Final results for the year ended 30 June 2025
25/11/2025 07:00
RNS Number : 7950I
PipeHawk PLC
25 November 2025
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the UK Market Abuse Regulation
25 November 2025
PipeHawk plc
("PipeHawk", "Company" or the "Group")
Final results for the year ended 30 June 2025
Highlights
- Group turnover was £3.7 million (2024: £9.1 million) a 27% increase on turnover of £2.9 million generated from Pipehawk's ongoing core businesses in 2024, which excludes QM Systems Ltd
- Group operating profit of £118,000 (2024: loss £1,215,000)
- Loss before taxation for the financial year of £310,000 (2024: loss £1,639,000)
- Despite wider current market conditions, all divisions of the Group are currently performing well
Chairman's statement for the year ended 30 June 2025
I can report that the Group's turnover for the financial year ended 30 June 2025 (the "Financial Year" or "2024/25 FY") was £3.7 million (2024: £9.1 million). The Group reported an operating profit in the Financial Year of £118,000 (2024: loss £1,215,000), a loss before taxation for the Financial Year of £310,000 (2024: loss £1,639,000) and a loss after taxation of £259,000 (2024: loss £821,000). The loss per share for the Financial Year was 0.71p (2024: loss per share 2.26p).
Well, that was another very challenging year! Obviously, there were repercussions and fall out from the demise of QM Systems, but the remaining teams and businesses have buckled down and grown remaining core turnover by 27% from £2.9 million to £3.7 million and I am confident that we shall continue to grow and will have soon clawed our way back to profitability, indeed on an EBITDA basis this year was positive to the tune of £207,000.
Whilst I was cautiously optimistic this time last year that our core businesses were in the right industries which would be less affected by private sector lack of confidence because they service the utilities, government and rail industries, it sadly transpires that either funding has been cut or delayed or, where it has been made available, there is significant indecision on where and how to spend it. Accordingly, we are increasingly looking to overseas markets to sell our products and expertise. This bodes well for the future but does involve longer gestation periods.
Finally, I would like to pay tribute to all of our staff, subsidiary board directors and main board directors for all their hard work and loyalty as we strive to achieve further progress at each of our businesses. In particular, I salute Randal MacDonnell, PipeHawk's highly respected and valued non-executive director who sadly passed away in September, and whose advice, tenacity and good humour will be sorely missed. We intend to appoint an additional non-executive director to the Board in due course.
Thomson Engineering Design Ltd ("TED")
TED finished the year on a high, increasing its turnover from £1.14 million to £1.77 million, growth of over 55% compared to 2024. This resulted in a healthy post-tax profit of £156k (2024: loss £104k).
The partnership between TED and Unipart continues to flourish, with the additional exposure and sales network Unipart brings to the partnership through marketing strategies and exhibitions combined with TED's newly developed High Output machinery and our other rail attachment offerings.
Exhibiting at the IAF exhibition show in Munster, Germany in May 2025 gained a high footfall of potential clients with serious interest in our rail equipment. Major interest is coming predominantly from Brazil, North America and India, and the machine methodology is being embedded into high profile infrastructure projects due to come to fruition in 2026.
TED also showcased its rail attachments and special purpose machinery at the UK's largest rail event, Rail Live in June this year.
This led to sales leads and requests for quotes ("RFQs") of over £500k, some of which are now entering our order book destined for maintenance work on the London Underground Rail Network.
Transport for London and the London Underground have approved TED machinery to be utilised for on-going and future maintenance projects.
The release of CP7 contracts to UK rail infrastructure for tier 1 and 2 contractors remains cautious and therefore our clients spend is being withheld until they are guaranteed the work bank. However, RFQs remain steady even though the gestation period for some RFQs is slow but seems to be gathering momentum as renewals and maintenance projects are released and confidence returns.
The outlook for 2026 and beyond is very positive.
Adien Ltd ("Adien")
The last financial year for Adien proved to be positive overall. The Adien staff have settled well into their new premises and have managed to make a number of efficiencies as a result.
Adien had a very strong start to the financial year with all teams at full occupation throughout almost the whole six-month period. Unfortunately, the second half of the year proved more difficult, with one very large infrastructure project which had been scheduled to start in mid-January getting progressively delayed until the end of spring. Adien had gone to great lengths in planning and accommodating the project only for the proposed start day to be delayed by three months. It then proved difficult to get full utilisation out of the teams during that three-month period at very short notice. Structural changes have been put in place to minimise the likelihood of such instances occurring moving forward and, in the unlikely event that they do, to mitigate their impact.
The project pipeline in 2025 has become somewhat difficult to navigate as a number of sectors that were expecting to see reasonable growth indicated that there will be little to no spend in 2025 and 2026. This primarily relates to anything MOD and local council related. MOD has shelved virtually all plans regarding barracks development/expansion or refurbishment. Likewise, there were several plans in relation to town/city centre regeneration projects which have also been shelved fully. There appears to be a lot of uncertainty and lack of commitment within the construction industry as a whole currently.
