REG - SDI Group PLC - Final Results
Wed 07:02
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RNS Number : 0813T SDI Group PLC 30 July 2025
SDI Group plc
("SDI", the "Company", or the "Group")
Final Results
Resilient performance within rapidly evolving economic environment
30 July 2025 - SDI Group plc, the buy and build group, focused on companies
which design and manufacture specialist lab equipment, industrial &
scientific sensors and industrial & scientific products, announces its
final audited results for the year ended 30 April 2025 ("FY25" or the
"Period").
Strategic and Operational Highlights
· Delivered a resilient performance - in line with market
expectations - within a complex and rapidly evolving global economic
environment
· Continued to implement the Group's organic and inorganic strategy
· Further investments across the Group into new product
development, commercial and operational capabilities
· Fostered greater collaboration and knowledge transfer across the
portfolio
· Strong cash generation, allowing continued investment into the
portfolio and further acquisitions
· Acquisition of InspecVision Limited ("InspecVision") and Collins
Walker Limited ("Collins Walker"), continuing track record of earnings
enhancing acquisitions
· Strong track record of revenue and adjusted operating profit*
growth - CAGR of 25.3% and 38.2%, respectively, since 2015
Financial Summary
· Revenues increased 0.5% to £66.2m* (#_ftn1) (FY24: £65.8m), with
strong contribution from acquired business, including a full year contribution
from Peak Sensors, together with contribution from InspecVision and Collins
Walker post-acquisition
· Gross margins(† ) (#_ftn2) increased to 64.9% (FY24: 63.1%)
· Adjusted operating profit* of £10.0m (FY24: £9.6m), with
reported operating profit of £6.9m (FY24: £7.3m)
· Adjusted profit before tax* of £8.5m (FY24: £8.0m), with
reported profit before tax of £5.5m (FY24: £5.7m)
· Adjusted Diluted EPS* improved to 6.18p (FY24: 5.78p)
· Strong increase in cash generated by operations to £12.9m (FY24:
£9.4m)
· Net debt (debt less cash, excluding leases) of £13.8m (FY24:
£13.2m), despite £7.3m of acquisition related spend in the period
Outlook and Post Period-end Highlights
· The Group enters FY26 with a strong order book and continued
clear strategy for growth
· Acquired Severn Thermal Solutions, a designer and manufacturer of
high temperature furnace systems and environmental chambers, on 6 June 2025
for a net consideration of £4.75m.
· Expect to deliver FY26 performance in line with current market
expectations**
Stephen Brown, Chief Executive Officer of SDI, said:
"Today's results reflect the progress made in driving the business through our
organic and inorganic growth strategy. We've delivered a resilient financial
performance against a backdrop of increased global economic uncertainty. We
are continuing to build on the strong foundations we have in place - both in
supporting continued growth of our portfolio businesses through development of
new products and technologies, and in identifying and acquiring high-quality
businesses that align with our strict investment criteria and further
strengthen the overall portfolio.
"Whilst we are cognisant of the ongoing macroeconomic uncertainty, we believe
SDI is well-positioned with a strong business model and solid long-term growth
drivers in our key markets. Furthermore, we continue to have an active
pipeline of acquisition opportunities and the financial strength to continue
to execute our inorganic strategy.
"We look forward to supporting and adding to our portfolio businesses as we
move into the future and to delivering sustainable, long-term value for all
our stakeholders."
A copy of the shareholder presentation regarding the financial results for the
year ended 30 April 2025 will be available on the Company's website
www.sdigroup (http://www.sdigroup)
.com/investors/reports-presentations/ later today.
* Before share based payments, acquisition costs, reorganisation costs, loss
on disposal of subsidiary undertakings (FY24 only) and amortisation of
acquired intangible assets.
** Analysts from our Broker, Cavendish Capital Markets Limited, and from
Progressive Equity Research regularly provide research on the Company,
accessible from our website, and the Group considers the average of their
forecasts to represent market expectations, being for FY26; Revenues of
£75.2m, Adjusted Operating Profit of £11.5m and Adjusted Profit Before Tax
of £9.8m.
(†) Materials only
Investor Presentation
Stephen Brown, Chief Executive Officer, and Ami Sharma, Chief Financial
Officer, will provide a presentation and Q&A for investors via the
Investor Meet Company platform on Wednesday, 30 July at 2.00 p.m. BST. The
Investor Meet Company presentation is open to all existing and potential
shareholders.
Investors can register for the presentation via the following link:
https://www.investormeetcompany.com/sdi-group-plc/register-investor
(https://www.investormeetcompany.com/sdi-group-plc/register-investor) .
Enquiries
SDI Group plc +44 (0)1223 727144
Stephen Brown, Chief Executive Officer www.sdigroup.com (http://www.sdigroup.com)
Amitabh Sharma, Chief Financial Officer
Cavendish Capital Markets Ltd (NOMAD & broker) +44 (0)20 7220 0500
Ed Frisby / Seamus Fricker - Corporate Finance
Andrew Burdis / Sunila de Silva - ECM
Vigo Consulting (Financial Communications) +44 (0)20 7390 0230
Tim McCall / Rozi Morris / Fiona Hetherington SDIGroup@vigoconsulting.com (mailto:SDIGroup@vigoconsulting.com)
About SDI Group plc:
SDI Group plc is a group of small to medium size companies with specialist
industrial and scientific products in growth sector niches which help solve
customers' key challenges.
It specialises in the acquisition and development of companies that design and
manufacture specialist products for use in lab equipment, industrial &
scientific sensors and industrial & scientific products.
Its portfolio of businesses supplies the life sciences, healthcare, plastics
and packaging, manufacturing, precision optics and measurement instrumentation
markets.
SDI aims to continue its growth through driving the organic growth of its
portfolio companies and by the acquisition of complementary technology
businesses with established reputations in global markets.
For more information, please see: www.SDIGroup.com (http://www.SDIGroup.com)
Audited Report and Financial Statements
The results have been extracted from the audited financial statements of the
Group for the year ended 30 April 2025. The results do not constitute
statutory accounts within the meaning of Section 434 of the Companies Act
2006. Whilst the financial information included in this announcement has been
prepared in accordance with UK adopted international accounting standards and
with those parts of the Companies Act 2006 applicable to companies reporting
under IFRS, this announcement does not itself contain sufficient information
to comply with IFRS. The Group will publish full financial statements that
comply with IFRS. The audited financial statements incorporate an unqualified
audit report. The Auditor's report on these accounts did not draw attention to
any matters by way of emphasis and did not contain statements under S498(2) or
(3) Companies Act 2006.
Statutory accounts for the year ended 30 April 2024, which incorporated an
unqualified auditor's report, have been filed with the Registrar of
Companies. The Auditor's report on these accounts did not draw attention to
any matters by way of emphasis and did not contain statements under S498(2) or
(3) Companies Act 2006.
The Group's Annual Report for the year ended 30 April 2025 will, on 18 August
2025, be available to view on the Company's
website: www.sdigroup.com/investors/reports-presentations/, and be sent to
shareholders together with a notice of AGM which will also be available on the
Company's website.
Notice of AGM
The Company's Annual General Meeting will be held at the offices of Cavendish
Capital Markets Ltd, One Bartholomew Close, London, EC1A 7BL on Wednesday, 24
September 2025 at 11.00am.
Chairman's Statement for the Year Ended 30 April 2025
A year of resilience and strategic confidence
This has been a year in which the Group has demonstrated the fundamental
strengths of its decentralised business model and its clear strategic focus.
In a complex and rapidly evolving global economic environment, SDI has
delivered a resilient performance, making excellent progress against our
long-term objectives.
This performance is a direct result of our clear strategy, the dedication of
our talented colleagues across the Group and the entrepreneurial spirit that
sits at the heart of each of our businesses. The Board is confident that we
are well positioned to deliver sustainable, long-term value for our
shareholders.
