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REG - Avingtrans PLC - Preliminary results for the year ended 31 May 2025

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RNS Number : 5285A  Avingtrans PLC  24 September 2025

24 September 2025

 

Avingtrans Plc

 

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

 

Preliminary results for the year ended 31 May 2025

 

Avingtrans Plc (AIM: AVG), which designs, manufactures and supplies critical
components, modules, systems and associated services to the energy, medical
and industrial sectors, is pleased to announce its preliminary results for the
year ended 31 May 2025.

 

Financial Highlights

·      Revenue from continuing operations increased by 14.5% to a record
£156.4m (2024: £136.6m)

·      Gross Margin was stable at 31.7% (2024: 32.2%)

·      Adjusted(1) EBITDA from continuing operations was slightly ahead
of the previously upgraded market expectations at £16.7m (2024: £14.0m). AES
recorded a 20% uplift in adjusted EBITDA across the division to £21.5m,
offset by a smaller than forecast investment in the MII division

·      Adjusted(1) PBT from continuing operations was £8.6m (2024:
£7.3m), reflecting strong underlying growth in AES results alongside lower
restructuring costs

·      Adjusted(1) Diluted earnings per share from continuing
operations was 23.7p (2024: 18.5p)

·      Net Debt (excluding IFRS16) at 31 May 2025 of £12.3m (31 May
2024: £6.1m), ahead of market expectations

·      Final dividend of 3.0p per share proposed, resulting in a total
dividend of 4.9p per share (2024: 4.7p)

( )

(1 )Adjusted to add back amortisation of intangibles from business
combinations, acquisition costs and exceptional items

 

Operational Highlights

Energy (AES)

·      Revenue increased by 13.9% to a record £151.5m (2024: £132.9m)

·      Adjusted(1) EBITDA up 20% to £21.5m (2024: £17.9m)

·      Strong performance by Hayward Tyler, driven by rapid global
growth in AI and data centre infrastructure, electrification of transport and
links to new nuclear power requirements

·      Positive progress made in the HT Inc with a $10.0m contract from
TerraPower, for novel nuclear pumps

·      Ormandy reported record results, benefitting from growth in
energy demanding AI and data centres

·      Metalcraft continues to ramp-up 3M3 box output in serial
production phase for Sellafield

·      Booth completed tests of HS2 doors and won additional HS2
contracts worth £12m (£7.5m post-period end)

·      S&P recovery continues, with improved year on year result

·      Post period end, HTI secured $16m of nuclear equipment and spares
orders from Korea Hydro & Nuclear Power (KHNP) in S. Korea

 

Medical (MII)

·      Revenue increased to £4.9m (2024: £3.7m), pending build-up of
new MRI and X-ray products

·      LBITDA increased to £3.6m (2024: £2.8m) as new MRI and X-ray
products progress to market

·      Adaptix appointed multiple initial distributors in the UK and the
USA, across three addressable market sectors, with potential EU distributors
also identified

·      Encouraging customer reactions at Radiological Society of North
America, London Vet Show and Farnborough International Airshow. Customers
overwhelmingly commend high quality of images

·      Adaptix's NDT product, recognised for its high image quality, was
awarded "Innovation of the Year" by the Aerospace Technologies Institute, UK,
highlighting its groundbreaking impact on aerospace inspection

·      Magnetica expects to submit 510(k) approval to the FDA during H2
FY26

·      In the period, Magnetica started work on a new MRI guided therapy
product concept for ViewRay® Inc

 

Current Trading & Outlook

·      In the quarter since 31 May 2025, the Group has performed in line
with management expectations, with the strong momentum of FY25 continuing into
FY26, bolstered by a series of contract wins in AES

·      The Board remains confident about the current strategic direction
and potential future opportunities across both the AES & MII divisions,
whilst continually monitoring market conditions

·      We will continue to refine our business by pinpointing specific
additional acquisitions as the opportunities arise, to generate superior
shareholder value, whilst maintaining a conservative approach to debt

 

Commenting on the results, Roger McDowell, Chairman, said:

 

"We are very pleased to present investors with another enhanced set of
results. In challenging global markets, Avingtrans has again performed
robustly as a group and exceeded market expectations. During the year, we made
good use of our resources, to continue with the Investment phase of our PIE
strategy at Slack and Parr, Adaptix and Magnetica. This activity was, in turn,
supported by a record set of results in the AES division. With several of our
businesses now benefitting from positive global trends in AI, data centres
and, relatedly, new nuclear power, we have a strong order book moving into
FY26 and, therefore, we anticipate further organic growth as a Group this
year."

 

 

 

Enquiries:

 Avingtrans plc                                          01354 692 391
 Roger McDowell, Chairman

 Steve McQuillan, Chief Executive Officer

 Stephen King, Chief Financial Officer

 Singer Capital Markets (Nominated Adviser and Broker)   020 7496 3000
 Sara Hale

 Alex Bond

 Oliver Platts

 IFC Advisory (Financial PR)                             020 3934 6630
 Graham Herring

 Tim Metcalfe

 Zach Cohen

 

About Avingtrans plc:

Avingtrans designs, manufactures and supplies original equipment, systems and
associated aftermarket services to the energy, medical and industrial markets
worldwide.

Business units

 Hayward Tyler - Luton, East Kilbride UK, USA, China and India

 Specialises in the design, manufacture and servicing of performance-critical
 motors and pumps for challenging environments.

 Energy Steel, Inc - Rochester Hills, Michigan, USA

 Provider of custom fabrications for the nuclear industry, specialising in: OEM
 parts obsolescence; custom fabrications; engineering design solutions; product
 refurbishment; on-site technical support.

 Stainless Metalcraft Ltd - Chatteris, UK

 Provider of safety-critical equipment for the energy, medical, science and
 research communities, worldwide, specialising in precision pressure and vacuum
 vessels and associated fabrications, sub-assemblies and systems.

 Booth Industries - Bolton, UK

 Designs, manufactures, installs and services doors and walls which can be
 tailored to be: blast and explosion proof; fireproof; acoustically shielded;
 high security/safety; or combinations of the above.

 Ormandy Group - Bradford, UK

 Design, manufacturers and servicing of off-site plant, heat exchangers and
 other HVAC (heating, ventilation and air conditioning) products.

 Slack & Parr - Kegworth, UK, USA & China

 Design, manufacture and servicing of high-precision gear metering pumps,
 hydraulics flow dividers and industrial pumps.

 Composite Products Ltd - Buckingham, UK

 Centre for composite technology, parts and assemblies, serving customers in
 industrial markets.

 Adaptix Ltd - Oxford, UK

 Adaptix has developed novel 3D X-ray for Orthopaedic and Veterinary
 applications amongst others. Commercialisation of this system (and others) is
 on-going.

 Magnetica Ltd - Brisbane, Australia

 Magnetica Limited specialises in the development of next generation MRI
 technologies, including dedicated extremity MRI systems and MRI system
 components. Magnetica has successfully built and tested a compact, integrated
 3 Tesla orthopaedic MRI system, demonstrating clinical-quality imaging.
 Commercialisation of this system (and others) is on-going. Magnetica's
 structure now includes two other business units:

 Scientific Magnetics - Abingdon, UK

 Designs and manufactures superconducting magnet systems and associated
 cryogenics for a variety of markets including MRI and provides services for
 Nuclear Magnetic Resonance instruments.

 Tecmag Inc - Houston, USA

 Designs, manufactures and installs instrumentation, including consoles, system
 upgrades, and probes, mainly for Magnetic Resonance Imaging (MRI) and Nuclear
 Magnetic Resonance (NMR) systems.

 

 

Chairman's Statement

 

Once again, we are pleased to announce that Avingtrans has demonstrated a
strong performance across the period, with record revenue and Adjusted EBITDA
and PBT slightly ahead of the previously upgraded market expectation (note 2).
The modest Net Debt position was materially below the expected outcome. We
have a very healthy order book as we move into FY26 which has been bolstered
by a number of recent contact wins in AES.

 

Our Pinpoint-Invest-Exit ("PIE") mantra has been the core of our strategy for
many years. It was again successfully deployed in shaping investments in Slack
and Parr, Adaptix and Magnetica in the period. Whilst still on a recovery
journey, Slack and Parr produced improved year on year results. Both Magnetica
and Adaptix continue to make positive progress, having developed disruptive
and complementary medical imaging products, particularly for orthopaedic
applications.

 

Our value creation goals are on track, supported by a conservative approach to
debt, which the Board continues to view as prudent. We are optimally
structured for future exits that should maximise shareholder value.

