Full Year Results

Technetix Group Limited

Strategic Report for the Year Ended 31 December 2025

HIGHLIGHTS

Financial Performance - Sterling

· Revenue increased by 49% to £84.9m (2024: £57.0m), primarily reflecting increased demand in the Americas.

· Revenue in the Americas increased by 143% to £51.2m (2024: £21.1m), driven by large-scale customer deployments.

· Gross profit increased by 44% to £23.1m (2024: £16.0m).

· EBITDA (before exceptional items) was £5.4m (2024: £(1.7)m loss).

· Loss after tax of £3.9m (2024: £7.7m), reduced by 49%.

· Free cash inflow of £9.5m (2024: outflow of £9.2m).

Financial Position

· Net debt decreased to £7.6m (2024: £14.9m)

Financial Performance and Position - US Dollar comparative*

· Revenue increased 54% to $112.4m (2024: $72.9m).

· EBITDA increased to $7.2m (2024: $2.2m - loss).

· Net Debt decreased 46% to $10.2m (2024: $18.9m).

Operational Developments

· Continued investment in research and development supported the award of contracts with tier-one operators.

· Operational execution successfully scaled to support materially higher deployment volumes in the Americas.

* USD equivalents translated at closing exchange rate as at 31 December 2025 and 31 December 2024 and average exchange rate for 2025 and 2024. USD amounts are presented for comparability only and do not form part of the audited financial statements.

OPERATIONAL AND STRATEGIC REVIEW 

2025 represented a year of operational progress for Technetix, supported by continued product development, targeted investment and geographic expansion. In a developing broadband infrastructure market, the Group accelerated product development cycles, expanded relationships with tier-one customers and introduced solutions designed to reduce deployment complexity, lower operating costs and improve network performance.

Building on growth in the Americas, the Group commenced mass production of its DBT1800 DOCSIS 4.0-ready platform and launched the OTTZ and XFO multitap solutions. These products support modular network equipment upgrades and are designed to simplify installation and reduce engineering requirements by avoiding complete equipment replacement where possible. Product development continued to focus on modular architecture and automated configuration capabilities to assist operators in modernizing network infrastructure.

Highlights of Our Progress

• Innovation Leadership: DOCSIS 4.0-ready and advanced fiber solutions continue to set new benchmarks for performance, efficiency, and sustainability

• Global Market Position: Ranked among the top three cable broadband access equipment vendors and top five FTTH access providers worldwide

• North America Expansion: DBT1800 entered mass production with DBx One-Touch™ setup and NeuronX™ AI-powered cloud analytics, delivering faster upgrades, lower power consumption, and high reliability

• Latin America FTTH Milestone: Record deliveries of remote OLTs enabled large-scale migration from HFC to fiber PON networks

• European Momentum: Tier-one approvals secured for compact power supplies, with advanced platforms-including ORCA remote OLTs, DBC-1800 DOCSIS 4.0-ready cabinet amplifiers, and TMT multitaps-now in field trials, creating a strong launchpad for 2026

• Future-Ready Pipeline: Next-generation FTTH OLT developments provide lower-capex, intelligent solutions designed to reduce both capital and operating costs as networks evolve

BUSINESS OVERVIEW

OVERVIEW

Technetix provides a comprehensive portfolio of broadband cable HFC (hybrid fiber coax) access equipment, fiber-to-the-premises (FTTx) wireline infrastructure technologies, and wireless solutions-including Wi-Fi, 4G/5G mobile gateways, and x-haul systems. These offerings enable telecommunications providers to build and optimize their core network assets. Headquartered in the UK, Technetix operates through a robust sales and operations network across Europe, the Americas, Africa, and Asia Pacific. The Group supplies products to over 70 countries, earning a global reputation for excellence and reliability. As a market leader in enhancing both wireline and wireless broadband networks, Technetix maintains its competitive edge through a dedicated CTO office, R&D and product management located in the Netherlands, UK, Spain, Canada, Belgium, Kosovo and China and quality assurance operations in Netherlands, Taiwan and China.

Technetix holds 164 patents, 42 registered designs, and 41 trademarks (all granted or applied for), forming a strong intellectual property portfolio. This IP underpins the Group's technical differentiation and provides a significant competitive advantage in the markets it serves.

Manufacturing and Operations

Technetix operates both in-house and outsourced manufacturing facilities to support one of the largest production capacities for access equipment in the cable industry. The Group's in-house manufacturing is based in Peterborough, Ontario, Canada, while additional production is handled by engineering manufacturing service (EMS) partners mainly in Taiwan and China.

Repair and configuration services are also strategically located with in-house facilities in Zaragoza, Spain and Peterborough, ON, Canada and outsourced facilities in Chicago, IL, USA.

The company and all manufacturing facilities are certified to the ISO 9001 quality assurance standard. The Group also holds certifications for ISO 14001 (environmental management) and ISO 27001 (information security management system).

Strategy overview

Technetix is committed to developing and delivering critical broadband infrastructure for network operators worldwide. The Group focuses on integrated solutions that:

· Maximize the performance of both new and existing networks

· Reduce capital expenditure

· Lower long-term total cost of ownership for customers

Market overview

Broadband networks are evolving rapidly to meet the growing demand from consumers who expect seamless work, gaming, downloading, and streaming experiences across multiple devices. To meet these expectations, operators are investing heavily in their networks-not only to address current needs but also to prepare for future demands. This dynamic environment presents significant opportunities and makes broadband an exciting industry to operate in.