Delivering on Our Strategy
SDI's successful buy and build strategy continued with the earnings-enhancing
acquisition of InspecVision Limited in October 2024, Collins Walker Limited in
April 2025 and, subsequent to the period end, Severn Thermal Solutions
Limited. The Group's policy is to acquire small to medium-sized manufacturing
companies, operating within the science and technology sectors, with a
manufacturing bias. We target businesses in growth markets with niche,
high-quality products, strong management teams, and a proven record of
sustainable profits and cash flows.
Future acquisitions will be funded by earnings and cash flows from our
existing businesses where possible. To ensure we maintain the right level of
operating capital and funding available for acquisitions, the Board has again
decided not to pay a dividend this financial year but will keep this under
review. A small dividend was paid as part of our cash management processes to
a non-controlling interest within the Group.
The Group's strategy to drive growth continues to make good progress with
several businesses within the portfolio delivering strong performances
alongside good demand and potential for our portfolio companies' offerings.
These financial results have been driven by continuous improvement and
investment across the Group together with the benefit of recent acquisitions,
delivering Group revenue of £66.2m and adjusted operating profit of £10.0m
in the period. This profitability, combined with strong cash conversion,
allows us to reinvest for future growth.
Market Opportunity
SDI is a successful Group of UK engineering companies, bringing together
highly specialised and innovative businesses and helping them to grow, whilst
offering investors exposure to a wide range of technologies and end markets.
We are seeing a solid pipeline of interesting businesses as potential
acquisitions. Whilst we will consider overseas acquisitions where they are
value enhancing, the UK remains a fertile hunting ground and the quality of UK
innovation continues to be strong.
Board
There have been no changes to the Board in the year. We continue to have the
right skills and experience to support the business as it continues to grow.
In common with our wider team and other stakeholders, the Board is determined
that the Group plays its part in addressing climate change and plays a role in
being part of the solution. We continue to evaluate our environmental, social
and governance ('ESG') position, further details of which can be found in the
ESG section of the Annual Report.
Team
All members of the Board visit a selection of our subsidiary companies every
year. When I meet our colleagues, I am always impressed by their commitment to
the businesses they represent and the skill with which they conduct their
day-to-day work. The progress that we have made in the year would not have
been possible without their continued efforts. They are key to the long-term
success of our businesses. I would like to thank them all, on behalf of the
Board, for their contributions.
Outlook
The Board remains confident in the Group's strategy and its ability to
capitalise on the opportunities and navigate the challenges ahead. Despite
macro-economic concerns facing the manufacturing industry, the diversity of
our end markets, our strong financial position and our proven ability to
identify and integrate value-enhancing acquisitions provide a firm foundation
for future growth for SDI.
We entered the new financial year with positive momentum and are confident in
our ability to deliver further progress for all our stakeholders.
Ken Ford
Chairman
30 July 2025
Chief Executive Officer's Report for the Year Ended 30 April 2025
Overview
This year has been a period of significant achievement and strategic progress
for SDI. We have delivered a solid financial performance and made excellent
progress against our strategic objectives, resulting in a stronger foundation
for sustained, profitable growth.
Our revenue growth this year is driven by strategic, value accretive
acquisitions. The Group targets businesses with strong reputations that design
and manufacture niche products and technology, operating in growth markets.
We were delighted to complete two acquisitions in FY25, welcoming high-quality
businesses into the Group, enhancing our capabilities and expanding our market
reach. InspecVision Limited ('InspecVision') and Collins Walker Limited
('Collins Walker') joined SDI in October 2024 and April 2025, respectively.
Post-period end we also successfully completed the acquisition of Severn
Thermal Solutions Limited ('Severn').
Our organic growth strategy is focused on driving operational excellence
amongst our portfolio companies and leveraging the benefits of being part of
the Group to accelerate their growth. We have successfully established a
Group-level marketing function, promoting from within the Group to support the
portfolio, and have been proactively supporting R&D and innovative new
product launches, in addition to improving knowledge sharing across the
portfolio leadership.
SDI's decentralised and entrepreneurial business model has once again
demonstrated its remarkable resilience, thriving amidst a complex and unstable
global economic landscape. I am proud to report on a year of dedicated effort
from our talented teams across the Group, which has positioned us to
capitalise on the significant opportunities that lie ahead.
Financial Performance
Our financial results for the year reflect the underlying strength of our
business model, with a robust performance in both revenue and profitability.
Impressive cash generation in the period also allowed us to continue to invest
in our organic growth initiatives and maintain a healthy pipeline of
acquisition candidates.
Revenues increased 0.5% to £66.2m (FY24: £65.8m), with new the acquisitions,
InspecVision and Collins Walker, contributing £1.6m in the year,
demonstrating the success of our strategy of acquiring businesses with strong
niche positions, intellectual property and international reach.
Adjusted operating profit increased to £10.0m (FY24: £9.6m), with gross
margins (excluding labour costs) improving to 64.9% (FY24: 63.1%), reflecting
the Group's ability to manage costs effectively and navigate market headwinds.
A key highlight of the year has been our strong cash generated from
operations, which increased to £12.9m (FY24: £9.4m). This financial
discipline provides us with the flexibility to pursue our strategic ambitions,
including our active acquisition pipeline.
At 30 April 2025, the Group had net debt of £13.8m (excluding lease
liabilities and deferred consideration) and £9.9m of undrawn bank facility
(excluding the £5.0m accordion option) and a further £0.6m of deferred
consideration payable relating to previous acquisitions.
Operational Review
Our portfolio businesses are grouped into three divisions: Industrial &
Scientific Products ('Products'), Industrial & Scientific Sensors
('Sensors'), and Laboratory Equipment ('Laboratory').
Industrial & Scientific Products
Fraser Anti-Static Techniques ('FAST'), Atik Cameras ('Atik'), Applied Thermal
Control ('ATC'), Graticules Optics, Scientific Vacuum Systems ('SVS'),
InspecVision and Collins Walker
Revenues in the Products division increased 9.9% to £25.1m (FY24: £22.9m).
Following the refocusing of Atik's strategy and the consolidation of all its
activities to its site in Portugal, the business has performed very strongly,
particularly in the professional astronomy market. We expect to see this
momentum continue into FY26.
Atik also expanded its product range during the period, including the launch
of the APX Series, its most advanced CMOS camera range to date, and suitable
for a range of demanding applications including microscopy, neutron imaging,
luminescence and astrophotography. Robust cooling technology and no amp glow
also make these cameras ideal for very long exposures.
Graticules Optics increased its market share and delivered a record
performance in FY25. FAST saw an uptick in organic growth, as a result of a
focus on strengthening product awareness across its end markets together with
benefitting from an improvement in geographic market conditions.
Industrial & Scientific Sensors
MPB Industries ('MPB'), Sentek, Peak Sensors, Chell Instruments ('Chell') and
Astles Control Systems
The Sensors division increased revenues by 5.5% to £17.0m (FY24: £16.1m),
with notable performances from MPB, Chell and Sentek.
Sentek designs bespoke electrochemical sensors for water-based applications
across a diverse range of markets. It has seen strong demand for its products
from new customers and significant repeat orders from its existing customer
base.
Chell continues to expand its innovative product range, launching the 2416
industrial pressure scanner in March 2025, providing 16 points of measurement
for high accuracy and unparalleled performance. This was followed by the April
2025 launch of the Q-DAQ pressure scanner, which ensures low uncertainty
measurements and durability for the harshest of environments.
Laboratory Equipment
Monmouth Scientific ('Monmouth'), Safelab Systems ('Safelab'), Synoptics, LTE
Scientific ('LTE') and Severn Thermal Solutions
Our Laboratory division revenues decreased 10.5% to £24.0m (FY24: £26.8m).
While the first half of the year presented challenges in the life sciences and
biomedical markets, the division demonstrated a recovery in the second half.
Safelab performed exceptionally well in the period, increasing its market
share through excellent contract momentum. Monmouth finished the year on a
high, securing its largest ever clean room contract in the period, totalling
in excess of £0.6m. The business is well positioned to capitalise on further
opportunities in FY26.
