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REG - Fevara PLC - Full Year Results

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RNS Number : 9144K  Fevara PLC  10 December 2025

 

10 December 2025

Fevara plc

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

 

Full year results for the year ended 31 August 2025

 

A year of turnaround, transformation and strong progress

 

 

Fevara plc (LSE: FVA), an international specialist in livestock supplements,
is pleased to announce its results for the year ended 31 August 2025 ("FY25"
or the "Period").

 

 

                                                                          FY25                                        FY24                                     Change
 Continuing operations
 Revenue                                        £78.8m                                       £75.7m                                      +4.1%
 Adjusted operating profit                      £3.7m                                        £2.2m                                       +69.2%
 Operating profit/(loss)                        £2.4m                                        £(6.8)m                                     +135.1%
 Adjusted profit before tax                     £4.2m                                        £2.5m                                       +67.0%
 Profit/(loss) for the year                     £3.0m                                        £(4.5)m                                     +167.4%
 Net cash(1)                                    £2.6m                                        £8.0m                                       -68.1%
 Adjusted earnings per share                    4.4p                                         2.6p                                        +69.2%
 Group
 Profit/(loss) from discontinued operations(2)  £16.9m                                       (£1.2)m                                     +1473.4%
 Profit/(loss) for the year                     £19.9m                                       (£5.7)m                                     +448.5%
 Basic EPS: Continuing                          3.5p                                         (4.8)p                                      +172.9%
 Basic EPS: Discontinued                        19.6p                                        (1.3)p                                      1607.7%
 Final dividend per share                       1.2p                                         2.85p                                       -57.9%
 Total dividend per share                       2.4p                                         5.20p                                       -53.8%

(
) (1)excludes restricted cash (see pension disclosures)

(2)includes profit on disposal in FY25

 

 

Financial highlights (continuing operations only)

 

·        Total revenue increased by 4.1% (5.7% at constant exchange rate)
to £78.8m (FY24: £75.7m), reflecting a strong performance across our key
markets, underpinned by the growing demand for performance-led,
research-proven livestock supplements.

 

·        Group adjusted operating profit increased by 69.2% to £3.7m
(FY24: £2.2m), and adjusted profit before tax increased by 67.0% to £4.2m
(FY24: £2.5m), driven by a strong performance in the UK business.

 

·        UK/Europe performed strongly with revenue up 8.4% at £41.4m
(FY24: £38.2m) and adjusted operating profit up 66.7% at £2.8m (FY24:
£1.7m), led by our Caltech business which was largely driven by strong demand
for Crystalyx(®)-branded products.

 

·         Revenue in the US was stable at £37.4m (FY24: £37.5m) on a
reported basis (with growth of 2.9% on a constant currency basis) and adjusted
operating profit at £3.5m (FY24: £3.5m) against a backdrop of further
declines in US beef cattle production.

 

·         Adjusted earnings per share increased by 69.2% to 4.4 pence
(FY24: 2.6 pence).

·        Strong operating cash generation of £3.9m (FY24: £4.2m) which
represents 112% of adjusted EBITDA and a net cash position of £2.6m as at the
end of FY25 (FY24: £8.0m).

 

·        The Board has proposed a final dividend of 1.2 pence per share,
bringing the total dividend for FY25 to 2.4 pence per share (FY24: 5.2 pence
per share).

 

Operational and strategic highlights

 

·         Significant progress in implementing the transformational
strategic initiatives announced in FY24 in line with refreshed strategy as an
international specialist in livestock supplements.

 

·        Completed the sale of the majority of our Engineering Division
to Cadre Holdings, Inc. for an enterprise value of £75m in April 2025.

 

·          Returned £70m of cash to shareholders via a successful
Tender Offer in June 2025.

·       Appointed Joshua Hoopes as new Chief Executive Officer, bringing
significant experience in scaling international business in the agriculture
sector,

 

·         Completed the closure of Animax manufacturing site in the UK
and commodity feed business Afgritech in the US.

 

·         Established a manufacturing partnership with Vétalis in
France to develop an advanced range of Tracesure(®) boluses.

·        Completed first year of a distribution partnership with Seales
Winslow in New Zealand, delivering improvements in both volume and margin
growth.

Post period-end:

 

·       On 25 September 2025, the Company announced its change of name to
'Fevara plc', reflecting the Group's new strategic focus as an international
specialist in livestock supplements.

·       On 17 November 2025, the Group announced the completion of a new
banking facility with HSBC UK Bank PLC which will support Fevara's expansion
in complementary, counter-seasonal southern hemisphere and extensive
grazing-based growth markets.

 

·       On 3 December 2025 announced an agreement to acquire Domino
Industria E Comercio LTDA (trading as 'Macal') based in Campo Grande, Brazil,
representing the Group's first move into the strategically important Brazilian
cattle market with over 200 million cattle.

 

·      Macal is an established, cash-generative business with a strong
management team that provides us with an excellent platform for growth and the
opportunity to introduce higher-margin products in the region.

 

Current trading and outlook

 

·        The key northern hemisphere seasonal winter trading period has
started strongly with outlook for existing markets ahead of last year and in
line with expectations.

 

·       The agreement to acquire Macal, is expected to complete before
the end of January 2026 and be earnings and margin accretive in FY26.

 

Joshua Hoopes, Chief Executive Officer of Fevara plc commented:

 

"I am pleased to report my first set of full year results as Chief Executive
Officer, in what has been a transformative year for our business. We've
delivered strong progress against our refreshed strategy, which will enable us
to deliver long-term, sustainable shareholder value by leveraging our
market-leading brands, patented and research-proven products, scalable and
cash-generative operations, and trusted long-term customer relationships. The
recent announcement of our agreement to acquire Macal represents our first
entry into the significant Brazilian market and offers transformational growth
potential. I am very confident about the opportunities which lie ahead for the
Group."

 

For further information, please contact:

Enquiries

                                         +44 (0) 1228 554 600

 Fevara plc
 Joshua Hoopes, Chief Executive Officer

 Gavin Manson, Chief Financial Officer

 Hudson Sandler                          +44 (0) 20 7796 4133
 Hattie Dreyfus / Nick Moore

 

About Fevara plc:

 

Fevara is an international specialist in livestock supplements.

 

Fevara's purpose is to empower farmers in extensive grazing systems with
research-proven products that boost profitability, improve resource efficiency
and support sustainable agriculture.  The Group develops, manufactures and
markets research-proven supplements, including feed licks, blocks, bagged
minerals, and boluses for cattle, sheep and horses, sold under recognised and
trusted brands, including Crystalyx(®), HorsLic(®)(,) Horslyx(®), Scotmin
Nutrition(®), SmartLic(®) and Tracesure® Advanced.

 

Headquartered in Carlisle, Cumbria, in the UK, Fevara has four manufacturing
sites in the UK and the US, with three operational joint ventures in Germany
and the US. It serves customers in more than 20 countries through its
expansive international distribution and support network.

 

Fevara has been listed on the London Stock Exchange since 1972.

 

For more information, visit: www.fevara.com (http://www.fevara.com)

 

 

CHAIR'S STATEMENT

 

I was appointed in FY23 to support the Board in steering the business through
a significant strategic repositioning. In FY25, we successfully streamlined
the business, strengthened our balance sheet and reduced central costs.

 

Significant scale of opportunity

 

Global market fundamentals in the sector are very strong, driven by
high-volume demand for animal protein to feed a growing global population. I
have spent time at all our manufacturing sites, as well as those of our joint
venture partners in the US and Germany. I have also spoken to employees,
customers and distributors, including prospective partners in new regions.
Their energy is infectious, and the scale of opportunity is significant. I am
as enthused by our growth prospects as our teams are motivated to achieve
them.

 

Supporting sustainable agriculture

 

We are focused on developing and manufacturing products for pasture-fed
ruminants - including cattle, sheep and goats. Ruminants are the ultimate
'upcyclers' - ingesting grass and cellulose that we humans cannot eat to turn
into animal protein that we can, and feeding on pasture where crops cannot
easily - or at all - be grown.

 

Our products are research-proven to help optimise the performance and value of
this vital source of global protein, and this is reflected in our refreshed
purpose. In essence, we aim to empower farmers to improve resource efficiency
and create economic benefits, while supporting sustainable agriculture.

 

The right team for the job

 

We have built a strong management team and a stable, supportive Board. The
values, deep expertise and cohesion across our renewed leadership and wider
organisation position us well to deliver our revitalised, long-term growth
strategy.

 

I must also acknowledge, with deep gratitude, the patience and commitment of
our employees, many of whom experienced a time of uncertainty as we
streamlined the business, closing two sites and disposing of the majority of
the Engineering Division. Our imperative was to implement these changes
professionally and fairly by engaging with people as early as possible and
keeping the Board informed throughout the process. We are committed to
listening to our employees as we grow.

 

Looking ahead

 

Acknowledging the evolution of the Company and its focus as an international
specialist in livestock supplements, we undertook a name change. Fevara stems
from the word 'feoh', meaning wealth through cattle. The name change
reinforces our new business focus and symbolises our optimism for future
growth. Our research-proven products are backed by patents and well-respected
brands; and they are marketed through a growing international sales network.

 

Our strengthened leadership team is optimistic - confident in fact - about
finding revenue growth through new routes to market in existing and new
regions. With opportunities for growth, there are also challenges - exposure
to global trading uncertainties, cultural and legal differences and regional
climate considerations. These will need appropriate risk mitigation and I am
confident in our team and our plans. I am more than encouraged by our growth
prospects and motivated by our ability to bring economic and sustainable
benefit to the vital food chain in which we operate.

 

Reflecting the Group's renewed focus on growth, on 9 December 2025, the Board
agreed to move towards a progressive dividend policy, targeting cover of at
least 2x. A copy of the updated Dividend Policy can be found at www.fevara.com
(http://www.fevara.com) .

We face our future with enthusiasm.

Tim Jones, Non-Executive Chair

 

 

CEO REVIEW

 

I am pleased to present my first full year results as Chief Executive Officer
of Fevara plc after being appointed on 1 July 2025. Since first joining the
Group in March 2024, I have seen first-hand the scale of transformation under
way across our business. FY25 has been a pivotal year, during which we
completed the sale of the majority of our Engineering Division, returned £70m
to shareholders via a successful Tender Offer, and launched a new, refocused
strategy as an international specialist in livestock supplements.

 

A transformative year, unveiling a refocused strategy and bold new identity

 

The planned disposal of the majority of our Engineering Division to Cadre
Holdings, Inc. for £75m on 22 April 2025 represented a major milestone in our
transformation, reshaping our strategic focus as an international specialist
in livestock supplements and strengthening the balance sheet. A process
remains ongoing to realise the value for the remaining Chirton Engineering
business.

