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REG - Chesterfield Special - 2025 Interim Results

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RNS Number : 0955L  Chesterfield Special Cylinders Hdgs  03 June 2025

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the UK version of the EU
Market Abuse Regulation (2014/596) which is part of UK law by virtue of the
European Union (Withdrawal) Act 2018, ("MAR"), and is disclosed in accordance
with the Company's obligations under Article 17 of MAR. Upon the publication
of this announcement via a Regulatory Information Service, this inside
information will be considered to be in the public domain.

3 June 2025

 

 

Chesterfield Special Cylinders Holdings plc

(“CSC " or the “Company”)

2025 Interim Results

 

Chesterfield Special Cylinders Holdings plc (AIM: CSC), formerly Pressure
Technologies plc (AIM: PRES), is pleased to announce its unaudited interim
results for the 26 weeks to 29 March 2025 ("the period").

 

                             H1 FY25  H1 FY24  FY24
                             £m       £m       £m

 Revenue                     5.4      6.5      14.8
 Gross profit                1.0      1.5      3.7
 Adjusted EBITDA(1)          (1.3)    (0.7)    (0.9)
 Adjusted operating loss(2)  (1.7)    (1.1)    (1.7)
 Loss before tax             (2.1)    (1.5)    (2.7)
 Net cash / (borrowings)(3)  1.9      (0.9)    (0.9)
                             Pence    Pence    Pence
 Basic loss per share        (5.4)    (3.7)    (6.1)
 Adjusted loss per share(4)  (4.8)    (3.2)    (4.7)

1 Adjusted EBITDA is earnings before interest, tax, depreciation, amortisation
and other exceptional costs

2 Adjusted operating loss is operating loss before disposal of discontinued
operation, amortisation and other exceptional costs

3 Net cash / (borrowings) comprises cash and cash equivalents and borrowings,
but excludes asset finance lease liabilities and right of use asset lease
liabilities

4 Adjusted basic loss per share is reported earnings per share before disposal
of discontinued operation, amortisation and other exceptional costs

 

Financial highlights

 ●            Revenue of £5.4 million (2024: £6.5 million) and Adjusted EBITDA loss of
              £1.3 million (2024: loss of £0.7 million) reflect the phasing of contracts
              weighted heavily to the second half of the year
 ●            Order intake of £14.2 million in the period (2024: £10.3 million)
              underpinned an order book of £18.0 million at the end of the period (2024:
              £14.9 million)
 ●            Sale of the Precision Machined Components division (PMC) completed in October
              2024, with initial cash consideration of £4.8 million, providing increased
              working capital flexibility
 ●            Repayment of outstanding £1.0 million balance on the term loan facility from
              PMC sale proceeds
 ●            Net cash(3) of £1.9 million at the end of the period (2024: net borrowings of
              £0.9 million)

 

 

Operational and strategic highlights

 ●            Delivery of FY25 objectives demonstrates good strategic progress towards FY28
              targets, securing overseas defence contracts and key hydrogen orders, while
              ramping up Integrity Management services
 ●            Defence revenue of £4.4 million (2024: £5.5 million) reflects phasing of
              newbuild contract milestones and Integrity Management naval deployments
 ●            Recent overseas defence contracts for submarine and surface ship programmes
              for the Australian, Canadian, US and Spanish navies underpin defence outlook
              for the remainder of FY25 and FY26
 ●            Hydrogen revenue of £0.7 million (2024: £0.6 million) reflects in-factory
              lifecycle support services for static storage and road trailers, while
              newbuild project activity is weighted to the second half of the year
 ●            Strategically significant contract secured to supply large-scale hydrogen
              storage systems to the bp Aberdeen Hydrogen Hub project, with delivery planned
              for Q1 2026
 ●            Major contract award under HAR1 previously expected in Q2 2025 now expected in
              Q4 2025. Project approved by UK government and expected to be operational from
              Q1 2028
 ●            Contract secured in Q1 2025 to supply high-pressure storage systems to leading
              European hydrogen refuelling specialist, Atawey for delivery in Q4 FY25
 ●            Cooperation agreement with leading European Type 4 composite cylinder
              manufacturer enables CSC to supply lightweight modular hydrogen storage
              systems and road trailers to meet growing UK demand
 ●            Integrity Management services revenue of £2.1 million (2024: £1.8 million)
              reflects major UK naval deployments, with momentum continuing into the second
              half of the year

 

Current trading and outlook

 ●            Backdrop of geopolitical tensions and increasing global defence budgets
              support a strong outlook for submarine and surface ship newbuild programmes in
              the UK and overseas from FY27
 ●            Defence revenue expected in the second half of the year is underpinned by a
              robust order book for overseas submarine and surface ship programmes
 ●            In April 2025, the UK government reaffirmed commitment to green hydrogen
              production through the Hydrogen Allocation Rounds, for which CSC is well
              positioned to supply storage systems and road trailers
 ●            Hydrogen revenue expected in the second half is supported by full order book
              coverage across newbuild contracts and in-factory lifecycle services, with a
              record revenue performance anticipated for the full year
 ●            Integrity Management revenue expected in the second half from naval and
              offshore services deployments underpins an anticipated record performance for
              the full year
 ●            Strong order intake in the first half supports second-half revenue
              expectations and a return to full-year Adjusted EBITDA profitability, in line
              with market expectations

 

Chris Walters, Chief Executive of Chesterfield Special Cylinders Holdings plc,
commented:

"We are pleased with the progress being made towards our 2028 targets, with
recent strategically significant overseas defence contract awards and our
first order for large-scale UK hydrogen storage systems.

Record full-year revenue performance is anticipated for hydrogen and Integrity
Management services, while strong order intake and order book coverage
underpin second-half revenue expectations and a return to full-year Adjusted
EBITDA profitability, in line with market expectations."

 

Additional Information

The person responsible for arranging release of this announcement on behalf of
the Company is Chris Walters, Chief Executive.

For further information, please contact:

   Chesterfield Special Cylinders Holdings plc   Tel: 0333 015 0710

   Chris Walters, Chief Executive                company.secretary@csc-holdings.com
                                                 (file:///G%3A/Shared%20drives/PT%20-%20Group%20Finance/Statutory%20Accounts/2025/Interims/RNS/company.secretary@csc-holdings.com)
   Singer Capital Markets (Nomad and Broker)     Tel: 0207 496 3000

   Rick Thompson / Asha Chotai

COMPANY DESCRIPTION

www.csc-holdings.com (http://www.csc-holdings.com)

Located in Sheffield, Chesterfield Special Cylinders Holdings plc was founded
on its leading market position as a designer and manufacturer of high-pressure
systems serving the global energy, defence and industrial gases market.

The Company has one trading subsidiary.

·      Chesterfield Special Cylinders - www.chesterfieldcylinders.com
(http://www.chesterfieldcylinders.com/)

 

 

Business review

In the first half of FY25, Chesterfield Special Cylinders ("CSC") made good
strategic progress towards its 2028 targets first announced in February 2025,
securing strategically significant contracts from key hydrogen and overseas
defence customers and ramping up Integrity Management services.

Overall revenue of £5.4 million (2024: £6.5 million) and Adjusted EBITDA
loss of £1.3 million (2024: loss of £0.7 million) reflect the phasing of
defence and hydrogen newbuild contracts, weighted heavily towards the second
half of the year, and the later-than-expected start to major UK naval
Integrity Management deployments.

