1.08 Adjusted loss per share is worked on two different share counts, and the Financial Review prints a third set of figures
UK Company B · a UK-listed technology and logistics group · Compliance or disclosure gap
In brief
Note 2.8 gives an adjusted loss per share of ([n])p, built by adding adjusting items of [amount] to the basic continuing loss of ([n])p. Dividing the note's own adjusted loss of [amount] by the basic share count of [n] gives ([n])p: the [amount] reproduces only on the diluted count of [n]. The standard requires every additional per-share amount to use the IAS 33 share count. The Financial Review prints ([n])p for 2025 and ([n])p for 2024, against the note's ([n])p and ([n])p, and adjusted earnings per share (EPS) is a vesting measure in the Performance Share Plan (PSP).
The evidence, as filed
Screenshot withheld to protect the company’s identity: Annual Report 2025, page 208; Annual Report 2025, page 209; Annual Report 2025, page 271; Annual Report 2025, page 146; Annual Report 2025, page 27. Their wording or layout could lead back to the company even with names and figures masked; the evidence list below records what each page shows.
What the report shows, and what the rule requires
| What the annual report shows | What the rule requires |
|---|---|
| What the annual report shows Adjusted loss per share ([n])p = ([n])p + [amount], where [amount] is the adjusting items of [n] over the diluted count of [n]; Financial Review: ([n])p for 2025 and ([n])p for 2024; no statement that the adjusted figure is both basic and diluted | What the rule requires Adjusted loss per share ([n])p = adjusted loss of [n] / basic weighted average of [n] shares (adjusting items [amount]), labelled basic and diluted, and the same figures in the Financial Review |
The rule
IAS 33 Earnings per Share, paragraph 73
Version relied on: UK-adopted international accounting standards (UK Endorsement Board), as in force for financial years beginning in or after January 2025
Any additional per-share figure must use the same weighted average share count as the standard requires, must show basic and diluted amounts with equal prominence, and must be presented in the notes.
Why it applies here: the adjusting-items line was divided by the diluted share count and added to a basic figure, which mixes two denominators.
Why it matters
- The adjusted loss per share in the audited note does not reproduce on the share count the standard requires, and the Financial Review gives a third pair of figures.
- Adjusted earnings per share is one of the two Performance Share Plan vesting conditions, so the base year and outturn used for directors' awards need one stated basis.
The adjusted loss per share in the audited note overstates the loss by [amount], the Financial Review gives a third pair of figures, and the measure is one of the two PSP vesting conditions, so the base year and outturn used for directors' awards need to be on one stated basis.
Exposure
No sanction is stated. A Corporate Reporting Review enquiry on per-share alternative measures would normally end in an undertaking to correct the presentation in the next report.
Our workings
Note 2.8 gives adjusting items attributable to owners from continuing operations of [n] and an [wording masked] ([n]), with a basic weighted average of [n] shares and a diluted weighted average of [n]. On p.209 the per-share table shows [wording masked] operations of ([n])p, adjusting items of [amount] and an adjusted loss per share of ([n])p (2024: ([n])p). The definition in the Alternative Performance Measures section divides adjusted earnings by the weighted average number of shares and says the measure is used in the PSP; the remuneration report sets PSP vesting on the absolute improvement in adjusted EPS from 2024 to 2027. The Financial Review prints adjusted loss per share of ([n])p and ([n])p, and basic EPS of [amount] and ([n])p.
[n] / [n] gives ([n])p; adjusting items [n] / [n] give [amount], not [amount]. The printed [amount] is [n] / [n], the diluted count. The 2024 comparative reproduces exactly ([n] / [n] = ([n])p), when there was no dilution. The note's figure is [amount] ([n]%) too high a loss; the Financial Review differs from the note by [amount] for 2025 and [amount] for 2024.
The Financial Review figures may be on another basis (its basic EPS of [amount] is not the audited [amount] either), but no basis is stated.
| Step | Computation | Result |
|---|---|---|
| Adjusted loss per share on the basic count | [n] / [n] = [n] | ([n])p |
| Adjusting items per share, basic count | [n] / [n] = [n] | [amount] |
| Adjusting items per share, diluted count (reproduces the note) | [n] / [n] = [n] | [amount] |
| Note's adjusted figure | [n] - [n] = [n] | ([n])p |
| Difference (reported - correct) | [n] - [n] = [n] | [n] |
| Size of the difference | [n] / [n] = [n]% | [n]% |
| 2024 comparative check | [n] / [n] = [n] | ([n])p, agrees |
| Financial Review against the note | [n] - [n] = [n]; [n] - [n] = [n] | [amount] (2025), [amount] (2024) |
Management’s best defence, and our reply
The company could argue that the adjusted measure is an alternative performance measure, not an IAS 33 figure, so the share count is a matter of definition, and that dividing adjusting items by the diluted count is a conservative presentation. It could also say the Financial Review figures are on a management basis consistent with the PSP targets, which include a share of [former subsidiary]. The answer: once a per-share amount from a reported component (the income statement's results-before-adjusting-items column) is given in the notes, IAS 33.73 fixes the denominator as the IAS 33 weighted average, and the company's own definition says the same; using the diluted count for one line and the basic count for the other is not a basis at all. The Financial Review states no different basis, and its basic EPS differs from the audited figure too.
The fix
- Annual Report 2026: show 'Adjusted loss per share (basic and diluted) ([n])p' for 2025, with adjusting items of [amount], and use the same figures in the Financial Review (or state the different basis there).
Evidence relied on
| # | What it shows | Type | Where |
|---|---|---|---|
| 1 | Adjusting items attributable to owners, £m | Document | Annual Report 2025, page 208 |
| 2 | Adjusted loss used as the numerator, £m | Document | Annual Report 2025, page 208 |
| 3 | IAS 33 basic share count, millions | Document | Annual Report 2025, page 208 |
| 4 | Diluted share count: the only count that reproduces [amount] | Document | Annual Report 2025, page 208 |
| 5 | Starting point of the per-share build-up | Document | Annual Report 2025, page 209 |
| 6 | Adjusting items per share as printed | Document | Annual Report 2025, page 209 |
| 7 | Adjusted loss per share as printed, one figure with no basic and diluted label | Document | Annual Report 2025, page 209 |
| 8 | Alternative Performance Measure definition: adjusted earnings over the weighted average number of shares | Document | Annual Report 2025, page 271 |
| 9 | Adjusted EPS is a PSP vesting measure for the Executive Directors | Document | Annual Report 2025, page 146 |
| 10 | Financial Review prints different adjusted figures for both years | Document | Annual Report 2025, page 27 |
| 11 | Financial Review basic figures differ from the audited [amount] and ([n])p, so its basis is unstated | Document | Annual Report 2025, page 27 |
| 12 | Basic weighted average shares of [amount] | Document | Annual Report 2025, page 208 |
| 13 | Adjusting items attributable to owners in the earnings table are [n] | Document | Annual Report 2025, page 208 |
| 14 | Adjusted loss in the earnings table is [n] | Document | Annual Report 2025, page 208 |
| 15 | The per-share table gives adjusting items of [amount] | Document | Annual Report 2025, page 209 |
| 16 | Adjusted loss per share is printed as [amount] | Document | Annual Report 2025, page 209 |
Prepared by Pramanex from the company’s published annual reports, without the company’s involvement, to show how an annual report review reads. The company is not named, and nothing on this page is a statement about any identifiable company. Observations are not an audit, review or other assurance engagement, and not legal advice. A regulator-style question is a question, not a conclusion.
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