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RNS Number : 0744Q Solid State PLC 08 July 2025
8 July 2025
Solid State plc
("Solid State", the "Group" or the "Company")
Final Results - Marginally ahead of revised market expectations
Solid State plc (AIM: SOLI), the specialist value added component supplier and
design-in manufacturer of computing, power, and communications products,
announces its Final Results for the 12 months ended 31 March 2025.
As previously announced, the financial year (FY24/25) was impacted by the
timing of major communications contracts whereby the pull forward of revenues
into a record FY23/24, and delay of a significant defence contract into
FY25/26, resulted in lower reported revenues and profitability for FY24/25
whilst favouring them in FY23/24 and FY25/26. The strong order book underpins
management's confidence in meeting market expectations for FY25/26, returning
to year-on-year growth in revenue and profitability.
Highlights in the period include:
2025 2024 Change
Revenue £125.1m £163.3m -23.4%
Adjusted operating profit £6.0m £17.0m -64.7%
Adjusted operating profit margin* 4.8% 10.4% -560bps
Adjusted profit before tax* £5.0m £15.6m -67.9%
Adjusted diluted earnings per share** 6.2p 20.1p -69.2%
Full year dividend** 2.5p 4.3p -41.9%
Net cash flow from operating activities £10.4m £14.3m -27.3%
* Adjusted performance metrics are reconciled in note 30, the adjustments
relate to IFRS 3 acquisition amortisation, share based payments charges and
non-recurring charges in respect of acquisition costs, taxation and fair value
adjustments.
2025 2024 Change
Reported operating profit £1.3m £13.7m -90.5%
Reported operating profit margin 1.1% 8.4% -730bps
Profit before tax £0.3m £12.2m -97.5%
Diluted earnings per share** 0.9p 15.3p -94.1%
** Restated for four for one bonus share issue
2025 2024 Change
Net debt*** (£7.4m) (£4.7m) 57.4%
ROE 0.8% 13.6% -12.8%
ROCE 9.8% 26.4% -16.6%
Open order book @ 31 May £101.6m £89.2m 13.9%
*** Net debt includes cash of £3.5m (2024: £8.4m), bank borrowings of
£10.6m (2024: £13.1m) the fair value of deferred contingent consideration of
£0.3m (2024: £nil) and excludes the right of use lease liabilities of £6.0m
(2023: £3.6m).
Financial highlights:
· Revenue in period impacted by timing of major communications
contracts:
o pull forward revenues into a record FY23/24; and
o delay of defence revenue due to SDR
present optically challenging performance in reported period FY24/25, when
compared to strong comparative period and improved FY25/26 current trading
· Strong underlying business with strong gross margins and
improving operating margins
· Continued improvement in quality of earnings
Commercial and operational highlights:
· $25m Communications Equipment order secured, albeit now to be
delivered in FY25/26
· $5.1m IOT Contract - New US Franchise Line
· Acquisition of Gateway Electronic Components Ltd
· Acquisition of Q-Par Antennas USA
· Investment in US operations and progress in Custom Power
integration
· Investment in new value-added facility in Ashchurch, Tewkesbury,
UK
· Bonus share issue
Current trading:
· Strong opening order book which continues to build
· Normalisation of customer inventories and order patterns
· Operational gearing benefiting operating margins
· Confidence in meeting market expectations for the current year
Commenting on the results and prospects, Nigel Rogers, Chairman of Solid
State, said:
"The Group has demonstrated resilience amidst challenging market conditions,
including geopolitical uncertainties and economic headwinds. The results for
the reporting period are ultimately impacted by the timing of major contracts,
which does not reflect the significant progress made in the business.
"Despite these shorter-term challenges, Solid State remains well-positioned to
benefit from structural growth opportunities in key sectors such as defence,
medical and IoT, whilst continuing to invest in infrastructure and
capabilities to support its long-term ambitions.
"The Board is confident in the Group's prospects and in meeting market
expectations for the current year, underpinned by the strong order book."
Analyst Briefing: 9.30am today, Tuesday 8 July 2025
An online briefing for Analysts will be hosted by Gary Marsh, Chief Executive,
and Peter James, Group Finance Director, at 9.30am today, Tuesday 8 July 2025,
to review the results and prospects. Analysts wishing to attend should contact
Walbrook PR on solidstate@walbrookpr.com (mailto:solidstate@walbrookpr.com) or
on 020 7933 8780.
Investor Presentation: 2.00pm on Wednesday 9 July 2025
Gary Marsh, Chief Executive; and, Peter James, Group Finance Director; will
hold a presentation to cover the results and prospects at 2.00pm on Wednesday
9 July 2025. The presentation will be hosted through the digital platform
Investor Meet Company. Investors can sign up to Investor Meet Company for free
and add to meet Solid State plc via the following link
https://www.investormeetcompany.com/solid-state-plc/register-investor
(https://urldefense.proofpoint.com/v2/url?u=https-3A__www.investormeetcompany.com_solid-2Dstate-2Dplc_register-2Dinvestor&d=DwMGaQ&c=euGZstcaTDllvimEN8b7jXrwqOf-v5A_CdpgnVfiiMM&r=05PHl3GHdShYuaCii2fBRpoqaNr9B1d97X09daeosu0&m=J_w1tceU9zzYJ7XKVb7cI6vB50Ub0EkseNW3jQMJXh0&s=3vECInbFqFci5nlddgAz6BmJ10o04LjoiJjqEFyNUW0&e=)
. Investors who have already registered and added to meet the Company will
automatically be invited.