Strong order intake of £14.2 million (2024: £10.3 million) underpinned an
order book of £18.0 million at the end of the period (2024: £14.9 million).

The sale of the Precision Machined Components division (PMC) completed in
October 2024, with initial cash consideration of £4.8 million, strengthening
the balance sheets and providing increased working capital flexibility.
Proceeds from the sale facilitated the repayment of the £1.0 million term
loan facility. No further proceeds are anticipated in respect of this
disposal.

Defence

CSC continues to focus on the delivery of the existing order book for UK and
overseas defence customers and remains well positioned for growth in global
defence markets over the medium term.

Defence revenue of £4.4 million in the first half of the year (2024: £5.5
million) reflects the phasing of newbuild contract milestones and the
later-than-expected start to Integrity Management UK naval deployments.

The defence outlook for the remainder of FY25 and FY26 is underpinned by
overseas defence contracts secured recently for submarine and surface ship
programmes for the Royal Australian, Royal Canadian, US and Spanish navies.

Over the longer term, the backdrop of geopolitical tensions and increasing
global defence budgets underpin a strong outlook for submarine and surface
ship newbuild programmes in the UK and overseas.

Hydrogen

CSC remains well positioned in the emerging market for pressurised hydrogen
storage and transportation.

Hydrogen revenue of £0.7 million (2024: £0.6 million) reflects in-factory
lifecycle support services for static storage and road trailers, while
newbuild project activity is weighted to the second half of the year.

A strategically significant contract was secured in March 2025 to supply
large-scale hydrogen storage systems to the bp Aberdeen Hydrogen Hub project,
with system delivery planned for Q1 2026.

In April 2025, the UK government reaffirmed its commitment to support domestic
green hydrogen production growth through the Hydrogen Allocation Rounds (HAR).
Five HAR1 projects have already been approved by the government and a
shortlist of 27 HAR2 projects has been announced. CSC is well positioned to
supply static hydrogen storage systems and road trailers to HAR funded
projects, which are expected to be operational between 2026 and 2029.

One major contract award under HAR1 that was previously expected in Q2 2025 is
now expected in Q4 2025, following later-than-expected funding approval by UK
government. The project is expected to be operational from Q1 2028.

The anticipated growth in green hydrogen production and offtake from HAR and
privately funded projects is driving fleet expansion plans for hydrogen road
trailers in the UK. CSC has signed a cooperation agreement with a leading
European Type 4 composite cylinder manufacturer, enabling CSC to supply
advanced lightweight modular hydrogen storage systems and road trailers to
meet this growing UK demand.

Outside the UK hydrogen market, a contract was secured in Q1 2025 to supply
high-pressure hydrogen storage systems to leading French refuelling station
specialists, Atawey for delivery in Q4 FY25.

 

Hydrogen revenue expected in the second half of the year is supported by full
order book coverage across newbuild static storage contracts and in-factory
lifecycle support services, underpinning an anticipated record hydrogen
revenue performance for the full year.

Integrity Management services

Revenue of £2.1 million (2024: £1.8 million) in the first half of the year
reflects the level of activity on major UK naval deployments.

Momentum has continued into the second half, with revenue from UK naval and
international offshore services deployments underpinning an anticipated record
performance for the full year.

The longer-term outlook for Integrity Management services remains strong,
covering the in-situ lifecycle support and recertification of safety-critical
pressure systems, including future UK naval deployments. CSC is also well
positioned for new European naval opportunities in FY26 and beyond.

Outlook

Significantly stronger performance is expected from CSC in the second half of
the year. The strong order intake in the first half of the year and robust
order book coverage support second-half revenue expectations and a return to
full-year Adjusted EBITDA profitability, in line with market expectations.

 

Chris Walters

Chief Executive

3 June 2025

 

Financial review

Revenue and profitability

Revenue of £5.4 million (2024: £6.5 million) in the first half of FY25
generated gross profit of £1.0 million at 19% margin (2024: £1.5 million at
23% margin).

Overhead costs remained unchanged in the period at £2.7 million (2024: £2.7
million), generating an operating loss before profit on disposal of the
discontinued operation and exceptional costs of £1.7 million (2024: loss of
£1.1 million).

Allowing for depreciation charges of £0.4 million (2024: £0.4 million), the
Adjusted EBITDA loss was £1.3 million (2024: loss of £0.7 million).

Profit on the disposal of the PMC division was £0.4 million, as shown in note
11.

Exceptional costs of £0.7 million were incurred in the period (2024: £0.2
million), with £0.6 million related to the payment of management retention
and bonus awards, contingent on completion of the sale of PMC. These were paid
in the first quarter of FY25.

Cashflow

The Company reported a net cash inflow of £1.9 million in the period (2024:
outflow of £0.4 million). This was driven largely by the net proceeds from
the sale of PMC of £4.4 million, partly offset by the subsequent repayment of
the outstanding term loan of £1.0 million.

Additional factors were the adjusted EBITDA loss of £1.3 million, exceptional
costs of £0.7 million and working capital inflows of £1.0 million. Finally,
capital expenditure, lease repayments and interest payments totalled £0.4
million.

Net cash / (debt), which comprises cash, borrowings, finance lease liabilities
and right of use asset lease liabilities, at the end of the period was a
positive balance of £1.4 million in net cash (28 September 2024: net debt of
£1.4 million). Net cash / (borrowings), which comprises cash and borrowings
only, at the end of the period was £1.9 million (28 September 2024: net
borrowings of £0.9 million).

Impairment reviews

The Company tests periodically for impairment, in accordance with IAS 36, if
there are indicators that tangible fixed assets might be impaired.

The impairment methodology identifies one Cash Generating Units ("CGU's")
within the Company, being CSC. The CGU is assessed for potential indicators of
impairment, including internal or external factors or events that could reduce
the recoverable value of the fixed assets of the Company. If indicators of
impairment are identified, a full impairment review is undertaken to determine
the recoverable amount of the CGU.

An impairment review was undertaken for CSC as at 29 March 2025. The review
concluded that no impairment was required in these Interim Results.

 

Chris Walters

Chief Executive

3 June 2025

 

 

Condensed Consolidated Statement of Comprehensive Income

 

For the 26 weeks ended 29 March 2025

 

                                                                                                                           Unaudited                         Unaudited                         Audited

                                                                                                                           26 weeks ended                    26 weeks ended                    52 weeks ended

                                                                                                                           29 March                          30 March                          28 September

                                                                                                                           2025                              2024                               2024
                                                                                  Notes                                    £'000                             £'000                             £'000
                                                                                  5                                        5,383                             6,506                             14,827

 Revenue
 Cost of sales                                                                                                             (4,424)                           (4,980)                           (11,095)

 Gross profit                                                                                                              959                               1,526                             3,732

 Administration expenses                                                                                                   (2,695)                           (2,660)                           (5,404)

 Operating loss before disposal of discontinued operation and exceptional costs                                            (1,736)                           (1,134)                           (1,672)

 Profit on disposal of discontinued operation                                     11                                       388                               -                                 -
 Separately disclosed items of administrative expenses:                                                                    (716)                             (218)                             (712)

 Exceptional costs                                                                6

 Operating loss                                                                                                            (2,064)                           (1,352)                           (2,384)