 

Our refreshed strategy is designed to deliver sustainable shareholder value by
leveraging our competitive strengths: market-leading brands, patented and
research-proven products, scalable and cash-generative operations and trusted
long-term customer relationships.

 

We are focused on three strategic pillars to drive disciplined, sustainable
growth and enhance returns for shareholders:

 

1.    Improve operating margins: by shifting our portfolio away from
lower-margin and commodity-based products, delivering a programme of
operational excellence and cost improvement plan and sharpening our raw
material and margin management processes.

 

2.   Deliver profitable, commercial growth: by reinvigorating our
commerciality and sales capabilities, strengthening new product development to
enhance our differentiated and patented product portfolio and prioritising
branded products with enhanced marketing.

 

3.   Expand into new growth markets: by leveraging strategic partnerships in
selected geographies, exploring investment opportunities in new high potential
markets and capitalising on our international product portfolio and
intellectual property.

 

Reflecting our new strategic focus as an international specialist in livestock
supplements, post period end on 13 October 2025, we changed the parent
Company's name to Fevara plc. The name Fevara is derived from the Old English
word 'feoh', meaning 'wealth through cattle', and reflects the Group's
commitment to the principles of sustainable livestock farming and supporting
farmers to meet global food security needs.

 

I am encouraged by the progress we have made to date as we continue to execute
against our refreshed strategy and build momentum for the future.

 

Performance overview

 

The Group delivered strong progress in the year ended 31 August 2025, with
revenue from continuing operations of £78.8m compared to £75.7m in FY24, a
4.1% increase. In line with our strategic focus on improving margins, adjusted
operating profit was £3.7m (FY24: £2.2m), a 69.2% increase on the prior
year.

 

This performance, achieved during a period of significant operational change
and continued cost discipline, highlights the tangible progress we are making
in reshaping the Group and provides a strong platform for future growth as an
international specialist in livestock supplements.

 

Performance across our markets remained resilient, underpinned by the strength
of our brands and growing demand for sustainable, performance-led livestock
nutrition solutions.

UK and Europe

 

In the UK, the business continued to benefit from the streamlining of
commercial and operational activities that supported volume growth in our
high-value Crystalyx® range, margin improvement and enhanced overall
efficiency. In June 2025, we completed the strategic closure of the Animax
manufacturing site in the UK, followed in July 2025 by the establishment of a
strategic manufacturing partnership with Vétalis in France to develop an
advanced range of Tracesure® boluses. This partnership represents a key step
in our growth strategy, driving innovation, improving on-farm productivity and
enhancing product delivery. Post period end, in November 2025, we launched
Tracesure® Advanced as part of our product portfolio, with the initial
customer response proving encouraging.

 

Growth was also supported by increased sales into the New Zealand market
through our new distributor, Seales Winslow. The operational transition and
customer migration are now complete and delivering improvements in both volume
and margin growth.

 

US

 

In the US, performance was primarily driven by strong volumes in the northern
states served by our South Dakota manufacturing site, reflecting robust demand
and high market penetration despite an overall reduction in the US beef
market. Efforts to increase market share in the southern states are beginning
to gain momentum, with plans in place to accelerate this growth. In October
2024, we announced the planned closure and sale of our commodity feed business
Afgritech, enabling the Group to focus on its higher margin and value-add
business areas in the US.

 

Strategic growth markets

 

As outlined in our strategy, we are exploring opportunities to enter new,
pasture-based livestock geographies with strong growth potential. At a global
level, fundamental market trends are positive: populations are rising,
affluence is increasing and demand for animal protein continues to grow. While
growth rates vary across regions and socio-economic groups, we remain
confident in our overall long-term growth potential, supported by high volumes
of livestock and the significant addressable market value across our target
markets.

 

Today, for example, we actively sell into less than 15% of the global cattle
market, leaving us significant scope to leverage our existing intellectual
property into new, large and growing markets. Our focus remains on identifying
complementary opportunities, particularly in southern hemisphere geographies
where cattle, sheep and goat populations continue to expand, underpinning the
rising global demand for protein. This directly supports our third strategic
pillar of expanding into new extensive growth markets to deliver long-term,
sustainable growth.

 

We continue to recognise the economic pressures farmers face and the evolving
practices in livestock farming required to improve yields, while addressing
increasing social and environmental expectations. Sustainability sits at the
heart of our purpose, which is to empower farmers in extensive grazing systems
with research-proven supplements that boost profitability, improve resource
efficiency and support sustainable agriculture.

 

Overall, we are well positioned to realise significant global market growth
opportunities while addressing the challenges of sustainable production. We
remain encouraged by our prospects in new growth markets and continue to
carefully assess opportunities.

 

Post balance sheet update

 

On 3 December 2025, the Group announced that it had entered into an agreement
to acquire Domino Industria E Comercio LTDA (trading as Macal) ('Macal'),
based in Campo Grande, Brazil. This comes after a period of extensive local
research and evaluation and marks our entry into the strategically significant
Brazilian market.

Macal is a leading provider of minerals and supplements, offering a range of
synergistic products across several branded lines for cattle, sheep and
horses, and a compelling strategic fit with our ambition to gain medium-term
access to Brazil's considerable population of more than 200 million cattle.
Subject to completion, I look forward to partnering with Macal's experienced
team, leveraging its established commercial network to expand distribution and
introducing our specialist products to the Brazilian market.

 

ESG framework developments

 

In FY25, reflecting our new focus as an international specialist in livestock
supplements, we developed a refreshed ESG strategy and framework structure.
Our new framework focuses business activities in the areas of People,
Production and Product, where the Group believes it can make tangible and
positive environmental and societal impacts. Our ESG commitments are
underpinned by our focus on Governance and transparency and overseen by our
Sustainability and Impact Committee (SIC) that I chair. In FY25, we also
renewed the SIC's members and Terms of Reference to better support our new
framework.

 

Looking ahead

 

FY25 has been a year of transformation and strong progress. We have taken
strategic actions, including the sale of the majority of our Engineering
Division, and initiatives to simplify operations and reduce costs. The
renaming of our parent Company, post period end, to Fevara plc marks the
completion of a significant phase in our transition and the start of an
exciting new chapter as an international specialist in livestock supplements.

 

I would like to thank our employees, customers, shareholders and partners for
their continued support and commitment during this significant period of
change. With a clear strategy for sustainable and profitable growth, we are
well positioned to create long-term value for all stakeholders and enter FY26
with strong momentum. The key northern hemisphere seasonal winter trading
period has started strongly with the outlook for FY26 for the Group's existing
markets ahead of last year and in line with the Board's expectations.

 

I am hugely excited by our future prospects as we continue to build on our
position as an international specialist in livestock supplements. Our
portfolio of market-leading brands, patented and research-proven products,
strong leadership and talent across the business and our refreshed strategic
direction provide a solid foundation for future success.

 

 

Joshua Hoopes

Chief Executive Officer

 

FINANCIAL REVIEW

 

Overview

 

In FY25, the Group made significant progress in implementing the
transformational strategic initiatives announced in FY24 to position the
business as an international specialist in livestock supplements.

Improved performance across our UK/Europe and US divisions, aligned to our
strategic pillars of 1) Improve operating margins and 2) Deliver profitable,
commercial growth, has driven FY25 EBIT growth.

 

We also made progress in line with our third strategic pillar 3) Expand into
new growth markets, as we announced, post year end, the agreement to acquire
Domino Industria E Comercio LTDA (trading as Macal) ('Macal'), based in Campo
Grande, Brazil. This represents the Group's initial entry into the
strategically significant Brazilian market of over 200 million cattle, with
the opportunity to develop a wider southern hemisphere footprint. Macal is an
established, cash-generative business with a strong management team that
provides us with an excellent platform for growth and the opportunity to
introduce higher-margin products in the region. The acquisition agreement is
underpinned by the new banking facilities, also announced post year end.

 

The Group will adopt a conservative approach to leverage when utilising these
facilities to support the implementation of its strategy over the coming
years. In combination with the return of £70m to shareholders through the
Tender Offer in June 2025, this reflects our commitment to improving operating
margin and return on capital employed, and to generating shareholder value
through sustainable growth.

 

FY25 performance summary

 

The overall performance of the continuing Group in FY25 reflects a strong
improvement in trading activities combined with a period of transformation in
central costs and non-core activities. The reduction in central costs,
associated directly with the sale of the majority of the Engineering Division
in April 2025, and the resulting reduction in scale arising from that
disposal, took effect largely over H2 FY25 and has continued into FY26.

 

The resource necessary for the delivery of the strategy to transition to an
international specialist in livestock supplements was put in place over H2
FY24 and H1 FY25. The resultant overlap of some costs means that the full
effect of net cost reduction is not fully apparent in FY25; however, the
implementation of cost reductions and anticipated final position are in line
with management expectations.

 

The non-core activities of the Group were significantly simplified in FY25
through the disposal of nine investment and/or unused properties, with a
further three (including the former Animax site) currently being marketed. In
addition, the de-risking of the Group's pension scheme progressed, with the
completion of the 'buy-in' process started in FY24 and the contingent cash
requirement placed in escrow (see below), as identified on the balance sheet
as 'restricted cash'.

 

Following the disposal of the majority of the Engineering Division, the
discontinued activities of the Group at the year end comprised the Chirton
Engineering business (Chirton) and, in respect of non-current assets held for
sale on the balance sheet, the three properties being marketed. Chirton was
not included in the main engineering disposal because of its oil and gas
industry focus (in contrast to the nuclear focus of the businesses sold). We
have received interest in the Chirton business from a number of parties and a
focused sales process is continuing.

 

Presentation of results for the year

 

The statutory presentation of financial results under IFRS is intended to give
the reader the information required to assess future performance. These
reflect the continuing operations of the Group. Businesses and assets within
the Group that are not expected to remain part of the Group are disclosed as
being 'discontinued'.

 

The results of 'discontinued activities' in the profit and loss account
reflect the trading of discontinued activities up to the point of disposal or
for the full year if not disposed at the year end.  Discontinued activities
are reflected in the balance sheet based on holding value less estimated
disposal costs.

 

Continuing operations

 

The continuing operations of the Group during FY25 represent its direct
interests in the feed supplements markets for pasture based livestock in the
UK and US and its joint ventures in US and Germany.

 

The Group also operates through joint ventures in Germany and the US. The
contribution of these joint ventures is reported as the Group's share of
post-tax results.

