REG - Thorpe(F.W.) PLC - Final Results
03/10/2025 07:00
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RNS Number : 9089B Thorpe(F.W.) PLC 03 October 2025
Results
for the year ended 30 June 2025
FW Thorpe Plc - a group of companies that design, manufacture and supply
professional lighting systems - is pleased to announce its preliminary results
for the year ended 30 June 2025.
Key points:
Continuing operations 2025 2024
Revenue £175.2m £175.8m 0.3% decrease
Operating profit (before acquisition adjustments)* £32.9m £32.4m 1.7% increase
Operating profit £32.1m £30.6m 4.7% increase
Profit before tax £31.6m £29.9m 5.9% increase
Basic earnings per share 21.69p 20.73p 4.6% increase
* Acquisition adjustments are amortisation of acquisition related intangible
assets and changes in fair value of redemption liability
· Total interim and final dividend of 7.12p (2024: 6.78p) - an
increase of 5.0%
· Final dividend of 5.36p (2024: 5.08p) - an increase of 5.5%
· Stand out performance from Thorlux and Zemper
· Disappointing results at Lightronics and Schahl, opportunity for
future growth
· Majority of other businesses delivered an improved performance
· Operating profit (before acquisition adjustments)* saw marginal
growth despite cost pressures
· Net cash generated from operating activities - £33.2m (2024:
£41.4m), no repeat of £7.4m working capital benefit in prior year
· Solid start to 2025/26, with operating performance in line with
prior year
This announcement contains inside information for the purposes of Article 7 of
Regulation (EU) No 596/2014 (MAR) as supplemented by The Market Abuse
(Amendment) (EU Exit) Regulations (SI 2019/310) ("UK MAR").
For further information please contact:
FW Thorpe
Plc 01527
583200
Mike Allcock - Chairman
Craig Muncaster - Chief Executive, Group Financial Director
Singer Capital Markets - Nominated Adviser
020 7496 3000
James Moat / Sam Butcher
Chairman's statement
Financial year 2024/25 saw consolidated revenues at similar levels to last
year and profit before tax increase by 5.9%, primarily as a result of material
cost reductions and lower administrative expenses.
The largest contributions arose from Thorlux Lighting's UK operations and
Zemper in Spain and Belgium. Whilst Thorlux and Zemper made notable and
excellent contributions, unfortunately Lightronics in the Netherlands was
unable to replicate its stellar performance of last year, business at Famostar
in the Netherlands slowed slightly, and performance at Thorlux's sister
company in Germany, SchahlLED, was lower due the country's economic downturn,
especially hitting its industrial sector. I am pleased to say that changes
made in the Group's smaller UK subsidiaries paid off, with them all showing
excellent levels of growth; TRT Lighting is showing some improvements, with
reduced losses, and at the time of writing has made a profit in the last five
consecutive months. Market conditions, with the Group being so diverse and
geographically spread, are naturally variable, but the overall undertone is
one of conditions becoming harder, requiring Group companies to be ready to
adapt as required by their individual circumstances. Every year, I wish for a
period when all companies move forward in unison; it seems, however, that
whilst we continue trying, some ups and downs across the Group are always
unavoidable.
Overall, operating profit performance grew marginally to £33m, before
acquisition adjustments (amortisation of intangible assets established at
purchase and changes in fair value of redemption liabilities), and therefore a
19% return on sales is a creditable achievement.
The Group's people costs continue to rise - especially in the UK, driven by
changes to National Insurance contributions and the minimum wage - which has a
knock-on effect through to higher pay grades as the margin between minimum pay
and those grades is expected to be maintained. I am pleased to report that all
Group companies have innovation as a key pillar of their business operations,
with new Group-wide innovation teamwork supporting this strategy. It is
inevitable that, with the Group's companies being highly technology focussed,
its indirect costs continue to rise - these include not only those for
technical engineers, but also for associated specialist sales and after-sales
activities. The Board supports such continued investments in order to make
products as attractive as possible to potential customers compared with
foreign-made equipment, which is often more focussed on price than service,
quality and performance benefits. Despite ongoing people cost inflation,
reductions in material costs and careful control of expenses have enabled the
Group to slightly improve its profit margins.
Cash reserves, including short-term financial assets, despite some share
buy-backs of the Company's own shares, reached £61.8m (2024: £52.9m) at the
end of the financial year. Throughout the year various acquisition
opportunities were investigated, with none being deemed suitable for Group
integration. The Group will continue to buy back shares when considered
appropriate.