New product development remains a cornerstone of our business model. Both LTE
and Synoptics delivered new products to market, with LTE launching the
sustainability-focused Labclave-L Series of autoclaves, and Synoptics
launching the G:Box mini XRQ, a compact imaging system for smaller
laboratories keen to maintain high level performance.
Delivering Growth
SDI Group's growth strategy is clear and consistent: to create compounded
shareholder value through a combination of organic growth and disciplined,
earnings-enhancing acquisitions. Our decentralised model empowers our
individual businesses to innovate and respond nimbly to their specific market
dynamics, while the Group provides strategic oversight, financial strength and
a collaborative environment that fosters the sharing of best practices.
Our acquisition criteria remain clear. We seek profitable, cash generative
manufacturing businesses, within a scientific niche and with strong management
teams, trading in multiple sectors and geographies.
The integration of new companies is a core competency and we have a proven
ability to unlock further potential in our acquired businesses, helping them
to flourish within the SDI Group structure.
Organic Growth
SDI has been working with the individual portfolio businesses to help them
expand their reach into existing markets and capitalise on new opportunities.
A prime example of this is the work the Group has done with Atik. Following
the implementation of an improvement plan involving the consolidation of
operations into its Portugal site, Atik has substantially exceeded internal
expectations, delivering significant growth in FY25. We have also fostered
greater collaboration across the portfolio, as demonstrated by Safelab and
Monmouth collaborating on a successful tender for a large contract. In October
2024, six businesses came together to present at UK Lab Innovations, the UK's
leading laboratory industry show, with the prominent combined stand driving
awareness across fellow exhibitors and prospective customers alike.
We continue to drive other initiatives such as establishing a Group-level
marketing function, promoting from within the Group to support the portfolio,
organising knowledge sharing events for our leadership teams, white labelling
products across businesses and sharing successful strategies for geographic
market entry.
Inorganic Growth
During the year, we continued to deliver on our stated strategy of acquiring
businesses developing and manufacturing niche products for a global market
audience. We were delighted to welcome InspecVision and Collins Walker to the
Group during FY25.
In October 2024, we acquired InspecVision for a net consideration of £6.1m.
Established in 2003, InspecVision employs 14 people and is based in a 20,400
sq. ft. site in Newtonabbey, Northern Ireland. It provides precision
measurement machinery for smart manufacturing, automated inspection and
reverse engineering, bringing the Group exposure to the high value metrology
market and a global, blue chip customer base, which includes the
US. Performance since acquisition has met our expectations, including the
receipt of its first significant order for its new GAV AI and ML product in
the period. In May 2025, the business also received the prestigious King's
Award for Enterprise in International Trade. This is the second time the
business has received that award, a testament to InspecVision's strength and
quality.
In April 2025, Collins Walker, a designer and manufacturer of electric
boilers, was acquired for a net consideration of £1.9m. Established in 1972,
it employs four people and is based in Bedford within an 8,000 sq. ft. site.
This acquisition has provided SDI with a strategic entry into the highly
regulatory driven electric boiler sector, which is experiencing significant
growth due to net zero regulations. Post-acquisition, Collins Walker has been
integrated as a bolt-in, providing the platform to drive growth across the
combined businesses through expanded manufacturing capacity, strengthened
sales capabilities and improved operational efficiencies. We see additional
synergies and value-add opportunities with LTE, which utilises electric
boilers in its autoclave product line.
Post-period end, we announced the acquisition of Severn Thermal Solutions
('Severn'), a designer and manufacturer of high temperature furnace systems
and environmental chambers for advanced material processing and testing, for a
net consideration of £4.8m. Established in 2006 and based in Dursley, Severn
employs 11 people at its 4,500 sq. ft. site. With a blue-chip customer base
and strong international revenues, Severn offers cross-sell opportunities
across the Group.
We are constantly evaluating potential acquisitions, and are confident in our
continued pipeline of opportunities, which will only serve to further
strengthen the Group and drive SDI's growth profile.
People
The success of SDI Group is a direct result of the dedication, expertise and
entrepreneurial spirit of our people. Our decentralised culture fosters a
sense of ownership and accountability at every level of the organisation. I
want to extend my sincere gratitude to all our colleagues for their hard work
and commitment throughout the year. It is their contributions that drive our
innovation and are fundamental to delivering value to our customers and
shareholders.
Outlook
The performance we have achieved in FY25 has been driven by continuous
improvement and investment across the Group and delivering inorganic growth
through the acquisition of high-quality businesses.
Looking forward, our strategy remains consistent. We continue to identify
catalysts for growth across the Group, invest in the development of new
products and technologies and proactively seek out companies that complement
our portfolio and meet our strict investment criteria.
We enter the new financial year with momentum, a strong order book and a clear
strategy for growth. While we remain mindful of the ongoing economic
uncertainties, we have confidence in the resilience of our business model and
the long-term growth drivers in our key markets. We have a robust pipeline of
acquisition opportunities and the financial capacity to execute on our plans,
and we expect to deliver financial performance for FY26 in line with current
market expectations.
The Board and I are excited about the future of SDI Group. We are confident
that by continuing to execute our strategy, we will deliver sustainable,
long-term value for all our stakeholders.
Stephen Brown
Chief Executive Officer
30 July 2025
Chief Financial Officer's Report for the year ended 30 April 2025
The financial strength to support investment in sustainable growth
Revenue and Profits
SDI Group revenues increased by 0.5% to £66.2m in FY25 (FY24: £65.8m). Peak
Sensors, acquired in the middle of FY24, together with the new acquisitions
made in FY25, InspecVision and Collins Walker, contributed inorganic revenues
of £2.8m (4.3%). Uniform Engineering, which was sold in February 2024, and
Synoptics Inc., which transferred to its UK business in May 2024, together
comprised £1.3m (1.9%) in revenue in FY24. Excluding these from the
comparatives, organic revenues declined 1.6% on a constant currency basis,
1.8% (£1.2m) in absolute terms. Positively, the second half of FY25 saw
organic growth.
Gross profit (on materials only) increased to £42.9m (FY24: £41.6m) whilst
gross margins improved to 64.9% (FY24: 63.1%). On a like-for-like basis
(including prior year acquisitions from the anniversary of the acquisition),
gross margins increased to 65.5%, a very strong result. Inflation caused our
operating overheads to increase by 3.0% on a like-for-like basis.
We saw a pleasing 4.2% improvement in adjusted operating profit to £10.0m
(FY24: £9.6m) being operating profit before share-based payments, acquisition
costs, reorganisation costs, loss on disposal of subsidiary undertaking (FY24
only) and amortisation of acquired intangible assets. Net adjusted operating
margins improved to 15.0% from 14.5% in FY24.
Looking at divisional performance, on a reported basis, the Industrial &
Scientific Products ('Products') division grew by 9.9% to £25.1m (FY24:
£22.9m), with momentum increasing over the second half of the year.
InspecVision and Collins Walker joined the Products division in October 2024
and April 2025 respectively. Adjusting for their contribution, organic growth
was 2.8%. Graticules experienced significant growth in demand for its
reticules and TEM grid products. Atik Cameras performed very strongly with
excellent order intake and profit growth, after a full period of trading with
its largest OEM customer and growth in the professional astronomy market.
Fraser Anti-Static Techniques saw a recovery in its markets whilst Applied
Thermal Controls ('ATC') saw a chiller market slow-down largely due to
regulatory changes relating to refrigerant gases. These regulatory pressures
are expected to reduce over the second half of FY26.
The Industrial & Scientific Sensors ('Sensors') division saw sales
increase by 5.5% to £17.0m (FY24: £16.1m). This included a full period of
sales for Peak Sensors, acquired in November 2023. Adjusting for this, Sensors
saw an organic decline of 1.6%, due to a return to a normalised ordering
pattern for Astles Control System's chemical dosing systems. Other businesses
within this division had strong trading periods: Chell Instruments had a very
good second half for its DAQ range of products; and MPB Industries saw growth
in the flowmeter market. Peak Sensors successfully focused on improving its
operating margins. Sentek traded in line with expectations.