 Finance costs                                                                                                             (26)                              (139)                             (277)

 Loss before taxation                                                                                                      (2,090)                           (1,491)                           (2,661)

 Taxation                                                                         7                                        5                                 85                                316

 Loss for the period from continuing operations                                                                            (2,085)                           (1,406)                           (2,345)

   (Loss) / profit for the period from                                                                                     (125)                             178                               (92)

 discontinued operations
        11
                                                                                                                           _______
 Loss for the period attributable to the owners of the parent                                                              (2,210)                           (1,228)                           (2,437)
                                                                                                                           (3)                               -                                 (11)

 Other comprehensive expense to be reclassified to profit or loss in subsequent
 periods:

 Currency exchange differences on translation of foreign operations

 Total comprehensive expense for the period attributable to the owners of the                                              (2,213)                           (1,228)                           (2,448)
 parent

 (Loss) / earnings per share - basic and diluted
 From continuing operations                                                       8                                        (5.4)p                            (3.7)p                            (6.1)p
 From discontinued operations                                                     8                                        (0.3)p                            0.5p                              (0.2)p
 From total loss for the period                                                   8                                        (5.7)p                            (3.2)p                            (6.3)p

Condensed Consolidated Statement of Financial Position

 

As at 29 March 2025

                                                               Unaudited                         Unaudited

                                                               29 March                          30 March                          Audited

                                                               2025                              2024                              28 September

                                                                                                                                   2024
                                                        Notes  £'000                             £'000                             £'000
 Non-current assets
 Intangible assets                                             -                                 -                                 -
 Property, plant and equipment and right of use assets         6,625                             10,360                            6,822
 Deferred tax asset                                            626                               805                               626

                                                               7,251                             11,165                            7,448

 Current assets
 Inventories                                                   2,699                             5,753                             3,020
 Trade and other receivables                                   3,452                             7,730                             4,528
 Cash and cash equivalents                              10     1,857                             594                               116
 Current tax asset                                             -                                 58                                -
 Assets classified as held for sale                     11     -                                 -                                 9,313

                                                               8,008                             14,135                            16,977

 Total assets                                                  15,259                            25,300                            24,425

 Current liabilities
 Trade and other payables                                      (5,305)                           (8,122)                           (5,722)
 Borrowings - term loan                                 10     -                                 (500)                             (1,000)
 Lease liabilities                                      10     (218)                             (603)                             (245)
 Liabilities classified as held for sale                11     -                                 -                                 (5,412)

                                                               (5,523)                           (9,225)                           (12,379)

 Non-current liabilities
 Borrowings - term loan                                 10     -                                 (1,000)                           -
 Lease liabilities                                      10     (217)                             (1,828)                           (313)
 Deferred tax liabilities                                      (567)                             (872)                             (572)

                                                               (784)                             (3,700)                           (885)

 Total liabilities                                             (6,307)                           (12,925)                          (13,264)

 Net assets                                                    8,952                             12,375                            11,161

 Equity
 Share capital                                          12     1,933                             1,933                             1,933
 Share premium account                                  12     1,699                             1,699                             1,699
 Translation reserve                                           (267)                             (253)                             (264)
 Retained earnings                                             5,587                             8,996                             7,793

 Total equity                                                  8,952                             12,375                            11,161

 

 

 

 

Condensed Consolidated Statement of Changes in Equity

 

For the 26 weeks ended 29 March 2025

                                                                      Share                            Share                                  Translation reserve             Retained earnings                   Total

                                                                      capital                          premium                                                                                                    equity

                                                                                                       account
                                                                      £'000                            £'000                                  £'000                           £'000                               £'000

 Balance at 28 September 2024 (audited)                               1,933                            1,699                                  (264)                           7,793                               11,161

 Share based payments - continuing operations                         -                                -                                      -                               4                                   4

 Transactions with owners                                             -                                -                                      -                               4                                   4

 Loss for the period                                                  -                                -                                      -                               (2,210)                             (2,210)
 Exchange differences arising on retranslation of foreign operations  -                                -                                      (3)                             -                                   (3)

 Total comprehensive expense                                          -                                -                                      (3)                             (2,210)                             (2,210)

 Balance at 29 March 2025 (unaudited)                                 1,933                            1,699                                  (267)                           5,587                               8,952

 

For the 26 weeks ended 30 March 2024

 

                                         Share                           Share                           Translation reserve             Retained earnings               Total

                                         capital                         premium                                                                                         equity

                                                                         account
                                         £'000                           £'000                           £'000                           £'000                           £'000

 Balance at 30 September 2023 (audited)  1,933                           1,699                           (253)                           10,207                          13,586

 Share based payments
 -       continuing operations           -                               -                               -                               10                              10
 -       discontinued operations         -                               -                               -                               7                               7

 Transactions with owners                -                               -                               -                               17                              17

 Loss for the period                     -                               -                               -                               (1,228)

                                                                                                                                                                         (1,228)

 Total comprehensive expense             -                               -                               -                               (1,228)                         (1,228)

 Balance at 30 March 2024 (unaudited)    1,933                           1,699                           (253)                           8,996                           12,375

Condensed Consolidated Statement of Changes in Equity (continued)

 

For the 52 weeks ended 28 September 2024

                                                                 Share                           Share                           Translation reserve                                                     Total

                                                                 capital                         premium                                                         Retained earnings                       equity

                                                                                                 account
                                                                 £'000                           £'000                           £'000                           £'000                                   £'000

 Balance at 30 September 2023 (audited)                          1,933                           1,699                           (253)                           10,207                                  13,586

 Share based payments                                            -                               -                               -                                                                       14

    - continuing operations                                                                                                                                      14
    - discontinued operations                                    -                               -                               -                               9                                       9

 Transactions with owners                                        -                               -                               -                               23                                      23

 Loss for the period                                             -                               -                               -                               (2,437)                                 (2,437)
 Exchange differences arising on translating foreign operations  -                               -                               (11)                                                                    (11)

                                                                                                                                                                 -

 Total comprehensive expense                                     -                               -                               (11)                            (2,437)                                 (2,448)

 Balance at 28 September 2024 (audited)                          1,933                           1,699                           (264)                           7,793                                   11,161

 

The above balance at 28 September 2024 includes £9,313,000 of assets and
£5,412,000 of liabilities classified as held for sale. It excludes a net
£2,015,000 in inter-company balances owed by the PMC division to the
continuing operations of the Company.

