specific targets, therefore.
Corporate governance
MEGroup plc Annual Report 2025 81
Corporate governance continued
1 Serge Crasnianski
Chief Executive Officer,
Deputy Chairman
The Executive Team comprises:
3 Tania Crasnianski
Executive Director
2 Vlad Crasneanscki
Deputy CEO and
HeadofInvestor Relations
4 Stéphane Gibon
Chief Financial Officer
The Group’s Diversity Policy also recognises the
benefits of diversity.
The Nomination Committee will ensure that
its development in this area is consistent with
the Group’s current and future requirements,
enhances Board effectiveness, and reflects the
Company’s UK listing and the international
activity of the Group.
During the year ended 31 October 2025, two new
Directors joined the Board: Mr V Crasneanscki as
an executive director with special responsibilities
for UK and Investor Relations (his duties were
expanded in 2026 when he became Deputy CEO)
and Lord Barker (Greg Barker) as an independent
Non-executive Director) As turnover of Board
members remains generally low, as mentioned
above, the Nomination Committee has not set
any targets but as and when vacancies do arise,
the Nomination Committee and the Board
are committed to giving consideration to all
interested and available candidates regardless
of age, disability, sex, sexual orientation,
pregnancy and maternity, race or ethnicity,
religion or belief, gender identity, or marital or civil
partnership status.
Executive Team
The Executive Team provide coherence,
optimise synergies, share best practices and
support the Group’ssuccession process.
Led by key operational management,
the Executive Team provides sustainable
management and allows the Group to better
plan for the future.
The Executive Team meets once a month to
decide all strategies, resources and Group
actions. Each member of the operational
management team is responsible for, and in
charge of, implementing the decisions from
within their business area.
A larger set of Group Managers meets
periodically,gathering country managers
together withthe Executive Team in order
to discuss and reviewthe implementation
ofcommunication, decisionsand actions
thathave been decided by theExecutive
Teammeetings.
MEGroup plc Annual Report 202582
Corporate governance
Equality, diversity
and inclusion
Our commitment
The Board of ME Group is a supporter of gender
and ethnic diversity as part of the Company’s
commitment to diversity and inclusion in the
broadest sense.
We are committed to attracting and retaining the
best people who reflect the diverse experiences
and characteristics of the customers we serve.
This is central to our core values, which include
a commitment to the following ethics driving
our behaviour: courage, creativity, solidarity,
eco-responsibility and commitment. This
encompasses, but goes beyond, gender and
ethnic diversity. For example, we are focused
on supporting those people who may be
disadvantaged or marginalised in connection
with their educational background, socio-
economic background or caring responsibilities,
as well as characteristics which are protected
under equality law.
The Company has long been – and remains
– an equal opportunities employer. It has had
embedded a comprehensive equality, diversity
and inclusion policy, the latest revision of which
was made in 2022 (but which originates as far
back as 2011) covering the entire employment
lifecycle and emphasising our commitments
and expected behaviours. A statement by the
Company on its approach to this topic can be
found here: https://me-group.com/company-
documents/.
The Board considers it a matter of the utmost
importance in the best interests of shareholders
and other stakeholders to fill positions with
the best possible candidates regardless of
their gender, ethnic origin or other attributes. It
believes this is what investors want and that it is
in the best interests of the Company.
Listing rules: board targets regarding
gender and ethnicity
As at 31 October 2025 (the Company’s chosen
reference date for reporting under Listing Rules
6.6.(9) and (10):
▪ 25% of the Board consisted of women. None of
the persons holding the offices of Chairman,
CEO, SID, and CFO (the last of which is not a
statutory board position) was a woman. This
falls short of the ‘40%’ and ‘senior position’
targets set out in the Listing Rules.
▪ None of the Board members was from an ethnic
minority background as defined under the
Listing Rules, although the Board comprised
individuals of four different nationalities.
The Board would point out the following by way
of explanation and important context:
▪ The Board was (and remains) relatively small
and at the reference date consisted of three
Executive Directors, one of whom was a
woman, and five Non-executive Directors, of
whom one was a women. (The roles of Chief
Marketing Officer and Head of HR are not
board level positions at the Company, but if
they were (as is common in other
organisations), the Company would have met
the 40 percent target in the Listing Rules.
▪ The composition of the Board has remained
relatively steady over the last few years
(although two Directors stood down after
31 October 2024 and two new Directors were
appointed in June 2025). That is by design: the
Group has undergone significant changes,
making consistency and clarity of thought at
Board level vitally important .
▪ The Board comprises 25% female members,
representing (i) one Non-executive Director
who chairs the remuneration committee and
sits on the nomination and audit committees
and (i) one Executive Director, who is head of
legal and general secretary, and is also
responsible for supervising the Group’s entities
in Germany and Austria.
▪ As at 31 October 2025, one woman sat on the
Company’s Executive Team (alonside
threeemen) representing 25%.
▪ When Mr Olympitis stepped down as a
Directorat the end of November 2024, the
percentage of female directors on the Board
was 42.86%. After Miss Claverie stepped down
as a Director on 4 December 2025, it decreased
to 33% until the appointment of two Directors
in June 2025 when it further decreased to 25%.
▪ It is important to recognise that the Group has
a large presence in, and the Company draws
many of its leaders from, countries where the
cultural and legal approach to ensuring
Diversity & Inclusion is very different.
Forexample, in France and Germany asking
candidates and employees to disclose their
ethnicity can amount to a criminal offence, and
it is counter-cultural to suggest the introduction
of targets or quotas for improving
representation. Whilst the Company and the
Board will continue to strive for improvement,
Corporate governance
MEGroup plc Annual Report 2025 83
Corporate governance continued
relevant persons and which were adapted to
ensure compliance with local laws.
Equality, diversity and inclusion policy
The Board supported the Company’s embedding
of its comprehensive Equality, Diversity and
Inclusion Policy (ED&I Policy) in July 2022. The
ED&I Policy applies to anyone who works
in the Company, including the Board (and
its committees). It seeks to emphasise the
Company’s commitments to equality, diversity
and inclusion (ED&I), sets expectations in respect
of employees’ behaviour and sets out steps the
Company is taking to ensure an inclusive culture.
The ED&I Policy deliberately takes a broad and
ambitious approach to diversity and commits
to trying to ensure that recruitment, promotion
and retention procedures do not result in less
favourable treatment because of someone’s
disability, gender, gender identity or gender
reassignment status, marital status, race, racial
group, ethnic or national origin, or nationality,
religion or belief, sexual orientation, age, civil
partnership status, pregnancy or maternity,
paternity, educational background, socio-
economic background, caring responsibilities,
part-time status or fixed-term status.
The ED&I policy is shared with all our workers on
the UK HR system available to all UK employees
via self-service and easy access on laptops and
mobile phones; it requires acknowledgement.
There is an Equality and Diversity training
programme which can be rolled out to all
employees in the UK through our WorkWize
training portal. The ED&I Policy also dedicates
a section specifically to the ways in which the
Company seeks to ensure inclusion of disabled
people, to give tangible examples of the
Company’s approach and to showcase its focus
on disability inclusion.
We are asked to report on the results of the ED&I
Policy in the reporting period. It is difficult to
point to quantitative evidence of improvements
in concepts like inclusion which are inherently
difficult to measure, especially where progress
onsuch matters is inevitably incremental.
However, we are encouraged to actively follow
this policy to create a more inclusive workplace,
which helps the business attract candidates with
a wide range of skills from diverse backgrounds.
We believe that this helps keep the Company
successful, and that our employees are motivated
and reassured by the fact that we are an equal
opportunities employer.
We are also required to report on the gender
and ethnicity data in relation to our Board and
itmust do so in a way that remains respectful
of, and sensitive to, differing expectations in
ourmain markets and the rule of law in
otherjurisdictions.
▪ As an equal opportunities employer, the
Company is committed to providing equal
career opportunities for all its employees
without discrimination and pursuing fair and
equitable policies and procedures for
recruitment, training and development. It gives
full consideration to all applications from
persons with protected characteristics and more
broadly from a diverse range of backgrounds,
with due regard to their aptitudes and abilities.
Indeed, we have a paragraph stated on all our
job postings as follows ‘As an equal
opportunity’s employer, ME Group is committed
to the equal treatment of all current and
prospective employees and does not condone
discrimination on the basis of age, disability, sex,
sexual orientation, pregnancy and maternity,
race or ethnicity, religion or belief, gender
identity, or marriage and civil partnership.’
We aspire to have a diverse and inclusive
workplace and strongly encourage suitably
qualified applicants from a wide range of
backgrounds to apply and join our Company.
The Board recognises the risks of applying hard
short-term targets, which can give rise to a
perception of an uneven playing field, and which
can discourage qualified applicants and existing
employees from seeking positions.
However, the Board will continue to encourage
and give consideration to candidates from a
diverse range of backgrounds and experiences
when seeking out the best talent whenever a
position comes up to be filled. The Board does
not believe that positions should be created
for the ad hoc purpose of meeting targets, and
thereforeanother reason for not meeting the
40% level stipulated by the Listing Rule and other
targets set out in the Listing Rules is simply that
positions have not arisen requiring to be filled
partly as a result of the Group’s relatively low
turnover of officers.
More broadly, the Board actively supports the
roll-out of initiatives under the Equality, Diversity,
and Inclusion Policy, referred to below, to broaden
the diversity of the Company’s workforce, and
toensure the Company’s culture is as inclusive
aspossible.
We collected the data which informs this part
of our report by questionnaires sent to all the
MEGroup plc Annual Report 202584
Corporate governance
executive management in tables prescribed
under the Listing Rules. These are set out
below. We collected this information by asking
each member of the Board and executive
management, where permitted by law to do so,
to complete a questionnaire to confirm which of
the below categories describes them.
Table for reporting on gender identity or sex
Number of
Board
members
% of the
Board
Number of
senior positions on
the Board (CEO,
CFO, SID and Chair)
Number in
executive
management (plus
company secretary)
% of executive
management
(plus company
secretary)
Men 6 75 3 4 80
Women 2 25 – 1 20
Not specified/prefer not to say – – – – –
Table for reporting on ethnic background
Number of
Board
members
% of the
Board
Number of
senior positions on
the Board (CEO,
CFO, SID and Chair)
Number in
executive
management (plus
company secretary)
% of executive
management
(plus company
secretary)
White British or other White
(including minority –
whitegroups)
8 100 3 5 100
Mixed/Multiple Ethnic Groups – – – – –
Asian/Asian British – – – – –
Black/African/Caribbean/
Black British
– – – – –
Other ethnic group,
includingArab
– – – – –
Not specified/prefer not to say – – – – –
Notes
1
Data were acquired by using questionnaires seeking the information required by the Listing Rules. Having sought legal advice, the
Company was informed that it could not lawfully ask questions around ethnicity to French nationals therefore it did not do so.
2
As at 31 October 2025, the Board consists of French, German, Swiss and UK nationals. The Executive Management (which the Company
calls its Executive Team) comprised French, Swiss and German nationals.
Corporate governance
MEGroup plc Annual Report 2025 85
Corporate governance continued
Shareholder communication
andengagement
The Chief Executive Officer has regular meetings
with the Company’s major institutional
shareholders to help ensure, amongst others,
that the Board develops an understanding of the
views of major shareholders about the Company
and the Group.
The Chairman also meets with major
shareholders and has contact with them as and
when required. The Senior Independent Non-
executive Director and, where appropriate, other
Non-executive Directors, are also made available
to meet with major shareholders on request. Any
pertinent feedback arising from such meetings
is reported to the Board at its regular meetings
and/or by correspondence or dialogue.
In normal circumstances, private investors are
encouraged to attend the AGM and have the
opportunity to question the Board. All members
of the Board usually attend the AGM.
Shareholders are given the opportunity to vote
on each separate issue. The number of proxy
votes lodged is given at the meeting after the
vote on a show of hands for each resolution
andispublished on the Company’s website after
the meeting.
MEGroup plc Annual Report 202586
Corporate governance
Control & Risk
Accountability and internal control
The Board is ultimately responsible for the
Group’s systems of internal control and
risk management, and for reviewing their
effectiveness. This is effected by receiving
reports from the Audit Committee following its
review. The Board confirms that it has reviewed
the effectiveness of the systems of internal
control and risk management for the year under
review.The Board is generally satisfied that such
systems have operated adequately throughout
the period.
The system of internal control is designed to
manage, rather than eliminate, the risk of
failure to achieve business objectives. Such a
system can, however, provide only reasonable
and not absolute assurance against material
misstatement or loss.
The Group has in place processes for identifying,
evaluating and managing the significant risks
that are applicable to the business. The Board
regularly reviews these processes.
The Chief Executive Officer is ultimately
responsible for risk management. Executive
Managers of individual Group companies are
responsible for the identification, evaluation and
management of the key risks applicable to their
areas of responsibility. These risks are assessed
on a regular basis.
The Managers of Group companies are aware
of their responsibility to operate systems of
internal control that are effective and efficient
for their businesses, to provide reliable financial
information and to ensure compliance with local
laws and regulations.
The Group has a comprehensive budgeting
system, with an annual budget approved by
the Board. Actual results are reported monthly
through the Group’s financial systems, and
variances are reviewed. The Audit Committee
receives reports from the external auditor and
reports its conclusions to the Board.
A whistle-blowing procedure by which staff may
raise concerns about possible improprieties in
matters of financial reporting or other matters
was in place throughout the year. The whistle-
blowing policy can be found on the Company’s
website at: https://me-group.com/wp-content/
uploads/2022/01/Photo-Me-Whistleblowing-
Policy.pdf.
Internal control and risk management in relation
to the financial reporting process
The Group has a thorough assurance process in
place in respect of the preparation, verification
and approval of periodic financial reports.
This process includes:
▪ The involvement of qualified, professional
employees with an appropriate level of
experience (both in Group finance and
throughout the business)
▪ Formal sign-offs from appropriate business
segment managing directors and finance
directors
▪ Comprehensive review and, where appropriate,
challenge from key internal Group functions
▪ A transparent process to ensure full disclosure
of information to the external auditor
▪ Engagement of a professional and experienced
firm as external auditor
▪ Oversight by the Audit Committee, involving
(amongst other things):
(i) A detailed review of key financial reporting
judgments that have been discussed by
management
(ii) Review and, where appropriate, challenge
on matters including: the consistency of, and
any changes to, significant accounting
policies and practices during the year;
significant adjustments arising as a result of
the external audit; the going concern
assumption; and the Company’s statement
on internal control systems, before
endorsement by the Board
The above process, plus the review by the Audit
Committee of a comprehensive note that sets out
the details of the preparation, internal verification
and approval process for the Annual Report and
Accounts, provides comfort to the Board that the
Annual Report and Accounts, taken as a whole,
are fair, balanced and understandable, and give
the information necessary for shareholders to
assess the Group’s position and performance,
business model and strategy. In connection with
the audit for year ended 31 October 2025, the
above process and review did not result in any
adverse findings, and the Audit Committee found
the process and associated controls sufficient and
adequate for their purpose.
Corporate governance
MEGroup plc Annual Report 2025 87
Statement of Directors’
Responsibilities
Sir John Lewis OBE, Serge Crasnianski, Tania
Crasnianski, Françoise Coutaz-Replan, Jean-Marc
Janailhac, René Proglio, Vlad Crasneanscki and Greg
Barker (Lord Barker of Battle) are the Directors of the
Company and are responsible for preparing the
Annual Report and the financial statements in
accordance with applicable law and regulations.
1
Company law requires the Directors to prepare
financial statements for the Group and the
Company for each financial year. Under that
law, the Directors are required to prepare the
Group financial statements in accordance with
UK-adopted international accounting standards
and applicable law and have elected to prepare
the Company’s financial statements on the
samebasis.
Under company law, the Directors must not
approve the financial statements unless they are
satisfied that they give a true and fair view of the
state of affairs of the Group and the Company
and of their respective profit or loss for that
period. In preparing each of the Group and the
Company’s financial statements, the Directors
are required to:
▪ Select suitable accounting policies and then
apply them consistently;
▪ Make judgments and accounting estimates
that are reasonable and prudent;
▪ State whether they have been prepared in
accordance with UK-adopted international
accounting standards, subject to any material
departures disclosed and explained in the
Group and Company financial statements
respectively; 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 keeping
adequate accounting records that are
sufficient to show and explain the Company’s
transactions and disclose with reasonable
accuracy at any time the financial position of
the Company and the Group and enable them
to ensure that their financial statements and
theDirectors’ Remuneration Report comply
withthe Companies Act 2006 and as regards
theGroup’s financial statements, Article 4 of the
IAS Regulation.
1
The functions of the persons named here can be found on pages 69 to 70.
MEGroup plc Annual Report 202588
Corporate governance
The Directors have general responsibility for
taking such steps as are reasonably open to
them to safeguard the assets of the Group and to
prevent and detect fraud and other irregularities.
Under applicable law and regulations, the
Directors are also responsible for preparing a
Strategic Report, Directors’ Report, Directors’
Remuneration Report and Corporate
Governance Statement that comply with that law
and those regulations.
The Directors are responsible for the
maintenance and integrity of the corporate
andfinancial information included on the
Company’s website. Legislation in the UK
governing the preparation and dissemination of
financial statements may differ from legislation
in other jurisdictions.
Responsibility Statement of the Directors
in respect of the annual financial report
Each of the Directors of the Company, whose
names and functions are listed on page 69,
confirms that, to the best of his or her knowledge:
▪ The financial statements, which have been
prepared in accordance with UK-adopted
international accounting standards, give a true
and fair view of the assets, liabilities, financial
position and profit or loss of the Company and
the undertakings included in the consolidation
taken as a whole; and
▪ The Strategic Report and Directors’ Report in
the Annual Report include a fair review of the
development and performance of the business
and the position of the Company and the
undertakings included in the consolidation
taken as a whole, together with a description
ofthe principal risks and uncertainties that
theyface.
Fair, balanced and understandable
In accordance with the principles of the UK
Corporate Governance Code (2018 edition), the
Directors have arrangements in place to ensure
that the information presented in the Annual
Report is fair, balanced and understandable;
these are described on page 87.
The Board considers, on the advice of its Audit
Committee, that the Annual Report, taken as
a whole, is fair, balanced and understandable,
and provides the information necessary for
shareholders to assess the Company’s and the
Group’s position and performance, business
model and strategy.
Significant accounting policies, critical
estimates and key judgments
Our significant accounting policies are set out
on pages 122 to 132 of the consolidated financial
statements and conform to UK-adopted
international accounting standards. These
policies and applicable estimation techniques
have been reviewed by the Directors who have
confirmed them to be appropriate for the
preparation of the 2024/2025 consolidated
financial statements.
Statement of Compliance with the UK
Listing Rule 5.4
The Company has in place a written and
legally binding agreement and constitution to
enable it to comply with Listing Rule 5.4. As one
independent Non-executive Director, Lord Barker
(Greg Barker), is being proposed for election at
the Company’s AGM to be held on 24 April 2026,
his election will be conducted in accordance with
Listing Rules 6.2.8 and 6.2.9.
By order of the Board
Sir John Lewis OBE
Non-executive Chairman
23 March 2026
Corporate governance
MEGroup plc Annual Report 2025 89
Directors’
Remuneration
report
In the 12 months ended 31 October 2025, the
Committee’s work has largely been focused on
operating our Directors’ Remuneration Policy which
was approved by shareholders at the 2024 AGM,
ensuring that Executive Directors and senior
executives remain appropriately incentivised and
rewarded in respect of the Company’s performance.
Annual Statement
Dear Shareholder,
On behalf of the board, I am pleased to present
the Directors’ Remuneration Report for the
12months ended 31 October 2025.
This report has been prepared in line with
the provisions of the Companies Act 2006
and Schedule 8 of the Large and Medium-
sized Companies and Groups (Accounts and
Reports) Regulations 2008 (as amended). The
report has also been prepared in line with the
recommendations of the 2018 UK Corporate
Governance Code and the requirements of the
FCA’s UK Listing Rules.
This report is divided into three sections being:
This Annual Statement, which summarises
the work of the Committee, remuneration
outcomes in 2024/2025 and how the
Remuneration Policy will be operated in
2025/2026;
The Remuneration Policy Report, which
details the Company’s Remuneration Policy
for the remuneration of Executive and
Non-executive Directors as approved by
shareholders at the 2024 AGM. The Policy
remains unchanged; and
The Annual Report on Remuneration,
which discloses details of the Committee,
how the Policy was implemented in the
year ended 31 October 2025, and how
the Policy will operate for the year ending
31 October 2026.
The Annual Statement and Annual Report on
Remuneration will be subject to an advisory
shareholder vote at the AGM on 24 April 2026.
MEGroup plc Annual Report 202590
Corporate governance
Work of the committee during the
12months ended 31 October 2025
The Committee’s main activities during the
period were as follows:
▪ Agreeing the performance against the targets
for the 2023/2024 annual bonus awards;
▪ Agreeing the approach and targets in respect
of the 2024/2025 annual bonus awards; and
▪ Considering the remuneration package for
Vlad who was appointed to the Board as an
Executive Director on 3 June 2025.
In addition, the Committee sought to ensure that
the Policy and practices are consistent with the
six factors set out in Provision 40 of the 2018 UK
Corporate Governance Code:
Clarity – The Policy is understood by our
senior executive team and we have sought
to articulate it clearly to our shareholders
and representative bodies (both on an
ongoing basis and during consultation when
material changes are being made).
Simplicity – The Committee is mindful of the
need to avoid overly complex remuneration
structures which can be misunderstood and
deliver unintended outcomes. Therefore, a
key objective of the Committee is to ensure
that our executive remuneration policies
and practices are straightforward to
communicate and operate.
Risk – Our Policy has been designedto
ensure that inappropriate risk-taking is
discouraged and will not be rewarded
via:(i) the balanced use of both short-
term incentives and market value
share optionswhich employ a blend of
financial,non-financial and share price
hurdles; (ii) the significant role played by
equity in our incentive plans; and (iii) malus/
clawback provisions.
Predictability – Our incentive plans are
subject to individual caps, with our share
plans also subject to market standard
dilution limits.
Proportionality – There is a clear link
between individual awards, delivery of
strategy and our long-term performance.
Alignment to culture – Our executive pay
policies are aligned to culture through the
use of metrics in both the annual bonus
and share options that measure how we
perform against our KPIs and the long-term
performance of the share price.
Remuneration outcomes in 2024/25
The performance of the Group is summarised
on page 1, and in the financial statements on
pages 118 to 179.
In respect of the annual bonus for the year ended
31 October 2025, performance against the profit
and strategic targets resulted in bonus awards
of 150% of salary for Mr Serge Crasnianski and
50% of salary for Miss Tania Crasnianski. Mr Vlad
Crasneanscki was not eligible to participate in the
annual bonus for 2024/2025 given that he joined
the Board part-way through the financial year
under review. Further details of the targets set,
and the performance against those targets, are
set out in the Annual Report on Remuneration.
Based on an EPS for the year ended
31 October 2025 of 15.00p, ESOS awards granted
to Tania Crasnianski on 4 April 2023 are expected
to vest in full on 4 April 2026. Details of the
awards vesting, and their pre-tax intrinsic value
as at 31 October 2025, are detailed in the Annual
Report on Remuneration.
Corporate governance
MEGroup plc Annual Report 2025 91
Directors’ Remuneration report continued
Implementation of the remuneration
policy for 2025/2026
The Committee proposes to operate the Policy
for the year ending 31 October 2026 as follows:
▪ Executive Directors’ current base salaries,
together with prior year comparators (split
between Euro and GBP where salaries are split
into two currencies) shown above.
▪ Benefit provision will be in line with the
approved Policy.
▪ Mr Serge Crasnianski’s pension provision will
continue at 15% of salary going forward. Given
the diverse nature and geographies of the
Company’s businesses and employees, no
single Group-wide pension plan operates and
therefore pension contribution rates vary
across the Group with pension levels not
necessarily reflecting seniority. Mr Crasneanscki
receives a pension provision of c.11% of
salary.Miss Crasnianski does not receive a
pension provision;
▪ The annual bonus for the year ending
31 October 2026 will continue to be capped at
150% of salary. The bonus targets are currently
considered to be commercially sensitive and as
such, the targets and the performance
assessment will be disclosed retrospectively in
next year’s Directors’ Remuneration Report;
and
▪ Future grants of ESOS awards to Executive
Directors will be kept under review.
Use of discretion
The remuneration committee has the discretion
to diverge from the original bonus parameters.
No discretion has been exercised by the
committee in determining the remuneration
outcomes for the year ending 31 October 2025
Shareholder engagement
The Committee takes an active interest in
shareholder views on our Executive Directors’
Remuneration Policy and is mindful of the
concerns of shareholders and other stakeholders.
This is reflected in the Company’s voting results
at the 2024 AGM (approval of the current
Remuneration Policy) and recent AGMs in respect
of the Annual Statement and Remuneration
Report resolutions which were supported by
a significant majority of shareholders. The
Committee hopes that shareholders continue
to support the Remuneration Committee, and
specifically the resolution in respect of the Annual
Statement and Annual Report on Remuneration
at the 2026 AGM.
Yours faithfully,
Françoise Coutaz-Replan
Chair of the Remuneration Committee
23 March 2026
Executive Directors’ current base salaries, together with prior year comparators
split between Euro and GBP
Salary from 1/11/2025 Salary from 1/11/2024
Role Name € £ € £
CEO Serge Crasnianski – 560,212 – 560,212
Executive Director Tania Crasnianski
1
290,000 50,000 290,000 50,000
Executive Director Vlad Crasneanscki
2
– 61,552 – –
1
Miss Crasnianski is paid €290,000 under a contract with ME Group GSS and £50,000 under a contract with Photo-Me Limited.
2
Mr Crasneanscki joined the Board on 3 June 2025. His salary remained unchanged following promotion to the Board until
31 December 2025. On 1 January 2026 his salary increased to £300,000 p.a.
MEGroup plc Annual Report 202592
Corporate governance
Corporate governance
MEGroup plc Annual Report 2025 93
Remuneration
Policy report
A summary of the Policy approved by shareholders at
the 26 April 2024 AGM is set out below. The full Policy
which was approved by shareholders is set out in the
Annual Report for the year ended 31 October 2023.
The Committee’s Remuneration Policy for
the Executive Directors is to have regard to
the directors’ experience and the nature and
complexity of their work in order to provide a
competitive remuneration package that attracts,
retains and motivates high-calibre executives
from whom first-class performance is expected.
The Remuneration Policy is also intended to
be consistent with the Company’s business
objectives, risk profile and shareholder interests.
In order to align the interests of shareholders
and Executive Directors, a significant proportion
of the remuneration of Executive Directors is
performance-related, through an annual bonus
plan and the grant of share options.
The Committee will ensure that the incentive
structures for Executive Directors and senior
managers will not raise environmental, social
or governance (“ESG”) risks by inadvertently
motivating irresponsible behaviour. More
generally, with regard to overall remuneration
structures, there is no restriction on the
Committee that prevents it from taking into
account ESG matters, nor do these remuneration
structures encourage inappropriate operational
risk-taking.
MEGroup plc Annual Report 202594
Corporate governance
Component
Purpose and link
tostrategy Operation Maximum Performance measures
Salary Reflects the value of
the individual and
their role
Reflects skills and
experience over time
Provides an
appropriate level of
basic fixed income,
avoiding excessive
risk arising from
over-reliance on
variable income
Normally reviewed
annually, effective 1 May
Normally paid in cash;
pensionable
Comparison against
companies with similar
characteristics and
comparators taken into
account in review
The Committee is guided
by the requirements of
the Company and
prevailing market levels
However, no Executive
Director will receive a
base salary increase in
excess of 10% p.a., except
to reflect the fact that
their salary was set at a
lower level initially, with
the intention that the
salary be increased to a
more market-reflective
level as the individual
gains experience (subject
to performance)
n/a
Benefits Provides insured
benefits to support
the individual and
their family during
periods of ill health or
death
Gives allowances to
support individuals in
their relevant roles
Includes company car and
private medical insurance,
and may include an
overseas housing
allowance for a director
working outside of his or
her country of normal
residence
Other benefits may be
offered where
appropriate
Benefits will not normally
be provided with a value
per Executive Director in
excess of £75,000 p.a.
n/a
Annual
Bonus
Incentivises delivery
of specific Company,
divisional and
personal annual
goals
Maximum bonus only
payable for achieving
specified targets
Normally payable in cash;
non-pensionable
Committee has the
discretion to defer up to
50% of the bonus in
shares for three years
Up to 150% of base salary
p.a.
Performance is assessed
on an annual basis, based
on the achievement of
objectives relating to
financial performance,
progress of strategic
priorities and/or personal
targets. The specific
measures used in the
bonus and their weighting
may vary each year
depending on business
context and strategy
Withholding and recovery
provisions are operated
Pension Provides competitive
retirement benefits
Defined contribution
Executive Directors may
be offered cash in lieu of
pension
Workforce aligned (noting
that no single Group wide
pension plan operates
and therefore pension
contribution rates vary
across the Group with
pension levels not
necessarily reflecting
seniority)
n/a
Corporate governance
MEGroup plc Annual Report 2025 95
Remuneration Policy report continued
Component
Purpose and link
tostrategy Operation Maximum Performance measures
Executive
Share
Option
Scheme
(ESOS)
Aligns Executive
Directors’ interests
with those of
shareholders
Retention
Annual awards of market
value options may be
granted
The Committee reviews
the quantum of awards
annually and monitors the
continuing suitability of
the performance
measures
Awards vest after three
years and a two year post
vesting holding period will
operate
Up to 150% of base salary
p.a.
The Remuneration
Committee may set such
performance conditions
on awards as it considers
appropriate (whether
financial or non-financial;
and whether corporate,
divisional or individual)
EPS (based on sliding
scale vesting targets) is
currently the sole
performance metric used
Up to 25% of salary vests
at threshold, increasing to
150% vesting at maximum
Withholding and recovery
provisions are operated
Share
Ownership
Guidelines
Provides alignment of
interests between
Executive Directors
and shareholders
In employment: Executive
Directors are required to
build and maintain a
shareholding equivalent
to at least two years’ base
salary through the
retention of 50% of the
net-of-tax vested share
awards or through
open-market purchases
Post cessation: Executive
Directors will be required
to retain a shareholding
for two years post
cessation of employment
In employment: 200% of
salary
Post cessation: 100% of
the in-employment
guideline (or actual
shareholding if lower)
excluding: (i) own shares
purchased/shares
currently held; and (ii)
shares vesting from any
share award granted prior
to the 2021 AGM
n/a
Non-
executive
Directors
Provides fees
reflecting time
commitments and
responsibilities, in line
with those provided
by similarly sized
companies
Cash fee paid on a
monthly basis; fees are
reviewed annually
Not entitled to participate
in any Group pension
scheme. No awards to be
granted under the annual
bonus or ESOS
No Non-executive
Director receives any
benefits in kind (other than
in respect of the expenses
relating to the
performance of that
individual’s duties, such as
travel to/from Board
meetings)
The Committee is guided
by market rates, time
commitments and
responsibility levels
However, aggregate
annual fees will not exceed
£750,000 or such other
figure as provided for in
the Company’s Articles of
Association from time to
time
The Board may request
that a Non-executive
Director undertake
services not within the
normal scope of his or her
role. Should this be the
case in the future, a
commercial rate would be
paid and full disclosure
would be provided in the
relevant Directors’
Remuneration Report
n/a
MEGroup plc Annual Report 202596
Corporate governance
Choice of performance measures
The Committee has given careful consideration
to the performance measures applicable to
boththe annual bonus and the Executive Share
Option Scheme.
The choice of the performance metrics
applicable to the annual bonus scheme reflects
the Committee’s belief that any incentive
compensation should be appropriately
challenging, with the majority (or the entirety)
linked to the achievement of profit-related
targets. The Committee may also link a
proportion of the annual bonus to strategic and/
or personal objectives if it deems this appropriate
with regard to the Company’s key objectives. The
earnings per share (EPS) performance condition,
applicable to the Executive Share Option Scheme,
was selected by the Committee on the basis
that it incentivises the delivery of sustainable
long-term financial performance and rewards
management for growing the Company while
retaining an appropriate profit margin. The use
of share options retains a robust link between
management and shareholders by incentivising
management to deliver long-term growth in
the Company’s share price. The Committee
retains discretion over the use of other financial/
share price-based performance metrics and
the calculation of EPS in order to appropriately
adjust for any material one-off items including
(but not limited to) major acquisitions, changes in
accounting policies and major share issues.
The Committee operates the Executive Share
Option Scheme in accordance with the scheme
rules, the Listing Rules and HMRC legislation.
The Committee, consistent with market practice,
retains discretion over a number of areas relating
to the operation and administration of the plan.
How employees’ pay is taken
intoaccount
The Committee is aware of the general pay
and conditions in the Group as a whole when
determining the directors’ Remuneration Policy
and its implementation. However, reflecting
standard practice, employees are not consulted
in the formulation of the policy.
How shareholders’ views are taken
intoaccount
The Committee continues to take an active
interest in shareholder views on our executive
Remuneration Policy and is mindful of the
concerns of shareholders and other stakeholders.
This is reflected in the voting result at the AGM
held on 26 April 2024, with 97.49% shareholder
support (of votes cast) in respect of the current
Directors’ Remuneration Policy.
Approach to recruitment and promotions
The remuneration package for a new Executive
Director would be set in accordance with the
terms of the Company’s prevailing approved
Remuneration Policy at the time of appointment
and takes into account the skills and experience
of the individual, the market rate for a candidate
of that experience and the importance of
securing the relevant individual.
Service contracts will be subject to any
mandatory provisions of foreign laws where such
laws govern a director’s contract of employment
providing that the use of such foreign law is not
deliberately used to circumvent this policy.
The salary would be provided at such a level
as required to attract the most appropriate
candidate, and may be set initially at a below
mid-market level on the basis that it may
progress towards the mid-market level once
expertise and performance have been proven
and sustained.
Pension provision will be in line with the
Company’s prevailing approved Remuneration
Policy at the time of appointment.
Consistent with Part 4 of the Large and Medium-
sized Companies and Groups (Accounts and
Reports) (Amendment) Regulations 2013 as
amended, the cap on benefit provisions does not
apply to new recruits, although the Committee
would not envisage exceeding this cap in practice
unless absolutely necessary.