 

                                                                                                                                    FY25                                                                             FY24                                                  Movement
                                                                                                                                   £'m

                                                                                                                                                                                                                       £'m                                                               %
 Revenue
  UK/Europe                                                                                                                         41.4                                                                           38.2                                                     +8.4%
 US                                                                                                                                    37.4                                                                          37.5                                                      -0.2%
 Total                                                                                                                                 78.8                                                                          75.7                                                      +4.1%
 Adjusted operating profit
 UK/Europe: Fully owned                                                                                                                 2.2                                                                            1.1                                                     +89.2%
 Uk/Europe: Joint ventures                                                                                                              0.7                                                                            0.6                                                     +19.9%
 UK/Europe Total                                                                                                                        2.8                                                                            1.7                                                     +66.7%

 US: Fully owned                                                                                                                        2.8                                                                            2.7                                                     +5.4%
 US: Joint ventures                                                                                                                     0.7                                                                            0.8                                                     -16.3%
 US Total                                                                                                                               3.5                                                                            3.5                                                     +0.3%

 Central                                                                                                                             (2.7)                                                                          (3.0)                                                       -11.7%
 Total                                                                                                                                  3.7                                                                            2.2                                                      +69.2%
 Adjusting items
 UK/Europe                                                                                                                            (1.4)                                                                         (2.7)                                                       -47.2%
 US                                                                                                                                  (0.3)                                                                          (1.8)                                                      -84.8%
 Central                                                                                                                              0.4                                                                           (4.5)                                                      +109.3%
 Total                                                                                                                                (1.3)                                                                         (9.0)                                                       -85.7%
 Operating profit/(loss)
 UK/Europe                                                                                                                            1.4                                                                             (1.0)                                                     +239.0%
 US                                                                                                                                     3.2                                                                          1.7                                                        +88.7%
 Central                                                                                                                              (2.3)                                                                         (7.5)                                                       -70.0%
 Total                                                                                                                                2.4                                                                           (6.8)                                                       +135.1%

 

UK/Europe

 

During the year, the UK/Europe Division comprised the Group's Crystalyx®
operations: Caltech in Silloth, Cumbria, Scotmin in Ayr, Ayrshire, Animax near
Bury St Edmunds, Suffolk, and the joint venture with Crystalyx Products GmbH
in Oldenburg, Germany. In July 2025, the Animax plant was closed, with
production outsourced and sales of enhanced product transferred to Scotmin.

 

The UK businesses continued to benefit from the management and operational
integration initiated in H2 FY24. Programmes focused on margin improvement,
growth and working capital efficiency were embedded into core business
practices. These initiatives are delivering both tactical and structural
benefits through a culture of continuous improvement, supported by enhanced
performance management and targeted employee development.

 

In Q2 FY25, the Group exited its sub-scale New Zealand distribution operations
and entered an agreement with a local distributor with an established sales
infrastructure. As a result, sales of product to New Zealand (now recorded
within UK sales) increased by 3.9% year-on-year.

 

Volume

Sales of manufactured tonnage across the UK businesses increased by 7.0%
during the year. Caltech achieved strong growth of 14.5%, driven by demand for
Crystalyx®, its low-moisture block range. Scotmin recorded a 4.9% reduction,
reflecting the planned rationalisation of legacy products to restore
competitive margins.

 

Revenue

Net revenue from the UK businesses increased by 8.4% to £41.4m. The
improvement was led by Caltech with a year-on-year revenue increase of 14.0%.
Despite reporting lower tonnage volumes, Scotmin's revenue grew 3.5%,
supported by stronger sales of bagged minerals and concentrates and the
transfer of bolus sales from Animax in July 2025.

 

Animax's revenue decreased by 4.9% to £4.8m, reflecting the conclusion of the
Aquaculture contract (FY24: £1.2m; FY25: £0.2m). Excluding Aquaculture,
bolus sales increased by 29.6% to £5.0m, supported by operational
improvements that increased throughput and positioned the business for the
Tracesure® 2.0 launch in Q1 FY26.

 

Margins

 

Gross margins in the continuing businesses improved strongly, reflecting gains
in procurement, operational efficiency and commercial execution. Caltech's
margin increased from 17% to 28%, and Scotmin's from 8% to 14%, with both
businesses benefiting from improved product mix and cost control. Animax's
margin declined from 53% to 42%, due to early-year downtime and additional
labour costs associated with throughput measures.

 

EBIT

 

The UK businesses, including share of results from joint ventures, delivered
adjusted EBIT of £2.8m, an increase of £1.1m (or 67%) on the prior year.
This improvement reflected strong underlying trading at Caltech, up £1.1m (or
45%) and Scotmin, up £0.1m (or 41%), alongside a £0.9m (or 147%) reduction
in losses at Animax.  Business results are also inclusive of the previous
investment in UK leadership team in line with the Group's strategic growth
objective.

 

Joint venture

 

Our joint venture Crystalyx Products GmbH (Oldenburg, Germany), manufactures
and distributes Crystalyx® products across mainland Europe. Fevara's post-tax
share of profits increased by £0.1m (or 20%) to £0.66m, reflecting continued
demand growth in core European markets and sustained operational efficiency at
the facility.

 

US

 

The US Division comprises the New Generation Supplements (NGS) feed block
operations at Belle Fourche, South Dakota, and Poteau, Oklahoma, together with
two joint ventures Gold-Bar Feed Supplements LLC ('Gold-Bar') in Sioux City,
Iowa and ACC Feed Supplement LLC ('ACC') in Shelbyville, Tennessee. The
loss-making Afgritech business in Watertown, New York was closed on 31 October
2024 and sold on 1 November 2024; results are reported under 'discontinued
operations'.

 

Volume

 

Strong demand in the northern states supported the Belle Fourche operations,
which achieved 10.5% volume growth. At the Poteau plant, we undertook an
operational and commercial restructure, which resulted in a 2.3% decline for
the full year. However, the benefits of management's actions and commercial
activity were apparent in Q4 FY25 and into Q1 FY26 as volumes rebounded. The
closure of the Silver Springs plant in Nevada (January 2024) provided a
natural offset. Overall, US output increased by 2.4%, or 5.0% across
continuing plants.

 

Revenue

 

Revenue reflected these volume trends, with gains at Belle Fourche offset by
reductions at Poteau and Silver Springs. On a constant currency basis, revenue
increased by 2.6%, or 5.2% across continuing plants. After translation to the
reporting currency, reported revenue decreased marginally by 0.2%
year-on-year.

 

Margins

 

Gross margins in our US Division improved from 19.6% in FY24 to 21.0% in FY25,
reflecting greater utilisation and efficiency at Belle Fourche, partly offset
by the restructuring activities earlier in the year, as described above.
Operational and commercial initiatives delivered during the year supported
these improvements and are expected to benefit margins in FY26.

 

EBIT

 

Adjusted EBIT performance mirrored volume trends: Belle Fourche's EBIT
increased 23.0%, while Poteau decreased by 70.1% due to lower volumes and
higher labour costs. The closure of Silver Springs, which was loss-making in
FY24, contributed to a net divisional improvement of 32.3% on a constant
currency basis.

 

After translation and overhead allocation, divisional adjusted EBIT before
results from joint ventures increased by £0.15m (or 5.4%) to £2.8m. A
£0.13m (or 16.3%) reduction in post-tax joint venture profits brought the
total US divisional profitability to £3.5m, a modest 0.3% improvement on the
prior year and a creditable result in a market that experienced declining
cattle numbers in the year.

 

Joint ventures

 

The US Division includes joint ventures Gold-Bar (Sioux City, Iowa) and ACC
(Shelbyville, Tennessee). The Group's post-tax share of joint venture profits
decreased by 16.3% to £0.69m, reflecting a £0.2m reduction at ACC, partially
offset by a £0.07m increase from Gold-Bar.

 

Central

 

To reflect the Group's focus as a single business operating globally, as
evidenced by the Group's disposal of the majority of its Engineering Division
in April 2025, the Group is engaged in an ongoing process to reduce the scale,
complexity and cost of its central operations.

 

While the timing of the disposal reduced the impact of these cost reductions
in FY25, the process has continued into FY26 and is proceeding in line with
expectations. Run-rate central costs are currently c.65% of the level in FY24,
prior to the engineering sale.

 

Discontinued operations

 

The result of the discontinued operations of the Group reflects:

 

                                                                      £'m
 Adjusted operating profit                      5.4
 Adjusting items                                12.6
 Operating profit from discontinued activities  18.0

 

Adjusted operating profit

 

                                                                              £'m
 1   Afgritech business prior to closure in October 2024     −
 2   Engineering businesses disposed in April 2025           5.4
 3   Chirton Engineering business throughout FY25            −
     Adjusted operating profit from discontinued activities  5.4

 

1        The Afgritech business in Watertown, New York was an agricultural
feed business supporting the dairy cattle industry in upper New York State.
The business viability was compromised by relative structural movements in the
commodity price for Canola vs Soya. In FY24, the business lost £0.5m and the
decision to dispose was taken prior to the end of FY24. The business closed on
31 October 2024 and the assets of the business were sold on 1 November 2024.
Closure costs net of a small gain on sale of the assets of the business of
£0.5m is reflected within 'adjusting items'.

 

2     The Engineering Division, less Chirton (see below), was sold to Cadre
Holdings, Inc. in April 2025. The adjusted operating profit of the disposed
businesses in the period up to the point of disposal was £5.4m. The gain on
sale of the businesses (net of disposal costs) of £16.2m is reflected within
'adjusting items'.

 

3        The Chirton Engineering business was retained throughout the FY25
financial year - however, it remains the intention of the Group to sell the
business and a sales process is under way. The adjusted operating profit of
the business in FY25 was £nil (FY24: loss £0.6m). Actions have now been
taken to further improve the profitability and prospects of the business.

 

Adjusting items

 

In FY25, the Group recognised net adjusting items of a gain of £11.3m. This
comprised net costs of £1.3m within continuing operations and a net gain of
£12.6m within discontinued operations, driven by a gain on the sale of the
Engineering businesses.

 

M&A activity costs

 

A key pillar of the Group's future strategy, announced in December 2024, is
the entry into new structural growth markets. In the lead up to the Group's
announcement on 3 December 2025 of its entry into the Brazilian market through
an agreement to acquire Domino Industria E Comercio LTDA based in Campo
Grande, Brazil, the Group conducted thorough research on the Brazilian and
other potential target markets. In conducting this research and preparation
for entry into new markets, the Group incurred costs of £0.4m.

 

Restructuring costs

 

Restructuring costs of £2.4m were incurred in continuing operations,
primarily in relation to the central organisation and UK/Europe and UK
management structure. In discontinued operations, costs of £0.6m were
incurred relating to the closure of Afgritech.

 

Profit on disposal, fair value measurement and impairment

 

A profit of £16.2m was recognised in relation to the sale of the majority of
the Engineering Division that completed in April 2025. Discontinued operations
also included costs relating to the preparation for sale of Chirton
Engineering £0.3m together with an impairment against the business assets of
£2.8m.

