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REG - Calnex Solutions PLC - Final Results

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RNS Number : 5411F  Calnex Solutions PLC  26 May 2026

26 May 2026

Calnex Solutions plc

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

Final Results

Calnex Solutions plc (AIM: CLX), a leading provider of test and measurement
solutions for global telecommunications, digital infrastructure and
government & defence markets, announces its Final Results for the year
ended 31 March 2026 ("FY26" or the "Year").

Highlights

 £000                  FY26      FY25    YOY % change
                       Audited  Audited
 Revenue               21,875   18,386   19%
 Gross profit          16,584   13,763   20%
 Gross margin %        76%      75%
 Underlying EBITDA(1)  1,756    1,151    53%
 Profit before tax     1,244    720      73%
 Basic EPS (pence)     0.83     0.38     118%
 Diluted EPS (pence)   0.80     0.36     122%
 Closing cash          9,306    10,912   (15%)

(1) Refer to note 32 for explanation of the alternative performance measures
calculations. A full reconciliation between Underlying EBITDA and profit
before tax is also shown in the Financial Review below.

 

Financial Highlights

 ·             Revenue growth of 19% to £21.9m (FY25: £18.4m) reflecting strong operational
               execution and growing momentum across adjacent end markets.
 ·             Improved profitability driven by revenue growth, disciplined cost control and
               sustained gross margins, with PBT increasing to £1.2m (FY25: £0.7m).
 ·             Strong balance sheet with cash of £9.3m at year end (31 March 2025: £10.9m),
               providing flexibility to invest in product innovation, people and routes to
               market.
 ·             Further balances received post year end due to the phasing of shipments in Q4,
               increasing the total cash position to £11.2m at 22 May 2026.
 ·             Proposed final dividend of 0.68p per share. Total of 0.99p per share for FY26
               (FY25: 0.95p).

 

Operational Highlights

 ·             Diversification strategy gaining traction, with increased contribution from
               newer growth markets, reducing reliance on traditional telecoms markets.
               Highlights include:

               -       a significant repeat order from a leading hyperscaler in H2,
               demonstrating scalability and relevance of Calnex's solutions in data centre
               environments and digital infrastructure.

               -       growing momentum in government and defence, with increased
               opportunities within US federal programmes.
 ·             Continued product development, including strong customer interest in our SNE
               network emulation product, continued development of next-generation Sentry
               offering for data centre assurance, and ongoing investment in 1.6Tb/s
               synchronisation technology.
 ·             Strengthened routes to market, through the expansion of the Group's global
               partner network and a partnership with Viavi.
 ·             Senior hires across sales, marketing and partner management strengthening our
               commercial operations.

 

Outlook

 ·             Targeted investment in FY27 in key product launches and continued development
               of market and customer relationships will position the Group for further
               growth in FY28 as new products are commercialised.
 ·             Strongly positioned to benefit from the continued global investment across
               structural growth markets of digital infrastructure, government and defence,
               supported by a strong balance sheet, robust product roadmap and diversified
               market footprint.

 

Tommy Cook, Chief Executive Officer and founder of Calnex, said: "This has
been a strong year for Calnex, delivering double-digit revenue growth,
improved profitability and material progress against our diversification
strategy, with increasing traction across a broader set of infrastructure and
assurance markets. Our focus now is firmly on execution, advancing key
development programmes and converting early engagement into commercial wins,
supported by improved market access.

As this year marked our 20(th) year of operations, the milestone is an
opportunity to reflect on how far the business has come in the last two
decades; years defined by innovation, customer-focus and resilience. From this
foundation we enter FY27 with confidence, supported by a robust product
roadmap, strong balance sheet, and a more diversified market footprint. In a
period of rapid technological and geopolitical change, the importance of
high-performance network testing continues to grow, and as we move into the
next decade of Calnex's journey, we are excited by the opportunities ahead."

 

For more information, please contact:

 Calnex Solutions plc                                  Via Alma
 Tommy Cook, Chief Executive Officer

 Ashleigh Greenan, Chief Financial Officer

 Cavendish Capital Markets Limited - NOMAD and Broker  +44 (0)131 220 6939
 Derrick Lee, Peter Lynch

 Alma                                                  + 44(0) 20 3405 0213
 Caroline Forde, Joe Pederzolli, Emma Thompson

 

Overview of Calnex

Calnex Solutions designs, produces and markets innovative test and measurement
instrumentation that enables customers to validate the performance of critical
network technologies and applications. Our solutions support customers from
R&D and pre‑deployment through to in‑service testing, providing
confidence that networks and applications operate as intended in increasingly
complex and performance‑critical environments.

To date, Calnex has secured and delivered orders in 68 countries across the
world. Customers include BT, China Mobile, NTT, Ericsson, Nokia, Intel,
Qualcomm, IBM, Nvidia and Meta.

Founded in 2006, Calnex is headquartered in Linlithgow, Scotland, with
additional locations in Belfast, Northern Ireland, Stevenage, England and
California in the US, supported by sales teams in China and India. Calnex has
a global network of partners, providing worldwide distribution and market
access.

Chair's Statement

Overview

FY26 marked a year of strong progress for Calnex Solutions.  The Group
delivered double-digit revenue growth alongside a meaningful improvement in
profitability, closing the year slightly ahead of market expectations.  This
performance reflects both the agility of the business and the disciplined
execution of our strategy in a challenging macroeconomic environment.

Growth was driven by continued momentum in our newer end markets of government
and defence, and digital infrastructure (cloud computing and data centres).
This underlines the increasing relevance of Calnex's capabilities across
adjacent markets and the early success of our diversification strategy.

The Board sees significant opportunity as demand for robust digital
infrastructure testing continues to grow. While still at an early stage, we
are encouraged by increasing engagement and adoption across data centres,
cloud computing and the government and defence markets - areas well aligned to
the Group's technical strengths and offering substantial long‑term growth
potential.

Product innovation remains central to the business, with continued investment
during the year, alongside enhancements to our channel and operations
capabilities, strengthening market access. In FY27, we will focus on targeted
investment to support key product launches and the further development of
market and customer relationships.  This will position the Group to
accelerate growth in FY28 as new products are commercialised and begin to make
a more meaningful contribution to revenue.

Financial strength supporting continued investment

Revenue increased by 19% to £21.9m (FY25: £18.4m), and PBT increased by 73%
to £1.2m (FY25: £0.7m). This performance was supported by increased orders
within the government and defence markets for both our NAA and Sync products,
alongside a significant repeat Sentry order with a hyperscaler, contributing
to growth in H2.

Calnex maintained strong gross margins and effective cost discipline, with
increased revenue volumes driving improved profitability and demonstrating the
operational leverage inherent in the business model. Cash at year end was
£9.3m (31 March 2025: £10.9m), with a further £1.9m of cash secured
post-period end due to the timing of shipments through the final quarter.

This financial strength provides flexibility to invest in innovation, people
and routes to market, while maintaining a scalable and controlled cost base.

ESG

The Board recognises the importance of strong environmental, social and
governance practices in supporting sustainable long‑term growth. Calnex's
solutions enable more efficient and resilient digital infrastructure, while
our focus on governance, ethical standards and investment in our people
underpins the Group's long‑term success.

During the year, the Group began to formalise its environmental reporting,
voluntarily reporting Scope 1 and Scope 2 emissions for the first time - an
important step in better understanding and managing our environmental impact.

Outlook

The Board is increasingly confident in the Group's long‑term prospects.
Diversification across products and end markets, strengthened partner
channels, and enhanced commercial capability provide a solid platform for
sustainable growth.

Calnex is well positioned to benefit from the major structural investment
taking place across the data centre, cloud computing and government and
defence markets, supported by its strong technical expertise and
market-leading solutions.

Looking ahead, the Board believes the Group's balanced approach - combining
financial discipline with selective investment - will continue to deliver
long‑term value for shareholders.

Margaret-Rice Jones has indicated her intention to retire from the Board of
Calnex at the Company's Annual General Meeting in September 2026. On behalf of
the Board, we thank Margaret for her contribution and wish her well.

Finally, I would like to thank our customers, partners and employees for their
continued support, commitment and innovation throughout the year.

 

Stephen Davidson
Non-Executive Chair
22 May 2026

 

CEO's Statement and Operational Review

Strong progress in FY26

FY26 was a year of strong operational and strategic progress for Calnex,
delivering double‑digit revenue growth and improved profitability.  It also
marked the 20(th) year of business operations - a milestone that reflects the
resilience, innovation and customer focus that have underpinned our
development and will continue to shape our future.

Our performance demonstrates the value of long-term customer relationships,
the strength of our technology, and the increasing relevance of our solutions
across multiple end markets. While rooted in telecoms, Calnex has successfully
expanded into adjacent markets where high-performance network infrastructure
is critical, adapting our products to meet evolving customer needs.  This
progress reflects the agility and commitment of our team.

Looking ahead, we will continue to invest in market access, product
development and our people to support the next phase of Calnex's growth.

Long-term customer relationships

Calnex serves a broad and expanding customer base across multiple sectors,
with over 700 customer sites across 68 countries, spanning equipment vendors,
service providers, hyperscalers, enterprises, and participants in
semiconductor as well as aerospace and defence markets.

The specialised nature of our solutions and the strength of our customer
relationships underpin high levels of repeat business, with 79% of orders
coming from existing customers (FY25: 77%) on a 3-year average basis. Our top
10 customers accounted for 55% of orders (FY25: 45%) on a 3-year average basis
reflecting a well-established and diversified customer base.

Government and defence sector customers represented 21% of orders by value
(FY25: 15%), with digital infrastructure remaining strong at 49% (FY25: 49%).
The reported regional revenue split for FY26 was: Americas 31% (FY25: 40%),
North Asia 16% (FY25: 18%), and ROW 53% (FY25: 42%).  A significant repeat
order for Sentry was booked through the ROW region, the quantum of which is
driving the increase in the percentage of revenues allocated to that that
region. A large proportion of this order, although derived in ROW on an orders
received basis, will ultimately be deployed by the customer in the US.  An
underlying reflection of business across all three regions, adjusting for this
order large order, would show a more consistent year on year percentage volume
of revenues coming from the Americas.

Diversification strategy gaining traction

Our diversification strategy continued to deliver progress, reducing reliance
on traditional telecoms and increasing exposure to higher-growth markets
requiring digital infrastructure testing. Both our Network & Application
Assurance and Synchronisation products contributed to growth in our newer end
markets, while telecoms remained stable.

Telecoms

The telecoms market remained steady. While market conditions have yet to
return to previous peaks, long‑term growth drivers remain intact as
operators and equipment vendors continue to invest in network evolution and
standards development. The move towards higher speeds, increasing timing
accuracy requirements and ongoing work around next‑generation standards
continue to support demand for standards‑driven test and measurement.

Digital infrastructure

Digital infrastructure represents a significant growth opportunity, driven by
hyperscaler investment, network upgrades and the rapid expansion of
AI‑driven workloads.

As AI environments scale, network performance becomes a critical determinant
of overall system efficiency, increasing the need for controlled validation.
Our solutions are well positioned to support this, enabling customers to
validate synchronisation and network behaviour in increasingly complex
environments.

In H2 Calnex secured a significant repeat order for Sentry from a leading
hyperscaler, to monitor network sync, a testament to the relevance of our
products in this space as well as the opportunity to scale. Accelerated by AI,
testing solutions are increasingly important in a rapidly evolving market.

Government and Defence

The government and defence sector provides an increasingly significant market
opportunity for Calnex, driven by modernisation of digital infrastructure and
the need for assured performance in mission‑critical environments.

While sales cycles can be longer and routes to market differ from other
sectors, FY26 provided validation of growing traction and strengthened
understanding of the government and defence market dynamics, supporting our
long‑term confidence in this market as a growth pillar. We have established
that our solutions are applicable across a wide range of systems and
equipment, including testing private government networks; supporting the
validation of architectures associated with new platforms, in particular the
secure implementation of data storage within the specific application
environment; and training and evaluation of systems for real-world scenarios.
Highlights this year include the adoption of SNE-X for training and
cyber-range simulations across key government programmes, ongoing satellites
and non-terrestrial network programmes, and a significant multi-product order
in the US federal market. These developments prove our capabilities and
highlight the relevance and value of both our NAA and Sync products in this
space, providing a strong foundation for further growth.

Product innovation underpins growth and market expansion

Product innovation remains central to Calnex's differentiation and enables us
to address customers' specific needs and expand into new applications. Our
portfolio supports customers across the full lifecycle, from R&D and
pre‑deployment through to in‑service testing.

Lab synchronisation

In synchronisation testing, our Paragon‑Neo‑S 800Gb/s platform continues
to perform strongly across telecoms and data centres.  Demand is being driven
by the need for higher‑speed validation and standards‑driven testing
across sectors.

In H2 we secured a partnership with Viavi Solutions Inc. to deliver a suite of
Open RAN testing solutions that enable simple, cost‑effective pre‑testing
ahead of formal validation. Early customer feedback has been encouraging,
reinforcing Calnex's position as a leader in telecoms infrastructure
innovation and highlighting Open RAN as a growing area within the sector.

Building on this momentum, we have been investing in the next evolution of
synchronisation testing, 1.6Tb/s, for delivery in FY28, to address the next
wave of interface speeds. We are progressing development through close
alignment with key customers and next‑generation chipset technology,
positioning Calnex to support future technology transitions as standards and
customer requirements evolve.

Network and Application Assurance (NAA)

Our NAA portfolio continues to evolve in response to customer demand for
real-world validation of networks and applications.

Our Network emulation products support infrastructure validation requirements
across cloud computing and data centres as well as government and defence.
Post-period end, we made a significant advancement in network emulation for AI
infrastructure, demonstrating that we can realistically simulate very
high‑speed (400G) networks to test and check large AI computing systems that
rely on congestion‑free Ethernet connections, before they are deployed in
the real world. This capability supports controlled, repeatable lab validation
of congestion, microbursts and latency effects that can materially impact
efficiency in large‑scale AI environments. Looking ahead we see significant
scope from our SNE emulation network range to scale demand, such as SNE X
supporting 400GbE interfaces.