On the compliance front, the newly formed audit and remuneration committees
met during the period. Thorlux Lighting obtained independent certification to
ISO 27001 - the internationally recognised standard for information security
management, which is particularly relevant and topical - to support various
protections in place for the company's cyber security. I am also proud that
all Group manufacturing companies have certification to EN 450001,
independently verifying procedures to ensure employee safety, and to
ISO 14001, ensuring compliant environmental management practices. These
certifications reinforce the Board's policy of ensuring that FW Thorpe Plc
operates in a professional and correct manner; external independent auditing
provides it with assurance of that. These certifications also provide the
Group's customers with similar assurance, which I am certain is a key
selection factor for discerning customers who increasingly look to source
locally and in an environmentally conscious way.
Group results
Group revenue was in line with last year's, at £175.2m (2024: £175.8m),
whilst operating profit grew to £32.1m (2024: £30.6m).
An overview of each company's performance is given below, and the Annual
Report and Accounts contains a more detailed appraisal of each company's
individual achievements and challenges.
In the year, Thorlux Lighting achieved a good increase in profitability
through a combination of revenue growth and efficiency improvements. Thorlux
is focussed on providing an all-round proposition from initial survey to
design, supply, possible installation, commissioning and after-sales service;
customers are prepared to pay for the whole package, understanding that a
successful project is far more than supply of luminaires alone. Thorlux is
targeting growth again in this current financial year; however, there are
signs of a slowdown in the UK market, and hence the company needs to be on top
of its game to continue a trajectory of growth. I regularly visit Thorlux's
head office, and I see a company focussed on its market segment, aiming for
efficiency improvements through better manufacturing, and generally a company
in good shape. However, Thorlux is, of course, subject to some degree of
uncertainty due to the condition of the UK economy and the added weight of
government-mandated operating cost increases offsetting some of its
improvements.
Portland Lighting's performance increased markedly this year, with its new
traffic division more than compensating for a downturn in its traditional sign
lighting market, which has been subject to a general malaise seen by many in
the high street retail market. Portland continues to regularly develop new
products to extend its traffic ranges, and whilst profits are not yet at the
highs ultimately expected, I see achieving this as a matter of time now that
momentum is gathering pace.
TRT Lighting was loss-making again this financial year at an operating level.
As mentioned earlier, the company's performance, however, is showing definite
signs of revival, the first months of the new financial year returning a
profit, and the local board is forecasting this coming year to be profitable
overall. A whole new sales team has started to bed in, and once again regular
sales visits are being made countrywide; it would be great to see the team's
efforts duly rewarded.
Solite and Philip Payne have both undergone changes in recent years. This
financial year has seen operating profits increase 67% and 46% respectively.
The Board is pleased and hopeful that this growth will be sustained for the
long term. However, both companies are, of course, subject to various UK
economic factors.
Zemper had an excellent year, raising both its revenue and profits
significantly. Projects for new products developed in recent years have been
numerous, especially the company's latest wireless technology, Smart Z, and
its dynamic emergency evacuation signage system, ALIOTH. The pictogram on
ALIOTH's illuminated exit signs can adapt to alter evacuation routes to suit
prevailing local conditions; for example, a "turn left" arrow symbol can be
changed to "turn right". ALIOTH is particularly suitable for large managed
complexes such as airports, exhibition centres, tunnels and sports stadiums.
Zemper grew significantly in Spain and Belgium; however, market conditions in
France resulted in a slowdown there.
Thorlux and Philip Payne have worked with Zemper to pool their emergency
lighting know-how, jointly developing the next generation of the Group's very
successful Firefly luminaire. Such cooperation has resulted in the new product
having a period between battery changes in excess of 10 years and being
available for sale in three companies and across multiple territories, all
with slight local deviations.
SchahlLED's main market, Germany, remained in recession, and over the
financial year its revenue decreased from £15m to £11m, a significant drop.
Nevertheless, the company remained profitable before acquisition costs and has
doubled down its effort to rekindle its order book with a range of sales
focussed measures, although it may take a couple of years to rebuild to
previous order levels.
Turning to the Dutch, Famostar's year was steady, as usual, but the company
saw a small reduction in its profits. Lightronics' year was a little more
notable, with a £2.2m reduction in profit - a significant drop in its
valuable Group contribution. Clearly, the previous financial year's
performance represented an exceptional high for Lightronics, and thus this
year's figure is considered more normal, albeit disappointing having
experienced the high. Management is working hard to improve orders, with
additional selling resources, renewed focus on street lighting rollout
projects, and some new product introductions.