Condensed Consolidated Cash Flow Statement

 

For the 26 weeks ended 29 March 2025

                                             Notes                                         Unaudited                         Unaudited                         Audited

                                                                                           26 weeks                          26 weeks                          52 weeks

                                                                                           ended                             ended                             ended

                                                                                           29 March                          30 March                          28 September

                                                                                           2025                              2024                              2024
                                                                                           £'000                             £'000                             £'000
 Operating activities
 Operating cashflow                                                                   9    (453)                             304                               2,023
 Exceptional costs                                                                         (716)                             (232)                             (944)
 Finance costs paid                                                                        (26)                              (238)                             (455)
 Income tax refunded                                                                       -                                 -                                 6

 Net cash (outflow) / inflow from operating activities                                     (1,195)                           (166)                             630

 Investing activities
 Proceeds from sale of fixed assets                                                        -                                 15                                19
 Proceeds from sale of PMC division                                                        4,392                             -                                 -
 Purchase of property, plant and equipment                                                 (203)                             (382)                             (440)

 Net cash inflow / (outflow) from investing activities                                     4,189                             (367)                             (421)

 Net cash inflow / (outflow) before financing                                              2,994                             (533)                             209

 Financing activities
 Repayment of borrowings                                                                   (1,000)                           (907)                             (1,407)
 New term loan                                                                             -                                 1,500                             1,500
 Repayment of lease liabilities                                                            (123)                             (411)                             (777)

 Net cash (outflow) / inflow from financing activities                                     (1,123)                           182                               (684)

 Net increase / (decrease) in cash and cash equivalents                                    1,871                             (351)                             (475)

 Cash and cash equivalents at beginning of period                                          470                               945                               945

 Cash and cash equivalents at end of period, including disposal Group held for             2,341                             594                               470
 sale at 28 September 2024

 Cash and cash equivalents of asset group disposed                                         (484)                             -                                 (354)
                                                                                                            _____                             _____            _____
 Cash and cash equivalents at end of period                                                                 1,857                             594              116

 Term loan                                                                                 -                                 (1,500)                           (1,000)
 Lease liabilities                                                                         (435)                             (2,431)                           (558)

 Net Cash / (Debt)                                                                    10   1,422                             (3,337)                           (1,442)

Net debt at 30 March 2024 includes £267,000 of cash and £1,873,000 of lease
liabilities relating to the PMC division, which was later classified as a
disposal Group held for sale.

Net debt at 28 September 2024 excludes £354,000 of cash and £1,725,000 of
lease liabilities in the PMC disposal Group held for sale.

 

Notes to the Condensed Consolidated Interim Financial Statements

 

1.   General information

 

Chesterfield Special Cylinders Holdings plc (formerly Pressure Technologies
plc) is incorporated in England and Wales and is quoted on AIM, a market
operated by the London Stock Exchange.

 

These unaudited interim condensed consolidated financial statements for the 26
weeks ended 29 March 2025 were approved by the Board of Directors on 2 June
2025.

 

These financial statements may contain certain statements about the future
outlook of Chesterfield Special Cylinders Holdings plc. Although the Directors
believe their expectations are based on reasonable assumptions, any statements
about future outlook may be influenced by factors that could cause actual
outcomes and results to be materially different.

 

2.  Basis of preparation

 

The Company's unaudited interim results for the 26 weeks ended 29 March 2025
("Interim Results") are prepared in accordance with the Company's accounting
policies which are based on the recognition and measurement principles of the
UK-adopted International Accounting Standards in conformity with the
requirements of the Companies Act 2006. As permitted, the Interim Results have
been prepared in accordance with the AIM rules and not in accordance with IAS
34 "Interim financial reporting" and therefore the interim information is not
in full compliance with International Accounting Standards.

 

The interim condensed consolidated financial statements are prepared under the
historical cost convention as modified to include the revaluation of certain
financial instruments. The accounting policies adopted in the preparation of
the interim condensed consolidated financial statements are consistent with
those followed in the preparation of the Company's annual consolidated
financial statements for the year ended 28 September 2024. The principal
accounting policies of the Company have remained unchanged from those set out
in the Company's 2024 annual report and financial statements.  The Principal
Risks and Uncertainties of the Company are also set out in the Company's 2024
annual report and financial statements and are unchanged in the period.

 

The financial information for the 26 weeks ended 29 March 2025 and 30 March
2024 has not been audited and does not constitute full financial statements
within the meaning of Section 434 of the Companies Act 2006.

 

The Company's 2024 financial statements for the 52 weeks ended 28 September
2024 were prepared under UK-adopted International Accounting Standards. The
auditor's report on these financial statements was unqualified and did not
contain statements under Sections 498(2) or (3) of the Companies Act 2006 and
they have been filed with the Registrar of Companies.

 

3.  Going concern

 

The Directors have considered and assessed whether the Company will be able to
meet its obligations as they fall due for the period of at least 12 months
from the date of these Interim Results. These interim condensed financial
statements have been prepared on a going concern basis. The Company's business
activities, together with the factors likely to affect its future development,
performance and position, are set out in the Company's 2024 annual report and
financial statements.

 

In making this assessment, the Directors have considered a range of factors,
including the prospects for the markets the Company serves; the position and
intentions of competitors; the customer base of the Company and any reliance
on a small number of customers; the supply chain of the Company and any
reliance on key suppliers; staff attrition and the risk of losing any key
members of staff; any actual or threatened litigation; relationships with HMRC
and regulators; historic, current and projected financial performance and cash
flow; relationships with debt and equity funders and the likely availability
of external funding; and the plans and intentions of management. The Directors
have also considered the economic backdrop and geopolitical risks to economic
activity from the Russia-Ukraine conflict, the instability in the Middle East,
and the imposition of global trading tariffs by the US government.

 

In undertaking their assessment, the Directors have prepared financial
projections for a period of at least 12 months from the date of approval of
these Interim Results. The current economic conditions have introduced
additional uncertainty into the Directors' assessment, such that future
potential outcomes are more difficult to estimate. The Directors have
therefore considered a number of sensitivities to their projections to
quantify potential downside risks to future financial performance.

 

Management has produced projections for the period up to September 2026,
taking account of reasonably plausible changes in trading performance and
market conditions, which have been reviewed by the Directors. In particular,
the projections reflect:

 

·      as a result of the sale of the PMC division just after the FY24
year end, the projections include the net cash proceeds from the disposal of
£4.4 million (£4.8 million initial cash consideration, less £0.4 million
agreed locked-box adjustment)

·      the Group is dependent on the profitability of CSC as its only
trading operation

 

Notes to the Condensed Consolidated Interim Financial Statements (continued)

 

·      CSC has historically been dependent on large UK defence contracts
for its profitability. During the projection period, revenue from UK defence
contracts will be lower while revenue from the hydrogen energy market and
contracts with overseas defence customers are expected to increase. This
change in mix is expected to result in lower revenues and earnings for CSC,
which has been factored into the financial projections.

·      There are internal and external risks to CSC's performance over
the projection period, which have been modelled and considered in the
sensitised cases.

The base case forecast demonstrates that the Company is projected to generate
operating profits and cash in the current financial year and beyond.

 

Due to the significance of revenues from UK hydrogen projects in the base case
and the history of delays in this market, the Directors have developed the
downside scenario to account for reasonably plausible delays to the placement
of major hydrogen orders. The Directors believe that any material delays to
hydrogen contracts will give sufficient time to take mitigating actions and
adjust operating costs and capital expenditure plans to maintain cash
generation, as illustrated by the financial projections for the downside
case.

In addition, management has considered the sensitivity of the base and
downside cases to the following risks:

·      Later defence contract milestones than forecast, resulting from
customer delays; and

·      In-house operational delays, delays to the supply of material and
components by suppliers, and delays in the performance of work by
subcontractors.

The Company believes that these other factors are individually less likely to
be material to the achievement of the projections than potential delays in
defence contract milestones and hydrogen orders, but in the event that they
occur together with these risks, they may have a negative impact on cash flow
at certain points in the projection period.

 

In the event of the delays identified above the Company's cash resources could
become limited. However, the Company would look to mitigate the impact,
partially or fully, by pulling forward contracted work from other customers,
and through normal working capital management and other cash preservation
initiatives.