MARKET SEGMENTS

Technetix operates across five key segments:

· Broadband cable

· Fiber to the premises (FTTx)

· Wireless Technology

· Network Power

· Consultancy, Maintenance and Support Services

Broadband Cable

Technetix is the market leader in network access equipment for cable networks using HFC (hybrid fiber coax) technology. The Group is developing its technology roadmap to extend the lifetime and reduce the operating costs of current broadband infrastructures beyond the currently used CableLabs DOCSIS 3.1 standard to enable the next generation system, the DOCSIS 4.0 standard. The Group in addition is working on solutions integrating the cable systems with mobile networks and next generation DOCSIS systems enabling coax transmission systems to expand capacity to 100GB transmission speeds. With most of the assets of a broadband cable operator currently invested in HFC, most operators globally follow a cap and grow strategy - which is keeping and improving the capabilities of existing HFC infrastructure while investing in FTTx for new network coverage. The alternative is rip out and replace which might be the 'shiny' technological strategy for operators this generally has no financial return where HFC is capable of network speeds up to 10GB now and is well recognized to be up to 100GB capable in the future. HFC networks with automatic alignment and AI-powered cloud analytics are no longer burdened with the historical higher maintenance costs compared with FTTX systems.

Technetix DOCSIS 4.0 capable products for all parts of the access network are in volume mass production selling with 1.8 GHz amplifiers, multitaps and line passives. Whilst the Group will continue to invest to maintain its position within cable, a key strategic focus is to grow its expertise and status into the broader fiber and wireless broadband markets.

Fiber Networks

The Group has developed a comprehensive range of products to address the FTTx market. These include the mini-rOLT (remote optical line terminal) and a comprehensive range of fiber connectivity and passive terminal products. The products address all fiber markets and the mini-rOLT is particularly unique with its very compact size for rural fiber, metro greenfield fiber infills, and fiber overlay capacity handoff applications overlaying with existing cable networks.

In greenfield sites fiber deployment is generally being selected over traditional cable HFC technology achieving lower capital and operating costs that an all-fiber network can deliver.

Wireless Technology

There is also the exciting growth market of wireless and mobile gateways and the associated backhaul which is the convergence between mobile and fixed broadband networks. During the year this has evolved into evaluating NRoC opportunities in the market for customers. Technetix had a breakthrough into this market with Virtual Segmentation five years ago and has since released a mobile backhaul ready product, Virtual Fiber, an integrated hardened compact carrier ethernet switch.

Through being able to offer its customers a greater range of products and being able to appeal to new customers in new markets, the Group offers network operators the ability to future-proof their revenue streams, optimizing their investment.

Technetix is using its extensive radio frequency expertise to develop Open RAN RUs (radio units) for 5G mini base stations. This is a development we anticipate having an opportunity for revenue in 2027 exploit the opening of competition on mobile networks driven by open standards.

Network Power

Customers focus on ensuring a resilient network is opening product opportunities for batteries and alternative standby and non-standby network power capabilities which Technetix are exploring with a number of customers. This is combined with compact LiFePO₄ (Lithium Iron Phosphate) heated battery systems lowering size and reducing maintenance costs.

Consultancy, Maintenance and Support Services

In recent years, Technetix has expanded its range to include a comprehensive suite of support services. These include extended break-fix warranties, repair services for existing systems, and ongoing firmware and system software upgrades to meet evolving customer needs. Additionally, the Group is monetizing its expertise in network design and upgrade strategy consulting, providing added value to its clients.

MARKET OUTLOOK

The majority of Technetix business is selling into Americas and Europe with some presence in Asia Pacific, Oceana and Africa.

Europe

Looking ahead, the European market is diverging into two distinct technological paths:

· HFC Broadband Cable Upgrade Markets

Countries including Netherlands, Belgium, Germany, Switzerland and UK are expected to continue upgrading their cable HFC systems to DOCSIS 4.0. In these regions, HFC upgrades are significantly more cost-effective than FTTx deployments with the high labor cost or running new fiber cabling. Competitive pressure is driving investment in network capacity, and Technetix is gaining market share by capitalizing on the financial weaknesses of competitors. FTTx development in these areas is hindered by the high cost of deployment due to limited availability of or high cost of using underground ducting. These systems often have new developments within them where a "fiber island" is fitted for new residential developments which can use the back haul resources or can integrate with the cable system.

· FTTx Growth Markets

In contrast, countries such as UK, Ireland, France, Spain, Portugal, and Eastern Europe are seeing rapid development of FTTx systems. These markets benefit from acceptance of overhead wiring, existing underground ducts, lower labor costs, or a high density of multiple dwelling units (MDUs), making fiber deployment more economically viable.

Americas

Likewise, the Americas market is also diverging into two distinct technological paths:

· HFC Upgrade Markets (North America)

USA and Canada will upgrade their existing cable HFC systems to DOCSIS 4.0. This requires complete replacement of all amplifiers and multitaps to 1.8 GHz capability, which Technetix is extremely well placed to address. Due to high labor costs plug-in upgrades are preferable to replacement solutions. HFC upgrades are significantly more cost-effective than FTTx deployments at a cost of $100 to 200 per home versus $1000 to $1500 for fiber. Competitive pressure is driving defensive investment in network capacity. Technetix has gained market share by capitalizing on the withdrawal of a major tier one vendor from the market and the financial weakness of the main competitors.