We are also progressing development of next‑generation capabilities within
our data centre assurance offering, including enhancements to our Sentry
product designed to better align to data centre operational requirements. This
is attracting keen interest from hyperscaler and data centre customers, with
anticipated revenue generation in late FY27.

Strong financial performance

Group revenues increased by approximately 19% to £21.9m (FY25: £18.4m), with
PBT improving to £1.2m (FY25: £0.7m).

The Group maintained a strong balance sheet, with cash as at 31 March 2026 of
£9.3m (31 March 2025: £10.9m), and further cash received post-period end due
to the phasing of shipments through the final quarter, taking the closing cash
balance to £11.2m at 22 May 2026.

Strengthening market access

In FY26 we continued to strengthen our routes to market and internal execution
capability. The change in our channel strategy resulted in a transitional
period as we moved away from Spirent Communications and was therefore a
process we undertook with extreme rigour.

Our global partner network across North America, Europe, India, and
Asia-Pacific, expanded and improved our sales coverage further, in line with
our strategy, with new partners onboarded in North America and increased focus
on partner enablement and internal processes. We have been pleased with how
the business has navigated this significant shift in operations and expect to
see the full benefit of this transition in FY27 and beyond.

Our partnership with Viavi Solutions Inc. continues to progress, providing
access to a broader installed base and enhanced go-to-market reach.

People

Our team remains the engine of the business. The headcount at 31 March 2026
increased to 163 from 155 at the start of the year. We have enhanced our
global sales and marketing teams to underpin ongoing growth, with senior hires
across sales, marketing and partner management including a Sales Operations
manager in H2 to oversee partner onboarding and enablement. These hires are
already strengthening and supporting growth in newer markets.

Targeted investment in FY27 to drive accelerated growth in FY28

FY27 will be a year of targeted investment, focused on key product launches,
market expansion and customer relationships to underpin future growth. Our
confidence in accelerated growth in FY28 is based on multiple initiatives
progressing in parallel, focused on both market access and product
developments, with investment in FY27 intended to translate into more
meaningful revenue contribution as new products are launched and
commercialised. Our key product innovation programmes are progressing well,
with strong customer interest in our SNE network emulation product, continued
next‑generation development of Sentry in data centre assurance, and ongoing
investment in 1.6Tb/s synchronisation technology. In addition, we are
increasing investment in our go‑to‑market capability, with a stronger
focus on channel partners supported by a recent senior hire to lead partner
onboarding, enablement and execution.

These investments, alongside continued focus on AI‑driven infrastructure
validation and assurance, will increase R&D and go‑to‑market spend in
FY27, but are expected to support a step‑change in growth in FY28 as they
are commercialised.

Confident long‑term outlook

We enter FY27 with confidence, supported by a strong balance sheet, a robust
product roadmap and a more diversified market footprint.

Our focus will be on execution, advancing key development programmes and
converting early engagement into commercial wins, underpinned by improved
market access, to drive a step-change in growth in FY28 and beyond. The
investments we are making today reflect a clear long-term vision for Calnex,
as technological innovation supports the evolution of the business into one
that addresses a broader set of infrastructure and assurance markets.

We remain committed to structured execution and long-term value creation, as
Calnex continues to evolve into a broader digital infrastructure and assurance
business. In times of rapid change on both a global geopolitical level and in
our end markets, testing solutions are increasingly relevant, and I look
forward to seeing what comes next as we step into the next decade of Calnex's
journey.

 

Tommy Cook
Chief Executive Officer
22 May 2026

Chief Financial Officer's Statement

Financial KPIs

 £000                       FY26    FY25
 Revenue                    21,875  18,386
 Gross Profit               16,584  13,763
 Gross Margin               76%     75%
 Underlying EBITDA (1)      1,756   1,151
 Underlying EBITDA %        8%      6%
 Profit before tax          1,244   720
 Profit before tax %        6%      4%
 Closing cash               9,306   10,912
 Capitalised R&D            6,343   4,836
 Basic EPS (pence)          0.83    0.38
 Diluted EPS (pence)        0.80    0.36

(1) Refer to note 32 for explanation of the alternative performance measures
calculations. A full reconciliation between Underlying EBITDA and the
statutory measures is also shown below.

 

 

 Reconciliation of statutory figures to alternative performance measures -
 Income Statement
                                                                          FY26      FY25
                                                                          £000      £000
 Revenue                                                                  21,875    18,386
 Cost of sales                                                            (5,291)   (4,623)
 Gross Profit                                                             16,584    13,763
 Other income                                                             962       913
 Administrative expenses (excluding depreciation & amortisation)          (11,148)  (9,254)
 EBITDA                                                                   6,398     5,422
 Amortisation of development costs                                        (4,642)   (4,271)
 Underlying EBITDA                                                        1,756     1,151
 Other depreciation & amortisation                                        (707)     (714)
 Operating Profit                                                         1,049     437
 Interest received                                                        265       320
 Finance costs                                                            (70)      (37)
 Profit before tax                                                        1,244     720
 Tax                                                                      (516)     (383)
 Profit for the year                                                      728       337

 

Revenue

Calnex achieved strong revenue growth on the prior year, with revenues
increasing by 19% to £21.9m (FY24: £18.4m), as a result of improved trading
into our increasingly diversified end markets.

Revenues generated in EMEA, India, South East Asia and Australasia are
classified in the Company's Rest of World (ROW) region. The region has a broad
mix of end customers and sectors, helping to manage trading risk within any
single sector.  Revenues recorded in the region grew by 48% on the prior
year, largely attributable to a significant repeat order from a hyperscaler
customer with global activities. We understand that the customer will deploy
the Calnex product largely in the US. Allowing for that factor, underlying
revenues in this ROW region grew year on year, driven by growth in telecoms
orders in EMEA and by digital infrastructure orders across EMEA and India.

 

Revenues recorded in the Americas region declined by 8% year-on-year. However,
adjusting for the significant repeat hyperscaler order, underlying performance
appears broadly stable on a year-on-year basis.  Our strategic focus in the
Americas has been on government and defence sector opportunities as well as
digital infrastructure growth, while the telecoms sector was subdued.  In
FY26, the Americas region contributed the majority of the increase in
government and defence orders across the Group, as a result of FY25 targeted
hires to support the expansion of our US federal customer base.

 

Within North Asia, revenues have grown by 8% despite China remaining a
challenging environment for trading due to the impact of US restrictions and
higher levels of competition for our NAA products. We continue our focus on
business in the other countries in the region as a priority.  The business
saw growth in digital infrastructure and telecoms orders, benefitting from the
investments in cloud computing and data centres within the region.

 

From a product line perspective, Lab Sync (Paragon-neo and Paragon-X)
experienced growth, increased trading within the government and defence sector
in the Americas and the telecoms sector in ROW. Our Network Sync product
revenues grew significantly in the year, driven by the repeat order from a
major hyperscaler mentioned above. Our NAA network emulation product for
infrastructure testing, SNE, also experienced revenue growth, particularly
within Government and Defence sector in Americas and across all sectors in the
ROW region. NE-ONE, our NAA network emulation for testing of applications
product, experienced slight growth in orders and we continue with our focus on
returning this product line to revenue growth in FY27.

 

Revenue model

Calnex generates revenues through the sale of bundled hardware and software,
alongside the provision of software support and extended warranty programmes.

The Group's core sales model is bundled hardware and software. Sales pricing
is dependent on the product type and the complexity of the software
configuration built into the product package. Calnex also sells stand-alone
software upgrades under licence.

Each of Calnex's units comes with a standard warranty period including
maintenance and software upgrade cover in the event of any software upgrades
being released for the options purchased. Calnex also sells software support
programmes which provide customers with access to future software upgrades
which are not included as part of the standard warranty. The Group also offers
extended warranty programmes to cover repairs falling outside of the standard
warranty period.

Bundled hardware and software revenues are recognised when the product is
delivered to the customer, with stand-alone software revenues recognised in
line with the length of the licence period. Revenues from software support and
extended warranty programmes are typically recognised on a straight-line basis
over the term of the contract.

Many of the products and services developed and deployed by Calnex's customers
are interlinked and need to be tested independently, such as the individual
components which are then built into the equipment used in telecoms networks.
Calnex's test products can be used by a combination of equipment vendors,
component manufacturers and network operators, to carry out testing during a
new product development cycle. Products verified utilising Calnex's test
solutions can be used in the knowledge that they will deliver consistent
performance.

Sources of Revenue

Revenue streams

                                                                  FY26    FY25

£000
£000

 Warranty support revenue - recognised over the life of cover     3,745   3,870
 Hardware and software revenue - recognised on despatch/delivery  18,130  14,516
 Total revenue                                                    21,875  18,386

 

In FY26, 83% (FY25: 79%) of the Group's revenues were generated from the sale
of bundled hardware and software products, with 17% (FY25: 21%) from software
support and extended warranty programmes.

Bundled hardware and software revenues grew 25% on the prior year in line with
increased demand for our products, revenues from software support and extended
warranty programmes remained in line with prior year revenues.

Geographical split (revenues)

                               FY26          FY25
                               % of revenue  % of revenue
 3-year average revenues:
 Americas                      34%           35%
 North Asia                    18%           21%
 Rest of World                 48%           44%

 In-year revenues:
 Americas                      31%           40%
 North Asia                    16%           18%
 Rest of World                 53%           42%

 

The Group's customers are located across the world. Our global customer base
and distributor network enables the Group to spread risk across our three key
regions: the Americas, North Asia and Rest of the World (ROW).

On a three-year average basis, the split of revenues across the three key
regions was 48% for ROW (FY25: 44%), 34% for Americas (FY25: 35%) and 18%
(FY25: 21%) for North Asia. The repeat hyperscaler order contributed to the
strong performance in the ROW region, together with a general increase in
overall revenues coming from the EMEA region, predominantly across telecoms
and digital infrastructure. Although the Americas region saw a slight decline
in trading in FY26, it is experiencing a growth in government and defence
opportunities as a result of enhanced sales and marketing focus within that
sector.  North Asia has been experiencing a steady decrease since FY20
reflecting the ongoing US-China geopolitical tensions, although FY26 revenues
in the region saw a slight increase compared with the prior year, despite the
trading challenges.

Top 10 customer orders (3 year order average)

                                 FY26
                         % of orders

 Top 10 customer orders          51%
 Other customer orders           49%

 

In FY25, Calnex received orders from 244 customers, with the number of
customers declining slightly on the prior year (FY25: 274 customers) and the
order value per customer increasing in the year.

The Group's top ten customers accounted for 51% of total orders on average
over the last three years (FY25: 45%).   In FY26, as a stand alone year,
orders from the top ten customers totalled 56% of total orders (FY25: 46%).

In FY26, 25% of Calnex's total orders (and 22% of revenues) can be attributed
to one customer, with no other customers accounting for more than 7% of total
orders. The Group continues efforts to diversify its customer base to reduce
the percentage of business from this account in future years.

Repeat customers (3 year order average)

                        FY26
                % of orders

 Repeat orders          79%
 New orders             21%

 

The average length of customer relationship across the top ten customers in
FY26 is 13 years (FY25: 10 years), demonstrating our high levels of repeat
demand from our customers, whilst new customers are also being added to the
top ten list.  In addition, the Group typically experiences a high level of
repeat business from its total customer base.  In FY26, using a three-year
order average, 79% of orders were generated from existing customers (FY25:
77%).

Customer orders by market sector

                         FY26         FY25
                              % of orders

 Telecoms                30%          36%
 Digital Infrastructure  49%          49%
 Government and Defence  21%          15%

 

Calnex's sales have previously been predominantly derived from telecoms
customers where the end-application is a telecoms (fixed and mobile) network.
More recently, Calnex has seen an increase in customers from the digital
infrastructure markets (which include hyperscale/data centre providers and
enterprise customers) and the government and defence industry.  As a result
of this change in the end markets that the business sells into, there was need
to show a more granular split of the company's performance by market sector,
compared to the previous telecoms/cloud computing split shown in prior year
reports.

Equipment vendors who initially developed product for use in telecom
applications are now selling the same products into other data network
applications where the same technology is implemented, and these new
applications are becoming a significant market opportunity for our customer's
products, which is contributing to the large proportion of Calnex's business
attributed to the digital infrastructure market. The increased diversification
of our revenue streams into government and defence customers has also driven a
need for a more granular split of revenue by market sector.

Gross Profit

Gross profit grew by 20% to £16.6m (FY25: £13.8m), driven by the growth in
revenue volumes and a 1 percentage point increase in gross margin. Gross
margin, which is net of commissions payable to our channel partners, improved
from 75% in the prior year to 76%. Gross margin can fluctuate by 1-2% through
the year depending on the mix and timing of the hardware and software bundles
shipped.

Change in accounting policy for RDEC

During the year, the Group changed its accounting policy in respect of
Research and Development Expenditure Credits ('RDEC'), recognised within the
other income within the Income Statement.  Previously recognised in the
period incurred, RDEC income will now be recognised in line with the
amortisation of related capitalised development costs.

 

This change reflects the growing scale and ongoing nature of the Group's UK
R&D investment, as well as recent UK HMRC reforms merging the SME and RDEC
schemes. The revised approach enhances comparability and better aligns income
recognition with the underlying economic benefits of R&D activity,
providing greater transparency over financial performance as the Group's
R&D activities increase over time.

 

The policy has been applied retrospectively from 1 April 2024. The impact of
the change to other income was to reduce the current year recognised RDEC
income from £1.2m to £0.8m. The £0.4m unrecognised RDEC income has been
included within the RDEC credit balance within trade & other payables.
Refer to note 31 of the financial statements for more information.

Underlying EBITDA

Underlying EBITDA, including R&D amortisation, increased to £1.8m (FY25:
£1.2m), driven by the higher revenues and improved gross margin.

 

Administrative expenses (excluding depreciation & amortisation) were
£11.1m in FY26 (FY25: £9.2m). Alongside inflationary cost increases in the
year, the administrative cost increases were driven by planned targeted
headcount increases, predominantly in the sales, product and marketing teams
to support our growth and channel enhancement goals in our diversified end
markets, increased recruitment costs to support these hires and other
replacement hires through the year, increased legal costs to support contract
reviews with new partners, and a small increase in the share-based payments
charge as result of an additional award participant added in the year.
Performance bonuses and company profit share were accrued at the end of the
year as the Group's FY26 budgeted profit share triggers were achieved. In the
prior year, there was no bonus cost accounted for as a result of the FY25
budgeted profit targets not being achieved.  This also contributed to the
increase in administration costs in the year.