However, on the positive side, Adien is doing well within the Telecoms, Water and Power industries with reasonable year on year growth. This is where we will continue our focus. Orders are strong here and have provided us with a nearly complete programme of works until the end of the calendar year. Coupled with our new CCTV division, it is anticipated that Adien will see good growth in the next year.
Utsi Electronics Ltd ("Utsi")
Despite global events stretching both customer relationships and supply chain timescales, throughout the year, as well as disrupting access to some regional markets, our plan for growth has continued to deliver tangible results, with turnover up over 30%, for the second year in succession, now bringing our bottom line within touching distance of being positive. While UK market sales have remained flat, sales to EU and ROW have been buoyant in comparison. As we have continued to re-establish ourselves within existing markets, we have also expanded the boundaries of our expertise into adjacent technologies, creating new opportunities for sideward growth. Our fostering of deeper relationships with our distribution chain; based on the prospect of mutual innovation - mutual growth, has also begun to open new doors, to work with international distributors, operating in allied fields, to provide additional customer specific requirements. While the timely sourcing of materials remains a concern. The future for Utsi continues to be bright and full of promise.
Financial position
The Group continues to be in a net liability position and is still reliant on my continuing financial support.
My letter of support dated 26 November 2023 was renewed on 16 November 2025 to provide the Group with financial support until 31 December 2026. Loans due to me, other than those covered by the CULS (as defined below) agreement, are unsecured and accrue interest at an annual rate of Bank of England base rate plus 2.15%.
The Group's £1.0 million convertible unsecured loan stock issued to me (the "CULS") was renewed on 30 June 2022 and extended on identical terms, such that the CULS are now repayable on 13 August 2026. Further details of the CULS were most recently announced by the Group on 26 September 2024.
In addition to the loans I have provided to the Company in previous years, I have deferred a certain proportion of fees and the interest due on loans I have provided until the Company is in a suitably strong position to make the full payments. During the Financial Year, the deferred element of fees and interest amounted to £259,000 and the aggregate amount of deferred fees and interest outstanding to me as at the end of the Financial Year amounted to approximately £2.0 million in total, all of which has been recognised as a liability in the Company's accounts.
Strategy & Outlook
The Group remains committed to creating sustainable earnings-based growth and focusing on the expansion of its business with forward-looking products and services. PipeHawk acts responsibly towards its shareholders, business partners, employees, society and the environment in each of its business areas.
PipeHawk is committed to technologies and products that unite the goals of customer value and sustainable development. Despite wider current market conditions, all divisions of the Group are currently performing well, and I remain optimistic in my outlook for the Group.
Gordon Watt
Executive Chairman
Date: 24 November 2025
Independent auditor's report for the year ended 30 June 2025
"Opinion
We have audited the financial statements of PipeHawk Plc (the "Parent Company") and its subsidiaries (the "Group") for the year ended 30 June 2025 which comprise:
• Consolidated statement of comprehensive income
• Consolidated statement of financial position and Parent company statement of financial position
• Consolidated statement of cash flow and Parent company statement of cash flow
• Consolidated statement of changes in equity and Parent company statement of changes in equity and
• the Notes to the financial statements, including significant accounting policies
In our opinion, the financial statements:
• give a true and fair view of the state of the Group's affairs as at 30 June 2025 and of its loss for the year then ended.
• have been properly prepared in accordance with UK adopted international accounting standards; and
• have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
We draw attention to note 1 in the financial statements, which indicates that due to the financial requirements of the Group and the Parent Company, the Executive Chairman, G.G. Watt, will provide ongoing financial support for a period of at least twelve months from the approval date of the financial statements. These events and conditions indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
• The information given in the strategic report and the report of the directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