· FTTx Growth Markets (Latin America)

In contrast, Latin America where new FTTX competition is very high, and labor costs are much lower than North America are seeing rapid development of FTTx systems. Technetix' mini-ROLT system is very cost effective for this region and offers a much more physically compact solution, lower power and more flexible than the other competitive systems available in the market. These markets also benefit from the large number of multiple dwelling units (MDUs), making fiber deployment very economically viable. Technetix has deployed its ORCA mini-ROLT system successfully which allows a very low success-based capex solution to this market. The system is flexible, capable of 2.5GB GPON, 10GB XGS PON or combo PON. This system is very competitive for operators who wish to roll out FTTX at lowest cost per home.

Acquisitions

Over the past two decades, Technetix has successfully acquired and integrated ten companies, strengthening its market position and capabilities. The Group continues to evaluate strategic acquisition opportunities where it believes long-term value can be created.

Dividends

Proposed final dividend to be paid for financial year 2025 of 65p per share (2024: none).

The Board regularly reviews the Group's ability to pay dividends, balancing profitability and cash flow with the financing needs of future initiatives that offer attractive returns for shareholders.

Outlook

Technetix remains a market leader with a world-class portfolio of broadband technology solutions. With significant growth opportunities in a dynamic and expanding market, the Board views the Group's future with confidence and optimism.

Alternative performance measures

The Group uses the alternative (non-Generally Accepted Accounting Practice) performance measure of EBITDA which is not defined withing IFRS.

EBITDA is defined as operating result adjusted to add back depreciation of property, plant and equipment and right-of-use assets, amortization of intangible assets and impairment gains and losses on non-current assets, acquisition-related expenses, and exceptional operating costs.

Free Cash Flow (FCF) is defined as the cash generated by the business, excluding specific financing and investment activities, such as dividend payments, acquisitions/disposals, repayment of bank loans, and employee benefit trust (EBT) share purchases.

The Directors believe this measure is more reflective of the underlying performance of the Group than equivalent Generally Accepted Accounting Practice ('GAAP') measures because it excludes non-recurring exceptional and acquisition costs, non-cash items and is therefore a better proxy for underlying operating cash, providing stakeholders and other users of the financial statements with the most representative year-on-year comparison of underlying operational performance attributable to shareholders. The measure and the separate components remain consistent for all periods presented in these financial statements.

FINANCIAL REVIEW

The Group has delivered revenue of £84.9m, EBITDA (excluding exceptional items) profit of £5.4m and loss before tax of £6.3m.

Note 1: defined within the Alternative performance measures policy noted on page 5

Revenue at £84.9m (2024: £57.0m), is an increase of 49% on prior year, a result of increased sales volumes in the Americas market with revenue of £51.2m (2024: £21.1m) up by 143% on prior year, driven by the roll out of 1.8GHz external plant by a major Tier 1 customer. Revenue in Europe was £29.9m (2024: £35.4m) a decrease of 16% on prior year as a result of timing delays in network upgrade program decisions in European countries.

The Group remains focused on higher margin strategic integrated network solutions in the broadband cable, fiber, wireless and network power infrastructure sector.

Forward orders at the end of 2025 were £36.1m (2024: £31.0m) increased by £5.1m due to higher pace of network upgrade in the North American market (USA and Canada) resulting in new orders from customers moving into 2026.

Group gross profit of £23.1m (2024: £16.0m) increased by 44% a direct result of higher revenue noted above. Most of the Group's purchases are made in US dollars. The Group sought to reduce its forex exposure by naturally hedging its accounts receivable and accounts payable where possible and hedging the remaining net exposure of its US dollar requirements using forward contracts.

Operating loss of £2.9m (2024: £9.2m) has significantly reduced as existing product investment and developments came to fruition with customer network infrastructure upgrades driving higher product sales volumes in the year.

Total research and development costs (which include capitalized development costs) incurred by the Group during the financial period was £6.9m (2024: £5.6m), an increase of 22%. This increase was principally in relation to two factors: cable HFC access product development and testing for Americas market; and an increased investment in software and fiber development in Europe and Latin America. The Board views this as critical investment to accelerate its competitive advantage and future growth plans. Total R&D spend as a percentage of revenue was 8.1% (2024: 9.9%). Research and development costs charged to operating expenses were £1.8m, consistent with the prior year (2024: £1.8m).

Sales and General Administrative expenses during the year were £16.0m (2024: £16.2m), a decrease on prior year. As a percentage of revenue 18.8% (2024: 28.4%). An increase in employment costs to invest in R&D heads and American sales was offset by operating costs savings initiatives implemented in year.

EBITDA before exceptional costs was a profit of £5.4m (2024: loss of £1.7m). EBITDA margin increased to 6.3% (2024: Negative 3.1%) primarily driven by the increase in sales volumes.

Depreciation and amortization costs have seen a modest increase to £6.3m (2024: £6.2m).

Exceptional costs of £1,289k (2024: £1,039k) includes restructuring and non-recurring professional fees. In the prior year, exceptional costs included restructuring and deferred acquisition costs.