 

Amortisation of R&D costs increased by £0.3m to £4.6m (FY25: £4.3m) due
to increased R&D investment in the current and previous years to support
the product roadmap.  R&D spend is capitalised and amortised to the
P&L over five years.

 

Positive operational gearing drove the underlying EBITDA margin to 8% from 6%
in FY25 as a result of the higher revenue volumes and improved gross margin.

Profit before tax

 

The Group generated a profit before tax of £1.2m in the year (FY25: £0.7m)
with the improvement in profitability attributable to growth in revenue
performance and the maintenance of strong margins.  Profit before tax margin
was 6% in the year (FY25: 4%).

 

Tax

 

The tax charge in the year was £0.5m (FY25: £0.4m), representing an
effective tax rate of 41% (FY25: 53%), principally driven by prior year
adjustments, the majority of which relate to the effects of the new RDEC
accounting policy. The normalised run rate range for the business' effective
tax rate going forward will be closer to the applicable tax rate, which is
currently 25%.

 

The difference between the applicable rate of tax of 25% and the effective
rate in FY26 is largely due to the following:

·      Adjustments in respect of prior periods (increasing the effective
rate by 12%);

·      Overseas tax (increasing the effective rate by 4%);

·      Timing differences not recognised in the computation (increasing
the effective rate by 3%); and

·      Other differences, such as disallowable expenses, and deferred
tax charged to equity (decreasing the effective rate by 3%).

 

Earnings per share

 

Basic earnings per share was 0.83 pence in the year (FY25: 0.38 pence) and
diluted earnings per share was 0.80 pence (FY25: 0.36 pence), with the
increases in both metrics reflecting the improved profitability in the year.

 

Cashflows

 

The Group experienced a cash outflow of £1.6m in the year (FY25: £1.0m
outflow) with the improved trading performance being offset by timing of trade
receivables receipts at the end of the year, due to the increased trading in
Q4 and the timing of shipments towards the year end.

 

Net cash from operating activities was £5.6m (FY25: 4.4m) reflecting the
increased trading levels in the year, lower working capital movements compared
to the prior year and an increase in R&D tax credits received in the year.

 

Working capital in the year increased by £1.1m (FY25: £1.8m increase) driven
predominantly by increases in trade receivables in the period as a result of
the increased volume of orders and timing of shipments towards the year end.

 

Cash used in investing activities is principally spent on R&D activities,
which is capitalised and amortised over five years. Investment in R&D in
the year was £6.4m (FY25: £4.8m).  During the year, the Company took the
decision to secure early access to new silicon technology to enable the timely
development of our next‑generation 1.6Tb/s Lab Sync solution and £0.8m of
the increase in R&D investment spend in the year can be attributed to
this.  Other increases are resulted from inflationary increases in salary
costs across the R&D staff base and slightly higher equipment purchases in
H2 as the Paragon 1.6Tb/s project commenced.

There is no debt on the balance sheet, leading to no borrowings related
cashflows in the current or prior periods. Closing cash at 31 March 2026 was
£9.3m (31 March 2025: £10.9m).  The closing cash balance on 21 May was
£11.2m after a large proportion of year end trade receivables were collected
after the reporting date.

Dividend

The directors are proposing a final dividend with respect to the financial
year ended 31 March 2026 of 0.68p per share. The final dividend will be
proposed for approval at the Annual General Meeting in September 2026 and, if
approved, will be paid on 8 September 2026 to all shareholders on the register
as at close of business on 14 August 2026, the record date. The ex-dividend
date will be 13 August 2026.

 

Ashleigh Greenan
Chief Financial Officer
22 May 2026

Consolidated Statement of Comprehensive Income

_________________________________________________________________________________________________________________

 

                                                           31 March      31 March
                                                           2026          2025
                                 Note                      £'000         £'000

 Revenue                         4,5                       21,875        18,386
 Cost of sales                                             (5,291)       (4,623)
 Gross profit                                              16,584        13,763
 Other income                    6                         962           913
 Administrative expenses                                   (16,497)      (14,239)
 Operating profit                7                         1,049         437
 Interest received                                         265           320
 Finance costs                   10                        (70)          (37)
 Profit before taxation                                    1,244         720
 Taxation                        11                        (516)         (383)
 Profit and total comprehensive
 income for the year                                       728           337

 Basic earnings per share        27                        0.83          0.38
 Diluted earnings per share      27                        0.80          0.36

 

Consolidated and Company Statement of Financial Position

__________________________________________________________________________________________________________________

                                                                                                  Group                                                   Company
                                                                                                                 *Restated                                             *Restated
                                                                               31 March                          31 March                    31 March                  31 March
                                                                               2026                              2025                        2026                      2025
                                                                               £'000                             £'000                       £'000                     £'000
 Non-current assets                                                  Note
 Intangible assets                                                   12        13,699                            12,255                      13,446                    11,750
 Goodwill                                                            13        2,000                             2,000                       -                         -
 Plant and equipment                                                 14        133                               187                         133                       187
 Right-of-use assets                                                 19        843                               1,115                       843                       1,115
 Deferred tax asset                                                  20        711                               591                         711                       591
                                                                               17,386                            16,148                      15,133                    13,643

 Current assets
 Inventories                                                         15        5,445                             5,358                       5,445                     5,358
 Trade and other receivables                                         16        8,734                             5,669                       8,755                     5,843
 Corporation tax receivable                                                    882                               684                         914                       713
 Cash and cash equivalents                                           17        9,306                             10,912                      9,225                     10,757
                                                                               24,367                            22,623                      24,339                    22,671

 Total assets                                                                  41,753                            38,771                      39,472                    36,314

 Current liabilities
 Trade and other payables                                            18        8,413                             5,895                       8,388                     5,866
 Lease liabilities                                                   19        301                               289                         301                       289
                                                                               8,714                             6,184                       8,689                     6,155

 Non-current liabilities
 Trade and other payables                                            18        2,158                             2,148                       2,158                     2,148
 Lease liabilities                                                   19        627                               928                         627                       928
 Deferred tax liabilities                                            20        3,185                             2,940                       3,122                     2,814
                                                                               5,970                             6,016                       5,907                     5,890

 Total liabilities                                                             14,684                            12,200                      14,596                    12,045

 Net assets                                                                    27,069                            26,571                      24,876                    24,269

 Equity
 Share capital                                                       26        110                               110                         110                       110
 Share premium                                                                 7,719                             7,671                       7,719                     7,671
 Share option reserve                                                24        2,304                             1,764                       2,304                     1,764
 Retained earnings                                                             16,936                            17,026                      14,743                    14,724
 Total equity                                                                  27,069                            26,571                      24,876                    24,269

 The profit for the financial year of the parent company is £837,066 (2025:
 £527,721). As provided for by section 408 of the Companies Act 2006, no
 income statement is presented in respect of the parent company.

 The accounts were approved by the Board of Directors and authorised for issue
 on 22 May 2026. The accounts are signed on their behalf by:

 ………………………………………………………..
 Ashleigh Greenan
 Director

 *Prior year comparatives have been restated as a result of a change in
 accounting policy. Please refer to note 31 for details.

 

 

 

Consolidated Statement of Changes in Equity

_________________________________________________________________________________________________________________

                                                                                         Share
                                                            Share        Share           option             Retained           Total
                                                            capital      premium         reserve            earnings           equity
                                                            £'000        £'000           £'000              £'000              £'000

 Balance at 31 March 2024 as previously stated              109          7,511           1,414              18,304             27,338
 Impact of change in RDEC accounting policy (note 31)       -            -               -                  (873)              (873)
 Balance as 1 April 2024 as restated                        109          7,511           1,414              17,431             26,465

 Transactions with owner in their capacity as owners
 Share options exercised                                    1            160             (72)               72                 161
 Share options                                              -            -               422                -                  422
 Dividends paid                                             -            -               -                  (814)              (814)
 Total transactions with owner in their capacity as owners  1            160             350                (742)              (231)

 Total comprehensive income for the year                    -            -               -                  337                337

 Balance at 31 March 2025 as restated                       110          7,671           1,764              17,026             26,571

 Transactions with owner in their capacity as owners
 Share options exercised                                    -            48              -                  -                  48
 Share options                                              -            -               540                -                  540
 Dividends paid                                             -            -               -                  (818)              (818)
 Total transactions with owner in their capacity as owners  -            48              540                (818)              (230)

 Total comprehensive income for the year                    -            -               -                  728                728

 Balance at 31 March 2026                                   110          7,719           2,304              16,936             27,069

 

 

 

 

 

Company Statement of Changes in Equity

__________________________________________________________________________________________________________________

                                                                                         Share
                                                            Share        Share           option             Retained           Total
                                                            capital      premium         reserve            earnings           equity
                                                            £'000        £'000           £'000              £'000              £'000

 Balance at 31 March 2024 as previously stated              109          7,511           1,414              15,811             24,845
 Impact of change in RDEC accounting policy (note 31)       -            -               -                  (873)              (873)
 Balance as 1 April 2024 as restated                        109          7,511           1,414              14,938             23,972

 Transactions with owner in their capacity as owners
 Share options exercised                                    1            160             (72)               72                 161
 Share options                                              -            -               422                -                  422
 Dividends paid                                             -            -               -                  (814)              (814)
 Total transactions with owner in their capacity as owners  1            160             350                (742)              (231)

 Total comprehensive income for the year                    -            -               -                  528                528

 Balance at 31 March 2025                                   110          7,671           1,764              14,724             24,269

 Transactions with owner in their capacity as owners
 Share options exercised                                    -            48              -                  -                  48
 Share options                                              -            -               540                -                  540
 Dividends paid                                             -            -               -                  (818)              (818)
 Total transactions with owner in their capacity as owners  -            48              540                (818)              (230)

 Total comprehensive income for the year                    -            -               -                  837                837

 Balance at 31 March 2026                                   110          7,719           2,304              14,743             24,876

 

 

 

 

 

 

Consolidated and Company Cash Flow Statement

__________________________________________________________________________________________________________________

 

                                                                Group                                    Company

                                                                31 March          31 March               31 March       31 March
                                                                2026              2025                   2026           2025
                                                                £'000             £'000                  £'000          £'000
 Cashflows from operating activities
 Profit before tax from continuing operations                   1,244             720                    1,367          868
 Adjusted for:
 Finance costs                                           10     70                37                     70             37
 Interest received                                              (265)             (320)                  (265)          (320)
 Government grant income                                 6      (173)             (200)                  (173)          (200)
 R&D tax credit income                                   6      (789)             (713)                  (789)          (713)
 Share-based payment transactions                        23     551               432                    551            432
 Depreciation                                            14     158               182                    158            182
 Amortisation                                            12,19  5,191             4,803                  4,939          4,535
 Impairment of intangibles                                      -                 167                    -              167
 Movement in inventories                                 15     44                (405)                  44             (405)
 Movement in obsolescence provision                      15     (131)             421                    (131)          421
 Movement in trade and other receivables                        (3,062)           (2,334)                (2,913)        (2,272)
 Movement in trade and other payables                           2,090             538                    2,097          548
 Cash generated from operations                                 4,928             3,328                  4,955          3,280

 Movement in provisions                                         -                 (15)                   -              (15)
 Corporation & foreign tax payments                             (75)              635                    (28)           713
 R&D tax credit refunds received                                698               435                    698            435
 Net cash from operating activities                             5,551             4,383                  5,625          4,413

 Investing activities
 Purchase of intangible assets                           12     (6,362)           (4,864)                (6,362)        (4,864)
 Purchase of property and equipment                      14     (104)             (28)                   (104)          (28)
 Government grant income                                        173               200                    173            200
 Interest received                                              265               320                    265            320
 Net cash used in investing activities                          (6,028)           (4,372)                (6,028)        (4,372)

 Financing activities
 Payment of lease obligations                            19     (359)             (314)                  (359)          (314)
 Dividends paid                                          30     (818)             (814)                  (818)          (814)
 Share options proceeds                                         48                161                    48             161
 Net cash used in financing activities                          (1,129)           (967)                  (1,129)        (967)

 Net decrease in cash and cash equivalents                      (1,606)           (956)                  (1,532)        (926)

 Cash and cash equivalents at beginning of the year             10,912            11,868                 10,757         11,683

 Cash and cash equivalents at end of the year            17     9,306             10,912                 9,225          10,757

 

 

 

 

 

 

Notes to the financial statements

__________________________________________________________________________________________________________________

1.        General information

Calnex Solutions plc ("the Company") is a public limited company, limited by
shares, domiciled and incorporated in Scotland. The registered office is
Oracle Campus, Linlithgow, West Lothian, EH49 7LR.

 

The Company (together with its subsidiary, the "Group") was under the control
of the directors throughout the period covered in the financial statements.
The list of the subsidiaries consolidated in the financial statements is shown
in Note 25.

 

The principal activity of the Group is the design, production and marketing of
test instrumentation and solutions for network synchronisation and network
emulation, enabling its customers to validate the performance of critical
infrastructure associated with telecoms networks, enterprise networks and data
centres.

 

The financial statements were authorised for issue, in accordance with a
resolution of directors, on 22 May 2026. The directors have the power to amend
and reissue the financial statements.

 

2.        Basis of preparation

(a)   Statement of compliance

The financial reporting framework that has been applied in their preparation
is applicable law and UK-adopted International Accounting Standards and, as
regards the parent company financial statements, as applied in accordance with
the provisions of the Companies Act 2006.

 

The financial information does not include all information required for full
annual financial statements and therefore does not constitute statutory
accounts within the meaning of section 435(1) and (2) of the Companies Act
2006 or contain sufficient information to comply with the disclosure
requirements of UK-adopted International Accounting Standards. These should be
read in conjunction with the Financial Statements of the Company for the year
ended 31 March 2026 which were approved by the Board of Directors on 22 May
2026. The report of the auditors for the year ended 31 March 2026 was (i)
unqualified, (ii) did not include a reference to any matters to which the
auditors drew attention by way of emphasis without qualifying their report,
and (iii) did not contain a statement under section 498 (2) or (3) of the
Companies Act 2006.