The Laboratory Equipment division showed an organic decline of 5.8% compared
to FY24, primarily due to challenging conditions in the life sciences and
biomedical markets in the first half of the year. The entities that were
closed or disposed of in FY24 (as noted above) were in this division.
Improving markets in the second half of FY25 led to a broadly flat performance
compared to H2 FY24 (down 0.6%). Safelab Systems had a record year for sales
and profit, as it delivered a large contract over H2 FY25 and Monmouth
Scientific delivered a much-improved performance in the second half of the
year. LTE Scientific saw reduced environmental test chamber revenues and a
slower NHS market. Operational gearing meant segment margins reduced from
12.1% to 11.3% in FY25.
2025 2024
Total
Total
£'000
£'000
Revenue
Industrial & Scientific Products 25,135 22,866
Industrial & Scientific Sensors 17,035 16,145
Laboratory Equipment 24,007 26,835
Group 66,177 65,846
Adjusted operating profit
Industrial & Scientific Products 4,950 3,853
Industrial & Scientific Sensors 4,493 4,319
Laboratory Equipment 2,703 3,237
Central costs (2,189) (1,832)
Group 9,957 9,577
Reported operating profit decreased to £6.9m (FY24: £7.3m) due to higher
acquisition costs from two aborted acquisitions and an increase in the
amortisation of intangible assets due to new acquisitions in the period.
Re-organisation Costs
During the period, the Group incurred £0.4m (FY24: £0.3m) in one-off costs
relating to the closure of Synoptics Inc. in the US and the consolidation of
Atik Cameras to a single site in Portugal.
Divestment of Subsidiary Undertaking
The comparatives include the divestment of Uniform Engineering in FY24 which
resulted in a loss of £0.2m.
Intangible Assets (excluding R&D)
Intangible assets increased by £6.0m from £42.0m to £48.0m at the end of
FY25. Gross intangible assets (excluding R&D) grew by £7.3m as a result
of the two acquisitions in the year: InspecVision (£5.6m) and Collins Walker
(£1.7m). Amortisation of £1.7m was charged in the period (FY24: £1.6m)
against customer relationships, trade names and other intangible assets. The
£7.3m in increased intangible cost was split as follows: £5.2m goodwill,
£0.6m customer relationships and £1.5m other intangible assets.
Investment in R&D
Under IFRS we are required to capitalise certain development expenditure, and
in the year ended 30 April 2025, £0.6m (FY24: £0.8m) of cost was
capitalised. Much of the work of our R&D teams does not qualify for
capitalisation and is charged directly to expense. Amortisation for 2025 was
£0.3m (FY24: £0.4m). The carrying value of the capitalised development at 30
April 2025 was £1.5m (FY24: £1.2m) to be amortised over three years.
Interest Payable
Interest charges for the year reduced to £1.5m (FY24: £1.6m). This reduction
was due to the lower levels of debt through the year as well as reducing base
rates.
Taxation
The taxation charge for the year was £1.4m (FY24: £1.4m) representing an
effective tax rate of 26.1% compared to 24.9% in FY24. The effective tax rate
on adjusted PBT reduced slightly to 22.7% (FY24: 23.5%). The Group continues
to benefit from R&D tax credits.
Earnings per Share
Adjusted diluted EPS, an alternative performance measure which excludes
certain non-cash and non-recurring expenses, was 6.18p (FY24: 5.78p), an
increase of 6.9%. The diluted earnings per share for the Group decreased to
3.81p (FY24: 4.04p).
Cash Flow and Working Capital
Cash generated from operations was strong, increasing from £9.4m in FY24 to
£12.9m in FY25. This was due to a £1.3m reduction in working capital in
FY25, compared to a £2.0m increase the previous financial year. Inventories
remained broadly flat, but trade debtors and creditors saw inflows, the former
due to a significant effort to reduce overdue debtors and the latter due to a
£0.6m increase in customer advances, with the largest advance being received
at Atik Cameras.
Taxes paid increased slightly to £2.1m (FY24: £1.9m).
Our investment in fixed assets (excluding for acquisitions) increased to
£1.2m (FY24: £1.0m), remaining at circa 2% of revenues.
Acquisition of new businesses remains our largest cash outlay, with £7.3m
deployed on a cash-free basis (FY24: £2.4m). Of this, £5.6m related to
InspecVision and £1.7m to Collins Walker. Deferred consideration of £0.6m
(FY24: £nil) was outstanding at the end of FY25, relating to the acquisitions
of Collins Walker (£0.1m) and InspecVision (£0.5m).
Funding
The Group acquired two businesses over the period, funded through additional
debt.
Net debt (excluding lease liabilities and deferred consideration), or bank
debt less cash, was £13.8m at the end of the year, slightly higher than the
beginning of the period (£13.2m). This represents a net debt: EBITDA ratio of
c1.1x, which is well within the ceiling provided by our bank facility. In
April 2024, HSBC approved an extension of the repayment date by one year to
November 2026. At the end of the financial year the Group had drawn down
£15.1m of its revolving credit facility (FY24: £14.6m), leaving £9.9m in
headroom excluding an additional £5.0m accordion option, which is available
subject to HSBC's discretion.
The Group has an unstretched balance sheet and has sufficient access to funds,
alongside its steady cash flow, to acquire new companies and invest in its
current portfolio of businesses.
Post-Balance Sheet Event
On 6 June 2025, SDI acquired Severn Thermal Solutions Limited for a net
consideration of £4.8m. This was funded through additional debt.
Amitabh Sharma
Chief Financial Officer
30 July 2025
Key Performance Indicators
A range of financial key performance indicators are monitored for each
business and for the Group monthly against budget and over time by the Board
and by management, including order pipeline, revenue, gross profit (on
materials only), costs, adjusted operating profit and free cashflow.
In support of our acquisition strategy as outlined above, we monitor our
acquisition pipeline, including any prospects that fail to progress.
Post-acquisition, the Board discusses integration progress and monitors
financial performance against our initial plans. Over a longer period, we
monitor the return on total invested capital of all of our businesses.
Additionally, the Board reserves specific agenda items for discussion of
environment, social and governance matters, health and safety and other
employee welfare-related issues.