• The strategic report and the report of the directors have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
• adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
• the financial statements are not in agreement with the accounting records and returns; or
• certain disclosures of directors' remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement set out on page 12, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
• we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the computer component manufacturing and supply sector;
• we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006 and taxation legislation;
• we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
• identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
• making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
• considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
To address the risk of fraud through management bias and override of controls, we:
• performed analytical procedures to identify any unusual or unexpected relationships;
• tested journal entries to identify unusual transactions; and
• investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
• agreeing financial statement disclosures to underlying supporting documentation;
• reading the minutes of meetings of those charged with governance;
• enquiring of management as to actual and potential litigation and claims.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
A further description of our responsibilities is available on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Signed by:
Sam Perkin BA ACA (Senior Statutory Auditor)
For and on behalf of Sedulo Audit Limited
Chartered Accountants
Statutory Auditor
St Paul's House
23 Park Square
Leeds
West Yorkshire
LS1 2ND
United Kingdom
Date: 24 November 2025"
Enquiries:
| PipeHawk plc Gordon Watt (Chairman) | Tel. No. 01252 338 959 |
| Allenby Capital Limited (Nomad and Broker) | Tel. No. 020 3328 5656 |
| Note | 30 June 2025 £'000 | 30 June 2024 £'000 | |||||||
| Revenue | 2 | 3,743 | 9,138 | ||||||
| Staff costs | 5 | (1,674) | (4,954) | ||||||
| Impairment of goodwill Operating costs | - (1,951) | (163) (5,236) | |||||||
| Operating profit/ (loss) | 4 | 118 | (1,215) | ||||||
| Profit/(Loss) before interest, taxation and exceptional items | 118 | (1,215) | |||||||
| Finance costs | 3 | (428) | (424) | ||||||
| Loss before taxation | (310) | (1,639) | |||||||
| Taxation credit / (charge) | 7 | 51 | (52) | ||||||
| Loss before exceptional items Exceptional items | (259) - | (1,691) 870 | |||||||
| Loss for the year attributable to equity holders of the parent | (259) | (821) | |||||||
| Other comprehensive income -Revaluation reserve | 141 | - | |||||||
| Total comprehensive Loss for the year attributable to equity holder of the parent | (118) | (821) | |||||||
| Lossper share (pence) - basic | 8 | (0.71) | (2.26) | ||||||
| Loss per share (pence) - diluted | 8 | (0.71) | (2.26) | ||||||
| Note | 30 June 2025 £'000 | 30 June 2024 £'000 | ||
| Assets | ||||
| Non-current assets | ||||
| Property, plant and equipment | 9 | 553 | 447 | |
| Right of use assets | 10 | 187 | 189 | |
| Goodwill | 11 | - | - | |
| 740 | 636 | |||
| Current assets | ||||
| Inventories | 13 | 105 | 113 | |
| Current tax assets | 51 | 80 | ||
| Trade and other receivables | 14 | 728 | 1,007 | |
| Cash and cash equivalents | 15 | 95 | ||
| 899 | 1,295 | |||
| Total assets | 1,639 | 1,931 | ||
| Equity and liabilities | ||||
| Equity | ||||
| Share capital | 18 | 363 | 363 | |
| Share premium Revaluation reserve | 5,316 141 | 5,316 - | ||
| Retained earnings | (12,211) | (11,952) | ||
| (6,391) | (6,273) | |||
| Non-current liabilities | ||||
| Borrowings Trade and other payables | 16 15 | 3,663 - | 3,780 121 | |
| 3,663 | 3,901 | |||
| Current liabilities | ||||
| Borrowings Trade and other payables | 16 15 | 3,401 966 | 2,929 1,374 | |
| 4,367 | 4,303 | |||
| Total equity and liabilities | 1,639 | 1,931 |
| Note | 30 June 2025 £'000 | 30 June 2024 £'000 | ||
| Cash flows from operating activities | ||||
| Operating Profit / (Loss) | 118 | (1,215) | ||
| Adjustments for: | ||||
| Impairment of Goodwill Impairment of right of use assets Depreciation | - - 170 | 163 347 619 | ||
| 288 | (86) | |||
| Decrease / (increase) in inventories | 8 | 65 | ||
| Decrease / (increase) in receivables | 279 | 271 | ||
| (Decrease) / increase in liabilities | (369) | (1,002) | ||
| Cash generated from operations / (used in) | 206 | (752) | ||
| Interest paid | (169) | (173) | ||
| Corporation tax received | 80 | 695 | ||
| Net cash generated from / (used in) operating activities | 117 | (230) | ||
| Cash flows from investing activities | ||||
| Purchase of fixed assets | (18) | (50) | ||
| Net cash used in investing activities | (18) | (50) | ||
| Cash flows from financing activities | ||||
| Proceeds / (Repayments) from borrowings | 28 | 30 | ||