 

In the period, our Advanced Engineering Systems (AES) division went from
strength to strength. We continue to invest in AES and the results again
demonstrate that we are proactively managing strong progress in this division.
Notably, there were record results at Hayward Tyler and Ormandy in FY25, with
good progress also at Metalcraft and Booth.

 

In the Medical and Industrial Imaging (MII) division, the marketing of the 3D
X-ray systems at Adaptix and the development of compact helium-free MRI
systems at Magnetica have made substantial progress in achieving key
milestones in 2025. Magnetica's 510k application to the FDA in the USA has
been further delayed until H2 FY26, mainly driven by the FDA's vastly
increased cyber-security requirements for imaging systems. These delays result
in some increases to the commercialisation plans and costs for the medical
division, though these costs are partially offset by R&D tax incentives
and are otherwise absorbable. We are very excited by customer feedback from
the images being produced by both our MRI and 3D X-ray systems. Adaptix
continues to build up its distribution channels in the UK, Europe and USA,
with sales of Vet, Non-Destructive Testing and Orthopaedic products now all
underway.

 

Our divisional management teams have again demonstrated agility and
resilience, building strong business platforms. Aftermarket growth in AES
remained steady, supporting our value propositions to OEM and end-user
customers. The positive sentiment in the nuclear sector, defence and, to an
extent, in oil and gas resulted in increased orders in those arenas. The focus
on end-user access continues to drive improved profitability and underpins our
product and service development.

 

The investments in Adaptix and in Magnetica have firmly established the
Medical and Industrial Imaging (MII) division as a new specialist imaging
systems supplier, with exciting X-ray and MRI products now well advanced. The
Board is encouraged by the division's potential, expecting longer-term, highly
positive returns for the Group, we will carefully consider the best route to
deliver shareholder value.

 

In view of the promising overall results, the Board is proposing a final
dividend of 3.0 pence per share, resulting in a total dividend of 4.9p for the
year (2024: 4.7p). With a robust balance sheet, the Group remains vigilant in
seeking shareholder value-enhancing M&A opportunities, while also being
cautious and selective in a still uncertain world.

 

As always, I extend my heartfelt appreciation and thanks for all Avingtrans
employees' hard work and for their dedication and resilience in navigating
another challenging, but ultimately successful year.

 

 

 

 

 

 

Roger McDowell

Chairman

23 September 2025

Strategy and Business Review

 

Group Strategy

 

Our core strategy is to buy and build engineering companies in niche markets,
particularly where we see turnaround and consolidation prospects; a strategy
we call Pinpoint-Invest-Exit ("PIE"), thanks to which, we have had a strong
track record in returning significant shareholder value for well over a
decade.

 

With an increased presence in our target markets, a focus on aftermarkets,
strength in depth of the management teams and a lean central structure, the
Group continues to grow profitably - despite the effects of macroeconomic
uncertainties - and the Board is focused on seeking additions to the
Avingtrans value-add proposition.

 

The majority of the Group's adjusted key financial metrics trended positively
in the period, despite the ongoing impacts of global financial stress.

 

The Group is focused on the global Energy, Infrastructure and Medical markets,
which play into some of the world's mega-trends, such as urbanisation; ageing
populations; and a transition towards a cleaner and healthier planet.

 

Divisional Strategies

 

Advanced Engineering Systems (AES): AES continues to strengthen its nuclear
installed base, focusing on civil, defence, and national security
applications, particularly for life extension purposes. The business also
explores opportunities in the hydrocarbon market sectors. In the USA, Hayward
Tyler ("HT") is actively developing solutions for new nuclear technologies and
other low carbon energy sources, like concentrated solar power, to leverage
the global energy supply transition.  HT has been executing the large
contracts it previously secured, including pumps for the next generation
nuclear business, TerraPower, in the USA and further life extension equipment
for the Forsmark nuclear power station in Sweden. The HT strategy is
strengthened by partnership agreements with companies like Shinhoo, expanding
our product portfolio and creating cross-selling opportunities. The 2023
acquisition of Slack and Parr further enhances our global specialist pumps
footprint.

 

An important target for AES is to establish a comprehensive offering in the
nuclear decommissioning and waste management markets, building on long-term
contracts for nuclear waste storage containers and the existing equipment
installed across the vast Sellafield site. During the period, Metalcraft and
Sellafield Limited continued with the contract to provide high integrity
stainless steel storage boxes for Sellafield. The 3M3 ('three metre cubed')
box contract is currently valued at over £60m worth of boxes still to be
manufactured. The division's nuclear credentials were again enhanced by Booth
Industries' strong performance, expanding our market reach into Critical
National Infrastructure (CNI). Booth's multi-year contract with HS2, currently
still worth over £30m, is progressing well, with manufacturing of doors now
having commenced and two additional contracts from HS2 having been won in
recent months. Ormandy's market position in HVAC was strengthened by the
HES/HEVAC acquisition in 2023, with a resulting wider product proposition
including AI and data centres. AES continues to benefit from a robust prospect
pipeline, positioning it well to bid for new opportunities as they arise.

 

Medical and Industrial Imaging (MII): Following the Magnetica acquisition in
2021 and the acquisition of the remaining shares in Adaptix in 2023, the focus
for the highly experienced management teams in the medical division is to
become a niche market leader in the production of compact helium-free MRI
systems and 3D X-ray systems, for applications such as orthopaedic and
veterinary imaging and non-destructive testing (NDT). This is an exciting
opportunity for the Group. In support of the core strategy, the division will
continue to work on niche Nuclear Magnetic Resonance (NMR) and scientific
magnet products and services, since these are complementary technologies.
Adaptix's 3D X-ray technology is being developed in parallel to Magnetica's
MRI technology and, as we envisioned, the two businesses are working together
in a complementary manner.

 

Across the Group's customers, we are capitalising on the continued pressure on
aftermarket expenditure, where operational efficiency, reliability and safety
are paramount. Customers are looking for reliable supply chain partners, to
provide long term support of both new infrastructure and legacy installations.

Pinpoint-Invest-Exit

Continuing with our evergreen Pinpoint-Invest-Exit strategy, we have been
working through structured investments in Magnetica, Adaptix and Slack and
Parr as mentioned earlier. The Group invested around £13m in Magnetica and
Adaptix in the period, as both businesses press ahead, to complete the
development and commercialisation of their disruptive imaging products.

The Group remains confident about the current strategic direction and
potential future opportunities across its chosen markets. Some of our market
sectors (eg Nuclear and defence) benefitted from the global trends in the
period, such as a worldwide drive to build more AI and data centres and global
security issues.

Markets - Energy

 

The global demand for energy remains relentless and we anticipate sustained
growth in the coming years. The aftermath of the pandemic and recent conflicts
have spurred a push towards enhanced efficiency and decarbonisation. However,
the Russia-Ukraine conflict subsequently raised political awareness of the
importance of energy security, leading to a recalibration of the rush towards
renewable energy in the short to medium term. The energy hungry deployment of
AI and growth in data centres will further increase world energy consumption.
This situation could potentially benefit our businesses, notably in the
nuclear sector.

 

End User/Aftermarket

 

Operators and end-users demand a quick response through local support and a
requirement to drive improvements through equipment upgrades and
modernisation. Power stations are being operated for much longer than their
intended design lives, resulting in a strong demand for solution providers in
the supply chain to partner with end-users for the longer term. The AES
division is well positioned to grow in this end-user market space.

 

Nuclear

 

Nuclear energy as a low carbon, baseload power source remains an asymmetric
market with respect to future growth. Almost all the 1GW+ new build
opportunities are in Asia, with the exception of the limited UK programme and
recent plans announced in France. However, we are still experiencing buoyant
market segments, including supporting the operational fleet, continued safe
operation and life extensions, decommissioning and waste management. We are
also working on the long-term development of the next generation of
technologies - i.e. Small Modular, or Advanced Generation IV Reactors - e.g.
with TerraPower and GE-Hitachi. In addition, these segments all have the
backdrop of a consolidating supply chain and paucity of expert knowledge.

The USA still operates the biggest civil nuclear fleet in the world, with 94
reactors generating around 30 percent of the world's nuclear electricity.
Coupled with the heritage Westinghouse technology operating in Europe and
Asia, the division's long-standing position in this market provides
opportunities for further growth. Obsolescence and life extension are key
issues for nuclear operators worldwide and the AES division is well positioned
to support operators in addressing this critical risk.

The UK remains pre-eminent when it comes to decommissioning nuclear facilities
and subsequent waste management, in terms of innovative technology and overall
spend. The Group is embedded in the future manufacture of waste containers for
Sellafield and NRS (formerly Magnox) and will continue to expand its presence
in the UK and globally in the longer term. The development of new nuclear
technologies is ongoing, with activity in the UK, South Korea, the USA and
China dominating development activity. The Group views these new technologies
as an attractive route forward for nuclear and is well positioned to develop
as a global industry partner.