The Group's joint venture with Ratio continues to struggle to make decent
profit contributions. On a positive note, however, it has launched a range of
smart EV chargers, either the wall mounted io6 or the UK manufactured io7
in-ground pillar style. These chargers contain the necessary electronics to
comply with UK wiring regulations, in power ratings up to twin 22kW.
Sustainability
Planting commenced for the first phase of the newly acquired Brook Woodland
carbon offsetting site: 82,000 trees were planted in spring 2025. Group
Marketing Manager, Kate Thorpe, managed the project. At the time of writing,
surprisingly, 75% of the saplings have survived the UK's exceptionally dry
summer and should now be safe through to next spring; any that have not
survived will be replanted. On behalf of the Board, I would like to thank the
Department for Farming and Rural Affairs for its generous England Woodland
Creation Offer grant, via The Forestry Commission, of up to £1.3m, which has
been gratefully accepted and demonstrates the Forestry Commission's support of
the company for its serious intentions to go the extra mile, beyond its
internal carbon reductions alone, offsetting only when everything else
practicable at the time has been completed.
The Board is proud of the Group's sustainability journey, which not only gives
real environmental benefits but also reduces the Group's costs by improving
efficiency and, further, makes it more attractive to potential customers. The
Group's general rule for investment for sustainability is that environmental
benefits also need to generate business cost savings with a sensible payback.
A slight deviation to that was to invest in new lorries (£408k) which can run
from standard diesel or HVO biofuel derived from vegetable oils and waste
biomass, which offers a lower-carbon alternative to conventional diesel.
Unlike fossil fuels, which release carbon that was stored underground, HVO's
carbon emissions are effectively balanced by the carbon absorbed during the
growth of the biomass used in its production. This makes it a renewable and
more sustainable fuel choice. Whilst HVO still produces exhaust fumes, its
overall impact on global carbon levels is significantly lower than that of
traditional diesel. Based on figures from the UK Government, switching to HVO
will yield a reduction in carbon of as much as 90% compared with previous
diesel vehicles. I am pleased to say that the company will also benefit from
the new vehicles, when running on either fuel, being 15% more fuel efficient
than previous models, offering a cost reduction throughout their lifetime.
In addition, Thorlux, TRT, Zemper and Lightronics are taking advantage of
improved technologies, and now each runs at least one fully battery electric
zero tailpipe emissions delivery van, charged from its factory roof mounted
solar PV wherever practicable; in Thorlux's case, 78% of its company car fleet
is fully electric or hybrid.
Personnel
I would like to thank all Group employees for their dedication and commitment
throughout the financial year; they should be proud of their achievements.
Dividend
Performance as a whole for the financial year to 30 June 2025 allows the Board
to recommend an increased final dividend of 5.36p per share (2024: 5.08p),
which gives a total for the year of 7.12p (2024: 6.78p).
Outlook
The diversity of the Group's territorial sales gives its companies resilience
to individual market conditions and government interventions. The Group has
started the 2025/26 financial year with similar revenues and a similar order
book to last year; however, management teams are targeted with finding growth.
The Group's focus is switching from the smaller UK companies to Lightronics
and SchahlLED; plans are in place to improve or restore these businesses to
the profit levels expected. This will take time and some investment,
particularly in sales related activities.
The Board remains acquisitive, albeit on a selective basis, to support modest
growth if the right opportunities are forthcoming.
Mike Allcock
Chairman
3 October 2025
Consolidated Results
Consolidated income statement
for the year ended 30 june 2025
Notes 2025 2024
£'000 £'000
Continuing operations
Revenue 2 175,221 175,798
Cost of sales (91,086) (90,361)
Gross profit 84,135 85,437
Distribution costs (22,374) (22,370)
Administrative expenses (30,210) (33,001)
Other operating income 506 565
Operating profit 32,057 30,631
Finance income 1,654 1,127
Finance expense (729) (1,059)
Share of loss of joint ventures (1,360) (826)
Profit before income tax 31,622 29,873
Income tax expense 3 (6,210) (5,560)
Profit for the year 25,412 24,313
Earnings per share from continuing operations attributable to the equity
holders of the Company during the year (expressed in pence per share).