Net finance costs of £3.4m have increased £2.2m (2024: £1.2m) due to higher interest expense on average borrowings during the year and adverse foreign exchange movements on foreign currency loans.

Taxation credit of £2.4m (2024: credits of £2.7m) has been recognized during the financial period as we recognize a deferred tax asset in respect of current and prior year losses. A deferred income tax asset is recognized to the extent that it is probable future profits will be available against which these temporary differences can be recognized, as a result the Group included in the Statement of Financial Position at 31 December 2025, a deferred tax asset of £3.3m (2024: £1.6m). Refer to note 11 of these financial statements for further detail.

Loss after tax of £3.9m has been reported compared to a loss for the year ended 31 December 2024 of £7.7m.

Earnings Per Share

Basic loss per share of £5.7 (2024: £10.6) excludes dilution from warrants and shares held by the Employee Benefit Trust.

The Board recommended a dividend for the year ended 31 December 2025 of 65p per share (2024: none).

Free Cash Flow

Free cash inflow of £9.5m was £19.3m higher than prior year (2024: £9.2m outflow).

A significant working capital movement was the result of a favorable working capital cycle around year end as cash receipts in respect of the increased Americas sales were received in advance of the supplier payments falling due.

Other liabilities within working capital movement include a £0.7m of COVID-19 government tax deferrals (2024: £1.0m) payable. During the year, the business repaid £0.3m of these deferrals (2024: £0.3m); the remaining balance is repayable to the Dutch Tax Authority in equal instalments to 2027.

Capital expenditure of £5.6m (2024: £5.1m) includes £0.4m (2024: £1.0m) of property, plant, and machinery, and £5.2m (2024: £4.1m) of capitalized development costs and patents.

Taxation cash receipts of £0.3m (2024: £0.3m payments) represent receipts from previously paid taxes reclaimed by the Group.

Net Debt

Net debt decreased to £7.6m (2024: £14.9m).

Note 1: Net debt / (funds) excludes lease liabilities.

Exceptional cash costs of £1.1m (2024: £0.1m) comprise restructuring costs and non-recurring professional advisor fees in year. Deferred consideration payments of £1.0m (2024: £0.8m) related to the final Lindsay Broadband acquisition payments.

Net interest and fees of £1.8m (2024: £1.5m) increased as the average drawdown of the revolving credit facility was higher than prior year offset by declining interest rate.

Dividend paid £nil (2024: £0.7m).

The Group drew down a loan in 2022 to fund the acquisition of Lindsay Broadband Inc. The loan was for €18m on a five-year term, with an additional revolving credit facility (RCF) of £5m. At year end £12.3m (2024: £12.6m) of the acquisition loan was outstanding, the RCF was drawn by £2.3m (2024: £4.9m). The Group also had a cash balance of £7.0m (2024: £2.7m) and bank overdrafts of £nil (2024: £0.1m).

Subsequent to year end, on 30th March 2026, the Company extended its bank facility for a further two years to 1 September 2028 on similar terms. The Board is confident that the Group will continue to be cash generative and together with its bank facilities and cash balances, will be able to meet its funding needs into the future.

Going concern

The Group's business activities, together with the factors likely to affect its future development, performance and position, are set out in this Strategic Report. The Group has access to a broad range of expertise within the business and as a consequence believes that it is well-placed to manage its risks successfully.

As required by the standard, the Group has undertaken sensitivity testing on its future forecasts by applying downside assumptions to establish a plausible but severe scenario. The downside sensitivities testing was performed on a 12-month basis from the financial statements signing date, being the period to March 2027. Within the most plausible, but severe downside model, the key business assumption is either delays to customer orders or delays to new product release expectations, in this event the Group is forecast to remain profitable and maintain adequate headroom to all the applicable Group's banking covenants. The next covenant review date is 31 March 2026.

Having assessed current trading; the strength of customer and supplier relationships, the current order book and the banking facilities available to the Group, the Directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for at least 12 months from the date of signing these financial statements. Thus, they continue to adopt the going concern basis of accounting in preparing the annual financial statements.

Subsequent to the year end, the Group refinanced its term loan and revolving credit facility under new agreements, providing continued committed funding throughout the going concern assessment period and further supporting the Directors' conclusion to adopt the going concern basis.

PRINCIPAL RISKS AND UNCERTAINTIES

There are several risks and uncertainties which could impact the Group's long-term performance. This includes the same general risks and uncertainties that impact any other business, for example, the impact of changes in the general economic conditions, including currency and interest rate fluctuations and the impact of competition, natural disasters, sourcing and availability of materials and key components.

Outlined below is a description of the principal risks and uncertainties that are specific to the business. The Board conduct regular risk review to establish the likelihood and impact of the risks assessed to the Group. Not all these factors are within the Group's control. There may also be other risks and uncertainties which are unknown to the Group, or which may not be material now but could turn out to be material in the future.

FINANCIAL INSTRUMENTS

Objectives and policies

The Group's operations are exposed to a variety of financial risks that include market risk (including interest rate risk, foreign exchange risk and commodity price risk), credit risk and liquidity risk. Given the size of the Group, it does not delegate the responsibility of managing financial risk to a sub-committee of the Board. The policies set by the Board are implemented by the Group's finance department and monitored by the Board.