Power Generation

 

The world continues to electrify, with an increasing amount of primary energy
going to the power sector, which remains a key focus across the Group's AES
division. Aside from nuclear, the main sub-sectors are as follows:

·    Coal - the Group continues to see good aftermarket activity from coal
fired power stations even though the demand for new power stations is in
decline in most of the world. Opportunities still exist in India, China,
Southeast Asia and Eastern Europe. AES has optimised its product line, to take
market share and to create new opportunities - e.g. in products to remove
toxins from the exhaust stacks of power stations.

·    Gas - natural gas, primarily in the form of combined cycle gas
turbine power plants has been a growing market space, primarily in the West,
albeit disrupted by the Russia-Ukraine conflict. The Group continues to
develop this market with both existing and new product lines.

·    Renewables - renewable technologies and their supporting
infrastructure are a growing market globally. The Group has a range of
products that can be applied directly to this market segment and also has
expertise that can be used to develop new products for niche parts of this
market, such as molten salt pumps for concentrated solar applications.

 

Hydrocarbons

 

The conflict in Ukraine initially resulted in a surge in European gas prices,
leading to unprecedented levels of volatility in the energy market. Our
Hayward Tyler businesses have long been associated with providing top-notch
subsea and submersible pumps and motors to the oil and gas fields of the
Norwegian Shelf. Recently, we have experienced stronger demand for both new
equipment and aftermarket services, as the market seeks to maximise supplies
from this region. The current situation, coupled with informed forecasts,
indicates that the demand for our products and services is likely to remain
relatively solid. This presents a promising opportunity for our business to
further capitalise on the evolving energy landscape.

 

Infrastructure, Defence and Security

 

Global safety and security concerns, as well as risk mitigation on large
infrastructure projects, are key drivers for growth at Booth and we are
cultivating these opportunities carefully. Thus far, the vast majority of
Booth's sales are in the UK but the business is building up a prospect
pipeline overseas. We have also continued to build the aftermarket order book,
with good prospects.

 

With NATO recently agreeing to significantly increase defence spending across
the entire alliance, this brings expanded opportunities for the Group.
Notably, at Hayward Tyler, we have seen increased interest and orders from
defence primes, who are turning to HT for expertise in propulsion equipment.

 

Threat detection standards for baggage handling at airports and package
scanning have been tightened everywhere around the world - especially in
Europe and the USA. With many millions of bags and packages flowing across
border crossings every day, screening devices have to comply with threat
detection standards without impacting throughput. Rapiscan, the biggest
customer for Composite Products, is a market leader in this sector, whose
presence is increasing as new standards are rolled out.

 

At Adaptix, we are exploring various possible security applications of their
3D X-ray technology products as tools in various Non-Destructive Testing (NDT)
markets, for example to image composite and additive manufactured parts, with
an estimated total addressable market of c$1.4bn.

 

Markets - Medical

 

The Diagnostic (medical) and molecular imaging markets are large global
sectors, dominated by a few large systems manufacturers. The total Medical
Imaging Market is expected to reach $55.4billion by 2030 according to Grand
View Research, a compound annual growth rate of 5.0%. The largest market is
the USA, followed by Europe and Japan. The fastest growing markets are China
and India. Magnetica and Adaptix are emerging medtech leaders in the fields of
compact helium free MRI and 3D tomosynthesis X-ray equipment. The objective of
both businesses is to create innovative, niche MRI and X-ray systems OEMs,
which can address specific parts of the market, not well served by dedicated
products at present. This includes orthopaedic and veterinary imaging. The
development paths of Magnetica and Adaptix are convergent, which enables both
businesses to benefit from efficiency and cost gains, as well as optimising
the route to market - especially in orthopaedics. Market drivers for these
segments include an ageing global population, the rising incidence of chronic
diseases and increasing companion animal ownership.

 

The growing prevalence of chronic diseases, especially in older populations,
is increasing demand for medical imaging in hospitals and other diagnostic
settings. Technical innovations, including advances in artificial intelligence
(AI), have increased the reliability and accuracy of medical imaging, thus
driving further demand in global healthcare. Conversely, the market is
somewhat inhibited by the high cost of current medical imaging systems.

 

In 2024, X-ray systems held approximately 32% of the market share, while MRI
systems accounted for around 18%. Our estimates indicate that over 20% of all
diagnostic imaging scans are related to limbs. As a result, the combined
addressable market for Magnetica and Adaptix in medical imaging is
approximately $3 billion, in theory. However, it is important to note that the
actual addressable market is likely smaller, since both businesses have chosen
not to target sales to hospitals. Instead, they are focusing on deploying
their products in specialised clinics, where the product attributes align
closely with the specific needs of these establishments, for fast, effective
imaging at the point of care.

 

Notably, our strategy is to attack the markets in smaller "point-of-care"
locations, where the main players (eg GE, Philips and Siemens) are not
present, since they are generally focused on whole body systems located in
hospitals. Additionally, our systems are designed to eliminate circa 90% of
the infrastructure costs, which severely curtail the locations where whole
body systems can be sited worldwide.

 

Additionally, both Magnetica and Adaptix have plans to expand into other
imaging markets, notably the veterinary sector. This is in response to the
lack of dedicated products in this arena, which has hindered the widespread
use of sophisticated imaging systems in veterinary practices. By targeting
these specialised markets and addressing their unique requirements, both
companies aim to further grow their market share and create a disruptive
impact in the medical and veterinary imaging industries.

 

End User/Aftermarket

 

Diagnostic imaging is dominated by a handful of manufacturers, including: GE,
Siemens, Philips and Canon. These OEMs account for circa 80% of revenue
globally. These same players also dominate the aftermarket, though there are a
few independent MRI service businesses in existence. Avingtrans is not present
in the imaging aftermarket at this time.

Operations

 

Operational Key Performance Indicators (KPI's) for continuing operations:

                                                                               2025   2024
 ·      Percentage of total revenue from continuing operations deriving        38.2%  33.2%
 from aftermarket revenue
 ·      Customer quality - percentage of defect free deliveries                94.3%  89.0%
 ·      Customer on-time in-full deliveries                                    79.1%  73.6%
 ·      Annualised staff turnover including restructuring                      13.8%  15.8%
 ·      Health and Safety incidents per head per annum                         0.05   0.07
 ·      Environmental incidents per annum                                      0      0

 

 

Aftermarket sales have decreased by 1% in the year, to £51.9m (2024:
£52.2m). However, the strong growth in original equipment sales meant that
the percentage of aftermarket sales fell to 33.2% (2024: 38.2%).

 

Both defect-free deliveries and on-time deliveries improved in 2025,
reflecting the benefits of ongoing operational enhancements. These
improvements were driven by several factors, including the standardisation of
products, enhancements to product design, and the continued development of
close working relationships with our supply chain partners.

 

We are pleased to report a reduction in Health and Safety incidents during the
year, with employee incidents per head falling from 0.07 in 2024 to 0.05 in
2025. In absolute terms, there were 53 employee incidents reported in the
year, down from 67 in the prior year. Importantly, there were no fatalities in
either period, and no injuries involving contractors in the current or prior
year. These results reflect our continued focus on maintaining a safe working
environment across all operations.

 

As in 2024, there were zero environmental incidents recorded in the Group.

 

AES Division - Energy, Defence and Infrastructure

 

The AES division comprises: Hayward Tyler (HT), Energy Steel (ES), Booth,
Metalcraft, Ormandy, Slack and Parr and Composite Products.

 

The division's results again increased materially in the period, both for OE
and aftermarket sales.

 

For Hayward Tyler ("HT"), the main priorities remain to strengthen its
aftermarket capabilities and to maximise opportunities in the nuclear life
extension market and to expand our defence offerings to UK and US primes. HT
was able to deliver a robust result in the period, yet again the best outcome
since acquisition, with a strong order book and prospects for the year ahead.

 

At HT Luton, aftermarket activities remain the focus, including the servicing
of third-party equipment. The follow on £3m contract in Sweden with
Vattenfall for the Forsmark plant (for nuclear life extension) progressed
positively in the period. Further defence orders worth £3.5m have also been
received from Rolls Royce. Hydrocarbon related orders from the UK North Sea
sector remained steady.

 

Regarding the HT Luton site redevelopment, there has been limited recent
progress, as interest rates in the UK have dampened construction interest for
the time being. Therefore, the sale of the site remains paused.

 

The HT Fluid Handling business in Scotland has been recombined with HT Luton
to further align product offerings and enhance routes to Market following a
reduction in legacy business, although it did trade positively at operating
profit.