Consolidated income statement and statement of comprehensive income
for the year ended 30 April 2025
Note 2025 2024
£'000 £'000
Revenue 4 66,177 65,846
Other income 577 104
Operating costs 5 (59,822) (58,660)
Operating profit 6,932 7,290
Net financing expenses (1,470) (1,627)
Profit before tax 5,462 5,663
Income tax 6 (1,424) (1,409)
Profit for the year 4,038 4,254
Attributable to:
Equity holders of the parent company 3,984 4,231
Non-controlling interest 54 23
Profit for the year 4,038 4,254
Statement of Comprehensive Income 2025 2024
£'000 £'000
Profit for the year 4,038 4,254
Other comprehensive income
Items that will not be reclassified subsequently to profit and loss:
Remeasurement of net defined benefit liability - -
Items that will be reclassified subsequently to profit and loss:
Exchange differences on translating foreign operations (141) (38)
Total comprehensive income for the year 3,897 4,216
Attributable to:
Equity holders of the parent company 3,843 4,193
Non-controlling interest 54 23
Total comprehensive income for the year 3,897 4,216
Earnings per share Note 2025 2024
£'000 £'000
Basic earnings per share 10 3.86p 4.09p
Diluted earnings per share 10 3.81p 4.04p
Consolidated balance sheet
As at 30 April 2025
30 April 2025 30 April 2024
Company registration number: 06385396 Note £'000 £'000
Non-current assets
Intangible assets 11 48,027 42,040
Property, plant and equipment 8,151 8,219
Right-of-use leased assets 6,243 6,488
Deferred tax asset 86 144
62,507 56,891
Current assets
Inventories 11,079 10,577
Trade and other receivables 13,116 12,677
Corporation tax asset 216 87
Cash and cash equivalents 1,313 1,430
25,724 24,771
Total assets 88,231 81,662
Non-current liabilities
Borrowings 9 (21,070) (20,636)
Provisions (281) (245)
Deferred tax liability (4,900) (4,841)
(26,251) (25,722)
Current liabilities
Trade and other payables (11,331) (9,647)
Provisions (68) (22)
Borrowings 9 (906) (841)
(12,305) (10,510)
Total liabilities (38,556) (36,232)
Net assets 49,675 45,430
Equity
Share capital 1,046 1,046
Merger reserve 2,606 2,606
Merger relief reserve 424 424
Share premium account 10,858 10,858
Share-based payment reserve 902 764
Foreign exchange reserve 2 143
Retained earnings 33,803 29,575
Total equity due to shareholders 49,641 45,416
Non-controlling interest 34 14
Total equity 49,675 45,430
Consolidated statement of cashflows
For the year ended 30 April 2025
Note 2025 2024
£'000 £'000
Operating activities
Profit after tax 4,038 4,254
Depreciation and amortisation on right-of-use assets 2,133 2,021
Amortisation on intangible assets 11 2,038 1,963
Finance costs 1,470 1,627
Impairment of intangible assets 11 31 -
Increase/(decrease) in provisions 82 (15)
Taxation in the income statement 6 1,424 1,409
Employee share-based payments 338 128
Operating cash flows before movement in working capital 11,554 11,387
Decrease in inventories 156 3,343
Decrease/(increase) in trade and other receivables 430 (92)
Increase/(decrease) in trade and other payables 719 (5,252)
Cash generated from operations 12,859 9,386
Interest paid (1,470) (1,627)
Income taxes paid (2,091) (1,925)
Net cash generated from operating activities 9,298 5,834
Investing activities
Capital expenditure on fixed assets (1,238) (966)
Sale of property, plant and equipment 187 144
Expenditure on development and other intangibles (641) (820)
Proceeds from loan receivable settlement 750 -
Payment of deferred consideration - (961)
Acquisition of subsidiaries, net of cash 12 (8,090) (2,386)
Net cash used in investing activities (9,032) (4,989)
Financing activities
Finance leases repayments (706) (796)
Dividends paid to non-controlling interests in subsidiaries (34) (41)
Proceeds from bank borrowing 9 8,895 3,700
Repayment of borrowings 9 (8,360) (5,100)
Issues of shares and proceeds from option exercise - 85
Net cash used in financing activities (205) (2,152)
Net changes in cash and cash equivalents 61 (1,307)
Cash and cash equivalents, beginning of year 1,430 2,711
Foreign currency movements on cash balances (178) 26
Cash and cash equivalents, end of year 1,313 1,430
Consolidated statement of changes in equity
As at 30 April 2025
Share capital Merger reserve Merger relief reserve Foreign exchange Share premium Share-based payment reserve Retained earnings Total equity due to shareholders Non-controlling interest Total equity
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
At 30 April 2024 1,046 2,606 424 143 10,858 764 29,575 45,416 14 45,430
Shares issued - - - - - - - - - -
Tax in respect of share options - - - - - - 44 44 - 44
Share-based payment transfer - - - - - (200) 200 - - -
Share-based payment charge - - - - - 338 - 338 - 338
Dividends paid - - - - - - - - (34) (34)
Transactions with owners - - - - - 138 244 382 (34) 348
Profit for the year - - - - - - 3,984 3,984 54 4,038
Other comprehensive income for the year:
Foreign exchange on consolidation of subsidiaries
- - - (141) - - - (141) - (141)
Total comprehensive income for the period - - - (141) - - 3,984 3,843 54 3,897
At 30 April 2025 1,046 2,606 424 2 10,858 902 33,803 49,641 34 49,675
Consolidated statement of changes in equity
As at 30 April 2024
Share capital Merger reserve Merger relief reserve Foreign exchange Share premium Share-based payment reserve Retained earnings Total equity due to shareholders Non-controlling interest Total equity
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
At 30 April 2023 1,041 2,606 424 181 10,778 557 25,673 41,260 32 41,292
Shares issued 5 - - - 80 - - 85 - 85
Tax in respect of share options - - - - - - (249) (249) - (249)
Share-based payment transfer - - - - - 80 (80) - - -
Share-based payment charge - - - - - 127 - 127 - 127
Dividends paid - - - - - - - - (41) (41)
Transactions with owners 5 - - - 80 207 (329) (37) (41) (78)
Profit for the year - - - - - - 4,231 4,231 23 4,254
Other comprehensive income for the year:
Foreign exchange on consolidation of subsidiaries
- - - (38) - - - (38) - (38)
Total comprehensive income for the period - - - (38) - - 4,231 4,193 23 4,216
At 30 April 2024 1,046 2,606 424 143 10,858 764 29,575 45,416 14 45,430
Notes to the financial information for the year ended April 2025
1. GENERAL INFORMATION
SDI Group PLC is a public company incorporated in England and Wales under the
Companies Act 2006. The registered office is at Beacon House, Nuffield Road,
Cambridge, Cambs, CB4 1TF.
The summary accounts set out above do not constitute statutory accounts as
defined by Section 434 of the UK Companies Act 2006. The summarised
consolidated income statement and other comprehensive income summarised, the
consolidated balance sheet at 30 April 2025, the summarised consolidated cash
flow statement and the summarised consolidated statement of changes in equity
for the year then ended have been extracted from the Group's 2025 statutory
financial statements upon which the auditor's opinion is unqualified and did
not contain a statement under either sections 498(2) or 498(3) of the
Companies Act 2006. The audit report for the year ended 30 April 2024 did not
contain statements under sections 498(2) or 498(3) of the Companies Act 2006.
The statutory financial statements for the year ended 30 April 2024 have been
delivered to the Registrar of Companies. The 30 April 2025 accounts were
approved by the directors on 30 July 2025 but have not yet been delivered to
the Registrar of Companies.
2 Significant Accounting policies
Basis of accounting
The summary accounts are based on the consolidated financial statements that
have been prepared in accordance with UK-adopted international accounting
standards and with the requirements of the Companies Act 2006 as applicable to
companies reporting under those standards.
They have been prepared under the assumption that the Group operates on a
going concern basis and on the historical cost basis. Historical cost is
generally based on the fair value of the consideration given in exchange for
goods and services.
Going concern
The Group ended FY25 with net debt (excluding lease liabilities and deferred
consideration) of £13.8m, only 5% up on the last year end (£13.2m), despite
spending £7.3m on two acquisitions during the period. The Group generated
free cash flow (before acquisition consideration but after lease payments) of
£6.9m, which was significantly higher than FY24 (£3.4m). Free cash flow
improved due to a working capital reduction of £1.3m largely driven by
efforts to reduce overdue debtors and a £0.6m increase in customer advances,
the largest being received at Atik Cameras. Inventories were broadly flat. On
30 November 2022, the Group reached agreement with HSBC to exercise £5m of an
available £10m accordion option, which increased the committed loan facility
from £20m to £25m. £15.1m was drawn down under this facility at the year
end (note 9). In April 2024, HSBC approved an extension of the repayment date
by one year to November 2026. This provides the Group with greater certainty
over long-term liquidity.
The Board has considered the potential of a downturn given the current
economic environment. The Group is in a strong financial position with
available facilities, sufficient headroom on all covenants associated with the
revolving credit facility, good profitability, and a strong future order book,
enabling it to face any reasonable likely challenge of the continued uncertain
global economic environment. The Board has reviewed forecasts for the period
to 30 April 2027, evaluated a severe but plausible downside scenario and
performed a sensitivity analysis, all of which the Board considers unlikely.
In the event of a more severe scenario (without applying any mitigations),
both covenants would come under some (but not severe) stress. However,
mitigations would be obviously applied should this unlikely scenario present
itself, such as (but not restricted to) further cost cutting, sale and
leaseback of freehold property and potential disposal of assets. This would
not cause any significant challenges to the Group's continued existence.
The Board therefore has a reasonable expectation that the Group has adequate
resources to continue in operational existence for the foreseeable future and
therefore continues to adopt the going concern basis in preparing the Annual
Report and Accounts.