Basic and diluted earnings per share Note 2025 2024
pence pence
- Basic 8 21.69 20.73
- Diluted 8 21.69 20.73
Consolidated statement of comprehensive income
for the year ended 30 june 2025
Notes 2025 2024
£'000 £'000
Profit for the year: 25,412 24,313
Other comprehensive income/(expense)
Items that may be reclassified to profit or loss
Exchange differences on translation of foreign operations 887 (514)
887 (514)
Items that will not be reclassified to profit or loss
Revaluation of financial assets at fair value through other comprehensive 208 403
income
Movement on deferred tax associated to financial assets at fair value through (52) (101)
other comprehensive income
Reversal of deferred tax on disposed financial assets at fair value through 102 -
other comprehensive income
Actuarial (loss)/gain on pension scheme (501) 937
Movement on unrecognised pension scheme surplus 323 (1,213)
80 26
Other comprehensive income/(expense) for the year, net of tax 967 (488)
Total comprehensive income for the year 26,379 23,825
Consolidated statement of financial position
for the year ended 30 june 2025
2025 2024
£'000 £'000
Assets
Non-current assets
Property, plant and equipment 5 39,351 38,323
Intangible assets 6 65,057 66,104
Investment properties 4,362 4,403
Financial assets at amortised cost 188 186
Equity accounted joint ventures 5,773 4,671
Financial assets at fair value through other comprehensive income 3,510 3,757
Deferred income tax assets 437 347
Total non-current assets 118,678 117,791
Current assets
Inventories 29,710 28,997
Trade and other receivables 36,168 35,764
Financial assets at amortised cost 1,600 3,437
Short-term financial assets 7 18,805 18,965
Cash and cash equivalents 42,983 33,943
Total current assets 129,266 121,106
Total assets 247,944 238,897
Liabilities
Current liabilities
Trade and other payables (39,247) (35,383)
Financial liabilities (415) (1,252)
Lease liabilities (910) (778)
Current income tax liabilities (847) (949)
Total current liabilities (41,419) (38,362)
Net current assets 87,847 82,744
Non-current liabilities
Other payables (4,018) (10,418)
Financial liabilities (829) (1,210)
Lease liabilities (2,998) (3,385)
Provisions for liabilities and charges (3,310) (3,325)
Deferred income tax liabilities (5,577) (5,435)
Total non-current liabilities (16,732) (23,773)
Total liabilities (58,151) (62,135)
Net assets 189,793 176,762
Equity
Issued share capital 1,189 1,189
Share premium account 3,113 3,088
Capital redemption reserve 137 137
Foreign currency translation reserve 2,412 1,525
Retained earnings:
At 1 July 170,823 154,000
Profit for the year attributable to the owners 25,412 24,313
Other changes in retained earnings (13,293) (7,490)
182,942 170,823
Total equity 189,793 176,762
Consolidated statement of changes in equity
for the year ended 30 june 2025
Notes Issued Share Capital Foreign currency translation reserve Retained Total
share premium redemption £'000 earnings equity
capital account reserve £'000 £'000
£'000 £'000 £'000
Balance at 1 July 2023 1,189 2,976 137 2,039 154,000 160,341
Comprehensive income/(expense)
Profit for the year to 30 June 2024 - - - - 24,313 24,313
Actuarial gain on pension scheme - - - - 937 937
Movement on unrecognised pension scheme surplus - - - - (1,213) (1,213)
Revaluation of financial assets at fair value through other comprehensive - - - - 403 403
income
Movement on deferred tax associated to financial assets at fair value through - - - - (101) (101)
other comprehensive income
Exchange differences on translation of foreign operations - - - (514) - (514)
Total comprehensive income - - - (514) 24,339 23,825
Transactions with owners
Shares issued from exercised options - 112 - - - 112
Dividends paid to shareholders 4 - - - - (7,668) (7,668)
Share based payment charge - - - - 152 152
Total transactions with owners - 112 - - (7,516) (7,404)
Balance at 30 June 2024 1,189 3,088 137 1,525 170,823 176,762
Comprehensive income/(expense)
Profit for the year to 30 June 2025 - - - - 25,412 25,412
Actuarial loss on pension scheme - - - - (501) (501)
Movement on unrecognised pension scheme surplus - - - - 323 323
Revaluation of financial assets at fair value through other comprehensive - - - - 208 208
income
Movement on deferred tax associated to financial assets at fair value through - - - - (52) (52)
other comprehensive income
Reversal of deferred tax on disposed financial assets at fair value through - - - - 102 102
other comprehensive income
Exchange differences on translation of foreign operations - - - 887 - 887
Total comprehensive income - - - 887 25,492 26,379
Transactions with owners
Shares issued from exercised options - 25 - - - 25
Dividends paid to shareholders 4 - - - - (10,958) (10,958)
Purchase of own shares - - - - (3,135) (3,135)
Share based payment charge - - - - 720 720
Total transactions with owners - 25 - - (13,373) (13,348)
Balance at 30 June 2025 1,189 3,113 137 2,412 182,942 189,793
Consolidated statement of cash flows
for the year ended 30 june 2025
2025 2024
£'000 £'000