 

The Directors also note that the Company has net assets of £9.0 million at 29
March 2025.

 

Reflecting management's confidence in delivering large defence contracts and
winning new hydrogen contracts, and having repaid its debt facilities in full,
the Directors have concluded that the Company does have sufficient financial
resources to meet its obligations as they fall due for the next 12 months and
no material uncertainty relating to going concern has been identified.

 

The Company continues to adopt the going concern basis in preparing these
interim results. Consequently, these interim results do not include any
adjustments that would be required if the going concern basis of preparation
were to be inappropriate.

 

4. Sale of Precision Machined Components ("PMC") division

 

On 8 October 2024, the Company completed the sale of the PMC division in order
to strengthen the Company's balance sheet and cash position and support
strategic investment into Chesterfield Special Cylinders.

 

In the Company's audited financial statements for the 52 weeks ended 28
September 2024, the PMC division was classified as an asset held for sale and
discontinued operation in accordance with "IFRS5 - Non-current Assets Held For
Sale and Discontinued Operations".

 

The result of the discontinued operation is shown in note 11.

 

 

 

 

 

 

 

 

 

 

 

Notes to the Condensed Consolidated Interim Financial Statements (continued)

 

5.  Segmental analysis of Revenue, Adjusted EBITDA and Operating Loss

 

 Revenue by destination  Unaudited                       Unaudited                       Audited

                         26 weeks ended                  26 weeks ended                  52 weeks ended

                         29 March                        30 March                        28 September

                         2025                            2024                            2024
                         £'000                           £'000                           £'000

 United Kingdom          3,974                           5,694                           11,486
 Europe                  851                             683                             1,832
 Rest of the World       558                             129                             1,509

                         5,383                           6,506                           14,827

 

Revenue by sector

 

                    Unaudited                       Unaudited                       Audited

                    26 weeks ended                  26 weeks ended                  52 weeks ended

                    29 March                        30 March                        28 September

                    2025                            2024                            2024
                    £'000                           £'000                           £'000

 Defence            4,445                           5,472                           11,080
 Hydrogen Energy    653                             607                             1,738
 Industrial         196                             279                             1,559
 Offshore services  89                              148                             450

                    5,383                           6,506                           14,827

 

Revenue recognition

 

The Company's pattern of revenue recognition is as follows:

 

                                               Unaudited                       Unaudited                       Audited

                                               26 weeks ended                  26 weeks ended                  52 weeks ended

                                               29 March                        30 March                        28 September

                                               2025                            2024                            2024
                                               £'000                           £'000                           £'000

 Sale of goods transferred at a point in time  2,032                           2,334                           6,744
 Sale of goods transferred over time           1,241                           2,358                           5,731
 Rendering of services                         2,110                           1,814                           2,352

                                               5,383                           6,506                           14,827

 

 

 

 

 

 

 

 

 

 

 

Notes to the Condensed Consolidated Interim Financial Statements (continued)

 

5.  Segmental analysis of Revenue, Adjusted EBITDA and Operating Loss
(continued)

 

 

For the 26-week period ended 29 March 2025 (unaudited)

 

                                                                                                                             Central costs(2)             Total

                                                                                                CSC operations(1)
                                                                                                £'000                        £'000                        £'000

 Revenue from external customers                                                                5,383                        -                            5,383

 Gross profit                                                                                   959                          -                            959

 Adjusted EBITDA                                                                                (896)                        (441)                        (1,337)

 Depreciation                                                                                   (355)                        (44)                         (399)

 Operating loss before disposal of discontinued operation and exceptional costs                 (1,251)                      (485)                        (1,736)

 Profit on disposal of discontinued operation                                                   -                            388                          388
 Exceptional costs                                                                              (45)                         (671)                        (716)

 Operating loss                                                                                 (1,296)                      (768)                        (2,064)

 Net finance costs                                                                              (6)                          (20)                         (26)

 Loss before tax                                                                                (1,302)                      (788)                        (2,090)

 Segmental net assets(3)                                                                        8,703                        249                          8,952

 Other segment information:
 Taxation credit / (charge)                           6                                                                      (1)                          5
 Capital expenditure - property, plant and equipment

                                                      189                                                                    14                           203

 

1 CSC operations comprise the results of the Chesterfield Special Cylinders
Limited trading subsidiary.

2 Central costs comprise costs related to the public listing of Chesterfield
Special Cylinders Holdings plc (formerly Pressure Technologies plc).

3 Segmental net assets comprise the net assets of each segment adjusted to
reflect the elimination of the cost of investment in subsidiaries and the
provision of financing loans provided by Chesterfield Special Cylinders
Holdings plc.

 

The result of the discontinued operation is shown in note 11.

 

Notes to the Condensed Consolidated Interim Financial Statements (continued)

 

5.  Segmental analysis of Revenue, Adjusted EBITDA and Operating Loss
(continued)

 

 

For the 26-week period ended 30 March 2024 (unaudited) - continuing operations
only

 

                                                                                                         Central costs(2)             Total

                                                                            CSC operations(1)
                                                                            £'000                        £'000                        £'000

 Revenue from external customers                                            6,506                        -                            6,506

 Gross profit                                                               1,526                        -                            1,526

 Adjusted EBITDA                                                            126                          (875)                        (749)

 Depreciation                                                               (339)                        (46)                         (385)

 Operating loss before exceptional costs                                    (213)                        (921)                        (1,134)

 Exceptional costs                                                          (19)                         (199)                        (218)

 Operating loss                                                             (232)                        (1,120)                      (1,352)

 Net finance costs                                                          (24)                         (115)                        (139)

 Loss before tax                                                            (256)                        (1,235)                      (1,491)

 Segmental net assets(3)                                                    10,213                       6                            10,219

 Other segment information:
 Taxation (charge) / credit                           (16)                                               101                          85
 Capital expenditure - property, plant and equipment

                                                      143                                                127                          270

 

 

1 CSC operations comprise the results of the Chesterfield Special Cylinders
Limited trading subsidiary.

2 Central costs comprise costs related to the public listing of Chesterfield
Special Cylinders Holdings plc (formerly Pressure Technologies plc).

3 Segmental net assets comprise the net assets of each segment adjusted to
reflect the elimination of the cost of investment in subsidiaries and the
provision of financing loans provided by Chesterfield Special Cylinders
Holdings plc.

 

The result of the discontinued operation is shown in note 11.

Notes to the Condensed Consolidated Interim Financial Statements (continued)

 

5.  Segmental analysis of Revenue, Adjusted EBITDA and Operating Loss
(continued)

 

 

For the 52 week period ended 28 September 2024 (audited) - continuing
operations only

 

                                                                                                               Central costs(2)             Total

                                                                                  CSC operations(1)
                                                                                  £'000                        £'000                        £'000

 Revenue from external customers                                                  14,827                       -                            14,827

 Gross profit                                                                     3,732                        -                            3,732

 Adjusted EBITDA                                                                  758                          (1,678)                      (920)

 Depreciation                                                                     (660)                        (92)                         (752)

 Operating profit / (loss) before exceptional costs                               98                           (1,770)                      (1,672)

 Exceptional costs                                                                (53)                         (659)                        (712)

 Operating profit / (loss)                                                        45                           (2,429)                      (2,384)

 Net finance costs                                                                (53)                         (224)                        (277)

 Profit / (loss) before tax                                                       (8)                          (2,653)                      (2,661)

 Segmental net assets(3)                                                          10,651                       (1,376)                      9,275

 Other segment information:
 Taxation credit                                      178                                                      138                          316
 Capital expenditure - property, plant and equipment

                                                      381                                                      154                          535

 

 

1 CSC operations comprise the results of the Chesterfield Special Cylinders
Limited trading subsidiary.

2 Central costs comprise costs related to the public listing of Chesterfield
Special Cylinders Holdings plc (formerly Pressure Technologies plc).