| Repayments of loan Proceeds of loan | (242) 165 | (544) 1,313 | ||
| Repayment of leases | (130) | (572) | ||
| Net cash (used in) / generated from financing activities | (179) | 227 | ||
| Net decrease in cash and cash equivalents | (80) | (53) | ||
| Cash and cash equivalents at the beginning of year | 95 | 148 | ||
| Cash and cash equivalents at the end of year | 15 | 95 |
| CONSOLIDATED | Share capital | Share premium account | Retained earnings | Revaluation Reserve | Total |
| £'000 | £'000 | £'000 | £'000 | £'000 | |
| As at 1 July 2023 | 363 | 5,316 | (11,131) | - | (5,452) |
| Loss for the year | - | - | (821) | - | (821) |
| Total comprehensive income | - | - | (821) | - | (821) |
| As at 30 June 2024 | 363 | 5,316 | (11,952) | - | (6,273) |
| Loss for the year Revaluation gain | - - | - - | (259) - | - 141 | (259) 141 |
| Total comprehensive income | - | - | (259) | 141 | (118) |
| As at 30 June 2025 | 363 | 5,316 | (12,211) | 141 | (6,391) |
| 2025 £'000 | 2024 £'000 | |||
| Turnover by geographical market | ||||
| United Kingdom | 3,296 | 8,739 | ||
| Europe | 49 | 82 | ||
| Other | 398 | 317 | ||
| 3,743 | 9,138 |
| The Group operates out of one geographical location being the UK. Accordingly, the primary segmental disclosure is based on activity. Per IFRS 8 operating segments are based on internal reports about components of the Group, which are regularly reviewed and used by Chief Operating Decision Maker ("CODM"), the current executive chairman, for strategic decision making and resource allocation, in order to allocate resources to the segment and to assess its performance. The Group's reportable operating segments are as follows: · Adien Limited - Utility detection and mapping services - Sale of services · Utsi Electronics Limited - Development, assembly and sale of GPR equipment - Sale of goods · Thomson Engineering Design Limited - Rail trackside solutions (included in the test system solutions segment) - Sale of services · Wessex Precision Instruments Limited - Non trading The CODM monitors the operating results of each segment for the purpose of performance assessments and making decisions on resource allocation. Performance is based on revenue generations and profit before tax, which the CODM believes are the most relevant in evaluating the results relative to other entities in the industry. Information regarding each of the operations of each reportable segment is included below, all non-current assets owned by the Group are held in the UK. | ||||||||
| Utility detection and mapping services | Development, assembly and sale of GPR equipment | Automation and test system solutions | Total | |||||
| £'000 | £'000 | £'000 | £'000 | |||||
| Year ended 30 June 2025 | ||||||||
| Total segmental revenue | 1,537 | 433 | 1,773 | 3,743 | ||||
| Operating (loss) / profit | 68 | (114) | 164 | 118 | ||||
| Finance costs | (53) | (350) | (25) | (428) | ||||
| (Loss) / Profit before taxation | 15 | (464) | 139 | (310) | ||||
| Segment assets | 612 | 430 | 597 | 1,639 | ||||
| Segment liabilities | 659 | 6,510 | 878 | 8,047 | ||||
| Non-current asset additions Revaluation reserve-property | 3 - | - 93 | 15 48 | 18 141 | ||||
| Depreciation and amortisation | 44 | 17 | 109 | 170 | ||||
| Utility detection and mapping services | Development, assembly and sale of GPR equipment | Automation and test system solutions | Total | |||||
| £'000 | £'000 | £'000 | £'000 | |||||
| Year ended 30 June 2024 | ||||||||
| Total segmental revenue | 1,448 | 330 | 7,360 | 9,138 | ||||
| Operating (loss) / profit | 85 | 154 | (1,454) | (1,215) | ||||
| Finance costs | (35) | (335) | (54) | (424) | ||||
| (Loss) / Profit before taxation | 50 | (181) | (1,508) | (1,639) | ||||
| Segment assets | 497 | 322 | 1,112 | 1,931 | ||||
| Segment liabilities | 579 | 6,319 | 1,220 | 8,118 | ||||
| Non-current asset additions | 48 | - | 47 | 95 | ||||
| Depreciation and amortisation | 60 | 18 | 541 | 619 | ||||
| 2025 £'000 | 2024 £'000 | |||
| Interest payable | 428 | 424 | ||
| 428 | 424 | |||
| Interest payable comprises interest on: | ||||
| Leases | 11 | 23 | ||
| Directors' loans | 259 | 259 | ||
| Other | 158 | 142 | ||
| 428 | 424 |
| This is arrived at after charging for the Group: | ||||
| 2025 £'000 | 2024 £'000 | |||
| Research and development costs not capitalised | 611 | 602 | ||
| Depreciation and amortisation Impairment of goodwill Impairment of stock recognised as an expense | 170 - 7 | 619 163 10 | ||
| Auditor's remuneration | ||||
| Fees payable to the Company's auditor for the audit of the Group's financial statements | 33 | 53 | ||
| Fees payable to the Company's auditor and its subsidiaries for the provision of tax services | 5 | - | ||
| The Company's audit fee is £18,000 (2024: £29,000). | ||||
| Group | 2025 | 2024 | ||||
| No. | No. | |||||
| Average monthly number of employees, including directors: | ||||||
| Production and research | 33 | 89 | ||||
| Selling and research | 5 | 9 | ||||