Price risk, credit risk, liquidity risk and cash flow risk

(i)  Interest rate risk

The Group actively monitors its level of secured and unsecured debt and is required to meet banking covenants on a quarterly basis and report these to its lender. The interest payable on the debt is payable at a floating rate.

(ii)  Foreign exchange rate risk

The Group is exposed to foreign exchange risk due to the majority of inventory being purchased in USD and a proportion of sales being in GBP and Euro. The Group has managed this risk by establishing natural hedging of USD receipts and payments, where possible, and hedging to reduce exposure to GBP and Euro sales.

(iii)  Commodity price risk

The Group is also exposed to commodity price movements on the key material used in the manufacture of products. These are not directly hedged, but the exposure has also been reduced by pricing clauses with some key customers.

(iv) Credit risk

The Group has implemented policies that require credit checks on potential new customers and those not under contract. Credit limits are continually reassessed by the finance department and where appropriate, the board. Overall, the credit quality of customers is considered high. The maximum credit risk exposure relating to financial assets is represented by carrying value as at the Statement of Financial Position date.

(v) Liquidity risk

The Group prepares detailed cash flow forecasts regularly which are reviewed by management to ensure that cash flow and bank covenant compliance is actively managed around the Group. The Group also prepares regular working capital reports to monitor cash, inventory, receivables, and payables levels across Group companies.

(vi)  Market risk

The Group has certain investments in foreign operations, whose net assets are exposed to foreign currency translation risk. Currency exposure on the net assets of the Group's foreign operations is managed primarily through borrowings in the relevant foreign currencies.

SUSTAINABILITY REPORT

Technetix is committed to conducting business responsibly and to working towards a sustainable future. The Group has continued to drive sustainability improvement across the business in 2025.

The Group sustainability strategy comprises 4 pillars;

· Environmental protection - Decarbonizing the business and reducing waste whilst engaging suppliers and customers to reduce impacts along the value chain.

· People and communities - Fostering an inclusive, safe, and supportive workplace, providing opportunities for growth and development and actively supporting communities and charities where we operate.

· Responsible Business - Upholding high stands of integrity, transparency and compliance in all business dealings and ensuring responsible and sustainable procurement practices.

· Products & Solutions - Continual investment in research and development to create cutting-edge technology that minimizes environmental impact through energy efficiency, operational efficiency, product footprint reduction, and circularity.

The Technetix cross-functional Sustainability Team drives internal and external initiatives, whilst reviewing regulatory and market ESG developments, and making recommendations to the business. This team was expanded in 2025 with the addition of sustainability focused resource in the Product Management team.

Technetix is an active member of UN Global compact and commits to support the 17 Sustainable Development Goals (SDGs).

Technetix provides a portfolio of products that can be used to increase energy efficiency and reduce operational emissions, costs, and waste. Development of the energy saving ASPx continued in 2025, gaining an award for Sustainability from the SCTE.

The expansion of the 1.8GHz portfolio of energy efficient DBT amplifiers and XFO faceplate only upgrades, supports more customers in reducing their emissions and waste. Build-out of the of the LiFePO₄ battery systems portfolio extends access to safer, longer lasting, nontoxic energy storage solutions, and adding rOLT and ORCA to the fiber solutions portfolio offers more options for fiber roll-out with minimal environmental impact and fewer safety risks.

In 2025 Technetix continued to drive improvement in their sustainability performance. Achievements included:

· 63% global reduction in scope 1 & 2 emissions (versus a 2019 baseline)

· 66% of electricity from renewable sources

· 40 metric tons of single-use-plastic removed from supply chain since 2020.

· Published a complete scope 3 baseline calculation (covering 99% of scope 3 emissions)

· Net Zero commitment set with the Science-Based Target Initiative (SBTi)

· Development of product carbon footprint (PCF) and lifecycle assessment (LCA) modelling capability - ensuring readiness for global customer and regulatory disclosure and product passport requirements

· Environmental, social and ethics assessment of over 94% of product suppliers (by spend) - achieving a score of 90% compliance

· Implemented a new conflict mineral due diligence process covering all critical suppliers

· Achieved fair wage certification in the UK

· Expansion of charitable and educational support in the UK and Netherlands.

In 2026 the Group will continue to develop sustainability in partnership with supplier partners, including conducting the first on-site sustainability audit to verify compliance with the Technetix supplier code of conduct and to identify development opportunities. The group aims to set new emissions goals covering scope 1, 2 and 3, and net zero and will engage suppliers in setting their own targets. Through further product LCA studies the group will be able to measure the full lifecycle impact of its products and identify "hotspots" in order to improve eco-design. Furthermore, Technetix is investing in ISO 45001 Occupational Health and Safety Management System certification to demonstrate that protecting people is a core element of its sustainability strategy, ensuring safe operations across its global footprint and internal workforce.

Looking to the future Technetix commits to continue to embed sustainability awareness and ethical decision-making across the workforce, to innovate to reduce customer environmental impacts through energy and operational efficiency, and to meet the ever-evolving needs of employees and customer.

Streamlined Energy and Carbon Reporting (SECR)

The Group has followed the Streamlined Energy and Carbon Reporting (SECR) guidelines. The Group has also used the GHG Reporting Protocol - Corporate Standard and have used the 2025 UK Government's Conversion Factors for Company Reporting.