 

(b)   Basis of accounting

The financial statements have been prepared under the historical cost
convention, except for certain financial assets and liabilities including
financial instruments, which are stated at their fair values.

 

The preparation of the financial statements in conformity with UK-adopted IAS
requires the directors to make judgements, estimates and assumptions that
affect the application of policies and reported amounts of assets and
liabilities, income and expense. The estimates and judgements are based on
historical experience and various other factors that are believed to be
reasonable under the circumstances, the results of which form the basis of
making judgements about carrying amounts of assets and liabilities that are
not readily apparent from other sources.  Actual results may differ from
these estimates. The accounting policies set out below have, unless otherwise
stated, been applied consistently to all periods presented.

 

(c)   Functional and presentation currency

The financial statements are presented in pounds Sterling, which is the
functional and presentation currency of the Group. Results in these financial
statements have been prepared to the nearest thousand.

 

(d)   Basis of consolidation

The consolidated financial statements incorporate those of Calnex Solutions
plc, and all its subsidiaries. A subsidiary is an entity controlled by the
Group, i.e. the Group is exposed to, or has the rights, to variable returns
from its involvement with the entity and has the ability to affect those
returns through its current ability to direct the entity's relevant activities
(power over the investee). All intra-Group transactions, balances, and
unrealised gains on transactions between Group companies are eliminated on
consolidation. Unrealised losses are also eliminated unless the transaction
provides evidence of an impairment of the asset transferred. The total
comprehensive income, assets and liabilities of the entities are amended,
where necessary, to align the accounting policies.

 

The Group applies the acquisition method to account for all acquired
businesses, whereby the identifiable assets acquired and the liabilities
assumed are measured at their acquisition date fair values (with a few
exceptions as required by IFRS 3 Business Combinations).

 

The cost of a business combination is the fair value at the acquisition date
of the assets given, equity instruments issued and liabilities incurred or
assumed, plus costs directly attributable to the business combination. The
excess of the cost of a business combination over the fair value of the
identifiable assets, liabilities and contingent liabilities is recognised as
goodwill.

 

The acquisition of assets that falls outside the scope of IFRS 3 are accounted
for by bringing the assets and liabilities of the acquired entity into the
financial statements at their nominal value from the date of acquisition.
Comparative information is not restated.

 

 

2.        Basis of preparation (continued)

(e)   Going Concern

The financial information for the year to 31 March 2026 has been prepared on
the basis that the Group and the Company will continue as a going concern.

 

The Board has approved financial forecasts for the current and succeeding
financial years to 31 March 2028. Based on this review, along with regular
oversight of the Group's risk management framework the Board has concluded
that the Group will continue to trade as a going concern.

 

3         Significant accounting policies

(a)       Revenue recognition

Revenue is measured at the fair value of the consideration received or
receivable and represents amounts receivable for goods and services provided
in the normal course of business, net of sales related taxes and discounts and
is recognised at the point in time when the relevant performance obligation is
satisfied.

 

Where revenue contracts have multiple elements, all aspects of the transaction
are considered to determine whether these elements can be separately
identified. Where transaction elements can be separately identified and
revenue can be allocated between them on a fair and reliable basis, revenue
for each element is accounted for according to the relevant policy below.

 

The Group recognises revenue from the following major sources:

 

Hardware & software revenue

Revenue from the sale of bundled hardware and software, is recognised when the
Group transfers the risk and rewards to the customer, and the bundled product
is delivered to the customer. Each unit sale comes with a standard warranty
period during which the Group agrees to provide warranty cover, maintenance
cover and software upgrade cover in the event of any software upgrades being
released. This is recognised as a separately identifiable obligation from the
provision of the hardware and is recognised over the life of the cover
provided, being a year.

 

For the sale of stand-alone software, the licence period and therefore the
revenue recognition, is upon delivery.

 

Extended warranty programme

The Group enters into agreements with purchasers of its equipment to perform
necessary repairs falling outside the Group's standard warranty period. As
this service involves an indeterminate number of acts, the Group is required
to 'stand ready' to perform whenever a request falling within the scope of the
program is made by a customer. Revenue is recognised on a straight-line basis
over the term of the contract.

 

This method best depicts the transfer of services to the customer as:

i)     The Group's historical experience demonstrates no statistically
significant variation in the quantum of services provided in each year of a
multi-year contract; and

ii)      no reliable prediction can be made as to if and when any
individual customer will require service.

 

 

 

3.        Significant accounting policies (continued)

 

Software support programme

The Group enters into agreements with purchasers of its equipment to provide
software support and access to future software updates. Revenue is recognised
on a straight-line basis over the term of the contract.

 

Grant income

The Group has obtained grant funding from the Scottish Government in prior
years in the form of reimbursement for research and development costs eligible
for reclaim under the grant agreement. Costs were incurred before they were
reclaimed under the grant agreement and revenue only recognised after receipt
of the funds from the government. Grant funds received are recognised over
five years, in line with the amortisation policy on capitalised research and
development costs.

 

(b)      Retirement benefit costs

Payments to defined contribution schemes are charged to the Statement of
Comprehensive Income as an expense as they fall due.

 

(c)       Share-based payments

Equity-settled and cash settled share-based compensation benefits are provided
to some employees.  Equity-settled transactions are awards of shares, or
options over shares that are provided to employees in exchange for the
rendering of services.

 

The cost of equity-settled transactions is measured at fair value on grant
date. Fair value is independently determined using the Black-Scholes option
pricing model, or a Monte-Carlo analysis that takes into account the exercise
price, the term of the option, the impact of dilution, the share price at
grant date and expected price volatility of the underlying share, the expected
dividend yield and the risk free interest rate for the term of the option,
together with non-vesting conditions that do not determine whether the Group
receives the services that entitle the employees to receive payment. There are
no other vesting conditions.

 

The cost of equity-settled transactions is recognised as an expense with a
corresponding increase in equity over the vesting period. The cumulative
charge to profit or loss is calculated based on the grant date fair value of
the award, the best estimate of the number of awards that are likely to vest
and the expired portion of the vesting period. The amount recognised in profit
or loss for the period is the cumulative amount calculated at each reporting
date less amounts already recognised in previous periods.

 

The cost of cash-settled transactions is initially, and at each reporting date
until vested, determined by applying the Black-Scholes option pricing model,
taking into consideration the terms and conditions on which the award was
granted. The cumulative charge to profit or loss until settlement of the
liability is calculated as follows:

●         during the vesting period, the liability at each reporting
date is the fair value of the award at that date multiplied by the expired
portion of the vesting period.

●         from the end of the vesting period until settlement of the
award, the liability is the full fair value of the liability at the reporting
date.

 

All changes in the liability are recognised in profit or loss. The ultimate
cost of cash-settled transactions is the cash paid to settle the liability.

 

If equity-settled awards are modified, as a minimum an expense is recognised
as if the modification has not been made. An additional expense is recognised,
over the remaining vesting period, for any modification that increases the
total fair value of the share-based compensation benefit as at the date of
modification.

 

If the non-vesting condition is within the control of the Group or employee,
the failure to satisfy the condition is treated as a cancellation. If the
condition is not within the control of the Group or employee and is not
satisfied during the vesting period, any remaining expense for the award is
recognised over the remaining vesting period, unless the award is forfeited.

 

If equity-settled awards are cancelled, it is treated as if it has vested on
the date of cancellation, and any remaining expense is recognised immediately.
If a new replacement award is substituted for the cancelled award, the
cancelled and new award is treated as if they were a modification.

 

Deferred tax is calculated at the tax rates that are expected to apply in the
period when the liability is settled, or the asset is realised. Deferred tax
is charged or credited in the income statement, except when it relates to
items charged or credited directly to equity, in which case the deferred tax
is also dealt with in equity.

 

Deferred tax assets and liabilities are offset when the relevant requirements
of IAS 12 are satisfied.

 

 

3.        Significant accounting policies (continued)

 

(d)      Taxation

The tax expense represents the sum of the current tax and deferred tax charge
for the year. The tax currently payable is based on taxable profit for the
year. The Group's liability for current tax is calculated using the tax rates
that have been enacted or substantively enacted by the balance sheet date.

 

Deferred tax is measured on differences between the carrying amounts of assets
and liabilities in the financial statements and the corresponding tax bases,
as used in the computation of taxable profit, and is accounted for using the
balance sheet liability method. Deferred tax liabilities are generally
recognised for all taxable temporary differences and deferred tax assets are
recognised to the extent that it is probable that taxable profits will be
available. Such assets and liabilities are not recognised if the temporary
difference arises from goodwill or from the initial recognition (other than in
a business combination) of financial assets and liabilities in a transaction
that affects neither the taxable profit nor the accounting profit.

 

(e)      Intangible assets

Intangible assets acquired as part of a business combination, other than
goodwill, are initially measured at their fair value at the date of the
acquisition. Intangible assets acquired separately are initially recognised at
cost. Indefinite life intangible assets are not amortised and are subsequently
measured at cost less any impairment. Finite life intangible assets are
subsequently measured at cost less amortisation and any impairment. The method
and useful lives of finite life intangible assets are reviewed annually.
Changes in the expected pattern of consumption or useful life are accounted
for prospectively by changing the amortisation method or period.

 

Research costs are expensed in the period in which they are incurred.
Development costs are capitalised when it is probable that the project will be
a success considering its commercial and technical feasibility; the Group is
able to use or sell the asset; the Group has sufficient resources and intent
to complete the development; and its costs can be measured reliably.
Capitalised development costs are amortised on a straight-line basis over the
period of their expected benefit, being their finite life of 5 years.

 

Significant costs associated with patents and trademarks are deferred and
amortised on a straight-line basis over the period of their expected benefit,
being their finite life of 10 years.  Amortisation is charged to
administrative expenses in the Statement of Comprehensive Income.

 

Goodwill and other intangible assets that have an indefinite useful life are
not subject to amortisation and are tested annually for impairment, or more
frequently if events or changes in circumstances indicate that they might be
impaired. Other non-financial assets are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount may not
be recoverable. An impairment loss is recognised for the amount by which the
asset's carrying amount exceeds its recoverable amount. The recoverable amount
is the higher of an asset's fair value less costs of disposal and
value-in-use. The value-in-use is the present value of the estimated future
cash flows relating to the asset using a pre-tax discount rate specific to the
asset or cash-generating unit to which the asset belongs. Assets that do not
have independent cash flows are grouped together to form a cash-generating
unit.

 

(f)       Financial assets

Where there is no publicly quoted market value, other investments, including
subsidiaries, are shown at cost less provisions for impairment.

 

(g)       Plant and equipment

Plant and equipment are shown at cost, net of depreciation and any provision
for impairment.  Depreciation is provided on all property, plant and
equipment at varying rates calculated to write off cost less residual value
over the useful lives. Depreciation is charged to administrative expenses in
the Statement of Comprehensive Income. The principal rates employed are:

 

Plant and
machinery
25-33% straight line

 

The carrying values of property, plant and equipment are reviewed for
impairment when events or changes in circumstances indicate these values may
not be recoverable.  If there is an indication that impairment does exist,
the carrying values are compared to the estimated recoverable amounts of the
assets concerned.

 

The recoverable amount is the greater of an asset's value in use and its fair
value less the cost of selling it.  Value in use is calculated by discounting
the future cash flows expected to be derived from the asset.  Where the
carrying value of an asset exceeds its recoverable amount, the asset is
considered impaired and is written down through the income statement to its
recoverable amount.

 

An item of property, plant and equipment is written off either on disposal or
when there is no expected future economic benefit from its continued use.
Any gain or loss (calculated as the difference between the net disposal
proceeds and the carrying value of the asset) is included in the income
statement in the year.

 

 

 

(h)      Right-of-use assets

A right-of-use asset is recognised at the commencement date of a lease. The
right-of-use asset is measured at cost, which comprises the initial amount of
the lease liability, adjusted for, as applicable, any lease payments made at
or before the commencement date net of any lease incentives received, any
initial direct costs incurred, and, except where included in the cost of
inventories, an estimate of costs expected to be incurred for dismantling and
removing the underlying asset, and restoring the site or asset.

Right-of-use assets are depreciated on a straight-line basis over the
unexpired period of the lease or the estimated useful life of the asset,
whichever is the shorter. Where the Group expects to obtain ownership of the
leased asset at the end of the lease term, the depreciation is over its
estimated useful life. Right-of use assets are subject to impairment or
adjusted for any re-measurement of lease liabilities.

 

(i)        Inventories

Inventories are valued at the lower of cost and net realisable value.  In
determining the cost of raw materials, consumables and goods for resale, the
average purchase price is used.  For work in progress and finished goods,
cost is taken as production cost which includes an appropriate proportion of
overheads.

Inventories are assessed for indicators of impairment at each year end and
where a provision is required the income statement is charged directly.

 

(j)        Trade and other receivables

Trade receivables are initially recognised at fair value and subsequently
measured at amortised cost using the effective interest method, less any
allowance for expected credit losses.

The simplified approach to measuring expected credit losses has been applied,
this uses a lifetime expected loss allowance. To measure the expected credit
losses, trade receivables have been grouped based on days overdue.

Other receivables are recognised at amortised cost, less any allowance for
expected credit losses.

 

(k)       Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand,
deposits held at call with banks, other short-term liquid investments with
original maturities of 95 days or less.

 

(l)        Trade and other payables

Trade payables are non-interest-bearing and are measured at amortised cost.

 

 

(m)     Financial liabilities

Financial liabilities are recognised on the Group's Statement of financial
position when the Group becomes a party to the contractual provisions of that
instrument.

 

(n)      Lease liabilities

A lease liability is recognised at the commencement date of a lease. The lease
liability is initially recognised at the present value of the lease payments
to be made over the term of the lease, discounted using the interest rate
implicit in the lease or, if that rate cannot be readily determined, the
Group's incremental borrowing rate. The lease term is the non-cancellable
period of the lease plus extension periods that the group is reasonably
certain to exercise and termination periods that the group is reasonably
certain not to exercise. Lease payments comprise of fixed payments less any
lease incentives receivable, variable lease payments that depend on an index
or a rate, amounts expected to be paid under residual value guarantees,
exercise price of a purchase option when the exercise of the option is
reasonably certain to occur, and any anticipated termination penalties. The
variable lease payments that do not depend on an index or a rate are expensed
in the period in which they are incurred.