3 Segmental net assets comprise the net assets of each segment adjusted to
reflect the elimination of the cost of investment in subsidiaries and the
provision of financing loans provided by Chesterfield Special Cylinders
Holdings plc.

 

The result of the discontinued operation is shown in note 11.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Notes to the Condensed Consolidated Interim Financial Statements (continued)

 

6.  Exceptional costs

 

Items that are incurred outside the normal course of business and/or that are
non-recurring are considered as exceptional costs and are disclosed separately
on the face of the Condensed Consolidated Statement of Comprehensive Income.

 

An analysis of the amounts presented as exceptional costs is as follows:

 

                                                                             Unaudited                       Unaudited                       Audited

                                                                             26 weeks ended                  26 weeks ended                  52 weeks ended

                                                                             29 March                        30 March                        28 September

                                                                             2025                            2024                            2024
                                                                             £'000                           £'000                           £'000

 Costs in relation to the sale of PMC                                        (593)                           (73)                            (627)
 Costs in relation to the sale of PMC - recharged to discontinued operation  -                               -                               131
 Reorganisation costs                                                        (95)                            (19)                            (17)
 Arrangement of term loan                                                    (10)                            (111)                           (111)
 Debt advisory services on behalf of Lloyds Banking Company                  -                               (15)                            (15)
 Write-down of historical fixed assets                                       -                               -                               (33)
 Other plc costs                                                             (18)                            -                               (40)

                                                                             (716)                           (218)                           (712)

 

Exceptional costs relating to discontinued operations are shown in note 11.

 

7.  Taxation

 

                                          Unaudited                       Unaudited                       Audited

                                          26 weeks ended                  26 weeks ended                  52 weeks ended

                                          29 March                        30 March                        28 September

                                          2025                            2024                            2024
                                          £'000                           £'000                           £'000

 Current tax charge                                                       -                               (58)
 Deferred taxation credit                 5                               85                              374

 Taxation credit to the income statement  5                               85                              316

 

The taxation credit in the period relates to a slight decrease in the net
deferred tax liability of the Company. This is driven by a decrease in
deferred tax liabilities in relation to accelerated tax depreciation.

 

Taxation charges and credits relating to the discontinued operation are shown
in note 11.

 

8. Loss per ordinary share

 

The calculation of basic loss per share is based on the loss attributable to
ordinary shareholders divided by the weighted average number of shares in
issue during the period.

 

The calculation of diluted loss per share is based on basic loss per share,
adjusted to allow for the issue of shares on the assumed conversion of all
dilutive share options.

 

Adjusted loss per share shows loss per share after adjusting for the impact of
amortisation charges, impairment charges and any other exceptional items, and
for the estimated tax impact, if any, of those costs. Adjusted loss per share
is based on the loss as adjusted divided by the weighted average number of
shares in issue.

 

 

Notes to the Condensed Consolidated Interim Financial Statements (continued)

 

8. Loss per ordinary share (continued)

 

 For the 26-week period ended 29 March 2025

                                                                  £'000

 Loss after tax                                                   (2,210)

                                                                  Number of Shares ('000)

 Weighted average number of shares - basic                        38,667
 Dilutive effect of share options - SAYE                          92
 Dilutive effect of share options - Warrants                      1,933

 Weighted average number of shares - diluted                      40,692

 Loss per share from continuing operations - basic and diluted    (5.4)p
 Loss per share from discontinued operations - basic and diluted  (0.3)p
 Total loss per share - basic and diluted                          (5.7)p

 

The effect of anti-dilutive potential shares is not disclosed in accordance
with IAS 33.

 

The Company adjusted loss per share is calculated as follows:

 

                                                                                      £'000

 Loss after tax - continuing operations                                               (2,085)
 Loss after tax - discontinued operations                                             (125)
 Profit on disposal of PMC - continuing operations only                               (388)
 Exceptional costs (note 6) - continuing operations only                              716
 Theoretical tax effect of above adjustments - continuing operations only             (82)

 Adjusted loss                                                                        (1,964)

 Adjusted loss per share - continuing operations                                      (4.8)p
 Adjusted loss per share - discontinued operations                                    (0.3)p
 Total adjusted loss per share                                                        (5.1)p

 The tax effect is based on applying a 25% tax rate to the adjustment for
 profit on disposal and exceptional costs.

 For the 26-week period ended 30 March 2024

                                               £'000

 Loss after tax                                (1,228)

                                               Number of Shares ('000)

 Weighted average number of shares - basic     38,667
 Dilutive effect of share options - SAYE only  277

 Weighted average number of shares - diluted   38,944

Notes to the Condensed Consolidated Interim Financial Statements (continued)

 

8. Loss per ordinary share (continued)

 Loss per share from continuing operations - basic and diluted        (3.7)p
 Earnings per share from discontinued operations - basic and diluted  0.5p
 Total loss per share - basic and diluted                             (3.2)p

 

The effect of anti-dilutive potential shares is not disclosed in accordance
with IAS 33.

 

The Company adjusted loss per share is calculated as follows:

 

                                                                                                                                             £'000

 Loss after tax - continuing operations                                                                                                      (1,406)
 Profit after tax - discontinued operations                                                                                                  178
 Exceptional costs - continuing operations (note 6)                                                                                          218
 Exceptional costs - discontinued operations (note 11)                                                                                       14
 Theoretical tax effect of above adjustments - continuing operations                                                                         (55)
 Theoretical tax effect of above adjustments - discontinued operations                                                                       (3)

 Adjusted loss                                                                                                                               (1,054)

 Adjusted loss per share - continuing operations                                                                                             (3.2)p
 Adjusted earnings per share - discontinued operations                                                                                       0.5p
 Total adjusted loss per share                                                                                                               (2.7)p

 The tax effect is based on applying a 25% tax rate to the adjustment for
 exceptional costs.

 For the 52 week period ended 28 September 2024

                                                                                                                        £'000

 Loss after tax                                                               (2,437)

                                                                              Number of Shares ('000)

 Weighted average number of shares - basic                                    38,667
 Dilutive effect of share options - SAYE                                      193
 Dilutive effect of share options - Warrants                                  1,933

 Weighted average number of shares - diluted                                  40,793

 Loss per share from continuing operations - basic and diluted                (6.1)p
 Loss per share from discontinued operations - basic and diluted              (0.2)p
 Total loss per share - basic and diluted                                     (6.3)p

 The effect of anti-dilutive potential shares is not disclosed in accordance
 with IAS 33.