The annual bonus potential would be limited to
150% of salary, and grants under the Executive
Share Option Scheme would be limited to 150%
of salary. In addition, the Committee may offer
additional cash and/or share-based elements to
replace deferred or incentive pay forfeited by an
executive leaving a previous employer. It would
seek to ensure, where possible, that these awards
would be consistent with awards forfeited, in
terms of vesting periods, expected value and
performance conditions.
For an internal Executive Director appointment,
any variable pay element awarded in respect
of the prior role may be allowed to pay out
according to its original terms.
For external and internal appointments, the
Committee may agree that the Company
will meet certain relocation and/or incidental
expenses, as appropriate.
Fee structure and quantum for Non-executive
Director appointments will be based on the
prevailing Non-executive Director fee policy.
Corporate governance
MEGroup plc Annual Report 2025 97
Remuneration Policy report continued
The extent to which outstanding option awards
become exercisable for good leavers will
depend on the satisfaction of any applicable
performance conditions (over a curtailed or full
performance period, as relevant). Time pro rating
of options will apply to good leavers’ awards
unless the Committee determines that time
prorating is inappropriate.
The Company has the power to enter into
settlement agreements with Directors and
to paycompensation to settle potential legal
claims.In addition, and consistent with market
practice, in the event of the termination of an
Executive Director, the Company may make a
contribution towards that individual’s legal fees
and fees for outplacement services as part of
a negotiated settlement. Any such fees will be
disclosed as part of the detail of termination
arrangements. For the avoidance of doubt, the
policy does not include an explicit cap on the cost
of termination payments.
No payments for loss of office were made to any
Directors in the year ended 31 October 2025.
Approach to leavers
No Executive Director has the benefit of
provisions in his or her service contract for the
payment of predetermined compensation in
the event of a termination of employment. It has
been the Committee’s general policy that the
service contracts of Executive Directors (none
of which is for a fixed term) should provide for
termination of employment by giving notice
or by making a payment of an amount equal
to base salary (and in the case of the CEO and
other Executive Directors, an additional amount
equal to the cost of providing any benefits for the
period of notice) in lieu of any unserved notice
period. It is the Committee’s general policy that
no Executive Director should be entitled to a
notice period or payment on termination of
employment in excess of the levels set out in his
or her service contract. In determining amounts
payable on termination, the Committee also
considers, where it is able to do so, appropriate
adjustments to take into account accelerated
receipt and the Executive Director’s duty to
mitigate his or her loss.
An annual bonus may be payable for a
good leaver (e.g. death, ill health, disability,
redundancyor other circumstances at the
discretion of the Committee) with respect to the
period of the financial year served, although it
will be prorated for time served and paid at the
normal pay-out date.
The treatment of any share awards granted to an
Executive Director will be determined based on
the relevant scheme rules.
The default treatment under the Executive Share
Option Scheme is that any outstanding awards
or unexercised options lapse on cessation of
employment. However, in certain prescribed
circumstances (e.g. death, injury, disability or
other circumstances at the discretion of the
Committee), “good leaver” status can be applied
at the discretion of the Committee or shall
apply in relation to HMRC tax-favoured options
as relevant. In this scenario, any outstanding
optionswill normally be exercisable on the
date ofcessation and remain exercisable for
a periodof six months (or 12 months in the
case of death). Alternatively, in the case of
non-tax favoured options, the Committee has
the discretion to determine that good leavers’
awards should continue to be exercisable based
on the normal timetable.
MEGroup plc Annual Report 202598
Corporate governance
Service contracts
Details of the Executive Directors’ service contracts are as follows:
Executive Director Date of contract Notice period
Serge Crasnianski
1
01/05/2010 12 months
2
Tania Crasnianski
23/06/2021 12 months
2
Vlad Crasneanscki
06/01/2026 12 months
2,3
All Non-executive Directors are appointed for specified terms, subject to re-election at the AGM
immediately following their appointment, and every three years thereafter. None of the Non-executive
Directors will ordinarily be entitled to compensation upon termination of their involvement with the
Company. However, if a Non-executive Director should be removed as a result of a resolution duly
proposed and resolved by members of the Company during the Non-executive Director’s normal term
of appointment, he or she will be entitled to compensation equal to three months’ fees, and in the case
of the chairman, six months’ fees. The relevant appointment letter and term dates of the Non-executive
Directors are set out below:
Director
Appointment
letter date
Year of last
election
Expected year of
expiry of current term
Sir John Lewis
4
03/07/2008 2024 2027
Françoise Coutaz-Replan
5
27/08/2015 2024 2027
René Proglio
6
23/06/2021 2025 2028
Jean-Marc Janailhac
7
01/11/2023 2025 2028
Lord Barker
8
06/06/2025 n/a 2028
1
Mr Crasnianski’s contract is with Photo-Me Limited, a wholly owned subsidiary of the Company.
2
Where served by the Company; six months, notice where served by the Director or where applicable their service company.
3
Vlad Crasneanscki joined the Board on 3 June 2025. His contract is with Photo-Me Limited.
4
Appointed Chairman of the board on 26 July 2010.
5
First appointed to the Board as Group Finance Director on 24 September 2009 and resigned as an Executive Director on 27 August 2015.
Miss Coutaz-Replan has remained as a Non-executive Director since that date.
6
First appointed to the Board on 23 June 2021.
7
Appointed to the Board on 22 July 2019 as a Non-executive Director, he became an Executive Director on 27 July 2020 and reverted to
being a Non-executive Director on 1 November 2023.
8
Lord Barker joined the Board on 3 June 2025.
External appointments
The Board may allow Executive Directors to accept appropriate outside commercial Non-executive
Director appointments provided the aggregate commitment is compatible with their duties as an
Executive Director. Whether or not the Executive Director concerned may retain fees paid for these
services will be considered on a case-by-case basis, and will be subject to approval by the Board.
Corporate governance
MEGroup plc Annual Report 2025 99
Annual Report on
Remuneration
Implementation of the Remuneration Policy
for the year ended 31 October 2025.
A summary of how the Committee intends to operate the Policy for the Executive Directors for the year
ending 31 October 2026 is set out in the Annual Statement.
Non-executive Directors
The fees for Non-executive Directors are reviewed at least once every three years, the last increase
having taken place in 2022. Current Non-executive Director fee levels are as follows (with prior year
comparators also presented):
Non-executive Director Role Committee chairman
1 November
2025
£
1 November
2024
£
Sir John Lewis Chairman Nomination Committee 145,000 145,000
Françoise Coutaz-Replan
1
Non-executive Director Remuneration Committee 52,500 47,500
René Proglio Senior Independent Director Audit Committee 57,500 57,500
Jean-Marc Janailhac Non-executive Director – 45,000 45,000
Lord Barker
2
Non-executive Director – 45,000 n/a
1
Miss Coutaz-Replan’s fee rose from £47,500 to £52,500 as of 1 December 2025 as she took on the position of chair of the Remuneration
Committee from that date.
2
Lord Barker joined the Board on 3 June 2025.
MEGroup plc Annual Report 2025100
Corporate governance
Single total figure of remuneration (audited)
The detailed emoluments received by the Executive and Non-executive Directors for the year ended
31 October 2025 (with prior year comparatives) are shown below:
Executive Director Year
Salary/
Fees
£
Benefits
1
£
Bonus
2
£
LTI
3
£
Pension
4
£ Total
Total fixed
remuner
-ation
Total
variable
remuner
-ation
Serge Crasnianski
5
2025 560,212 36,017 840,318 – 84,032 1,520,579 680,261 840,318
2024 560,212 33,320 840,318 – 84,032 1,517,882 677,564 840,318
Tania Crasnianski
6
2025 296,244 – 123,122 68,020 – 487,386 296,244 191,142
2024 297,256 – 102,313 126,365 – 525,934 297,256 228,678
Vlad Crasneanscki
7
2025 61,552 10,390
7
9,120
7
– 6,678 87,740 78,620 9,120
2024 – – – – – – – –
Non-executive Director Year
Salary/
Fees
£
Benefits
1
£
Bonus
2
£
LTI
3
£
Pension
4
£ Total
Total fixed
remuner
-ation
Total
variable
remuner
-ation
Sir John Lewis
8
2025 145,000 – – – – 145,000 145,000 –
2024 145,000 – – – – 145,000 145,000 –
Françoise Coutaz-
Replan
9
2025 52,083 – – – – 52,083 52,083 –
2024 47,500 – – – – 47,500 47,500 –
Emmanuel Olympitis
10
2025 5,625 – – – – 5,625 5,625 –
2024 67,500 – – – – 67,500 67,500 –
René Proglio
11
2025 57,500 – – – – 57,500 57,500 –
2024 57,500 – – – – 57,500 57,500 –
Jean-Marc Janailhac
12
2025 45,000 – – – – 45,000 45,000 –
2024 45,000 – – – – 45,000 45,000 –
Lord Barker
13
2025 18,462 – – – – 18,462 18,462 –
2024 – – – – – – – –
1
Taxable benefits comprise the provision of private medical insurance, a company car (for Mr Crasneanscki) and, where appropriate, an
accommodation allowance.
2
The annual bonus for 2025 is in respect of the year ended 31 October 2025 (see annual bonus section below) while the annual bonus for
2024 is in respect of the year ended 31 October 2024.
3
Based on EPS in respect of the year ended 31 October 2025, all of the ESOS awards granted on 4 April 2023 to Miss Crasnianski will vest in
April 2026 (see Scheme Interests Vesting Based on Performance to 31 October 2025 (Audited) section below). The estimated value shown
in the table above for 2024 in respect of the ESOS awards granted on 12 May 2022 which vested in full during 2025 (£126,365) was based
on the 3-month average share price to 31 October 2024 of 195.095p less the 68.73p exercise price. The actual intrinsic value of the awards
based on the share price at the 12 May 2025 vesting date (211.5p) resulted in pre-tax gains of £142,770 for Miss Crasnianski.
4
The pension payment to Mr Serge Crasnianski in the year ended 31 October 2025 represented c.15% of base salary which was paid as a
salary supplement. The pension payment to Mr Vlad Crasneanscki in the year ended 31 October 2025 represented c. 11% of base salary.
Miss Crasnianski does not receive any pension provision.
5
The emoluments of Mr Serge Crasnianski shown above for the ended 31 October 2025 include fees totalling £1,307,182 (£1,307,182 for
the year ended 31 October 2024), payable to a related party in respect of making available the services of Mr Serge Crasnianski to the
Company.
6
Miss Crasnianski was paid €290,000 under a contract with ME Group GSS (formerly called Photomaton France SAS), and £50,000 under
a contract with Photo-Me Limited. The euro amount has been translated at the exchange rate set out at the end of these notes.
7
Mr Vlad Crasneanscki was appointed to the Board on 3 June 2025. His bonus relates to a senior executive award to which he was entitled
(subject to performance conditions) before his appointment as a director. His benefits comprise a company car and health for him and his
family.
8
The emoluments of Sir John Lewis shown above include fees of £62,500 paid to a related party in respect of making available the
services of Sir John Lewis to the Company (£62,500 for the year ended 31 October 2024).
9
Miss Coutaz-Replan stepped down as an Executive Director on 27 August 2015 and was appointed as a Non-executive Director on the
same date.
10
Mr Olympitis stepped down from the Board on 30 November 2024.
11
The emoluments of Mr Proglio shown above were paid to a related party in respect of making available the services of Mr Proglio to the
Company.
12
The emoluments of Mr Janailhac shown above were paid to a related party in respect of making available the services of Mr Janailhac to
the Company.
13
Lord Barker was appointed to the Board on 3 June 2025.
The exchange rate used for the table is: €1.177694 to £1.
Corporate governance
MEGroup plc Annual Report 2025 101
Annual report on Remuneration continued
Annual Bonus for the year ended 31 October 2025
For the year ended 31 October 2025, annual bonus potential for Mr Serge Crasnianski and
Miss Crasnianski was capped at 150% of salary and 50% of salary respectively. Mr Vlad Crasneanscki
did not participate in the Executive Director bonus plan for the financial year just ended given that he
joined the Board part-way through the year. Details of the performance against the profit before tax
targets and personal/strategic targets are set out below.
Financial Targets (80% of Bonus Potential)
The profit before tax targets for Mr Serge Crasnianski and Miss Crasnianski for 80% of annual
bonus potential (i.e. 120% of salary and 40% of salary for Mr Serge Crasnianski and Miss Crasnianski
respectively) were as follows:
Executive 2024/25 Annual Bonus
Group pre-tax profit between 100% and 105% of prior year Committee discretion
Group pre-tax profit 5% more but less than 10% higher that of prior year 50% of this part of the bonus
Group pre-tax profit 10% or more than prior year 100% of this part of the bonus
Prior year profit
1
£72.3m
Current year actual profit result
2
£79.7m
Bonus payable - Mr Serge Crasnianski 120% of salary (out of a 120%
of salary maximum)
Bonus payable - Miss Crasnianski 40% of salary (out of a 40%
of salary maximum)
1
FY 2024 profit before tax, adjusted for the specific items noted below.
2
FY 2025 profit before tax, adjusted for the specific items noted below.
In assessing the financial target, the Remuneration Committee took the view that it was fair to exclude
from the profit of the year ended:
▪ 31 October 2025 the impact of the costs related to the strategic review, as this was not directly linked
to the operational performance of the group; and
▪ 31 October 2024 the gain on bargain purchase related to the goodwill on the acquisition in Japan,
asthis was a purely IFRS treatment (IFRS3 on Business Combination), and did not constitute a
“realised” profit.
The Remuneration Committee noted, this year again, the record level of pre-tax profit achieved,
and was satisfied that the target for a maximum pay out for this part of the annual bonus had
beenachieved.
Personal/Strategic Targets (20% of Bonus Potential)
Details of performance against Mr Serge Crasnianski’s personal/strategic targets are as follows:
Targets Weighting Committee Assessment
Continue to drive the expansion of the Company’s business
activities through identifying and negotiating acquisitions
One third Met in full
Actively invest in R&D to drive technological innovation to further
diversify and expand the breadth of products and services
offered
One third Met in full
Continue to make material progress against the delivery of
Company’s sustainability strategy
One third Met in full
Target met infull
MEGroup plc Annual Report 2025102
Corporate governance
Details of performance against Miss Crasnianski’s personal/strategic targets are as follows:
Targets Weighting Committee Assessment
Coordinating all the international aspects of the legal function of
the Group
One third Met in full
Handling all legal aspects of acquisitions (contracts),
negotiations, arbitration and litigation in the Group
One third Met in full
Protecting the Group’s position (for example, through copyright
protection)
One third Met in full
Target met in full
Following the Committee’s assessment of the financial and personal/strategic targets, the Committee
awarded Mr Serge Crasnianski a bonus of 150% of salary and Miss Crasnianski a bonus of 50% of
salary based on performance against both the financial targets (80% of bonus potential) and the
personal/strategic targets (20% of bonus potential) as detailed above.
ESOS (Audited)
Scheme Interests Vesting Based on Performance to 31 October 2025 (Audited)
The following options, which were originally granted on 4 April 2023, are due to vest in 2026 as a result
of the performance period ending 31 October 2025 as follows:
Executive Director Originally Granted Vesting (100%)
1
Pre-tax Intrinsic Gain
at 31 October 2025
2
Tania Crasnianski 100,000 100,000 £68,020
1
EPS for the year ended 31 October 2025 was 15.00 pence compared against a target range of 14.5p (options up to 25% of salary), to 15p
(options up to 50% of salary) to 15.5p (options up to 75% of salary) to 16p (options up to 100% of salary) to 16.5p (options up to 125% of
salary) to 17p (options up to 150% of salary). As the options granted to Miss Crasnianski were over shares with a value of less than 50% of
salary, 100% of the options granted will vest in April 2026.
2
Based on the 3-month average share price to 31 October 2025 of 194.72p less the exercise price of 126.7p.
Scheme interests awarded in the year (Audited)
The Company did not grant any options to Directors during the year ended 31 October 2025.
Directors’ interests in shares (Audited)
According to the records kept by the Company, the Directors had interests in the share capital of the
Company as shown below.
Beneficially owned at
Executive Director
31 October
2025
31 October
2024
ESOS
Awards
1
ESOS
Awards
2
Requirement
(% of salary)
Shareholding
(% of salary)³ Guideline
Serge Crasnianski
4
137,803,041 137,803,041 1,564,752 – 200% 46,343% Yes
Tania Crasnianski - - 196,774 100,000 200% 0% No
Vlad Crasneanscki - - - - 200% 0% No
Beneficially owned at
Non-executive Director
31 October
2025
31 October
2024
Sir John Lewis 25,000 25,000
Françoise Coutaz-Replan 200,000 200,000
Emmanuel Olympitis n/a 45,000
Jean-Marc Janailhac Nil Nil
Lord Barker Nil Nil
1
Options with no further performance conditions attached that have not been exercised.
2
Options with outstanding performance conditions attached.
3
Executive Directors are required to build and maintain a shareholding equivalent to at least 200% of base salary through the retention of
50% of the net-of-tax vested share awards or through open-market purchases. Calculated using the closing share price on the last trading
day in October 2025 (188.4p) and current salary levels. The shareholding guideline is calculated using only beneficially owned shares.
4
Of the shares beneficially owned by Mr Serge Crasnianski, 63,750 shares (2024: 63,750) were held in a nominee account, the balance in
other names.
Corporate governance
MEGroup plc Annual Report 2025 103
Annual report on Remuneration continued
Directors’ interests in share options (Audited)
Details of outstanding share awards held by Directors are set out below.
Director
Number of
options as
at 1 Nov
2024
Granted
during
period
Exercised
during
period
Lapsed
during
period
As at
31 Oct 2025
Exercise
price
Exercisable
from
Expiry
date
Serge Crasnianski
27 August 2019 564,752 – – – 564,752 101.4p 27 Aug 22 27 Aug 26
5 August 2021 1,000,000 – – – 1,000,000 77.5p 5 Aug 24 4 Aug 28
Jean-Marc Janailhac
5 August 2021 400,000 – – – 400,000 77.5p 5 Aug 24 4 Aug 28
Tania Crasnianski
5 August 2021 96,774 – – – 96,774 77.5p 5 Aug 24 4 Aug 28
12 May 2022 100,000 – – – 100,000 68.7p 12 May 25 11 May 29
4 April 2023 100,000 – – – 100,000 126.7p 4 Apr 26 3 Apr 30
1
See the Scheme Interests Vesting Based on Performance to 31 October 2025 (Audited) section above.
Relative importance of the spend on pay
The following table sets out the percentage change in distributions to shareholders and employee
remuneration costs:
Paid during FY 2025
Pence
per share £’000
Interim for FY 2024 (paid 29 November 2024) 3.45 12,998
Final for FY 2024 (paid 23 May 2025) 4.45 16,770
Total 7.90 29,768
Paid during FY 2024
Pence
per share £’000
Interim for FY 2023 (paid 29 November 2023) 2.97 11,203
Final for FY 2023 (paid 23 May 2024) 4.42 16,640
Total 7.39 27,843
Year-on-year increase in distributions to shareholders 6.9%
1
Based on the cash returned to shareholders through dividends, as shown in note 10 to the Financial Statements. The Company purchased
1,108,092 of its own shares into treasury in the financial period ended 31 October 2024, returning a further £1,419,000 to shareholders. On
12 July 2024, the Company cancelled a total of 2,368,626 held in treasury as at that date. As at 31 October 2024 and 31 October 2025, the
Company held no shares in treasury.
Group (£’000)
2025 2024
Total employee remuneration costs 53,812 55,595
Year-on-year decrease in employee remuneration costs (3.2%)
1
Based on the figure shown in note 7 to the Financial Statements.
MEGroup plc Annual Report 2025104
Corporate governance
TSR performance graph
The graph below shows the Company’s performance, measured by total shareholder return (TSR) (share price growth
plus dividends reinvested) compared with the performance of both the FTSE 250 and FTSE SmallCap Index (calculated
on the same basis) from 1 May 2014. As the Company has been a constituent of either the FTSE 250 or SmallCap Index for
all of the relevant period, these indexes are considered appropriate forms of “broad equity market index” against which
the Company’s performance should be compared.
250
200
150
100
50
0
30/4/15 30/4/16 30/4/17 30/4/18 30/4/19 30/4/20 30/4/21 30/4/22 30/4/23 30/4/24 30/4/25
Source: Datastream (an LSG product) ME Group plc
FTSE SmallCap FTSE 250
Percentage increase in the remuneration of the members of the Board
The table below shows the change in the salary, benefits and annual bonus for the members of the Board who served in
both the period just ended and the previous financial year in full, compared with the change in remuneration for the UK
employee population. Comparative numbers for the year to 31 October 2024, 2023, 2022 and 2021 are also presented.
Year to 31 October 2025 Year to 31 October 2024 Year to 31 October 2023 Year to 31 October 2022 Year to 31 October 2021
Base
salary
Benefits
Annual
bonus
Base
salary
Benefits
Annual
bonus
Base
salary
Benefits
Annual
bonus
Base
salary
Benefits
Annual
bonus
Base
salary
Benefits
Annual
bonus
Executive
Directors
Serge
Crasnianski
0% 8.1% 0% 0% 0% 0% 0% 23% 0% 18% 14% 0% 0% 0% 0%
Jean-Marc
Janailhac
n/a n/a n/a n/a n/a n/a (22%) 0% 0% 46% 0% 100% 27% 0% 100%
Tania
Crasnianski
(0.3%) 0% 20.3% 1% 0% 70% 20% 0% 2% 176% 0% 100% n/a n/a n/a
Vlad
Crasneanscki
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 n/a
Non-executive Directors
Sir John Lewis 0% n/a n/a 0% n/a n/a 10% n/a n/a 21% n/a n/a 0% n/a n/a
Françoise
Coutaz-
Replan
10% n/a n/a 0% n/a n/a 8% n/a n/a 18% n/a n/a n/a n/a n/a
Emmanuel
Olympitis
n/a n/a n/a 0% n/a n/a 23% n/a n/a 18% n/a n/a 11% 1% 16%
René Proglio 0% n/a n/a 0% n/a n/a 0% n/a n/a 218% n/a n/a n/a n/a n/a
Camille
Claverie
n/a n/a n/a n/a n/a n/a n/a n/a n/a 0% n/a n/a n/a n/a n/a
Jean-Marc
Janailhac
0% 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
Lord Barker 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 n/a
UK Employee Population
4% (3%) 21% 3% 44% (23%) 1% 26% 60% 11% 0% 16% 11% 1% 16%
Corporate governance
MEGroup plc Annual Report 2025 105
Annual report on Remuneration continued
CEO remuneration
The table below shows the total remuneration for the CEO over the same 10.5-year period as the TSR
chart on the previous page.
CEO Total (£)
Annual
(% of max)
Long-term
incentives
(% of max)
1
2025 (12 months to 31 October 2025) Serge Crasnianski 1,520,579 100% –
2024 (12 months to 31 October 2024) Serge Crasnianski 1,517,882 100% –
2023 (12 months to 31 October 2023) Serge Crasnianski 2,279,545 100% 100%
2022 (12 months to 31 October 2022) Serge Crasnianski 1,503,336 100% 69%
2021 (12 months to 31 October 2021) Serge Crasnianski 1,404,423 100% –
2020 (18 months to 31 October 2020) Serge Crasnianski 984,248 0% –
2019 (12 months to 30 April 2019) Serge Crasnianski 650,380 0% –
2018 (12 months to 30 April 2018) Serge Crasnianski 681,954 0% –
2017 (12 months to 30 April 2017) Serge Crasnianski 1,498,113 100% –
2016 (12 months to 30 April 2016) Serge Crasnianski 1,429,209 100% 100%
2015 (12 months to 30 April 2015) Serge Crasnianski 1,031,628 100% –
1
Shows the number of share options that vested as a percentage of the maximum number of share options that could have vested. For the
years ended 30 April 2011 to 30 April 2019 (but excluding 2016), 2024 and 2025, Mr Crasnianski did not have any outstanding share option
awards that could have vested in the relevant years.
CEO pay ratio
The data shows how the CEO’s single figure remuneration for the year ended 31 October 2025
compares with equivalent single figure remuneration for full-time equivalent UK employees, ranked at
the 25th, 50th and 75th percentile. The 2020 salary and total pay and benefits data (18 months) have
been annualised to aid with year-on-year comparison.
Period Method
25th percentile
pay ratio
Median
pay ratio
75th percentile
pay ratio
2025 Option A 53:1 47:1 38:1
2024 Option A 54:1 47:1 38:1
2023 Option A 80:1 71:1 57:1
2022 Option A 58:1 53:1 42:1
2021 Option A 74:1 58:1 41:1
2020 Option A 44:1 30:1 24:1
No components of pay and benefits have been omitted for the purpose of the above calculations.
Option A was selected given that this method of calculation was considered to be the most statistically
robust approach in respect of gathering the required data for 2025.
On the basis that the CEO single figure and total pay and benefits are broadly comparable with those
of the prior year, there is no change to the median CEO pay ratio of 47:1.
The respective quartile salary and total pay and benefits numbers are as follows:
Salary Total pay and benefits
Period 25th percentile Median 75th percentile 25th percentile Median 75th percentile
2025 £27,663 £31,200 £35,413 £28,875 £32,266 £40,518
2024 £25,599 £30,000 £35,851 £28,060 £31,779 £39,344
2023 £26,599 £29,217 £35,000 £28,652 £31,970 £39,991
2022 £25,094 £26,662 £34,795 £25,847 £28,555 £36,189
2021 £18,309 £23,533 £32,187 £18,858 £24,286 £34,336
2020 £14,410 £21,185 £25,687 £14,825 £21,824 £28,579
MEGroup plc Annual Report 2025106
Corporate governance
Committee role and membership
During the year ended 31 October 2025, the Remuneration Committee members and their attendance
were as follows:
Name Role
Number of
Meetings attended
(Maximum possible)
Miss Coutaz-Replan Committee Chairman (from 30 November 2024) 2(2)
Sir John Lewis 2(2)
Mr Olympitis Committee Chairman (to 30 November 2024) 0(0)
The Board considered Mr Olympitis to have been – and Miss Coutaz-Replan to be – independent. It
also considers Sir John Lewis to have been independent on his appointment as Chairman. Biographies
of the current members of the Committee are set out on page 69.
It remains the Committee’s policy that it will meet on an ad hoc basis when the needs of the Company
require it. At the invitation of the Chairman, the CEO and other Executive Directors and Non-executive
Directors may attend meetings of the Committee, except when their own remuneration is under
consideration. No Director is involved in determining his or her own remuneration. The Company
Secretary acts as the Secretary to the Committee. The members of the Committee can, where they
judge it necessary to discharge their responsibilities, obtain independent professional advice at the
Company’s expense.
The Committee’s terms of reference are published on the Company’s website at: https://me-group.
com/wp-content/uploads/2022/01/REMUNERATION-COMMITTEE.pdf.
Payments to past Directors
No payments were made to past Directors or for loss of office in the year ended 31 October 2025.
Advisers
FIT Remuneration Consultants LLP advised the Committee during the period ended 31 October 2025
in respect of the preparation of this Remuneration Report. Fees paid to FIT in respect of advice to the
Remuneration Committee for the year ended 31 October 2025 totalled £16,404 (exclusive of VAT). The
Committee is satisfied that the advice provided by FIT is objective and independent, and fees were
charged based on time and material. The Committee also receives advice from the CEO in relation to
the remuneration of certain senior executives, but not in relation to his own remuneration.
Statement of shareholder voting
The table below shows the advisory vote on the Directors’ Remuneration Report for the year
ended 31 October 2024 (passed at the 2025 AGM held on 25 April 2025) and the binding vote on the
Remuneration Policy (passed at the 2024 AGM held on 26 April 2024):
Total votes for %
Total votes
against %
Total votes cast
(excluding
withheld)
% of total
votes cast/
issued capital
Votes
withheld
1
Directors’
Remuneration Report
(excluding the
Remuneration Policy)
293,819,143 92.18% 24,934,664 7.82% 318,753,807 92.18%% 2,688,862
Directors’
Remuneration Policy
294,625,449 97.49% 7,582,979 2.51% 302,208,428 79.77 % 58,069
1
A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes cast ‘for’ and ‘against’ a resolution.
By order of the Board
Françoise Coutaz-Replan
Chair of the Remuneration Committee
23 March 2026
Corporate governance
MEGroup plc Annual Report 2025 107
Independent Auditor’s Report to the
Members of ME Group International plc 110
Group Statement of Comprehensive Income 118
Group Statement of Financial Position 119
Group Statement of Cash Flows 120
Group Statement of Changes in Equity 121
Notesto the Consolidated
Financial Statements 122
Company Statement of Financial Position 180
Company Statement of Cash Flows 181
Company Statement of Changes in Equity 182
Notesto the Company Financial
Statements 183
Glossary 198
Company Information& Advisers 200
Shareholder Information 201
Financial Statements
Sustainability
Benefiting from built-in features
to help reduce water and
electrical waste, Revolution
Laundry prides itself on being
ecologicallysustainable.
MEGroup plc Annual Report 2025108
Financial Statements
MEGroup plc Annual Report 2025 109
Financial Statements
Independent Auditor’s
Report to the
Members of ME Group
International plc
Opinion
We have audited the financial statements
of ME Group International plc (the ‘parent
company’) and its subsidiaries (together the
‘group’) for the year ended 31 October 2025 which
comprise the Group Statement of Comprehensive
Income, the Group Statement of Financial
Position, the Group Statement of Cash Flows,
the Group Statement of Changes in Equity, the
Company Statement of Financial Position, the
Company Statement of Cash Flows and the
Company Statement of Changes in Equity, and
notes to the financial statements, including
material accounting policy information.
The financial reporting framework that has been
applied in their preparation is applicable law and
UK-adopted international accounting standards
and, as regards the parent company financial
statements, as applied in accordance with the
provisions of the Companies Act 2006.
In our opinion, the financial statements:
▪ give a true and fair view of the state of the
group’s and of the parent company’s affairs as
at 31 October 2025 and of the group’s profit for
the year then ended;
▪ have been properly prepared in accordance
with UK-adopted international accounting
standards and, as regards the parent
company financial statements, as applied in
accordance with the provisions of the
Companies Act 2006; and
▪ have been prepared in accordance with the
requirements of the Companies Act 2006.
MEGroup plc Annual Report 2025110
Financial Statements
Basis for opinion
We conducted our audit in accordance with
International Standards on Auditing (UK) (ISAs
(UK)) and applicable law. Our responsibilities
under those standards are further described
in the “Auditor’s responsibilities for the audit of
the financial statements” section of our report.
We are independent of the group and the
parent company in accordance with the ethical
requirements that are relevant to our audit of
the financial statements in the UK, including
the FRC’s Ethical Standard as applied to listed
entities and public interest entities and we
have fulfilled our other ethical responsibilities in
accordance with these requirements. We believe
that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for
our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have
concluded that the directors’ use of the going
concern basis of accounting in the preparation of
the financial statements is appropriate.
Our audit procedures to evaluate the directors’
assessment of the group’s and the parent
company’s ability to continue to adopt the going
concern basis of accounting included but were
not limited to:
▪ Undertaking an initial assessment at the
planning stage of the audit to identify events or
conditions that may cast significant doubt on
the group’s and the parent company’s ability to
continue as a going concern;
▪ Obtaining an understanding of the relevant
controls relating to the directors’ going
concern assessment;
▪ Making enquiries of the directors to understand
the period of assessment considered by them,
the assumptions they considered and the
implication of those when assessing the group’s
and the parent company’s future financial
performance;
▪ Challenging the appropriateness of the
directors’ key assumptions in their cash flow
forecasts, as described in note 1.1, by reviewing
supporting and contradictory evidence in
relation to these key assumptions and
assessing the directors’ consideration of severe
but plausible scenarios;
▪ Testing the accuracy and functionality of the
model used to prepare the directors’ forecasts;
▪ Assessing the historical accuracy of forecasts
prepared by the directors;
▪ Assessing and challenging key assumptions
and mitigating actions put in place in response
to wider global economic conditions;
▪ Considering the consistency of the directors’
forecasts with other areas of the financial
statements and our audit; and
▪ Evaluating the appropriateness of the
directors’ disclosures in the financial
statements on going concern.
Based on the work we have performed, we
have not identified any material uncertainties
relating to events or conditions that, individually
or collectively, may cast significant doubt on
the group’s and the parent company’s ability
to continue as a going concern for a period of
at least twelve months from when the financial
statements are authorised for issue.
Our responsibilities and the responsibilities of
the directors with respect to going concern are
described in the relevant sections of this report.
In relation to ME Group International plc’s
reporting on how it has applied the UK
Corporate Governance Code, we have nothing
material to add or draw attention to in relation
to the directors’ statement in the financial
statements about whether the directors
considered it appropriate to adopt the going
concern basis of accounting.
Key audit matters
Key audit matters are those matters that,
in our professional judgement, were of most
significance in our audit of the financial
statements of the current period and include
the most significant assessed risks of material
misstatement (whether or not due to fraud) we
identified, including those which had the greatest
effect on: the overall audit strategy; the allocation
of resources in the audit; and directing the efforts
of the engagement team. These matters were
addressed in the context of our audit of the
financial statements as a whole, and in forming
our opinion thereon, and we do not provide a
separate opinion on these matters.
We summarise below the key audit matter
in forming our opinion above, together with
an overview of the principal audit procedures
performed to address this matter and our key
observations arising from those procedures
Financial Statements
MEGroup plc Annual Report 2025 111
Key Audit Matter How our scope addressed this matter
Risk of fraud and error in revenue
recognition
The Group’s accounting policy in respect
of revenue recognition is set out in note 1.4
‘Revenue recognition’. Total revenue during
the year is £315.4m which derives from three
sources:
▪ Vending machine revenue: £288.0m
▪ Sales of equipment, spare parts and
consumables: £21.7m
▪ Sales of services: £5.7m
There is a presumption under the
International Auditing Standards that there
is a significant risk of fraud in the recognition
of revenue, which could result in a material
misstatement of revenue.
For ME Group International plc, we see the
risk of fraud or error in revenue recognition
as being principally in relation to recognition
of revenue on uncollected cash at year-
end, driven by the inherent subjectivity and
operational complexity associated with
calculating the provision for uncollected cash
at the year end.
Our audit procedures included, but were not
limited to:
▪ Performing walkthroughs to develop an
understanding of the process to estimate
uncollected cash at the year end, and
evaluating the design and implementation of
the relevant controls in place.