3 ALTERNATIVE PERFORMANCE MEASURES
The Group uses gross profit (on materials only), adjusted operating profit,
adjusted profit before tax, adjusted diluted EPS and net operating assets as
supplemental measures of the Group's profitability and investment in
business-related assets, in addition to measures defined under IFRS. The Group
considers these useful due to the exclusion of specific items that are
considered to hinder comparison of underlying profitability and investments of
the Group's segments and businesses and is aware that shareholders use these
measures to evaluate performance over time. The adjusting items for the
alternative measures of profit are either recurring but non-cash charges
(share-based payments and amortisation of acquired intangible assets) or
exceptional items (reorganisation costs and acquisition costs). Some items,
e.g. impairment of intangibles, are both non-cash and exceptional.
APM Description
Gross profit (on materials only) Gross profit excluding any labour costs
Adjusted operating profit Reported profit excluding any recurring but non-cash charges or exceptional
items
Adjusted profit before tax
Adjusted diluted EPS Total net income divided by the weighted average number of shares outstanding
and dilutive shares
Net operating assets The total of all assets directly linked to the main operations minus all
operational liabilities
The following table is included to define the term gross profit (on materials
only):
2025 2024
£'000 £'000
Revenue 66,177 65,846
Cost of purchases (23,251) (24,297)
Gross profit (on materials only) 42,926 41,549
Gross margin (on materials only) 64.9% 63.1%
The following table is included to define the term adjusted operating profit:
2025 2024
£'000 £'000
Operating profit (as reported) 6,932 7,290
Adjusting items (all costs):
Non-underlying items
Share-based payments 338 128
Amortisation of acquired intangible assets 1,725 1,558
Exceptional items
Reorganisation costs 398 447
Acquisition costs 564 155
Total adjusting items 3,025 2,288
Adjusted operating profit 9,957 9,578
Adjusted profit before tax is defined as follows:
2025 2024
£'000 £'000
Profit before tax (as reported) 5,462 5,663
Adjusting items (all costs):
Non-underlying items
Share-based payments 338 128
Amortisation of acquired intangible assets 1,725 1,558
Exceptional items
Reorganisation costs 398 447
Acquisition costs 564 155
Total adjusting items 3,025 2,288
Adjusted profit before tax 8,487 7,951
Adjusted diluted EPS is defined as follows:
2025 2024
£'000 £'000
Profit for the year 4,038 4,254
Adjusting items (all costs):
Non-underlying items
Share-based payments 338 128
Amortisation of acquired intangible assets 1,725 1,558
Exceptional items
Reorganisation costs 398 447
Acquisition costs 564 155
Total adjusting items 3,025 2,288
Less taxation on adjusting items calculated at the UK statutory rate (503) (462)
Adjusted profit for the year 6,560 6,080
Divided by diluted weighted average number of shares in issue 106,097,371 105,253,543
(note 10)
Adjusted diluted EPS 6.18p 5.78p
The following table is included to define the term net operating assets:
2025 2024
£'000 £'000
Net assets 49,675 45,430
Deferred tax asset (86) (144)
Corporation tax asset (216) (87)
Cash and cash equivalents (1,313) (1,430)
Borrowings and lease liabilities (current and non-current) 21,571 21,477
Deferred and contingent consideration 645 -
Deferred tax liability 4,900 4,841
Total adjusting items within net assets 25,501 24,657
Net operating assets 75,176 70,087
4 SEGMENT ANALYSIS
We re-segmented our businesses from the start of the financial year, as
follows:
· Laboratory Equipment, comprising Safelab Systems, Monmouth
Scientific, LTE Scientific and Synoptics;
· Industrial & Scientific Sensors, comprising Chell Instruments,
Astles Control Systems, Sentek, MPB Industries and Peak Sensors; and
· Industrial & Scientific Products, comprising Atik Cameras,
Fraser Anti-Static Techniques, Applied Thermal Control, Graticules Optics,
Scientific Vacuum Systems, InspecVision and Collins Walker.
The Board of directors reviews operational results of these segments on a
monthly basis and decides on resource allocations to the segments and is
considered the Group's chief operating decision maker.
Restated 2024
2025 Total
Total £'000
£'000
Revenues
Industrial & Scientific Products 25,135 22,866
Industrial & Scientific Sensors 17,035 16,145
Laboratory Equipment 24,007 26,835
Group 66,177 65,846
Adjusted operating profit
Industrial & Scientific Products 4,950 3,986
Industrial & Scientific Sensors 4,493 4,319
Laboratory Equipment 2,703 3,103
Central costs (2,189) (1,830)
Group 9,957 9,578
Amortisation of acquired intangible assets
Industrial & Scientific Products (759) (656)
Industrial & Scientific Sensors (582) (514)
Laboratory Equipment (384) (388)
Group (1,725) (1,558)
Analysis of amortisation of acquired intangible assets has been included
separately as the Group considers it to be an important component of profit
which is directly attributable to the reported segments.
The central costs category includes costs which cannot be allocated to the
other segments and consists principally of Group head office costs.
Restated 2024
2025 Total
Total £'000
£'000
Operating assets excluding acquired intangible assets
Industrial & Scientific Products 13,193 11,886
Industrial & Scientific Sensors 6,723 6,630
Laboratory Equipment 18,595 19,783
Central costs 1,132 827
Group 39,643 39,126
Acquired intangible assets
Industrial & Scientific Products 25,830 19,225
Industrial & Scientific Sensors 12,444 13,000
Laboratory Equipment 8,294 8,654
Group 46,568 40,879
Operating liabilities
Industrial & Scientific Products (3,442) (2,074)
Industrial & Scientific Sensors (2,466) (2,339)
Laboratory Equipment (4,625) (4,610)
Central costs (502) (895)
Group (11,035) (9,918)
Net operating assets
Industrial & Scientific Products 35,581 29,037
Industrial & Scientific Sensors 16,701 17,291
Laboratory Equipment 22,264 23,827
Central costs 630 (68)
Group 75,176 70,087
Depreciation and amortisation of right-of-use assets
Industrial & Scientific Products 718 573
Industrial & Scientific Sensors 453 406
Laboratory Equipment 962 1,036
Central costs - 7
Group 2,133 2,022
The geographical analysis of revenue by destination, analysis of revenue by
product or service, and non-current assets by location are set out below:
2025 2024
Revenue by destination of external customer £'000 £'000
United Kingdom (country of domicile) 34,791 36,809
Europe 12,749 12,127
USA 6,591 5,926
Americas (excl. USA) 1,441 2,416
Asia 9,165 6,976
Rest of World 1,440 1,592
66,177 65,846
2025 2024
Revenue by product or service £'000 £'000
Instruments and spare parts 59,823 61,046
Services 6,354 4,800
66,177 65,846
There was no customer with more than 10% of the revenue in either period.
2025 2024
Analysis of revenue by performance obligation £'000 £'000
Sale of goods, recognised at a point in time 57,483 56,534
Sale of services, recognised over time 6,354 4,801
Sale of goods, recognised over time 2,340 4,511
66,177 65,846
2025 2024
Non-current assets by location £'000 £'000
United Kingdom 61,517 56,432
Portugal 897 581
USA 90 220
China 3 -
62,507 57,233
5 Operating costs
2025 2024
£'000 £'000
Raw materials and consumables 23,251 24,297
Staff costs 24,574 23,184
Other administrative expenses 11,997 11,179
59,822 58,660
6 TaxATION
2025 2024
£'000 £'000
Current tax charge
Current year 1,708 1,703
Adjustments in respect to prior periods 146 25
Deferred tax charge
Origination and reversal of temporary differences (417) (234)
Adjustments in respect to prior periods (13) (85)
Total tax charge 1,424 1,409
2025 2024
Reconciliation of effective tax rate £'000 £'000
Profit on ordinary activities before tax 5,462 5,663
Profit on ordinary activities multiplied by standard rate of 1,366 1,416
corporation tax in the UK of 25% (2024: 25%)
Effects of:
Expenses not deductible (73) 204
R&D expenditure credits (13) (258)
Adjustments to tax charge in respect of previous periods - current tax
146 25
Adjustments to tax charge in respect of previous periods - deferred tax
(13) (85)
Foreign tax credits - 15
Movement in tax not recognised - 120
Difference in overseas tax rate 11 (28)
1,424 1,409
The Group takes advantage of the enhanced tax deductions for research and
development expenditure in the UK and expects to continue to be able to do
so.