 

Lease liabilities are measured at amortised cost using the effective interest
method. The carrying amounts are re-measured if there is a change in the
following: future lease payments arising from a change in an index or a rate
used; residual guarantee; lease term; certainty of a purchase option and
termination penalties. When a lease liability is re-measured, an adjustment is
made to the corresponding right-of use asset, or to profit or loss if the
carrying amount of the right-of-use asset is fully written down.

 

The Group has elected not to recognise a right-of-use asset and corresponding
lease liability for short-term leases with terms of 12 months or less and
leases of low-value assets. Lease payments on these assets are expensed to
profit or loss as incurred.

 

 

(o)      Foreign currency

In preparing the financial statements, transactions in currencies other than
pounds sterling are recorded at the exchange rate ruling at the date of the
transaction.  Monetary assets and liabilities denominated in foreign
currencies at the balance sheet date are translated to sterling at the foreign
exchange rate ruling at that date.  Exchange differences arising on
translation are recognised in the consolidated Statement of comprehensive
income for the period.

 

Non-monetary assets and liabilities denominated in foreign currencies that are
stated at fair value are translated at the rates prevailing at the dates when
the fair value was determined.  Non-monetary assets and liabilities that are
measured at historical cost in a foreign currency (e.g. property, plant and
equipment purchased in a foreign currency) are translated using the exchange
rate prevailing at the date of the transaction.  Exchange differences arising
on the translation of net assets are affected through the Statement of
Comprehensive Income.

 

For the purpose of presenting consolidated financial statements, the assets
and liabilities of the Group's foreign operations are translated at exchange
rates prevailing on the balance sheet date.  Income and expense items are
translated at the average exchange rates for the period and recognised in the
Statement of Comprehensive Income.

 

(p)      Dividends

Dividends are recognised when declared during the financial year. The
declaration of dividends is at the discretion of the directors.

 

(q)      Value Added Tax

Revenues, expenses and assets are recognised net of the amount of associated
VAT, unless the VAT incurred is not recoverable from the tax authority. In
this case it is recognised as part of the cost of the acquisition of the asset
or as part of the expense.

 

Receivables and payables are stated inclusive of the amount of VAT receivable
or payable. The net amount of VAT recoverable from, or payable to, the tax
authority is included in other receivables or other payables in the statement
of financial position.

 

Commitments and contingencies are disclosed net of the amount of VAT
recoverable from, or payable to, the tax authority.

 

(r)       Earnings per share

Basic earnings per share

Basic earnings per share is calculated by dividing the profit attributable to
the shareholders, excluding any costs of servicing equity other than ordinary
shares, by the weighted average number of ordinary shares outstanding during
the financial year, adjusted for bonus elements in ordinary shares issued
during the financial year.

 

Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of
basic earnings per share to take into account dilutive potential ordinary
shares and the weighted average number of shares assumed to have been issued
for no consideration in relation to dilutive potential ordinary shares.

 

(s)       Research and Development Expenditure Credit (RDEC)

The Company claims Research and Development Expenditure Credits (RDEC) in
respect of qualifying research and development expenditure. Management has
determined that RDEC is appropriately accounted for as a government grant in
accordance with IAS 20 Accounting for Government Grants and Disclosure of
Government Assistance, as the credit represents government assistance provided
in respect of qualifying R&D activity.

RDEC is recognised when there is reasonable assurance that the Company will
comply with the conditions attaching to the credit and that the credit will be
received. Amounts recognised are initially recorded as deferred income and
subsequently recognised in profit or loss on a systematic basis over the
periods in which the related R&D expenditure is recognised as an expense.
Where development expenditure is capitalised in accordance with IAS 38
Intangible Assets, the related RDEC is recognised in profit or loss over the
same period as the amortisation of the associated intangible asset.

RDEC income is presented within other operating income in the income statement
and is not included within the income tax expense.

(t)       Critical judgements in applying the Groups accounting
estimates

In the process of applying the Group's accounting policies, the directors have
made the following estimates that have the most significant effect on the
amounts recognised in the financial statements.

 

Share-based payment transactions

The Group measures the cost of equity-settled transactions with employees by
reference to the fair value of the equity instruments at the date at which
they are granted. The fair value is determined by using the Black-Scholes
model or a Monte-Carlo analysis taking into account the terms and conditions
upon which the instruments were granted. The accounting estimates and
assumptions relating to equity-settled share-based payments would have no
impact on the carrying amounts of assets and liabilities within the next
annual reporting period but may impact profit or loss and equity.

(u)      Critical judgements in applying the Groups accounting estimates

Useful lives

The Group uses forecast cash flow information and estimates of future growth
to assess whether goodwill and other intangible fixed assets are impaired, and
to determine the useful economic lives of its intangible assets.  If the
results of operations in a future period are adverse to the estimates used a
reduction in useful economic life may be required.

 

Intangible assets

Intangible assets acquired as part of a business combination, other than
goodwill, are initially measured at their fair value at the date of the
acquisition. Intangible assets acquired separately are initially recognised at
cost. Indefinite life intangible assets are not amortised and are subsequently
measured at cost less any impairment. Finite life intangible assets are
subsequently measured at cost less amortisation and any impairment. The method
and useful lives of finite life intangible assets are reviewed annually.
Changes in the expected pattern of consumption or useful life are accounted
for prospectively by changing the amortisation method or period.

Research costs are expensed in the period in which they are incurred.
Development costs are capitalised when it is probable that the project will be
a success considering its commercial and technical feasibility; the Group is
able to use or sell the asset; the Group has sufficient resources and intent
to complete the development; and its costs can be measured reliably.
Capitalised development costs are amortised on a straight-line basis over the
period of their expected benefit, being their finite life of 5 years.

 

Significant costs associated with patents and trademarks are deferred and
amortised on a straight-line basis over the period of their expected benefit,
being their finite life of 10 years.  Amortisation is charged to
administrative expenses in the Statement of Comprehensive Income.

 

Goodwill and other intangible assets that have an indefinite useful life are
not subject to amortisation and are tested annually for impairment, or more
frequently if events or changes in circumstances indicate that they might be
impaired. Other non-financial assets are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount may not
be recoverable. An impairment loss is recognised for the amount by which the
asset's carrying amount exceeds its recoverable amount. The recoverable amount
is the higher of an asset's fair value less costs of disposal and
value-in-use. The value-in-use is the present value of the estimated future
cash flows relating to the asset using a pre-tax discount rate specific to the
asset or cash-generating unit to which the asset belongs. Assets that do not
have independent cash flows are grouped together to form a cash-generating
unit.

 

(v)       New accounting standards

There have been no applicable new standards, amendments to standards and
interpretations effective from 1 April 2025 that have been applied by the
Group which have or are expected to result in a significant impact on its
consolidated results or financial position.

 

The following new standards and amendments will be relevant to the Group,
however have not been applied in these accounts:

• Amendments to the Classification and Measurement of Financial Instruments
- Amendments to IFRS 9 and IFRS 7 (effective date 1 January 2026).

• IFRS 18 Presentation and Disclosure in Financial Statements (effective
date 1 January 2027).

The adoption of the IFRS 9 and IFRS 7 new standards and amendments are not
expected to have a material effect on the accounts, the impact of the IFRS 18
is currently being evaluated.

 

4         Operating Segments

Operating segments are based on the internal reports that are reviewed and
used by the Board (who are identified as the Chief Operating Decision Makers)
in assessing performance and determining the allocation of resources. As the
Group has a central cost structure and a central pool of assets and
liabilities, the Board does not consider segmentation in their review of costs
or the statement of financial position. The only operating segment information
reviewed, and therefore disclosed, are the revenues derived from different
geographies.

                                        31 March      31 March
                                        2026          2025
                                        £'000         £'000

 Americas                               6,689         7,258
 North Asia                             3,617         3,333
 Rest of World                          11,569        7,795
 Total revenue                          21,875        18,386

 

 

 

5         Revenue

                                                                                                                         31 March          31 March
                                                                                                                         2026              2025
                                                                                                                         £'000             £'000

 Sale of goods - recognised on transfer of ownership                                                                     18,130            14,516
 Rendering of services - recognised over life of contract                                                                3,745             3,870
 Total revenue                                                                                                           21,875            18,386

 Reconciliation of unearned income on software and warranty contracts.
 Unearned proportion of software and warranty contracts: balance brought                                                 4,510             4,556
 forward
 Amounts invoiced in year                                                                                                3,175             3,824
 Revenue recognised on rendering of services                                                                             (3,745)           (3,870)
 Unearned proportion of software and warranty contracts: balance carried                                                 3,940             4,510
 forward.

 For the year ended 31 March 2026, one customer accounted for 22% of the Groups
 revenue (2025: 17%)

 

6         Other income

                                                  31 March      31 March
                                                  2026          2025
                                                  £'000         £'000

 Government grant income                          173           200
 RDEC tax credit                                  789           713
                                                  962           913

 

During the year, the Group changed its accounting policy in respect of
Research and Development Expenditure Credits ("RDEC") full details can be
found in note 31.

 

The impact of the change to other income was to reduce the current year
recognised RDEC tax credit from £1.2m to £0.8m. The £0.4m unrecognised RDEC
tax credit has been included in the RDEC credit balance within Trade &
other payables.

 

A reconciliation of the RDEC remaining to be realised is included below.

                                                                                                             31 March      31 March
                                                                                                             2026          2025
                                                                                                             £'000         £'000
 RDEC deferred revenue

 RDEC deferred credit brought forward                                                                        1,165         1,165
 RDEC credit deferred                                                                                        1,219         713
 RDEC credit released                                                                                        (789)         (713)
 RDEC deferred credit carried forward                                                                        1,595         1,165

 RDEC deferred credit to be recognised within 1 year                                                         551           428
 RDEC deferred credit to be recognised between 1-2 years                                                     474           336
 RDEC deferred credit to be recognised between 2-5 years                                                     570           401
                                                                                                             1,595         1,165

 

 

7         Material operating profit items

                                                                                                                       31 March      31 March
                                                                                                                       2026          2025
                                                                                                                       £'000         £'000

 Operating profit for the year is stated after charging/(crediting):
 Equity settled share-based payments                                                                                   546           445
 Inventory recognised as an expense                                                                                    3,993                3,186
 Non R&D depreciation and amortisation                                                                                 707           714
 Amortisation of R&D asset                                                                                             4,642         4,271

 Auditor's remuneration
 Fees payable to the Group's auditor and its associates for the audit of the                                           57            53
 Group's annual accounts
 Total fees payable for audit services                                                                                 57            53

 No fees were payable to the Group's auditor and its associates for other
 services.

 

8         Employee benefits costs

                                                     Group                       Company
                                                     31 March      31 March      31 March       31 March
                                                     2026          2025          2026           2025

 Development staff                                   80            78            80             78
 Administrative staff                                78            73            65             62
 Management staff                                    11            11            11             11
                                                     169           162           156            151

                                                     Group                       Company
                                                     31 March      31 March      31 March       31 March
                                                     2026          2025          2026           2025

 Wages and salaries                                  11,090        9,269         9,395          7,821
 Social security costs                               1,093         833           1,093          833
 Defined contribution pension                        389           351           389            351
 Share incentive scheme                              179           142           179            142
 Equity-settled share-based payment                  546           445           546            445
 Cash-settled share-based payment                    5             (13)          5              (13)
                                                     13,302        11,027        11,607         9,579

 Total gross wages and salaries capitalised          5,125         4,677         5,125          4,677

 

 

 

 

9         Key management personnel emoluments

                                                                                                                                              Group and company
                                                                                                                                              31 March          31 March
                                                                                                                                              2026              2025
                                                                                                                                              £'000             £'000

 Wages and salaries                                                                                                                           784               535
 Social security costs                                                                                                                        72                61
 Defined contribution pension                                                                                                                 9                 8
 Equity-settled share-based payment                                                                                                           88                61
                                                                                                                                              953               665

 The number of directors who accrued benefits under the company pension plans:
 Defined contribution plans                                                                                                                   1                 1

 Remuneration of the highest paid director in respect of qualifying services:
 Aggregate remuneration                                                                                                                       309               171

 Key management refers to the directors of the Group.

 

 

10      Finance costs

                                                                31 March      31 March
                                                                2026          2025
                                                                £'000         £'000

 Interest expense on lease liabilities                          70            37

 

 

 

 

11      Taxation

                                                                            31 March      31 March
                                                                            2026          2025
                                                                            £'000         £'000

 Current taxation
 UK corporation tax on profits for the year                                 278           160
 Foreign current tax expense                                                55            30
 Adjustments relating to prior years                                        39            (794)
                                                                            372           (604)
 Deferred taxation
 Origination and reversal of temporary differences                          33            27
 Adjustments relating to prior periods                                      111           960
                                                                            144           987

 Total taxation charge                                                      516           383

 

                                                                                          31 March    31 March
                                                                                          2026        2025
                                                                                          £'000       £'000

 Profit before tax for the year                                                           1,244       720

 Tax thereon at 25% (2025 25%)                                                            311         180

 Effects of:
 Items disallowable for tax purposes                                                      (97)        (63)
 Adjustments in respect of prior periods - current tax                                    39          (872)
 Adjustments in respect of prior periods - deferred tax                                   111         960
 R&D credit                                                                               72          59
 Timing differences not recognised in the computation                                     32          64
 Deferred tax (charged)/credited directly to equity                                       (7)         (23)
 Overseas tax                                                                             55          78
 Taxation charge                                                                          516         383

 

 

 

12      Intangible assets

Included within intangible assets are the following significant items:

·      Acquired intellectual property from business combinations, cost
of patent applications and on-going patent maintenance fees.

·     Capitalised internal development costs representing expenditure
relating to technological advancements on the core product base of the Group.
These costs meet the requirement of IAS 38 (Intangible Assets) and will be
amortised over the future commercial life of the related product. Amortisation
is charged to administrative expenses.