▪ Evaluating the automated control responsible
for calculating the year end provision within
the IT system, including assessing the design
and implementation of the programmed
logic to derive the provision, confirming there
are no manual overrides of the system
generated provision and assessing whether
the control results in a provision calculated in
accordance with the group’s documented
methodology.
▪ Assessing whether management’s estimation
basis is appropriate, consistently applied, and
in accordance with the group’s accounting
policies and the applicable financial reporting
framework.
▪ Validating the completeness and accuracy of
management’s provision by tracing to post
year end cash collections on a sample basis.
▪ Obtaining IFRS 15 assessment from
management and ensuring this is appropriate
and compliant with the IFRS requirements.
▪ Performing detailed review of revenue
disclosures in the financial statements.
Our observations
Our audit procedures did not identify any
material matters regarding the recognition
of revenue. Revenue has been recorded in
accordance with UK-adopted international
accounting standards.
This matter, together with our findings, was communicated to those charged
with governance through our Audit Comittee Report.
Independent Auditor’s Report to the Members of ME Group International plc
continued
MEGroup plc Annual Report 2025112
Financial Statements
Our application of materiality and an
overview of the scope of our audit
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
on the financial statements as a whole. Based
on our professional judgement, we determined
materiality for the financial statements as a
whole as follows:
Group materiality and Parent company materiality
Nature of risk Group Parent company
Overall materiality
£3,905,000 £1,798,000
How we
determined it
Our materiality has been
determined with reference to a
benchmark of profit before tax of
which it represents 5%.
Our materiality has been determined
with reference to a benchmark of net
assets, of which it represents 2%.
Rationale for
benchmark
applied
We used profit before tax as it is a
KPI used by management to monitor
the success of the business. Profit
before tax is a common benchmark
used for profit-oriented companies.
The Company operates as both
an operating entity and a holding
company. We have used the
net assets benchmark, as this is
considered the primary measure
used by shareholders to assess
the entity’s performance, and it is
also a widely accepted materiality
benchmark.
Performance
materiality
Performance materiality is set to
reduce the probability that the
aggregate of uncorrected and
undetected misstatements in
the financial statements exceeds
materiality for the financial
statements as a whole to an
appropriately low level.
We set performance materiality at
£2,734,000, which represents 70% of
overall materiality. This was based
on our risk assessments, together
with our assessment of the group’s
overall control environment.
Performance materiality is set to
reduce the probability that the
aggregate of uncorrected and
undetected misstatements in
the financial statements exceeds
materiality for the financial
statements as a whole to an
appropriately low level.
We set performance materiality at
£1,259,000, which represents 70% of
overall materiality.
Reporting
threshold
We agreed with the Audit
Committee that we would report
to them misstatements identified
during our audit above £117,000
for the group, which is set at 3%
of overall materiality, as well
as misstatements below those
amounts that, in our view, warranted
reporting on qualitative reasons.
We also reported to the Audit
Committee disclosure matters that
we identified during the course of
assessing the overall presentation of
the financial statements.
We agreed with the Audit
Committee that we would report
to them misstatements identified
during our audit above £54,000
for the parent company, which is
set at 3% of overall materiality, as
well as misstatements below those
amounts that, in our view, warranted
reporting on qualitative reasons.
We also reported to the Audit
Committee disclosure matters that
we identified during the course of
assessing the overall presentation of
the financial statements.
Financial Statements
MEGroup plc Annual Report 2025 113
whether this gives rise to a material misstatement
in the financial statements themselves. If, based
on the work we have performed, we conclude
that there is a material misstatement of this other
information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by
the Companies Act 2006
In our opinion, the part of the directors’
remuneration report to be audited has been
properly prepared in accordance with the
Companies Act 2006.
In our opinion, based on the work undertaken in
the course of the audit:
▪ the information given in the strategic report
and the directors’ report for the financial year
for which the financial statements are prepared
is consistent with the financial statements and
those reports have been prepared in
accordance with applicable legal requirements;
▪ the information about internal control and risk
management systems in relation to financial
reporting processes and about share capital
structures, given in compliance with rules 7.2.5
and 7.2.6 in the Disclosure Guidance and
Transparency Rules sourcebook made by the
Financial Conduct Authority (the FCA Rules), is
consistent with the financial statements and
has been prepared in accordance with
applicable legal requirements; and
▪ information about the parent company’s
corporate governance code and practices and
about its administrative, management and
supervisory bodies and their committees
complies with rules 7.2.2, 7.2.3 and 7.2.7 of the
FCA Rules.
Matters on which we are required to
report by exception
In light of the knowledge and understanding of
the group and the parent company and their
environment obtained in the course of the audit,
we have not identified material misstatements
inthe:
▪ strategic report or the directors’ report; or
▪ information about internal control and risk
management systems in relation to financial
reporting processes and about share capital
structures, given in compliance with rules 7.2.5 and
7.2.6 of the FCA Rules.
As part of designing our audit, we assessed the
risk of material misstatement in the financial
statements, whether due to fraud or error, and
then designed and performed audit procedures
responsive to those risks. In particular, we
looked at where the directors made subjective
judgements, such as assumptions on significant
accounting estimates.
We tailored the scope of our audit to ensure
that we performed sufficient work to be able
to give an opinion on the financial statements
as a whole. We used the outputs of our risk
assessment, our understanding of the group and
the parent company, their environment, controls,
and critical business processes, to consider
qualitative factors to ensure that we obtained
sufficient coverage across all financial statement
line items.
Our group audit scope included an audit of
the group and parent company financial
statements. Based on our risk assessment, our
audit procedures for Component 1, Component
2 and Component 3 provided 99% coverage
for profit before tax (relevant materiality
benchmark), revenue, and total assets. Where
we relied on work performed by component
auditors, we issued audit instructions, directed
component audit teams, reviewed component
audit files, and maintained appropriate
oversight throughout the audit.
At the parent company level, the group audit
team also tested the consolidation process and
carried out substantive analytical procedures
to confirm our conclusion that there were no
significant risks of material misstatement of the
aggregated financial information.
Other information
The other information comprises the information
included in the annual report other than the
financial statements and our auditor’s report
thereon. The directors are responsible for the
other information. Our opinion on the financial
statements does not cover the other information
and, except to the extent otherwise explicitly
stated in our report, we do not express any form
of assurance conclusion thereon.
Our responsibility is to read the other information
and, in doing so, consider whether the other
information is materially inconsistent with the
financial statements or our knowledge obtained
in the course of our audit or otherwise appears
to be materially misstated. If we identify such
material inconsistencies or apparent material
misstatements, we are required to determine
Independent Auditor’s Report to the Members of ME Group International plc
continued
MEGroup plc Annual Report 2025114
Financial Statements
We have nothing to report in respect of the
following matters in relation to which the
Companies Act 2006 requires us to report to you
if, in our opinion:
▪ adequate accounting records have not been
kept by the parent company, or returns
adequate for our audit have not been received
from branches not visited by us; or
▪ the parent company financial statements and
the part of the directors’ remuneration report
to be audited are not in agreement with the
accounting records and returns; or
▪ certain disclosures of directors’ remuneration
specified by law are not made; or
▪ we have not received all the information and
explanations we require for our audit; or
▪ a corporate governance statement has not
been prepared by the parent company.
Corporate governance statement
The Listing Rules require us to review the
directors’ statement in relation to going concern,
longer-term viability and that part of the
Corporate Governance Statement relating to
ME Group International plc’s compliance with
the provisions of the UK Corporate Governance
Statement specified for our review.
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 or our knowledge obtained
during the audit:
▪ Directors’ statement with regards the
appropriateness of adopting the going concern
basis of accounting and any material
uncertainties identified, set out on page 74;
▪ Directors’ explanation as to its assessment of
the entity’s prospects, the period this
assessment covers and why this period is
appropriate, set out on page 62;
▪ Directors’ statement on fair, balanced and
understandable, set out on page 89;
▪ Board’s confirmation that it has carried out a
robust assessment of the emerging and
principal risks, set out on page 40;
▪ The section of the annual report that describes
the review of effectiveness of risk management
and internal control systems, set out on page
87; and
▪ The section describing the work of the audit
committee, set out on page 80.
Responsibilities of Directors
As explained more fully in the statement of the
directors’ responsibility set out on page 88, the
directors are responsible for the preparation of
the financial statements and for being satisfied
that they give a true and fair view, and for such
internal control as the directors determine
is necessary to enable the preparation of
financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the
directors are responsible for assessing the group’s
and the parent company’s ability to continue as a
going concern, disclosing, as applicable, matters
related to going concern and using the going
concern basis of accounting unless the directors
either intend to liquidate the group or the parent
company or to cease operations, or have no
realistic alternative but to do so.
Auditor’s responsibilities for the audit of
the financial statements
Our objectives are to obtain reasonable assurance
about whether the financial statements as a
whole are free from material misstatement,
whether due to fraud or error, and to issue
an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance
but is not a guarantee that an audit conducted
in accordance with ISAs (UK) will always
detect a material misstatement when it exists.
Misstatements can arise from fraud or error and
are considered material if, individually or in the
aggregate, they could reasonably be expected to
influence the economic decisions of users taken on
the basis of these financial statements.
The extent to which our procedures are capable
of detecting irregularities, including fraud is
detailed below.
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.
Based on our understanding of the group and the
parent company and their industry, we considered
that non-compliance with the following laws
and regulations might have a material effect
on the financial statements: data protection,
employment, tax legislation, health and safety
regulation and anti-money laundering regulation.
Financial Statements
MEGroup plc Annual Report 2025 115
goodwill, revenue recognition (which we
pinpointed to the cut off of vending machine
revenue), and significant one-off transactions.
Our procedures in relation to fraud included but
were not limited to:
▪ Making enquiries of the directors and
management on whether they had knowledge of
any actual, suspected or alleged fraud;
▪ Gaining an understanding of the internal controls
established to mitigate risks related to fraud;
▪ Discussing amongst the engagement team the
risks of fraud;
▪ Addressing the risks of fraud through
management override of controls by performing
journal entry testing, including consolidation
journals;
▪ Reviewing accounting estimates and financial
statement disclosures for management bias; and
▪ Reviewing transaction outside of the normal
course of business.
The primary responsibility for the prevention and
detection of irregularities, including fraud, rests
with both those charged with governance and
management. As with any audit, there remained
a risk of non-detection of irregularities, as
these may involve collusion, forgery, intentional
omissions, misrepresentations or the override of
internal controls.
The risks of material misstatement that had the
greatest effect on our audit are discussed in the
“Key audit matters” section of this report.
A further description of our responsibilities
is available on the Financial Reporting
Council’s website at www.frc.org.uk/
auditorsresponsibilities. This description forms
part of our auditor’s report.
Other matters which we are
required to address
Following the recommendation of the audit
committee, we were appointed by the directors
on 3 September 2019 to audit the financial
statements for the period ending 31 October 2020
and subsequent financial periods. The period
of total uninterrupted engagement is 6.5 years,
covering the years ending 2020 to 2025.
To help us identify instances of non-compliance
with these laws and regulations, and in
identifying and assessing the risks of material
misstatement in respect to non-compliance, our
procedures included, but were not limited to:
▪ Gaining an understanding of the legal and
regulatory framework applicable to the group
and the parent company, the industry in which
they operate, and the structure of the group,
and considering the risk of acts by the group
and the parent company which were contrary
to the applicable laws and regulations,
including fraud;
▪ Inquiring of the directors, management and,
where appropriate, those charged with
governance, as to whether the group and the
parent company is in compliance with laws and
regulations, and discussing their policies and
procedures regarding compliance with laws
and regulations. These inquiries also extended
to component auditors and external legal
counsels where appropriate;
▪ Inspecting correspondence with relevant
regulatory authorities;
▪ Reviewing minutes of directors’ meetings in the
year; and
▪ Discussing amongst the engagement team the
laws and regulations listed above, and
remaining alert to any indications of non-
compliance.
We also considered those laws and regulations
that have a direct effect on the preparation of
the financial statements, such as tax legislation,
pension legislation, the Companies Act 2006
and breaches of the regulatory requirements of
the FCA.
In addition, we evaluated the directors’ and
management’s incentives and opportunities
for fraudulent manipulation of the financial
statements, including the risk of management
override of controls, and determined that the
principal risks related to posting manual journal
entries to manipulate financial performance,
management bias through judgements and
assumptions in significant accounting estimates,
in particular in relation to recognition, valuation
and impairment of intangible assets, including
Independent Auditor’s Report to the Members of ME Group International plc
continued
MEGroup plc Annual Report 2025116
Financial Statements
No non-audit services prohibited by the FRC’s
Ethical Standard were provided to the group or
the parent company and we remain independent
of the group and the parent company in
conducting our audit.
Our audit opinion is consistent with our additional
report to the audit committee.
Use of the audit report
This report is made solely to the company’s
members as a body in accordance with Chapter
3 of Part 16 of the Companies Act 2006. Our audit
work has been undertaken so that we might state
to the company’s members those matters we are
required to state to them in an auditor’s report
and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume
responsibility to anyone other than the company
and the company’s members as a body for our
audit work, for this report, or for the opinions we
have formed.
As required by the Financial Conduct Authority
Disclosure Guidance and Transparency Rule
4.1.14R, these financial statements form part of
the ESEF-prepared annual report filed on the
National Storage Mechanism of the Financial
Conduct Authority in accordance with the ESEF
Regulatory Technical Standard (‘ESEF RTS’).
This auditor’s report provides no assurance over
whether the annual report has been prepared
using the single electronic format specified in the
ESEF RTS.
Claire Larquetoux
(Senior Statutory Auditor)
for and on behalf of Forvis Mazars LLP
Chartered Accountants and Statutory Auditor
London
23
March 2026
Financial Statements
MEGroup plc Annual Report 2025 117
ME Group plc Annual Report 2025
118
ME Group plc Annual Report 2025
118
Financial Statements
Group Statement of
Comprehensive Income
For the 12months ended 31October 2025
31 October31 October
20252024
Notes£’000£’000
Revenue
4
31 5, 393
3 0 7, 8 8 6
Cost of sales
5
(2 02 ,4 3 0)
(1 98 , 39 4)
Gross profit
112 ,963
109,4 92
Other operating income
5
154
209
Administrative expenses
5
(34,968)
(35,6 17)
(Impairment) / reversal of impairment of trade receivables
17
(12)
303
Share of post tax profits from associates
15
1
3
Operating profit
78, 138
74 , 39 0
Non-operating income – net
6
2, 211
982
Finance income
8
118
670
Finance cost
8
(2, 25 6)
(2 ,621)
Profit before tax
78, 211
7 3, 421
Total tax charge
9
(2 1 ,6 39)
(19,331)
Profit for the year
56, 572
54 ,09 0
Other comprehensive income
Items that are or may subsequently be classified to profit and loss:
Exchange differences arising on translation of foreign operations
5,208
(4, 8 39)
Exchange differences reclassified to income statement on disposal of subsidiaries
–
76
Total Items that are or may subsequently be classified to profit and loss
5,208
(4, 763)
Items that will not be classified to profit and loss:
Remeasurement gains/(loss) in defined benefit obligations and other post-employment
benefit obligations
66
(520)
Deferred tax on remeasurement (gains)/loss
(25)
11 8
Total Items that will not be classified to profit and loss
41
(4 02)
Other comprehensive income / (expense) for the year net of tax
5, 249
(5 ,16 5)
Total comprehensive income for the year
61,8 21
48 ,92 5
Profit for the year attributable to:
Owners of the parent
56, 572
54 ,09 0
Non-controlling interests
–
–
56, 572
54 ,09 0
Total comprehensive income attributable to:
Owners of the Parent
61,8 21
48 ,92 5
Non-controlling interests
–
–
61,8 21
48 ,92 5
Earnings per share
Basic earnings per share
11
15.00p
14 . 36p
Diluted earnings per share
11
14 .91p
14 . 2 7p
All results derive from continuing operations. The noteson pages122 to 179 are an integral part of these consolidated
financial statements.
ME Group plc Annual Report 2025
119
ME Group plc Annual Report 2025
119
Financial Statements
31 October1 November
31 October20242023
2025RestatedRestated
Notes£’000£’000£’000
Assets
Goodwill
12
1 1 ,1 5 9
11,006
15,8 89
Other intangible assets
12
16, 205
14, 362
21,9 62
Property, plant & equipment
13
169,506
136,332
1 18 ,124
Investment in associates
15
39
37
35
Financial instruments held at FVTPL
16
1, 991
1,619
5 ,886
Other receivables
17
1 ,9 76
2 ,814
3 ,005
Non-current assets
20 0,8 76
166 ,170
1 6 4, 901
Inventories
18
47, 7 4 0
38,0 65
32 , 5 01
Trade and other receivables
17
19,238
19, 2 92
12 , 261
Current tax
9,9 97
97
7, 9 6 2
Cash and cash equivalents
19
56 ,539
7 7, 4 5 8
103,698
Current assets
133,514
134, 912
156 , 422
Non-current assets classified as held for sale
14
–
2, 869
4 , 9 47
Total assets
334, 390
30 3,951
326, 2 70
Equity
Share capital
21
1,8 87
1, 882
1 ,891
Share premium
12,173
11 , 510
11 ,083
Treasury shares
–
–
(1 ,9 69)
Capital redemption reserve
12
12
–
Translation and other reserves
13,611
7, 9 9 0
11,958
Retained earnings
185, 321
158,477
1 3 7, 1 6 6
Total shareholders’ funds
213,004
179, 87 1
160,129
Liabilities
Financial liabilities
23
20, 271
35, 957
5 8 , 4 47
Post-employment benefit obligations
24
4, 556
4 , 402
4,0 63
Deferred tax liabilities
26
9, 598
7, 2 0 2
8, 566
Trade and other payables
25
381
–
–
Non-current liabilities
34,806
4 7, 5 6 1
7 1, 076
Financial liabilities
23
2 2,7 71
23,806
32,0 63
Provisions
25
560
1, 30 6
1,884
Current tax
11,036
3,2 53
10, 59 0
Trade and other payables
27
52 , 213
4 8 ,1 5 4
50,528
Current liabilities
86,5 80
76 , 51 9
95,0 65
Total equity and liabilities
334, 390
30 3,951
326, 2 70
The noteson pages 122 to 179 are an integral part of these consolidated financial statements.
The accounts were approved by the Board on 23 March 2026 and signed on its behalf by:
Serge Crasnianski Sir John Lewis OBE
Chief Executive Officer Non-executive Chairman
Registration number:00735438
Group Statement of
Financial Position
As at 31October 2025
ME Group plc Annual Report 2025
120
ME Group plc Annual Report 2025
120
Financial Statements
Group Statement of
Cash Flows
For the period ended 31 October 2025
31 October
31 October 2024
2025Restated
Notes£’000£’000
Cash flow from operating activities
Profit before tax
78, 211
73 ,421
Finance costs
899
1 ,04 6
Interest of lease liabilities
1, 357
1, 575
Finance income
(1 1 8)
(670)
Non-operating income – net
(2 , 2 11)
(9 82)
Operating profit
78, 138
74 , 39 0
Amortisation and impairment of intangible assets
5
4, 508
7, 4 2 5
Depreciation of property, plant and equipment net of reversal of impairments
5
3 7, 7 9 1
32,4 09
Loss on sale property, plant and equipment and intangible assets
1 ,1 8 3
263
Exchange differences
(4 5 0)
1,0 81
Non-cash movements in provisions and post-employment benefit obligations
583
5 41
Share based compensation charge
41 3
795
Other non cash items
85
268
Changes in working capital:
Inventories
(9,6 5 1)
(5 , 56 4)
Trade and other receivables
13
(3 ,09 9)
Trade and other payables
2, 839
(2 , 374)
Cash generated from operations
115, 452
1 06 ,13 5
Payments made in respect of provisions and post-employment benefit obligations
(1 ,1 9 4)
(7 9 6)
Interest paid
(2 , 2 5 6)
(2 ,621)
Interest received
118
670
Taxation paid
(2 1 , 3 5 8)
(1 7, 5 1 8)
Net cash generated from operating activities
90, 762
85 ,8 70
Cash flows from investing activities
Acquisition of subsidiaries
31
(1,064)
–
Net proceeds from disposal of subsidiaries
–
3,67 3
Purchase of intangible assets
(3,528)
(2, 511)
Purchase of property, plant and equipment
(62 ,0 81)
(52 ,103)
Proceeds from sale of property, plant and equipment
760
1, 52 3
Proceeds from sale of non-current assets classified as held for sale
14
4,429
1 ,8 52
Restricted deposits released to cash
988
–
Net cash utilised in investing activities
(60 , 49 6)
(47, 56 6)
Cash flows from financing activities
Issue of ordinary shares to equity shareholders
668
430
Purchase of treasury shares
21
–
(1, 42 5)
Repayment of principal of leases
(4 , 8 32)
(5 , 932)
Repayment of borrowings
20
(2 1 , 5 49)
(27 ,049)
New borrowings drawn
20
1,0 08
1,1 52
Dividends paid to owners of the Parent
10
(29,76 9)
(27 ,842)
Net cash utilised in financing activities
(5 4 ,47 4)
(60,666)
Net decrease in cash and cash equivalents
(24 , 2 0 8)
(22 , 363)
Cash and cash equivalents at beginning of year
7 7, 4 5 8
103,698
Exchange gain on cash and cash equivalents
3, 289
(3, 87 7)
Cash and cash equivalents at end of year
56, 539
7 7, 4 5 8
The noteson pages122 to 179 are an integral part of these consolidated financial statements.
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Financial Statements
Group Statement of
Changes in Equity
For the period ended 31 October 2025
CapitalRetained
ShareShareTreasuryRedemptionOtherTranslationearningsTotal
capitalpremiumsharesReservereservesreserveRestatedRestated
£’000£’000£’000£’000£’000£’000£’000£’000
At 1 November 2023
1,891
11,083
(1 ,9 69)
–
3 ,010
8,94 8
1 3 7, 1 6 6
1 60,129
Profit for the period
–
–
–
–
–
–
52 ,9 49
52 , 9 49
Other comprehensive income /
(expense):
Exchange differences
–
–
–
–
–
(4,839)
–
(4,839)
Translation reserve taken to income
statement on disposal of subsidiaries
–
–
–
–
–
76
–
76
Remeasurement losses in defined
benefit pension scheme and other
post-employment benefit obligations
–
–
–
–
–
–
(520)
(520)
Deferred tax on remeasurement losses
–
–
–
–
–
–
118
11 8
Total other comprehensive (expense)
–
–
–
–
–
(4, 76 3)
(4 02)
(5 ,16 5)
Total comprehensive (expense) / income
–
–
–
–
–
(4, 76 3)
5 2 , 5 47
4 7 ,784
Transactions with owners of the Parent:
Shares issued in the period (note 21)
3
427
–
–
–
–
–
4 30
Purchase of treasury shares (note 21)
–
–
(1 , 425)
–
–
–
–
(1 ,42 5)
Cancellation of treasury shares (note 21)
(12)
–
3 , 39 4
12
–
–
(3 , 394)
–
Share options (note 22)
–
–
–
–
7 95
–
–
79 5
Dividends (note 10)
–
–
–
–
–
–
(27 ,842)
(27 ,842)
Total transactions with owners of the
Parent
(9)
427
1,969
12
795
–
(31, 2 36)
(28 ,042)
At 31 October 2024
1,8 82
11,51 0
–
12
3,805
4 ,1 8 5
158,4 77
179, 8 7 1
At 1 November 2024
1,8 82
11, 510
–
12
3,8 05
4,1 8 5
158,4 77
17 9,8 7 1
Profit for the period
–
–
–
–
–
–
56, 572
56, 572
Other comprehensive income /
(expense):
Exchange differences
–
–
–
–
–
5,208
–
5,208
Remeasurement gains in defined
benefit pension scheme and other
post-employment benefit obligations
–
–
–
–
–
–
66
66
Deferred tax on remeasurement gains
–
–
–
–
–
–
(25)
(25)
Total other comprehensive income
–
–
–
–
–
5,208
41
5, 2 49
Total comprehensive income
–
–
–
–
–
5, 208
56,61 3
61,821
Transactions with owners of the Parent:
Shares issued in the period (note 21)
5
663
–
–
–
–
–
668
Share options (note 22)
–
–
–
–
413
–
–
41 3
Dividends (note 10)
–
–
–
–
–
–
(29, 769)
(2 9,76 9)
Total transactions with owners of the
Parent
5
663
–
–
41 3
–
(29, 769)
(2 8,688)
At 31 October 2025
1,8 87
12,173
–
12
4,21 8
9, 393
185 , 321
213,004
The noteson pages 122 to 179 are an integral part of these consolidated financial statements
ME Group plc Annual Report 2025
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Financial Statements
Notes to the Consolidated
Financial Statements
For the period ended 31October 2025
General Information
ME Group International plc (the “Company”) is a public limited company incorporated and registered in England and
Wales and whose shares are quoted on the London Stock Exchange, under the symbol MEGP. The registered number of
the Company is 735438 and its registered office is at Unit 3B, Blenheim Rd, Epsom, KT19 9AP. The principal activities of
the Company and its subsidiaries (together referred to as the “Group”) continue to be the operation, sale, and servicing of
a wide range of instant-service equipment. The Group operates coin-operated automatic photobooths for identification
and fun purposes, and a diverse range of vending equipment, including digital photo kiosks, laundry machines, and
business service equipment, and amusement machines.
Authorisation of the financial statements and statement of compliance with IFRSs
The consolidated financial statements of ME Group International plc for the period ended 31 October 2025 were
authorised for issue by the directors on 23 March 2026 and the statements of financial position were signed by
S. Crasnianski, Chief Executive Officer and J. Lewis, Non-executive Chairman.
The consolidated financial statements have been prepared in accordance with UK-adopted international accounting
standards and in conformity with the requirements of the Companies Act 2006.
1 Material accounting policies
The material accounting policies adopted in the preparation of the Group’s consolidated financial statements are set
out below. The policies have been consistently applied, unless otherwise stated, to all of the statements presented. New
standards adopted for this financial period are shown in note 2 on page 132.
1.1 Basis of preparation
The consolidated financial statements have been prepared in accordance with UK-adopted international accounting
standards, using the historical cost convention except for certain financial instruments held at FVTPL, share-based
payments and defined benefit pension obligations that have been measured at fair value.
The consolidated financial statements are presented in Pounds Sterling, being the presentational currency of the Group
and all values are shown in £’000 except where indicated. Further details are provided in note 1.3.
Restatement of comparatives
The comparative figures for the year ending 31 October 2024 have been restated to make reclassifications from cash and
cash equivalents to trade and other payables, correcting a prior period error (see notes 19 and 27). As the impact on the
opening balances of the year ending 31 October 2024 was material, the restated balances at 1 November 2023 have also
been presented in the group statement of financial position.
Going concern
The consolidated financial statements of the Group have been prepared on the going concern basis.
In reaching this conclusion the Directors have reviewed detailed budgets, which reflect, where applicable, the current
economic conditions, with regard to the level of demand for the Group’s manufactured products, the level of consumer
confidence and cash flow forecasts for at least the next twelve months.
The Directors assessed the Group’s going concern basis by stress testing three scenarios and their projected financial
impact over a three-year period. The Directors’ have used the three-year business plan in this assessment which covers
a period of 12 months after the date of signing of the financial statements for the assessment of going concern and a
period of three years for the assessment of viability. The following scenarios were tested:
Scenario 1:
The budget, elaborated with each country manager and validated by the top management, which we consider as the
most likely scenario. Please note that this scenario is the one approved by the Board.
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Financial Statements
Scenario 2:
The “mild” scenario is based on the budget, but with the following sensitivities added:
▪ A 5% decrease in machine installations due to supply chain issues
▪ A 5% price increase in spare parts and consumables
▪ A 1% increase in labour costs
▪ A 5% increase in paper costs
▪ A 1% drop in total revenue due to loss of key accounts
▪ A 1% drop in revenue due to the potential impact of a future pandemic or other global event.
▪ This scenario does not consider the potential impact of new regulations regarding photo identification or permission
of selfies as official photos within the three-year forecast
▪ In addition we assume in this scenario an additional revenue decrease of 2% in the first year (2026) for an unidentified
reason as of today.
Scenario 3:
The “worst case” scenario is based on the budget, but with the following sensitivities added:
▪ A 10% decrease in machine installations due to supply chain issues,
▪ A 10% price increase in spare parts and consumables
▪ A 2% increase in labour costs
▪ A 10% increase in paper costs
▪ A 1% drop in total revenue due to loss of key accounts
▪ A 3% drop in revenue due to the potential impact of a future pandemic or other global event.
▪ Revenue is reduced by 3% each year due to the potential impact of new regulations regarding photo identification or
permission of selfies as official photos.
▪ In addition we assume in this scenario an additional revenue decrease of 3% in the first year (2026) for an unidentified
reason as of today.
In all three scenarios, exchange rate assumptions are as per the budget. The forecasts assume payment of dividends
commensurate with results and the Group’s dividend policy.
In all three scenarios tested, the group continues to comply with its bank covenants and loan repayment terms and is in a
strong financial position after three years.
Neither the Ukrainian nor Israeli conflicts are expected by management to have a significant impact on the business of
the Group. The Group has no activity in these regions.
Management does not consider interest rate risk to be a threat to the Group’s going concern, as all current debt is at fixed
rates and the forecasts indicate no requirement for new debt facilities.
As a result, the cash flow projections indicate that the Group will remain within its available banking facilities over the
12 months from signing these financial statements. Additional information on these facilities is provided in note 16.
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Financial Statements
1 Material accounting policies continued
1.2 Basis of consolidation
The Group consolidates the financial statements of the Company and all of its subsidiaries, and includes associates
under the equity method, as at each year end.
Subsidiaries
Subsidiaries are all entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to,
variable returns from its involvement with the entity and has the ability to affect those returns through its power over the
entity. In assessing control, the Group takes into consideration potential voting rights that are currently exercisable.
The acquisition date is the date on which control is transferred to the Group. The financial statements of subsidiaries are
included in the consolidated financial statements from the date that control commences until the date on which control
ceases. Losses applicable to non-controlling interests in a subsidiary are allocated to the non-controlling interests even if
doing so causes the non-controlling interests to have a negative balance.
The principal subsidiaries affecting the results and financial position of the Group are shown in note 19 of the Parent
Company Financial Statements.
Changes in ownership of subsidiaries and loss of control
Changes in the Group’s interest in a subsidiary that do not result in loss of control are accounted for as equity transactions.
Where the Group loses control of a subsidiary, the assets and liabilities are derecognised along with any related non
controlling interest and other components of equity. Any resulting gain or loss is recognised in profit and loss. Any interest
retained in a subsidiary is measured at fair value when control is lost.
The Group uses the acquisition method to account for business combinations. Acquisition costs for business combinations
are expensed as incurred. The consideration transferred for the acquisition of a subsidiary is the fair value of the assets
acquired, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Group.
The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration
arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination
are initially measured at their fair values on acquisition date. The Group recognises any non-controlling interest in the
acquiree on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest’s proportionate
share of the recognised amounts of acquiree’s identifiable net assets.
If the business combination is achieved in stages, the carrying value of the acquirer’s previously held interest in the
acquiree is re-measured to fair value at the acquisition date, with such gains or losses arising from remeasurement
recognised in profit and loss.
Transactions eliminated on consolidation
Inter-company transactions, balances and unrealised gains and losses on transactions between Group companies are
eliminated. Material intercompany transactions which are eliminated include sales between subsidiaries and recharges
of corporate costs to subsidiaries.
1.3 Foreign currency translation
The consolidated financial statements are presented in Pounds Sterling, being the presentational currency of the Group
and all values are shown in £’000 except where indicated.
Transactions in foreign currencies are translated into the respective functional currencies of the Group’s subsidiaries at
the exchange rate ruling on the date the transaction is recorded. Monetary assets and liabilities denominated in foreign
currencies are translated using the exchange rates ruling at 31 October. Exchange gains and losses resulting from the
above translation are reflected in the income statement.
For subsidiaries that have a functional currency other than Pounds Sterling, income statements are translated into
Pounds Sterling at the weighted average rate of exchange for the year, being a reasonable approximation of actual
exchange rates at the date of the transaction. Statements of financial position are translated into Pounds Sterling at
the exchange rate ruling at 31 October.
Notes to the Group Financial Statements continued
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Financial Statements
Exchange differences arising on the translation of opening net assets are taken to the translation reserve within equity,
as is the exchange difference on the translation of the income statement between average and closing exchange rates.
For this purpose, net assets includes loans between group companies and any related foreign exchange contracts where
settlement is neither planned nor likely to occur in the foreseeable future. Such cumulative exchange differences are
released to the income statement on disposal of the subsidiary or associate.
1.4 Revenue recognition
There are three types of revenue earned by the Group:
a) Vending revenue is recognised when the services are provided, which is at a point in time. Vending revenue is total
consideration received during the period including that held in machines at the statement of financial position
date. Each vending sale transaction entered into by the Group represents a single performance obligation. Vending
revenue is the fair value of consideration received and is measured net of discounts, VAT and other sales-related
taxes. The customer makes full payment at the machine immediately before the service is delivered, with no
payment terms offered.
b) Revenue from the sale of equipment, spare parts and consumables is recognised upon delivery of products and
acceptance, if applicable, by the customer. Each sale of equipment, spare parts and consumables represents
a single performance obligation. Sales revenue is the fair value of consideration received or receivable and is
measured net of discounts, VAT and other sales-related taxes. Payment is typically due and received 30 days after
the delivery of the product.
The Group offers a two year warranty on all machines sold and is responsible for any repairs required in that period.
c) Revenue from the provision of services, principally maintenance contracts, is recognised at the time the service is
delivered to the customer. Sales of services represents a single performance obligation. Revenue is the fair value of
consideration received or receivable and is measured net of discounts, VAT and other sales-related taxes. Revenue
is recognised in a straight line manner over the maintenance contract term. Payment is typically due and received
30 days after the delivery of the service is complete. Contract terms do not exceed one year in length.
1.5 Finance income and costs
Finance income and costs are both recognised in the income statement under the effective interest method.
1.6 Taxation
Tax expense for the current period comprises current and deferred tax and is recognised in the income statement,
except to the extent that it relates to items recognised in other comprehensive income or equity. The current tax charge
is calculated on the basis of the laws enacted or substantively enacted at the statement of financial position date in the
countries where the Group operates.