| Administration | 9 | 10 | ||||
| 47 | 108 |
| Group | 2025 | 2024 | ||||
| £'000 | £'000 | |||||
| Staff costs, including directors: | ||||||
| Wages and salaries | 1,454 | 4,313 | ||||
| Social security costs | 143 | 414 | ||||
| Other pension costs | 77 | 227 | ||||
| 1,674 | 4,954 |
| Company | 2025 | 2024 | ||||
| No. | No. | |||||
| Average monthly number of employees, including directors: | ||||||
| Selling and research | - | - | ||||
| Administration | 1 | 1 | ||||
| 1 | 1 |
| Company | 2025 | 2024 | ||||
| £'000 | £'000 | |||||
| Staff costs, including directors: | ||||||
| Wages and salaries | 124 | 82 | ||||
| Social security costs | - | - | ||||
| Other pension costs | - | - | ||||
| 124 | 82 |
| Salary and fees | Benefits in kind | 2025 Total | 2024 Total | |||||||||||
| £'000 | £'000 | £'000 | £'000 | |||||||||||
| G G Watt | 71 | - | 71 | 71 | ||||||||||
| R MacDonnell | 2 | - | 2 | 2 | ||||||||||
| T Williams | 10 | - | 10 | 9 | ||||||||||
| Aggregate emoluments | 83 | - | 83 | 82 | ||||||||||
| Directors' pensions | 2025 | 2024 | ||||||||||||
| No. | No. | |||||||||||||
| The number of directors who are accruing retirement benefits under: | ||||||||||||||
| Defined contributions policies | - | - | ||||||||||||
| The directors represent key management personnel. Refer to note 18 for details of directors share options. | ||||||||||||||
| 2025 | 2024 | |||||
| £'000 | £'000 | |||||
| United Kingdom Corporation Tax | ||||||
| Current taxation | (51) | (68) | ||||
| Adjustments in respect of prior years | - | 120 | ||||
| (51) | 52 | |||||
| Deferred taxation | - | - | ||||
| Tax on loss | (51) | 52 | ||||
| Current tax reconciliation | ||||||
| Taxable loss for the year | (310) | (1,639) | ||||
| Theoretical tax at UK corporation tax rate 19% (2024: 19%) | (59) | (383) | ||||
| Effects of: | ||||||
| R&D tax credit adjustments | (99) | (38) | ||||
| Fixed asset timing differences | 1 | 4 | ||||
| Not deductible for tax purposes Impairment of goodwill | 8 - | 259 (31) | ||||
| Deferred tax not recognised | 98 | 229 | ||||
| Adjustments in respect of prior years | - | 120 | ||||
| Utilisation of losses | - | 1 | ||||
| Short term timing differences | - | (109) | ||||
| Total income tax (credit) / charge | ( 51) | 52 | ||||
| The Group has tax losses amounting to approximately £3,293,000 (2024: £3,807,000), available for carry forward to set off against future trading profits. No deferred tax assets have been recognised in these financial statements due to the uncertainty regarding future taxable profits. Potential deferred tax assets not recognised are approximately £626,000 (2024: £723,000). |
| Group Basic (pence per share) 2025 - Loss (0.71) per share;2024 - Loss (2.26) per share The loss has been calculated based on the net loss of £259,000 (2024: Loss £821,000) and the number of shares used was 36,312,823 (2024: 36,312,823) being the weighted average number of shares in issue during the year. The net loss does not include the revaluation gain on the Group's property portfolio, which has been recognised in other comprehensive income and is therefore not a factor in the calculation of loss per share. Diluted (pence per share) 2025 - (0.71) loss per share;2024 - (2.26) loss per share In the current year the potential ordinary shares included in the weighted average of shares are anti-dilutive and therefore diluted earnings per share is equal to basic earnings per share. |
| Group | Freehold | Equipment, fixtures and fittings | Leasehold improvements | Motor vehicles | Total | ||
| £'000 | £'000 | £'000 | £'000 | £'000 | |||
| Cost | |||||||
| At 1 July 2024 | 375 | 1,139 | 21 | 292 | 1,827 | ||
| Additions Revaluation gain Transfer from right of use assets | - 81 - | 18 - - | - - 23 | - - - | 18 81 23 | ||
| Disposals | - | (733) | - | (134) | (867) | ||
| At 30 June 2025 | 456 | 424 | 44 | 158 | 1,082 | ||
| Depreciation | |||||||
| At 1 July 2024 | 4 | 1,087 | - | 289 | 1,380 | ||
| Charged in year Revaluation depreciation reversal | 4 (60) | 44 - | 11 - | 3 - | 62 (60) | ||
| Disposals Transfer from right of use assets | - - | (733) 3 | - 11 | (134) - | (867) 14 | ||
| At 30 June 2025 | (52) | 401 | 22 | 158 | 529 | ||
| Net book value | |||||||
| At 30 June 2025 | 508 | 23 | 22 | - | 553 | ||
| At 30 June 2024 | 371 | 52 | 21 | 3 | 447 | ||
| Group | Property | Equipment, fixtures and fittings | Leasehold improvements | Motor vehicles | Total | ||
| £'000 | £'000 | £'000 | £'000 | £'000 | |||
| Cost | |||||||
| At 1 July 2024 | 192 | 449 | 168 | 23 | 832 | ||
| Additions Transfer to property, plant and equipment | 115 - | - - | - (23) | - - | 115 (23) | ||
| Disposal | - | - | - | - | - | ||
| At 30 June 2025 | 307 | 449 | 145 | 23 | 924 | ||
| Depreciation | |||||||
| At 1 July 2024 | 66 | 415 | 156 | 6 | 643 | ||
| Charged in year Transfer to property, plant and equipment | 82 - | 20 (3) | - (11) | 6 - | 108 (14) | ||