Cash flows from operating activities
Cash generated from operations 9 40,081 47,760
Tax paid (6,841) (6,390)
Net cash inflow from operating activities 33,240 41,370
Cash flows from investing activities
Purchases of property, plant and equipment (5,601) (5,121)
Proceeds from sale of property, plant and equipment 404 407
Purchases of intangible assets (2,782) (2,172)
Payment of deferred consideration on a joint venture (813) -
Payment of exit earnout for a purchased subsidiary - (606)
Purchase of investment property (5) (2,179)
Proceed from sale of an investment property - 502
Proceeds from sale of financial assets at fair value through 706 9
other comprehensive income
Purchases of financial assets at fair value through (250) -
other comprehensive income
Property rental and similar income received 70 208
Dividend income received 276 182
Net withdrawal/(deposit) of short-term financial assets 203 (18,994)
Interest received 1,305 522
Issue of loans receivables (649) (1,082)
Net cash outflow from investing activities (7,136) (28,324)
Cash flows from financing activities
Net proceeds from the issuance of ordinary shares 25 112
Purchase of own shares (3,135) -
Addition of lease liabilities 5 13
Proceeds from borrowings - 439
Repayment of borrowings (1,219) (839)
Principal element of lease payments (890) (855)
Payment of interest (243) (296)
Payment for redemption of shares in a subsidiary - (4,266)
Payments to non-controlling interests (470) (452)
Dividends paid to Company's shareholders 4 (10,958) (7,668)
Net cash outflow in financing activities (16,885) (13,812)
Net increase/(decrease) in cash in the year 9,219 (766)
Cash and cash equivalents at beginning of year 33,943 35,013
Effects of exchange rate changes on cash (179) (304)
Cash and cash equivalents at end of year 42,983 33,943
Notes
1 Basis of preparation
The annual financial information presented in this preliminary announcement
does not constitute the Company's statutory accounts for the years ended 30
June 2025 or 2024 but is based on, and consistent with, that in the audited
financial statements for the year ended 30 June 2025, and those financial
statements will be delivered to the Registrar of Companies following the
Company's Annual General Meeting. The Group's Financial Statements for the
year ended 30 June 2025 were approved by the Board on 3 October 2025. The
report of the auditors was (i) unqualified, (ii) did not include a reference
to any matters to which the auditors drew attention by way of emphasis without
qualifying their report, and (iii) did not contain a statement under section
498(2) or (3) of the Companies Act 2006.
Statutory financial statements for the year ended 30 June 2024 have been
delivered to the Registrar of Companies, the auditors reported on those
financial statements; their report was unmodified and did not contain a
statement under either Section 498(2) or Section 498(3) of the Companies Act
2006.
The preparation of financial information in conformity with the basis of
preparation described above requires the use of certain critical accounting
estimates. It also requires management to exercise its judgement in the
process of applying the Company's and Group's accounting policies.
The directors confirm they are satisfied that the Group and Company have
adequate resources, with £61.8m cash and short-term financial assets to
continue in business for the foreseeable future, including the effect of
increased costs caused by the on-going conflict zones, where the Group has no
sales, and other global events. The directors have also produced a severe, but
plausible downside scenario that demonstrates that the Group could cover its
cash commitments over the following year from approving these accounts. For
this reason, the directors continue to adopt the going concern basis in
preparing the accounts.
2 Segmental Analysis
(a) Business segments
The segmental analysis is presented on the same basis as that used for
internal reporting purposes. For internal reporting FW Thorpe is organised
into twelve operating segments based on the products and customer base in the
lighting market - the largest business is Thorlux, which manufactures
professional lighting systems for industrial, commercial and controls markets.
The businesses of Lumen Intelligence Holding GmbH, SchahlLED Lighting GmbH and
Thorlux Lighting Limited are included in this segment in accordance with the
Group's internal reporting. The businesses in the Netherlands, Lightronics
B.V. and Famostar Emergency Lighting B.V., are material subsidiaries and
disclosed separately as Netherlands companies. The businesses in the Zemper
Group are also material and disclosed separately as the Zemper Group.
The seven remaining operating segments have been aggregated into the "other
companies" reportable segment based upon their size, comprising the entities
Philip Payne Limited, Solite Europe Limited, Portland Lighting Limited, TRT
Lighting Limited, Thorlux Lighting L.L.C., Thorlux Australasia Pty Limited and
Thorlux Lighting GmbH.