Deferred tax is provided in full on temporary differences arising between the tax base of assets and liabilities and their
carrying value in the accounts.
Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in future periods in which
the temporary difference will reverse, based on tax rates and laws enacted or substantively enacted at the year end.
Deferred tax assets are recognised to the extent that it is probable that the future taxable profit, against which the
deductible temporary differences can be utilised, will be available.
Deferred tax is provided, or an asset recognised, on taxable temporary differences arising on investments in subsidiaries
and associates, except where the timing of the reversal of the temporary difference can be controlled and it is probable
that the temporary difference will not reverse in the foreseeable future.
Current tax assets and liabilities are measured at the amounts expected to be recovered from, or paid to, the taxation
authorities, based on tax rates and laws that are enacted or substantively enacted at year end.
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Financial Statements
1 Material accounting policies continued
1.7 Intangible assets
Goodwill
Goodwill represents the excess of cost of an acquisition of a subsidiary over the fair value of the Group’s share of net
identifiable assets at the date of acquisition.
Goodwill is not amortised but is tested annually for impairment or more frequently if events or changes in circumstances
indicate that the carrying amounts may be impaired and is carried at cost less any impairment. On disposals, goodwill is
included in the calculation of gains or losses on the sale of the previously acquired entity.
For the purposes of impairment testing, goodwill is allocated to cash-generating units. Each of these units represents the
Group’s investment in an operating subsidiary.
Where an acquisition creates a gain on bargain purchase (negative goodwill), the gain is recognized directly in the
income statement.
Internally generated research and development expenditure
Research and development costs are accounted for in line with all relevant criteria as mandated by IAS 38 Intangible
Assets. Research expenditure is expensed as incurred. Costs incurred in developing projects are capitalised as intangible
assets when the following criteria are met;
▪ The project is deemed to be technically feasible and is expected to produce a product which the Group can operate
or sell;
▪ The project is commercially viable based on discounted expected cash flows;
▪ The group has sufficient budget and staff capacity to complete development and bring the product to market; and
▪ The costs can be reliably measured.
Development costs that do not meet the capitalization requirements of IAS 38 are expensed and are not recognised as
assets.
Separately acquired intangible assets
Intangible assets (including research and development) acquired as part of a business combination are initially
recognised at fair value at the date of acquisition. Other intangibles are initially recognised at cost.
Intangible assets with finite useful lives are carried at cost less accumulated amortisation and impairment.
The amortisation policies applied to the Group’s intangible assets are summarised as follows:
Capitalised research Right to Customer Patents and
and development
Software
Brands
operate related
licences
Droit au Bail
Useful lives
Finite
Finite
Finite
Finite
Finite
Finite
Indefinite
Amortisation Straight-line Straight-line Straight-line Straight-line Straight-line Straight-line Not amortised
basis, with a basis, with a basis, with a basis, over basis, over basis, over regularly, but
maximum life of maximum life maximum life their useful their useful their useful subject to
four years from of three years, of seven years, lives of ten lives of lives of impairment
commencement with no with no years, with no between three between testing
of commercial residual value residual value residual value and ten years, seven and ten
production, with with no years, with no
no residual value residual value residual value
Internally Internally
Acquired
Acquired
Acquired
Acquired
Acquired
Acquired
generated or
acquired
generated
Notes to the Group Financial Statements continued
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Financial Statements
Separately acquired intangible assets with indefinite useful lives
Droit au bail, which occur in France, are rights to occupy a space to site vending equipment. According to French law, droit
au bail contracts are tacitly extended, hence the determination of an indefinite useful life.
The carrying amount of droit au bail assets at 31 October 2025 was £191,000 (2024: £172,000).
Amortisation of capitalised development costs are included in the cost of sales. Amortisation of other intangible assets
categories is included in both the cost of sales and administration expenses in the income statement.
1.8 Property, plant and equipment
Property, plant and equipment is shown at cost, less accumulated depreciation and any impairment.
Subsequent expenditure on property, plant and equipment is capitalised, either as a separate asset, or included in the
cost of the asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow
to the Group and the cost can be measured reliably. The carrying amount of any parts of the assets that are replaced are
derecognised. All other costs are recognised in the income statement as an expense as incurred.
Freehold land is not depreciated. Other assets are depreciated on a straight-line basis, to reduce cost to the estimated
residual value over the estimated useful life of the asset at the following rates:
Freehold buildings & vending machine sites
2% – 12.5% straight-line
Photobooths and vending machines
10% – 33.33% straight-line
Right of use assets
Depreciated over lesser of the lease term and the asset’s economic life.
Plant, machinery, furniture, fixtures and motor vehicles
12.5% – 33.33% straight-line.
The assets’ residual values and useful lives are reviewed at each year end and adjusted, if appropriate.
1.9 IFRS 16 leases
The Group has arrangements across three main categories that meet the definition of a lease under IFRS 16: site
agreements, property and motor vehicles. The Group assesses whether a contract is or contains a lease at inception of
the contract. The Group recognizes a right-of-use asset and corresponding lease liability at the lease commencement
date, except for short term leases and leases of low value. For short term and low value leases, the lease payments are
recognized as an operating expense on a straight-line basis over the term of the lease.
The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liabilities adjusted for
any lease payments made at or before the commencement date, plus any initial costs incurred. The right-of-use assets
are subsequently measured at cost less accumulated depreciation and impairment losses. The right-of-use assets are
depreciated from the commencement date over the shorter period of the lease term and useful life of the underlying
asset (between one and 12 years). The estimated useful lives of right-of-use assets are determined on the same basis as
those of property and equipment.
The lease liabilities are initially measured at the present value of the lease payments that are not paid at the
commencement date, discounted using the relevant country discount rate. Lease Liabilities are adjusted for certain
re-measurement events, e.g. revised discount rate, change in the lease term or change in future lease payments resulting
from a change in an index. Lease liabilities are discounted using their incremental borrowing rates, which are determined
using the Group’s external cost of borrowing adjusted for timing of borrowing, lease term, country and currency impacts.
An asset specific adjustment is also applied to tailor the discount rate to the specific characteristic of the leased asset.
For the purpose of determining asset specific adjustments leases have been organised into pools of similar leased
asset types.
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Financial Statements
1 Material accounting policies continued
Site agreements
The Group operates vending units which are deployed under a fee-paying agreement with the site owner. These
agreements vary widely in their terms and conditions. The Group examines, on an individual basis, the degree to which
these agreements meet the definition of a lease under IFRS 16, with particular regard to the presence of an identified
asset with no substitution rights. While the standard sets out the definition of a lease, judgement is required in assessing
the degree to which those criteria are met, particularly with regard to the presence of an identified asset with no
substitution rights.
Contracts outside of the scope of IFRS 16
Some of the Group’s lease arrangements do not meet the criteria for IFRS 16 treatment (e.g. variable rent, site owners
have control over the machine location or ME Group can stop a contract with a short period notice at any time) and are
de facto accounted for as operating costs.
1.10 Impairment of non-financial assets
For goodwill and intangible assets with indefinite lives, the carrying value is reviewed annually for impairment or more
frequently if events or changes in circumstances indicate that the carrying amounts may be impaired.
Other intangible assets and property, plant and equipment are reviewed for impairment losses whenever events or
changes in circumstances indicate that the carrying amount may not be recoverable. If the carrying value of the asset is
higher than the recoverable amount of the asset an impairment loss is recognised. Impairment charges are included in
‘Adminstration expenses’ in the income statement. In carrying out such impairment evaluations the recoverable amount
is the higher of the asset’s value in use or its fair value less costs to sell.
Assets that do not generate largely independent cash inflows are grouped at the lowest level for which separately
identifiable cash inflows exist (cash-generating units) and the recoverable amount is determined for the cash-generating
unit (CGU). For the purposes of impairment testing of goodwill and intangible assets, the Group defines a CGU as an
operating company. For property, plant and equipment, impairment testing is performed at the individual asset level.
Reversal of impairment
Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate
of its recoverable amount, but so that it does not exceed the carrying amount that would have been determined had no
impairment loss been recognised. No impairment loss is reversed for goodwill or intangible assets with indefinite lives.
1.11 Financial instruments
(i) Financial assets
Classification of financial assets
Financial instruments are classified based on the Group’s business model for managing financial assets and the
contractual cash flow characteristics of the financial asset.
(a) Trade receivables
Trade receivables are initially measured at fair value, and subsequently at their amortised cost as reduced by
appropriate allowances for expected credit losses.
(b) Cash and cash equivalents
Cash and cash equivalents are measured at amortised costs. Bank overdrafts are included within borrowings in
current liabilities in the statements of financial position.
(c) Financial assets at fair value through profit or loss
Financial assets in this category are initially recorded and subsequently valued at fair value, with changes in fair
value recognised in the income statement.
For investments designated as financial assets at fair value through profit or loss, the fair values of quoted
investments are based on current bid prices. For unlisted investments the Group uses various valuation techniques
to determine fair values. Investments in convertible bonds are valued on a discounted cashflow basis and by
reference to the issuing company’s equity value, where necessary.
Notes to the Group Financial Statements continued
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Financial Statements
(ii) Financial liabilities
(a) Borrowings
Borrowings are recorded initially at the fair value of the consideration received net of directly attributable
transaction costs.
After initial recognition, borrowings are subsequently measured at amortised cost using the effective interest rate
method. This method includes any initial issue costs and discounts or premiums on settlement. Finance costs on the
borrowings are charged to the income statement under the effective interest rate method.
Financial liabilities are derecognised when the obligation under the liability is cancelled, discharged or has expired.
(b) Trade and other payables
Trade payables are initially recorded at fair value and subsequently recorded at amortised cost using the effective
interest rate method.
1.12 Inventories
Inventories are stated at the lower of cost and net realisable value. Cost includes costs incurred in bringing inventories to
their present location and condition. The cost of work-in-progress and finished goods includes an appropriate proportion
of production overheads.
Finished goods also include operating equipment not yet sited.
Raw materials and consumables are valued on a first-in first-out basis or on an average cost basis where average cost is
not significantly different to first-in first-out due to the fast turnaround of consumables. The Group uses standard costs to
value inventory and these standard costs are regularly updated to reflect current prices.
Inventories are stated net of provisions for slow moving and obsolete inventory based on expected future usage.
1.13 Cash and cash equivalents
Cash and cash equivalents are carried in the statements of financial position at amortised cost. Bank overdrafts are
included within borrowings in current liabilities in the statements of financial position. For the purposes of the statements
of cash flows, cash and cash equivalents comprises cash on hand, restricted and unrestricted deposits held at banks and
other highly liquid investments with an original maturity of three months or less, less bank overdrafts.
Cash and cash equivalents includes an estimate for cash in transit at the year end, being cash that has been collected
and is held in the machines but has not yet been banked.
The Group operates a zero balancing cash pooling arrangement, which physically sweeps cash from subsidiary bank
accounts to central clearing bank accounts on a daily basis. Any overdrawn balances in subsidiaries are not offset against
positive balances.
1.14 Share capital and reserves
Share capital
Ordinary shares of the Company are classified as equity.
Where the Company acquires its own equity share capital (treasury shares), the consideration paid, including any
directly attributable incremental costs (net of tax relief), is deducted from equity attributable to the Company’s
equity shareholders until the shares are either cancelled or subsequently reissued. The amount is shown in equity as
treasury shares.
Where treasury shares are subsequently reissued, any consideration received, net of any directly attributable incremental
transaction costs and the related income tax effects, is included in equity attributable to the Company’s equity holders.
Where treasury shares are subsequently cancelled, share capital is reduced by the nominal value of the shares cancelled,
with a corresponding credit entry made to the capital redemption reserve. The consideration originally paid to acquire
the shares is recognized as a reduction in retained earnings.
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Financial Statements
1 Material accounting policies continued
Share premium
Any excess received for shares issued over their nominal value is recorded in the share premium account.
Capital redemption reserve
The capital redemption reserve is a statutory, non-distributable reserve into which amounts are transferred following the
purchase and cancellation of the Company’s own shares.
Translation reserve
The foreign currency translation reserve is used to record exchange differences arising from the translation of the
financial statements of foreign subsidiaries and associates. In accordance with the options allowed under IFRS 1, only
exchange rate differences arising on translation after the date of transition, 1 May 2004, are shown in this reserve.
Other reserves
Share options reserve
This reserve is used to accrue the grant date fair value of options issued, in accordance with IFRS 2.
Other reserve accounts arising in subsidiaries
These reserves are generally not distributable and arise as a result of local legislation regarding capital maintenance.
1.15 Employee benefits
Pension obligations
Group companies have various pension schemes in accordance with local conditions and practices in the countries in
which they operate. The Group operates both defined benefit and defined contribution schemes.
The Company operates a defined benefit pension scheme, which is closed to new entrants, with contributions made
by employees and the Company with defined benefits being based upon the employee’s length of service and final
pensionable salary. The Company also operates a defined contribution pension scheme.
Defined benefit schemes
Details of the pension schemes are included in note 24.
The net obligation for the Group’s defined benefit pension schemes is calculated for each scheme separately by
estimating the future benefit that employees have earned in the current and prior periods, discounting that amount
and deducting the fair value amount of plan assets. The calculation is performed by independent actuaries using the
projected unit credit actuarial method. If this calculation results in a potential asset for the Group, this asset is only
recognised to the present value of the economic benefits available in the form of a refund of contributions paid to the
fund or reductions in future contributions. In calculating the present value of any economic benefit consideration is given
to any minimum funding requirements.
Re-measurement of the net liability, which comprises actuarial gains and losses, the return on plan assets (excluding
interest) and the effects of any asset ceiling, are recognised in other comprehensive income. The Group determines the
net interest expense (income) on the net liability (asset) for the period by applying the discount rate used to measure
the defined benefit obligation at the beginning of the period to the then net defined liability (asset), taking into account
changes in the period as a result of contributions and pension benefits paid. Other expenses are charged to profit
and loss.
When plan benefits are changed or the plan curtailed, the resulting change in benefit that relates to past service or the
gain or loss on curtailment is recognised in profit and loss. Gains and losses on settlement of any plan are recognised
when settlement occurs.
Defined contribution schemes
Contributions to defined contribution schemes are expensed as incurred.
Notes to the Group Financial Statements continued
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Financial Statements
Other post‑employment benefits
In addition to the pension schemes noted above, contracts of employment in certain Group companies require provision
to be made for employee retirements. These provisions are based on local circumstances, length of service and salaries
of the employees concerned. They are included in post-employment benefit obligations and shown in note 24 as other
retirement provisions.
Share‑based payments
The cost of equity-settled transactions with employees is measured by reference to the fair value at the date of grant,
determined using the Black-Scholes model. The fair value is expensed on a straight-line basis over the vesting period,
based on management’s estimate of the number of shares that will eventually vest. The Group does not have options
with market conditions.
On exercise of the option the proceeds received are allocated to share capital (nominal value of shares) and share premium.
The grant by the Parent Company of options over its ordinary shares to the employees of subsidiary undertakings in the
Group is treated as a capital contribution. The fair value of the employee services received, measured by reference to the
grant date fair value, is recognised over the investing period as an increase to the investment in subsidiary undertakings
with a corresponding credit to other reserves in equity.
Details of share-based payments are included in note 22.
Termination benefits
Termination benefits are recognised in the income statement in the period when the Group is demonstrably committed
to the termination of employment or to provide termination benefits as a result of an offer made to encourage voluntary
redundancy.
Short‑term employee benefits
The Group recognises a liability and an expense for short-term employee benefits (such as holiday pay, bonuses and
profit sharing) where these obligations contractually arise (for example, as a result of employment contracts) or where a
constructive obligation has arisen from past practice.
1.16 Dividend distributions
Final dividends to the Company’s shareholders are recognised as a liability and deducted from shareholders’ equity in
the period in which the dividends are approved by shareholders. Interim dividends are recognised as a liability when paid.
1.17 Non-current assets classified as held for sale
The Group classifies a non-current asset (or disposal group) as held for sale if its carrying amount will be recovered
principally through a sale transaction rather than through continuing use.
Non-current assets transferred to held for sale are recognised at the lower of their carrying amount and fair value less
costs to sell and presented separately on the Statement of Financial Position. Non-current assets classified as held for
sale are not depreciated.
1.18 Guarantees issued by parent company
The parent company of the Group has issued guarantees over certain bank loan liabilities of subsidiary companies in
France and Japan. Under these guarantees, the Company would be liable for the subsidiaries’ loan liabilities in the event
of a default. The outstanding balance of guaranteed loan liabilities at 31 October 2025 was £8,493,000.
The Company is required to recognise expected credit losses provisions (ECL) based on unbiased forward-looking
information in relation to these guarantee contracts. The ECL is measured using two main components: probability of
default and loss given default.
Management have assessed the probability of default and considered the following factors: the Group operates a cash
pooling arrangement, which ensures that all subsidiaries have access to sufficient cash to meet their obligations as they
fall due; at the reporting date the Group holds cash of £56,539,000, which exceeds the balance of guaranteed loans;
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Financial Statements
1 Material accounting policies continued
and cash forecasts indicate that the Group will continue to hold sufficient cash to cover the guaranteed loans for the next
three years. Management concluded that the probability of default is extremely low.
The loss given default value would be the outstanding value of the guaranteed loan liabilities.
Given the facts set out above, management determined the value of the ECL is trivial, therefore no provision has been
recognised.
2 New standards, amendments and interpretations
New accounting standards
Adopted by the Group
The Group has adopted the following new standards and amendments for the first time in these financial statements
with no material impact:
▪ Lease liability in a sale and leaseback – Amendments to IFRS 16
▪ Classification of liabilities as current or non-current and non-current liabilities with covenants – Amendments to IAS 1
▪ Disclosure of supplier finance arrangements – Amendments to IAS 7 and IFRS 7
Not yet adopted by the Group
Certain new accounting standards and interpretations have been published which are endorsed in the UK that are
not mandatory for the current period and have not been early adopted by the Group. These new standards and
interpretations, which are not expected to have a material effect on the Group, are set out below.
Whilst IFRS 18 will not impact the way that the group recognises and measures items in the financial statements, it will
impact on the way some items are presented and disclosed. Specifically:
▪ The Group Statement of Comprehensive Income will be reorganised into categories defined by IFRS 18;
▪ Additional disclosure around management-defined performance measures (MPM’s) and reconciliation to the
financial statements; and
▪ Changes to the way items are aggregated and disaggregated. For example the way costs are presented in note 5
operating profit.
Date required to be
Description adopted by the Group
Lack of exchangeability – Amendments to IAS 21
1 January 2025
Annual Improvements to IFRS Accounting Standards – Amendments 11
1 January 2026
Amendments to IFRS 7 and IFRS 9 – classification and measurement of financial instruments
1 January 2026
IFRS 18 – Presentation and Disclosure in Financial Statements
1 January 2027
3 Key judgements, critical accounting estimates and other accounting estimates
The following are the critical judgements, apart from those involving estimations (which are dealt with separately
below), 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 financial statements.
1) Development costs – notes 1.7 and 12.
Judgement is required to determine whether development expenditure meets the criteria for capitalization as
an intangible asset, in accordance with IAS 38. Specifically, management must determine that it is probable that
future economic benefits that are attributable to the asset will flow to the Group, and that the cost of the asset can
be reliably measured. Management assesses whether an asset under development will be a commercial success,
and therefore generate economic benefit, through the use of discounted cashflow analysis. This judgement has
been applied consistently year to year.
Notes to the Group Financial Statements continued
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Financial Statements
2) Application of IFRS16 to site agreements – note 1.9
The Group operates vending units which are deployed under a fee-paying agreement with the site owner. These
agreements vary widely in their terms and conditions. Due to the high volume of such agreements, the accounting
impact is material to the Group. Management assesses, on agreement-by-agreement basis, whether the criteria for
recognition as a lease under IFRS 16 has been met. While the standard sets out the definition of a lease, judgement
is required in assessing the degree to which those criteria are met, particularly with regard to the presence of an
identified asset with no substitution rights. This judgement has been applied consistently year to year.
The following are areas of estimation uncertainty:
Critical estimates:
1) Goodwill and other intangible assets – notes 1.7, 1.10 and 12.
Impairment
The recoverable amount of cash generating units (CGUs) has been determined by management on either a fair
value less costs to dispose or a value-in-use basis. These calculations require estimates by management, including
management’s expectations of future growth in revenue, costs and profit margins, cash flows and discount rates.
The carrying value of goodwill and intangible assets at the period end were £11,159,000 and £16,205,000 respectively.
For both goodwill and intangible assets, value in use was determined by discounting the future cash flows of the
CGU. Cash flows include a forecast period of five years, based on actual operating results, budgets and economic
market research with a terminal value based on a long-term growth rate applied thereafter. The Growth rate
assumption for all CGUs was 1% (2024: 1%).
Fair value less costs to dispose is determined using a discounted future cashflow income approach.
WACC discount rates were calculated for each territory and ranged between 12.0% and 14.2% (2024: 11.4%-14.3%).
Further details of impairment testing, including assumptions and sensitivities, are disclosed in note 12.
Goodwill impairments are not reversed or adjusted.
Germany CGU
Management has undertaken a comprehensive impairment assessment in accordance with IAS 36 Impairment of Assets
across all cash-generating units (CGUs), with particular emphasis this year on the Group’s operations in Germany (the
German CGU). This increased focus reflects recent changes in German regulatory requirements, which rendered certain
aspects of the identification machines no longer fit for purpose and resulted in reduced revenue from those activities
in the year. In response, management has made significant investments to upgrade the underlying software and is
progressing through the certification process to ensure that the German photo booths fully comply with the revised
regulations and remain fit for purpose.
The forecasts supporting the German CGU’s value-in-use calculations assume that all required certifications will be
obtained by mid-2026, with profitability and trading performance expected to normalize gradually between mid-2026
and 2027. These forecasts also incorporate a substantial capital expenditure program planned for the financial year
ending 30 June 2026, primarily relating to the upgrade and deployment of compliant photo booths and associated
software across the German network. The impairment model reflects both the costs necessary to complete these
enhancements and a revised future sales mix, with revenue expected to diversify away from identification machines as
the primary source of income towards a broader portfolio that includes automated laundromats.
The principal source of estimation uncertainty relates to the timing and successful completion of (i) the certification
process and (ii) the planned capital expenditure program, including the Group’s ability to deliver the investments on
schedule and within budget and to realize the anticipated operational and revenue benefits. Management remains
confident that certification will be achieved, noting its successful track record in securing similar approvals in other
jurisdictions and the absence of any historical failures. As at the date of approval of these financial statements, the first
level of certification has been obtained, the second level is expected within the coming weeks, and final certification is
anticipated by mid-2026.
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Financial Statements
3 Key judgements, critical accounting estimates and other accounting estimates continued
Based on management’s impairment modelling, including stress testing of key assumptions—particularly the timing of
certification, the profile of the FY26 capital expenditure program, and the expected recovery in revenue and margins—
the directors are satisfied that no impairment of goodwill or other assets within the German CGU is required as at the
reporting date. This conclusion remains appropriate up to the date of approval of these financial statements.
Purchase price allocation (PPA)
In accordance with IFRS, purchase price allocation is completed within one year of the acquisition date. Resulting
adjustments to prior year balances are shown as an opening balance remeasurement in the current year.
2) Useful lives of property, plant and equipment (UEL) – notes 1.8 and 13.
Management make estimates of the useful life of property, plant and equipment as disclosed in note 1.8. Photobooths
and vending machines are the most material category of property, plant and equipment to the Group (carrying value
of £135,346,000). UELs for photobooths and vending machines are determined through analysis of the historic cash
generation lifecycle of the vending estate. Technological developments and regulatory changes can impact on the
UELs of the vending estate. Management consider these factors in assessing the UELs of the assets.
The key inputs in determining asset UELs are actual historic and expected forward-looking cash generation
lifecycle data. If the average period of cash generation for photobooths and vending machines increased by one
year, causing a one year increase in UELs, the annual depreciation charge would reduce by £4,108,000. If the
average period of cash generation for photobooths and vending machines decreased by one year, causing a one
year decrease in UELs, the annual depreciation charge would increase by £5,917,000.
3) Valuation of pension obligations – note 1.15 and 24
The Group operates pension and other retirement and post-employment schemes including both funded defined
benefit schemes, and defined contribution schemes. The schemes’ assets and liabilities are valued annually by third
party actuaries, in accordance with IAS19. Pension valuations are subject to estimation and uncertainty due to the
complex nature of actuarial assumptions. Management reviews the appropriateness of the actuaries’ assumptions
each year as part of the valuation process.
The carrying value of the Group’s pension and retirement obligations at the period end was £4,556,000.
4) Critical Estimates ‑ French corporation tax provision – note 9
ME Group France SAS underwent a tax audit by the French tax authorities covering the three consecutive financial
years ended 31 October 2022, giving rise to proposed reassessments of the tax charges recognised for those
years. The proposed reassessments mainly relate to the deductibility of certain provisions and the deductibility of
intra-group services charged by the UK entity Photo-Me Limited under the Group’s transfer pricing policy. These
reassessments may give rise to additional consequences, including withholding tax, CVAE adjustments (a French
local tax), as well as penalties and late-payment interest.
The Company and its external tax advisers believe it has acted in full compliance with all applicable legislation, and
that the matter is one of a difference in interpretation of the underlying rules. Therefore the Company is vigorously
contesting the proposed reassessments and is in active discussions with the French tax authorities. The Group will
use the mechanisms provided under the France–United Kingdom tax treaty to eliminate any potential double
taxation, wherever appropriate.
In accordance with IFRS (specifically the requirements of IFRIC 23 relating to uncertain tax positions), Group
management has carried out a probability-weighted assessment of the possible outcomes to determine the
appropriate level of provision to cover the tax risks identified in connection with this matter. The calculated range
of possible outcomes relating to all three years under review is between £1.2m and £8.5m however management’s
view is that the most probable outcome will be towards the lower end of the range, and the provision recorded
reflects this assessment. Given the nature of tax procedures and any potential international procedures that may
be initiated, the final resolution of this matter is expected to take approximately three to five years.
Notes to the Group Financial Statements continued
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Financial Statements
5) Cash in transit – notes 1.13 and 19
Cash and cash equivalents includes management’s estimate of the value of cash in transit at the year end,
being cash that has been collected and is held in the machines but has not yet been banked. Due to the volume
of machines operated by the Group, it is not possible to collect and count the cash balance of every machine on
the reporting date. The balance is estimated, on a machine-by-machine basis, by multiplying the average daily
revenue by the number of days between the most recent cash collection and the reporting date.
At the period end the value of cash in transit was £7,469,000.
Other estimates
1) Impairment of property, plant and equipment – notes 1.8, 1.10 and 13.
At 31 October 2025 management reviewed the forecast cash generation of the vending machine estate and their
carrying values, and determined that no indicators of impairment existed.
Further details are disclosed in note 13.
The carrying value of property, plant and equipment at the period end was £169,506,000.
2) Determination of discount rates for lease accounting – notes 1.9 and 13
To calculate the value of right of use assets and lease liabilities recognised in the Statement of Financial Position,
management must determine an appropriate discount rate to apply to the cashflows of each lease agreement.
Discount rates are subject to uncertainty and estimation as they are based on numerous external inputs
and assumptions.
Management determines discount rates using the Group’s external cost of borrowing adjusted for timing of
borrowing, lease term, country and currency impacts. Management obtained expert external advice on the
determination of appropriate discount rates for the year ended 31 October 2025. The discount rates used for new
leases entered into during the period range between 0.17% and 3.93%.
The key input in determining the discount rates is the Group’s external cost of borrowing. A 10% increase in the
Group’s external cost of borrowing would result in a discount rate range of 0.29% to 4.05%.
4 Segmental analysis
IFRS 8 requires operating segments to be identified based on information presented to the Chief Operating Decision
Maker (CODM) in order to allocate resources to the segments and monitor performance. For ME Group the Board
is considered to be the CODM. The Group reports its segments on a geographical basis: Continental Europe, United
Kingdom & Ireland and Asia Pacific.
Individual operating companies are aggregated into the three geographic segments. The Board believe that the similar
economic characteristics of the operating companies, together with the fact that they are similar in terms of operations,
use common systems and the nature of the regulatory environment allow them to be aggregated into geographic
reporting segments.
The key segmental performance indicators considered by the CODM are revenue and operating profit.
Segmental results are reported before intra-group transfer pricing charges.
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Financial Statements
4 Segmental analysis continued
The following tables provide analysis of performance by geographic segment:
United
Continental Kingdom Asia
Europe & Ireland Pacific Corporate Total
31 October 2025 £’000 £’000 £’000 £’000 £’000
Photo.ME
107,925
15,132
43,154
–
166,211
Wash.ME
68,532
32,216
100
–
100,848
Print.ME
10,689
112
5
–
10,806
Other vending (including Feed.ME)
2,244
1,922
5,934
–
10,100
Total vending revenue
189,390
49,382
49,193
–
287,965
Sales of equipment, spare parts, consumables
20,894
559
304
–
21,757
Sales of services
5,228
177
266
–
5,671
Total revenue
215,512
50,118
49,763
–
315,393
EBITDA
96,428
21,088
11,473
(8,554)
120,435
Depreciation and amortisation
(28,838)
(7,499)
(4,830)
(1,130)
(42,297)
(Impairment) / reversal of impairment of
non-current assets
–
–
–
–
–
Operating profit / (loss)
67,590
13,589
6,643
(9,684)
78,138
Operating profit
78,138
Non operating income – net
2,211
Finance income
118
Finance costs
(2,256)
Profit before tax
78,211
Tax
(21,639)
Profit for the period
56,572
Capital expenditure (excluding Right of Use assets)
43,540
17,284
2,812
1,972
65,609
Non-current assets
132,683
41,781
21,860
4,552
200,876
Notes to the Group Financial Statements continued
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Financial Statements
United
Continental Kingdom Asia
Europe & Ireland Pacific Corporate Total
31 October 2024 £’000 £’000 £’000 £’000 £’000
Photo.ME
111,646
19,288
42,296
–
173,230
Wash.ME
64,084
27,207
166
–
91,457
Print.ME
10,657
116
85
–
10,858
Other vending (including Feed.ME)
1,889
1,587
6,426
–
9,902
Total vending revenue
188,276
48,198
48,973
–
285,447
Sales of equipment, spare parts, consumables
17,406
841
378
–
18,625
Sales of services
3,305
150
360
–
3,815
Total revenue
208,987
49,188
49,711
–
307,886
EBITDA
94,490
19,205
10,979
(10,450)
114,224
Depreciation and amortisation
(27,000)
(6,482)
(5,327)
(392)
(39,201)
(Impairment) / reversal of impairment of
non-current assets
585
312
(1,530)
–
(633)
Operating profit / (loss)
68,075
13,035
4,122
(10,842)
74,390
Operating profit
74,390
Non operating income – net
982
Finance income
670
Finance costs
(2,621)
Profit before tax
73,421
Tax
(19,331)
Profit for the period
54,090
Capital expenditure (excluding Right of Use assets)
38,582
12,764
2,487
781
54,614
Non-current assets
108,727
32,265
23,667
1,511
166,170
The tables below provide additional analysis, showing the Group’s results by product segment:
Other
Photo.ME Wash.ME Print.ME Vending Corporate Total
31 October 2025 £’000 £’000 £’000 £’000 £’000 £’000
Vending revenue
166,211
100,848
10,806
10,100
–
287,965
Sales of equipment, spare parts,
consumables
1,598
11,042
217
8,900
–
21,757
Sales of services
798
532
48
4,293
–
5,671
Total revenue
168,607
112,422
11,071
23,293
–
315,393
EBITDA
59,275
55,525
6,211
7,978
(8,554)
120,435
Depreciation and amortisation
(10,774)
(22,330)
(2,959)
(5,104)
(1,130)
(42,297)
(Impairment) / reversal of impairment
–
–
–
–
–
–
of non-current assets
Operating profit / (loss)
48,501
33,195
3,252
2,874
(9,684)
78,138
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Financial Statements
4 Segmental analysis continued
Other
Photo.ME Wash.ME Print.ME Vending Corporate Total
31 October 2024 £’000 £’000 £’000 £’000 £’000 £’000
Vending revenue
173,230
91,457
10,858
9,902
–
285,447
Sales of equipment, spare parts,
consumables
798
5,084
1,205
11,538
–
18,625
Sales of services
923
532
53
2,306
–
3,815
Total revenue
174,951
97,073
12,116
23,746
–
307,886
EBITDA
61,621
46,953
4,925
11,175
(10,450)
114,224
Depreciation and amortisation
(10,922)
(20,054)
(2,762)
(4,504)
(959)
(39,201)
(Impairment) / reversal of impairment
1,595
1,550
79
(3,885)
28
(633)
of non-current assets
Operating profit / (loss)
52,294
28,449
2,242
2,786
(11,381)
74,390
The Parent Company is domiciled in the UK.
There were no major customers, defined as a single customer contributing at least 10% of the Group’s revenue, in the
period ended 31 October 2025 (2024: none).
5 Operating profit
Costs and overhead items charged/(credited) in arriving at operating profit for the period, include the following:
Cost of sales
31 October 31 October
2025 2024
£’000 £’000
Depreciation of owned assets (note13)
32,385
27,348
Depreciation of right of use assets (note 13)
5,269
5,584
Amortisation of previously capitalised research and development expenditure (note 12)
2,130
2,168
Amortisation of intangible assets other than research and development (note 12)
1,266
1,921
Impairment of previously capitalised research and development expenditure (note 12)
–
771
Reversal of impairment of property, plant and equipment (note13)
–
(919)
Total depreciation, amortisation and impairment
41,050
36,873
Commissions
73,244
72,517
Cost of inventories recognised as an expense
13,915
15,877
Site costs
5,437
4,665
Employment and other labour costs
44,008
45,031
Non capitalised research and development costs (excluding employment costs)
150
183
Property costs
981
1,051
Transportation freight costs
4,447
4,768
Marketing costs
2,917
2,797
Vehicle costs
2,764
3,036
Cash collection and telemetry costs
2,755
2,624
Short term and low value lease rentals
2,259
2,224
Provisions charged against obsolete inventory
85
401
Foreign exchange (gain) / loss
(568)
1,767
Loss on disposal of property, plant and equipment
1,180
250
Other cost of sales
7,806
4,330
Cost of sales
202,430
198,394
Notes to the Group Financial Statements continued
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Financial Statements
Other operating income
31 October 31 October
2025 2024
£’000 £’000
Rental income
76
124
Other non-trading income
78
85
Other operating Income
154
209
Administrative expenses
31 October 31 October
2025 2024
£’000 £’000
Employment and other labour costs
20,219
21,819
Depreciation of owned assets (note13)
137
1,144
Amortisation of intangible assets other than research and development (note 12)
1,112
1,036
Impairment of intangible assets other than research and development (note12)
–
516
Impairment of goodwill (note 12)
–
1,014
Reversal of impairment of property, plant and equipment (note13)
–
(749)
Foreign exchange loss/(gain)
(843)
(305)
Legal, audit and professional fees
6,371
3,438
Travel and entertaining costs
1,014
1,092
Other administrative costs
6,958
6,612
Administrative expenses
34,968
35,617
Audit and non‑audit services
The following fees for audit and non-audit services were paid or are payable to the Group’s auditor, Forvis Mazars
(2024: Forvis Mazars) and its associates.