 

Continuing operations of £2.8m related to the net gains realised on disposal
of the property sales concluded in the period.

 

Non recurring costs incurred centrally

Costs of £0.6m incurred in the year centrally related to the Engineering
Division/disposal process that are non recurring.

Pension de-risking

 

During the year, the Group completed the first stage of de-risking its defined
benefit pension scheme through the purchase by the scheme trustees of a
'buy-in' annuity policy to insure the liabilities of the scheme. Costs
associated with this process of £0.4m were incurred.

 

Adjusting items

 

The adjusting items reflected in FY25 are:

 

 Costs/(Profits)                                                                          Continuing                          Discontinued                       Total

                                                                                                £'m                                   £'m                         £'m
 M&A activity costs                                                                  0.4                                                   −                       0.4
 Restructuring/closure costs                                                         2.4                                         0.6                               3.0
 Profit on disposal of disposal group and non-current assets previously                (2.8)                                    (16.2)                           (19.1)
 classified as held for sale
 Loss on fair value less costs to sell and impairment of disposal group assets        −                                        3.1                                3.1
 Non-recurring costs incurred centrally that related to the Engineering                0.6                                                 −                       0.6
 Division and transaction
 Costs related to pension scheme buy-in                                                 0.4                                                −                       0.4
 Other                                                                                  0.3                                                −                       0.3
 Total Note 3                                                                             1.3                                   (12.6)                           (11.3)

 

Sale of Engineering Division

 

The Group entered into an agreement with Cadre Holdings, Inc. on 16 January
2025 for the sale of the majority of its Engineering Division for an
enterprise value of £75m. Following regulatory approval, on completion in
April 2025 the Group received cash proceeds of £68.6m with a further £1.5m
due on receipt of related RDEC tax claims. Costs of disposal were £2.4m.

 

Tender Offer

 

In June 2025, the Group completed a Tender Offer process to return £70m of
the combined net proceeds of the Engineering and property sales to
shareholders. This resulted in the repurchase and cancellation of 42,944,785
shares (approximately 45% of the issued share capital) at a price of £1.63
per share. Costs of £0.9m were incurred.

 

Post balance sheet events

 

Banking facilities

 

On 17 November 2025, the Group announced that it had entered into new Group
banking facilities with HSBC, comprising £20m committed facilities and £10m
uncommitted facilities. The facilities comprise a revolving credit facility
with an expiry period of three years, extendable by two further one-year
periods.

 

Agreement to acquire Domino Industria E Comercio LTDA ('Macal')

On 3 December 2025, the Group announced that it had reached an agreement to
acquire Domino Industria E Comercio LTDA (trading as 'Macal') based in Campo
Grande, Brazil. The transaction is expected to complete in six to eight weeks,
with initial purchase consideration of £5.0m and a further £0.8m to £1.9m
payable in March 2028, subject to business performance.

 

Alternative performance measures

 

The Strategic report and this Financial Review include references to both
statutory and alternative performance measures (APMs). The principal APMs are
intended to give the reader visibility of the potentially recurring
performance of the business and, as such, measure profitability excluding
items regarded by the Directors as adjusting items (Note 3). These APMs,
generally referred to as 'adjusted' measures, are used in the management of
the business and also in assessing some performance objectives under the
Group's incentive plan. A glossary of the APMs is included in Note 11.

 

Finance costs

 

Net finance income from continuing activities of £0.5m reflects net
operational interest plus the one-off deposit interest on the proceeds of the
sale of the majority of the Engineering Division in April 2025, prior to
distribution to shareholders through the Tender Offer in June 2025.

 

Profit before tax

 

Adjusted profit before tax of £4.2m for continuing operations represents a
67% increase on the £2.5m equivalent from FY24. This reflects the improvement
in performance of the underlying business.

 

Profit before tax from continuing operations of £2.9m (FY24: loss £6.5m)
reflects the combination of that improved performance and the significant
reduction in adjusting items within continuing operations.

 

Taxation

 

The net tax credit on continuing operations of £0.1m reflects a tax charge on
continuing operations of £0.8m (FY24: credit of £0.035m), offset by a
reduction in deferred tax of £0.9m (FY24: increase of £0.6m).

 

Earnings per share

 

The total profit attributable to the equity shareholders of the Company
amounted to £19.9m, equating to basic earnings per share of 23.1 pence (FY24:
loss of 6.1 pence). The basic earnings per share on continuing operations was
3.5 pence (FY24: loss of 4.8 pence). The adjusted earnings per share for
continuing operations was 4.4 pence (FY24: 2.6 pence).

 

Foreign exchange impact

 

Foreign exchange movements principally impact the Group through the
translation of profits earned in the US and Europe.

 

The impact of foreign exchange on revenue and adjusted EBIT for continuing
operations for FY25 was:

 

                Reported                                                    Constant Currency
                              £'m                         Growth %                        £'m                         Growth %
 Revenue        78.8                             4.1%                       80.0                             5.7%
 Adjusted EBIT  3.7                              69.2%                      3.8                              72.8%

 

Cash flow and net cash/debt

 

During the year, the continuing operations of the Group generated £3.9m cash
from operating activities, prior to the investment of £1.3m in fixed assets.

 

Net cash available for continuing operations as at the end of FY25 was £2.6m
(FY24: £8.0m) with an additional £4.6m (FY24: £nil) of restricted cash,
held in escrow in respect of the pension scheme (see below).

 

Non-trading cash movements in the year related to items described above -
principally the sale of the majority of the Engineering Division and other
assets, the Tender Offer and the establishment of the pension scheme escrow
account. In addition, dividends of £3.8m were paid to shareholders. Details
are available in the Consolidated statement of cash flows.

 

Pensions

 

The Group operates defined contribution and defined benefit pension schemes.

 

In FY24, the Group began the process to de-risk its defined benefit pension
scheme. As a consequence of uncertainties over the potential future
liabilities of the scheme as a result of issues identified over the
application of legislative changes in the 1990s, in FY24 the Group agreed to
place £4.5m in escrow (jointly with the pension scheme trustees). In FY25,
that money was placed in escrow and is disclosed on the Group balance sheet as
'restricted cash'.

 

In January FY25, the trustees completed the purchase of a bulk annuity policy
to insure the liabilities of the scheme - subject to resolution of the issues
referred to above. On resolution of the issues and the completion of the
process for the insurer to enter into contracts directly with scheme members,
any unutilised balance from the escrow account will be returned to the Group.

 

The movement in the retirement benefit obligation/asset from FY24 to FY25
reflects the buy-in accounting where the fair value of the assets match the
liabilities to the extent they are covered under the policy. The liabilities
not currently covered include liabilities to be determined during the data
cleanse exercise which will be brought under the policy when the final premium
is determined. The Company has set aside funds to cover expenses and
liabilities of the scheme during this period. This is shown as restricted cash
on the balance sheet.

Dividends

 

During the year, the Group paid dividends totalling £3.8m comprising a final
dividend for FY24 of 2.85 pence per share and an interim dividend for FY25 of
1.2 pence per share. A final dividend for FY25 of 1.2 pence per share, making
a total for the year of 2.4 pence per share (FY24: 5.2 pence), will be
proposed to shareholders at the Company's AGM in February 2026.  Subject to
shareholder approval, the final dividend will be paid on 13 March 2026 to
shareholders on the register at close of business on 23 January 2026, and the
shares will go ex-dividend on 22 January 2026.

 

Reflecting the Group's renewed focus on growth, on 9 December 2025, the Board
agreed to move towards a progressive dividend policy, targeting cover of at
least 2x. This approach ensures we can continue to invest in the business in
line with our growth strategy, while sustaining an appropriate level of
shareholder returns.  A copy of the updated Dividend Policy can be found at
www.fevara.com (http://www.fevara.com) .

CONSOLIDATED INCOME STATEMENT

for the year ended 31 August 2025

                                                                                                2024

                                                                                      2025      (restated)

                                                                              Notes   £'000     £'000
 Continuing operations

 Revenue                                                                      2       78,834    75,701
 Cost of sales                                                                        (61,746)  (61,434)

 Gross profit                                                                         17,088    14,267

 Distribution costs                                                                   (1,012)   (1,186)
 Administrative expenses                                                              (15,040)  (21,250)
 Share of post-tax results of joint ventures                                          1,350     1,374

 Adjusted(1) operating profit                                                 2       3,668     2,168
 Adjusting items                                                              3       (1,282)   (8,963)
 Operating profit/(loss)                                                      2       2,386     (6,795)

 Finance income                                                                       1,013     1,013
 Finance costs                                                                        (505)     (681)

 Adjusted(1) profit before taxation                                           2       4,176     2,500
 Adjusting items                                                              3       (1,282)   (8,963)
 Profit/(loss) before taxation                                                2       2,894     (6,463)

 Taxation                                                                     4       133       1,974

 Adjusted(1) profit for the year from continuing operations

                                                                                      3,821     2,461
 Adjusting items                                                              3       (794)     (6,950)
 Profit/(loss) for the year from continuing operations                                3,027     (4,489)

 Discontinued operations
 Profit/(loss) for the year from discontinued operations (including held for
 sale)

                                                                              5       16,906    (1,231)

 Profit/(loss) for the year attributable to equity shareholders

                                                                                      19,933    (5,720)

 Basic earnings/(loss) per Ordinary Share (pence)
 Profit/(loss) from continuing operations                                     6       3.5       (4.8)
 Profit/(loss) from discontinued operations                                   6       19.6      (1.3)
                                                                              6       23.1      (6.1)

 Diluted earnings/(loss) per Ordinary Share (pence)
 Profit/(loss) from continuing operations                                             3.5       (4.8)
 Profit/(loss) from discontinued operations                                           19.4      (1.3)
                                                                                      22.9      (6.1)

(1  ) Adjusted results are consistent with how business performance is
measured internally and is presented to aid comparability of performance.
Adjusting items are disclosed in Note 3. An alternative performance measures
glossary can be found in Note 11.

 

During the year the Group has reviewed its policy on cost allocation in the
income statement to ensure all of its businesses classify costs on a
consistent basis. The current year is the first full year where the main
continuing businesses are using the same ERP system, which has facilitated
alignment of cost allocation. Costs classified as distribution costs include
non-recoverable haulage costs and fixed costs of distribution such as vehicle
and employee related costs. As a result of this policy review, the prior year
has been restated to reflect £3.2m being reclassified from distribution costs
to administrative expenses.  There has been no impact to profit.