 

HT Inc in Vermont (USA) continues to see solid order intake in the nuclear
life extension market in the USA. HT Inc's new R&D opportunities in next
generation nuclear power have made good progress, especially the design and
development contract for TerraPower, which is progressing to plan. Post period
end, HTI secured $16m of nuclear equipment and spares orders from KHNP in S.
Korea.

 

HT Kunshan (China) has developed a very healthy order book, including an
improving position in the aftermarket business, with new orders coming from
Chinese power station OEMs working on reducing the environmental impact of
electricity production.

 

In India, the local team again delivered a solid annual performance, as
India's energy requirements continue to expand.

 

Energy Steel ('ES') in Michigan (USA) had a challenging year, with several
underperforming historic contracts impacting profit, but ES finished strongly
with a much improved H2 and a very solid order book to enter FY26 with
increased confidence.

 

Metalcraft continues to make good progress with Phase 2 of the Sellafield 3M3
('three metre cubed') box contract and with contracts from NRS (formerly
Magnox). The next follow-on 3M3 box contract tender, expected to be worth over
£900m, is now expected to be tendered in 2026 by Sellafield. The apprentice
training centre in Chatteris continues to build momentum.

 

Ormandy again achieved a record performance in the period, with a robust order
book, moving into FY26. Ormandy has made excellent progress in building its
aftermarket business, with aftermarket now comprising 13.6% of revenue.

 

Booth Industries sustained its consistently robust performance. Booth has a
record order book, including the large order for HS2 cross-tunnel doors, which
was not affected by the HS2 phase 2 cancellation. Post period end, an
additional £7.5m order was awarded for doorsets for HS2's Old Oak Common
station. We continue to make good progress in building an aftermarket business
at Booth, which has strong growth potential.

 

Composite Products had a solid year, boosted by orders from Rapiscan and some
new customers placing initial orders.

 

Slack and Parr continued its recovery journey as part of the Group and
produced improved year-on-year results. Their specialist gear metering pumps
are sought after worldwide, for a variety of applications, including the
precision production of high-end fibres - eg Kevlar and Lycra.

 

MII - Medical Division: Magnetica and Adaptix

 

Magnetica, Scientific Magnetics (SciMag) and Tecmag are working effectively
together to make good progress on our exciting development of compact,
superconducting, helium-free MRI systems entirely in-house. Magnetica was able
to carry out limited marketing of its prototype system in the period, but the
FDA 510(k) approval is now anticipated in H2 of 2025. The delay is mainly due
to significantly increased demands by the FDA regarding cyber security.

 

Our initial estimate of the addressable MRI orthopaedic imaging market is
circa £1.7bn p.a. (by 2030). This is assuming a capital sale model. Our
intended longer term "pay per scan" business model could mean that the
opportunity is significantly larger. It is more difficult to quantify other
potential market segments (e.g. veterinary imaging) at this stage because
equivalent, dedicated products do not exist. We believe that materially
reducing the size and total costs of these dedicated MRI systems, coupled with
them being much easier to set up in a variety of locations, as well as
increasing the scan rate by up to 300%, will produce a compelling sales
proposition, again confirmed by interest from Key Opinion Leaders at the
prestigious Radiological Society of North America conference, in Chicago. In
addition, these dedicated systems could free-up capacity on the existing MRI
system installed base, which should be a major benefit to healthcare
organisations worldwide.

 

SciMag and Tecmag will rebrand in due course, to present a seamless image for
the business. However, there is still merit in continuing with various
existing products and services at SciMag and Tecmag, so long as they do not
detract from our core vision for MRI, which holds out the prospect of
materially increasing the value of Magnetica over the coming years. Orders for
existing SciMag and Tecmag products were robust in the period.

 

Adaptix has now launched its compact 3D X-ray system for orthopaedics and
veterinary applications in the UK, Europe and USA. Sales have also commenced
of a non-destructive testing (NDT) product. We estimate that the Total
Addressable Market value of these three segments is $6.8bn pa. Adaptix has now
appointed multiple distributors as its channels to market expand to drive
commercialisation of the products. The strategies of Magnetica and Adaptix are
convergent and we see potentially large benefits in combining their approaches
to market in technology, software and distribution channels, amongst other
initiatives.

Financial Performance

 

Key Performance Indicators

 

The Group uses a number of financial key performance indicators to monitor the
business, as set out below (all items are "from continuing operations").

 

Revenue: 14.5% increase - underlying organic growth continues

 

Group continuing revenue increased to £156.4m (2024: £136.6m), driven
primarily by organic growth of £18.5m (13.9%) in the AES division.

 

Gross margin: Stable despite some OEM/AM mix effects in the year.

 

Group gross margin reduced slightly to 31.7% (2024: 32.2%) resulting from the
relatively higher percentage of OEM sales in the year, versus FY24.

 

Profit margin: 19% increase - ahead of expectations

 

Adjusted EBITDA (note 2) increased to £16.7m (2024: £14.0m). The result was
better than expected with AES recording a 20% uplift in adjusted EBITDA across
the division, offset by a smaller than forecast investment in the MII
division.

 

Operating profit was £8.0m (2024: £5.6m), predominantly due to a £4.3m
improvement in EBIT at AES (39%) offsetting £1.7m increased costs (lower than
forecast) in MII (Adaptix) and lower restructuring costs.

 

Tax: Future profits and cash protected by available losses

 

The effective rate of taxation at Group level was an 8.7% (2024: 24.4%) tax
charge. The utilisation of brought forward tax losses in the UK (note 3) kept
the charge lower than expected. There was also a prior year tax refund in the
US and foreign profits taxed at a lower rate than that in the UK. The tax
position will be aided further in the coming years by utilisation of losses in
the UK and US. We continue to be cautious, for example by not recognising all
of the potential trading tax losses in the UK.

Adjusted diluted Earnings per Share (EPS) increase due to strong AES results

 

Adjusted diluted earnings per share from continuing operations (note 4)
increased to 23.7p (2024: 18.5p) reflecting the strong underlying growth in
AES results, and lower tax charge offsetting the investment in the MII
division. Adjusted diluted earnings per share attributable to shareholders
increased to 23.7p (2024: 18.5p).

Basic and diluted earnings per share attributable to shareholders from
continuing activities increased to 18.9p (2024: 11.1p) and to 18.6p (2024:
10.9p), as above, due to strong underlying growth in AES results, lower
restructuring costs and lower tax charge offsetting the investment in Medical.

Funding and Liquidity: Modest net debt increase

 

Net debt (including IFRS16 debt) at 31 May 2025 was £16.9m. Excluding IFRS16
debt, Net debt was £12.3m (31 May 2024: Net debt (including IFRS16 debt) was
£11.8m and excluding IFRS16 debt was £6.1m). The cash flows generated from
the improved underlying profits were reduced by a £1.1m working capital
outflow, a figure much lower than would be expected for the 14% increase in
revenue, resulting in an operating cash inflow of £11.5m for the year (2024:
£1.3m). As expected, there was significant investment in product development
during the period with £11.5m invested, primarily in relation to Magnetica's
compact helium-free MRI system £5.9m, Adaptix's disruptive 3D X-ray
technology £3.6m and next generation nuclear pumps at HTI £0.8m. A further
£2.8m was invested into property plant and equipment. To support the
significant investment in the business, the group drew down a modest £1.1m
net of repayments from its supportive banking partners, leaving the Group in a
strong position to pursue its strategy. The Directors consider that the Group
has sufficient financial resources to deliver its strategy, with the Group
continuing to actively look for further value enhancing opportunities.

Dividend: Progressive dividend policy continues

 

A final dividend of 3.0p per share is proposed, making a total dividend of
4.9p per share (2024: 4.7p). The dividend will be paid on 19 December 2025, to
shareholders on the register at 7 November 2025.

 

People

 

There were no personnel changes at Board level in the period. We are delighted
to announce that Austen Adams, Divisional Managing Director of AES, will be
joining the Board in the position of Group Chief Operating Officer. This is
expected to be approved at the AGM in November 2025. A further announcement
will be released upon his formal appointment, including the required
regulatory disclosures.

 

At business management level, there have been a number of appointments to
strengthen local teams, as we seek to maximise the potential of our
businesses. In addition, we continue to strengthen the apprenticeship and
graduate programmes in our businesses, striving to attract the best new
talent, and allowing us to plan and build for the future.

 

Environmental, Social and Governance (ESG) Report

 

Avingtrans believe that operating in a safe, ethical and responsible manner is
at the heart of creating sustainable value for all our stakeholders.

 

Environmental

 

As the Group is listed on the LSE AIM market, we fall within the
Climate-Related Financial Disclosures ("CRFDs") regime. The four pillars of
this regime are governance, strategy, risk management, and metrics and
targets.