 

Notes to the Condensed Consolidated Interim Financial Statements (continued)

 

8. Loss per ordinary share (continued)

 

 The Company adjusted loss per share is calculated as follows:

                                                               £'000

 Loss after tax from continuing operations                     (2,345)
 Loss after tax from discontinued operations                   (92)
 Exceptional items: continuing operations (note 6)             712
 Exceptional items: discontinued operations (note 11)          232
 Tax effect of the above adjustments: continuing operations    (178)
 Tax effect of the above adjustments: discontinued operations  (58)

 Adjusted loss                                                 (1,729)

                                                               (4.7)p

 Adjusted loss per share - continuing operations
 Adjusted earnings per share - discontinued operations         0.2p
 Total adjusted loss per share                                 (4.5)p

 The tax effect is based on applying a 25% tax rate to the adjustment for
 exceptional costs.

 

 

Notes to the Condensed Consolidated Interim Financial Statements (continued)

 

9. Reconciliation of operating profit to operating cashflow

 

                                                     Unaudited                       Unaudited                       Audited

                                                     26 weeks ended                  26 weeks ended                  52 weeks ended

                                                     29 March                        30 March                        28 September

                                                     2025                            2024                            2024
                                                     £'000                           £'000                           £'000

 Adjusted Operating loss from continuing operations  (1,736)                         (1,134)                         (1,672)
 Adjustments for:
 Depreciation of property, plant and equipment       399                             385                             752
 Share option costs                                  4                               10                              14
 Write-off of older assets                           -                               -                               54
 Movement in translation reserve                     (3)                             -                               (11)

 Changes in working capital:
 Decrease / (increase) in inventories                321                             (868)                           (362)
 Decrease in trade and other receivables             1,077                           1,835                           1,153
 (Decrease) / increase in trade and other payables   (417)                                       (377)               1,073

 Operating cash flow from continuing operations      (355)                           (149)                           1,001

 

 

 Adjusted Operating profit / (loss) from discontinued operations  (125)                           431                             780
 Adjustments for:
 Depreciation of property, plant and equipment                    13                              362                             710
 Share option costs                                               -                               7                               9
 Release of grants                                                -                               (10)                            (20)
 Profit on disposal of property, plant and equipment              -                               (15)                            (19)
 Write-off of older assets                                        -                               -                               54

 Changes in working capital:
 Decrease in inventories                                          11                              685                             1,625
 Decrease / (increase) in trade and other receivables             103                             (772)                           (955)
 Decrease in trade and other payables                             (100)                           (235)                           (1,162)

 Operating cash flow from discontinued operations                 (98)                            453                             1,022

 

 Total operating cash flow  (453)                           304                             2,023

 

 

Notes to the Condensed Consolidated Interim Financial Statements (continued)

 

10.  Reconciliation of net debt

 

                                                      Unaudited                       Unaudited                        Audited

                                                      29 March                        30 March                         28 September

                                                      2025                            2024                             2024
                                                      £'000                           £'000                            £'000

 Cash and cash equivalents                            1,857                           594                              116
 Term loan                                            -                               (1,500)                          (1,000)

 Net cash / (borrowings) excluding lease liabilities  1,857                           (906)                            (884)
 Asset finance lease liabilities                      (183)                           (1,202)                          (241)
 Right of use asset lease liabilities                 (252)                                       (1,229)                           (317)

 Net cash / (debt)                                    1,422                           (3,337)                          (1,442)

On 14 November 2023, the Company agreed a £1.5 million term loan facility
with two of the major shareholders of the Company. The contract terms required
the Company to repay £0.5 million of capital in FY24, and the remaining £1
million in four equal tranches between FY26 and FY29. The initial repayment of
£0.5 million was made in FY24, and on 10 October 2024, the Company repaid the
outstanding balance of £1.0 million from the proceeds from the disposal of
PMC.

In conjunction with the provision of the new term loan, Rockwood and
Gyllenhammar were issued with 1,933,358 warrants in aggregate (representing 5%
of the issued share capital) to subscribe for ordinary shares in the Company
at a price of 32 pence per share, representing a 20% premium to the closing
share price on 23 October 2023 (being the day prior to the announcement of the
new facility). The warrants may be exercised at any time in the 5 years
following drawdown of the new facility and continue to be exercisable
notwithstanding that the facility was repaid in October 2024 before its final
expiry.

 

Rockwood Strategic plc is a quoted investment trust whose funds are managed by
Harwood Private Capital LLP, thereby placing it under the control of Richard
Staveley, a Non-Executive Director of the Company. Rockwood Strategic plc is
therefore considered to be a related party under "IAS 24 - Related Party
Disclosures" (see note 14).

 

The cash and lease liabilities relating to the Precision Machined Components
(PMC) division were transferred to the disposal Group as assets and
liabilities held for sale prior to 28 September 2024. They are not included in
the September 2024 net debt above. Details of the assets and liabilities held
for sale are shown in note 11.

Cash and lease liabilities relating to PMC were however included in the
Company net debt calculation for the 30 March 2024 half year. Net debt for
continuing operations only at 30 March 2024 was £1,731,000.

 

11. Discontinued operation and disposal Group classified as held for sale

The Board announced in October 2023 its decision to divest the Precision
Machined Components (PMC) division and launched the sale process in December
2023. The PMC division was sold to Raghu Vamsi Machine Tools Private Limited,
a manufacturer of specialised precision engineering components based in India,
in October 2024.

Consequently, the assets and liabilities of PMC were classified as a disposal
Group held for sale as at 28 September 2024. Revenue and expenses, gains and
losses relating to the discontinuation of this division have been eliminated
from profit or loss from the Company's continuing operations and are shown as
a single line in the consolidated statement of comprehensive income.

As a cash-generating unit (CGU), PMC was also assessed for impairment prior to
its disposal. The result of the impairment review and the profit or loss on
disposal are also included in this note.

 

 

 

 

Notes to the Condensed Consolidated Interim Financial Statements (continued)

 

11. Discontinued operation and disposal Group classified as held for sale
(continued)

Operating (loss) / profit of PMC in the period and the profit or loss from the
disposal Group held for sale are summarised as follows:

                                                                  Unaudited                         Unaudited                         Audited

                                                                  26 weeks ended                    26 weeks ended                    52 weeks ended

                                                                  29 March                          30 March                          28 September

                                                                  2025                              2024                               2024
                                                                  £'000                             £'000                             £'000
                                                                  50                                8,532                             17,095

   Revenue
   Cost of sales                                                  (93)                              (6,819)                           (13,367)

   Gross (loss) / profit                                          (43)                              1,713                             3,728

   Administration expenses                                        (81)                              (1,282)                           (2,948)

   Operating (loss) / profit before exceptional costs             (124)                             431                               780
   Exceptional costs                                              -                                 (14)                              (232)

   Finance costs                                                  (1)                               (99)                              (178)

   (Loss) / profit from discontinued operations before tax        (125)                             318                               370

   Tax charge                                                     -                                 (140)                             (462)

   (Loss) / profit from discontinued operations after tax         (125)                             178                               (92)

 

The tax charge for the 52 weeks ended 28 September 2024 of £462,000 is a
consequence of de-recognising deferred tax assets on £1,504,000 of unused
losses within PMC. At a deferred tax rate of 25%, the impact on the overall
charge was an increase of £376,000.

Management believes that, given the sale of PMC on 8 October 2024, the
continuing operations had no future prospect of utilising these carried
forward losses in PMC as at 28 September 2024.

No assumption has been made as to whether the new owners of PMC will
subsequently choose to recognise deferred tax assets on these losses.