31 October 31 October
2025 2024
£’000 £’000
Fees for the audit of the company and the group – Forvis Mazars
437
420
Fees for the audit of the company and the group – Forvis Mazars (overrun in prior year)
–
40
Fees for the audit of the subsidiaries – other Forvis Mazars
128
129
Fees for audit related services (interim review) – Forvis Mazars
58
55
Fees for the audit of the subsidiaries – Other firms
88
87
711
731
In order to maintain the independence of the external auditors, the Board has determined policies as to what non-audit
services can be provided by the Group’s external auditors and the approval processes related thereto. This function is
performed by the Audit Committee. Such services will only be approved if there are clear efficiencies and added value
benefits to the Group.
In addition to the audit fees payable to the Group’s auditor and its associates, certain Group subsidiaries are audited by
other firms.
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ME Group plc Annual Report 2025
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Financial Statements
6 Non-operating income – net
Non-operating income – net comprises transactions relating to financial instruments held at FVTPL, acquisition and
disposal of subsidiaries and disposal of property. They have been disclosed separately in order to improve the reader’s
understanding of the financial statements and are not disclosed within operating profit as they are non-trading
in nature.
31 October 31 October
2025 2024
£’000 £’000
Gain on disposal of property
1,577
378
Gain on bargain purchase
222
1,120
Fair value gain / (loss) on financial instrument held at FVTPL
321
(334)
Loss on disposal of subsidiary
–
(339)
Other gain
90
157
Non-operating income – net
2,211
982
Period ended 31 October 2025
The Group generated a gain of £1,577,000 from the partial disposal of an office building, previously held as non-current
assets classified as held for sale. See note 14 for details.
The Group recognised a gain on bargain purchase of £222,000 in the relation to the APS acquisition. See note 31 for details.
Period ended 31 October 2024
The Group made a loss on disposal of £339,000 from the disposal of its French subsidiary Sempa SAS in May 2024.
The Group generated a gain of £378,000 from the partial disposal of an office building, previously held as non-current
assets classified as held for sale. See note 14 for details.
The Group recognised a gain on bargain purchase of £1,120,000 in relation to the Fujifilm acquisition.
7 Employees
Employment costs
31 October 31 October
2025 2024
£’000 £’000
Wages and salaries
42,105
44,389
Social security costs
10,556
9,269
Share options granted to directors and employees
413
795
Post-employment benefit costs
– defined benefit schemes
270
359
– defined contribution schemes
467
783
53,811
55,595
Notes to the Group Financial Statements continued
ME Group plc Annual Report 2025
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ME Group plc Annual Report 2025
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Financial Statements
Number of employees
The average number of employees during the period (including executive directors) comprised:
31 October 31 October
2025 2024
Full – time
997
968
Part – time
146
151
1,143
1,119
UK: Full – time
157
154
UK: Part – time
2
3
Continental Europe: Full – time
613
651
Continental Europe: Part – time
30
40
Asia and rest of the world: Full – time
227
163
Asia and rest of the world: Part – time
114
108
1,143
1,119
Employees by category
As at As at
31 October 31 October
2025 2024
Senior managers in the Group (excluding directors of ME Group)
18
18
Employees – Sales
106
108
Employees – Administration
189
181
Employees – Operating
830
812
Total
1,143
1,119
The cost of sales employees and operating employees are recognised in the income statement in Cost of Sales. The
cost of administration employees is recognised in the income statement in Administrative Expenses. The cost of senior
managers is recognised in the income statement in either Cost of Sales or Administrative Expenses, dependent on the
function they perform.
8 Finance income and costs
31 October 31 October
2025 2024
£’000 £’000
Finance income
Interest income
118
670
118
670
Finance costs
Bank loans and overdrafts at amortised cost
(861)
(1,037)
Interest on lease liabilities
(1,357)
(1,575)
Other finance costs
(38)
(9)
(2,256)
(2,621)
Interest income, interest cost on bank loans and overdrafts and interest on lease liabilities are all recognised on an
effective interest rate basis.
Interest income is earned on short term deposits. The Group earned interest on deposits at rates between 2.25% and
4.05% in the year (2024: 2.90% to 4.75%).
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ME Group plc Annual Report 2025
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Financial Statements
9 Taxation expense
Tax charges/(credits) in the statement of comprehensive income
31 October 31 October
2025 2024
£’000 £’000
Taxation
Current taxation
UK Corporation tax
– current period
8,552
10,081
– prior periods
120
(156)
8,672
9,925
Overseas taxation
– current period
8,079
7,702
– prior periods
2,475
125
10,554
7,827
Total current taxation
19,226
17,752
Deferred taxation
Origination and reversal of temporary differences
– current period – UK
2,813
2,239
– current period – overseas
(402)
(803)
Adjustments in respect of prior periods – UK
2
143
Total deferred tax
2,413
1,579
Tax charge in the income statement
21,639
19,331
Tax relating to items charged / (credited) to other components of comprehensive income
Corporation tax
–
–
Deferred tax
25
(118)
Tax charge in other comprehensive income
25
(118)
Total tax charge in the statement of comprehensive income
21,664
19,213
Reconciliation of total tax charge
The difference between the Group tax charge and the standard UK corporation tax rate of 25% (2024: 25%) is explained below:
31 October 31 October
2025 2024
£’000 £’000
Profit before tax
78,211
73,421
Tax using the weighted average UK corporation tax rate of 25%
19,553
18,355
Effect of:
– non-taxable items
(1,144)
(349)
– overseas tax rates
487
975
– non-deductible expenses
174
197
– adjustments to tax in respect of prior periods
2,597
112
– other adjustments
(28)
41
Total tax charge
21,639
19,331
Effective tax rate
27.7%
26.3%
The Group undertakes business in multiple tax jurisdictions.
The Group tax charge of £21.6m (2024: £19.3m) corresponds to an effective tax rate of 27.7% (2024: 26.3%). The increase in
the effective tax rate is due to provisions for tax reassessments in France, as explained in note 3 - key judgements, critical
accounting estimates and other accounting estimates.
Notes to the Group Financial Statements continued
ME Group plc Annual Report 2025
143
ME Group plc Annual Report 2025
143
Financial Statements
The increase in the effective tax rate is due to provisions for tax reassessments in France, as explained in note 3 - key
judgements, critical accounting estimates and other accounting estimates.
10 Dividends paid and proposed
31 October 31 October
2025 2024
£’000 £’000
Declared and paid during the year
Interim dividend for 2024: 3.45p (2023: 2.97p)
12,998
11,202
Final dividend for 2024: 4.45p (2023: 4.42p)
16,771
16,640
29,769
27,842
Declared but paid after the year end
Interim dividend for 2025: 3.85p (2024:3,45p)
14,542
12,998
14,542
12,998
Proposed for approval by shareholders at the AGM
(Not recognised as a liability at 31 October)
Final dividend for 2025: 4.79p (2024: 4.45p)
18,101
16,771
18,101
16,771
Declared and paid during the year
The Board approved an interim dividend of 3.45p per ordinary share for the year ended 31 October 2024, at its
12 July 2024 meeting. The interim dividend was paid on 29 November 2024.
The Board proposed a final dividend of 4.45p per ordinary share in respect of the year ended 31 October 2024, which was
approved by shareholders at the Annual General Meeting held on 25 April 2025 and paid on 23 May 2025.
Declared but paid after the year end
The Board approved an interim dividend of 3.85p per ordinary share for the year ended 31 October 2025, at its
21 July 2025 meeting. The interim dividend was paid on 28 November 2025.
Proposed for approval by shareholders at the AGM
The Board proposed a final dividend of 4.7 9p per ordinary share in respect of the year ended 31 October 2025. Subject to
approval by shareholders at the Annual General Meeting on 24 April 2026, the final dividend will be paid on 29 May 2026.
ME Group plc Annual Report 2025
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ME Group plc Annual Report 2025
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Financial Statements
11 Earnings per share
Basic earnings per share amounts are calculated by dividing net earnings attributable to shareholders of the Parent
Company of £56,572,000 (2024: £54,090,000) by the weighted average number of shares in issue during the period.
Diluted earnings per share amounts are calculated by dividing the net earnings attributable to shareholders of the
Parent Company by the weighted average number of shares outstanding during the period plus the weighted average
number of shares that would be issued on conversion of all the dilutive potential shares into shares. The Group has only
one category of dilutive potential shares being share options granted to senior staff, including directors, as detailed in
note 22.
The earnings and weighted average number of shares used in the calculation are set out in the table below:
31 October 2025
31 October 2024
Weighted Weighted
average average
number Earnings number Earnings
Earnings of shares per share Earnings of shares per share
£’000 ‘000 pence £’000 ‘000 pence
Basic earnings per share
56,572
377,155
15.00
54,090
376,605
14.36
Effect of dilutive share options
–
2,346
(0.09)
–
2,566
(0.09)
Diluted earnings per share
56,572
379,501
14.91
54,090
379,171
14.27
12 Goodwill and other intangible assets
Goodwill
£’000
Cost:
At 1 November 2023
17,207
Exchange differences
(540)
Disposals
(3,357)
At 31 October 2024
13,310
At 1 November 2024
13,310
Exchange differences
163
Disposals
(317)
At 31 October 2025
13,156
Impairment charges:
At 1 November 2023
1,318
Exchange differences
(28)
Impairment charge in the period
1,014
At 31 October 2024
2,304
At 1 November 2024
2,304
Exchange differences
10
Disposals
(317)
At 31 October 2025
1,997
Net book value:
At 1 November 2023
15,889
At 1 November 2024
11,006
At 31 October 2025
11,159
Notes to the Group Financial Statements continued
ME Group plc Annual Report 2025
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ME Group plc Annual Report 2025
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Financial Statements
Impairment losses are recognised in administrative costs.
Disposals:
£’000
Jolly Roger:
Cost
317
Impairment
(317)
Net book value
0
The Group’s subsidiary, Jolly Roger, was liquidated on 29 April 2025.
Goodwill by segments
The table below shows the allocation of goodwill acquired through business combinations between segments.
Goodwill has been allocated for impairment testing purposes to six (2024: six) cash-generating units (CGUs).
31 October 31 October
2025 2024
£’000 £’000
Carrying amount
UK & Ireland
CGU 1 – ME Group Ireland Supplies Limited
154
154
CGU 2 – Photo-Me Northern Ireland
14
14
Total UK & Ireland
168
168
Continental Europe
CGU 1 – ME Group France SAS
316
300
CGU 2 – ME Group Germany GmbH
2,026
1,926
CGU 3 – Dreamakers
934
888
Total Continental Europe
3,276
3,114
Asia
CGU 1 – ME Group Japan
1
7,715
7,724
Total Asia
7,715
7,724
Total
11,159
11,006
1
Asia CGU 1 includes goodwill from the acquisition of Photo Plaza Co Ltd, which was merged into ME Group Japan on 15th March 2021.
Goodwill impairment assessment
The Group tests annually, for impairment, or more frequently if there are indications that goodwill might be impaired. The
recoverable amount of all CGUs has beeneach CGU is determined on either a value in use basis, except for or fair value
less costs to dispose basis.
ME Group Germany GmbH CGU (“Germany”). Germany was valued on a fair value less costs to dispose basis, using a
discounted future cashflows income approach. The fair value measurement is categorised as level three of the fair value
hierarchy. The forecast cashflows for Germany include the effect of planned improvements to the CGU’s assets, meaning
that value in use was not an appropriate measure of recoverable amount.
The recoverable amount of all other CGUs has been determined on a value in use basis, using discounted future
cashflows. Consistent with the Germany CGU, the cash flow projections for these CGUs cover a five-year forecast period
based on actual operating results, budgets and economic market research, with a terminal value calculated using a
long-term growth rate thereafter.
No impairments were identified in the period.
In the year ended 31 October 2024, the goodwill relating to the Now Retail Group CGU was fully impaired (£1,014,000).
This was due to a reduction in forecast cash generation.
ME Group plc Annual Report 2025
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ME Group plc Annual Report 2025
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Financial Statements
12 Goodwill and other intangible assets continued
Key assumptions for impairment tests of goodwill and other intangible assets
Growth rate 1% (2024: 1%)
The Growth rate assumption for all Group CGUs was 1%. The growth rate has been determined based on a conservative
basis for expected annual growth in EBITDA for each CGU and takes into account revenue, volumes, selling prices
and operating costs. It is based on past experience and expected future developments in markets, operations and
economic conditions.
Discount rate 12.0%-14.2% (2024: 11.4%-14.3%)
The post-tax discount rates applied to the cash flow forecasts for the CGUs are derived from the pre-tax weighted
average cost of capital for the Group adjusted for country specific risks, local risk free borrowing rates and local tax rates
for the specific country concerned. The changes in discount rate assumptions from the prior year reflect the change in
economic conditions, in each territory, over the period.
The rates used are: United Kingdom 14.2%, (2024: 14.3%), Ireland 13.1% (2024: 12.5%), France 13.6% (2024: 12.8%), Germany
12.0% (2024: 11.4%), Japan 12.0% (2024: 11.4%) and Australia 13.2% (2024: 13.6%). The Board is confident, overall, that these
discount rates reflect the circumstances in each region and are in accordance with IAS 36.
Regulatory requirements in Germany
Management has undertaken a comprehensive impairment assessment in accordance with IAS 36 Impairment of Assets
across all cash-generating units (CGUs), with particular emphasis this year on the Group’s operations in Germany (the
German CGU). This increased focus reflects recent changes in German regulatory requirements, which rendered certain
aspects of the identification machines no longer fit for purpose and resulted in reduced revenue from those activities
in the year. In response, management has made significant investments to upgrade the underlying software and is
progressing through the certification process to ensure that the German photo booths fully comply with the revised
regulations and remain fit for purpose.
The forecasts supporting the German CGU’s value-in-use calculations assume that all required certifications will be
obtained by mid-2026, with profitability and trading performance expected to normalize gradually between mid-2026
and 2027. These forecasts also incorporate a substantial capital expenditure program planned for the financial year
ending 30 June 2026, primarily relating to the upgrade and deployment of compliant photo booths and associated
software across the German network. The impairment model reflects both the costs necessary to complete these
enhancements and a revised future sales mix, with revenue expected to diversify away from identification machines as
the primary source of income towards a broader portfolio that includes automated laundromats.
The principal source of estimation uncertainty relates to the timing and successful completion of (i) the certification
process and (ii) the planned capital expenditure program, including the Group’s ability to deliver the investments on
schedule and within budget and to realize the anticipated operational and revenue benefits. Management remains
confident that certification will be achieved, noting its successful track record in securing similar approvals in other
jurisdictions and the absence of any historical failures. As at the date of approval of these financial statements, the first
level of certification has been obtained, the second level is expected within the coming weeks, and final certification is
anticipated by mid-2026.
Based on management’s impairment modelling, including stress testing of key assumptions—particularly the timing of
certification, the profile of the FY26 capital expenditure program, and the expected recovery in revenue and margins—
the directors are satisfied that no impairment of goodwill or other assets within the German CGU is required as at the
reporting date. This conclusion remains appropriate up to the date of approval of these financial statements.
Sensitivity to key assumptions
As at the measurement date, the recoverable amount of all CGUs, based on their value in use, is higher than the carrying
amount relevant for the impairment test. The headroom of recoverable amount over carrying value for each CGU range
between £710,000 and £328,138,000 (2024: £3,337,000 to £481,815,000).
The sensitivity of the recoverable amount of CGUs to key assumptions has been assessed as follows.
Notes to the Group Financial Statements continued
ME Group plc Annual Report 2025
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ME Group plc Annual Report 2025
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Financial Statements
Discount rate
A 1% increase in the discount rate assumption for each territory would not generate any additional impairments.
Aggregate headroom across all CGUs would be reduced by £48,233,000 (2024: £64,196,000). For the CGU with the
lowest headroom, the 1% increase in discount rate would reduce headroom by a further £305,000 (2024: £544,000).
Growth rate
A 1% decrease in the growth rate assumption for each territory would not generate any additional impairments.
Aggregate headroom across all CGUs would be reduced by £29,002,000 (2024: £39,626,000). For the CGU with the
lowest headroom, the 1% decrease in growth rate would reduce headroom by a further £181,000 (2024: £333,000).
Future growth in revenue, costs and profit margins
CGUs were subjected to an impairment test under a worst-case scenario, with decreased revenue and increased costs.
The details of the sensitivity assumptions used are disclosed in the going concern section of the accounting policies (note
1.1 Basis of preparation).
In this worst-case scenario, Germany would be impaired by £3,393,000.
Aggregate headroom across remaining unimpaired CGUs would be reduced by £106,829,000 (2024: £134,443,000).
Excluding Germany, for the CGU with the lowest headroom, using the worst-case scenario would reduce headroom by
a further £303,000 (2024: £761,000).
ME Group plc Annual Report 2025
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ME Group plc Annual Report 2025
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Financial Statements
12 Goodwill and other intangible assets continued
Other intangible assets
Capitalised
development Right to Customer Droit
costs Software Brands operate related Patents au Bail Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
Cost:
At 1 November 2023
15,049
4,161
1,291
–
24,143
1,527
3,583
49,754
Exchange differences
(483)
(172)
(51)
–
(780)
(73)
(126)
(1,685)
Additions
918
661
–
–
4
1
6
1,590
Additions work in progress
921
–
–
–
–
–
–
921
Transfers
(59)
(186)
–
–
168
42
35
–
Disposal of subsidiary
–
–
–
–
(10,874)
–
–
(10,874)
Disposals
(123)
(146)
–
–
(848)
(2)
(41)
(1,160)
At 31 October 2024
16,223
4,318
1,240
–
11,813
1,495
3,457
38,546
At 1 November 2024
16,223
4,318
1,240
–
11,813
1,495
3,457
38,546
Exchange differences
382
181
65
–
9
94
190
921
Additions
928
962
–
–
119
–
–
2,009
Additions work in progress
1,064
455
–
–
–
–
–
1,519
Additions new subsidiary
–
2
–
2,673
–
–
–
2,675
Transfers from property,
plant and equipment
–
(8)
–
–
20
–
–
12
Disposals
(1,036)
(60)
–
–
(2)
–
–
(1,098)
At 31 October 2025
17,561
5,850
1,305
2,673
11,959
1,589
3,647
44,584
Amortisation:
At 1 November 2023
7,689
2,838
963
–
11,446
1,409
3,446
27,791
Exchange differences
(247)
(128)
(39)
–
(466)
(67)
(135)
(1,082)
Provided during the period
2,168
646
59
–
2,211
–
–
5,084
Impairment charge
771
–
–
–
516
–
–
1,287
Transfers
(57)
(74)
–
–
116
–
15
–
Disposal of subsidiary
–
–
–
–
(7,774)
–
–
(7,774)
Disposals
(123)
(146)
–
–
(810)
(2)
(41)
(1,122)
At 31 October 2024
10,201
3,136
983
–
5,239
1,340
3,285
24,184
At 1 November 2024
10,201
3,136
983
–
5,239
1,340
3,285
24,184
Exchange differences
252
146
53
–
(23)
87
171
686
Provided during the period
2,130
780
59
181
1,318
40
–
4,508
Transfers from property,
plant and equipment
–
(8)
–
–
18
–
–
10
Disposals
(996)
(11)
–
–
(2)
–
–
(1,009)
At 31 October 2025
11,587
4,043
1,095
181
6,550
1,467
3,456
28,379
Net book value:
At 1 November 2023
7,360
1,323
328
–
12,696
118
137
21,962
At 1 November 2024
6,022
1,182
257
–
6,574
155
172
14,362
At 31 October 2025
5,974
1,807
210
2,492
5,409
122
191
16,205
Capitalised research and development expenditure is amortised over a maximum of four years, with no residual value.
Notes to the Group Financial Statements continued
ME Group plc Annual Report 2025
149
ME Group plc Annual Report 2025
149
Financial Statements
The remaining amortisation periods for material categories of other intangible assets are:
▪ Capitalised development costs – between one and four years
▪ Right to operate - nine years
▪ Customer related – between three and eight years
Impairment charges
Current year
No new impairments in the period.
Prior year
An impairment charge of £771,000 was recognised against the capitalised development costs relating to the Group’s
pizza vending machines. With the Group’s food division performing below expectations, the pizza development costs
are no longer expected to generate economic benefit, so the carrying amount has been fully impaired. The impairment
charge was recognised in the income statement line “Cost of sales”. The impairment charge was made against an asset
in the Continental Europe operating segment.
An impairment charge of £516,000 was recognised against customer related intangible assets. The impairment charge
was recognised in the income statement line “Administrative expenses”. The entire impairment charge relates to the Now
Retail Group CGU and is due to a reduction in forecast cash generation. The impairment charge was made against an
asset in the Asia Pacific operating segment. The recoverable amount of the impaired asset is nil, determined by value in
use. The discount rate used in determining the value in use was 13.6%.
ME Group plc Annual Report 2025
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ME Group plc Annual Report 2025
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Financial Statements
13 Property, plant and equipment
Plant,
machinery, Right of
furniture, Use Plant,
Photobooth fixtures Right of machinery, Right of
Land & & vending & motor Use Land furniture, Use Motor
Buildings machines vehicles & Buildings fixtures vehicles Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000
Cost:
At 31 October 2023
37,534
298,575
12,563
5,771
12,840
7,727
375,010
Exchange difference
(1,117)
(12,277)
(747)
(207)
(461)
(277)
(15,087)
Additions
2,154
45,878
4,071
1,337
334
2,566
56,340
Transfers
(124)
(74)
198
214
(176)
(38)
–
Disposal of subsidiary
(23)
–
(312)
–
–
–
(335)
Disposals
(596)
(13,421)
(1,178)
(769)
(2,444)
(1,147)
(19,556)
At 31 October 2024
37,828
318,681
14,595
6,346
10,092
8,831
396,373
Exchange difference
1,316
10,892
821
247
522
344
14,142
Additions
2,122
52,976
6,983
222
2,264
3,523
68,090
Additions new subsidiary
–
497
9
–
–
–
506
Reclassifications/transfers to intangible assets
(96)
68
16
–
–
–
(12)
Disposals
(463)
(15,136)
(705)
(1,801)
(1,522)
(2,754)
(22,381)
At 31 October 2025
40,707
367,978
21,719
5,014
11,356
9,944
456,718
Depreciation:
At 31 October 2023
21,436
210,508
10,730
3,700
7,126
3,386
256,886
Exchange difference
(754)
(9,299)
(582)
(154)
(283)
(158)
(11,230)
Provided during the period
3,025
23,235
2,232
1,233
1,770
2,581
34,077
Reversal of impairments
(57)
(1,434)
(177)
–
–
–
(1,668)
Transfers
(39)
(74)
113
258
(293)
35
–
Disposal of subsidiary
(16)
–
(201)
–
–
–
(217)
Disposals
(284)
(12,175)
(988)
(769)
(2,444)
(1,147)
(17,807)
At 31 October 2024
23,311
210,761
11,127
4,269
5,876
4,697
260,041
Exchange difference
952
7,469
672
185
359
280
9,917
Provided during the period
1,579
28,258
2,685
754
1,502
3,013
37,791
Reclassifications/transfers to intangible assets
(74)
52
12
–
–
–
(10)
Disposals
(358)
(13,908)
(184)
(1,801)
(1,522)
(2,754)
(20,527)
At 31 October 2025
25,410
232,632
14,312
3,407
6,215
5,236
287,212
Net book value:
At 31 October 2023
16,098
88,067
1,832
2,071
5,714
4,341
118,124
At 31 October 2024
14,517
107,920
3,467
2,077
4,216
4,134
136,332
At 31 October 2025
15,297
135,346
7,407
1,607
5,141
4,708
169,506
Property, plant and equipment Impairment assessment
At 31 October 2025 management reviewed the forecast cash generation of the assets and their carrying values, and
determined that no indicators of impairment existed.
Prior year
Significant impairment charges were made against property, plant and equipment in the year ended 31 October 2020.
The Covid 19 pandemic had impacted the trading and outlook of the Group, indicating reduced value in use of the
vending estate and therefore impairment. In the subsequent years the Group continued to subject these assets to annual
impairment tests, with the impairment value reduced where testing indicated increased value in use.
At 31 October 2024 management considered that the original indicator of impairment, caused by the Covid 19 pandemic,
no longer existed. This conclusion was supported by increased cash generation of the assets since 2020.
Notes to the Group Financial Statements continued
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Financial Statements
A key input to the determination of value in use is the revenue generated by each machine. This metric has increased
significantly post-Covid, as the Group’s trading performance has recovered. Accordingly, management increased their
estimate of the future revenue generation of all machines. This increased the service potential of the assets, increasing
value in use, and therefore recoverable amount, above the carrying value (excluding impairment). Consequently, all
remaining impairments were reversed in the prior year, with care taken to ensure that the closing net book value did not
exceed what it would have been had the original impairment never occurred.
Impairments to property, plant and equipment with a total value of £1,668,000 were reversed.
Reversals of impairment to photobooths and vending machines were recognised in the following operating
segments: Continental Europe (£1,172,000) and United Kingdom (£262,000).
Reversals of impairment to plant, machinery, furniture, fixtures and motor vehicles were recognised in the following
operating segments: Continental Europe (£184,000) and United Kingdom (£50,000).
14 Non-current assets classified as held for sale
Property
£’000
Net Book Value
At 1 November 2023
4,947
Exchange differences
(196)
Disposal
(1,882)
At 31 October 2024
2,869
Exchange differences
(17)
Disposal
(2,852)
At 31 October 2025
–
The non-current asset classified as held for sale was an office building and associated land, located in Grenoble, France.
The Group previously earned rental income from the office building but has now disposed of the property.
The property was disposed in two tranches. The sale of tranche one was completed on 31 October 2024 and the sale of
tranche two was completed on 20 February 2025.
The disposal recognized in the period represents the cost attributable to the sale of tranche two. The Group made a gain
of £1,577,000 on the disposal of tranche two, which has been recognised in non-operating income – net.
The disposal of tranche one was recognized in the year ended 31 October 2024, a gain of £378,000 recognised in
non-operating income – net.
The non-current asset classified as held for sale was included in the Continental Europe operating segment.
15 Investments in associates
In the current and prior year, the Group held investments in only one associate, Photomaton Maroc. This associate
company is incorporated in Morocco and its registered address is 131 Bd D’Anfares Azur Sidi Belyout, Casablanca.
£’000
Cost:
At 1 November 2023
35
Exchange differences
(2)
Share of profit
3
At 31 October 2024
36
Exchange differences
2
Share of profit
1
At 31 October 2025
39
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Financial Statements
15 Investments in associates continued
The Group’s share of post-tax profits from associates is recognized within operating profit in the group statement of
comprehensive income. This policy is employed as the Group’s only associate investment, Photomaton Maroc, is engaged
in the same principal activity as the Group, so the investment is deemed to be part of the Group’s operating activities.
Share of
Assets Liabilities Revenue Profit Dividends Interest
Name £’000 £’000 £’000 £’000 received %
At 31 October 2024
159
123
–
3
–
50
159
123
–
3
–
50
At 31 October 2025
182
143
–
1
–
50
182
143
–
1
–
50
16 Financial instruments
Group Treasury
The Group has a centralised treasury function. The primary aim of this function is to manage liquidity and funding
arrangements and the Group’s exposure to associated financial and market risks, including liquidity risk, credit risk,
interest rate risk and foreign currency risk. The general approach for Group Treasury is one of risk reduction within a
framework of delivering total shareholder return.
Treasury operations
Overview and policy
Treasury policy is set by the Board. Group Treasury activities are subject to a set of controls appropriate for the
magnitude of the borrowing, investments and group-wide exposures. To date the treasury function has limited itself to
obtaining surplus cash from subsidiaries and depositing this in bank accounts owned by the Group to maximise returns
on cash. The Board has defined an investment strategy, which dictates the types of products to which the surplus cash
may be invested and the financial limits for such investments.
The Board monitors the performance of the Treasury function and is responsible for making changes to the personnel
and limits of authority of Treasury personnel.
The Board has provided written principles for overall risk management of the Treasury function. It has also defined
policies and procedures covering such areas as foreign exchange risk, interest rate risk, credit risk, the use of derivative
instruments and investment of excess liquidity (surplus funds above the immediate and short–term operational funding
needs, such as working capital requirements). The key objectives for Group Treasury are to protect the principal value
of cash and cash equivalents, to concentrate cash at the centre to minimise external borrowings, and to maximise the
return on cash.
16(A) Fair values of financial instruments by class
Generally, there is no material difference between the fair values and the carrying values of financial assets and financial
liabilities held in the Group’s statement of financial position. However, given the sharp increase in market interest rates
since the Group last financed its fixed rate debt, the fair value of the Group’s loans liabilities could differ from its carrying
value. The estimated fair value of the Group’s fixed rate debt at the reporting date is £30,120,000, which is £80,000
higher than its carrying value.
Financial instruments held at fair value – Level 1
The Group holds an investment in Max Sight Group Holdings Ltd, which is a listed company. This investment is valued
at level 1. The Group owns 109,972,500 Max Sight Group Holdings Ltd’s shares valued at 0,089 HKD per share as at
31 October 2025, giving a value at that date of £958,000 (2024: £637,000).
This financial instrument is valued at the reporting date by reference to quoted market prices.
Financial instruments held at fair value – Level 2
There are no material Level 2 investments held by the Group.
Notes to the Group Financial Statements continued
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Financial Statements
Financial instruments held at fair value – Level 3
The Group holds 125 B shares in Energy Observer Developments SAS, a privately held company, following the conversion
of 100,000 convertible bonds to equity on 14 November 2023. This investment is valued at level 3 as its value is linked to
the equity value of Energy Observer Developments SAS, which is not observable market data. At 31 October 2025 the
investment is valued at £1,033,000.
The investment in shares was valued at the reporting date by reference to the latest equity valuation of the issuing
company. The equity valuation used was based on a fund raising by the issuing company. This, in effect, gave an external,
arms-length valuation as new investors were purchasing equity based on their valuation of the company. This fund
raising information is the key unobservable input to the valuation calculation.
Sensitivity to key unobservable inputs
Equity valuation
A 20% decrease in the equity value of Energy Observer Developments SAS would result in a decrease in valuation of
£192,000.
Movement in level 3 financial instruments value
The following table presents the changes in level 3 financial instruments for the years ended 31 October 2024 and
31 October 2025.
Convertible Unlisted
Bond Equities Total
£’000 £’000 £’000
Fair value at 1 November 2023
4,741
–
4,741
Foreign exchange movement recognised in other comprehensive income
(150)
(41)
(191)
Conversion of bonds to shares
(1,023)
1,023
–
Fair value gain recognised in non-operating income – net
172
–
172
Bonds matured (transferred to receivables)
(3,740)
–
(3,740)
Fair value at 31 October 2024
–
982
982
Foreign exchange movement recognised in other comprehensive income
–
51
51
Fair value at 31 October 2025
–
1,033
1,033
No assets or liabilities were transferred between levels 1,2 and 3 in the year.
16(A) Fair values of financial instruments by class
Financial instruments by category
The tables below show financial instruments by category for the Group.
Fair Value
Amortised Through
Cost Profit & Loss Total
At 31 October 2025 £’000 £’000 £’000
Assets per statement of financial position
Financial instruments held at FVTPL
–
1,991
1,991
Financial assets – held at amortised cost:
Trade and other receivables (excluding prepayments)
15,570
–
15,570
Cash and cash equivalents
56,539
–
56,539
72,109
1,991
74,100
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Financial Statements
16 Financial instruments continued
16(A) Fair values of financial instruments by class continued
Other financial
liabilities at
amortised cost Total
£’000 £’000
Liabilities per statement of financial position
Borrowings
30,040
30,040
Leases
13,002
13,002
Trade and other payables
52,594
52,594
95,636
95,636
Amortised Fair Value
Cost Through Total
Restated Profit & Loss Restated
At 31 October 2024 £’000 £’000 £’000
Assets per statement of financial position
Financial instruments held at FVTPL
–
1,619
1,619
Financial assets – held at amortised cost:
Trade and other receivables (excluding prepayments)
18,240
–
18,240
Cash and cash equivalents
77,458
–
77,458
95,698
1,619
97,317
Other financial
liabilities at
amortised cost Total
Restated Restated
£’000 £’000
Liabilities per statement of financial position
Borrowings
47,945
47,945
Leases
11,819
11,819
Trade and other payables
48,154
48,154
107,918
107,918
16(B) Financial risk management
Financial risk factors and financial risk management
Overview
The Group is exposed to the following risks arising from financial instruments:
(i) Credit risk
(ii) Liquidity risk
(iii) Market risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its
contractual obligations. It mainly arises on trade and other receivables and bank balances.
Liquidity risk arises from the Group having insufficient cash resources to meet its obligations as and when they fall due for
payment. A material and sustained shortfall in the Group’s cash flow could undermine the Group’s credit rating, impair
major investor confidence and restrict the ability of the Group to raise new funds.
Market risk arises from changes in market prices, such as exchange rates, interest rates and equity prices that will impact
on the Group’s statement of comprehensive income or the value of its holding of financial instruments.
Listed below are details of these risks, the Group’s objectives, policies and processes for measuring and monitoring risks
and the Group’s management of capital.
Notes to the Group Financial Statements continued
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Financial Statements
Risk Management Framework
The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to
minimise potential risks for the Group.