Governance

 

The Group established an ESG Committee, Chaired by Jo Reedman (Non-Executive
Director). An overview of the Committee's responsibilities is set out in the
Corporate Governance Report section of the Annual Report.

 

Strategy

 

In 2021, we reassessed our approach to sustainability, with a view of
integrating a sustainability strategy into our core business activities,
aligning ourselves with the UN's Sustainable Development Goals (SDGs). From
our sustainability assessment we identified two principal areas of
environmental focus, these are:

·      Operational eco-efficiency

·      Development of new technologies

Operational eco-efficiency looks at improvements we can make at a site level,
including reducing the manufacturing footprint of our sites, investment in
improvements, and establishing a culture which promotes carbon reduction.

Development of new technologies allows us to benefit from opportunities
designed to mitigate issues associated with climate change. The Group can
benefit from its advanced engineering capabilities and world-class
technologies to develop new products and services that support low carbon or
reduced emissions requirements.

Risk management

 

Our approach to identifying, assessing and managing environmental risks,
including climate related risk, is embedded within our approach to risk
management. Environmental risks may present as financial or non-financial
risks depending on the extent to which their impacts can be quantified, and
how they have been classified.

Climate change and environment is a principal risk for the Group.

Climate-related risks and opportunities

 

A summary of the climate-related risks and opportunities identified as having
a potentially material impact on the Group, and our associated controls,
includes:

Shift to renewables

 

The global transition away from fossil fuels towards renewable and low carbon
energy sources continues to gather momentum. While this long-term shift may
reduce demand for certain products within our hydrocarbon focused portfolio,
it also presents significant opportunities in areas aligned with the energy
transition.

 

In response, the Group has been actively investing in technologies that
support the future of clean energy. These include products designed for next
generation nuclear applications, such as fusion energy, molten salt fast
reactors, and small modular reactors.

 

Extreme weather events

 

Disruption may arise from a range of climate-related events, including
flooding, extreme temperatures, and drought. Elevated temperatures can lead to
increased energy consumption for heating and cooling our facilities, and in
more severe cases, may result in site closures and broader logistical
challenges.

 

These risks are becoming more evident across the Group. For example, we have
observed record levels of smog in Delhi, India, in recent years, driven by
prolonged drought conditions and industrial emissions.

 

Regulation

 

The Group operates in a highly regulated environment across many jurisdictions
and is subject to regulations relating to environmental factors including, but
not limited to, climate change, therefore consideration of current and
emerging regulation within our environmental management system is key to
mitigating risk. Identified regulatory risks include energy-related taxes and
the increased costs of compliance with energy-related schemes.

Statement of carbon emissions -compliance with Streamlined Energy and Carbon
Reporting (SECR)

We report greenhouse gas Scope 1, 2 emissions in line with the Streamlined
Energy and Carbon Reporting (SECR) regulations.

Given the Group makes regular disposals and acquisitions, we do not consider
absolute carbon emissions to be an appropriate method for tracking emissions,
instead we focus on carbon intensity ratios.

We have adopted a portfolio approach to tracking carbon emissions. For the
division operating in the energy sector (AES) we monitor carbon emissions per
£m of revenue. The Medical division (MII) has a greater focus on product
development, so instead we focus on emissions per employee.

Sites track their energy usage from a number of sources, including meter
readings, mileage reports, and invoices, then converts these inputs to energy
(kWh) and carbon emissions (tCO2e) using relevant conversion factors.
Conversion factors are published by the UK Department for Environment, Food
and Rural Affairs and the US Environmental Protection Agency (EPA).

Our energy usage and carbon emissions are:

                                     2025                        2024
                                     AES       MII      Group    AES     MII   Group
 Scope 1:
 Gas                                  775       28       803      715    38    753
 Oil                                  538       -        538     427     -     427
 Distribution                         88        1        89      27      1     28
 Company vehicle travel               8         -       8        20      -     20
                                      1,409     29      1,438    1,190   39    1,229
 Scope 2 - Purchased electricity      1,310     234      1,544   1,307   230   1,537
 Total emissions tCO2e                2,719     263     2,982    2,497   269   2,766

 Total energy consumption mWh         13,285    814     14,099   11,684  755   12,439
 Intensity metrics:
 Average employees                    858       142      1,008   840     93    941
 Emissions tCO2e per employee         3.2       1.9     3.0      3.0     2.9    2.9
 Revenue (£m)                         151.5     4.9      156.4   132.9   3.7   136.6
 Emissions tCO2e per £m of revenue    17.9      53.2     19.1    18.8    73.1  20.2
 UK proportion of:
 Total emissions tCO2e               80%       39%      77%      81%     34%   76%
 Total energy consumption mWh        81%       66%      80%      81%     59%   80%

 

In compliance with the SECR guidance, electricity emissions are based on grid
averages from the regions we operate. As entities within the Group have
transitioned to obtaining their power through renewable energy providers our
actual electrical emissions will be lower.

 

In our Advanced Engineering Systems (AES) division, the key carbon intensity
metric is emissions per £m of revenue. In 2025, this reduced to 17.9
tCO₂e/£m (2024: 18.8), primarily due to revenue growth delivered without a
corresponding increase in our manufacturing facility footprint.

 

In our Medical & Industrial Imaging (MII) division, the focus remains on
reducing emissions per employee. This metric improved to 1.9 tCO₂e per
employee in 2025, compared to 2.9 in the prior year.

 

Integration of environmental considerations into our Pinpoint-Invest-Exit
strategy

 

The Group has expanded upon its environmental due diligence procedures, which
historically used to focus on potential environmental liabilities. The focus
has now shifted towards identifying opportunities to improve business
performance through energy reduction initiatives.

 

We strongly believe that investing in next generation manufacturing facilities
and development of new technologies is key to generating a sustainable
business for the long term. Demonstrating to potential buyers our
environmental credentials and technological capabilities is a key component of
our Exit strategy.

 

Progress in the year

 

Operational eco-efficiency

 

A significant proportion of the Group's energy consumption is spent heating
premises over the winter months. At some of the older facilities energy in the
winter months (December, January and February) can be as much as 4 times
higher than over summer (June, July and August). A focused effort has been
made to reduce winter energy consumption. This includes the installation of
new boilers, additional insulation, automatic timers on heating, as well as
reducing the manufacturing footprint.

 

We carried out a Carbon whole life cycle impact assessment also known as the
LCA to measure embedded carbon in some of our key products. This process was
guided by the ISO 14067 Lifecycle Carbon Assessment ("LCA") to measure and
investigate improvement opportunities that can cut carbon emissions. Following
on from this research, we have implemented a number of improvements to our
products and processes including:

·      Selection of higher quality materials, designed to increase the
useful life of products and reduce maintenance.

·      Introduction of reusable packaging and enhanced packaging which
can be fully recycled.

·      Negotiating with customers to make fewer, larger shipments of
products, in order to reduce delivery emissions.

 

Development of new technologies

 

Next generation nuclear: Molten Chloride Fast Reactor

 

Our US Hayward Tyler business has been developing high-temperature molten salt
pumps, destined for a state-of-the-art Integrated Effects Test (IET) facility,
under development by Southern Company and TerraPower, to advance development
of the Molten Chloride Fast Reactor (MCFR). This is a transformational,
fourth-generation, molten salt nuclear technology, designed to enable
low-cost, economywide decarbonization. Located at TerraPower's Everett,
Washington facility, the IET is a non-nuclear, externally heated multi-loop
system, intended to test and validate integrated operation of MCFR systems, as
well as demonstrate multiple auxiliary MCFR functions.

 

Nuclear energy and decommissioning represent 20.9% of the Group's revenues in
the year. The Group believe that working on next generation nuclear projects
including MCFR in the US, ITER in France, and Small Modular Reactors ("SMRs")
in the UK and the USA, will strengthen the Group's long-term position in the
nuclear industry.

 

Helium-free magnets

 

Existing MRI systems rely on liquid helium, to cool the superconducting
magnets at the heart of each system. Helium is a scarce, non-renewable
resource, mostly obtained as a by-product of oil extraction. Therefore, in our
new compact MRI designs, we are seeking to take advantage of the smaller
system footprint, to enable us to rely on mechanical cooling only, thus
virtually eliminating use of helium in these systems.

 

An update on the status of the progress on the MRI development can be found in
Medical Division review on page 7.

 

Social

Social Responsibility

 

It is paramount that the Group maintains the highest ethical and professional
standards across all of its activities and that social responsibility should
be embedded in operations and decision making. We understand the importance of
managing the impact that the business can have on employees, customers,
suppliers and other stakeholders. The impact is regularly reviewed to sustain
improvements, which in turn support the long-term performance of the business.
Our focus is to embed the management of these areas into our business
operations, both managing risk and delivering opportunities that can have a
positive influence on our business.