| Disposal | - | - | - | - | - | ||
| At 30 June 2025 | 148 | 432 | 145 | 12 | 737 | ||
| Net book value | |||||||
| At 30 June 2025 | 159 | 17 | - | 11 | 187 | ||
| At 30 June 2024 | 126 | 34 | 12 | 17 | 189 | ||
| Group | Goodwill £'000 | Total £'000 | ||||||
| Cost | ||||||||
| At 1 July 2024 | 1,357 | 1,357 | ||||||
| Additions | - | - | ||||||
| At 30 June 2025 | 1,357 | 1,357 | ||||||
| Impairment | ||||||||
| As at 30 June 2024 Additional impairment | (1,357) - | .(1,357) - | ||||||
| Net book value | ||||||||
| At 30 June 2025 | - | - | ||||||
| At 30 June 2024 | - | - |
| The goodwill brought forward in the statement of financial position at 30 June 2024 was £ nil. We consider the CGUs to be the entities as acquired under business combinations and managed as separate legal entities, each representing a separately identifiable and independent group of assets contributing to the cash flows of the CGU. · Adien Limited specialises in leading edge detection systems in the field of utilities detection. · Thomson Engineering Design produces an unparalleled range of machines, attachments and tools for railway track maintenance. · Utsi design & manufacturer of innovative Ground Penetrating Radar (GPR) systems which are used for commercial and Industrial applications, all over the world. |
| Company Investment in subsidiaries | Investment in subsidiaries | Total | |||||||
| £'000 | £'000 | ||||||||
| Cost | |||||||||
| At 1 July 2024 | 1,903 | 1,903 | |||||||
| Additions | - | - | |||||||
| At 30 June 2025 | 1,903 | 1,903 | |||||||
| Impairment | |||||||||
| Provided at 30 June 2024 Additional impairment | (1,903) - | (1,903) - | |||||||
| Net book value | |||||||||
| At 30 June 2025 | - | - | |||||||
| At 30 June 2024 | - | - | |||||||
| Subsidiary | Parent and Group interest in ordinary shares and voting rights | Country of incorporation | Principal activity | ||||||
| Adien Ltd | 100% | England & Wales | Specialist surveying | ||||||
| Thomson Engineering Design Ltd | 100% | England & Wales | Specialist in railway equipment | ||||||
| Wessex Precision Instruments Ltd | 100% | England & Wales | Slip test solutions | ||||||
| Utsi Electronics Ltd | 100% | England & Wales | GPR equipment | ||||||
| Wessex Test Equipment Ltd | 100% | England & Wales | Dormant | ||||||
| CE Marking Services Ltd | 100% | England & Wales | Dormant | ||||||
| An impairment assessment was performed in line with the assessment of goodwill, see note 11 for further details. The registered office of all of the above named subsidiaries, except Adien Ltd and Utsi Electronics Ltd is Units 2a & 3 Crabtree Road, Forest Vale Industrial Estate, Cinderford, Gloucestershire, United Kingdom, GL14 2YQ. The registered office of Adien Ltd is Derek Lewis Building, Millfield Ind Estate, Bentley, Doncaster, DN5 0SJ The registered office of Utsi Electronics Ltd is Unit 26, Glenmore Business Park, Ely Road, Waterbeach, Cambridge, Cambridgeshire, CB25 9PG. |
| Group | Company | |||||||
| 2025 £'000 | 2024 £'000 | 2025 £'000 | 2024 £'000 | |||||
| Raw materials | - | - | - | - | ||||
| Finished goods | 105 | 113 | - | - | ||||
| 105 | 113 | - | - | |||||
| The replacement cost of the above inventories would not be significantly different from the values stated. The cost of inventories recognised as an expense during the year amounted to £769,000 (2024: £2,709,000). For the Parent company this was £nil (2024: £nil). | ||||||||
| Group | Company | |||||
| 2025 £'000 | 2024 £'000 | 2025 £'000 | 2024 £'000 | |||
| Current | ||||||
| Trade receivables | 397 | 504 | - | - | ||
| Amounts owed by Group undertakings less provision | - | - | 87 | 9 | ||
| Other Debtors | 116 | 125 | 93 | - | ||
| Accrued income | 45 | 235 | - | - | ||
| Prepayments | 170 | 143 | - | - | ||
| 728 | 1,007 | 180 | 9 | |||
| Group | Company | ||||||
| 2025 £'000 | 2024 £'000 | 2025 £'000 | 2024 £'000 | ||||
| Current | |||||||
| Trade payables | 418 | 406 | 74 | 55 | |||
| Other taxation and social security | 231 | 370 | - | 13 | |||
| Payments received on account | 6 | 389 | - | - | |||
| Accruals and other creditors | 311 | 209 | 31 | 61 | |||
| 966 | 1,374 | 105 | 129 | ||||
| Group | Company | ||||||
| 2025 £'000 | 2024 £'000 | 2025 £'000 | 2024 £'000 | ||||
| Non-current | |||||||
| Amounts owed to Group undertakings | - | - | 277 | 310 | |||
| Other creditors | - | 121 | - | - | |||
| - | 121 | 277 | 310 | ||||
| The performance obligations of the IFRS 15 contract liabilities (payments received on account) are expected to be met within the next financial year. The brought forward payments received on account figure was £389,000, this was all recognised during the financial year 2025. |
| Group | Company | |||||
| 2025 £'000 | 2024 £'000 | 2025 £'000 | 2024 £'000 | |||
| Due within one year | ||||||
| Bank and other loans | 991 | 783 | 633 | 578 | ||
| Directors' loan | 2,294 | 2,035 | 2,294 | 2,035 | ||