FW Thorpe's chief operating decision maker (CODM) is the Group Board. The
Group Board reviews the Group's internal reporting in order to monitor and
assess performance of the operating segments for the purpose of making
decisions about resources to be allocated. Performance is evaluated based on a
combination of revenue and operating profit. Assets and liabilities have not
been segmented, which is consistent with the Group's internal reporting.
Thorlux Netherlands companies Zemper Group Other Adjustments and eliminations Total
£'000 £'000 £'000 companies £'000 continuing
£'000 operations
£'000
Year to 30 June 2025
Revenue to external customers 101,011 34,348 21,372 18,490 - 175,221
Revenue to other Group companies 4,084 244 527 5,439 (10,294) -
Total revenue 105,095 34,592 21,899 23,929 (10,294) 175,221
EBITDA 24,905 7,339 5,322 3,325 721 41,612
Depreciation and amortisation and impairment 4,687 1,036 2,524 1,308 - 9,555
Operating profit before acquisition adjustments* 21,263 6,408 3,671 2,017 (456) 32,903
Operating profit 20,218 6,303 2,798 2,017 721 32,057
Net finance income 925
Share of loss of joint ventures (1,360)
Profit before income tax 31,622
*Acquisition adjustments include amortisation charge of intangible assets of
£2.0m and gain on changes in fair value of redemption liability of £1.2m.
Year to 30 June 2024
Revenue to external customers 99,492 37,942 19,350 19,014 - 175,798
Revenue to other Group companies 3,555 220 93 3,821 (7,689) -
Total revenue 103,047 38,162 19,443 22,835 (7,689) 175,798
EBITDA 23,402 9,810 4,595 2,347 1,431 41,585
Depreciation, amortisation and impairment 5,495 1,223 2,607 1,629 - 10,954
Operating profit before acquisition adjustments* 19,933 8,802 2,880 718 30 32,363
Operating profit 17,907 8,587 1,988 718 1,431 30,631
Net finance income 68
Share of loss of joint ventures (826)
Profit before income tax 29,873
*Acquisition adjustments include amortisation charge of intangible assets of
£3.1m and gain on changes in fair value of redemption liability of £1.4m.
Adjustments and eliminations to operating profit consist of:
(i) intra-group eliminations on property rentals on premises owned by FW
Thorpe Plc, adjustments to profit related to stocks held within the Group that
were supplied by another segment, elimination of inter-segment impairments and
elimination of profit on transfer of assets between Group companies.
(ii) Adjustments relating changes in fair value of redemption liability and
share based payment charges.
(b) Geographical analysis
The Group's business segments operate in five main areas: the UK, the
Netherlands, Germany, the rest of Europe and the rest of the world. The home
country of the Company, which is also the main operating company, is the UK.
2025 2024
£'000 £'000
UK 96,687 90,330
Netherlands 32,486 36,164
Germany 13,164 17,554
Rest of Europe 28,686 27,693
Rest of the world 4,198 4,057
175,221 175,798
3 Income Tax Expense
Analysis of income tax expense in the year:
2025 2024
£'000 £'000
Current tax
Current tax on profits for the year 6,383 6,622
Adjustments in respect of prior years (256) (217)
Total current tax 6,127 6,405
Deferred tax
Origination and reversal of temporary differences 83 (845)
Total deferred tax 83 (845)
Income tax expense 6,210 5,560
The tax assessed for the year is lower (2024: lower) than the standard rate of
corporation tax in the UK of 25% (2024: 25%). The differences are explained
below:
2025 2024
£'000 £'000
Profit before income tax 31,622 29,873
Profit on ordinary activities multiplied by the standard rate in the UK of 25% 7,906 7,468
(2024: 25%)
Effects of:
Expenses not deductible for tax purposes 1,288 1,529
Accelerated tax allowances and other timing differences (414) (810)
Adjustments in respect of prior years (256) (217)
Patent box relief (2,251) (2,400)
Foreign profit taxed at higher rate (63) (10)
Tax charge 6,210 5,560
The effective tax rate was 19.64% (2024: 18.61%). Adjustments in respect of
prior years relate to refunds received for prudent assumptions on additional
investment allowances and patent box relief in the tax calculations.
A standard rate of 25% (2024: 25%) is applicable to the Company during the
current year. Deferred tax assets and liabilities have been calculated based
on a rate at which they are expected to crystallise.