 

 

                                         Intellectual      Development      Group

                                         property          Costs            Total
                                         £'000             £'000            £'000
 Cost
 At 1 April 2024                         3,545             34,260           37,805
 Additions                               28                4,836            4,864
 Disposals                               (14)              (2,343)          (2,357)
 Impairments                             -                 (229)            (229)
 At 31 March 2025                        3,559             36,524           40,083

 Amortisation
 At 1 April 2024                         2,756             22,939           25,695
 Charge for the year                     281               4,271            4,552
 Eliminated on disposal                  (14)              (2,343)          (2,357)
 Impairments                             -                 (62)             (62)
 At 31 March 2025                        3,023             24,805           27,828

 Net book value
 31 March 2024                           789               11,321           12,110

 31 March 2025                           536               11,719           12,255

                                         Intellectual      Development      Company

                                         property          Costs            Total
                                         £'000             £'000            £'000
 Cost
 At 1 April 2024                         2,237             34,260           36,497
 Additions                               28                4,836            4,864
 Disposals                               (14)              (2,343)          (2,357)
 Impairments                             -                 (229)            (229)
 At 31 March 2025                        2,251             36,524           38,775

 Amortisation
 At 1 April 2024                         2,221             22,939           25,160
 Charge for the year                     13                4,271            4,284
 Eliminated on disposal                  (14)              (2,343)          (2,357)
 Impairments                             -                 (62)             (62)
 At 31 March 2025                        2,220             24,805           27,025

 Net book value
 31 March 2024                           16                11,321           11,337

 31 March 2025                           31                11,719           11,750

 

 

12      Intangible assets (continued)

 

                                         Intellectual      Development      Group

                                         property          Costs            Total
                                         £'000             £'000            £'000
 Cost
 At 1 April 2025                         3,559             36,524           40,083
 Additions                               19                6,343            6,362
 Disposals                               -                 (2,889)          (2,889)
 At 31 March 2026                        3,578             39,978           43,556

 Amortisation
 At 1 April 2025                         3,023             24,805           27,828
 Charge for the year                     276               4,642            4,918
 Eliminated on disposal                  -                 (2,889)          (2,889)
 At 31 March 2026                        3,299             26,558           29,857

 Net book value
 31 March 2025                           536               11,719           12,255

 31 March 2026                           279               13,420           13,699

 

 

                                         Intellectual      Development      Company

                                         property          Costs            Total
                                         £'000             £'000            £'000
 Cost
 At 1 April 2025                         2,251             36,524           38,775
 Additions                               19                6,343            6,362
 Disposals                               -                 (2,889)          (2,889)
 At 31 March 2026                        2,270             39,978           42,248

 Amortisation
 At 1 April 2025                         2,220             24,805           27,025
 Charge for the year                     24                4,642            4,666
 Eliminated on disposal                  -                 (2,889)          (2,889)
 At 31 March 2026                        2,244             26,558           28,802

 Net book value
 31 March 2025                           31                11,719           11,750

 31 March 2026                           26                13,420           13,446

During the year, a review of the carried development costs brought forward has
resulted in a disposal of £2,888,762 (2025: £2,342,833), and elimination of
amortisation of £2,888,762 (2024: £2,342,833 ) resulting in a net book value
impact of £nil (2025: £nil). This reflects removal of aged spend on product
features that are now considered to be superseded by current product
developments.

 

Following the impairment review of the R&D development costs, no R&D
assets were impaired.

 

In the prior period, capitalised R&D of £229,321 with accompanying
amortisation of £61,917 and NBV £167,404 was fully impaired and removed from
the intangible asset base.

 

 

13      Goodwill

The goodwill arising in a business combination is allocated, at acquisition,
to the cash generating units that are expected to benefit from the business
combination. The Board consider the Group to consist of a single cash
generating unit, reflective of not only the manner in which the Board (who
operate as the Chief Operating Decision Makers) assess and review performance
and resource allocation of the group, but also the centralised cost structure
and pooled assets and liabilities which are critical to revenue generation
across all platforms. The determination of a single cash generating unit
within the group therefore reflects accurately the way the Group manages its
operations and with which goodwill would naturally be associated.

 

                                                      Group
                                                      £'000
 Cost
 As at 31 March 2024                                  2,000

 As at 31 March 2025                                  2,000

 As at 31 March 2026                                  2,000

 

The Group test goodwill for impairment annually, or more frequently if there
are indications that the goodwill has been impaired. Goodwill is tested for
impairment by comparing the carrying amount of the cash generating unit,
including goodwill, with the recoverable amount. The recoverable amounts are
determined based on value-in-use calculations which require assumptions. The
calculations use cashflow projections based on financial budgets approved by
the Board covering a two year period, together with management forecasts for a
further three year period. These budgets and forecasts have regard to
historical financial performance and knowledge of the current market, together
with the Group's views on the future achievable growth and the impact of
committed cashflows. Cashflows beyond this are extrapolated using estimated
growth rates.

 

Key assumptions used in the value in use calculation:

·    The terminal cash flows are extrapolated in perpetuity using a growth
rate of 2%, (2025: 2%) which has been based on management judgement reflecting
sector and industry experience. This is not considered to be higher than the
average long-term industry growth rate.

·     The discount rate is based on the weighted average cost of capital
(WACC) of 12.7% (2025: 12.7%), which would be anticipated for a market
participant investing in the Group. WACC was tested for materiality based on
movement of up to +/- 1.5% and there remained no indications of impairment.

 

Management has performed sensitivity analysis on the key assumptions both with
other variables held constant and with the other variables simultaneously
changed. Management has concluded that there are no reasonable changes in the
key assumptions that would cause the carrying amount of goodwill to exceed the
value in use for the cash generating unit.

 

No evidence of impairment was found at the balance sheet date.

 

 

 

14      Plant and equipment

The Group annually reviews the carrying value of tangible fixed assets taking
recognition of the expected working lives of the plant and equipment available
to the Group and known requirements. Depreciation is charged to administrative
expenses.

                                                 Group          Company
                                                 Plant and      Plant and
                                                 equipment      equipment
                                                 Total          Total
                                                 £'000          £'000
 Cost
 At 1 April 2024                                 676            676
 Additions                                       28             28
 Disposals                                       (4)            (4)
 At 31 March 2025                                700            700

 Depreciation
 At 1 April 2024                                 335            335
 Charge for the year                             182            182
 Eliminated on disposal                          (4)            (4)
 At 31 March 2025                                513            513

 Net book value
 31 March 2024                                   341            341

 31 March 2025                                   187            187

 

                                                 Group          Company
                                                 Plant and      Plant and
                                                 equipment      equipment
                                                 Total          Total
                                                 £'000          £'000
 Cost
 At 1 April 2025                                 700            700
 Additions                                       104            104
 Disposals                                       (61)           (61)
 At 31 March 2026                                743            743

 Depreciation
 At 1 April 2025                                 513            513
 Charge for the year                             158            158
 Eliminated on disposal                          (61)           (61)
 At 31 March 2026                                610            610

 Net book value
 31 March 2025                                   187            187

 31 March 2026                                   133            133

 

 

 

15      Inventories

                                                       Group                       Company
                                                       31 March      31 March      31 March       31 March
                                                       2026          2025          2026           2025
                                                       £'000         £'000         £'000          £'000

 Finished goods                                        6,237         6,281         6,237          6,281
 Provision for obsolescence                            (792)         (923)         (792)          (923)
                                                       5,445         5,358         5,445          5,358

 Cost of inventories recognised as an expense          3,993         3,186         3,993          3,186

Group inventories reflect the following movement in provision for
obsolescence:

 

 At start of the financial year      923      502    923      502
 Utilised                            (131)    -      (131)    -
 Provided                            -        421    -        421
 At end of the financial year        792      923    792      923

 

16      Trade and other receivables

                                          Group                       Company
                                          31 March      31 March      31 March       31 March
                                          2026          2025          2026           2025
                                          £'000         £'000         £'000          £'000
 Amounts due within one year
 Trade receivables                        7,656         5,313         7,656          5,314
 Other receivables                        470           -             470            -
 Amounts owed by group companies          -             -             22             173
 Prepayments and accrued income           608           356           607            356
                                          8,734         5,669         8,755          5,843

 

 

Trade receivables are consistent with trading levels across the Group and are
also affected by exchange rate fluctuations.

No interest is charged on the trade receivables.  The Group has reviewed for
estimated irrecoverable amounts in accordance with its accounting policy.

 

The Group's credit risk is primarily attributable to its trade and other
receivables.  Management has a credit policy in place and the exposure to
credit risk is monitored on an ongoing basis.  Credit evaluations are
performed on customers as appropriate to the level of credit extended. In
addition, credit insurance would be sought for major areas of exposure,
although this has not been required in the year under review.

The Group reviews trade receivables past due but not impaired on a regular
basis and considers, based on experience, that the credit quality of these
amounts at the balance sheet date has not deteriorated since the date of the
transaction.

 

Included in the Group's trade receivables balance are debtors with a carrying
amount of £1,315,356 (2025: £1,383,956), which are past due at the reporting
date but for which the Group has not provided against. As there has not been a
significant change in credit quality, the Group believes that all amounts
remain recoverable.

 

Ageing of past due but not impaired trade receivables

                     Group                       Company
                     31 March      31 March      31 March       31 March
                     2026          2025          2026           2025
                     £'000         £'000         £'000          £'000
 Overdue by
 0-30 days           1,094         1,181         1,094          1,181
 30-60 days          24            191           24             191
 60+ days            197           12            197            12
                     1,315         1,384         1,315          1,384

16      Trade and other receivables

 

The Directors consider that the carrying amount of trade and other receivables
approximates their fair value.

 

Note 21 includes disclosures relating to the credit risk exposures and
analysis relating to the allowance for expected credit losses.

The calculated credit risk is £31,100 (2025: £24,739). Due to the immaterial
nature of the balance, no provision has been recognised.

Whilst trade receivables are elevated at the year end, this reflects timing on
the shipment completion of a large contract, rather than an indication of
detrimental recovery performance.

 

 

17      Cash and cash equivalents

Cash and cash equivalent amounts included in the Consolidated Statement of
Cashflows comprise the following:

 

                                          Group                       Company
                                          31 March      31 March      31 March       31 March
                                          2026          2025          2026           2025
                                          £'000         £'000         £'000          £'000

 Cash at bank                             9,306         10,786        9,225          10,631
 Cash on short term deposit               -             126           -              126
 Total cash and cash equivalents          9,306         10,912        9,225          10,757

Short term cash deposits of £nil (2025: £126,034) are callable on a notice
of 95 days.

 

The directors consider that the carrying value of cash and cash equivalents
and short-term investments approximates their fair value. Details of the
Group's credit risk management are included in note 21.

 

 

18      Trade and other payables

                                          Group                        Company
                                                        *Restated                     *Restated
                                          31 March      31 March       31 March       31 March
                                          2026          2025           2026           2025
                                          £'000         £'000          £'000          £'000
 Amounts due within one year
 Trade payables                           2,674         987            2,657          969
 Other taxes and social security          265           226            265            226
 Other payables                           111           88             111            88
 Accruals                                 1,832         739            1,825          731
 Deferred RDEC credit                     552           428            551            428
 Deferred income                          2,979         3,427          2,979          3,424
                                          8,413         5,895          8,388          5,866
 Amounts due after one year
 Deferred RDEC credit                     1,043         737            1,043          737
 Deferred income                          1,115         1,411          1,115          1,411
                                          2,158         2,148          2,158          2,148

 Total amounts due                        10,571        8,043          10,546         8,014

 

Trade and other payables are consistent with trading levels across the Group
but are also affected by exchange rate fluctuations.

 

Trade payables and accruals principally comprise amounts outstanding for trade
purchases and ongoing costs.  The Group has financial risk management
policies in place to ensure all payables are paid within the agreed credit
terms.

 

The directors consider that the carrying amount of trade and other payables
approximates their fair value.

 

 

 

 

 

19      Leases

 

Right of use assets

The Group leases land and buildings for its head office in Linlithgow,
Scotland. The current lease was agreed on 1 December 2024 and will run for the
5 year period to 30 November 2029.  On 4 March 2022 the Group agreed an
additional premises lease for office space in Belfast. This lease has an
initial 5 year term and will run until 4 March 2027.

 

The Group leases IT equipment with contract terms ranging between 1 to 2
years.  The Group has recognised right-of use assets and lease liabilities
for these leases.

 

The carrying value of right of use assets, and lease obligations recognised
with respect to these leases are shown below:

 

                                 Building                        Group       Company

                                 Lease         IT equipment      Total       Total
                                 £'000         £'000             £'000       £'000
 Cost
 At 1 April 2025                 1,362         79                1,441       1,441
 Additions                       -             -                 -           -
 Disposals                                                       -           -
 At 31 March 2026                1,362         79                1,441       1,441

 Amortisation
 At 1 April 2025                 247           79                326         326
 Charge for the year             272           -                 272         272
 Eliminated on disposal          -             -                 -           -
 At 31 March 2026                519           79                598         598

 Net book value
 31 March 2025                   1,115         -                 1,115       1,115

 31 March 2026                   843           -                 843         843

 

 Right-of-use assets                          Group                       Company
                                              31 March      31 March      31 March       31 March
                                              2026          2025          2026           2025
                                              £'000         £'000         £'000          £'000

 Balance at 1 April                           1,115         287           1,115          287
 Additions to right of use assets             -             1,079         -              1,079
 Disposals of right of use assets             -             (852)         -              (852)
 Amortisation charge for the year             (272)         (251)         (272)          (251)
 Amortisation eliminated on disposal          -             852           -              852
 Balance at 31 March                          843           1,115         843            1,115

 

 

 

19      Leases (continued)

 

Lease liabilities

                                                Group                       Company
                                                31 March      31 March      31 March       31 March
                                                2026          2025          2026           2025
                                                £'000         £'000         £'000          £'000

 Balance at 1 April                             1,217         415           1,217          415
 Acquisition of new leases                      -             1,079         -              1,079
 Payment of lease liabilities                   (359)         (314)         (359)          (314)
 Interest expense on lease liabilities          70            37            70             37
 Balance at 31 March                            928           1,217         928            1,217

 Disclosed as
 Current                                        301           289           301            289
 Non-current                                    627           928           627            928
                                                928           1,217         928            1,217

 

 

Amounts recognised in the income statement

                                               Group                       Company
                                               31 March      31 March      31 March       31 March
                                               2026          2025          2026           2025
                                               £'000         £'000         £'000          £'000

 Depreciation charge - building lease          272           236           272            236
 Depreciation charge - IT equipment            -             15            -              15
 Interest on lease liabilities                 70            37            70             37
 Low value lease rental                        222           180           222            180

 

Amounts recognised in statement of cashflows

                                        Group                       Company
                                        31 March      31 March      31 March       31 March
                                        2026          2025          2026           2025
                                        £'000         £'000         £'000          £'000

 Total cash outflow for leases          (359)         (314)         (359)          (314)

 

A maturity analysis of contractual cashflows relating to lease liabilities is
included in note 21 (d).