 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the year ended 31 August 2025

 

                                                                                        2024

                                                                              2025      (restated)
                                                                              £'000     £'000

 Profit/(loss) for the year attributable to equity shareholders

                                                                              19,933    (5,720)

 Other comprehensive (expense)/income

 Items that may be reclassified subsequently to profit or loss:
 -     Foreign exchange translation losses arising on translation of
 overseas subsidiaries

                                                                              (120)     (1,670)
 -     Taxation credit on foreign exchange translation losses arising on
 translation of overseas subsidiaries

                                                                              54        178

 Items that will not be reclassified subsequently to profit or loss:
       -       Actuarial losses on retirement benefit asset                   (4,205)   (412)
 -     Taxation credit on actuarial losses on retirement benefit asset

                                                                              1,051     103

 Other comprehensive expense for the year, net of tax                         (3,220)   (1,801)

 Total comprehensive income/(expense) for the year                            16,713    (7,521)

 Total comprehensive (expense)/income attributable to:

 Continuing operations                                                        (359)     (5,430)
 Discontinued operations                                                      17,072    (2,091)
                                                                              16,713    (7,521)

 

Total comprehensive (expense)/income attributable to discontinued operations
includes net gains of £166,000 (2024: net losses of £860,000) in respect of
foreign exchange translation movements relating to overseas subsidiaries.

 

The comparatives have been restated to separately present tax within foreign
exchange translation losses arising on translation of overseas subsidiaries.

 

CONSOLIDATED BALANCE SHEET

as at 31 August 2025

                                                                                    2025      2024
                                                                             Notes  £'000     £'000
 Assets
 Non-current assets
 Goodwill                                                                           2,068     2,068
 Other intangible assets                                                            31        32
 Property, plant and equipment                                                      8,941     9,900
 Right-of-use assets                                                                853       656
 Investment property                                                                -         316
 Interest in joint ventures                                                         7,101     6,288
 Other investments                                                                  21        26
 Financial assets
 Retirement benefit asset                                                           -         1,807
 Deferred tax asset                                                                 2,428     208
                                                                                    21,443    21,301
 Current assets
 Inventories                                                                        12,298    12,062
 Trade and other receivables                                                        10,644    10,352
 Current tax assets                                                                 6         712
 Financial assets
 - Restricted cash                                                                  4,573     -
 - Cash and cash equivalents                                                        7,855     13,714
 Assets included in disposal groups and other assets classified as held for
 sale

                                                                             5      2,939     85,663
                                                                                    38,315    122,503

 Total assets                                                                       59,758    143,804

 Liabilities
 Current liabilities
 Financial liabilities
 - Borrowings                                                                       (1,803)   (2,764)
 - Leases                                                                           (183)     (267)
 Trade and other payables                                                           (11,741)  (10,707)
 Current tax liabilities                                                            (10)      -
 Liabilities included in disposal groups classified as held for sale

                                                                             5      (1,477)   (31,748)
                                                                                    (15,214)  (45,486)
 Non-current liabilities
 Financial liabilities
 - Borrowings                                                                       (3,492)   (2,913)
 - Leases                                                                           (759)     (448)
 Retirement benefit obligation                                                      (2,896)   -
 Deferred tax liabilities                                                           -         (23)
                                                                                    (7,147)   (3,384)

 Total liabilities                                                                  (22,361)  (48,870)

 Net assets                                                                         37,397    94,934

 Shareholders' equity
 Share capital                                                                      1,293     2,361
 Share premium                                                                      11,189    10,945
 Other reserves                                                                     24,915    81,628
 Total shareholders' equity                                                         37,397    94,934

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the year ended 31 August 2025

 

 

 1                                                                                                                     Capital                              Treasury                                       Equity                                     Foreign                                                                                                                          Total          Shareholders'

                                                               Share                       Share                 Redemption                                      Share                           Compensation                                       Exchange                                       Other                            Retained                                          Equity

                                                             Capital                 Premium                          Reserve                                 Reserve                                    Reserve                                      Reserve                                   Reserve                             Earnings                                           £'000

                                                                £'000                      £'000                         £'000                                   £'000                                      £'000                                        £'000                                      £'000                                £'000

                                                       2,354                         10,664              -                                                                               264                                             3,127                                       190                                          91,276                           107,875

 At 3 September 2023

                                                                                                                                                 -
 Loss for the year                                     -                             -                   -                                       -                                       -                                               -                                           -                                             (5,720)                         (5,720)
 Other comprehensive expense                                                                                                                                                                                   -

                                                       -                             -                   -                                       -                                                                                       (1,492)                                     -                                                 (309)                       (1,801)
 Total comprehensive expense

                                                       -                             -                   -                                       -                                       -                                                         (1,492)                           -                                             (6,029)                         (7,521)
 Dividends paid                                        -                             -                   -                                       -                                       -                                               -                                           -                                             (6,006)                         (6,006)
 Equity-settled share based payment transactions       -                             -                                                                                                                         358                       -                                           -                                                        -                    358

                                                                                                         -                                       -
 Excess deferred taxation on share based payments      -                             -                                                                                                   -                                               -                                           -                                                     14                      14

                                                                                                         -                                       -
 Allotment of shares                                   7                             281                 -                                       -                                       -                                               -                                           -                                                        -                    288
 Purchase of own shares held in trust                  -                             -                                                                                                   -                                               -                                           -                                                        -                    (74)

                                                                                                         -                                       (74)
 Transfer                                              -                             -                   -                                       74                                      (298)                                           -                                           (34)                                               258                        -

 At 31 August 2024                                     2,361                         10,945              -                                       -                                       324                                             1,635                                       156                                          79,513                           94,934
                                                       2,361                         10,945              -                                                                               324                                             1,635                                       156                                   79,513                                  94,934

 At 1 September 2024                                                                                                                             -
 Profit for the year                                   -                             -                   -                                       -                                       -                                               -                                           -                                     19,933                                  19,933
 Other comprehensive expense

                                                       -                             -                   -                                       -                                       -                                               (66)                                        -                                     (3,154)                                 (3,220)
 Total comprehensive (expense)/income

                                                       -                             -                   -                                       -                                       -                                                               (66)                        -                                     16,779                                  16,713
 Dividends paid                                        -                             -                   -                                       -                                       -                                                                    -                      -                                     (3,826)                                 (3,826)
 Equity-settled share based payment transactions       -                             -                                                                                                   188                                                                  -                      -                                     -                                       188

                                                                                                         -                                       -
 Excess deferred taxation on share based payments      -                             -                                                                                                   -                                                                    -                      -                                     43                                      43

                                                                                                         -                                       -
 Allotment of shares                                   6                             244                 -                                       -                                       -                                                                    -                      -                                     -                                       250
 Own shares purchased for cancellation                 (1,074)                       -                                                                                                   -                                                                    -                      -                                     (70,000)                                (70,000)

                                                                                                         1,074                                   -
 Costs of own shares purchased for cancellation                      -               -                                                                                                   -                                                                    -                      -                                     (897)                                   (897)

                                                                                                         -                                       -
 Purchase of own shares held in trust                  -                             -                                                                                                   -                                                                    -                      -                                     -                                       (8)

                                                                                                            -                                    (8)
 Transfer                                              -                             -                   -                                       8                                       (156)                                                                -                      (156)                                 304                                     -

 At 31 August 2025                                     1,293                         11,189              1,074                                   -                                       356                                                        1,569                            -                                     21,916                                  37,397

 

 

CONSOLIDATED STATEMENT OF CASH FLOWS

for the year ended 31 August 2025

 

 

 

                                                                                                     2025                                          2024
                                                                          Notes                     £'000                                         £'000
 Cash flows from operating activities
 Cash generated from continuing operations                                7      3,404                                         2,657
 Interest received                                                               866                                           734
 Interest paid                                                                   (504)                                         (681)
 Tax received                                                                    158                                           1,539
 Net cash generated from operating activities in continuing operations

                                                                                 3,924                                         4,249
 Net cash generated from operating activities in discontinued operations

                                                                                 3,796                                         3,194
 Net cash generated from operating activities                                    7,720                                         7,443

 Cash flows from investing activities
 Sale of Engineering disposal group (net of cash disposed)                       66,774                                        4,000
 Dividends received from joint ventures                                          482                                           916
 Purchase of intangible assets                                                   (6)                                           (9)
 Proceeds from sale of property, plant and equipment                             72                                            17
 Purchase of property, plant and equipment                                       (1,257)                                       (1,188)
 Proceeds from sale of investment property                                       -                                             182
 Proceeds from sale of non-current assets classified as held for sale

                                                                                 5,961                                         -
 Cash invested in escrow account                                                 (4,500)                                       -
 Net cash generated from investing activities in continuing operations

                                                                                 67,526                                        3,918
 Net cash used in investing activities in discontinued operations

                                                                                 (713)                                         (3,526)
 Net cash generated from investing activities                                    66,813                                        392

 Cash flows from financing activities
 Proceeds from issue of Ordinary Share capital                                   250                                           288
 Purchase of own shares held in trust                                            (8)                                           (74)
 Purchase of own shares for cancellation                                         (70,897)                                      -
 New financing and drawdowns on RCF                                              7,990                                         -
 Repayment of RCF drawdowns                                                      (7,500)                                       (1,816)
 Lease principal repayments                                                      (284)                                         (322)
 Repayment of borrowings                                                         (98)                                          (863)
 Dividends paid to shareholders                                                  (3,826)                                       (6,006)
 Net cash used in financing activities in continuing operations

                                                                                 (74,373)                                      (8,793)
 Net cash used in financing activities in discontinued operations

                                                                                 (1,234)                                       (1,677)
 Net cash used in financing activities                                           (75,607)                                      (10,470)
 Net decrease in cash and cash equivalents                                       (1,074)                                       (2,635)
 Cash and cash equivalents at beginning of the year                              7,930                                         10,769
 Exchange differences on cash and cash equivalents                               4                                             (204)
 Cash and cash equivalents at end of the year                                    6,860                                         7,930
 Cash and cash equivalents included in disposal group                            (808)                                         3,114
 Cash and cash equivalents for continuing operations                      9      6,052                                         11,044

 

NOTES TO THE PRELIMINARY ANNOUNCEMENT

 

1.         Basis of preparation and going concern

 

          The financial information in this preliminary announcement
does not constitute the Company's statutory accounts for the years ended 31
August 2025 or 31 August 2024. Statutory accounts for 2024 have been delivered
to the Registrar of Companies, and those for 2025 will be delivered in due
course. The auditor has reported on those accounts; their reports were (i)
unqualified, (ii) did not include a reference to any matters to which the
auditor drew attention by way of emphasis without qualifying their report and
(iii) did not contain a statement under section 498 (2) or (3) of the
Companies Act 2006.

 

             Going concern

 

The financial information in this preliminary announcement has been prepared
on a going concern basis which the Directors consider to be appropriate for
the following reasons.