 

 

 

 

 

 

 

 

 

 

 

 

Notes to the Condensed Consolidated Interim Financial Statements (continued)

 

11. Discontinued operation and disposal Group classified as held for sale
(continued)

The carrying amounts of assets and liabilities in this disposal Group are
summarised as follows:

                                                            Unaudited                         Unaudited

                                                            26 weeks ended                    26 weeks ended                    Audited

                                                            29 March                          30 March                          52 weeks ended

                                                            2025                              2024                              28 September

                                                                                                                                2024
                                                            £'000                             £'000                             £'000
 Non-current assets
 Property, plant and equipment and right of use assets      -                                 3,357                             3,002
 Deferred tax assets                                        -                                 423                               10

                                                            -                                 3,780                             3,012

 Current assets
 Inventories                                                -                                 2,228                             1,287
 Trade and other receivables                                -                                 4,266                             4,660
 Cash and cash equivalents                                  -                                 267                               354

                                                            -                                 6,761                             6,301

 Assets classified as held for sale                         -                                 10,541                            9,313

 Current liabilities
 Trade and other payables                                   -                                 (3,581)                           (3,517)
 Lease liabilities                                          -                                 (341)                             (308)

                                                            -                                 (3,922)                           (3,825)

 Non-current liabilities
 Other payables                                             -                                 (2)                               -
 Lease liabilities                                          -                                 (1,532)                           (1,417)
 Deferred tax liabilities                                   -                                 (255)                             (170)

                                                            -                                 (1,789)                           (1,587)

 Liabilities classified as held for sale                    -                                 (5,711)                           (5,412)

 Net assets classified as held for sale                     -                                 4,830                             3,901

 

As at 30 March 2024, the PMC division had not yet been classified as a
disposal Group and asset held for sale. Figures are included for comparative
purposes only.

The audited figures at 28 September 2024 are stated before net amounts of
£2,015,000 (30 March 2024: £2,674,000) owed by PMC to the continuing
operations within the Company at the balance sheet date.

Property, plant and equipment at 28 September 2024 included £1,787,000 (30
March 2024: £1,888,000) of assets held under finance and right of use leases.
Of this, £423,000 (30 March 2024: £478,000) related to land and buildings
and £1,364,000 (30 March 2024: £1,410,000) to plant and machinery.

As at 29 March 2025, the PMC division had been sold to Raghu Vamsi Machine
Tools Private Limited. Hence the Company was no longer carrying an asset held
for sale.

 

Notes to the Condensed Consolidated Interim Financial Statements (continued)

 

11. Discontinued operation and disposal Group classified as held for sale
(continued)

Cash flows generated by PMC for the reporting periods under review are as follows:
                                                     Unaudited                     Unaudited                     Audited

                                                     26 weeks                      26 weeks                      52 weeks

                                                     ended                         ended                         ended

                                                     29 March                      30 March                      28 September

                                                     2025                          2024                          2024
                                                     £'000                         £'000                         £'000

 Operating cashflow                                  (98)                          453                           1,022
 Exceptional costs                                   -                             (14)                          (232)
 Finance costs paid                                  -                             (99)                          (178)
 Income tax refunded                                 -                             -                             6

 Net cash inflow from operating activities           (98)                          340                           618

 Net cash outflow from investing activities          -                             (82)                          (92)

 Net cash outflow from financing activities          -                             (238)                         (419)

 Cash inflows from discontinued operations           (98)                          20                            107

 

Profit on disposal of discontinued operation (PMC)

A profit of £388,000 arose on the disposal of the Precision Machined
Components division, being the difference between the proceeds of the disposal
and the carrying value of the net assets sold at the disposal date of 8
October 2024. This profit was recognised by the Company in the 26-week period
ending 29 March 2025.

                                                            £'000

 Proceeds                                                   4,392

 Carrying value of net assets sold
 Property, plant and equipment and right of use assets      2,989
 Deferred tax assets                                        10
 Inventories                                                1,276
 Trade and other receivables                                4,321
 Cash and cash equivalents                                  484
 Trade and other payables                                   (3,179)
 Lease liabilities                                          (1,727)
 Deferred tax liabilities                                   (170)

                                                            4,004

 Profit on disposal of discontinued operation               388

 

Transaction costs associated with the disposal of the discontinued operation
are included within exceptional costs, see note 6.

 

Notes to the Condensed Consolidated Interim Financial Statements (continued)

 

11. Discontinued operation and disposal Group classified as held for sale
(continued)

Impairment of discontinued operation (PMC)

In accordance with IFRS 5, the Company tested the PMC division for impairment
on its reclassification to an asset held for sale, at the point of its
reclassification using the Fair Value Less Costs to Sell (FVLCTS) methodology.
This resulted in no requirement for an impairment charge at Company level, as
the Company was anticipated to make a profit on the asset held for sale. The
expected profit was not recognised in the period ended 28 September 2024 but
was recalculated (see above) and recognised in the 6 months to 29 March 2025.

However, an impairment of £2.3 million was required in relation to the parent
company's investment in PMC. This impairment was charged in full to the parent
company in its audited financial statements for the 12-month period ended 28
September 2024.

12.  Called up share capital and share premium

                                  Unaudited                 Audited                   Unaudited             Audited

                                  29 March                  28 September              29 March              28 September

                                  2025                      2024                      2025                  2024
                                                            Shares                                          Share Capital

                                  Shares                    No.                       Share Capital         £'000

                                  No.                                                 £'000
 Allotted, issued and fully paid
 Ordinary shares of 5p each       38,667,163                38,667,163                      1,933            1,933
                                                                                                            Share Premium

                                                                                                            £'000
 Share Premium account
 At 29 March 2025, 28 September 2024 and 30 March 2024                                1,699

During the 26-week periods to 29 March 2025 and 30 March 2024, the Company did
not issue any new ordinary shares.

 

13.  Dividends

 

No final or interim dividend was paid for the 52-week period ended 28
September 2024.

 

No interim dividend is declared for the 26-week period ended 29 March 2025.

 

14.  Related party transactions

 

During the 26-week period ending 30 March 2024, the Company arranged a term
loan facility of £1.5 million with Rockwood Strategic plc and Peter
Gyllenhammar AB, two of its major shareholders (see note 10). The facility was
drawn in full on 14 November 2023.

Rockwood Strategic plc is a quoted investment trust whose funds are managed by
Harwood Private Capital LLP, thereby placing it under the control of Richard
Staveley, a Non-Executive Director of the Company. Rockwood Strategic plc is
therefore considered to be a related party under "IAS 24 - Related Party
Disclosures".

As at 28 September 2024, the balance outstanding under the facility, excluding
accrued interest, was £1.0 million. The loan was fully repaid subsequent to
year end on 10 October 2024 on the sale of PMC. Rockwood Strategic plc and
Peter Gyllenhammar AB released all security granted to them by the Company in
respect of the facility. In conjunction with the provision of the new term
loan, Rockwood and Gyllenhammar were issued with warrants to subscribe for
ordinary shares in the Company (see note 10).

Total fees paid to Rockwood Strategic plc in the period were £nil (2024:
£23,000), and total interest payments to Rockwood Strategic plc were £4,000
(2024: £40,000).

A copy of the Interim Report will be sent to shareholders shortly and will be
available on the Company's website: www.csc-holdings.com
(http://www.csc-holdings.com) .

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