There is a continuous process for identifying, evaluating and managing the key financial risks faced by the Group in line
with changing market conditions and the Group’s strategy. If necessary, the Group’s internal audit function may assist
in monitoring and assessing the effectiveness of controls and procedures. The Board retains responsibility for ensuring
the adequacy of systems for identifying and assessing significant risks, that appropriate control systems and other
mitigating actions are in place and that residual exposures are consistent with the Group’s strategy and objectives.
Assessments are conducted for all material entities.
The Group may use derivatives to manage exchange or interest rate risk. Approval for their use is given by the Board and
the position is monitored constantly.
With regard to management of interest rate risk, the objectives are to lessen the impact of adverse interest rate
movements on earnings and shareholders’ funds and to ensure no breach of covenants. This is mainly achieved by
reviewing the mix of fixed and floating rate borrowings.
The Group’s liquidity risk management involves maintaining sufficient cash and cash equivalents and the availability of
funding through an adequate amount of committed credit facilities.
(i) Credit risk
The Group has no significant concentrations of credit risk. Credit risk arises from cash and cash equivalents and deposits
with banks and financial institutions, and on outstanding trade and other receivables. Cash deposits are limited to high
credit quality financial institutions. The Group has policies in place to ensure that sales of products and services are made
to customers with an approved credit history.
Credit quality of financial assets
Cash and cash equivalents
Individual Group companies have banking relationships with leading banks in the country in which the Group company
operates. Surplus cash is placed with Group Treasury bank accounts, as described above. The Group has procedures in
place to ensure that cash is placed with sound financial institutions.
Accounts receivable
The Group trades with a large number of customers, ranging from quoted companies and state organisations to
individual traders. Individual Group companies have credit control procedures in place before making sales to new
customers and levels of credit are reviewed in light of trading experience. The normal terms of settlement are in the range
30–90 days. Trade receivables are normally interest free. The collection of outstanding receivables is monitored at both
the Group and subsidiary level.
Under the Group’s operating model, most revenue is collected at the point of sale. Where credit terms are offered, the
Group has a strong record of debtor recovery.
The maximum credit risk for financial assets is the carrying value.
Expected credit losses (ECL)
The Group makes allowances for ECL against trade receivables and contract assets, by applying the simplified ECL model.
Due to the low volume of receivables accounts, the Group’s approach is to assess on an account-by-account basis,
rather than organising accounts into groupings. ECL are determined for each receivables account, by reference to the
customer’s past payment performance and latest information on the customer.
Where the Group has open work in progress or where technical issues are preventing the proper operation of the vending
unit in question, these factors are taken into consideration when determining the ECL.
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Financial Statements
16 Financial instruments continued
16(B) Financial risk management continued
Trade receivables and contract assets 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 a period of greater than 120 days past due.
ECL allowances against trade receivables and contract assets are presented as net impairment losses within operating
profit. Subsequent recoveries of amounts previously written off are credited against the same line item.
The Group does not require collateral in respect of trade and other receivables. The Group does not have trade receivable
and contract assets for which no loss allowance is recognised because of collateral.
The ageing of net current trade receivables is as follows:
31 October 2025
31 October 2024
Allowance Allowance
Gross trade for expected Trade Gross trade for expected Trade
receivables credit losses receivables receivables credit losses receivables
£’000 £’000 £’000 £’000 £’000 £’000
Current
8,218
–
8,218
3,709
–
3,709
Past due
– overdue 1-30 days
–
–
–
–
–
–
– overdue 31-60 days
587
–
587
407
–
407
– overdue 61 days
2,928
(614)
2,314
2,865
(882)
1,983
Total past due
3,515
(614)
2,901
3,272
(882)
2,390
Total trade receivables
11,733
(614)
11,119
6,981
(882)
6,099
The credit quality of trade receivables that are neither past due nor impaired is assessed on an individual basis, based on
credit ratings and experience.
In 2025, a large proportion of the Group’s sales of machines and equipment occurred in the last two months of the year,
resulting in a large balance of current trade receivables at the reporting date. Because these receivables are not overdue,
the ECL allowance has not increased proportionally to the gross receivables balance. As it is the Group’s policy to assess
recoverability on an account-by-account basis, the ratio of ECL allowance to total past due receivables does fluctuate.
Management believes an adequate allowance for expected credit losses has been made for trade receivables.
Other receivables
Other receivables usually consist of one-off non-trading items. As these balances are low in volume, management
assesses their recoverability on an item-by-item basis, making provisions for expected non-recovery as necessary.
(ii) Liquidity risk
The Group’s liquidity risk management involves maintaining sufficient cash and cash equivalents and the availability of
funding through an adequate amount of committed credit facilities. Trading forecasts indicate that the current facilities
provide more than sufficient liquidity headroom to support the business for the foreseeable future. The Group’s strong
cash generation and net cash position at 31 October 2025 and 31 October 2024 mitigates its liquidity risk. The Group
largely finances its working capital and capital expenditure programmes from its own resources.
During the current period and prior period surplus cash held by the operating subsidiaries, over and above balances
required for working capital management was transferred to Group Treasury. These funds were deposited in interest
bearing, centrally managed, bank accounts.
The Group has undrawn facilities totalling 2 million euros and having regard to the Group’s cash flow, it is considered
that the facilities provide adequate headroom for the Group’s needs. The facilities are generally reaffirmed by the banks
annually. These undrawn facilities, if used, will be subject to floating rates of interest and may be subject to the normal
covenant conditions attached to such borrowings.
Notes to the Group Financial Statements continued
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Financial Statements
Some of the Group’s loans are subject to covenants and, during the years to 31 October 2025 and 31 October 2024, the
Group has comfortably complied with such requirements. The nature of the covenants are ratio of EBITDA to debt, ratio
of debt to equity, ratio of net interest to EBITDA, free cashflow and profit requirements.
The table below summarises the maturity profile of the Group’s financial liabilities (including trade and other payables) at
31 October 2025 and 31 October 2024 based on contractual undiscounted payments.
Group contractual cashflows
Within Over
one year Year 2 Year 3 Year 4 Year 5 5 years Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000
At 31 October 2025
Interest bearing loans and borrowings
17,853
10,938
697
463
420
–
30,371
Leases
4,953
3,361
1,836
833
512
776
12,271
Trade and other payables
52,213
381
–
–
–
–
52,594
75,019
14,680
2,533
1,296
932
776
95,236
At 30 October 2024
Interest bearing loans and borrowings
19,796
16,910
10,342
711
472
428
48,659
Leases
5,195
3,340
1,918
1,281
588
986
13,308
Trade and other payables (restated)
48,154
–
–
–
–
–
48,154
73,145
20,250
12,260
1,992
1,060
1,414
110,121
Financial instruments held at amortised cost
These largely comprise of restricted bank deposit accounts where the cash acts as security against possible shortfalls in
the Group’s UK pension fund obligation.
(iii) Market risk
Foreign exchange risk
The Group is exposed to foreign currency risk on sales and purchases that are denominated in a currency other than the
local functional currency. In addition, the Group faces currency risks arising from monetary financial instruments held in
non-functional currencies. The income statement reflects the impact of realised and unrealised exchange differences on
trading items and monetary financial instruments (note 5).
The Group has certain investments in foreign operations, whose net assets are exposed to foreign currency translation
risk. The main currency translation risk relates to foreign operations whose functional currency is the Euro, Swiss Franc
or Japanese Yen. The investments are not hedged. The translation reserve reflects the exchange differences arising on
translation of the opening net assets and results of the foreign operation (note 21).
Operational foreign exchange exposure
Where possible, the Group tries to invoice in the local currency of the respective entity. If this is not possible, to mitigate
exposure, the Group endeavours to buy from suppliers and sell to customers in the same currency. The exposure relating
to receivables and payables denominated in the non-functional currency is normally less than 3 months as this is the
normal settlement period for these items.
Subject to the requirements of Group Treasury, where possible, the Group tries to hold the majority of its cash and cash
equivalent balances in the local currency of the respective entity.
Monetary assets and liabilities
The Group continues to monitor exchange rates and buy or sell currencies in order to minimise the open exposure to
foreign exchange risk.
The Group may use derivative financial instruments mainly to reduce the risk of foreign exchange exposure on trading
items (sales or purchases in currencies other than the domestic currency of the company concerned) and interest rate
movements. The Group does not hold or issue derivative financial instruments for financial trading purposes.
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Financial Statements
16 Financial instruments continued
16(B) Financial risk management continued
Borrowings
At 31 October 2025 and 31 October 2024 the majority of the Group’s borrowings were denominated in Euros and held by
subsidiaries whose functional currency is the Euro.
Analysis of monetary assets and liabilities by currency
Swiss Japanese Other
Sterling Euro Franc Yen Currencies Total
At 31 October 2025 £’000 £’000 £’000 £’000 £’000 £’000
Assets per statement of financial position
Financial instruments held at FVTPL
958
1,033
–
–
–
1,991
Trade and other receivables (excluding prepayments)
158
13,248
65
1,400
699
15,570
Cash and cash equivalents
9,935
28,175
3,170
13,968
1,291
56,539
11,051
42,456
3,235
15,368
1,990
74,100
Liabilities per statement of financial position
Borrowings and leases
986
36,845
342
4,869
–
43,042
Trade and other payables
6,061
39,689
1,881
4,363
600
52,594
7,047
76,534
2,223
9,232
600
95,636
Swiss
Sterling Euro Franc Japanese Other Total
Restated Restated Restated Yen Currencies Restated
At 31 October 2024 £’000 £’000 £’000 £’000 £’000 £’000
Assets per statement of financial position
Financial instruments held at FVTPL
637
982
–
–
–
1,619
Trade and other receivables (excluding prepayments)
3,063
12,973
56
1,430
718
18,240
Cash and cash equivalents
5,594
55,023
4,372
11,264
1,205
77,458
9,294
68,978
4,428
12,694
1,923
97,317
Liabilities per statement of financial position
Borrowings and leases
1,160
52,157
242
6,205
–
59,764
Trade and other payables
5,704
36,015
1,799
3,952
684
48,154
6,864
88,172
2,041
10,157
684
107,918
IFRS 7 sensitivity analysis
Sensitivity analysis has been performed on the Group’s Euro foreign exchange risk, as its most material foreign currency.
A 10% strengthening of Euro against Sterling, at the Statement of Financial Position date, would have caused a
£3,552,000 decrease in the Group’s net assets at that date (2024: £2,906,000 decrease in net assets). A 10% weakening
of Euro against Sterling would have had the equal and opposite effect on the Group’s net assets.
Interest rate risk
2024
2025 Carrying
Carrying amount
amount Restated
£’000 £’000
Net cash
Mainly non-interest bearing current accounts:
Cash at bank and in hand
51,888
63,980
Deposit accounts – generally interest bearing:
Bank deposit accounts
4,651
13,478
Other items
Interest bearing loans
(30,040)
(47,945)
26,499
29,513
Notes to the Group Financial Statements continued
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Financial Statements
The above table shows which components of net debt are subject to interest. The Group has no exposure to floating rate
interest bearing debt and a change in interest rates will not have a material change on interest expense.
IFRS 7 sensitivity analysis
All of the Group’s debt is subject to fixed rates of interest, so interest payable charges would not be materially impacted
by a change in interest rates. Consequently, no sensitivity tables have been presented.
Details of the Group’s borrowings are shown in the table below. All loans are subject to fixed rates of interest. A theoretical
increase of 1% in the fixed rate of interest would result in an extra £300,000 (31 October 2024: £479,000) of interest
expense. This sensitivity is purely illustrative as the Group’s debt is not subject to an interest rate risk.
Terms and debt repayment schedule
The table below shows the maturity profile and interest rates of the Group’s borrowings at 31 October 2025 and
31 October 2024.
2025 2024
Carrying Carrying
Interest Year of amount amount
Group
Status
Currency
Rate maturity £’000 £’000
Loans
Fixed rate
Euro
0,28% – 1,57%
2026-2027
26,281
42,957
Loans
Fixed rate
Japanese Yen
0,54% – 1,15%
2028-2030
3,758
4,986
Lease liabilities
Fixed rate
Various
0,10% – 4,46%
2025-2037
13,003
11,820
43,042
59,763
Price risk
The Group is exposed to changes in prices on raw materials, consumables and finished goods purchased from suppliers.
Wherever possible, price rises are passed on to customers via sales price increases to help manage this risk.
The Group’s investments in listed and unlisted equity securities are not material thus the Group does not have any
significant exposure to price risk on these equity investments.
16(C) Capital risk management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern
and to enhance long-term shareholder value, by investing in the business so as to improve the return on investment (by
increasing profits available for dividends) and by managing the capital gearing ratio (mixture of equity and debt).
The Group manages, and makes adjustments to, its capital structure in light of the prevailing risks and economic
conditions affecting its business activities. This may involve adjusting the rate of dividends, purchasing the Company’s
own shares, the issue of new shares and reviewing the level and type of debt. The Group manages its borrowings by
appraising the mix of fixed and floating rate borrowings and the mix of long-term and short-term borrowings.
Details of how the Group and subsidiaries are funded are shown below. There were no changes to the Group’s approach
to capital management during the period.
Group
The Group is funded by share capital and retained earnings; supplemented by external borrowing as required. The Group
has had a strong net cash position throughout the current and comparative period.
Subsidiary companies
Subsidiary companies are funded by share capital and retained earnings, and where applicable local borrowings by the
subsidiaries in appropriate currencies.
ME Group plc Annual Report 2025
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ME Group plc Annual Report 2025
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Financial Statements
16 Financial instruments continued
16(B) Financial risk management continued
The capital structure of the Group is presented below.
31 October
31 October 2024
2025 Restated
£’000 £’000
Cash and cash equivalents
56,539
77,458
Borrowings
(30,040)
(47,945)
Net cash
26,499
29,513
Equity
213,004
179,871
The Group has various borrowings and available facilities that contain certain external capital requirements (covenants)
that are considered normal for these types of arrangements. The Group remains comfortably within all such covenants.
17 Trade and other receivables
31 October 31 October
2025 2024
£’000 £’000
Non-current assets
Other receivables
1,976
2,814
1,976
2,814
Current assets
Gross trade receivables
11,733
6,981
Allowance for expected credit losses
(614)
(882)
Trade receivables
11,119
6,099
Other receivables
2,475
9,327
Prepayments and accrued income
5,644
3,866
19,238
19,292
All trade receivables arise from contracts with customers.
In the prior year, non-current other receivables included £988,000 of restricted deposits in relation to the Group’s pension
schemes. In the period, the restrictions were removed and deposits are now included in cash and cash equivalents.
In the prior year, current other receivables included £3,740,000 due from the maturity of convertible bonds.
18 Inventories
31 October 31 October
2025 2024
£’000 £’000
Raw materials and consumables
30,327
25,794
Finished goods
17,413
12,271
47,740
38,065
The replacement value of inventories is not materially different from that stated above.
19 Cash and cash equivalents
31 October
31 October 2024
2025 Restated
£’000 £’000
Cash at bank and in hand
51,888
63,979
Deposit accounts
4,651
13,479
Cash and cash equivalents per statement of financial position
56,539
77,458
Notes to the Group Financial Statements continued
ME Group plc Annual Report 2025
161
ME Group plc Annual Report 2025
161
Financial Statements
Deposit accounts have an original maturity term of less than three months. The amounts placed in short-term deposit
accounts depend on the immediate cash requirements of the Group. Interest was earned on deposits at rates between
2.25% and 4.05% in the year (2024: 2.90% to 4.75%). Cash at bank is generally interest free but may earn interest at the
applicable daily bank floating deposit rate.
Cash in hand includes an estimate for cash in transit at the year end of £7,469,000 (2024: £8,306,000) reflecting cash
that is held in the machines at the year end.
Correction of prior period error – cash in transit
The opening balance of cash and cash equivalents at 1 November 2024 has been restated by a reduction of £8,689,000
to correct an error in the prior year financial statements. The adjustment is to correct an error in the calculation of the
value of cash in transit held in the Group’s vending machines at the reporting date. A corresponding adjustment has been
made to decrease the balance of trade and other payables by the same value (note 27)
The restatement is reflected in the group statement of financial position at 31 October 2024 as a decrease in cash and
cash equivalents and a decrease in trade and other payables.
As the impact on the prior period opening balances was material, the comparatives at 1 November 2023 have also
been restated and presented in the group statement of financial position. The balance of cash and cash equivalents at
1 November 2023 has been reduced by £7,393,000 and trade and other payables decreased by the same value.
The group statement of cashflows for the year ended 31 October 2024 has been restated by decreasing the cash
and cash equivalents at the beginning of the year by £7,393,000, decreasing the cash generated from operations by
£1,296,000 (movement in trade and other payables) and decreasing the cash and cash equivalents at the end of the year
by £8,689,000.
This restatement had no impact on the group’s total assets, total shareholders’ funds, statement of comprehensive
income and earnings per share for years ended 31 October 2025, 2024 or 2023.
20 Net cash
31 October
31 October 2024
2025 Restated
Notes £’000 £’000
Cash and cash equivalents per statement of financial position
19
56,539
77,458
Non-current borrowings
23
(12,422)
(28,547)
Current borrowings
23
(17,618)
(19,398)
Net Cash
26,499
29,513
Net cash is a non-GAAP measure since it is not defined in accordance with IFRS but is a key indicator used by
management in assessing operational performance and financial position strength. The inclusion of items in net cash as
defined by the Group may not be comparable with other companies’ measurement of net cash/debt. The Group defines
net cash as cash and cash equivalents less current and non-current borrowings outstanding, excluding lease liabilities of
£13,002,000 (2024: £11,819,000).
ME Group plc Annual Report 2025
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ME Group plc Annual Report 2025
162
Financial Statements
20 Net cash continued
Reconciliation of movement in liabilities arising from financing activities
Non cash movements
Cash movements
Exchange New lease Other Repayment
1 November differences liabilities movements of liabilities New loans 31 October
£’000 £’000 £’000 £’000 £’000 £’000 £’000
31 October 2025
Non-current loans
28,547
1,214
–
(16,406)
(1,147)
214
12,422
Non-current lease liabilities
7,410
378
3,402
(3,340)
–
–
7,849
Non-current liabilities arising from
financing activities
35,957
1,592
3,402
(19,746)
(1,147)
214
20,271
Current loans
19,398
930
–
16,406
(20,402)
1,286
17,618
Current lease liabilities
4,409
93
2,143
3,340
(4,832)
–
5,153
Current liabilities arising from
financing activities
23,807
1,023
2,143
19,746
(25,234)
1,286
22,771
Total liabilities arising from
financing activities
59,764
2,614
5,545
–
(26,381)
1,500
43,042
31 October 2024
Non-current loans
50,137
(2,194)
–
(18,245)
(1,151)
–
28,547
Non-current lease liabilities
8,310
(409)
3,260
(4,061)
310
–
7,410
Non-current liabilities arising from
financing activities
58,447
(2,603)
3,260
(22,306)
(841)
–
35,957
Current loans
27,037
(1,138)
–
18,245
(25,898)
1,152
19,398
Current lease liabilities
5,026
(88)
1,653
4,061
(6,243)
–
4,409
Current liabilities arising from
financing activities
32,063
(1,226)
1,653
22,306
(32,141)
1,152
23,807
Total liabilities arising from
financing activities
90,510
(3,829)
4,913
–
(32,982)
1,152
59,764
21 Share capital and reserves
31 October 31 October 31 October 31 October
2025 2024 2025 2024
Share Capital Number Number £’000 £’000
Allotted, issued and fully paid:
Ordinary shares of 0.5p each
At the beginning of the period
376,763,753
378,454,879
1,882
1,891
Issued in year – share options exercised
959,583
677,500
5
3
Cancellation of shares held in treasury
–
(2,368,626)
–
(12)
At the end of the period
377,723,336
376,763,753
1,887
1,882
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote
per share at meetings of the Company.
Reserves
Treasury shares
Proportion of
Number of Cost* ordinary issued
Shares £’000 share capital
Shares held in treasury at 1 November 2023
1,260,534
1,969
0.33%
Purchase of own shares
1,108,092
1,425
–
Cancellation of shares held in treasury
(2,368,626)
(3,394)
–
Shares held in treasury at 31 October 2024
–
–
–
Shares held in treasury at 31 October 2025
–
–
–
* Purchase cost including transaction costs
Notes to the Group Financial Statements continued
ME Group plc Annual Report 2025
163
ME Group plc Annual Report 2025
163
Financial Statements
At the Annual General Meeting on 18 August 2023, a shareholders’ resolution was passed permitting the Company to
purchase its own shares up to a maximum of 10% of the Ordinary shares in issue.
In the year ended 31 October 2024 the Company purchased, on various dates and at various prices, 1,108,092 shares at a
combined cost of £1,425,000 including £6,000 transaction costs, bringing the total number of shares purchased since the
resolution to 2,368,626 at a combined cost of £3,394,000. The shares were purchased at an average price of 133.17 pence
per ordinary share.
On 12 July 2024 the Board of the Company passed a resolution to cancel all of its 2,368,626 ordinary shares of 0.5 p each
held in treasury. The cancellation took place on the same date. The cancellation is reflected in the statement of financial
position as a reduction in share capital and retained earnings.
The treasury shares had no voting or dividend rights.
Share premium
Share premium reserve is the cumulative value of the excess received for shares above their nominal value.
Capital redemption reserve
The capital redemption reserve is a statutory, non-distributable reserve into which amounts are transferred following the
purchase and cancellation of the Company’s own shares.
Other reserves
Other reserves includes the share-based payment reserve on equity settled schemes. The share-based payment reserve
is generally distributable.
The other reserve accounts included within this category mainly arise in subsidiaries, are generally not distributable, and
arise as a result of local legislation regarding capital maintenance.
Translation reserve
The foreign currency translation reserve is used to record exchange differences arising from the translation of the
financial statements of foreign subsidiaries and associates. In accordance with the options allowed under IFRS 1, only
exchange rate differences arising on translation after the date of transition, 1 May 2004, are shown in this reserve. When
an overseas subsidiary or associate is disposed, the cumulative exchange difference relating to the entity disposed is
recycled through the statement of comprehensive income as part of the profit or loss on sale in other net gains/(losses)
and is shown as a movement in other comprehensive income.
22 Share-based payments
Share options, which have been granted to senior staff, including directors, to purchase Ordinary shares of 0.5p each, are
as follows:
Lapsed or Date from Last date
Date options At 31 October Exercise Granted forfeited Exercised
At 31 October
which on which
granted 2024 price during year during year
during year
2025
exercisable exercisable
27-Aug-19
594,752
101.40p
–
–
(30,000)
564,752
27-Aug-22
26-Aug-26
19-Apr-21
260,000
61.40p
–
(50,000)
(70,000)
140,000
19-Apr-24
19-Apr-28
05-Aug-21
1,619,274
77.50p
–
(7,500)
(40,000)
1,571,774
05-Aug-24
05-Aug-28
12-May-22
1,530,000
68.73p
–
(200,000)
(819,583)
510,417
12-May-25
12-May-29
04-Apr-23
1,889,947
126.70p
–
(615,000)
–
1,274,947
04-Apr-26
03-Apr-30
19-Jul-23
350,000
163.10p
–
–
–
350,000
19-Jul-26
19-Jul-30
22-Aug-24
1,115,000
192.33p
–
(50,000)
–
1,065,000
22-Aug-27
22-Aug-34
23-Sep-24
90,000
192.33p
–
–
–
90,000
23-Sep-27
22-Sep-34
7,448,973
–
(922,500)
(959,583)
5,566,890
ME Group plc Annual Report 2025
164
ME Group plc Annual Report 2025
164
Financial Statements
22 Share-based payments continued
All options can be exercised, in normal circumstances, within a period of between four and seven years from the exercise
of option date, providing that the performance criterion or performance condition has been achieved. The subscription
price for all options is based upon the average market price on the three days prior to the date of grant. Options are
restricted, or may lapse, if the grantee leaves the employment of the Group before the first exercise date.
All options are equity settled options.
Options granted after 2005 are covered by the new Me Group Executive Share Option Scheme. The vesting of options
is subject to an EPS-based performance condition relating to the extent to which the Group’s basic EPS for the third
financial year, following the date of grant, reaches a sliding scale of challenging EPS targets.
Options are normally granted over shares worth up to 150% of a participant’s salary each year. In exceptional cases as
part of the terms of attracting senior management, options in excess of that number may be granted.
The weighted average exercise price of all options outstanding at 31 October 2025 is 119.19p (2024: 112.21p) and the
weighted average exercise price of options exercisable at 31 October 2025 is 79.93p (2024: 81.55p).
The weighted average share price for options exercised during the period ended 31 October 2025 was 216.81p
(31 October 2024: 173.82p).
The weighted average remaining years for options outstanding at the period-end date is 4.4 years (2024: 6.3 years).
Share‑based payments expense
In accordance with IFRS 2 Share-based Payments, share options granted to senior management including directors after
November 2002 have been fair-valued and the Group has used the Black-Scholes option pricing model. This model takes
into account the terms and conditions under which the options were granted.
The following table lists the inputs to the model used for the years ended 31 October 2025 and 31 October 2024:
19 April 5 August 12 May
Date of grant 2021 2021 2022
Vesting period
3 years
3 years
3 years
Share price volatility
51.40%
77.50%
49.91%
Share price on date of grant
63.20p
77.50p
65.20p
Option price
61.40p
77.50p
68.73p
Expected term
3.25 years
3.25 years
3.25 years
Dividend yield
0.00%
0.00%
4.43%
Risk free interest rate
0.17%
0.15%
1.24%
Fair value
34.89p
28.18p
25.17p
4 April 19 July 22 August
Date of grant 2023 2023 2024
Vesting period
3 years
3 years
3 years
Share price volatility
52.91%
40.51%
35.96%
Share price on date of grant
127.40p
159.00p
191.80p
Option price
126.70p
163.10p
192.33p
Expected term
3.25 years
3.25 years
3.25 years
Dividend yield
4.40%
4.14%
4.10%
Risk free interest rate
3.35%
4.53%
3.84%
Fair value
59.25p
60.26p
62.93p
Notes to the Group Financial Statements continued
ME Group plc Annual Report 2025
165
ME Group plc Annual Report 2025
165
Financial Statements
23 September
Date of grant 2024
Vesting period
3 years
Share price volatility
35.74%
Share price on date of grant
190.20p
Option price
192.33p
Expected term
3.25 years
Dividend yield
3.75%
Risk free interest rate
3.69%
Fair value
60.62p
The charge for share-based payments is £413,000 (2024: £795,000).
Share price volatility is based on historical data.
23 Financial liabilities
31 October 31 October
2025 2024
£’000 £’000
Non-current liabilities
Non-current instalments due on bank loans
12,422
28,547
Current liabilities
Current instalments due on loans
17,618
19,398
Bank loans bear fixed rates of interest and vary between 0.28% and 1.57%. Further details are provided in note 16.
Lease Liabilities
In addition to bank loans, the Group has lease liabilities of £13,002,000 (2024: £11,819,000).
The Group has lease arrangements across three main categories: site agreements, property and motor vehicles. The key
quantitative information regarding the lease portfolio is shown below:
Site
As at 31 October 2025
agreements
Property
Motor vehicles
Number of lease agreements
446
5
616
Average lease term (months)
105
126
37
Average remaining term (months)
43
52
19
Site
As at 31 October 2024
agreements
Property
Motor vehicles
Number of lease agreements
481
7
600
Average lease term (months)
103
100
39
Average remaining term (months)
43
47
20
The maturity profile of lease liabilities is shown below:
Within Over
one year Year 2 Year 3 Year 4 Year 5 5 years Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000
At 31 October 2025
Leases
4,953
3,361
1,836
833
512
776
12,271
At 31 October 2024
Leases
5,195
3,340
1,918
1,281
588
986
13,308
ME Group plc Annual Report 2025
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ME Group plc Annual Report 2025
166
Financial Statements
24 Post-employment benefit obligations
The Parent Company and its principal subsidiaries (the “Group”) operate pension and other retirement and
post-employment schemes including both funded defined benefit schemes, and defined contribution schemes.
Defined benefit plans
A defined benefit plan is a pension arrangement under which participating members receive a benefit at retirement.
The amount is determined by the plan rules and is dependent on such factors as age, years of service and pensionable
pay and is not dependent on contributions made by the employing company or members. The income statement service
cost, in respect of defined benefit plans represents the increase in the defined benefit liability arising from pension
benefits accrued by members in the current experience being different to those assumptions and the return on plan
assets above the amount included in net pension interest.
Defined contribution plans are arrangements in which the benefits paid to participants are linked to the amount of
contributions paid and the performance of the scheme. Such plans are independent of the Group and the Group has no
exposure to investment and experience risks. The income statement charge for these plans represents the contributions
paid by the Group based on a percentage of employees’ pay.
The Group’s defined benefit pension schemes are included in the statement of financial position under employment
benefit obligations, as are other overseas retirement provisions.
The amounts charged to profit and loss for all post-employment benefits are shown in note 7.
The amount shown in the statement of financial position is detailed as follows:
31 October 31 October
2025 2024
£’000 £’000
Overseas employment benefit obligations
4,292
4,119
Defined benefit schemes
264
283
4,556
4,402
Me Group International plc defined benefit pension scheme
The Parent Company (the “Company”) runs a defined benefit pension scheme, the Photo-Me International Plc Pension
and Life Assurance Fund (the “Fund”). This note covers the pension obligations provided from the Fund.
The Fund is administered by a corporate Trustee, with Trustee Directors, which is legally separate from the Company. The
Trustee Directors include representatives of both the Company and Fund members. The Trustee Directors are required
by law to act in the interest of all relevant beneficiaries and are responsible for the investment policy with regard to the
assets plus the day-to-day administration of the benefits.
The level of benefits provided by the Fund depends on a member’s length of service and salary at date of leaving or
retiring from the Fund. Annual pension increases between leaving the Fund and retirement are linked to increases
in the Retail Prices Index (RPI). After retirement, annual pension increases are at 3.0% pa for pension accrued before
April 1997 and in line with increases in the Retail Prices Index (RPI), up to a maximum of 5.0% pa, for pension accrued from
April 1997.
The benefit payments are from a trustee administered fund containing assets held in trust and governed by UK regulations
and practice. The amount of Company contributions is decided jointly by the Trustee Directors and the Company.
The Fund’s investment strategy is decided by the Trustee Directors, in consultation with the Company. The Trustee
Directors exercise their powers of investment (or delegation where these powers have been delegated to a fund
manager) in a manner calculated to ensure the security, quality, liquidity and profitability of the portfolio as a whole.
In November 2024, the Trustees decided to obtain an additional buy-in insurance policy and the total asset portfolio is
now made up of cash held in the Fund bank account and insurance policies in respect of the Fund members. The trustee
directors have taken expert advice on the investment strategy and purchase of the insurance policies.
Notes to the Group Financial Statements continued
ME Group plc Annual Report 2025
167
ME Group plc Annual Report 2025
167
Financial Statements
The actuarial valuation of the UK Pension scheme has revealed a surplus at 31 October 2025 and at each financial
statement date since 30 April 2017. This surplus has not been recognised as an asset, in accordance with IFRIC 14, as in the
future the surplus will not be recovered by a reduction in future contributions to the scheme and the Group has no right to
receive a refund of surplus at any point. The scheme has been closed to new members for over 30 years.
Profile of the Fund
The Defined Benefit Obligation is entirely made up of pensioner members.
The Defined Benefit Obligation for all members is backed by insurance policies. A corresponding asset equal to the
Defined Benefit Obligation is included in this note in respect of these members.
The Fund duration is an indicator of the weighted-average time until benefit payments are made. For the Fund as a
whole, the duration is around 8 years.
Funding requirements
UK legislation requires that pension schemes are funded prudently. The most recent triennial funding valuation of the
Fund was carried out by a qualified actuary with an effective date of 1 June 2021. The scheme entered wind-up in July
2025, ending the requirement for triennial funding valuations. As the wind-up began before the statutory deadline for
completing the June 2024 valuation, no valuation was necessary.
At the last funding valuation date the Fund had a funding level of 102% and a surplus of approximately £0.2 million on a
technical provisions basis. This basis uses actuarial assumptions adopted by the Trustee Directors of the Fund that are
consistent with the Fund continuing on an ongoing basis with support from the Company.
The last active member ceased employment with the Company in 2020 so contributions are no longer required in respect
of the accrual of benefits in the Fund.
Risks associated with the Fund
The Fund exposes the Company to a number of risks, the most significant of which are described below. However, as all
liabilities are now backed by insurance policies, the risks to the Company have been significantly reduced.
Changes in bond yields
A decrease in corporate bond yields will increase the value placed on the Fund’s liabilities for
IAS 19, although this will be offset by an increase in the value of the Fund’s insurance policies
backing pensions in payment.
Inflation risk
Some of the Fund’s benefit obligations are linked to inflation, and higher inflation will lead to
higher liabilities (although, in most cases, caps on the level of inflationary increases are in place
to protect against extreme inflation). However, this will be offset by an increase in the value of
the insurance policies backing pensions in payment.
Life expectancy
The majority of the Fund’s obligations are to provide benefits for the life of the member, so
increases in life expectancy will result in an increase in the liabilities. Increases in life expectancy
will be offset by an increase in the value of the insurance policies backing pensions in payment.
Reconciliation of the movement in the present value of the defined benefit obligation
31 October 31 October
2025 2024
£’000 £’000
Present value of defined benefit obligation at beginning of the period
3,662
3,685
Current service cost
–
–
Interest cost
186
197
Actuarial losses / (gains) on fund liabilities arising in demographic assumptions
30
(4)
Actuarial (gains) / losses from changes in financial assumptions
(30)
84
Actuarial losses on liabilities from experience
18
29
Benefits paid
(320)
(329)
Present value of defined benefit obligation at end of the period
3,546
3,662
ME Group plc Annual Report 2025
168
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168
Financial Statements
24 Post-employment benefit obligations continued
Reconciliation of the movement in the fair value of plan assets
31 October 31 October
2025 2024
£’000 £’000
Fair value of plan assets at beginning of the period
3,958
4,001
Interest income on fund assets
201
215
Remeasurement (losses) / gains on assets
(263)
71
Benefits paid
(320)
(329)
Fair value of plan assets at end of the period
3,576
3,958
Amount to be recognised in the statement of financial position
31 October 31 October
2025 2024
£’000 £’000
Present value of funded obligations
3,546
3,662
Fair value of scheme assets
3,576
3,958
Net surplus
(30)
(296)
Effect of limit of recognition of an asset
30
296
Amount recognised in statement of financial position
–
–
Amount recognised in profit and loss
31 October 31 October
2025 2024
£’000 £’000
Amount recognised in profit and loss
Current service cost
–
–
Interest on net defined liability / (asset)
–
–
Total charge
–
–
Pension expense recognised in profit and loss
–
–
Remeasurement in Other Comprehensive Income
Return on Scheme assets below that / (in excess of) that recognised in net interest
263
(71)
Actuarial (gains) / losses due to changes in financial assumptions
(30)
84
Actuarial losses / (gains) due to changes in demographic assumptions
30
(4)
Actuarial losses on liabilities arising from experience
18
29
Adjustment due to the asset ceiling
(281)
(38)
Total expense / (income)amount recognised in Other Comprehensive Income
–
–
Total expense amount recognised in Comprehensive Income
–
–
The amounts shown above are included in staff costs (note 7) and in administrative expenses.