Intensity measurement

The chosen intensity measurement ratio is tons CO2e per FTE, the recommended ratio for the sector.

Measures taken to improve energy efficiency

The Group continues to source its UK energy from renewable sources. Energy consumption is minimized by selecting efficient equipment and IT infrastructure, and through engaging employees in conserving energy. Technetix also promotes policies to support remote working and virtual meetings thereby reducing travel.

UK Energy and Carbon Use

Employee involvement

The Group recognizes that its employees are fundamental to its success. In 2025, Technetix further strengthened its international team with a focus on engineering and software development.

Employee development remains a strategic priority. The annual Personal Development Conversation (PDC) process supports skill enhancement and coaching-style discussions. In 2025, a new training system was implemented which will expand self-directed learning opportunities and ensure technical proficiency, regulatory compliance, and professional growth. Additionally, a capability framework was established within the sales team to reinforce corporate values and enhance competencies.

This sustained focus on employee engagement, development, and leadership was formally recognized in December 2025, when the Group achieved Investors in People accreditation. This accreditation provides independent validation of Technetix' people management practices and reflects the Group's commitment to developing its employees, promoting effective leadership, and embedding a culture of continuous improvement and accountability across the organization.

Robust workplace policies are essential in fostering transparency and trust.

Technetix remains committed to continuous improvement, embracing innovation, and equipping employees with the necessary tools to succeed, ensuring a dynamic and progressive working environment.

Statement by the Directors in performance of their statutory duties in accordance with s172(1) Companies Act 2006 The Board of Directors of Technetix Group consider, both individually and together, that they have acted 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 (having regard to the stakeholders and matters set out in s172(1)(a-f) of the Act) in the decisions taken during the year ended 31 December 2025 and in creating future business plans ('our plans'):

(a) Our plans are designed to have a long-term beneficial impact on the Company and to contribute to its success in providing our customers with products and services of the highest functionality and quality. We achieve these objectives by continuing to invest in both our R&D and quality teams as well as other teams that support these.

(b) Our employees are fundamental to the delivery of our plans. We aim to be a responsible and attractive employer in our approach to the pay and benefits our employees receive and the opportunities they have to grow their careers. We believe that people lie at the heart of our business. We have an open and inclusive culture that supports teamwork as well as empowering people to achieve their potential. We embrace diversity and focus on recruiting and retaining outstanding individuals.

(c) Our plans are informed by extensive engagement with customers, enabling us to gain an in-depth understanding of their needs and priorities. We are dedicated to providing our customers with world-class technology solutions to help them achieve their goals. We also aim to act responsibly and fairly in how we engage with our suppliers and all other stakeholders.

(d) Our plans consider the impact of the Group's operations on the community and the environment. We encourage our employees to support the communities they work in.

(e) As the Board of Directors, our intention is to behave responsibly and ensure that management operate the business in a responsible manner, operating within the high standards of business conduct and good governance expected for a business such as ours and in doing so, will contribute to the delivery of our plans.

(f) As the Board of Directors, our intention is to behave responsibly toward our shareholders and treat them fairly and equally, so they too may benefit from the successful delivery of our plans

Charitable donations

During the year, the Group made charitable donations of £41k (2024: £41k), with a focus on local charities and international appeals.

Approved by the Board on …………………………. 2026 and signed on its behalf by:

.........................................

Mr. P A Broadhurst Director

Technetix Group Limited

Directors' Report for the Year Ended 31 December 2025

The Directors present their report and the consolidated financial statements for the year ended 31 December 2025.

Other statutory disclosures

In accordance with section 414C (11) of the Companies Act certain requirements of the Directors' Report, including the amount that the Directors recommend should be paid by way of dividend, financial risk management, future developments, research and development, Greenhouse Gas Emissions, Energy Consumption and Energy Efficiency, are not included within the Directors' Report as they are shown in the Strategic Report.

Directors of the Group

The Directors, who held office during the year, were as follows:

Mr. P A Broadhurst

Mr. D J Ariesen

Mr. P J Deakin

Mr. D J McIntyre

Mr. J H Brougham

Dr. C Büchner

Mr. T Werner

Principal activity

The principal activity of the Group is to design, manufacture and distribute market-leading technology to major broadband cable and telecommunications operators worldwide.

Principal risks and uncertainties

There are a number of risks and uncertainties which could impact the Group's long-term performance. It is subject to the same general risks and uncertainties as any other business. For example, the impact of changes in the general economic conditions including currency and interest rate fluctuations, and the impact of competition, natural disasters, and sourcing of materials. Senior management conducts regular risk reviews to establish the likelihood and impact of risks assessed.

A detailed review of the principal risks and uncertainties can be found in the Strategic Report.

Directors' liabilities

As permitted by the Articles of Association, the Directors have the benefit of an indemnity which is a qualifying third-party indemnity provision as defined by Section 234 of the Companies Act 2006. The indemnity was in force throughout the last financial year and is currently in force. The Group also purchased and maintained throughout the financial year Directors' and Officers' liability insurance in respect of itself and its directors.

Branches outside the UK

The Group has non-UK branches located in Ireland, China and Taiwan.

Political donations

During the financial year ended 31 December 2025, the Company (and its subsidiaries) made no political donations and incurred no political expenditure within the meaning of Part 14 of the Companies Act 2006. No contributions were made to any non-UK political party.