 

The Directors have reviewed the Group's operational forecasts and projections
for the three years to 31 August 2028 as used for the viability assessment,
taking account of reasonably possible changes in trading performance, together
with the planned capital investment over that same period. The Group is
expected to have a sufficient level of financial resources available through
operating cash flows and bank facilities for the period to the end of December
2026 ("the going concern period"). The Group has operated within all its
banking covenants throughout the year.  Since the year end the Group's main
banking facility is provided by HSBC UK Bank PLC (Note 10). The committed
facility is for £20m and is in place until November 2028 with potential to
extend by two further one-year periods.

 

For the purpose of assessing the appropriateness of the preparation of the
Group's accounts on a going concern basis, the Directors have prepared
financial forecasts for the Group, comprising profit before and after
taxation, balance sheets and cash flows covering the period to the end of
December 2026. The forecasts consider the current cash position, the
availability of banking facilities and an assessment of the principal areas of
risk and uncertainty.

 

These forecasts have been sensitised on a combined basis for severe but
plausible downside scenarios. The scenarios tested included significant
reductions in revenue and margins together with the impact on cash outflows
from funding potential acquisitions. The results of this stress-testing showed
that, due to the stability of the core business, the Group would be able to
withstand the impact of these severe but plausible downside scenarios
occurring over the period of the financial forecasts. In addition to testing
these severe but plausible downside scenarios, reverse stress testing was also
applied to the sensitised forecasts, to understand what level of downside
scenario the Group would not be able to withstand. The scenarios which created
going concern uncertainty were deemed extreme and implausible.

 

Several other mitigating measures remain available and within the control of
the Directors that were not included in the scenarios. These include
withholding discretionary capital expenditure and reducing or cancelling
future dividend payments.

 

In all the scenarios, the Group complies with its financial bank covenants,
operates within its renewed bank facilities, and meets its liabilities as they
fall due.

 

Consequently, the Directors are confident that the Group and the Company will
have sufficient funds to continue to meet their liabilities as they fall due
until the end of December 2026 and therefore have prepared the financial
information in this preliminary announcement on a going concern basis.

 

             Accounting policies

 

The accounting policies are consistent with those of the prior year.

2.         Segmental information

 

             The segmental information for the year ended 31
August 2025 is as follows:

 

                                                                                        UK/Europe       Agriculture             US Agriculture            Continuing Group  Discontinued

                                                                                                   £'000                        £'000           Central   £'000             operations £'000

                                                                                                                                                £'000

 Revenue from external customers(3)                                              41,391                                         37,443          -         78,834            43,553

 Adjusted(1) EBITDA(2)                                                           2,760                                          3,323           (2,586)   3,497             5,400

 Depreciation, amortisation and profit/(loss) on disposal of non-current assets

                                                                                 (588)                                          (509)           (82)      (1,179)           -
 Share of post-tax results of joint ventures                                     662                                            688             -         1,350             -

 Adjusted(1) operating profit/(loss)                                             2,834                                          3,502           (2,668)   3,668             5,400
 Adjusting items (Note 3)                                                        (1,430)                                        (270)           418       (1,282)           12,607

 Operating profit/(loss)                                                         1,404                                          3,232           (2,250)   2,386             18,007
 Finance income                                                                                                                                           1,013             86
 Finance costs                                                                                                                                            (505)             (626)

 Adjusted(1) profit before taxation                                                                                                                       4,176             4,860
 Adjusting items (Note 3)                                                                                                                                 (1,282)           12,607

 Profit before taxation                                                                                                                                   2,894             17,467
 Taxation of discontinued operations                                                                                                                                          (561)
 Profit for the year from discontinued operations (Note 5)                                                                                                                  16,906

( )

( )

(1  ) Adjusted results are consistent with how business performance is
measured internally and is presented to aid comparability of performance.
Adjusting items are disclosed in Note 3

 

(2  ) Earnings before interest, tax, depreciation, amortisation,
profit/(loss) on the disposal of non-current assets and       before
share of post-tax results of joint ventures

 

(3  ) There were no inter segment revenues in the year ended 31 August 2025

 

2.         Segmental information (continued)

 

             The restated segmental information for the year ended
31 August 2024 is as follows.

 

Prior year disclosures have been restated to aid comparability with the
segmental information presented for the current year following the separation
of the Agriculture reportable segment into UK/Europe Agriculture and US
Agriculture.

                                                                                 UK/Europe Agriculture   US Agriculture                 Continuing Group   Discontinued operations

                                                                                 £'000                   £'000            Central       £'000              £'000

                                                                                                                             £'000
 Restated
 Total segment revenue                                                           38,173                  37,528           -             75,701             72,320
 Inter-segment revenue                                                           -                       -                -             -                  (2)

 Revenue from external customers                                                 38,173                  37,528           -             75,701             72,318

 Adjusted(1) EBITDA(2)                                                           2,103                   3,217            (2,868)       2,452              9,298

 Depreciation, amortisation and profit/(loss) on disposal of non-current assets

                                                                                 (955)                   (548)            (155)         (1,658)            (2,599)
 Share of post-tax results of joint ventures                                     552                     822              -             1,374              -

 Adjusted(1) operating profit/(loss)                                             1,700                   3,491            (3,023)       2,168              6,699
 Adjusting items (Note 3)                                                        (2,710)                 (1,778)          (4,475)       (8,963)            (5,663)

 Operating (loss)/profit                                                         (1,010)                 1,713            (7,498)       (6,795)            1,036
 Finance income                                                                                                                         1,013              102
 Finance costs                                                                                                                          (681)              (765)

 Adjusted(1) profit before taxation                                                                                                     2,500              6,036
 Adjusting items (Note 3)                                                                                                               (8,963)            (5,663)

 (Loss)/profit before taxation                                                                                                          (6,463)            373
 Taxation of discontinued operations                                                                                                                             (1,604)
 Loss for the year from discontinued operations (Note 5)                                                                                                   (1,231)

 

(1  ) Adjusted results are consistent with how business performance is
measured internally and is presented to aid comparability of performance.
Adjusting items are disclosed in Note 3

 

(2  ) Earnings before interest, tax, depreciation, amortisation,
profit/(loss) on the disposal of non-current assets and before share of
post-tax results of joint ventures

 

 

3.         Adjusting items

 

In reporting financial information, the Group presents alternative performance
measures (APMs), which are not defined or specified under the requirements of
IFRS. These APMs are consistent with how business performance is measured
internally and therefore the Group believes that these APMs provide
stakeholders with additional useful information on the performance of the
business. The following adjusting items have been added back to reported
profit measures.

                                                                               2025                                                                                                                    2024
                                                                                     Continuing                 operations                               Discontinued         operations                    Continuing                              Discontinued

                                                                                                 £'000                                                                   £'000                               operations                                  Operations

                                                                                                                                                                                                                      £'000                                        £'000

 Amortisation of acquired intangible assets (i)                                                  -                                                                       -                                           89                                        446
 M&A activity costs (ii)                                                                     370                                                       -                                                                 -                                                -
 Restructuring/closure costs (Iii)                                                        2,407                                                                      554                                        2,132                                              -
 Profit on disposal of disposal group and non-current assets previously
 classified as held for sale (iv)

                                                                                                                       (2,834)                                                     (16,246)                                 -                                                              -
 Loss on fair value measurement less costs to sell and impairment of disposal
 group assets (iv)

                                                                                                 -                                                                3,085                                            720                                      5,217
 Non-recurring costs incurred centrally that related to the Engineering
 Division and transaction (iv)

                                                                                             587                                                                         -                                              -                                          -
 Cloud configuration and customisation costs (v)                                               73                                                                        -                                         813                                             -
 Costs related to pension scheme buy-in (vi)                                                 414                                                                         -                                         284                                             -
 Pension past service costs (vii)                                                                -                                                                       -                                      2,900                                              -
 Profit on disposal of investment property (viii)                                                -                                                                       -                                        (154)                                            -
 Goodwill and other intangible assets impairment (ix)                                            -                                                                       -                                         210                                             -
 Property, plant and equipment and right-of-use assets impairment (ix)

                                                                                               32                                                                        -                                      1,969                                              -
 Legal dispute and rent arrears (x)                                                          233                                                                         -                                              -                                          -
 Included in profit/(loss) before taxation                                                1,282                                                               (12,607)                                          8,963                                       5,663
 Taxation effect of the above adjusting items                                              (488)                                                                   (433)                                       (2,013)                                       (211)
 Included in profit/(loss) for the year                                                      794                                                              (13,040)                                          6,950                                       5,452

 

(i)      Amortisation of acquired intangible assets which do not relate to
the underlying profitability of the Group but rather relate to costs arising
on acquisition of businesses.

 

(ii)       M&A activity includes costs incurred in the process of
seeking potential acquisition opportunities.

 

(iii)     Restructuring/closure costs in respect of continuing operations
in both years include costs incurred in relation to the restructure of the
Agriculture Divisions and Group functions. In respect of discontinued
operations this includes costs associated with the closure of Afgritech LLC.

 

(iv)     In respect of continuing operations, the current year profit of
£2.8m relates to assets previously classified as held for sale at the prior
year end which were then sold in the current year. In the prior year the
carrying value of those assets classified as held for sale and subsequently
sold in FY25 exceeded the fair value less costs to sell. As a result, the
carrying values were reduced to the fair value less costs to sell resulting in
a loss of £720,000 being recognised.

 

Also in respect of continuing operations are costs of £0.6m within central
costs that relate to the Engineering Division which are non-recurring and have
therefore been treated as an adjusting item.

 

 

3.         Adjusting items (continued)

 

In respect of discontinued operations, the current year includes the profit on
disposal of the Engineering businesses, excluding the Chirton business, of
£16.2m together with costs of disposal of £0.3m related to the remaining
Chirton Engineering business and a further impairment of £2.8m against the
assets of the Chirton Engineering business.

 

At the year ended 31 August 2024 the carrying value of the assets and
liabilities included in disposal groups classified as held for sale exceeded
the fair value less costs to sell. As a result, the net assets of these
disposal groups were reduced to the fair value less costs to sell. In
addition, an impairment was recognised against the assets of the Chirton
Engineering business. This resulted in a combined loss of £5,217,000.

 

(v)      Costs relating to material spend in relation to the implementation
of the Group's ERP system that have now been expensed following the adoption
of the IFRIC agenda decision.

 

(vi)     Costs incurred in both years relate to the process of the Trustees
of the Carr's Group Pension Scheme seeking an insurer from whom to purchase an
insured bulk annuity ("buy-in"). Costs incurred related to this process have
been included as an adjusting item. During the current year a buy-in
arrangement was entered into with Aviva. Costs continue to be incurred in
respect of the data cleanse process following the initial premium payment to
Aviva.