 

 

 

 

20      Deferred tax

 

Deferred tax asset

                                                                            Group                            Company
                                                                                 *Restated                   *Restated
                                                                            31 March           31 March      31 March        31 March
                                                                            2026               2025          2026            2025
                                                                            £'000              £'000         £'000           £'000

 Opening balance                                                            591                1,538         591             1,538
 Recognised in statement of comprehensive income                            120                (947)         120             (947)
 Closing balance                                                            711                591           711             591

 Deferred tax assets arise as follows:
 Unused tax losses                                                          205                248           205             248
 Deferred RDEC credit                                                       399                292           399             292
 Share-based remuneration                                                   80                 29            80              29
 Other timing differences                                                   27                 22            27              22
 Total deferred tax asset                                                   711                591           711             591

Deferred tax liability

                                                                                 Group                       Company
                                                                                 31 March      31 March      31 March       31 March
                                                                                 2026          2025          2026           2025
                                                                                 £'000         £'000         £'000          £'000

 Opening liability                                                               2,940         2,877         2,814          2,683
 Recognised in statement of comprehensive income                                 238           41            301            109
 Recognised in equity                                                            7             22            7              22
 Closing liability                                                               3,185         2,940         3,122          2,814

 Deferred tax liabilities arise as follows:
 Deferred tax on acquisition                                                     63            126           -              -
 Timing differences on development costs                                         3,073         2,793         3,073          2,793
 Accelerated capital allowances                                                  49            21            49             21
 Total deferred tax liability                                                    3,185         2,940         3,122          2,814

 

 

 

 

 

21      Financial instruments

The Group's activities expose it to a variety of financial risks: market risk
(including foreign currency risk, price risk and interest rate risk), credit
risk and liquidity risk. The Group's overall risk management program focuses
on the unpredictability of financial markets and seeks to minimise potential
adverse effects on the financial performance of the Group. When required, the
Group uses derivative financial instruments in the form of forward foreign
exchange contracts to hedge certain risk exposures. Derivatives are
exclusively used for hedging purposes, and not as trading or other speculative
instruments. The Group uses different methods to measure different types of
risk to which it is exposed. These methods include sensitivity analysis in the
case of interest rate, foreign exchange and other price risks and ageing
analysis for credit risk.

 

Capital management

The Board's policy is to maintain a strong capital base so as to cover all
liabilities and to maintain the business and to sustain its development. The
Board defines capital as total equity, as recognised in the statement of
financial position, plus net debt. Net debt is calculated as total borrowings
less cash and cash equivalents.  In order to maintain or adjust the capital
structure, the Group may return capital to shareholders, issue new shares or
sell assets to reduce debt.

 

There were no changes in the Group's approach to capital management during the
year.

 

Neither the Company nor any of its subsidiaries are subject to externally
imposed capital requirements.

 

(a)       Categories of financial instruments

                                                                              Group                       Company
                                                                              31 March      31 March      31 March       31 March
                                                                              2026          2025          2026           2025
                                                                              £'000         £'000         £'000          £'000
 Financial assets (current and non-current) at amortised cost
 Trade and other receivables                                                  7,656         5,313         7,656          5,314
 Cash and cash equivalents                                                    9,306         10,912        9,225          10,757

 Financial liabilities (current and non-current) at amortised cost
 Lease liabilities                                                            928           1,217         928            1,217
 Trade and other payables                                                     4,617         1,815         4,593          1,788

 

 

 

 

21      Financial instruments (continued)

 

Financial risk management objectives

 

The Group's senior management team manage the financial risks relating to the
operations of each department.  These risks include market risk, credit risk
and liquidity risk.

 

Where appropriate, the Group seeks to minimise the effects of market risks by
using financial instruments to mitigate these risk exposures as appropriate.
The Group does not enter into or trade in financial instruments for
speculative purposes.

 

(b)      Market risks

Foreign currency risk

The Group's activities expose it primarily to the financial risks of changes
in foreign currency exchange rates.

 

 As at 31 March 2026                            Sterling            Euro                US Dollar            Total
                                                £'000               £'000               £'000                £'000

 Trade receivables                              278                 3,520               3,858                7,656
 Lease liabilities                              (928)               -                   -                    (928)
 Trade payables                                 (2,181)             (9)                 (484)                (2,674)
 Cash and cash equivalents                      7,786               187                 1,333                9,306
                                                4,955               3,698               4,707                13,360

 Based on this exposure, had Pound Sterling weakened by 5% the Group's profit
 before tax would have been £420,250 lower. The percentage change is based on
 management's assessment of reasonable possible fluctuations.

 

 As at 31 March 2025                Sterling      Euro        US Dollar      Total
                                    £'000         £'000       £'000          £'000

 Trade receivables                  286           84          4,943          5,313
 Lease liabilities                  (1,217)       -           -              (1,217)
 Trade payables                     (946)         -           (41)           (987)
 Cash and cash equivalents          7,490         229         3,193          10,912
                                    5,613         313         8,095          14,021

 

Based on this exposure had Pound Sterling weakened by 5% the Group's profit
before tax would have been £420,400 lower. The percentage change is based on
management's assessment of reasonable possible fluctuations.

 

Interest rate risk

The Group is not exposed to any significant interest rate risk as borrowings
are obtained at fixed rates.

 

Other market price risk

The Group is not exposed to any other significant market price risks.

 

 

 

 

21      Financial instruments (continued)

(c)       Credit risk management

Credit risk is the risk of financial loss to the Group if a customer or
counterparty to a financial instrument fails to meet its contractual
obligations and arises principally from the Group's receivables from
customers.

 

The Group's principal financial assets, other than business assets, are trade
and other receivables and cash and cash equivalents.  These represent the
Group's maximum exposure to credit risk in relation to financial assets.

 

 

                                      Group                       Company
                                      31 March      31 March      31 March       31 March
                                      2026          2025          2026           2025
                                      £'000         £'000         £'000          £'000

 Trade and other receivables          7,656         5,313         7,656          5,314
 Cash and cash equivalents            9,306         10,912        9,225          10,757
                                      16,962        16,225        16,881         16,071

 

 

Trade and other receivables

The Group's exposure to credit risk is influenced mainly by the individual
characteristics of each customer.

 

The balance presented in the balance sheet is net of allowances for doubtful
receivables and returns, estimated by the Group's management based on prior
experience and their assessment in the current economic climate. No adjustment
has been estimated for the allowance for credit loss.

 

The Group's main concentration of credit risk relates to where a credit risk
management approach is employed, including strict retention of title, customer
stock holding visibility and the use of credit insurance.

 

The Group applies the IFRS 9 Financial Instruments simplified model of
recognising lifetime expected credit losses for all trade receivables as these
items do not have a significant financing component.

 

In measuring the expected credit losses, the trade receivables have been
assessed on a collective basis as they possess shared credit risk
characteristics. They have been grouped based on the days past due.

 

The expected credit loss for trade receivables as at 31 March 2026 and 31
March 2025 were determined as follows:

 

 

 

 Days past due                             0          1-30       31-60      >60         Total
 2026
 Balance outstanding (£'000)               6,341      1,094      24         197         7,656
 Historic loss rate                        0%         0%         0%         0%
 Estimated credit loss provision           0.25%      1%         1.5%       2%
 Potential credit loss allowance (£'000)   16         11         0          4           31

 

 Days past due                             0          1-30       31-60      >60         Total
 2025
 Balance outstanding (£'000)               3,930      1,181      191        12          5,314
 Historic loss rate                        0%         0%         0%         0%
 Estimated credit loss provision           0.25%      1%         1.5%       2%
 Potential credit loss allowance (£'000)   10         12         3          0           25

 

Due to the immaterial nature of the assessed credit risk, no provision has
been recognised for 31 March 2026 or 31 March 2025.

 

 

 

 

21      Financial instruments (continued)

 

(c)       Credit risk management (continued)

 

Cash

Cash is held with banks in the UK and US with high credit ratings and no
financial loss due to the banks' failure to meet their contractual obligations
is expected.

 

(d)      Liquidity risk management

The Group manages liquidity risk through the monitoring of forecast cash flows
and through the use of bank loans when required, thereby maintaining
sufficient liquid assets to fund its contractual obligations and maintain the
ongoing development of the Group.

The table below provides an analysis of the Group's financial liabilities to
be settled on a gross basis by relevant maturity categories from the balance
sheet date to the contractual settlement date. The table includes both
interest and principal cash flows disclosed as remaining contractual
maturities and therefore these totals may differ from their carrying amount in
the statement of financial position.

                    1 year or      1 to         2 to         Over 5      Total
                    less           2 years      5 years      years       liabilities
 31 March 2026      £'000          £'000        £'000        £'000       £'000

 Trade payables     2,674          -            -            -           2,674
 Other payables     1,943          -            -            -           1,943
 Lease liabilities  279            222          427          -           928
                    5,161          222          427          -           5,810

 

 

                    1 year or      1 to         2 to         Over 5      Total
                    less           2 years      5 years      years       liabilities
 31 March 2025      £'000          £'000        £'000        £'000       £'000

 Trade payables     987            -            -            -           987
 Other payables     1,044          -            -            -           1,044
 Lease liabilities  289            312          278          338         1,217
                    2,320          312          278          338         3,248

 

 

22      Retirement benefits

Contributions by Group companies are charged to the income statement as an
expense as they fall due. The amount recognised as an expense in relation to
defined contributions plans was £389,388 (2025: £351,251).

 

 

 

 

23      Share-based payments

 

                                                              31 March      31 March
                                                              2026          2025
                                                              £'000         £'000
 Charged to administration expenses:
 Equity settled share-based payments                          546           445
 Cash settled share-based payments                            5             (13)
 Total share-based payments                                   551           432

 

During the year 395,000 share options were granted (2025: 386,000) exclusive
of the management LTIP. The fair value of share options granted has been
estimated at the date of the grant using the Black-Scholes model. Expected
volatility in the current year was determined by calculating the historical
volatility of the Group's share price over the previous year, which the Board
consider to be representative of future volatility.

 

The following table gives the assumptions made in arriving at the share-based
payment charge and the fair value:

 

                                                                  31 March      31 March
                                                                  2026          2025

 Options issued                                                   395,000       386,000
 Weighted average share price (pence)                             46            57
 Weighted average exercise price (pence)                          1             1
 Expected volatility (%)                                          39%-51%       43%-67%
 Vesting period (years)                                           3-5           3-5
 Option life (years)                                              10            10
 Risk free rate (%)                                               4.5           5.0
 Dividend yield (%)                                               1.5           1.25
 Fair value at grant date (£'000)                                 143           175

 

 

 

 Equity options in issue brought forward                          4,863,850      5,191,183
 Equity options issued in the year                                395,000        386,000
 Equity options realised in the year                              (100,000)      (333,334)
 Equity options forfeited in the year                             (206,000)      (379,999)
 Equity options in issue carried forward                          4,952,850      4,863,850

 

 As at 31 March 2026                                                                       Tranche       Tranche        Tranche        Tranche
 Number of option awards in issue                                                         675,000        1,854,300      2,368,550      55,000
 Exercise price (pence)                                                                   1              48             112-118        155-158
 Share price as at 31 March 2026 (pence)                                                  46             46             46             46
 Weighted average share price for year ended 31 March 2026 (pence)                        51             51             51             51
 Number of options available to exercise at 31 March 2026                                 -              1,854,300      1,610,667      18,333
 Average period remaining of options in issue (months)                                    -              103            111            112

 

 

 

23      Share-based payments (continued)

During the year 20,000 cash settled options were granted (2025: 25,000). The
fair value has been measured at the reporting date using the Black-Scholes
model. Due to the proximity of the reporting date to the issue of equity
settled share options granted, the model assumptions on volatility, risk free
rate, and dividend yield used for the cash settled options do not materially
differ from those in the table above.

                                                                  31 March      31 March
                                                                  2026          2025

 Options issued                                                   20,000        25,000
 Weighted average share price (pence)                             42            46
 Weighted average exercise price (pence)                          1             1
 Vesting period (years)                                           3-5           3-5
 Option life (years)                                              10            10
 Fair value at reporting date (£'000)                             7             9

 

 

 As at 31 March 2026
 Number of awards in issue                                                                                45,000      25,000
 Exercise price (pence)                                                                                   1           1
 Share price as at 31 March 2026 (pence)                                                                  46          46
 Weighted average share price for year ended 31 March 2026 (pence)                                        46          42
 Number of options available to exercise at 31 March 2026                                                 nil         nil

 

During the year a further management long term incentive plan ('LTIP') was
created inclusive of market based vesting conditions. To determine fair value,
a Black-Scholes model was utilised for the EPS tranche, and a Monte Carlo
valuation for the TSR tranche. Further details can be found on the LTIP
vesting criteria within the Remuneration Committee report. The cumulative
charge to overhead for the year from the management LTIPs in issue was
£237,282 (2025: £111,549).

 

Due to the inclusion of performance-based measures beyond only the passage of
time, these performance-based employee share options have been treated as
contingently issuable shares in the calculation of both basic and diluted
earnings per share. The performance measures will be assessed (based on
audited data) by the Remuneration Committee at the end of the 3-year period.