Employees

 

The Group places considerable value on the involvement of its employees and
has continued to keep them informed on matters affecting them directly and on
financial and broader economic factors affecting the Group. The Group
regularly reviews its employment policies. The Group is committed to a global
policy of equality, providing a working environment that maintains a culture
of respect and reflects the diversity of our employees. We are committed to
offering equal opportunities to all people regardless of their gender,
nationality, ethnicity, language, age, status, sexual orientation, religion or
disability. We believe that employees should be able to work safely in a
healthy workplace, without fear of any form of discrimination, bullying or
harassment. We have rolled-out "dignity and respect" training programmes
across the Group. We believe that the Group should demonstrate a fair gender
mix across all levels of our business, whilst recognising that the
demographics of precision engineering and manufacturing remain predominantly
male, which is, to an extent, beyond our control.

Apprenticeships and training

 

All larger Group locations are running apprenticeship schemes for young
people, both to act as socially responsible employers and to optimise the
demographics of our workforce over the mid to long term.

The apprentice training school, based at Metalcraft, Chatteris continues to be
successful. We are partnered with West Suffolk College (WSC), as the operator
and training provider at the centre, which plans to take on between 80 and 130
students each year. Construction of the centre was funded through a £3.16
million grant from Cambridgeshire and Peterborough Combined Authority.

The Group continues to be recognised nationally for the strength of its
apprenticeship training schemes. At 31 May 2025, the Group had 37 apprentices,
of which 35 were in the UK and 2 in USA.

Health, safety, and wellbeing

 

The Group takes H&S matters and its related responsibilities very
seriously.

As regular acquirers of businesses, we find different levels of capability and
knowledge in different situations. A frequent investment need in smaller
acquisitions is to spread H&S best practice from other Group businesses
and bring local processes up to required standards. Larger acquisitions
usually have well developed H&S processes, and we seek to learn from these
in other business units.

Employee equality, welfare and engagement are critical for developing our key
asset. We focus on pro-active actions, including, internal training,
certifications, and employee engagement through listening, survey and
involvement.

Our Health and Safety KPIs can be found in the key performance indices section
of the strategic report (page 9). We are pleased to report a reduction in
Health and Safety incidents during the year, with employee incidents per head
falling from 0.07 in 2024 to 0.05 in 2025. In absolute terms, there were 53
employee incidents reported in the year, down from 68 in the prior year.
Importantly, there were no fatalities, or serious injuries at any of our
sites, in either period, and no injuries involving contractors in the current,
or prior year. At Board level, Les Thomas has H&S oversight and he
conducts inspections with local management, as appropriate.

Ethical policy

 

The Group complies with the Bribery Act 2010. We do not tolerate bribery,
corruption or other unethical behaviour on the part of any of our businesses
or business partners in any part of the world. Employee training has been
completed in all areas of the business to ensure that the Act is complied
with.

 

Outlook

Avingtrans is a market leader in specialist engineering markets, primarily in
the energy, medical, and industrial sectors. Our tried-and-trusted "PIE"
strategy has driven our profitable growth record. Recent acquisitions should
enable the Group to further generate long-term value for investors in robust
market areas. As we continue to implement our PIE approach, we will remain
prudent and work to crystallise value and return capital when the time is
right. Our approach has worked effectively for us during recent multi-year
uncertainties and we believe will lead to opportunities to further increase
shareholder value.

The Group continues to invest in both of its divisions, with a particular
focus on the global energy and medical markets, to position our businesses for
maximum shareholder value, via eventual exits in the years to come.
Magnetica's MRI product development continues to make solid progress, albeit
further delayed by additional FDA requirements. The expected approval of the
orthopaedic product is now anticipated in the H2 FY26, subject to FDA
certification in the USA. Magnetica's MRI activity is fully complemented by
Adaptix and its disruptive 3D X-ray technology, with products addressing the
orthopaedic, veterinary and non-destructive testing (NDT) markets and now with
sales beginning to build. The Slack and Parr recovery is progressing to plan
and we anticipate a further improvement in performance in the current
financial year. As anticipated, the Group remains in a net debt position,
though the gearing is not onerous. Our value creation targets continue to be
accomplished as planned and are underpinned by our conservative approach to
debt.

The AES division has a strong emphasis on the thermal power, nuclear and
hydrocarbon markets and aftermarkets, as well as defence and critical national
infrastructure. The MII division is focused on compact, helium-free MRI
systems and compact point of care 3D X-ray systems, which the Board believes
could create significant future shareholder value. To drive profitability and
market engagement, each division has a clear strategy to support end-user
aftermarket operations, servicing its own equipment and (where pertinent) that
of third parties, to capitalise on the continued market demand for efficient,
reliable and safe facilities.

Global unrest and conflicts are still risk factors. However, we have continued
to take effective cost and impact mitigation actions, to limit any potential
downside and we will continue to be vigilant.

Despite the seemingly never-ending macroeconomic uncertainty, our markets
continue to grow and M&A opportunities remain a priority for us.
Businesses like ours continue to command superior valuations at the point of
exit. As ever, the Board remains cautiously confident about the current
strategic direction and potential future opportunities across our markets. We
will continue to refine our business by pinpointing specific additional
acquisitions as the opportunities arise, to create superior shareholder value,
whilst maintaining a prudent level of financial headroom, to enable us to
endure any subsequent headwinds.

The Strategic Report was approved by the Board and signed on its behalf by:

 

 

Roger
McDowell
Steve
McQuillan
Stephen King

Chairman
Chief Executive Officer
Chief Financial Officer

23 September 2025
23 September 2025
23 September 2025

 Consolidated Income Statement                                         Note  2025       2024
                                       £'000      £'000

 Revenue                                                               1     156,406    136,615

 Cost of sales                                                               (106,889)  (92,573)
                                                                             49,517     44,042

 Gross profit

 Distribution costs                                                          (3,613)    (3,663)
 Administrative expenses                                                     (37,896)   (34,743)
                                                                             9,703      8,167

 Operating profit before amortisation of acquired intangibles, other
 non-underlying items and exceptional items

 Amortisation of acquired intangibles                                        (819)      (819)
 Share based payment                                                         (337)      (324)
 Acquisition costs                                                           (204)      (347)
 Restructuring costs                                                         (335)      (1,041)
 Operating profit                                                      1     8,008      5,636

 Finance income                                                              120        364
 Finance costs                                                               (1,268)    (1,175)
                                                                             6,860      4,825

 Profit before taxation
 Taxation                                                              3     (596)      (1,180)
 Profit for the financial year                                               6,264      3,645

 Profit is attributable to:
 Owners of Avingtrans PLC                                                    6,558      3,662
 Non-controlling interest                                                    (294)      (17)
 Total                                                                       6,264      3,645

 Earnings per share:
 From continuing operations
 -Basic                                                               4     18.9p      11.1p
 -Diluted                                                              4     18.6p      10.9p

 

 Consolidated Statement of Comprehensive Income

 

Consolidated Statement of Comprehensive Income

                                                                                 2025     2024
                                                                                 £'000    £'000

 Profit for the year                                                             6,264    3,645
 Items that will not subsequently be reclassified to profit or loss
 Remeasurement of defined benefit asset                                          (294)    (493)
 Income tax relating to items not reclassified                                   74       123
 Items that may/will subsequently be reclassified to profit or loss
 Exchange differences on translation of foreign operations                       (2,638)  (667)
                                                                                 3,406    2,608

 Total comprehensive income for the year attributable to equity shareholders

 

 

 

 

 

 

 

 Consolidated Balance Sheet                                 Note  2025      2024
                                                                  £'000     £'000
 Non current assets
 Goodwill                                                         27,835    27,874
 Other intangible assets                                          41,503    33,647
 Property, plant and equipment                                    27,864    29,611
 Deferred tax                                                     5,066     3,718
 Pension and other employee obligations                           83        84
                                                                  102,351   94,934
 Current assets
 Inventories                                                      19,470    19,871
 Trade and other receivables: falling due within one year         58,532    57,098
 Trade and other receivables: falling due after one year          3,137     1,394
 Current tax asset                                                712       927
 Cash and cash equivalents                                        8,556     12,115
                                                                  90,407    91,405
 Total assets                                                     192,758   186,339

 Current liabilities
 Trade and other payables                                         (41,507)  (39,432)
 Lease liabilities                                                (2,980)   (2,855)
 Borrowings                                                       (8,428)   (5,176)
 Current tax liabilities                                          (1,089)   (823)
 Provisions                                                       (2,542)   (1,813)
 Total current liabilities                                        (56,546)  (50,099)