| Obligations under lease agreements | 116 | 111 | - | - | ||
| 3,401 | 2,929 | 2,927 | 2,613 | |||
| Due after more than one year | ||||||
| Bank and other loans | 246 | 342 | 169 | 240 | ||
| Directors' loan | 3,336 | 3,342 | 3,336 | 3,342 | ||
| Obligations under lease agreements | 81 | 96 | - | - | ||
| 3,663 | 3,780 | 3,505 | 3,582 | |||
| Repayable | ||||||
| Due within 1 year | 3,401 | 2,929 | 2,927 | 2,613 | ||
| Over 1 year but less than 2 years | 3,505 | 3,652 | 3,445 | 3,522 | ||
| Over 2 years but less than 5 years | 158 | 128 | 60 | 60 | ||
| 7,064 | 6,709 | 6,432 | 6,195 |
| 2025 | Bought forward | Cash flows | Non-cash: Lease release / disposal | Non-cash: New leases | Non-cash: Accrued fees /interests | Carried forward | |
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | ||
| Director loan | 5,376 | (77) | - | - | 331 | 5,630 | |
| Leases | 207 | (130) | - | 115 | 5 | 197 | |
| Other | 1,126 | 28 | - | - | 83 | 1,237 | |
| Loans and borrowings | 6,709 | (179) | - | 115 | 419 | 7,064 | |
| 2024 | Bought forward | Cash flows | Non-cash: Lease release / disposal | Non-cash: New leases | Non-cash: Accrued fees/interests | Carried forward | |
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | ||
| Director loan | 4,284 | 769 | - | - | 323 | 5,376 | |
| Leases | 2,487 | (572) | (1,873) | 75 | 90 | 207 | |
| Other | 1,028 | 30 | - | - | 68 | 1,126 | |
| Loans and borrowings | 7,799 | 227 | (1,873) | 75 | 481 | 6,709 | |
| The Group uses financial instruments, which comprise cash and various items, such as trade receivables and trade payables that arise from its operations. The main purpose of these financial instruments is to finance the Group's operations. The main risks arising from the Group's financial instruments are credit risk, liquidity risk and interest rate risk. A number of procedures are in place to enable these risks to be controlled. For liquidity risk these include profit/cash forecasts by business segment, quarterly management accounts and comparison against forecast. The board reviews and agrees policies for managing this risk on a regular basis. Credit risk The credit risk exposure is the carrying amount of the financial assets as shown in note 14 (with the exception of prepayments which are not financial assets) and the exposure to the cash balances. Of the amounts owed to the Group at 30 June 2025, the top 3 customers comprised 70% (2024: 41%) of total trade receivables. The Group has adopted a policy of only dealing with creditworthy counterparties and the Group uses its own trading records to rate its major customers, also the Group invoices in advance where possible. The Group's exposure and the credit ratings of its counterparties are continuously monitored and the aggregate value of transactions concluded is spread amongst approved counterparties. Having regard to the credit worthiness of the Groups significant customers the directors believe that the Group does not have any significant credit risk exposure to any single counterparty. Within revenue there are two customers which individually represent 22.4% and 10.0% of the overall revenue for the financial year, this compared to 11.8% and 9.1% in the previous financial year. An analysis of trade and other receivables: | |||
| 2025 | Weighted average loss rate | Gross carrying value | Impairment loss allowance | |||
| £'000 | £'000 | £'000 | ||||
| Performing | 0.00% | 728 | - |
| 2024 | Weighted average loss rate | Gross carrying value | Impairment loss allowance | ||||
| £'000 | £'000 | ||||||
| Performing | 0.00% | 1,007 | - | ||||
| Interest rate risk The Group finances its operations through a mixture of shareholders' funds and borrowings. The Group borrows exclusively in Sterling and principally at fixed and floating rates of interest and are disclosed at note 16. As disclosed in note 16 the Group is exposed to changes in interest rates on its borrowings with a variable element of interest. If interest rates were to increase by one percentage point the interest charge would be £23,000 higher. An equivalent decrease would be incurred if interest rates were reduced by one percentage point. Liquidity risk As stated in note 1 the Executive Chairman, G.G Watt, has pledged to provide ongoing financial support for a period of at least twelve months from the approval date of the Group statement of financial position. It is on this basis that the directors consider that neither the Group nor the Company is exposed to a significant liquidity risk. | |||||||
| Contractual maturity analysis for financial liabilities: |
| 2025 | Less than 1 year | Due between 1-2 years | Due between 2 - 5+ years | Total | ||
| £'000 | £'000 | £'000 | £'000 | |||
| Trade and other payables | 966 | - | - | 966 | ||
| Borrowings Lease liability | 3,285 116 | 3,540 25 | 42 56 | 6,867 197 | ||
| 4,367 | 3,565 | 98 | 8,030 | |||
| 2024 | Less than 1 year | Due between 1-2 years | Due between 2 - 5+ years | Total | ||||