 

                                                  2026 LTIP        2026 LTIP        2025 LTIP        2025 LTIP
                                                  EPS Tranche      TSR Tranche      EPS Tranche      TSR Tranche

 Options issued                                   475,317          475,317          393,173          393,172
 Share price at grant date (pence)                55               55               48               48
 Exercise price (pence)                           1                1                1                1
 Risk free rate                                   -                4%               -                4%
 Dividend yield                                   2%               2%               2%               2%
 Expected term (years)                            3                3                3                3
 Volatility (simulating TSR performance)          -                37%              -                37%

 

 As at 31 March 2026 - Open LTIP options
                                                                                 TSR Tranche      EPS Tranche      Revenue Tranche                     Total

 Options in issue FY24 Management LTIP                                           157,181          314,361          157,181              628,723
 Fair value (£'000)                                                              72               340              170                  582
 Exercise price (pence)                                                          1                1                1
 Options available to exercise at 31 March 26                                    Nil              Nil              Nil

 Options in issue FY25 Management LTIP                                           393,172          393,173          -                    786,345
 Fair value (£'000)                                                              24               177              -                    201
 Exercise price (pence)                                                          1                1                -
 Options available to exercise at 31 March 26                                    Nil              Nil              -

 Options in issue FY26 Management LTIP                                           475,317          475,317          -                    950,634
 Fair value (£'000)                                                              242              71               -                    313
 Exercise price (pence)                                                          1                1                -
 Options available to exercise at 31 March 26                                    Nil              Nil              Nil

24      Share option reserve

 

 Share option reserve reconciliation                                                                    31 March      31 March
                                                                                                        2026          2025
                                                                                                        £'000         £'000

 Opening balance                                                                                        1,764         1,414
 Equity settled share-based payments                                                                    546           445
 Share options realised or forfeited                                                                    1             (72)
 Deferred taxation on share options: charge recognised in equity                                        (7)           (23)
 Total share option reserve                                                                             2,304         1,764

 

 

25      Group companies

 

 
                    Country of registration
 
                              % of direct shares held

Subsidiary undertakings                            or
incorporation                                  Principal
activity
          2026            2025

Calnex Americas Corporation                     USA
                                             Sales and
marketing
   100%           100%

 
                     Registered office:
             Support services to

 
                     7736 Main street PA 18051
Calnex Solutions plc

 

 

26      Called up share capital

As at 31 March 2026, the Company had 87,991,636 (2025: 87,891,636) issued and
fully paid Ordinary Shares held at a nominal value of 0.125p. During the year,
exercise of share options resulted in 100,000 shares being issued.

 

 

                                                                                Group and Company
                                                                            31 March              31 March
                                                                            2026                  2025
                                                                            £'000                 £'000

 Ordinary shares of 0.125p each                                             110                   110

 In issue at the start of the financial year                                110                   109
 Share options exercised                                                    -                     1
 In issue at end of the financial year                                      110                   110

 

 

 

 

27      Earnings per share

Basic earnings per share is calculated by dividing the earnings attributable
to ordinary shareholders by the weighted average number of Ordinary Shares in
issue during the year.

 

Diluted earnings per share is calculated by dividing the earnings attributable
to ordinary shareholders by the total of the weighted average number of
Ordinary Shares in issue during the year and adjusting for the dilutive
potential Ordinary Shares relating to share options and warrants.

                                                                                          31 March      31 March
                                                                                          2026          2025
                                                                                          £'000         £'000

 Profit after tax attributable to shareholders                                            728           337

 Weighted average number of ordinary shares used in calculating:
 Basic earnings per share                                                                 87,947        87,614
 Diluted earnings per share                                                               90,592        92,852

 Earnings per share - basic (pence)                                                       0.83          0.38
 Earnings per share - diluted (pence)                                                     0.80          0.36

 

At 31 March 2026 2,423,550 (2025 2,423,550) share options were outstanding
with an exercise price between £1.12-£1.58 per share (note 23).  These
options have been excluded from the calculation of diluted earnings per share
as they were anti-dilutive in the current period, the exercise price being
materially above the average market price of the Company's ordinary shares
during the year. These options could be dilutive in future periods.

 

There are currently 2,635,702 (2025: 1,415,068) contingently issuable shares
on the management LTIP that have not yet met the performance measures for
recognition (note 23). These options have been excluded from the calculation
of diluted earnings per share but also could be dilutive in future periods.

 

28      Notes to the Statement of Cashflow

Reconciliation of changes in liabilities to cashflows arising from financing
activities

                                                         Lease
                                                         liabilities  Total
                                                         £'000        £'000

 Balance at 31 March 2025                                1,217        415

 Lease repayment                                         (359)        (314)

 Interest payments                                       70           37
 Total changed from financing cashflows                  (289)        (277)

 Acquisition of new lease                                -            1,079
 Total other changes                                     -            1,079

 Balance at 31 March 2026                                928          1,217

 

 

 

 

29      Share incentive plans

The company operates a number of share incentive plans on behalf of its
employees, details of which can be found in the Remuneration Committee
report.  Included in these are the UK Share Incentive Plan and a cash settled
phantom plan for Non-UK employees:

 

UK Employee Share Incentive Plan (UK SIP)

The UK SIP is an all-employee HMRC approved share plan open to employees based
in the UK. Employees can elect to invest up to £150 each month (£1,800 per
year), deducted from their gross salary, which is used to purchase shares at
market value as "partnership" shares. The Company offers participants
"matching" shares, which are subject to forfeiture for three years, on the
basis of one free matching share for each partnership share purchased.

 

Non-UK Employee Incentive Plan

Under the UK SIP Plan, shares may only be awarded to UK based employees of the
Group. As the Board also wanted to have the discretion to grant awards to
contractors and overseas employees, it was necessary to set up a separate
Non-UK Employee Incentive Plan under the rules of the Notional Plan (refer to
the Remuneration Committee Report for more detail).  This Plan acts as a
non-tax advantaged shadow equity interest plan to the UK SIP, mirroring the UK
SIP awards for overseas employees and contractors with equity ownership being
replaced by cash settlement.  The non-UK Employee Incentive plan is therefore
available to employees in countries other than the UK, on a cash-settled
basis. Employees can elect to save funds up to £150 each month (£1,800 per
year), deducted from their pre-tax salary, for a 12-month period, and matched
by the Group. In the cash settled model, these savings are then returned to
the participant at the prevailing market share price at the end of the savings
period, had the funds been used to purchase Calnex Solutions plc shares
(returns being fully funded by the Group). Employees participating in this
scheme during the period under review included those based in China, Hong Kong
and India and the USA. The fair value assessment of this obligation at the
year-end was £95,000 (2025: £70,000) and is included within other creditors.

 

30      Dividends

All dividends are determined and paid in Pound Sterling.

                                                                                                                              31 March            31 March
                                                                                                                              2026                2025
                                                                                                                              £'000               £'000
 Declared and paid in the year
 Final dividend 2024: 0.62p per share                                                                                         -                   543
 Interim dividend 2025: 0.31p per share                                                                                       -                   271
 Final dividend 2025: 0.62p per share                                                                                         545                 -
 Interim dividend 2026 0.31p per she                                                                                          273                 -

 Proposed for approval at the Annual General Meeting (not recognised as a
 liability at 31 March 2026)
 Final dividend 2026: 0.68 per share

 The directors are proposing a final dividend with respect to the financial
 year ended 31 March 2026 of 0.68p per share, which will represent £598,343 of
 a dividend payment.  The final dividend will be proposed for approval at the
 Annual General Meeting in September 2026 and, if approved, will be paid on 8
 September 2026 to all shareholders on the register as at close of business on
 14 August 2026, the record date. The ex-dividend date will be 13 August 2026.

31      Change in accounting policy

In prior periods, RDEC income was recognised in the financial year in which
the related research and development expenditure was incurred. This treatment
was appropriate given the nature of the Group's research and development
activities at that time and the relative materiality of this income. Given the
increasing levels of RDEC income, the Directors have concluded that a change
in accounting policy is appropriate, to recognise RDEC income which is in
respect of capitalised costs over the amortisation profile of related
capitalised assets associated with this spend.

 

The Directors deem this appropriate following the recent changes in UK HMRC
legislation merging the SME & RDEC schemes together, coupled with the
Groups ongoing commitment to UK R&D activities, forecast to increase the
future materiality of the RDEC claim to the Group.

 

The Directors believe that this change in policy maintains the faithful
representation of financial performance of the Group but also results in
improved alignment between the recognition of RDEC income and the pattern of
consumption of the underlying R&D expenditure to which it relates,
providing increased clarity to the users of the financial statements.

 

The change has been applied retrospectively from 1 April 2024. The impact to
the financial statements has been detailed below.

 

Due to immateriality, there is no impact to the Group or Company Statement of
Comprehensive Income.

 

The following changes have been processed through the Group and Company
Statement of Financial Position.

 

 

31      Change in accounting policy

 

                                    Group                                     Company
                                    Restated      Original      Delta         Restated       Original       Delta
                                    31 March      31 March      31 March      31 March      31 March        31 March
                                    2025          2025          2025          2025          2025            2025
                                    £'000         £'000         £'000         £'000         £'000           £'000
 Non current assets
 Intangible assets                  12,255        12,255        -             11,750        11,750          -
 Goodwill                           2,000         2,000         -             -             -               -
 Plant and equipment                187           187           -             187           187             -
 Right of use assets                1,115         1,115         -             1,115         1,115           -
 Deferred tax asset                 591           299           292           591           299             292
                                    16,148        15,856        292           13,643        13,351          292

 Current assets
 Inventories                        5,358         5,358         -             5,358         5,358           -
 Trade and other receivables        5,669         5,669         -             5,843         5,843           -
 Corporation tax receivable         684           684           -             713           713             -
 Cash and cash equivalents          10,912        10,912        -             10,757        10,757          -
                                    22,623        22,623        -             22,671        22,671          -

 Total assets                       38,771        38,479        292           36,314        36,022          292

 Current liabilities
 Trade & other payables             5,895         5,467         428           5,866         5,438           428
 Lease liabilities                  289           289           -             289           289             -
 Total current liabilities          6,184         5,756         428           6,155         5,727           428

 Non-current liabilities
 Trade & other payables             2,148         1,411         737           2,148         1,411           737
 Lease liabilities                  928           928           -             928           928             -
 Deferred tax liabilities           2,940         2,940         -             2,814         2,814           -
 Total non-current liabilities      6,016         5,279         737           5,890         5,153           737

 Total liabilities                  12,200        11,035        1,165         12,045        10,880          1,165

 Net assets                         26,571        27,444        (873)         24,269        25,142          (873)

 Equity
 Share capital                      110           110           -             110           110             -
 Share premium                      7,671         7,671         -             7,671         7,671           -
 Share option reserve               1,764         1,764         -             1,764         1,764           -
 Retained earnings                  17,026        17,899        (873)         14,724        15,597          (873)
 Total equity                       26,571        27,444        (873)         24,269        25,142          (873)

 

 

 

 

31      Change in accounting policy (continued)

 

                                    Group                                     Company
                                    Restated      Original      Delta         Restated       Original       Delta
                                    31 March      31 March      31 March      31 March      31 March        31 March
                                    2024          2024          2024          2024          2024            2024
                                    £'000         £'000         £'000         £'000         £'000           £'000
 Non current assets
 Intangible assets                  12,110        12,110        -             11,337        11,337          -
 Goodwill                           2,000         2,000         -             -             -               -
 Plant and equipment                341           341           -             341           341             -
 Right of use assets                287           287           -             287           287             -
 Deferred tax asset                 1,538         1,246         292           1,538         1,246           292
                                    16,276        15,984        292           13,503        13,211          292

 Current assets
 Inventories                        5,373         5,373         -             5,373         5,373           -
 Trade and other receivables        3,340         3,340         -             3,570         3,570           -
 Corporation tax receivable         435           435           -             435           435             -
 Cash and cash equivalents          11,868        11,868        -             11,683        11,683          -
                                    21,016        21,016        -             21,061        21,061          -

 Total assets                       37,292        37,000        292           34,564        34,272          292

 Current liabilities
 Trade & other payables             4,845         4,845         -             4,804         4,804           -
 Lease liabilities                  220           220           -             220           220             -
 Total current liabilities          5,065         5,065         -             5,024         5,024           -

 Non-current liabilities
 Trade & other payables             2,675         1,510         1,165         2,675         1,510           1,165
 Lease liabilities                  195           195           -             195           195             -
 Deferred tax liabilities           2,877         2,877         -             2,683         2,683           -
 Provisions                         15            15                          15            15
 Total non-current liabilities      5,762         4,597         1,165         5,568         4,403           1,165

 Total liabilities                  10,827        9,662         1,165         10,592        9,427           1,165

 Net assets                         26,465        27,338        (873)         23,972        24,845          (873)

 Equity
 Share capital                      109           109           -             109           109             -
 Share premium                      7,511         7,511         -             7,511         7,511           -
 Share option reserve               1,414         1,414         -             1,414         1,414           -
 Retained earnings                  17,431        18,304        (873)         14,938        15,811          (873)
 Total equity                       26,465        27,338        (873)         23,972        24,845          (873)

 

 

 

 

32      Alternative performance measures (APMs)

The performance of the Group is assessed using a variety of performance
measures, including APMs which are presented to provide users with additional
financial information that is regularly reviewed by the Board. These APMs are
not defined under IFRS and therefore may not be directly comparable with
similarly identified measures used by other companies.

                                                                                           31 March              31 March
                                                                                           2026                  2025
                                                                                           £'000                 £'000

 Underlying EBITDA                                                                         1,756                 1,151
 Underlying EBITDA %                                                                       8%                    6%
 Capitalised R&D                                                                           6,343                 4,836

 Key performance measures:
 ·      Underlying EBITDA: EBITDA after charging R&D amortisation

 

 Reconciliation of statutory figures to alternative performance measures -
 Income Statement
                                                                          FY26      FY25
                                                                          £000      £000

 Revenue                                                                  21,875    18,386
 Cost of sales                                                            (5,291)   (4,623)
 Gross Profit                                                             16,584    13,763
 Other income                                                             962       913
 Administrative expenses (excluding depreciation & amortisation)          (11,148)  (9,254)
 EBITDA                                                                   6,398     5,422
 Amortisation of development costs                                        (4,642)   (4,271)
 Underlying EBITDA                                                        1,756     1,151
 Other depreciation & amortisation                                        (707)     (714)
 Operating Profit                                                         1,049     437
 Interest received                                                        265       320
 Finance costs                                                            (70)      (37)
 Profit before tax                                                        1,244     720
 Tax                                                                      (516)     (383)
 Profit for the year                                                      728       337

 

 

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