 Non-current liabilities
 Borrowings                                                       (8,677)   (8,726)
 Lease liabilities                                                (5,388)   (7,200)
 Deferred tax                                                     (6,641)   (6,972)
 Other creditors                                                  (274)     (328)
 Total non-current liabilities                                    (20,980)  (23,226)

 Total liabilities                                                (77,526)  (73,325)

 Net assets                                                       115,232   113,014

 Equity
 Share capital                                                    1,654     1,654
 Share premium account                                            19,005    19,005
 Capital redemption reserve                                       1,299     1,299
 Translation reserve                                              (1,540)   913
 Merger reserve                                                   28,949    28,949
 Other reserves                                                   1,457     1,457
 Investment in own shares                                         (4,235)   (4,235)
 Retained earnings                                                66,552    61,402
 Total equity attributable to equity holders of the parent        113,141   110,444
 Non-controlling interest                                         2,091     2,570
 Total equity                                                     115,232   113,014

 

 

Consolidated Statement of Changes in Equity

at 31 May 2025

 

 

                                                         Share       Share       Capital     Merger      Trans-      Other        Invest-ment in own shares  Retained     Total

                                                          capital     premium    redemp-      reserve    lation       reserves                                earnings    Attributable owners of the Group

                                                                     account     tion                     reserve                                                                                            Non-controlling interest

                                                                                  reserve                                                                                                                                               Total

                                                                                                                                                                                                                                        Equity
                                                         £'000       £'000       £'000       £'000       £'000       £'000        £'000                      £'000        £'000                              £'000                      £'000

 At 1 June 2023                                          1,612       15,979      1,299       28,949      1,170       1,457        (4,235)                    59,812       106,043                            2,413                      108,455
 Ordinary shares issued                                  42          3,026       -           -           -           -            -                          -            3,068                              -                          3,608
 Dividends paid                                          -           -           -           -           -           -            -                          (1,441)      (1,441)                            -                          (1,441)
 Share-based payments                                    -           -           -           -           -           -            -                                                                          -                          324

                                                                                                                                                             324          324
 Total transactions with owners                          42          3,026       -           -           -           -            -                                                                          -                          1,951

                                                                                                                                                             (1,117       1,951

 Profit for the year                                     -           -           -           -           -           -            -                          3,662        3,662                              (17)                       3,645
 Investment in subsidiary with non-controlling interest  -           -           -           -           410         -            -                                                                          175                        -

                                                                                                                                                             (585)        (175)

 Other comprehensive income
 Actuarial gain for the year on pension scheme         -      -       -      -       -      -      -        (493)   (493)    -      (493)
 Deferred tax on actuarial movement on pension scheme  -      -       -      -              -      -        123     123      -      123
 Exchange gain                                         -      -       -      -       (667)  -      -        -       (667)    -      (667)
 Total comprehensive income for the year               -      -       -      -       (257)  -      -        2,707   2,450    158    2,608
 Balance at                                            1,654  19,005  1,299  28,949  913    1,457  (4,235)  61,402  110,444  2,570  113,014

 31 May 2024

 

 

 

 

Consolidated statement of changes in equity (continued)

at 31 May 2025

 

                                                         Share           Share           Capital         Merger          Trans-          Other        Invest-ment in own shares  Retained earnings     Total

                                                          capital         premium        redemp-          reserve        lation           reserves                                                     Attributable owners of the Group

                                                                         account         tion                             reserve                                                                                                            Non-controlling interest

                                                                                          reserve                                                                                                                                                                          Total

                                                                                                                                                                                                                                                                           Equity
                                                         £'000           £'000           £'000           £'000           £'000           £'000        £'000                      £'000                 £'000                                 £'000                         £'000

 At 1 June 2024                                          1,654           19,005          1,299           28,949          913             1,457        (4,235)                    61,402                110,444                               2,570                         113,014
 Ordinary shares issued                                  -               -               -               -               -               -            -                          -                     -                                     -                             -
 Dividends paid                                          -               -               -               -               -               -            -                          (1,526)               (1,526)                               -                             (1,526)
 Share-based payments                                    -               -               -               -               -               -            -                          337                   337                                   -                             337
 Total transactions with owners                          -               -               -               -               -               -            -                          (1,189)               (1,189)                               -                             (1,189)

 Profit for the year                                     -               -               -               -               -               -            -                          6,558                 6,558                                 (294)                         6,264
 Investment in subsidiary with non-controlling interest  -               -               -               -               185             -            -                          -                     185                                   (185)                         -

 Other comprehensive income
 Actuarial gain for the year on pension scheme           -               -               -               -               -               -            -                          (294)                 (294)                                                               (294)

                                                                                                                                                                                                                                             -
 Deferred tax on actuarial movement on pension scheme    -               -               -               -               -               -            -                          74                    74                                                                  74

                                                                                                                                                                                                                                             -
 Exchange loss                                           -               -               -               -               (2,638)         -            -                          -                     (2,638)                               -                             (2,638)
 Total comprehensive income for the year                 -               -               -               -               (2,453)         -            -                          6,338                 3,885                                 (479)                         3,406
 Balance at                                              1,654           19,005          1,299           28,949          (1,540)         1,457        (4,235)                    66,552                113,141                               2,091                         115,232

 31 May 2025

 

 Consolidated Cash Flow Statement for the year ended 31 May 2025  Note
                                                                        2025      2024
                                                                        £'000     £'000
 Operating activities
 Cash flows from operating activities                             5     15,323    3,604
 Finance costs paid                                                     (1,782)   (1,294)
 Income tax paid                                                        (1,769)   (952)
 Contributions to defined benefit plan                                  (281)     (24)
 Net cash inflow from operating activities                              11,491    1,334

 Investing activities
 Acquisition of subsidiary undertakings, net of cash acquired           -         (1,548)
 Finance income                                                         120       364
 Purchase of intangible assets                                          (11,482)  (8,430)
 Purchase of property, plant and equipment                              (2,812)   (3,967)
 Proceeds from sale of property, plant and equipment                    -         4
 Net cash outflow from investing activities                             (14,174)  (13,577)

 Financing activities
 Equity dividends paid                                                  (1,526)   (1,441)
 Repayments of bank loans                                               (1,689)   (3,213)
 Repayment of leases                                                    (2,821)   (3,863)
 Proceeds from issue of ordinary shares                                 -         563
 Proceeds from borrowings                                               5,600     14,734
 Net cash (outflow)/ inflow from financing activities                   (436)     6,780

 Net decrease in cash and cash equivalents                              (3,119)   (5,463)
 Cash and cash equivalents at beginning of year                         11,793    17,386
 Effect of foreign exchange rate changes on cash                        (174)     (130)
 Cash and cash equivalents at end of year                               8,500     11,793

 

 

 

Notes

1        Segmental analysis

 Year ended 31 May 2025                              Energy    Medical   Unallocated       Total

                                                     AES        MII       central items
                                                     £'000     £'000      £'000            £'000

 Original Equipment                                  99,870    4,592     -                 104,462
 After Market                                        51,589    355       -                 51,944
 Revenue                                             151,459   4,947                       156,406

 Operating profit/(loss)                             15,215    (5,652)   (1,555)           8,008
 Net finance (expense)/income                        (1,436)   214       74                (1,148)
 Taxation (charge)/credit                            (1,345)   964       (215)             (596)
 Profit/(loss) after tax from continuing operations  12,434    (4,474)   (1,696)           6,264

 Segment non-current assets                          49,975    16,286    36,090            102,351
 Segment current assets                              83,438    5,427     1,542             90,407
                                                     133,413   21,713    37,632            192,758
 Segment liabilities                                 (63,852)  (35,231)  21,557            (77,526)

 Net assets                                          69,561    (13,518)  59,189            115,232
 Non-current asset additions
 Intangible assets                                   1,894     9,588     -                 11,482
 Tangible assets                                     3,077     914       -                 3,991
                                                     4,971     10,502    -                 15,473
 Other income statement items:                       (4,996)   (1,986)   -                 (6,982)

 Depreciation and amortisation

 

Unallocated assets/ (liabilities) consist primarily of interest-bearing assets
and liabilities and income tax assets and liabilities.