| £'000 | £'000 | £'000 | £'000 | |||||
| Trade and other payables | 1,374 | 121 | - | 1,495 | ||||
| Borrowings Lease liability | 2,818 111 | 3,614 96 | 70 - | 6,502 207 | ||||
| 4,303 | 3,831 | 70 | 8,204 | |||||
| Financial liabilities of the Company are all due within less than three months with the exception of the intercompany balances that are due between 1 and 5 years. | ||||||||
| Fair value of financial instruments Loans and receivables are measured at amortised cost. Financial liabilities are measured at amortised cost using the effective interest method. The directors consider that the fair value of financial instruments are not materially different to their carrying values. Capital risk management The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to be able to move to a position of providing returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. The Group manages trade debtors, trade creditors and borrowings and cash as capital. The entity is meeting its objective for managing capital through continued support from G G Watt as described per note 1. |
| 2025 | 2025 | 2024 | 2024 | |||
| No. | £'000 | No. | £'000 | |||
| Authorised | ||||||
| Ordinary shares of 1p each | 40,000,000 | 400 | 40,000,000 | 400 | ||
| Allotted and fully paid | ||||||
| Brought forward | 36,312,823 | 363 | 36,312,823 | 363 | ||
| Issued during the year | - | - | - | - | ||
| Carried forward | 36,312,823 | 363 | 36,312,823 | 363 | ||
| Fully paid ordinary shares carry one vote per share and carry a right to dividends. 12,893,703 (2024: 12,893,703) share options were outstanding at the year end, comprising the 2,240,000 employee options and the 10,653,703 share options and warrants held by directors disclosed below. Share based payments have been included in the financial statements where they are material. No share-based payment expense has been recognised (2024 : nil). No deferred tax asset has been recognised in relation to share options due to the uncertainty of future available profits. The director and employee share options were issued as part of the Group's strategy on key employee remuneration, they lapse if the employee ceases to be an employee of the Group during the vesting period. |
| Employee options |
| Date options exercisable | Number of shares | Exercise price | ||||
| Between November 2019 and November 2026 Between November 2020 and November 2027 | 200,000 100,000 | 3.875p 3.75p | ||||
| Between March 2024 and March 2031 Between January 2026 and January 2033 Between December 2027 and December 2034 | 1,090,000 700,000 1,100,000 | 8.00p 14.25p 2.35p | ||||
Directors' share options
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| The Company's share price at 30 June 2025 was 1.68p. The high and low during the period under review were 8.50p and 1.01p respectively. In addition to the above, in consideration of loans made to the Company, G.G Watt has warrants over 3,703,703 ordinary shares at an exercise price of 13.5p and a further 6,000,000 ordinary shares at an exercise price of 3.0p. The weighted average contractual life of share options outstanding at the year-end is 7.03 years (2024: 6.86 years). | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Directors' loan disclosures are given in note 16. The interest payable to directors in respect of their loans during the year was: G.G Watt - £259,266 The directors are considered the key management personnel of the Company. Remuneration to directors is disclosed in note 6. |
| Included within the amounts due from and to Group undertakings were the following balances: | ||||||
| 2025 £ | 2024 £ | |||||
| Balance due from: | ||||||
| Thomson Engineering Design Limited | 78,584 | 391,898 | ||||
| Wessex Precision Engineering Limited | 8,520 | 8,520 | ||||
| Balance due to: | ||||||
| Adien Limited | 21,473 | 16,614 | ||||
| Utsi Electronics Limited | 255,306 | 256,897 | ||||
| There is no ultimate controlling party of PipeHawk plc. | |||||||
| Other related party transactions | |||||||
| 2025 £ | 2024 £ | ||||||
| Balance due to: | |||||||
| Express Travel Ltd | 80,223 | - | |||||
| No government grants were recognised during the period: |
| Group | Company | |||||
| 2025 £'000 | 2024 £'000 | 2025 £'000 | 2024 £'000 | |||
| Grant | - | 18 | - | - | ||
| - | 18 | - | - | |||
| There were no adjusting or significant non-adjusting events between 30 June 2025 and the approval of the financial statements. |
| Copies of the Report and Accounts will be posted to shareholders later today and will be available from the Company's registered office, 2a & 3 Crabtree Road, Forest Vale Industrial Estate, Cinderford, England, GL14 2YQ and from the Company's website www.pipehawk.com. |
| The Report and Accounts will include a notice that the annual general meeting will be held at the offices of Allenby Capital Limited at 5th floor, 5 St Helen's Place, London, EC3A 6AB at 11:30 am on 18 December 2025. |