An analysis of the assets of the plan is as follows:
31 October 2025
31 October 2024
£’000
%
£’000
%
Bonds and insurance policies
3,546
99
3,810
96
Other
30
1
148
4
3,576
100
3,958
100
There were no financial instruments of the Company included in the plan assets (2024: none) and there were no property
assets occupied by the Company (2024: none).
Notes to the Group Financial Statements continued
ME Group plc Annual Report 2025
169
ME Group plc Annual Report 2025
169
Financial Statements
Principal actuarial assumptions
31 October 31 October
2025 2024
% %
Discount rate for scheme liabilities
5.3
5.3
Rate for increase in salaries
n/a
n/a
Price inflation
2.6
3.2
Pension increases
2.6
3.0
The mortality tables used for 2025 are S3NXA Light tables for males and S3NXA All lives for females, with CMI 2024
projections and a long-term rate of improvement of 1.25% pa. The mortality tables used for 2024 were also S3NXA Light
tables, but with CMI 2023 projections and a long term rate of improvement of 1.25% pa. The mortality assumptions allow
for expected future improvements in mortality rates.
31 October 2025
31 October 2024
Male currently aged 65
23.7 years (age 88.7)
23.3 years (age 88.3)
Female currently aged 65
24.9 years (age 89.9)
24.8 years (age 89.8)
History of asset values, defined benefit obligation and surplus/deficit in fund
2025 2024 2023 2022 2021
£’000 £’000 £’000 £’000 £’000
Fair value of defined benefit obligation
3,576
3,958
3,685
4,364
5,788
Fair value of assets
3,546
3,662
4,001
4,769
6,641
Surplus / (deficit)
30
296
316
405
853
History of experience gains and losses
2025 2024 2023 2022 2021
£’000 £’000 £’000 £’000 £’000
Experience gains / (losses) on fund assets
(263)
71
(672)
(1,645)
(170)
Experience (losses) / gains on plan liabilities
(18)
(29)
268
(84)
79
Liabilities for 2025, 2024, 2023, 2022 and 2021 relate to gains/(losses) in respect of liability experience only, and excludes
any change in liabilities in respect of changes to the actuarial assumptions used.
Sensitivity to key assumptions
The key assumptions used for the IAS 19 valuation are: discount rate, inflation rate and mortality. If different assumptions
were used, this could have a material effect on the results disclosed. The table below shows the sensitivity to the key
assumptions noted above.
Defined
Plan benefit
assets obligation Surplus
Period ended 31 October 2025 £’000 £’000 £’000
As reported
3,576
3,546
30
Following a 0.1% decrease in the discount rate
3,604
3,574
30
Following a 0.1% increase in the inflation assumption
3,584
3,554
30
Following an increase in the life expectancy of one year
3,801
3,771
30
The sensitivity information shown above has been prepared using the same method as adopted when adjusting the
results of the latest valuation to the statement of financial position data. This is the same approach as has been adopted
in previous years.
Overseas pension schemes
The Group’s Swiss subsidiary, Me Group Switzerland AG participates in funded multi-employer pension schemes.
A guaranteed return for such employees’ schemes is mandated by the Swiss state. An actuarial valuation was performed
at 31 October 2025 and 31 October 2024 by independent actuaries.
ME Group plc Annual Report 2025
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ME Group plc Annual Report 2025
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Financial Statements
24 Post-employment benefit obligations continued
Reconciliation of the movement in the present value of the defined benefit obligation
31 October 31 October
2025 2024
£’000 £’000
Present value of defined benefit obligation at start of the period
3,012
2,930
Exchange difference
204
(61)
Contribution by members
37
37
Current service cost
143
130
Past service cost
(31)
(24)
Interest cost
36
56
Remeasurement losses on plan liabilities
213
282
Prepaid risk premiums
(38)
(37)
Benefits deposited / (paid)
192
(302)
Administration costs
2
1
Present value of defined benefit obligation at end of the period
3,770
3,012
31 October 31 October
2025 2024
£’000 £’000
Fair value of plan assets at start of the period
2,729
2,714
Exchange difference
189
(56)
Contributions by company and members
187
185
Expected return on plan assets
33
52
Remeasurement gains on plan assets
215
173
Benefits deposited / (paid)
192
(302)
Prepaid risk premiums
(38)
(37)
Fair value of plan assets at end of the period
3,507
2,729
31 October 31 October
2025 2024
£’000 £’000
Net liability at start of the period
283
216
Exchange difference
15
(5)
(Decrease) / increase in liability
(35)
72
Net liability at end of the period
263
283
Amounts recognised in comprehensive income
31 October 31 October
2025 2024
£’000 £’000
Amount recognised in profit and loss:
Amounts recognised in comprehensive income:
Current service cost
143
130
Past service cost
(31)
(24)
Administrative expenses
2
1
Net pension interest
3
4
Total charge
117
111
Amount recognised in other comprehensive income:
Gain on scheme assets
(215)
(173)
Actuarial losses on defined benefit obligation
213
282
Total amount recognised in other comprehensive income
(2)
109
Total amount recognised in profit and loss and other comprehensive income
115
220
Notes to the Group Financial Statements continued
ME Group plc Annual Report 2025
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ME Group plc Annual Report 2025
171
Financial Statements
31 October 2025
30 October 2024
£’000
%
£’000
%
Cash
35
1
28
1
Equities & debt instruments
2,349
67
1,856
68
Other
1,122
32
846
31
Total plan assets
3,507
100
2,729
100
Principal actuarial assumptions
31 October 31 October
2025 2024
% %
Discount rate
1.10
1.10
Expected return on plan assets at end of year
n/a
n/a
Rate of increase in salaries
1.20
1.20
Price inflation
1.00
1.00
The normal retirement age for males is between 60 – 65 years and for females between 59 – 64 years for both 2025
and 2024.
The mortality tables used in 2025, 2024, 2023, 2022 and 2021 were the BVG 2020 GT tables
History of assets, liabilities and actuarial gains and losses
2025 2024 2023 2022 2021
£’000 £’000 £’000 £’000 £’000
Present value of defined benefit obligation
3,770
3,012
2,930
2,898
3,621
Fair value of assets
3,507
2,729
2,714
2,740
3,113
Deficit
(263)
(283)
(216)
(158)
(508)
2025 2024 2023 2022 2021
£’000 £’000 £’000 £’000 £’000
Experience (losses) / gains on plan liabilities
(213)
(282)
56
658
436
– as a percentage of the present value of plan liabilities
(6%)
(9%)
(2%)
(23%)
(12%)
Remeasurement gains / (losses) on plan assets
215
173
(125)
(276)
166
– as a percentage of the present value of plan assets
6%
6%
(5%)
(10%)
5%
Sensitivity to key assumptions
The key assumptions used for the IAS 19 valuation are: discount rate, inflation rate and mortality.
If different assumptions were used, this could have a material effect on the results disclosed.
The table below shows the sensitivity to the key assumptions noted above.
Increase/
Defined (decrease) in
benefit defined benefit
obligation obligation
£’000 £’000
Defined benefit obligation as reported
3,770
–
Defined benefit obligation
– with discount rate – 0.25%
3,903
133
– with discount rate 0.25%
3,645
(125)
– with salary decrease – 0.25%
3,747
(24)
– with salary increase 0.25%
3,792
22
– with life expectancy 1 year
3,826
56
– with life expectancy – 1 year
3,713
(57)
ME Group plc Annual Report 2025
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ME Group plc Annual Report 2025
172
Financial Statements
24 Post-employment benefit obligations continued
The Group’s best estimate for contributions to be paid by the Group next year to the scheme is £199,000 (2024: £139,000).
The amount recognised in the income statement for this scheme was £117,000 (2024: £111,000).
Overseas post‑employment benefit obligations
Provisions for obligations to make termination payments on retirement, to employees who are not members of the
pension and retirement schemes, are as follows:
▪ The Group’s Japanese subsidiary undertaking, ME Group Japan, has an unfunded post-employment retirement
provision based on an employee’s length of service with the company and their current salary. The allowance is
paid to an employee when they leave the company. This has been provided for in full within the accounts. ME Group
Japan, agreed with the employees that 50% of the liability for the retirement provision will be paid in cash to an
independently controlled defined contribution scheme, with the balance to be met by the company when the
employee leaves. The provision was valued by an independent actuary using the Projected Unit Credit Method at
31 October 2025 and 31 October 2024. This actuarial valuation incorporated the following principal assumptions in
arriving at the present value of the obligations:
31 October 31 October
2025 2024
Discount rate
1.65%
0.97%
Rate of increase in salaries
0%
0%
Retirement age
60 years
60 years
Mortality table
Standard mortality rates under
Standard mortality rates under
defined benefit corporation defined benefit corporation
pension plan (the 23rd Life Table pension plan (the 22nd Life Table
for male & female for male & female
Expenses relating to the Japanese post-employment benefit obligation were recognised in the following sections of the
statement of comprehensive income:
▪ Administration expenses £56,000 (2024: £62,000)
▪ Interest expense £7,000 (2024: £8,000)
▪ Remeasurement loss in other comprehensive income £36,000 (2024: remeasurement gain of £4,000)
To meet the legal obligations within France, the Group’s subsidiary undertakings have unfunded retirement provisions,
which were valued by an independent actuary using the Projected Unit Credit Method at 31 October 2025 and
31 October 2024. This actuarial valuation incorporated the following principal assumptions in arriving at the present value
of the obligations:
31 October 31 October
2025 2024
Discount rate
3.70%
3.40%
Rate of increase in salaries
2.00%
2.00%
Retirement age
62-67 years
62-67 years
Inflation rate
2.10%
2.10%
Mortality table
TGH/TGF 05
TGH/TGF 05
Expenses relating to the French post-employment benefit obligation were recognised in the following sections of the
statement of comprehensive income:
▪ Administration expenses £100,000 (2024: £74,000)
▪ Finance cost £114,000 (2024: £105,000)
▪ Remeasurement gains in other comprehensive income £100,000 (2024: remeasurement loss of £408,000)
Notes to the Group Financial Statements continued
ME Group plc Annual Report 2025
173
ME Group plc Annual Report 2025
173
Financial Statements
25 Provisions
Employee
related Product
claims warranties Other Total
£’000 £’000 £’000 £’000
At 31 October 2023
272
901
711
1,884
Exchange differences
(20)
(14)
(41)
(75)
Utilised and other movements
(77)
–
(296)
(373)
Disposal of subsidiary
–
–
(303)
(303)
Charged to income statement
621
(453)
5
173
At 31 October 2024
796
434
76
1,306
Amount shown as current liability
796
434
76
1,306
Amount shown as non-current liability
–
–
–
–
At 31 October 2024
796
434
76
1,306
Exchange differences
20
2
17
39
Utilised and other movements
(553)
(268)
–
(821)
Charged to income statement
–
–
36
36
At 31 October 2025
263
168
129
560
Amount shown as current liability
263
168
129
560
Amount shown as non-current liability
–
–
–
–
Employee related claims
Expected timing of payment is over the next 12 months.
Product warranties
The Group provides a warranty on all machines sold. The provision value is based on historic data regarding the average
cost of repairs performed under warranty and future expectations. The expected timing of payment is over the next
12 months.
Other
Expected timing of payment is over the next 12 months.
26 Deferred taxation
Deferred tax comprises:
31 October 31 October
2025 2024
£’000 £’000
Temporary differences relating to property, plant and equipment
5,618
4,408
Other temporary differences in recognising revenue and expense items in other periods for taxation
purposes:
– capitalised development costs
1,040
989
– post-employment benefit provisions
(1,297)
(1,269)
– acquisition related intangibles
541
916
– other short-term temporary differences
3,695
2,159
9,598
7,202
The closing balance comprises:
Deferred tax assets
(2,151)
(2,668)
Deferred tax liabilities
11,749
9,870
9,598
7,202
ME Group plc Annual Report 2025
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ME Group plc Annual Report 2025
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Financial Statements
26 Deferred taxation continued
The movements on deferred taxation during the period were as follows:
31 October 31 October
2025 2024
£’000 £’000
Opening balance
7,202
8,566
Exchange differences
(42)
(233)
Post-employment benefit provisions
25
(118)
Charge for the period in income statement
2,413
1,580
Disposal of subsidiary
–
(2,593)
Closing balance
9,598
7,202
Temporary differences associated with Group investments
Unremitted earnings of overseas affiliates
No deferred tax liability has been recognised on the unremitted earnings of overseas subsidiaries as no tax is expected
to be payable on them in the foreseeable future based on current legislation or where the Group is able to control
remittance of earnings and it is possible that such earnings will not be remitted in the foreseeable future.
Unrecognised deferred tax assets
The Group has no unrecognised deferred tax assets.
Factors that may affect future tax charges
The deferred tax assets and liabilities have been recognised based on the respective corporation tax rates at which they
are anticipated to unwind in each jurisdiction.
27 Trade and other payables
31 October
31 October 2024
2025 Restated
£’000 £’000
Amounts shown as non-current liabilities
Amounts due for acquisition earn-outs
381
–
381
–
Amounts shown as current liabilities
Trade payables
34,502
31,179
Other taxes and social security costs
3,416
4,692
Other payables
2,122
3,279
Amounts due for acquisition earn-outs
937
–
Accruals and deferred income
11,236
9,004
52,213
48,154
Amounts due for acquisition earn-outs are in relation to the Group’s acquisition of APS. Earn-out values are contingent
on future performance of the acquired company and have been measured at fair value. Earn-out payments are due in
March 2026 and March 2027. See note 31 for further details.
28 Capital commitments and contingent liabilities
Contingent liabilities
In the opinion of the Directors, adequate provision has been made for claims and legal disputes and the Directors
therefore consider that no contingent liability for litigation exists.
The Group has no contingent liabilities with regard to its interest in the associated undertakings (2024 none).
Notes to the Group Financial Statements continued
ME Group plc Annual Report 2025
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ME Group plc Annual Report 2025
175
Financial Statements
29 Related parties
The Group’s related parties are its associated undertakings, subsidiary undertakings and its key management personnel,
which comprises the Board of Directors.
The following transactions were carried out with related parties:
Directors’ compensation
31 October 31 October
2025 2024
£’000 £’000
Salaries, director fees, short term benefits and short term bonuses
2,267
2,186
Share-based payment charge
8
105
2,275
2,291
The remuneration of the directors, both executive and non-executive, of the Parent Company, who are the key
management personnel of the Group, is set out in the table above. These figures include amounts payable to related
party companies, which are controlled by directors of the Group, for services of the directors. The figures exclude pension
related costs and any long-term incentive costs.
Directors of the Company control 36.54% of the Ordinary shares of the Company.
30 Subsidary audit exemption
Photo-Me Limited is exempt from the requirements of the Companies Act 2006 relating to the audit of individual
accounts for the year ended 31 October 2025 by virtue of Section 479A of the Companies Act 2006.
31 Business combinations and disposals
On 7 March 2025 the Group completed the acquisition of 100% of the issued share capital of SG Technologies Systems
International and its fully owned subsidiary, Automated Products Services (APS), obtaining control of both businesses on
that date.
The initial consideration paid on the acquisition date was €2,400,000 (£2,011,000).
APS is a Belgian photobooth manufacturer and operator and its acquisition adds an additional 116 photobooth units to
the Group’s existing operations in Belgium. This acquisition supports the Group’s strategy to expand the number of units
in operation.
The acquisition was funded by the Group’s cash.
Acquisition-related expenses of £47,000 have been recognised in the Group’s Statement of Comprehensive income.
Deferred consideration
A further €227,000 consideration was paid on 4 June 2025. This was in relation to a post-closing net debt adjustment.
A portion of the total consideration is deferred and contingent on the acquired business meeting revenue targets for the
12-month periods ending 31 December 2025 and 2026. The deferred consideration is determined using a sliding scale
subject to a maximum of €1,600,000.
At the reporting date, management’s best estimate is that the revenue targets will be met in full and the maximum
deferred consideration of €1,600,000 will be payable. The present value of the deferred consideration and estimated
contingent consideration has been accrued and included in the total estimated consideration value of €4,121,000
(£3,453,000).
ME Group plc Annual Report 2025
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Financial Statements
31 Business combinations and disposals continued
Acquired assets and liabilities
The purchase price allocation, including determination of the fair value of intangible assets recognised on consolidation,
has been completed. As part of this process, the Group has recognised separately identifiable acquired intangible assets
in accordance with IAS 38 and had their fair values assessed by an independent expert.
The fair value adjustments in respect of acquired intangible assets are due to the recognition of €3,190,000 (£2,673,000)
in respect of APS’s right to operate commercial agreements.
Gain on bargain purchase
Including the identified right to operate intangible asset, the acquired net assets (€4,386,000) exceed the total
consideration paid (€4,121,000), generating a gain on bargain purchase of €265,000 (£222,000). The gain has been
recognised in non-operating income in the Group’s statement of comprehensive income.
This acquisition resulted in a gain on bargain purchase for the following reasons:
▪ APS’ owners were keen to sell and approached Me Group with the intention of selling the company;
▪ There was no competitive bidding process, as there were no other prospective buyers considered by the sellers; and
▪ Some regulatory changes in Belgium, which could impact the acquired business, further incentivised the owners
to sell. Management has seen no evidence of the regulatory changes negatively impacting on performance, with
photobooth revenue in Belgium continuing to grow. A risk mitigation strategy, based on technical improvements to
photobooths and consultation with the Belgian authorities, is in place should the regulatory risk materialise.
For the above reasons, management were able to negotiate the purchase price down significantly in the Group’s favour.
The fair value of acquired other receivables is equal to their carrying value. All receivables are expected to be recoverable
in full.
Notes to the Group Financial Statements continued
ME Group plc Annual Report 2025
177
ME Group plc Annual Report 2025
177
Financial Statements
The fair values of the assets and liabilities acquired, cash outlay on acquisition and results of the acquired business
included in Group results in the twelve months ended 31 October 2025 are shown in the table below.
£’000
Property, plant and equipment
101
Intangible assets
2,675
Total non-current assets
2,776
Inventory
24
Other receivables
110
Cash and cash equivalents
1,486
Total current assets
1,620
Total assets
4,396
Trade and other payables
228
Total current liabilities
228
Borrowings
492
Total non-current liabilities
492
Total liabilities
720
Total identifiable net assets excluding goodwill
3,676
Gain on bargain purchase
( 222)
Total identifiable net assets acquired
3,454
Satisfied by:
Cash
2,200
Deferred consideration
1,254
Total consideration
3,454
Cash consideration per cashflow:
Cash consideration
2,200
Net cash acquired
(1,486)
Initial cash outlay on purchase of subsidiaries
714
Contribution to consolidated income statement in the period
Revenue
1,386
Profit before tax
506
Acquisition of the sticker machine business of Kaga Devices Co. Ltd.
On 1 October 2025 Me Group Japan, a Japanese subsidiary of Me Group International Plc, completed the acquisition of
the sticker machine business of Kaga Devices Co. Ltd. (“Kaga”). Total consideration was JPY 70 million (£0.4 million).
The acquisition adds 439 self-service sticker vending machines to the Group’s existing operations in Asia Pacific. This
acquisition is in line with the Group’s strategy to expand the number of units in operation.
The acquisition was funded by the Group’s cash.
Acquisition-related expenses of £47,000 have been recognised in the Group’s Statement of Comprehensive Income.
The Group is not acquiring a legal entity with this transaction. It is an acquisition of the sticker vending machine trade and
assets of Kaga.
In accordance with IFRS 3, this transaction meets the definition of a business combination so has been accounted for
using the acquisition method.
Deferred consideration
There is no deferred or contingent consideration.
ME Group plc Annual Report 2025
178
ME Group plc Annual Report 2025
178
Financial Statements
31 Business combinations and disposals continued
Acquired assets and liabilities
The purchase price allocation has been completed. As part of this process, a £405,000 fair value adjustment was made
to increase the carrying amount of property, plant and equipment to its fair value.
The fair values of the assets and liabilities acquired, cash outlay on acquisition and results of the acquired business
included in Group results in the twelve months ended 31 October 2025 are shown in the table below.
£’000
Property, plant and equipment
405
Total non-current assets
405
Total assets
405
Trade and other payables
(55)
Total current liabilities
(55)
Total liabilities
(55)
Total identifiable net assets excluding goodwill
350
Goodwill
–
Total identifiable net assets acquired
350
Satisfied by:
Cash
350
Total consideration
350
Cash consideration per cashflow:
Cash consideration
350
Net cash acquired
–
Initial cash outlay on purchase of subsidiaries
350
Contribution to consolidated income statement in the period
Revenue
59
Profit before tax
33
Results of the combined entities
Had the acquired entities been part of the Group’s consolidated results since the beginning of the reporting period
(1 November 2024), they would have contributed £3,176,000 to revenue and £1,377,000 to profit before tax. For the
12-month period ended 31 October 2025, the combined Group’s revenue would have been £317,124,000 and profit before
tax would have been £79,049,000.
32 Events after the statement of financial position date
Interim dividend
On 28 November 2025 the Group paid its interim dividend in respect of the year ended 31 October 2025 of 3.85 pence per
ordinary share, totalling £14,542,000.
New bank loan
On 15 March 2026 the Group entered into an agreement with BNP Paribas for a new €30,000,000 bank loan for a
duration of 5 years.
33 Period summary (unaudited)
Income statement
2025 2024 2023 2022 2021
£’000 £’000 £’000 £’000 £’000
Revenue
UK & Ireland
50,118
49,188
48,173
41,996
29,644
Continental Europe
215,512
208,987
205,157
177,839
145,009
Asia
49,763
49,711
44,332
39,945
39,751
Total revenue
315,393
307,886
297,662
259,780
214,404
Notes to the Group Financial Statements continued
ME Group plc Annual Report 2025
179
ME Group plc Annual Report 2025
179
Financial Statements
2025 2024 2023 2022 2021
£’000 £’000 £’000 £’000 £’000
Operating profit
78,138
74,390
67,502
56,681
29,335
Net finance (cost) / income & non-operating income
73
(969)
(435)
(3,327)
(780)
Profit before taxation
78,211
73,421
67,067
53,354
28,555
Taxation
(21,639)
(19,331)
(16,401)
(14,561)
(6,703)
Profit after taxation
56,572
54,090
50,666
38,793
21,852
Attributable to:
– equity owners of the Parent
56,572
54,090
50,666
38,793
21,713
– Non-controlling interests
–
–
–
–
139
56,572
54,090
50,666
38,793
21,852
Earnings per share – basic
15.00p
14.36p
13.40p
10.26p
5.78p
Earnings per share – diluted
14.91p
14.27p
13.31p
10.23p
5.72p
Dividends – interim
3.85p
3.45p
2.97p
2.60p
0.00p
Dividends – final
4.79p
4.45p
4.42p
3.00p
2.89p
Dividends – special
0.00p
0.00p
0.00p
7.10p
0.00p
Total dividends
8.64p
7.90p
7.39p
12.70p
2.89p
Statement of financial position
2025 2024 2023 2022 2021
£’000 £’000 £’000 £’000 £’000
Intangible assets
27,364
25,368
36,710
32,736
34,502
Property, plant and equipment
169,506
136,332
118,124
101,090
91,973
Other non-current investments
39
37
35
21
21
Other non-current assets
3,967
4,433
8,891
7,805
3,966
Current assets
133,514
134,912
156,422
184,716
141,688
Assets held for sale
–
2,869
4,947
–
–
Total assets
334,390
303,951
325,129
326,368
272,150
Share capital
1,887
1,882
1,891
1,889
1,889
Share premium
12,173
11,510
11,083
10,627
10,599
Treasury shares
–
–
(1,969)
–
–
Reserves
198,944
166,479
147,983
120,133
115,486
Equity of the Parent
213,004
179,871
158,988
132,649
127,974
Non-controlling interests
–
–
–
–
1,720
Total equity
213,004
179,871
158,988
132,649
129,694
Total non-current liabilities
34,806
47,561
71,076
94,039
68,900
Total current liabilities
86,580
76,519
95,065
99,680
73,556
Total equity and liabilities
334,390
303,951
325,129
326,368
272,150
Net cash (2024 and 2023 restated)
26,499
29,513
26,524
34,021
34,919
Note: The figures above have been extracted from the accounts for the relevant period and have not been adjusted for changes in accounting policies as a result of
adoption of new accounting standards.
Financial & operating statistics
2025
2024
2023
2022
2021
Capital expenditure – photobooth & vending
machines £’000
52,976
45,878
39,122
27,205
22,563
Capital expenditure – research & development £’000
928
918
2,337
1,418
1,802
EBITDA £’000
120,435
114,224
106,639
92,241
65,077
EBITDA % of revenue
38.2%
37.1%
35.8%
35.5%
30.4%
Number of vending sites
49,200
48,200
47,600
43,900
43,800
ME Group plc Annual Report 2025
180
ME Group plc Annual Report 2025
180
Financial Statements
Notes
31October
2025
£’000
31October
2024
Restated
£’000
1 November
2023
Restated
£’000
Assets
Intangible assets 4 86 1 3
Property, plant & equipment 5 32,016 22,626 16,329
Investment in subsidiaries 6 45,493 45,186 44,616
Financial instruments held at FVTPL 7 958 637 1,145
Other receivables 8 – 988 981
Non-current assets 78,553 69,438 63,074
Inventories 9 4,386 4,066 1,793
Trade and other receivables 8 38,479 32,140 32,662
Current tax 499 – 1,806
Cash and cash equivalents 10 3,682 3,696 2,388
Current assets 47,047 39,902 38,649
Total assets 125,600 109,340 101,723
Equity
Share capital 11 1,887 1,882 1,891
Share premium 12,173 11,510 11,083
Treasury shares – – (1,969)
Capital redemption reserve 12 12 –
Translation and other reserves 4,281 3,868 3,073
Retained earnings 68,946 69,830 70,504
Total shareholders’ funds 87,298 87,101 84,581
Liabilities
Financial liabilities 13 531 668 1,026
Deferred tax liabilities 15 5,860 3,046 672
Non-current liabilities 6,391 3,714 1,698
Financial liabilities 13 455 491 609
Trade and other payables 16 31,456 18,033 14,835
Current liabilities 31,910 18,524 15,444
Total equity and liabilities 125,600 109,340 101,723
The noteson pages183 to 197 are an integral part of these financial statements.
As permitted by section 408 of the Companies Act2006, the Company’s Statement of Profit or Loss has not been
included in these financial statements.
The company recognised a profit after tax for the period of £28,885,000 (2024:£30,562,000).
The accounts were approved by the Board on 23 March2026 and signed on its behalf by:
Serge Crasnianski Sir John Lewis OBE
Chief Executive Officer Non-executive Chairman
Registration number:00735438
Company Statement of
Financial Position
As at 31October 2025
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ME Group plc Annual Report 2025
181
Financial Statements
Company Statement of
Cash Flows
For the period ended 31 October 2025
Notes
31October
2025
£’000
31October
2024
Restated
£’000
Cash flow from operating activities
Profit before tax 31,699 32,938
Interest of lease liabilities 208 195
Finance cost 3 –
Finance income – (446)
Dividends received (30,000) (31,820)
Non-operating income – net (381) 508
Operating profit 1,529 1,376
Amortisation of intangible assets 34 2
Depreciation of property, plant and equipment net of reversal of impairments 5,453 4,097
Loss on sale of property, plant and equipment 197 98
Share based compensation charge 105 225
Other non cash items 1 2
Changes in working capital:
Inventories (320) (2,274)
Trade and other receivables (6,339) 515
Trade and other payables 13,424 3,197
Cash generated from operations 14,083 7,238
Interest paid (212) (196)
Interest received – 346
Taxation paid (500) 1,804
Net cash generated from operating activities 13,372 9,192
Cash flows from investing activities
Dividends received from investments in financial instruments 60 100
Purchase of property, plant and equipment (14,788) (10,520)
Purchase of intangible assets (119) –
Proceeds from sale of property, plant and equipment 119 188
Dividends received from associates and subsidaries 30,000 31,820
Restricted deposits released to cash 988 –
Net cash generated from investing activities 16,260 21,588
Cash flows from financing activities
Issue of ordinary shares to equity shareholders 668 430
Purchase of treasury shares 11 – (1,425)
Repayment of principal of leases (545) (636)
Dividends paid to owners of the Parent 3 (29,769) (27,842)
Net cash utilised in financing activities (29,646) (29,472)
Net (decrease) / increase in cash and cash equivalents (14) 1,308
Cash and cash equivalents at beginning of year 3,696 2,388
Cash and cash equivalents at end of year 3,682 3,696
The noteson pages 183 to 197 are an integral part of these financial statements.
ME Group plc Annual Report 2025
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ME Group plc Annual Report 2025
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Financial Statements
Company Statement of
Changes in Equity
For the period ended 31 October 2025
Share
capital
£’000
Share
premium
£’000
Treasury
shares
£’000
Capital
Redemption
Reserve
£’000
Other
reserves
£’000
Retained
earnings
£’000
Total
£’000
At 1November 2023 1,891 11,083 (1,969) – 3,073 70,504 84,581
Profit for period – – – – – 30,562 30,562
Other comprehensive income – – – – – – –
Total comprehensive income – – – – – 30,562 30,562
Transactions with owners of the Parent:
Shares issued in the period (note11) 3 427 – – – – 430
Purchase of treasury shares (note11) – – (1,425) – – – (1,425)
Cancellation of treasury shares (note11) (12) – 3,394 12 – (3,394) –
Share options (note12) – – – – 795 – 795
Dividends (note3) – – – – – (27,842) (27,842)
Total transactions with the Parent (9) 427 1,969 12 795 (31,236) (28,042)
At 31October 2024 1,882 11,510 – 12 3,868 69,830 87,101
At 1November 2024 1,882 11,510 – 12 3,868 69,830 87,101
Profit for period – – – – – 28,885 28,885
Other comprehensive income – – – – – – –
Total comprehensive income – – – – – 28,885 28,885
Transactions with owners of the Parent:
Shares issued in the period (note11) 5 663 – – – – 668
Share options (note12) – – – – 413 – 413
Dividends (note3) – – – – – (29,769) (29,769)
Total transactions with the Parent 5 663 – – 413 (29,769) (28,688)
At 31October 2025 1,887 12,173 – 12 4,281 68,946 87,298
ME Group plc Annual Report 2025
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ME Group plc Annual Report 2025
183
Financial Statements
Notes to the Company
Financial Statements
For the period ended 31October 2025
General Information
ME Group Internationalplc (the “Company”) is a public limited company incorporated and registered in England and
Wales and whose shares are quoted on the London Stock Exchange, under the symbol MEGP. The registered number of
the Company is 735438 and its registered office is at Unit 3B, Blenheim Rd, Epsom,KT199AP. The principal activities of
the Company are the operation, sale, and servicing of a wide range of instant-service equipment in the United Kingdom.
Authorisation of the financial statements and statement of compliance with IFRSs
The Company financial statements of ME Group Internationalplc for the period ended 31October 2025 were authorised
for issue by the directors on 23 March 2026 and the statements of financial position were signed by S. Crasnianski, Chief
Executive Officer and J. Lewis, Non-executive Chairman.
The Company financial statements have been prepared in accordance with UK-adopted international accounting
standards and in conformity with the requirements of the Companies Act2006.
As permitted by Section408 of the Companies Act2006, the Statement of Profit or Loss of the Company is not presented
as part of the Company financial statements.
1 Basis of preparation
The financial statements have been prepared in accordance with UK-adopted international accounting standards. The
financial statements have been prepared under the historical cost convention except for certain financial instruments
held at FVTPL, share-based payments and defined benefit pension obligations that have been measured at fair value.
The financial statements are presented in Pounds Sterling, being the functional and presentational currency of the
Company and all values are shown in £’000 except where indicated.
Restatement of comparatives
The comparative figures for the year ending 31 October 2024 have been restated to make reclassifications from cash and
cash equivalents to trade and other payables, correcting a prior period error (see notes 10 and 16). As the impact on the
opening balances of the year ending 31 October 2024 was material, the restated balances at 1 November 2023 have also
been presented in the statement of financial position.
Going concern
The financial statements have been prepared on a going concern basis. The going concern status of the Company is
linked to the financial performance and viability of the Group.
The Directors concluded that the Group is a going concern. In reaching this conclusion they have reviewed detailed
budgets, which reflect, where applicable, the current economic conditions, with regard to the level of demand for the
Group’s and Parent Company’s manufactured products, the level of consumer confidence and cash flow forecasts for at
least the next twelve months.
At 31October 2025 company had net assets of £87,298,000 (2024:£87,101,000)
Refer to note1.1 of the Group financial statements for full details of the going concern assessment.
Accounting policies
The Company’s principal accounting policies applied in the preparation of these financial statements are the same as
those set out in note1 of the Group’s financial statements, with the exception of investments in subsidiaries, which is
explained below.
These policies have been consistently applied to all the years presented.
Investment in Subsidiaries
Investments in subsidiaries and associates are stated at cost less impairment. The Company reviews, at least annually,
the carrying value of investments and performs an impairment review.
ME Group plc Annual Report 2025
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Financial Statements
1 Basis of preparation continued
An impairment charge is made where there is evidence that the carrying value exceeds the future cash flows of the
investment or where its carrying amount will not be recovered from sale.
Guarantees issued over subsidiaries’ loan liabilities
The Company has issued guarantees over certain bank loan liabilities of subsidiary companies in France and Japan.
Under these guarantees, the Company would be liable for the subsidiaries’ loan liabilities in the event of a default. The
outstanding balance of guaranteed loan liabilities at 31October 2025 was £8,493,000.