The UK Finance Act 2021 which was substantively enacted on 24 May 2021
included provisions to increase the corporation tax rate to 25% effective from
1 April 2023.
7 TRADE AND OTHER Receivables
2025 2024
£'000 £'000
Trade receivables 10,735 10,571
Other receivables 370 325
Prepayments and accrued income 2,011 1,781
13,116 12,677
All amounts are short term. All of the receivables have been reviewed for
potential credit losses and expected credit loss has been estimated.
8 Trade and other payables
2025 2024
£'000 £'000
Trade payables 3,981 3,567
Social security and other taxes 1,442 1,250
Deferred consideration 645 -
Other payables 635 431
Accruals, deferred income and contract liabilities 4,628 4,399
11,331 9,647
Accruals and deferred income includes an amount of £2,638k (FY24: £2,085k)
in respect of contract liabilities for revenues relating to performance
obligations expected to be satisfied within the next 12 months. The contract
liabilities balance has increased during the year as those advanced payments
have unwound and additional advance payments received by customers. A
significant amount of the contract liabilities were recognised as revenue
during the current year.
During the year, no deferred consideration was paid in relation to any
acquisitions made (FY24: £961k) and £645k remains outstanding at the year
end (FY24: £nil).
All amounts are short term. The carrying values are considered to be a
reasonable approximation of fair value.
9 Borrowings
Borrowings are repayable as follows:
2025 *Restated 2024
£'000 £'000
Within one year
Finance lease liabilities 906 841
906 841
After one and within five years
Bank finance 15,135 14,600
Finance lease liabilities 2,803 2,537
17,938 17,137
After more than five years
Finance lease liabilities 3,132 3,499
3,132 3,499
21,070 20,636
Total borrowings 21,976 21,477
*The prior year figures were restated to split out the borrowings repayable
after more than 5 years.
Bank finance relates to amounts drawn down under the Group's bank facility
with HSBC Bank plc, which is secured against all assets of the Group. On 1
November 2021 the Group renewed and expanded its committed loan facility with
HSBC to £20m, with an accordion option of an additional £10m and with a
termination date of 1 November 2024 extendable for two further years.
On 30 November 2022, the Group reached an agreement with HSBC to exercise £5m
of an available £10m accordion option, which increased the committed loan
facility from £20m to £25m. The balance of the accordion option (£5m)
remains available to the Group (at the discretion of HSBC) for future
exercise. In April 2024, HSBC approved an extension of the repayment date by
one year to November 2026. At the end of the financial year the Group had
drawn down £15.1m of its revolving credit facility (FY24: £14.6m), leaving
£9.9m in headroom (excluding the additional £5m accordion option).
10 Earnings per share
The calculation of the basic earnings per share is based on the profits
attributable to the shareholders of SDI Group plc divided by the weighted
average number of shares in issue during the period. All profit per share
calculations relate to continuing operations of the Group.
Profit Weighted Earnings
attributable to average per share
shareholders number of amount in
£'000 shares
pence
Basic earnings per share:
Year ended 30 April 2025 4,038 104,551,326 3.86
Year ended 30 April 2024 4,254 104,099,565 4.09
Dilutive effect of share options:
Year ended 30 April 2025 1,546,045
Year ended 30 April 2024 1,153,978
Diluted earnings per share:
Year ended 30 April 2025 4,038 106,097,371 3.81
Year ended 30 April 2024 4,254 105,253,543 4.04
At the year end, there were 1,546,045 (FY24: 1,421,200) share options which
were anti-dilutive but may be dilutive in the future.
11 INTANGIBLE ASSETS
The amounts recognised in the balance sheet relate to the following:
Customer relationships Other intangibles Goodwill Development costs Total
£'000 £'000 £'000 £'000 £'000
Cost
At 30 April 2023 21,250 2,804 25,897 2,013 51,964
Adjustments to goodwill - - 24 - 24
Additions - - - 820 820
Additions on acquisition 660 10 1,139 - 1,809
Disposals/eliminations - - - (298) (298)
At 30 April 2024 21,910 2,814 27,060 2,535 54,319
Additions - - - 641 641
Additions on acquisition 625 1,557 5,233 - 7,415
Disposals/eliminations - - - (590) (590)
At 30 April 2025 22,535 4,371 32,293 2,586 61,785
Amortisation and impairment
At 30 April 2023 4,593 1,537 3,206 1,278 10,614
Amortisation for the year 1,431 137 - 395 1,963
Disposals/eliminations - - - (298) (298)
At 30 April 2024 6,024 1,674 3,206 1,375 12,279
Amortisation for the year 1,485 239 - 314 2,038
Disposals/eliminations - - - (559) (559)
At 30 April 2025 7,509 1,913 3,206 1,130 13,758
Net book value
At 30 April 2025 15,026 2,458 29,087 1,456 48,027
At 30 April 2024 15,886 1,140 23,854 1,160 42,040
Capitalised development costs include amounts totalling £915k (FY24: £550k)
relating to incomplete projects for which amortisation has not yet begun.
On 1 May 2024, the Group implemented a new strategy, with the SDI businesses
being re-segmented into three divisions: Laboratory Equipment, Industrial
& Scientific Sensors and Industrial & Scientific Products. The new
strategy is focussed on both organic and inorganic growth, with SDI looking to
generate organic growth across the group as well as acquiring companies (where
possible) to provide synergies to the existing portfolio. Business leaders
would be appointed to lead the divisions. The new strategy has meant SDI now
monitors goodwill, which relates to various acquisitions and is not amortised,
at the segment level by aggregating the appropriate goodwill. As a result,
Goodwill is tested for impairment in accordance with IAS 36 at the
segment/divisional level, taking into account the group of cash-generating
units (''CGUs'') that are expected to benefit from the synergies. Prior to
this approach, goodwill was allocated to each individual business which are
considered to be the smallest cash -generating units in the group. There has
been no change in the assessment of cash generating units.
The allocation of the carrying value of goodwill is represented below:
2024 Reclassification Acquisitions 2025
£'000 £'000 £'000 £'000
Synoptics 453 (453) - -
Atik 1,229 (1,229) - -
Graticules 1,278 (1,278) - -
Sentek 1,282 (1,282) - -
Astles Control Systems 2,503 (2,503) - -
Applied Thermal Control 1,028 (1,028) - -
MPB Industries 630 (630) - -
Chell Instruments 2,492 (2,492) - -
Scientific Vacuum Systems 2,734 (2,734) - -
Safelab Systems 3,561 (3,561) - -
LTE Scientific 676 (676) - -
Fraser Anti-Static Techniques 4,849 (4,849) - -
Peak Sensors Limited 1,139 (1,139) - -
Industrial & Scientific Products - 11,118 5,233 16,351
Industrial & Scientific Sensors - 8,046 - 8,046
Laboratory Equipment - 4,690 - 4,690
23,854 - 5,233 29,087
During the year the group acquired the two Industrial Products businesses,
InspecVision and Collins Walker, as detailed in note 12.
The recoverable amount of the Group's goodwill was assessed by reference to
the value-in-use ('VIU') calculations derived from three-year forecast cash
flows and two years of extrapolated cash flows using appropriate growth rates
used for that business. These range from inflationary increases of 2%, to 50%
for the scale up of a small business. This is equivalent to a five-year
forecast period, which is the maximum period expected unless a longer period
is justifiable. Management's key assumption and resulting cash flows is to
maintain market share in their markets. Thereafter, the VIU is based on
estimated long-term growth ('LTG') rates of 2% (FY24: 2%). These assumptions
were applied to each business within the three divisions.