Auditor

RSM UK Audit LLP were appointed as auditor to the Group and Company and arrangements have been put in place for them to be deemed reappointed as auditors in the absence of an Annual General Meeting.

Disclosure of information to the auditor

Each Director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the Group's auditor is aware of that information. The Directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Approved by the Board on 8 April 2026 and signed on its behalf by:

.........................................

Mr. P A Broadhurst Director

Technetix Group Limited

Statement of Directors' Responsibilities

The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare Group and Company financial statements for each financial year. The directors have elected under company law to prepare the Group financial statements and the Company financial statements in accordance with UK-adopted International Accounting Standards.

The Group and Company financial statements are required by law and UK-adopted International Accounting Standards to present fairly the financial position of the Group and the Company and the financial performance of the group. The Companies Act 2006 provides in relation to such financial statements that references in the relevant part of that Act to financial statements giving a true and fair view are references to their achieving a fair presentation.

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 the profit or loss of the Group for that period. 

In preparing each of the Group and Company financial statements, the directors are required to:

· select suitable accounting policies and then apply them consistently;

· make judgements and accounting estimates that are reasonable and prudent;

· state whether they have been prepared in accordance with UK-adopted International Accounting Standards; and

· prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's and the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and the Company and enable them to ensure that the financial statements comply with the requirements of the Companies Act 2006. They are also responsible for safeguarding the assets of the Group and the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Independent Auditor's Report to the Members of Technetix Group Limited

Opinion

We have audited the financial statements of Technetix Group Limited (the 'parent company') and its subsidiaries (the 'Group') for the year ended 31 December 2025 which comprise the Consolidated Income Statement, Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows, Company Statement of Cash Flows and Notes to the Financial Statements, including significant accounting policies. 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 December 2025 and of the group's loss for the year then ended;

· the group financial statements have been properly prepared in accordance with UK-adopted International Accounting Standards;

· the parent company financial statements have been properly prepared in accordance with UK-adopted International Accounting Standards and as applied in accordance with the provisions of the Companies Act 2006; and

· the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

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 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, 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 evaluation of the directors' assessment of the group's ability to continue to adopt the going concern basis of accounting included reviewing detailed forecasts prepared, alongside conducting enquiries of management.

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 or 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 authorized for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

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 contained within the annual report. 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 the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine 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, 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

· the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the 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.

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 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.

Responsibilities of directors

As explained more fully in the directors' responsibilities statement set out on page 15, 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 the audit was considered capable of detecting irregularities, including fraud

Irregularities are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements, to perform audit procedures to help identify instances of non-compliance with other laws and regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations identified during the audit. 

In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit.

However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the group audit engagement team:

· obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the group and parent company operate in and how the group and parent company are complying with the legal and regulatory framework;

· inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud;

· discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud.

As a result of these procedures, we consider the most significant laws and regulations that have a direct impact on the financial statements are IFRS / UK-adopted IAS, the Companies Act 2006 and tax compliance regulations. We performed audit procedures to detect non-compliances which may have a material impact on the financial statements which included reviewing financial statement disclosures, and evaluating advice received from external tax advisors.

The group audit engagement team identified the risk of management override of controls and revenue cut-off as the areas where the financial statements were most susceptible to material misstatement due to fraud. Audit procedures performed included but were not limited to testing manual journal entries and other adjustments and evaluating the business rationale in relation to significant, unusual transactions and transactions entered into outside the normal course of business, and testing revenue transactions entered into either side of the year-end.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our 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.

......................................

Paul Anthony (Senior Statutory Auditor)

For and on behalf of RSM UK Audit LLP, Statutory Auditor

Chartered Accountants

Highfield Court

Tollgate

Chandlers Ford

Eastleigh

Hampshire

SO53 3TY

8 April 2026

Technetix Group Limited

Consolidated Income Statement for the Year Ended 31 December 2025

The above results were derived from continuing operations.

The notes on pages 28 to 54 form an integral part of these financial statements.

Page | 20

Technetix Group Limited

Consolidated Statement of Comprehensive Income for the Year Ended 31 December 2025

Technetix Group Limited

(Registration number: 05303822)

Consolidated Statement of Financial Position as at 31 December 2025

Approved by the Board on 8 April 2026 and signed on its behalf by:

.........................................

Mr. P A Broadhurst Director

Technetix Group Limited

(Registration number: 05303822)

Company Statement of Financial Position as at 31 December 2025

The profit for the financial year of the Company was £1,067k (2024: £780k loss).

Approved by the Board on 8 April 2026 and signed on its behalf by:

.........................................

Mr. P A Broadhurst Director

Technetix Group Limited

Consolidated Statement of Changes in Equity for the Year Ended 31 December 2025

Technetix Group Limited

Company Statement of Changes in Equity for the Year Ended 31 December 2025

Technetix Group Limited

Consolidated Statement of Cash Flows for the Year Ended 31 December 2025

Technetix Group Limited

Company Statement of Cash Flows for the Year Ended 31 December 2025

Technetix Group Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

1 General information

The Company is a private company limited by share capital, incorporated and domiciled in the United Kingdom.

The address of its registered office is Innovation House, Technetix Business Park, Albourne, Hassocks, West Sussex, BN6 9EB, United Kingdom.