The Company is required to recognise expected credit losses provisions (ECL) based on unbiased forward-looking
information in relation to these guarantee contracts. The ECL is measured using two main components:probability of
default and loss given default.
Management have assessed the probability of default and considered the following factors: the Group operates a cash
pooling arrangement, which ensures that all subsidiaries have access to sufficient cash to meet their obligations as they
fall due; at the reporting date the Group holds cash of £56,539,000, which exceeds the balance of guaranteed loans;
and cash forecasts indicate that the Group will continue to hold sufficient cash to cover the guaranteed loans for the next
three years. Management concluded that the probability of default is extremely low.
The loss given default value would be the outstanding value of the guaranteed loan liabilities.
Given the facts set out above, management determined the value of the ECL is trivial, therefore no provision has
beenrecognised.
2 Critical accounting estimates and key judgements
The key area of estimation and judgement in the preparation of the Company’s financial statements is the assessment
of the recoverable value of investment in subsidiaries.
The recoverable value of material investments has been determined on a value-in-use basis. These calculations require
estimates by management, including management’s expectations of future growth in revenue, costs and profit margins,
cash flows and discount rates.
The carrying value of investment in subsidiaries at the reporting date was £45,493,000.
Value in use was determined by discounting the future cash flows of the subsidiary company. Cash flows include a
forecast period of five years, based on actual operating results, budgets and economic market research with a terminal
value based on a long-term growth rate applied thereafter. The Growth rate assumption for all subsidiaries was 1%
(2024:1%).
WACC discount rates were calculated for each territory and ranged between 9.3% and 14.7% (2024: 9.2%-14.3%).
Further details of impairment testing, including assumptions and sensitivities, are disclosed in note6.
3 Dividends paid and proposed
Please refer to note10 of the Group’s financial statements.
Notes to the Company Financial Statements continued
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ME Group plc Annual Report 2025
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Financial Statements
4 Intangible assets
Customer
related
£’000
Cost:
At 1November 2023 781
At 31October 2024 781
Addition 119
At 31October 2025 900
Amortisation:
At 1November 2023 778
Amortisation 2
At 31October 2024 780
Amortisation 34
At 31October 2025 814
Net book value:
At 1November 2023 3
At 31October 2024 1
At 31October 2025 86
5 Property, plant and equipment
Land &
Buildings
£’000
Photobooth
& vending
machines
£’000
Plant,
machinery,
furniture,
fixtures
& motor
vehicles
£’000
Right of
Use Land &
Buildings
£’000
Right of
Use Plant,
machinery,
furniture,
fixtures
£’000
Right of
Use Motor
vehicles
£’000
Total
£’000
Cost:
At 31October 2023 572 41,108 5,286 1,011 712 1,426 50,114
Additions – 8,341 2,179 – – 160 10,680
Disposals – (2,821) (575) – (615) (74) (4,084)
At 31October 2024 572 46,628 6,890 1,011 97 1,512 56,710
Additions – 10,503 4,286 – – 370 15,158
Disposals – (2,929) (302) – (97) (730) (4,057)
At 31October 2025 572 54,203 10,874 1,011 – 1,152 67,811
Depreciation:
At 31October 2023 324 29,389 2,419 482 630 540 33,785
Provided during the period 18 2,945 768 108 76 459 4,374
Disposals – (2,644) (466) – (615) (74) (3,799)
Reversal of impairments – (232) (44) – – – (276)
At 31October 2024 342 29,458 2,677 590 91 925 34,083
Provided during the period 18 3,960 936 107 7 425 5,453
Disposals – (2,845) (69) – (98) (730) (3,741)
At 31October 2025 360 30,574 3,544 697 – 620 35,795
Net book value:
At 31October 2023 248 11,718 2,866 529 82 886 16,329
At 31October 2024 230 17,170 4,213 421 6 587 22,626
At 31October 2025 212 23,629 7,330 313 – 532 32,016
ME Group plc Annual Report 2025
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Financial Statements
5 Property, plant and equipment continued
Impairment
The Company assesses property, plant and equipment for indicators of impairment annually. Where indicators exist, the
relevant assets are subject to impairment testing on a value in use basis. Value in use is determined by discounting the
expected cashflows of an asset over the remainder of its useful economic life.
At 31October 2025 management reviewed the forecast cash generation of the assets and their carrying values, and
determined that no indicators of impairment existed.
Impairment reversal
Prior Year
Significant impairment charges were made against photobooth and vending machines and land and building assets in
the year ended 31October 2020. The Covid 19 pandemic had impacted the trading and outlook of the Company, indicating
reduced value in use and therefore impairment. In the subsequent years the Company continued to subject these assets to
annual impairment tests, with the impairment value reduced where testing indicated increased value in use.
At 31October 2024 management considered that the original indicator of impairment, caused by the Covid 19 pandemic,
no longer existed. This conclusion was supported by increased cash generation of the assets since 2020.
A key input to the determination of value in use is the revenue generated by each machine. This metric has increased
significantly post-Covid, as the Group’s trading performance has recovered. Accordingly, management increased their
estimate of the future revenue generation of all machines. This increased the service potential of the assets, increasing
value in use, and therefore recoverable amount, above the carrying value (excluding impairment). Consequently, all
remaining impairments were reversed in the prior year, with care taken to ensure that the closing net book value did not
exceed what it would have been had the original impairment never occurred.
Impairments to photobooths and vending machines with a total value of £232,000 were reversed.
Impairments to plant and machinery with a total value of £44,000 were reversed.
6 Investments in associates and subsidiaries
Associated
undertakings
£’000
Subsidiary
undertakings
£’000
Total
£’000
Costs:
At 1November 2023 6 46,534 46,540
Capital increase relating to share-based payment (net) – 570 570
At 31October 2024 6 47,104 47,110
At 1November 2024 6 47,104 47,110
Capital increase relating to share-based payment (net) – 319 319
Disposal – (1,726) (1,726)
At 31October 2025 6 45,696 45,702
Provision:
At 1November 2023 6 1,918 1,924
At 31October 2024 6 1,918 1,924
At 1November 2024 6 1,918 1,924
Impairment charge – 9 9
Disposal – (1,724) (1,724)
At 31October 2025 6 203 209
Net book value:
At 1November 2023 – 44,616 44,616
At 31October 2024 – 45,186 45,186
At 31October 2025 – 45,493 45,493
Notes to the Company Financial Statements continued
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187
Financial Statements
The net capital increase relating to share-based payments relates to share options in the Company granted to
employees of subsidiary undertakings of the Group. Refer to note22 of the Group financial statements for further details
on the share option schemes.
The Company’s subsidiaries and associates are detailed in note19.
Disposals
In the period the following of the Company’s subsidiaries were dissolved and are shown as disposals.
% Owned
Cost
£’000
Provision
£’000
Net book value
£’000Dissolved subsidiaries
Jolly Roger (Amusement Rides) Limited 100% 1,549 1,549 –
Photo-Me Czech Republic s.p.o.l. 20% 163 163 –
Photo-Me (Retail) Limited 100% 11 11 –
KIS Poland s.p.z.o.o. 100% 1 1 –
Xpand Investments Limited 100% – – –
Impact Web Services Limited 100% – – –
KIS Thailand 100% 2 – 2
Net book value 1,726 1,724 2
Impairment
At each reporting date, the Directors assess whether any indicators exist that any of the Company’s investments in
subsidiaries may be impaired. Where an indicator exists, the investment is subject to an impairment review, with an
impairment provision recognised if an investment’s recoverable value is less than its carrying amount. The recoverable
value of an investment is determined on a value in use basis, using discounted cash flow projections of the subsidiary.
For subsidiaries with an associated goodwill balance in the consolidated financial statements – ME Group Ireland
Supplies Limited, ME Group Germany G.m.b.H. and ME Group Japan K.K. – the Company has utilised the recoverable
values determined by the Group goodwill impairment review. Details of the methodology and assumptions used are
provided in note12 of the Group financial statements.
In the year, the Company recognised an impairment of £9,000 against its investment in KIS Italia SRL. This subsidiary is in
the process of being liquidated. No impairment charges were recognised in the prior year.
Key assumptions
The key assumptions used in the impairment review are growth rates and discount rates, as described in note12 of the
Group financial statements.
Sensitivity
As at the measurement date, the recoverable value of all investments in subsidiaries, based on their value in use,
is significantly higher than their respective carrying amounts. After considering all key assumptions, management
considers that a reasonably pessimistic revision of key assumptions which can rationally be expected would still not result
in any impairment to the Company’s investments.
ME Group plc Annual Report 2025
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ME Group plc Annual Report 2025
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Financial Statements
7 Financial instruments
7(A) Fair values of financial instruments by class
There is no material difference between the fair values and the carrying values of financial assets and financial liabilities
held in the Company’s statement of financial position.
Financial instruments held at fair value – Level 1
The Company holds an investment in Max Sight Group HoldingsLtd, which is a listed company. This investment is valued
at level 1. The Company owns 109,972,500 Max Sight Group HoldingsLtd’s shares valued at 0,089 HKD per share as at
31October 2025, giving a value at that date of £958,000.
This financial instrument is valued at the reporting date by reference to quoted market prices.
Financial instruments held at fair value – Level 2
There are no material Level 2 investments held by the Company.
Financial instruments held at fair value – Level 3
There are no material Level 3 investments held by the Company.
No assets or liabilities were transferred between levels 1,2 and 3 in the year.
Financial instruments by category
The tables below show financial instruments by category for the Company:
At 31October 2025
Amortised
Cost
£’000
Fair Value
Through
Profit& Loss
£’000
Total
£’000
Assets per statement of financial position
Financial assets held at FVTPL – 958 958
Financial assets – held at amortised cost:
Trade and other receivables (excluding prepayments) 35,124 – 35,124
Cash and cash equivalents 3,682 – 3,682
38,806 958 39,764
Other financial
liabilities at
amortised cost
£’000
Total
£’000
Liabilities per statement of financial position
Leases 986 986
Trade and other payables 31,456 31,456
32,443 32,443
At 31October 2024
Amortised
Cost
Restated
£’000
Fair Value
Through
Profit& Loss
£’000
Total
Restated
£’000
Assets per statement of financial position
Financial assets held at FVTPL – 637 637
Financial assets – held at amortised cost:
Trade and other receivables (excluding prepayments) 31,013 – 31,013
Cash and cash equivalents 3,696 – 3,696
34,709 637 35,345
Notes to the Company Financial Statements continued
ME Group plc Annual Report 2025
189
ME Group plc Annual Report 2025
189
Financial Statements
Other financial
liabilities at
amortised cost
Restated
£’000
Total
Restated
£’000
Liabilities per statement of financial position
Leases 1,160 1,160
Trade and other payables 18,033 18,033
19,193 19,193
7(B) Financial risk management
Financial risk factors and financial risk management
Overview
The Company is exposed to the following risks arising from financial instruments:
(i) Credit risk
(ii) Liquidity risk
(iii) Market risk
The Company’s financial risks are integrated with the financial risks of the Group, and financial risk management is
centrally controlled at Group level. Refer to note16 of the Group financial statements for the details of the Group’s
financial risk management strategy.
The specific financial risks to the Company are described below.
(i) Credit risk
Amounts due from subsidiaries
The Company’s most significant credit risk is the recoverability of intercompany balances due from subsidiaries.
Intercompany balances with subsidiaries are repayable on demand. At the reporting date, each intercompany
counterparty is assessed to determine whether it has sufficient accessible highly liquid assets to cover the intercompany
debtor owed to the parent company. If this analysis determines that intercompany balance is not fully recoverable
at the reporting date, management will set a recovery strategy and estimate the expected credit loss on the debtor.
Management concluded that the probability of non-recovery is extremely low and the resulting expected credit loss
is oftrivial value. Therefore, no provision was recognised against the Company’s intercompany receivables in the year
(2024: nil).
Cash and cash equivalents
The Company’s cash is deposited with sound financial institutions, in line with the Group Treasury Policy. Any surplus
cashis transferred to the Group treasury function’s bank accounts, which minimises the Company’s exposure to credit
riskon cash.
Accounts receivable
The nature of the Company’s principal activities means that most revenue is received at the point of sale, so accounts
receivable balances are immaterial. The normal terms of settlement are in the range 30–90days. Trade receivables are
normally interest free.
Where necessary, allowances for expected credit losses (ECL) are made. The Company applies the simplified ECL model.
ME Group plc Annual Report 2025
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Financial Statements
7 Financial instruments continued
7(B) Financial risk management continued
The ageing of net current trade receivables is as follows:
31October 2025 31October 2024
Gross trade
receivables
£’000
Allowance
for expected
credit losses
£’000
Trade
receivables
£’000
Gross trade
receivables
£’000
Allowance
for expected
credit losses
£’000
Trade
receivables
£’000
Current 51 – 51 24 – 24
Past due
– overdue 1-30days – – – – – –
– overdue 31-60days 1 – 1 1 – 1
– overdue 61days 21 (21) – 24 (22) 2
Total past due 21 (21) 1 25 (22) 3
Total trade receivables 72 (21) 51 49 (22) 27
(ii) Liquidity risk
Liquidity risk is managed at Group level by the central treasury function. Partof the Group treasury function’s role is to
ensure that the Company always maintains sufficient cash to meet its obligations.
The Company has no debt facilities but has access to the Group’s undrawn facilities.
The Company’s contractual cashflows are shown below:
Within
one year
£’000
Year 2
£’000
Year 3
£’000
Year 4
£’000
Year 5
£’000
Over
5years
£’000
Total
£’000
At 31October 2025
Leases 661 409 273 – – – 1,342
Trade and other payables 31,456 – – – – – 31,456
32,117 409 273 – – – 32,798
At 30October 2024
Leases 700 459 199 149 – – 1,507
Trade and other payables (restated) 18,033 – – – – – 18,033
18,733 459 199 149 – – 19,540
(iii) Market risk
The Company’s market risk and approach to its management is aligned to that of the Group. Refer to note16 of the
Group financial statements for details.
7(C) Capital risk management
Capital risk is managed at Group level. Refer to note16 of the Group financial statements for details.
Notes to the Company Financial Statements continued
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191
Financial Statements
8 Trade and other receivables
31October
2025
£’000
31October
2024
£’000
Non-current assets
Other receivables – 988
– 988
Current assets
Gross trade receivables 72 49
Allowance for expected credit losses (21) (22)
Trade receivables 51 28
Amounts due from subsidiaries 35,030 28,017
Other receivables 42 1,980
Prepayments and accrued income 3,356 2,115
38,479 32,140
All trade receivables arise from contracts with customers.
Amounts due from subsidiaries are non-interest-bearing trading balances and are repayable on demand.
Non-current other receivables in the prior year consisted of restricted deposits related to pension schemes. The restricted
deposits were transferred to cash in the current year.
9 Inventories
31October
2025
£’000
31October
2024
£’000
Raw materials and consumables 1,636 2,037
Finished goods 2,750 2,030
4,386 4,066
The replacement value of inventories is not materially different from that stated above.
10 Cash and cash equivalents
31October
2025
£’000
31October
2024
Restated
£’000
Cash at bank and in hand 3,682 3,696
Cash and cash equivalents per statement of financial position 3,682 3,696
Cash at bank is generally interest free but may earn interest at the applicable daily bank floating deposit rate.
Correction of prior period error – cash in transit
The opening balance of cash and cash equivalents at 1 November 2024 has been restated by a reduction of £1,211,000 to
correct an error in the prior year financial statements. The adjustment is to correct an error in the calculation of the value
of cash in transit held in the Company’s vending machines at the reporting date. A corresponding adjustment has been
made to decrease the balance of trade and other payables by the same value (note 16).
Cash in hand includes an estimate for cash in transit at the year end of £173,000 (2024: £81,000) reflecting cash that is
held in the machines at the year end.
The restatement is reflected in the statement of financial position at 31 October 2024 as a decrease in cash and cash
equivalents and an decrease in trade and other payables.
ME Group plc Annual Report 2025
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ME Group plc Annual Report 2025
192
Financial Statements
10 Cash and cash equivalents continued
As the impact on the prior period opening balances was material, the comparatives at 1 November 2023 have also
been restated and presented in the statement of financial position. The balance of cash and cash equivalents at
1 November 2023 has been reduced by £956,000 and trade and other payables decreased by the same value.
The statement of cashflows for the year ended 31 October 2024 has been restated by decreasing the cash and cash
equivalents and the beginning of the year by £956,000, decreasing the cash generated from operations by £255,000
(movement in trade and other payables) and decreasing the cash and cash equivalents and the end of the year by
£1,211,000.
This restatement had no impact on the Company’s total assets, total shareholders’ funds or profit after tax for the years
ended 31 October 2025, 2024 or 2023
11 Share capital and reserves
Share Capital
31October
2025
Number
31October
2024
Number
31October
2025
£’000
31October
2024
£’000
Allotted, issued and fully paid:
Ordinary shares of 0.5p each
At the beginning of the period 376,763,753 378,454,879 1,882 1,891
Issued in year – share options exercised 959,583 677,500 5 3
Cancellation of shares held in treasury – (2,368,626) – (12)
At the end of the period 377,723,336 376,763,753 1,887 1,882
The holders of Ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one
vote per share at meetings of the Company.
Reserves
Treasury shares
Number of
Shares
Cost*
£’000
Proportion of
ordinary issued
share capital
Shares held in treasury at 1November 2023 1,260,534 1,969 0.33%
Purchase of own shares 1,108,092 1,425 –
Cancellation of shares held in treasury (2,368,626) (3,394) –
Shares held in treasury at 31October 2024 – – –
Shares held in treasury at 31October 2025 – – –
* Purchase cost including transaction costs
At the Annual General Meeting on 18August 2023, a shareholders’ resolution was passed permitting the Company to
purchase its own shares up to a maximum of 10% of the Ordinary shares in issue.
In the year ended 31October 2024 the Company purchased, on various dates and at various prices, 1,108,092 shares at a
combined cost of £1,425,000 including £6,000 transaction costs, bringing the total number of shares purchased since the
resolution to 2,368,626 at a combined cost of £3,394,000. The shares were purchased at an average price of 133.17pence
per ordinary share.
On 12July 2024 the Board of the Company passed a resolution to cancel all of its 2,368,626 ordinary shares of 0.5 p each
held in treasury. The cancellation took place on the same date. The cancellation is reflected in the statement of financial
position as a reduction in share capital and retained earnings.
The treasury shares had no voting or dividend rights.
Notes to the Company Financial Statements continued
ME Group plc Annual Report 2025
193
ME Group plc Annual Report 2025
193
Financial Statements
Share premium
Share premium reserve is the cumulative value of the excess received for shares above their nominal value.
Capital redemption reserve
The capital redemption reserve is a statutory, non-distributable reserve into which amounts are transferred following the
purchase and cancellation of the Company’s own shares.
Other reserves
The Company’s other reserves include the share-based payment reserve on equity settled schemes £3,561,000
(2024:£3,243,000). This relates to the fair value of options granted to employees of Group undertakings. The share-based
payment reserve is generally distributable.
12 Shared-based payments
Please refer to note22 of the Group’s financial statements.
13 Lease liabilities
The Company has lease liabilities of £986,000 (2024:£1,160,000).
The key quantitative information regarding the lease portfolio is shown below:
As at 31October 2025
Site
agreements Property Motor vehicles
Number of lease agreements – 1 83
Average lease term (months) – 113 37
Average remaining term (months) – 36 18
As at 31October 2024 Site agreements Property Motor vehicles
Number of lease agreements 1 1 122
Average lease term (months) 80 113 41
Average remaining term (months) 5 47 14
The maturity profile of lease liabilities is shown below:
Within
one year
£’000
Year 2
£’000
Year 3
£’000
Year 4
£’000
Year 5
£’000
Over
5years
£’000
Total
£’000
At 31October 2025
Leases 661 409 273 – – – 1,342
At 31October 2024
Leases 700 459 199 149 – – 1,507
Reconciliation of movement in liabilities arising from financing activities
1November
£’000
New lease
liabilities
£’000
Repayment
of liabilities
£’000
Other
movements
£’000
31October
£’000
31October 2025
Non-current lease liabilities 668 199 – (336) 531
Current lease liabilities 491 171 (545) 337 455
Total liabilities arising from financing activities 1,160 370 (545) 1 986
31October 2024
Non-current lease liabilities 1,026 92 – (450) 668
Current lease liabilities 609 68 (636) 450 491
Total liabilities arising from financing activities 1,635 160 (636) – 1,160
ME Group plc Annual Report 2025
194
ME Group plc Annual Report 2025
194
Financial Statements
14 Post-employment benefit obligations
The Company runs a defined benefit pension scheme, the Photo-Me InternationalPlc Pension and Life Assurance Fund.
At both the current year and prior year reporting date the scheme was in surplus. In accordance with IFRIC14, the surplus
has not been recognised as an asset in the statement of financial position.
The Fund’s investment strategy is decided by the Trustee Directors, in consultation with the Company. The Trustee
Directors exercise their powers of investment (or delegation where these powers have been delegated to a fund
manager) in a manner calculated to ensure the security, quality, liquidity and profitability of the portfolio as a whole.
In November2024, the Trustees decided to obtain an additional buy-in insurance policy and the total asset portfolio is
now made up of cash held in the Fund bank account and insurance policies in respect of the Fund members. The trustee
directors have taken expert advice on the investment strategy and purchase of the insurance policies.
Please refer to note24 of the Group financial statements for details of the scheme.
15 Deferred taxation
Deferred tax comprises:
31October
2025
£’000
31October
2024
£’000
Temporary differences relating to property, plant and equipment 5,881 3,065
Other short-term temporary differences (21) (19)
5,860 3,046
The closing balance comprises:
Deferred tax assets (21) (19)
Deferred tax liabilities 5,881 3,065
5,860 3,046
The movements in deferred taxation during the period were as follows:
31October
2025
£’000
31October
2024
£’000
Opening balance 3,046 672
Charge for the period in income statement 2,814 2,374
Closing balance 5,860 3,046
Unrecognised deferred tax assets
The Company has no unrecognised deferred tax assets.
16 Trade and other payables
31October
2025
£’000
31October
2024
Restated
£’000
Amounts shown as current liabilities
Trade payables 1,208 2,041
Amounts owed to subsidiaries 26,908 13,212
Other taxes and social security costs 825 317
Accruals and deferred income 2,516 2,463
31,456 18,033
Notes to the Company Financial Statements continued
ME Group plc Annual Report 2025
195
ME Group plc Annual Report 2025
195
Financial Statements
17 Capital commitments and contingent liabilities
The Company has no capital commitments or contingent liabilities.
18 Related parties
The following related party transactions took place between the Company and its subsidiaries during the year:
31October
2025
£’000
31October
2024
£’000
Transactions with subsidiaries:
Purchases 32 63
Intercompany fees charged by subsidiaries 10,253 7,247
Property, plant and equipment acquired from subsidiaries 9,682 7,607
Dividend income from subsidiaries 30,000 31,820
Balances with subsidiaries:
Amounts owed by subsidiaries 35,030 28,017
Amounts owed to subsidiaries 26,908 13,212
The key management personnel of the Company are its directors, both executive and non-executive. The remuneration
of the directors is borne by subsidiaries of the Company. Details of the directors’ remuneration is provided in note29 of
the Group financial statements.
Directors of the Company control 36.54% of the Ordinary shares of the Company.
ME Group plc Annual Report 2025
196
ME Group plc Annual Report 2025
196
Financial Statements
19 Subsidiary and associate undertakings
This disclosure is made in accordance with Section409 of the Companies Act2006 and the Large and Medium-sized
Companies and Groups (Accounts and Reports) Regulations 2008, as amended by the Companies, Partnerships and
Groups (accounts and reports) Regulations 2015. A full list of subsidiary undertakings and associated undertakings
(showing country of incorporation, which is also the main trading location of the company, and the effective percentage
of equity shares held) at 31October 2025 is shown below. Unless indicated otherwise the equity shares held are in the
form of ordinary shares or common stock.
Company name
Principal
Activity
Group
interest Registered office address
Country of
incorporation
UK& Ireland
Me Group International Limited Dormant 100% Unit 3B, Blenheim Road, Epsom,KT199AP UK
Photo-Me Limited Corporate 100% Unit 3B, Blenheim Road, Epsom,KT199AP UK
Photo-Me Trustee Company Limited Dormant 100% Unit 3B, Blenheim Road, Epsom,KT199AP UK
Me Group Ireland Supplies Limited Operations 100% Unit A4, Alexander House, Tallaght Cross East,
Tallaght, Dublin 24
Republic of
Ireland
Continental Europe
Me Group Austria G.m.b.H. Operations 100% Industriestraße 7/K01 L/10, 2100 Korneuburg Austria
Me Group Belgium NV Operations 100% Boulevard Paepsem 8a, 1070 Anderlecht Belgium
Me-Group SPC Finland Oy Operations 100%* Unit 3B Blenheim Road, Epsom, United
Kingdom.KT199AP
Finland
KIS SAS Production 100%* 7 Rue Jean-Pierre Timbaud, 38130 Echirolles France
Me Group France SAS Operations 100%* 8 rue Auber 75009, Paris France
Me Group GSS SAS Corporate 100% 8 rue Auber 75009, Paris France
Dreamaker SARL Operations 100%* 80 route des Lucioles 06560 Valbourne France
Me Group Germany G.m.b.H. Operations 100% Gervinusstraße 15-17, 60322 Frankfurt am Main Germany
Me-Group Italia Srl Operations 100% Roma (RM) Via Lovanio 1, CAP00198 Italy
KIS Italia Srl Dormant 100% Milano, Via Tiziano 32, CAP20145 Italy
Me Group Netherlands B.V Operations 100% Loonseweg 14, 5527 AC Hapert Netherlands
Me Group Portugal LDA Operations 100% Industrial do Carvalhinho – Fracção K2860-579
MOITA
Portugal
Me Group Spain Solutions Operations 100%* 28224 – Pozuelo de Alarcón (Madrid), Calle de las
Dos Castillas, 33, Ático 7
Spain
Me Group Switzerland AG Operations 100% Sonnentalstrasse 5, 8600 Dübendorf Switzerland
Asia& ROW
Me Group Australia PtyLtd Operations 100% 4/24 Philip Street, Hawthorne, Queensland 4171 Australia
Now Retail Group PtyLtd Operations 100%* Level 9, 123 Albert Street, Brisbane, Queensland
4000
Australia
Photo-Me (Shanghai) Co Limited Operations 100%* Room 1102 Tongyong Tower, No.1346 Gong he
Xin Road, Zha bei District, Shanghai 200070
China
Photo-Me Beijing Co Limited Dormant 100%* Room 1124, Ocean Natural Xintiandi, No.106 East
Majiapu Road, Fengtai District, Beijing 100000
China
Photo-Me Chengdu Co Limited Dormant 100%* Room 1124, Ocean Natural Xintiandi, No.106 East
Majiapu Road, Fengtai District, Beijing 100000
China
ME Group Japan K.K. Operations 100% Room 1302, Atlas Tower Roppongi, Roppongi
7-7-13,Minato-Ku, 106 0032
Japan
Photomatico (Singapore) Pte Limited Operations 100% 26 Sin Ming Lane, Singapore 573971 Singapore
KIS Technology Company Limited Dormant 100% P.1003, Ford Thang Long Building, 105 Lang Ha,
Lang Ha Street, Ba Dinh district, Hanoi
Vietnam
Photomaton Maroc SARL Operations 50% 131 Bd D’Anfares Azur Sidi Belyout,/Casablanca Morocco
ME-Group USA LLC Operations 100% 1209 North Orange Street, Wilmington, 19801,
Delaware
United States
* Investments in subsidiaries not owned directly by Me Group Internationalplc.
Notes to the Company Financial Statements continued
ME Group plc Annual Report 2025
197
ME Group plc Annual Report 2025
197
Financial Statements
The results of the Group’s subsidiaries and associates are consolidated for the period ended 31October 2025. Certain
subsidiaries and associates have a different statutory year end, sometimes due to legal requirements in the country
concerned.
Photo-Me Limited is exempt from the requirements of the Companies Act2006 relating to the audit of individual
accounts for the year ended 31October 2025 by virtue of Section479A of the Companies Act2006.
20 Events after the statement of financial position date
Please refer to note32 of the Group financial statements.
Glossary
Term Definition Rationale
Total Revenue Revenue per financial statements. Helps evaluate growth trends and assess
operational performance.
Revenue by
geographic region
Total revenue per the Group’s geographical segments. Helps evaluate growth trends and assess
operational performance by geography.
Vending revenue Revenue earned from machines in operation and excluding
revenue from the sale of equipment, consumables, spare
parts and services. This has previously been referred to as
operating revenue.
Helps understand performance and cash
generationof the vending estate.
Photo.ME vending
revenue
Vending revenue from photobooth units in operation.
Wash.ME vending
revenue
Vending revenue from laundry units in operation.
Print.ME vending
revenue
Vending revenue from digital printing kiosks units
inoperation.
Other vending
revenue
Vending revenue from other vending units in operation
(food, children’s rides and photocopiers).
Total revenue from
photobooth
operations
Photo.ME vending revenue from the operation of
photobooth machines plus revenue from the sale of
photobooth machines, spare parts, consumables
andservices.
Measures the total revenue contribution of the
Photo.ME segment.
Total revenue from
laundry operations
Wash.ME vending revenue from the operation of laundry
machines plus revenue from the sale of laundry machines,
spare parts, consumables and services.
Measures the total revenue contribution of the
Wash.ME segment.
Total revenue from
Kiosk operations
Print.ME vending revenue from the operation of kiosk
machines plus revenue from the sale of kiosk machines,
spare parts, consumables and services.
Measures the total revenue contribution of the
Print.ME segment.
Total revenue from
other operations
Other vending revenue plus revenue from the sale of other
machines, spare parts, consumables and services.
Measures the total revenue contribution of the
Otherrevenue segment.
Average revenue
per Machine (excl.
VAT)
Vending revenue divided the average number of machines
in operation.
Key measure of the performance of the
vendingestate.
EBITDA Profit before tax, depreciation, amortisation, non-operating
income/expense and finance cost and income.
Reconciliation from statutory profit to EBITDA:
2025
£m
2024
£m
Profit after tax 56.6 54.1
Add back:
Tax 21.6 19.3
Finance income and finance cost 2.1 2.0
Non-operating income - net (2.2) (1.0)
Operating profit 78.1 74.4
Depreciation and amortisation 42.3 39.2
(Impairment) / reversal of
impairment
– 0.6
EBITDA 120.4 114.2
EBITDA is a key profit measure. it shows the results of
normal operations exclusive of income or charges
that are not considered to represent the underlying
operational performance.
EBITDA Margin EBITDA divided by total revenue. Helps evaluate growth trends and assess
operational performance.
MEGroup plc Annual Report 2025
198
Finanical Statements
Term Definition Rationale
Constant currency Current year results translated using the prior year’s foreign
exchange rates.
Statement of financial position items are re-translated at
the prior period closing rates.
Income statement items are re-translated at the prior
period average rates.
Material foreign currencies to the Group are the Euro and
Japanese Yen. Current year figures were re-translated at the
following rates to calculate the constant currency figures:
Euro:
FY24 closing rate for balance sheet items 1.193
FY24 average rate for income statement items 1.173
Japanese Yen:
FY24 closing rate for balance sheet items 198.54
FY24 average rate for income statement items 191.71
Presenting results of the Group excluding foreign
exchange volatility.
Change excluding
FX impact
Constant currency compared to prior year actuals. Presenting year on year movements excluding
foreign exchange volatility.
Cash generated
from operations
EBITDA less change in net working capital, share-based
payment expense.
Measure of cash generated by the Group before
investing activities and financing activities.
Net cash Cash and cash equivalents minus bank loans. A key indicator used by management in assessing
operational performance and financial position
strength.
Diluted earnings
per share
Group profit after tax divided by the weighted average
number of shares outstanding during the period plus the
weighted average number of shares that would be issued on
conversion of all the dilutive potential shares into shares.
Shows the impact on earnings per share of all
potential dilutive shares being converted.
Number of units in
operation
The number of active machines in operation at the reporting
date.
Helps understand the size and growth of the vending
estate.
Laundry units
deployed
Laundry units owned, sold and acquired. Helps evaluate growth trends and assess
operational performance.
Finanical Statements
MEGroup plc Annual Report 2025
199
Registered in england and wales
Number 735438
Registered Office
Unit 3B
Blenheim Road
Epsom
KT19 9AP
Tel: 44 (0)1372 453399
Web: https://me-group.com/
e-mail: ir@me-group.com
Auditor
Forvis Mazars LLP
30 Old Bailey
London
EC4M 7AU
Brokers
Peel Hunt LLP
100 Liverpool Street
London
EC2M 2AT
Bankers
Lloyds Bankplc
25 Gresham Street
London
EC2V 7HN
Santander UKplc
2 Triton Square
Regent’s Place
London
NW1 3AN
Financial Public Relations
Hudson Sandler LLP
25 Charterhouse Square
Barbican
London
EC1M 6AE
Registrars
MUFG Corporate Markets
10th floor
Central Square
29 Wellington Street
Leeds
LS1 4DL
Company Information & Advisers
MEGroup plc Annual Report 2025
200
Finanical Statements
Shareholder Information
Investor relations website
Investor relations information, including share price, is available through the Company’s website https://me-group.com/
Transfer office and registration services
MUFG Corporate Markets act on behalf of the Company. All shareholder enquiries, notifications of change of address,
dividend mandates, etc. should be referred to them at:
MUFG Corporate Markets
10th floor
Central Square
29 Wellington Street
Leeds
LS1 4DL
Tel: 0371 664 0300
Overseas Tel: 0044371664 0391
MUFG Corporate Markets also offer a range of shareholder information online at www.capitashareportal.com
The Register of directors’ interests is maintained at the registered office at Epsom.
Copies of the Annual Report should be requested from:
ME Group Internationalplc
Unit 3B
Blenheim Road
Epsom
KT19 9AP
Tel: 44 (0)1372 453399
E-mail: ir@me-group.com
Web: www.me-group.com
Financial Calendar
Annual General Meeting 24April 2026
Half-year results (to 30April 2026) Announcement in July2026
Full-year results (to 31 October 2026) Announcement in February2027
Finanical Statements
MEGroup plc Annual Report 2025
201
ME Group International plc
Unit 3B Blenheim Road, Epsom KT19 9AP
T +44(0)1372 453399 F +44(0)1372 451044 W www.me-group.com