 

(vii)      Pension past service costs in the prior year related to a
Barber Window equalisation adjustment.

 

(viii)   During the prior year the Group disposed of a property it leased to
a third party. As this did not relate to the underlying profitability of the
Group it was included as an adjusting item.

 

(ix)    Impairment of other intangible assets, property, plant and equipment
and right-of-use assets in respect of the Animax Ltd cash-generating unit.

 

(x)      Includes £75,000 in respect of a legal dispute together with
£158,000 in respect of rent arrears notified during the year in respect of a
UK Agriculture site. Neither are considered to be related to the underlying
profitability of the Group.

 

 

4.         Taxation

 

                                                                               2025                                                                                   2024
                                                                                       Continuing                            Discontinued                                       Continuing                                Discontinued

                                                                                        operations                           operations                                           operations                                    operations

                                                                                                  £'000                      £'000                                                         £'000                                         £'000
 Analysis of the (credit)/charge in the year

 Current tax:

 UK corporation tax

   Current year                                                                                28                                           (29)                      (288)                                                          263

   Adjustment in respect of prior years                                                      256                                          (214)                       (71)                                                             30

 Foreign tax

   Current year                                                                              486                                           243                        397                                                         1,028

   Adjustment in respect of prior years                                                           -                                         (35)                      11                                                             (13)

 Group current tax                                                             770                                           (35)                                     49                                                1,308

 Deferred tax:

 Origination and reversal of timing differences

   Current year                                                                             (626)                                          635                        (2,083)                                                        384

   Adjustment in respect of prior years                                        (277)                                         (39)                                     60                                                              (88)

 Group deferred tax                                                            (903)                                         596                                      (2,023)                                           296

 Tax (credit)/charge for the year                                              (133)                                         561                                      (1,974)                                           1,604

 Profit/(loss) before taxation                                                 2,894                                         17,467                                   (6,463)                                           373

 Tax at 25.0% (2024: 25.0%)                                                                  724                                        4,367                                   (1,616)                                                93

 Effects of:

 Tax effect of share of results of joint ventures                                           (338)                                               -                                  (344)                                                  -

 Tax effect of expenses that are not allowable in determining taxable profit

 Tax effect of non-taxable income                                                            122                                           801                                      270                                           1,368

 Effects of different tax rates of foreign subsidiaries                                     (650)                                      (4,548)                                     (362)                                              (81)

 Effects of deferred tax rates                                                                (56)                                           99                                      (42)                                            111

 Unrecognised deferred tax on losses                                                              -                                             -                                        -                                            (24)

 Withholding taxes suffered                                                                    86                                          130                                        78                                             208

  Adjustment in respect of prior years                                                            -                                             -                                     42                                                  -

                                                                               (21)                                          (288)                                    -                                                               (71)

 Total tax (credit)/charge for the year                                                    (133)                             561                                      (1,974)                                                     1,604

 

 

The tax effect of expenses that are not allowable in determining taxable
profit includes share based payments, depreciation of non-qualifying assets,
disregarded foreign exchange net loss movements, other expenses disallowable
for corporation tax, and in respect of discontinued operations the further
impairment of the Chirton Engineering business. Discontinued operations in the
prior year included the loss recognised on the measurement to fair value less
costs to sell of the disposal groups (Notes 3 and 5).

 

The tax effect of non-taxable income includes the effect of income within the
patent box regime, disregarded foreign exchange net gain movements, and, in
respect of discontinued operations, the current year profit on disposal of the
Engineering Division excluding the Chirton Engineering business.

 

5.         Discontinued operations and non-current assets held for sale

 

The FY24 Annual Report and Accounts classified the Engineering Division of the
Group and Afgritech LLC as discontinued operations that were held for sale as
at 31 August 2024.

 

On 1 November 2024 the Group sold the trade and certain assets classified as
held for sale of Afgritech LLC. Results from this business are classified as
discontinued in both years presented.

 

5.         Discontinued operations and non-current assets held for sale
(continued)

 

On 22 April 2025 the Group completed on the sale of the Engineering
businesses, excluding the Chirton Engineering business, to Cadre Holdings,
Inc. for cash consideration on completion of £68.6m with a further £1.5m due
on settlement of related RDEC tax claims. The unpaid element of the
consideration is included in other receivables at the year end. Of this,
£0.5m has been received since the year end. Costs of disposal of £2.4m have
been deducted from disposal proceeds in the current year. The net assets of
the disposal group at the date of disposal were £50.9m, including £1.8m cash
and cash equivalents. A gain of £0.2m was recycled from the foreign exchange
reserve to the income statement on disposal.

 

Results for the Engineering businesses are classified as discontinued in both
years presented. The assets and liabilities of the Chirton Engineering
business continue to be classified as held for sale at year ended 31 August
2025. Although the Chirton Engineering business has been classified as held
for sale for a period in excess of one year, this is due to circumstances
beyond the control of the Group. The business continues to be marketed for
sale and has received interest from a number of parties.

 

At 31 August 2024 the Group classified certain of its properties as held for
sale. All of these properties have been sold in the year. At 31 August 2025
three additional properties have met the criteria to be classified as held for
sale on the balance sheet.

 

The following tables show the results of the discontinued operations and the
profit/(loss) recognised on the disposal and remeasurement to fair value less
costs to sell, together with the classes of assets and liabilities comprising
the amounts 'held for sale' in the Group balance sheets as at 31 August 2025
and 31 August 2024.

 

                                                                                2025      2024
                                                                                £'000     £'000

 Revenue                                                                        43,553    72,318
 Expenses                                                                       (40,180)  (66,893)
 Profit before taxation of discontinued operations                              3,373     5,425

 Taxation (Note 4)                                                              (751)     (1,668)

 Profit after taxation of discontinued operations                               2,622     3,757

 Pre-taxation gain on disposal                                                  17,047    -
 Pre-taxation loss recognised on the measurement to fair value less costs to    (2,953)   (5,052)
 sell
 Taxation related to pre-taxation gain on disposal (Note 4)                     190       64
 After taxation gain/(loss) recognised on disposal and the measurement to fair  14,284    (4,988)
 value less costs to sell

 Profit/(loss) for the year from discontinued operations                        16,906    (1,231)

 

 

Included in the trading profit above is £0.8m of costs relating to the
disposal. These have been included in the adjusting item in Note 3 for profit
on disposal. Included in the loss recognised on the measurement to fair value
less costs to sell is an impairment of £2.8m (2024: £3.2m) in respect of the
Chirton Engineering business assets.

 

Included in other comprehensive income in the year is £0.2m (2024: £0.9m) in
respect of foreign exchange translation gains (2024: losses) on translation of
overseas subsidiaries.

 

5.         Discontinued operations and non-current assets held for sale
(continued)

 

The net assets relating to the disposal groups and certain other assets of the
Group that are classified as held for sale at both year ends presented in the
Group balance sheets, are shown below:

 

                                                      2025     2024
                                                      £'000    £'000

 Assets
 Goodwill                                             -        16,682
 Other intangible assets                              -        2,726
 Property, plant and equipment                        4,194    19,209
 Right-of-use assets                                  234      8,835
 Investment property                                  314      2,229
 Non-current receivables                              -        20
 Deferred tax asset                                   -        357
 Inventories                                          988      11,203
 Contract assets                                      -        9,220
 Trade and other receivables                          2,316    12,906
 Current tax assets                                   -        2,194
 Cash and cash equivalents                            808      4,802
 Impairment under value in use methodology            -        (3,159)
 Loss on fair value measurement before costs to sell  (5,915)  (1,561)

 Total assets                                         2,939    85,663

 Liabilities
 Current borrowings                                   -        (8,326)
 Current leases                                       (45)     (1,156)
 Contract liabilities                                 (19)     (4,999)
 Trade and other payables                             (1,400)  (6,974)
 Current tax liabilities                              -        (381)
 Non-current leases                                   -        (6,949)
 Deferred tax liabilities                             (13)     (2,961)
 Other non-current liabilities                        -        (2)

 Total liabilities                                    (1,477)  (31,748)

 Net assets                                           1,462    53,915

 

A cumulative impairment of £5.9m (2024: £3.2m) has been recognised in
respect of the Chirton Engineering business assets. The loss on fair value
measurement less costs to sell in the prior year comprised the following:
£0.8m in respect of the Afgritech LLC business and £0.7m in respect of the
Silver Springs site's property, plant and equipment held for sale.

 

In the current year costs to sell of £196,000 (2024: £1,152,000) were
incurred by the parent Company in respect of the Chirton Engineering business
(2024: Engineering Division disposal group) and were therefore excluded from
the loss on fair value measurement less costs to sell in the table above. In
addition £134,000 of costs were incurred by Chirton Engineering in the year
(2024: £65,000 of costs incurred by NuVision Engineering). These costs are
included within the adjusting item for loss on fair value measurement less
costs to sell (Note 3).

 

6.         Earnings per Ordinary Share

 

Basic earnings per share are based on profit attributable to shareholders and
on a weighted average number of shares in issue during the year of 86,256,854
(2024: 94,284,735).  The calculation of diluted earnings per share is based
on 87,249,597 shares (2024: 94,284,735).

 

In accordance with IAS 33 'Earnings per Share' potential Ordinary Shares shall
be treated as dilutive when, and only when, their conversion to Ordinary
Shares would decrease earnings per share or increase loss per share from
continuing operations.

 

 

6.         Earnings per Ordinary Share (continued)

 

In the prior year continuing operations were loss-making and conversion of
potential Ordinary Shares to Ordinary Shares would decrease the loss per
share. Therefore, these potential Ordinary Shares were determined to be
antidilutive and were excluded from the calculation of diluted earnings per
share.