2 Summary of material accounting policy information

Statement of compliance

The group financial statements have been prepared in accordance with UK-adopted international accounting standards and in accordance with the provisions of the Companies Act 2006.

Basis of preparation

These financial statements have been prepared in accordance with UK-adopted International Accounting Standards (IFRS), IFRIC interpretations and the Companies Act 2006 applicable to companies reporting under IFRS. The financial statements have been prepared under the historical cost convention, as modified by the revaluation of derivative financial instruments at fair value through profit and loss.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions or estimates are significant to the financial statements are disclosed in note 3.

A separate Income Statement for the Company has not been presented as permitted by s408 of the Companies Act 2006.

Basis of consolidation

The Group financial statements consolidate the financial statements of the Company and its subsidiary undertakings drawn up to 31 December 2025.

On acquisition of a subsidiary, the purchase method of accounting is applied. All the subsidiary's assets and liabilities that exist at the date of acquisition are recorded at their fair values reflecting their condition at that date. All changes to those assets and liabilities, and the resulting gains and losses that arise after the Group has gained control of the subsidiary are charged to the post acquisition Income Statement. All intra-Group transactions are eliminated on consolidation.

Summary of material accounting policy information and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Standards and interpretations not applied

At the date of authorization of these financial statements there were standards and interpretations which were in issue, but which were not yet effective, and which have not been applied. The principal ones were:

· Amendments to the Classification and Measurement of Financial Instruments (effective 1 January 2026)

· Annual Improvements to IFRS Accounting Standards - Volume 11 (effective 1 January 2026)

· Amendments to IFRS 7 and IFRS 9: Contracts Referencing Nature-dependent Electricity (effective 1 January 2026)

· Amendments to IFRS 18: Presentation and Disclosure in Financial Statements (effective 1 January 2027)

· Amendments to IFRS 19: Subsidiaries without Public Accountability: Disclosures (effective 1 January 2027)

The Directors do not expect the adoption of these standards to have a material impact on the financial statements.

Adoption of new standards

In the current period, the following standards and interpretations have been adopted which were effective for periods commencing on or after 1 January 2025:

· Amendments to IAS 21: Lack of Exchangeability (effective 1 January 2025)

The adoption of these standards has not had a material impact on the financial statements.

2 Summary of material accounting policy information (continued)

Going concern

The Group's business activities, together with the factors likely to affect its future development, performance and position are set out in the Strategic Report. The Group has access to a broad range of expertise within the business and as a consequence believes that it is well-placed to manage its risks successfully.

As required by the standard, the Group has undertaken sensitivity testing on its future forecasts by applying downside assumptions to establish a plausible but severe scenario. The downside sensitivities testing was performed on a 12-month basis from the financial statements signing date, being the period to March 2027. Within the most plausible, but severe downside model, the key business assumption is either delays to customer orders or delays to new product release expectations, in this event the Group is forecast to remain profitable and maintain adequate headroom to all the applicable Group's banking covenants. The next covenant review date is 31 March 2026.

Having assessed current trading; the strength of customer and supplier relationships, the current order book and the banking facilities available to the Group, the Directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for at least 12 months from the date of signing these financial statements. Thus, they continue to adopt the going concern basis of accounting in preparing the annual financial statements.

Subsequent to the year end, the Group completed the refinancing of its term loan and revolving credit facility on the 30th March 2026 extending the facility to 1st September 2028 on similar terms , providing continued committed funding throughout the going concern assessment period and further supporting the Directors' conclusion to adopt the going concern basis.

Goodwill

Goodwill on acquisitions comprises the excess of the fair value of the consideration over the fair value of the net identifiable assets acquired. Adjustments are made to fair values to bring the accounting policies of acquired businesses into alignment with those of the Group. The costs of integrating and reorganizing acquired businesses are charged to the post acquisition Income Statement.

Goodwill is carried at cost less accumulated impairment losses. Goodwill is tested for impairment annually. Goodwill is allocated to cash-generating units for the purpose of this impairment testing. The allocation is made to those cash-generating units, or groups of cash-generating units that are expected to benefit from the business combination in which the goodwill arose. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

Business combinations

Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, which is measured at acquisition date fair value, and the amount of any non-controlling interests in the acquiree. For each business combination, the Group elects whether to measure the non-controlling interests in the acquiree at fair value or at the proportionate share of the acquiree's identifiable net assets. Acquisition-related costs are expensed as incurred and included in administrative expenses.

When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts by the acquiree.

Any contingent consideration to be transferred by the acquirer will be recognized at fair value at the acquisition date. Contingent consideration classified as an asset or liability that is a financial instrument and within the scope of IFRS 9 Financial Instruments: Recognition and Measurement, is subsequently measured at fair value with the changes in fair value recognized in the statement of profit or loss. Changes in fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the 'measurement period' (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date.

Property, plant and equipment

All property, plant and equipment assets are stated at cost less accumulated depreciation. The cost includes the original purchase price and any costs to bring the asset to its working condition.

2 Summary of material accounting policy information (continued)

Depreciation

Depreciation of property, plant and equipment is provided to write off the cost, less residual value, over the estimated useful life at the following rates:

Asset class Depreciation method and rate

Leasehold Improvements Straight line over period of lease

Plant and Machinery Straight line over 2 - 10 years