 Year ended 31 May 2024                               Energy    Medical   Unallocated       Total

                                                      AES        MII       central items
                                                      £'000     £'000      £'000            £'000

 Original Equipment                                   81,044    3,322     -                 84,336
 After Market                                         51,893    356       -                 52,249
 Revenue                                              132,937   3,678     -                 136,615

 Operating profit/(loss)                              10,961    (3,990)   (1,335)           5,636
 Net finance (expense)/income                         (968)     (78)      235               (811)
 Taxation (charge)/credit                             (1,350)   291       (121)             (1,180)
 Profit/ (loss) after tax from continuing operations  8,643     (3,777)   (1,221)           3,645

 Segment non-current assets                           60,771    34,163    -                 94,934
 Segment current assets                               79,798    4,913     6,694             91,405
                                                      140,569   39,076    6,694             186,339
 Segment liabilities                                  (71,163)  (19,763)  17,602            (73,324)

 Net assets                                           69,406    19,313    24,296            113,014
 Non-current asset additions
 Intangible assets                                    2,220     6,210     -                 8,430
 Tangible assets                                      4,277     1,720     -                 5,997
                                                      6,947     7,930     -                 14,427
 Other income statement items:
 Depreciation and amortisation                        (4,741)   (1,114)   -                 (5,855)

 

 

1        Segmental analysis (continued)

Geographical

The following tables provides an analysis of the Group's revenue by
destination and the location of non-current assets (excluding deferred tax
assets and defined benefit pension surplus) by geographical market:

                                       2025      2024     2025         2024
                                                 Revenue  Non-current  Non-current

                                       Revenue            Assets       Assets
                                       £'000     £'000    £'000        £'000

 United Kingdom                        57,008    60,851   51,368       37,454
 Europe (excl. UK)                     11,789    7,011    -            -
 United States of America              37,311    35,615   28,072       40,680
 Africa & Middle East                  3,652     6,031    -            -
 Americas & Caribbean (excl. USA)      1,927     3,501    -            -
 China                                 35,033    16,979   442          595
 Asia Pacific (excl. China)            9,686     6,627    17,319       12,404

                                       156,406   136,615  97,201       91,133

 

2        Adjusted Earnings before interest, tax, depreciation and
amortisation

 

                                                                        2025    2024
                                                                        £'000   £'000

 Profit before tax from continuing operations                           6,860   4,825
 Share based payment expense                                            337     324
 Acquisition costs                                                      204     347
 Restructuring costs                                                    335     1,041
 (Gain)/loss on derivatives                                             -       (15)
 Amortisation of intangibles from business combinations                 819     819
 Adjusted profit before tax from continuing operations                  8,555   7,341

 Finance income                                                         (120)   (364)
 Finance cost                                                           1,268   1,175
 Gain/(loss) on derivatives                                             -       15
 Adjusted profit before interest, tax and amortisation from business    9,703   8,167
 combinations ('EBITA')

 Depreciation                                                           5,466   4,817
 Amortisation of other intangible assets                                1,337   904
 Amortisation of contract assets                                        178     137
 Adjusted Earnings before interest, tax, depreciation and amortisation  16,684  14,025
 ('EBITDA') from continuing operations

 

The Directors believe that the above adjusted earnings are a more appropriate
reflection of the Group performance.

 

All costs noted above, apart from the share based payment expense,
depreciation and amortisation of intangibles had a reduction in the cashflow
in the year. The tax impact on the above costs is relatively immaterial.

 

 

 

 

 

3        Taxation

 

                                 2025     2024
                                 £'000    £'000
 Continuing operations
 Current tax
 Corporation tax - current year  -        -
 Corporation tax - prior year    475      219
 Overseas tax - current year     2,357    418
 Overseas tax - prior year       (683)    (275)
 Total current tax               2,149    362
 Deferred tax
 Deferred tax - current year     (854)    479
 Deferred tax - prior year       (699)    339
 Deferred tax - rate             -        -
 Total deferred tax              (1,553)  818
 Total tax charge in the year    596      1,180

 

Corporation tax is calculated at 25% (2024: 25%) of the estimated assessable
profit/loss for the year. Taxation for other jurisdictions is calculated at
the rates prevailing in the respective jurisdictions.

 

 

4        Earnings per ordinary share

Basic and diluted earnings per share have been calculated in accordance with
IAS 33 which requires that earnings should be based on the net profit or loss
attributable to ordinary shareholders and the weighted average number of
ordinary shares in issue during the year.

For diluted earnings per share the weighted average number of ordinary shares
is adjusted to assume conversion of all dilutive potential ordinary shares,
being the CSOP and ExSOP share options.

                                                         2025        2024
                                                         Number      Number

 Weighted average number of shares - basic               33,089,922  32,733,107
 Share option adjustment                                 555,775     628,002
 Weighted average number of shares - diluted             33,645,697  33,361,109
                                                         2025        2024

                                                         £'000       £'000

 Profit from continuing operations                       6,264       3,645
 Share based payment expense                             337         324
 Acquisition costs                                       204         347
 Restructuring costs                                     335         1,032
 Other exceptionals                                      -           9
 Loss on derivatives                                     -           (15)
 Amortisation of intangibles from business combinations  819         819
 Adjusted profit after tax from continuing operations    7,959       6,161

 From continuing operations:
 Basic earnings per share                                18.9p       11.1p
 Adjusted basic earnings per share                       24.1p       18.8p
 Diluted earnings per share                              18.6p       10.9p
 Adjusted diluted earnings per share                     23.7p       18.5p

 

 

The Directors believe that the above adjusted earnings per share calculation
for continuing operations is a more appropriate reflection of the Group's
underlying performance.

 

At 31 May 2025, we have excluded 1,651,500 share options from the diluted EPS
calculation (2024: £1,700,000) as these options are not expected to vest,
given that the exercise price exceeds the market price.

 

 

5        Notes to the consolidated cash flow statement

          Cash flows from operating activities:

 

                                                         2025     2024
                                                         £'000    £'000
 Continuing operations
 Profit before income tax from continuing operations     6,860    4,825
 Adjustments for:
 Depreciation                                            5,466    4,817
 Amortisation of intangible assets                       1,337    904
 Amortisation of intangibles from business combinations  819      819
 Loss on disposal of property, plant and equipment       31       23
 Finance income                                          (120)    (364)
 Finance expenses                                        1,760    1,175
 Share based payment charge                              337      324

 Changes in working capital
 Increase in inventories                                 (263)    (4,818)
 Increase in trade and other receivables                 (4,404)  (8,003)
 Increase in trade and other payables                    2,759    3,825
 Increase in provisions                                  782      107
 Other non cash changes                                  (41)     (30)
 Cash flows from operating activities                    15,323   3,604

 

                            2025    2024
                            £'000   £'000
 Cash and cash equivalents
 Cash                       8,556   12,115
 Overdrafts                 (56)    (322)
                            8,500   11,793

6        Net debt and gearing

                                               2025      2024
                                               £'000     £'000

 Cash                                          8,556     12,115
 Overdrafts                                    (56)      (322)
 Loans                                         (17,049)  (13,581)
 Lease liability - finance leases under IAS17  (3,785)   (4,293)
 Net debt - excluding IFRS 16                  (12,334)  (6,081)
 Lease liability - under IFRS 16               (4,583)   (5,762)
 Net debt                                      (16,917)  (11,843)
                                               115,232   113,014

 Equity
                                               14.7%     10.5%

 Net debt to equity ratio

 

7        Preliminary statement and basis of preparation

 

This preliminary statement, which has been agreed with the auditors, was
approved by the Board on 23 September 2025.  It is not the Group's statutory
accounts within the meaning of Section 434 of the Companies Act 2006.

 

The Financial information set out in this announcement does not constitute the
Company's Consolidated Financial Statements for the financial years ended 31
May 2025 or 31 May 2024 but are derived from those Financial Statements.
Statutory Financial Statements for 2024 have been delivered to the Registrar
of Companies and those for 2025 will be delivered following the Company's
AGM.  The auditors Cooper Parry Group Limited have reported on the 2025
financial statements.  Their report was unqualified, did not draw attention
to any matters by way of emphasis without qualifying their report and did not
contain statements under Section 498(2) or (3) of the Companies Act 2006 in
respect of the Financial Statements for 2024.

 

The Company's financial statements have been prepared and approved by the
directors in accordance with International Financial Reporting Standards
(IFRSs) as adopted by the UK and those parts of the Companies Act 2006 that
apply to companies reporting under IFRS. The principal accounting policies
adopted by the company, which remain unchanged, are set out in the statutory
financial statements for the year ended 31 May 2025.

 

 

8        Annual report and Accounts

 

The Report and Accounts for the year ended 31 May 2025 will be available on
the Group's website www.avingtrans.plc.uk on or around 15 October 2025.
Further copies will be available from the Avingtrans' registered office:

 

Chatteris Business Park, Chatteris, Cambridgeshire PE16 6SA.

 

9        Annual General Meeting

 

The Annual General Meeting of the Group will be held at Shakespeare Martineau
LLP, No1 Colmore Square, Birmingham, B4 6AA on 27 November 2025 at 11:00am.

 

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