A risk-adjusted, pre-tax discount rate specific to asset light and asset heavy
businesses has been calculated and these all ranged between 18.50% and 19.00%
(FY24: 16.67% and 20.67%). The laboratory equipment division CGU is largely an
asset heavy segment. The other two division CGU's are asset light segments.
The directors have further considered the sensitivity of the key assumptions
to changes, including reduced growth rates and operating margins, and
increased discount rates. The growth rates are based on economic data for the
wider economy and represent a prudent expectation of growth.
Individual business carrying values were assessed if any showed indicators of
impairment in accordance with IAS 36.
No impairments have been recognised across either the divisional CGU's or the
individual businesses.
The average remaining amortisation period of intangible assets excluding
goodwill is 9.3 years (FY24: 9.3 years).
12 BUSINESS COMBINATIONS
Acquisition of InspecVision Limited
On 29 October 2024, the Company acquired 100% of the share capital of
InspecVision Limited, a company incorporated in England and Wales, for a
consideration payable in cash.
The assets and liabilities acquired were as follows:
Book value Fair value
£'000 adjustment Fair value
£'000 £'000
Assets
Non-current assets
Intangible assets 7 2,060 2,067
Property, plant and equipment 89 - 89
Right-of-use assets 405 - 405
Total non-current assets 501 2,060 2,561
Current assets
Inventories 600 - 600
Trade and other receivables 3,150 - 3,150
Cash and cash equivalents 179 - 179
Liabilities
Trade and other payables (293) - (293)
Borrowings - Lease commitments (405) - (405)
Corporation tax liability (98) - (98)
Deferred tax liability (16) (515) (531)
Net assets acquired 3,618 1,545 5,163
Goodwill 3,508
Consideration and cost of investment 8,671
Fair value of consideration transferred
Cash paid 6,565
Less: cash acquired (179)
Net cash paid in year (see cash flow) 6,386
Non-cash item: acquired receivable netted on consolidation against SDI loan
payable
1,606
Cash acquired 179
Deferred payment 500
8,671
A loan of £750k was repaid immediately post-acquisition taking the net cash
paid from £6,386k to £5,636k.
InspecVision Limited contributed £1,557k revenue and approximately £333k to
the Group's profit before tax for the period between the date of acquisition
and the balance sheet date, not including £136k of acquired intangible asset
amortisation.
If the acquisition of InspecVision Limited had been completed on the first day
of the financial year, the additional impact on group revenues for the period
are estimated to have been £1.6m and the additional impact on group profit
before tax is estimated to have been £512k, before an additional £0.1m of
amortisation expense.
The goodwill of £3,508k arising from the acquisition relates to the assembled
workforce and to expected future profitability, synergy and growth
expectations.
A third-party expert performed a detailed review of the acquired intangible
assets and recognised acquired customer relationships and technology. The
customer relationships intangible asset was valued using a multi-period excess
earnings methodology. The estimated fair value of the customer relationships
therefore reflects the present value of the projected stream of cash flows
that are expected to be generated by existing customers going forward, net of
orders on hand at the date of acquisition. Key assumptions are the discount
rate and attrition rate. A value of 14.8% was used for the discount rate.
Attrition rates vary significantly, with distributors showing around 10%
attrition and direct customers around 70%. Given these differences, the
valuation of customer relationships has been split into two groups to account
for their unique characteristics. After consulting with management to discuss
their findings, management agreed with the inputs used and results obtained.
The deferred tax liability has been calculated on the amortisable intangible
assets using the current enacted statutory tax rate of 25%.
The last financial year for InspecVision Limited before the acquisition
completed was to 31 December 2023 and the current financial year has been
extended by four months to April 2025 to align with that of SDI Group plc.
Acquisition of Collins Walker Limited
On 3 April 2025, the Company acquired 100% of the share capital of Collins
Walker Limited, a company incorporated in England and Wales, for a
consideration payable in cash.
The assets and liabilities acquired were as follows:
Book value Fair value
£'000 adjustment Fair value
£'000 £'000
Assets
Non-current assets
Intangible assets - 115 115
Property, plant and equipment 9 - 9
Total non-current assets 9 115 124
Current assets
Inventories 57 - 57
Trade and other receivables 41 - 41
Cash and cash equivalents 46 - 46
Liabilities
Trade and other payables (25) - (25)
Corporation tax (44) - (44)
Deferred tax liability - (29) (29)
Net assets acquired 84 86 170
Goodwill 1,725
Consideration and cost of investment 1,895
Fair value of consideration transferred
Cash paid 1,750
Less: cash acquired (46)
Net cash paid in year (see cash flow) 1,704
Cash acquired 46
Deferred payment 145
1,895
Collins Walker Limited contributed £69k revenue and approximately £18k to
the Group's profit before tax for the period between the date of acquisition
and the balance sheet date, not including £1k of acquired intangible asset
amortisation.
If the acquisition of Collins Walker Limited had been completed on the first
day of the financial year, the additional impact on group revenues for the
period are estimated to have been £0.7m and the additional impact on group
profit before tax is estimated to have been £156k (before exceptional items)
or (£436)k (after exceptional items), before an additional £1k of
amortisation expense.
The goodwill of £1,725k arising from the acquisition relates to the expected
future profitability, synergy and growth expectations.
A third-party expert performed a detailed review of the acquired intangible
assets and recognised acquired customer relationships. The customer
relationships intangible asset was valued using a multi-period excess earnings
methodology. The estimated fair value of the customer relationships therefore
reflects the present value of the projected stream of cash flows that are
expected to be generated by existing customers going forward, net of orders on
hand at the date of acquisition. Key assumptions are the discount rate and
attrition rate. Values of 23% and 15% were selected. After consulting with
management to discuss their findings, management was in agreement with the
inputs used and results obtained.
The deferred tax liability has been calculated on the amortisable intangible
assets using the current enacted statutory tax rate of 25%.
The last financial year for Collins Walker Limited before the acquisition
completed was to 31 March 2025 and the current financial year has been
extended by one month to April 2026 to align with that of SDI Group plc.
13 post balance sheet events
Acquisition of Severn Thermal Solutions Limited
On 6 June 2025, the Company acquired 100% of the share capital of Severn
Thermal Solutions Limited, a company incorporated in England and Wales, for a
consideration payable in cash.
The assets and liabilities acquired were as follows:
Book value Fair value
£'000 adjustment Fair value
£'000 £'000
Assets
Non-current assets
Intangible assets - 2,500 2,500
Property, plant and equipment 167 - 167
Total non-current assets 167 2,500 2,667
Current assets
Inventories 289 - 289
Trade and other receivables 2,997 - 2,997
Cash and cash equivalents 853 - 853
Liabilities
Trade and other payables (435) - (435)
Corporation tax liability (274) - (274)
Deferred tax liability - (625) (625)
Net assets acquired 3,597 1,875 5,472
Goodwill 2,825
Consideration and cost of investment 8,297
Fair value of consideration transferred
Cash paid 5,100
Less: cash acquired (853)
Net cash paid in year 4,247
Non-cash item: Acquired receivable netted on consolidation against SDI loan
payable
2,997
Cash acquired 853
Deferred payment 200
8,297
Severn Thermal Solutions are a designer and manufacturer of high temperature
furnace systems and environmental chambers for advanced material processing
and testing.
Due to the short period of time since acquisition, fair value adjustments are
provisional and will be finalised within twelve months of acquisition date.
Severn Thermal Solutions Limited were acquired post year end on 5 June 2025
and therefore did not contribute any revenue or profit in the year.
The expected goodwill of £2,825k arising from the acquisition relates to the
assembled workforce and to expected future profitability, synergy and growth
expectations. A customer relationships intangible asset has been recognised
and the estimated fair value of this asset reflects the present value of the
projected stream of cash flows that are expected to be generated by existing
customers going forwards, net of orders on hand at the date of acquisition.
The last financial year for Severn Thermal Solutions Limited was to 30
September 2024. The current financial year will continue to 30 September 2025.
The following financial period will be shortened to 9 months to 30 April 2026
to align with that of SDI Group plc.
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