 

Adjusting items disclosed in Note 3 that are charged or credited to profit do
not relate to the underlying profitability of the Group.  The Board believes
adjusted profit before these items provides a useful measure of business
performance.  Therefore an adjusted earnings per share is presented as
follows:

                                                                                                                                  2025                                                                                  2024

                                                                               2025                                 Earnings per                               2024  Earnings        Earnings per

                                                                               Earnings                                          share                         £'000                            Share

                                                                               £'000                                             pence                                                          pence

 Continuing operations
 Earnings/(loss) per share - basic                                             3,027                                3.5                                        (4,489)           (4.8)

 Adjusting items:
 Amortisation of acquired intangible assets                                                      -                                     -                       89                0.1
 M&A activity costs                                                            370                                  0.4                                        -                                      -
 Restructuring/closure costs                                                   2,407                                2.8                                        2,132             2.3
 Profit on disposal of non-current assets previously classified as held for
 sale

                                                                               (2,834)                                             (3.3)                       -                                      -
 Loss on fair value measurement less costs to sell of non-current assets held
 for sale

                                                                               -                                                       -                       720                               0.8
 Non-recurring costs incurred centrally that related to the Engineering
 Division and transaction

                                                                               587                                                   0.7                       -                                      -
 Cloud configuration and customisation costs                                   73                                   0.1                                        813               0.8
 Costs related to pension scheme buy-in                                        414                                  0.5                                        284               0.3
 Pension past service costs                                                    -                                                        -                      2,900             3.1
 Profit on disposal of investment property                                     -                                                        -                      (154)             (0.2)
 Goodwill and other intangible assets impairment                               -                                                        -                      210               0.2
 Property, plant and equipment and right-of-use assets impairment

                                                                               32                                                       -                      1,969             2.1
 Legal dispute and rent arrears                                                233                                  0.3                                        -                                      -
 Taxation effect of the above                                                  (488)                                (0.6)                                      (2,013)           (2.1)

 Earnings per share - adjusted                                                 3,821                                4.4                                        2,461             2.6

 

                                                                                                        2025

                                                                               2025               Earnings                  per                                                   2024

                                                                               Earnings                share                                             2024         Earnings per

                                                                               £'000                   pence                                             Earnings                share

                                                                                                                                                         £'000                   pence

 Discontinued operations
 Earnings/(loss) per share - basic                                             16,906     19.6                                                           (1,231)    (1.3)

 Adjusting items:
 Amortisation of acquired intangible assets                                    -                              -                                          446        0.5
 Closure costs                                                                 554        0.6                                                            -                               -
 Profit on disposal of disposal group and non-current assets previously
 classified as held for sale

                                                                               (16,246)   (18.8)                                                         -                               -
 Loss on fair value measurement less costs to sell and impairment of disposal
 group assets

                                                                               3,085      3.6                                                            5,217      5.5
 Taxation effect of the above                                                  (433)      (0.5)                                                          (211)      (0.2)

 Earnings per share - adjusted                                                 3,866      4.5                                                            4,221      4.5

 Total (basic)                                                                 19,933     23.1                                                           (5,720)    (6.1)
 Total (adjusted)                                                              7,687      8.9                                                            6,682      7.1

 

7.         Cash generated from continuing operations

                                                                               2025     2024
                                                                               £'000    £'000

 Profit/(loss) for the year from continuing operations                         3,027    (4,489)
 Adjustments for:
 Tax                                                                           (133)    (1,974)
 Tax charge/(credit) in respect of R&D                                         93       (116)
 Dividends received from external investments                                  (73)     -
 Depreciation of property, plant and equipment                                 885      1,264
 Depreciation of right-of-use assets                                           268      327
 Depreciation of investment property                                           2        67
 Intangible asset amortisation                                                 6        93
 Goodwill and other intangible assets impairment and amounts written off

                                                                               -        229
 Property, plant and equipment impairment                                      11       1,906
 Right-of-use assets impairment                                                21       63
 Profit on disposal of assets previously classified as held for sale           (2,834)  -
 Loss on fair value measurement less costs to sell (assets classified as held
 for sale)

                                                                               -        720
 Loss on disposal of property, plant and equipment                             29       9
 Profit on disposal of right-of-use assets                                     (11)     (13)
 Profit on disposal of investment property                                     -        (154)
 Net fair value charge on share-based payments                                 291      164
 Other non-cash adjustments                                                    5        (347)
 Interest income                                                               (940)    (1,013)
 Interest expense and borrowing costs                                          593      712
 Share of results of joint ventures                                            (1,350)  (1,374)
 IAS19 income statement charge (excluding interest):
   Past service cost                                                           -        2,900
   Administrative expenses                                                     572      477
 Changes in working capital:
   (Increase)/decrease in inventories                                          (246)    2,982
   Decrease in receivables                                                     1,459    84
   Increase in payables                                                        1,729    140

 Cash generated from continuing operations                                     3,404    2,657

 

 

8.         Pensions (continuing operations)

 

The Group operates its current pension arrangements on a defined benefit and
defined contribution basis. The valuation of the defined benefit scheme under
the IAS19 accounting basis showed a deficit in the scheme at 31 August 2025 of
£2.9m (2024: surplus of £1.8m).

 

In the year, the retirement benefit charge, excluding interest and service
costs, in respect of the Carr's Group Pension Scheme (defined benefit section)
was £572,000 (2024: £477,000) of which £414,000 (2024: £284,000) has been
included as an adjusting item (Note 3). In addition, in the prior year a
charge of £2,900,000 was recognised as a past service cost which was also
included as an adjusting item.

 

During the year the Trustees entered into an agreement to purchase an insured
bulk annuity ("buy-in") from Aviva. This has removed risk from the Scheme as
income from the insurance policy will exactly match the benefit payments for
the members covered.

 

Under IAS 19 where plan assets include qualifying insurance policies that
exactly match the amount and timing of some or all of the benefits payable
under the plan, the fair value of those insurance policies is deemed to be the
present value of the related obligations (subject to any reduction required if
the amounts receivable under the insurance policies are not recoverable in
full).

 

8.         Pensions (continuing operations) (continued)

 

At the point of securing the insurance policy and paying the initial premium
to Aviva certain liabilities of the scheme were still to be determined, namely
liabilities relating to the Barber Window and GMP equalisation. These
liabilities are currently being calculated by the Scheme administrator as part
of the data cleanse required to determine the final premium payable to Aviva.
The escrow bank account was set up to cover scheme expenses and liabilities
that might arise during this period together with any true up required to the
final premium. As the escrow account is a Company asset and the liabilities
are a Scheme liability, it is not permitted to offset the pension scheme
obligation on the face of the balance sheet against the restricted cash asset.
The balances have therefore been recognised separately.

 

 

9.         Analysis of net cash and leases

 

                                                At                                                                  Other                                                                          At

                                1 September                                                                  Non-Cash      changes                 Exchange                           31 August

                                            2024                          Cashflow                                                              movements                                      2025
                                          £'000                                £'000                               £'000                                £'000                                £'000

 Cash and cash equivalents             13,714                                 (5,863)                                      -                                  4                               7,855
 Bank overdrafts                       (2,670)                                     867                                     -                                   -                            (1,803)
                                       11,044                                 (4,996)                                      -                                  4                               6,052

 Loans and other borrowings:

 - current

 - non-current                              (94)                                     98                                    -                                 (4)                                     -

                                       (2,913)                                   (490)                                 (89)                                    -                            (3,492)
 Net cash                                8,037                                (5,388)                                  (89)                                    -                              2,560

 Leases:

 - current                                (267)                                        -                                 84                                    -                               (183)

 - non-current                            (449)                                    284                               (593)                                   (1)                               (759)
 Leases                                   (716)                                    284                               (509)                                   (1)                               (942)

 Net cash and leases                     7,321                                (5,104)                                (598)                                   (1)                              1,618

 

 

10.       Post balance sheet events

 

On 3 December 2025 the Group announced that it had reached agreement for the
acquisition of Domino Industria E Comercio LTDA (trading as 'Macal'), based in
Campo Grande, Brazil. The transaction is expected to complete in 6-8 weeks
with initial purchase consideration of £5.0m with a further £0.8m-£1.9m
payable in March 2028 subject to business performance.

 

Also, since the year end, in November the Group entered into a new main
banking facility with HSBC UK Bank PLC. The new facility is a £20m committed
revolving credit facility and a £10m uncommitted facility and is in place
until November 2028 with the potential to extend beyond that date by two
further one-year periods. HSBC UK Bank PLC hold a registered fixed and
floating charge over the assets of the parent Company and subsidiaries that
are party to the facility. The Group's previous main banking facility up to
November was with Clydesdale Bank plc (Trading as Virgin Money).

11.       Alternative performance measures glossary

 

The preliminary announcement includes alternative performance measures (APMs),
which are not defined or specified under the requirements of IFRS. These APMs
are consistent with how business performance is measured internally and are
also used in assessing performance under the Group's incentive plans.
Therefore, the Directors believe that these APMs provide stakeholders with
additional useful information on the Group's performance.

 

  Alternative performance measure   Definition and comments
 Adjusted EBITDA                    Earnings before interest, tax, depreciation, amortisation, profit/(loss) on
                                    the disposal of non-current assets, before share of post-tax results of the
                                    joint ventures and excluding items regarded by the Directors as adjusting
                                    items. This measure is reconciled to statutory operating profit and statutory
                                    profit before taxation in Note 2.  EBITDA allows the user to assess the
                                    profitability of the Group's core operations before the impact of capital
                                    structure, debt financing and non-cash items such as depreciation and
                                    amortisation.
 Adjusted operating profit          Operating profit after adding back items regarded by the Directors as
                                    adjusting items. This measure is reconciled to statutory operating profit in
                                    the income statement and Note 2. Adjusted results are presented because if
                                    included, these adjusting items could distort the understanding of the Group's
                                    performance for the year and the comparability between the years presented.
 Adjusted profit before taxation    Profit before taxation after adding back items regarded by the Directors as
                                    adjusting items. This measure is reconciled to statutory profit before
                                    taxation in the income statement and Note 2. Adjusted results are presented
                                    because if included, these adjusting items could distort the understanding of
                                    the Group's performance for the year and the comparability between the years
                                    presented.
 Adjusted profit for the year       Profit after taxation after adding back items regarded by the Directors as
                                    adjusting items. This measure is reconciled to statutory profit after taxation
                                    in the income statement. Adjusted results are presented because if included,
                                    these adjusting items could distort the understanding of the Group's
                                    performance for the year and the comparability between the years presented.
 Adjusted earnings per share        Profit attributable to the equity holders of the Company after adding back
                                    items regarded by the Directors as adjusting items after tax divided by the
                                    weighted average number of ordinary shares in issue during the year. This is
                                    reconciled to basic earnings per share in Note 6.
 Net cash/(debt)                    The net position of the Group's cash at bank and borrowings per the balance
                                    sheet. Details of the movement in net cash/(debt) is shown in Note 9.

 

12.       The Board of Directors approved the preliminary announcement on
9 December 2025.

 

13.     The full FY25 Annual Report and Accounts will shortly be available
for inspection via the National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://protect-eu.mimecast.com/s/bO84CvjPvi7ngWoHo37b9?domain=data.fca.org.uk)
and on the Company's website at www.fevara.com (http://www.fevara.com) .  The
Company intends to post a copy of the FY25 Annual Report and Accounts to
shareholders who have elected to receive paper communications in the coming
weeks.   The full FY25 Annual Report and Accounts will also be available upon
request from the Company Secretary, Fevara plc, Warwick Mill Business Centre,
Warwick Bridge, Carlisle, CA4 8RR.

 

 

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.   END  FR ZZMGZGLKGKZZ



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