4 Dividends
Dividends paid during the year are outlined in the tables below:
Dividends paid (pence per share) 2025 2024
Final dividend 5.08 4.84
Special dividend 2.50 -
Interim dividend 1.76 1.70
Total 9.34 6.54
A final dividend in respect of the year ended 30 June 2025 of 5.36p (2024:
5.08p) per share, amounting to £6,232,000 (2024: £5,961,000) is to be
proposed at the Annual General Meeting on 20 November 2025 and, if approved,
will be paid on 28 November 2025 to shareholders on the register on 31 October
2025. The ex-dividend date is 30 October 2025. These financial statements do
not reflect this dividend payable.
Dividends proposed (pence per share) 2025 2024
Final dividend 5.36 5.08
Special dividend - 2.50
Total 5.36 7.58
Dividends paid 2025 2024
£'000 £'000
Final dividend 5,961 5,674
Special dividend 2,934 -
Interim dividend 2,063 1,994
Total 10,958 7,668
Dividends proposed 2025 2024
£'000 £'000
Final dividend 6,232 5,961
Special dividend - 2,934
Total 6,232 8,895
5 Property, Plant and Equipment
Freehold land and buildings Plant and Right- Total
£'000 equipment of-use £'000
£'000 assets
£'000
Cost
At 1 July 2024 27,760 40,816 6,055 74,631
Additions 86 5,515 599 6,200
Disposals - (1,261) (245) (1,506)
Currency translation 124 123 60 307
At 30 June 2025 27,970 45,193 6,469 79,632
Accumulated depreciation
At 1 July 2024 6,766 26,929 2,613 36,308
Charge for the year 805 3,451 873 5,129
Disposals - (1,048) (245) (1,293)
Currency translation 29 77 31 137
At 30 June 2025 7,600 29,409 3,272 40,281
Net book amount
At 30 June 2025 20,370 15,784 3,197 39,351
Freehold land and buildings Plant and Right- Total
£'000 equipment of-use £'000
£'000 assets
£'000
Cost
At 1 July 2023 28,219 37,689 5,942 71,850
Additions 614 4,507 431 5,552
Transfer to investment properties (891) - - (891)
Disposals (12) (1,236) (232) (1,480)
Currency translation (170) (144) (86) (400)
At 30 June 2024 27,760 40,816 6,055 74,631
Accumulated depreciation
At 1 July 2023 6,211 24,758 2,118 33,087
Charge for the year 834 3,217 763 4,814
Transfer to investment properties (240) - - (240)
Disposals (11) (955) (232) (1,198)
Currency translation (28) (91) (36) (155)
At 30 June 2024 6,766 26,929 2,613 36,308
Net book amount
At 30 June 2024 20,994 13,887 3,442 38,323
Freehold land which was not depreciated at 30 June 2025 amounted to £755,000
(2024: £755,000).
6 Intangible Assets
Goodwill Development Technology Brand name Customer Software Patents Fishing rights Total
£'000 costs £'000 £'000 relationship £'000 £'000 £'000 £'000
£'000 £'000
Cost
At 1 July 2024 45,902 13,954 2,857 5,094 14,864 3,853 178 182 86,884
Additions - 2,627 - - - 155 - - 2,782
Disposals - (2,431) - - - (2) (22) - (2,455)
Currency translation 446 101 26 51 154 8 - - 786
At 30 June 2025 46,348 14,251 2,883 5,145 15,018 4,014 156 182 87,997
Accumulated amortisation and impairment
At 1 July 2024 - 8,296 2,757 3,081 3,326 3,164 156 - 20,780
Charge for the year - 2,102 76 417 1,530 255 - - 4,380
Disposals - (2,427) - - - (2) - - (2,429)
Currency translation - 73 26 39 66 5 - - 209
At 30 June 2025 - 8,044 2,859 3,537 4,922 3,422 156 - 22,940
Net book amount
At 30 June 2025 46,348 6,207 24 1,608 10,096 592 - 182 65,057
Goodwill Development Technology Brand name Customer Software Patents Fishing rights Total
£'000 costs £'000 £'000 relationship £'000 £'000 £'000 £'000
£'000 £'000
Cost
At 1 July 2023 47,003 13,956 2,893 5,164 15,078 3,747 159 182 88,182
Additions - 2,019 - - - 133 20 - 2,172
Disposals - (1,902) - - - (20) - - (1,922)
Write-offs (481) - - - - - - - (481)
Currency translation (620) (119) (36) (70) (214) (7) (1) - (1,067)
At 30 June 2024 45,902 13,954 2,857 5,094 14,864 3,853 178 182 86,884
Accumulated amortisation and impairment
At 1 July 2023 233 7,925 2,643 1,702 1,806 2,826 156 - 17,291
Charge for the year - 2,351 149 1,419 1,566 361 - - 5,846
Impairment 249 - - - - - - - 249
Disposals - (1,902) - - - (20) - - (1,922)
Write-offs (481) - - - - - - - (481)
Currency translation (1) (78) (35) (40) (46) (3) - - (203)
At 30 June 2024 - 8,296 2,757 3,081 3,326 3,164 156 - 20,780
Net book amount
At 30 June 2024 45,902 5,658 100 2,013 11,538 689 22 182 66,104
Write-offs relate to assets where no further economic benefits will be
obtained. Development costs primarily consist of internally generated
development costs. Amortisation of £4,380,000 (2024: £5,846,000) is included
in the administrative expenses.
The Group's material individual intangible asset comprises a customer
relationship arising from the acquisition of ElectroZemper, with a carrying
amount of £7,061,000 (2024: £7,610,000) and a remaining amortisation period
of 11 (2024: 12) years.
7 Short-Term Financial Assets
2025 2024
£'000 £'000
At 1 July 18,965 4
Net (withdrawals)/deposits (203) 18,994
Currency translation 43 (33)
At 30 June 18,805 18,965
The short-term financial assets consist of term cash deposits with an original
term in excess of three months.
8 Earnings Per Share
Basic and diluted earnings per share for profit attributable to equity holders
of the Company
Basic earnings per share is calculated by dividing the profit attributable to
equity holders of the Company by the weighted average number of ordinary
shares in issue during the year, excluding ordinary shares purchased by the
Company and held as treasury shares.
Basic 2025 2024
Weighted average number of ordinary shares in issue 117,141,579 117,256,012
Profit attributable to equity holders of the Company (£'000) 25,412 24,313
Basic earnings per share (pence per share) total 21.69 20.73
Diluted earnings per share is calculated by dividing the profit attributable
to equity holders of the Company by the weighted average number of ordinary
shares in issue during the year, excluding ordinary shares purchased by the
Company and held as treasury shares, plus the number of shares earned for
share options where performance conditions have been achieved.
Diluted 2025 2024
Weighted average number of ordinary shares in issue (diluted) 117,142,318 117,294,290
Profit attributable to equity holders of the Company (£'000) 25,412 24,313
Diluted earnings per share (pence per share) total 21.69 20.73
9 Cash Generated from Operations
2025 2024
£'000 £'000
Profit before income tax 31,622 29,873
Depreciation of property, plant and equipment 5,129 4,814
Depreciation of investment properties 46 45
Amortisation of intangible assets 4,380 5,846
Impairment of goodwill - 249
Fair value adjustment on redemption liability (1,177) (1,402)
Profit on disposal of property, plant and equipment (191) (125)
Profit on disposal of an investment property - (134)
Loss on disposal of intangible assets 26 -
Net finance income (925) (68)
Retirement benefit contributions less current service charge (178) (276)
Share of joint venture loss 1,360 826
Share-based payment charge 720 152
Research and development expenditure credit (280) (356)
Effects of exchange rate movements 267 907
Changes in working capital:
- (Increase)/decrease in inventories (607) 4,258
- Decrease in trade and other receivables 625 135
- (Decrease)/increase in payables and provisions (736) 3,016
Cash generated from operations 40,081 47,760
10 Events after the Statement of Financial Position date
There are no events after the statement of financial position date that have
significant impact to the Group's financial position.
11 Cautionary statement
Sections of this report contain forward looking statements that are subject to
risk factors including the economic and business circumstances occurring from
time to time in countries and markets in which the Group operates. By their
nature, forward looking statements involve a number of risks, uncertainties
and future assumptions because they relate to events and/or depend on
circumstances that may or may not occur in the future and could cause actual
results and outcomes to differ materially from those expressed in or implied
by the forward looking statements. No assurance can be given that the
forward-looking statements in this preliminary announcement will be realised.
Statements about the Chairman's expectations, beliefs, hopes, plans,
intentions and strategies are inherently subject to change, and they are based
on expectations and assumptions as to future events, circumstances and other
factors which are in some cases outside the Company's control. Actual results
could differ materially from the Company's current expectations. It is
believed that the expectations set out in these forward looking statements are
reasonable but they may be affected by a wide range of variables which could
cause actual results or trends to differ materially, including but not limited
to, changes in risks associated with the Company's growth strategy,
fluctuations in product pricing and changes in exchange and interest rates.
12 Annual report and accounts
The annual report and accounts will be sent to shareholders on 14 October 2025
and will be available, along with this announcement, on the Group's website
(www.fwthorpe.co.uk) from 14 October 2025. The Group will hold its AGM on 20
November 2025.
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