Questions can be submitted pre-event to solidstate@walbrookpr.com
(mailto:solidstate@walbrookpr.com) , or in real time during the presentation
via the "Ask a Question" function.
(1)The Company considers the average of the most recently published research
forecasts prior to this announcement by all providers - Cavendish Capital
Markets Ltd and Zeus Capital Ltd to represent market expectations for Solid
State.
Market Expectations FY24/25 FY25/26
Revenue £123.0m £145.2m
Adjusted profit before tax* £4.0m £7.2m
* Adjustments relate to IFRS 3 acquisition amortisation, share based payments
charges and non-recurring charges in respect of re-organisation
cost/acquisition costs and fair value adjustments.
Investor Site Visits to Head Office in Redditch
Solid State holds site visits to its head office in Redditch where operations
from both the Systems and Components divisions can be seen. Interested
investors should contact solidstate@walbrookpr.com
(mailto:solidstate@walbrookpr.com) .
This announcement contains inside information for the purposes of Article 7 of
the UK version of Regulation (EU) No 596/2014 which is part of UK law by
virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon
the publication of this announcement via a Regulatory Information Service,
this inside information is now considered to be in the public domain.
For further information please contact:
Solid State plc Via Walbrook
Gary Marsh - Chief Executive
Peter James - Group Finance Director
Cavendish Capital Markets Limited 020 7220 0500
(Nominated Adviser & Broker)
Adrian Hadden / Callum Davidson (Corporate Finance)
Jasper Berry / Tim Redfern (Sales / ECM)
Walbrook PR (Financial PR) 020 7933 8780
Tom Cooper / Nick Rome / Joe Walker 0797 122 1972
solidstate@walbrookpr.com
Analyst Research Reports: For further analyst information and research see the
Solid State plc website: https://solidstateplc.com/research/
(https://urldefense.proofpoint.com/v2/url?u=https-3A__solidstateplc.com_research_&d=DwMFAg&c=euGZstcaTDllvimEN8b7jXrwqOf-v5A_CdpgnVfiiMM&r=05PHl3GHdShYuaCii2fBRpoqaNr9B1d97X09daeosu0&m=JmX-gQVke87P3UDBxQzNglNm9FfzH5yZtIa_SmElSS4&s=ib8r3ul2tCaEvJ39SnR1LT7nCa7gAcRQzgO-kNoyZoM&e=)
Notes to Editors:
Solid State plc (AIM: SOLI) is a leading value-added electronics group
supplying industrial and defence markets with durable components, assemblies
and manufactured systems for use in critical applications, with a particular
emphasis on harsh operational environments. Solid State's products are found
around the world, from the ocean floor and into space, ensuring the smooth
operation of systems that augment our everyday lives.
The Company has a core focus on industrial and ruggedised computing, battery
power solutions, antennas, secure radio systems, imaging technologies, and
electronic components & displays.
Operating through two divisions (Systems and Components), the Group thrives on
complex engineering challenges, often requiring design-in support and
component sourcing. Serving a wide range of industries, with a particular
focus on defence, energy production, aerospace, environmental, oceanographic,
industrial, robotics, medical, life sciences, and transportation, the Solid
State trading brands have become synonymous with quality and reliability. The
Group operates under the brands of Steatite, Solsta, Custom Power, Pacer,
Active Silicon, Gateway, Durakool and Q-Par.
Solid State plc is headquartered in Redditch, UK, and employs over 400 people
around the world. The business has seven production facilities in the UK and
two in the USA. In total, including all office locations, the Group operates
from 14 national and international sites.
Solid State was established in 1971 and admitted to AIM in June 1996. The
Group has grown organically and by acquisition - having made five acquisitions
in the last five years.
Take a look at the videos below for more insight into the Solid State Group.
Introduction to Solid State - https://youtu.be/1M_Q_B1mYic
(https://urldefense.proofpoint.com/v2/url?u=https-3A__youtu.be_1M-5FQ-5FB1mYic&d=DwMGaQ&c=euGZstcaTDllvimEN8b7jXrwqOf-v5A_CdpgnVfiiMM&r=05PHl3GHdShYuaCii2fBRpoqaNr9B1d97X09daeosu0&m=3dW1DsO04w3fOD5H-7rw_kFgcxacpqn1XcdwanaeIt0GZ7CA-Ex3GbIRbrY8H0Qp&s=At43cSgB_l2_aLDoWAG1btwtdQsj0fGFEOvZuRER61Y&e=)
Why invest in Solid State? - https://youtu.be/ShmTz6005ws
(https://urldefense.proofpoint.com/v2/url?u=https-3A__youtu.be_ShmTz6005ws&d=DwMGaQ&c=euGZstcaTDllvimEN8b7jXrwqOf-v5A_CdpgnVfiiMM&r=05PHl3GHdShYuaCii2fBRpoqaNr9B1d97X09daeosu0&m=3dW1DsO04w3fOD5H-7rw_kFgcxacpqn1XcdwanaeIt0GZ7CA-Ex3GbIRbrY8H0Qp&s=BRSABtV1H6lx3GEpH8ZgxTINGT_PRgrBvEbFa-O11Yg&e=)
Chairman's Statement
Following a year of record trading and results in FY24, market conditions were
more challenging, and this is reflected in these results. Economic headwinds
in advanced economies were exacerbated by geopolitical events, resulting in a
background level of uncertainty and intense volatility. The Group has
demonstrated good resilience but has not been immune from the effect of these
conditions.
Performance
After a solid first-half performance, the Group endured an unexpected delay in
a large order for communications equipment in November 2024 which was a
consequence of the UK Strategic Defence Review. This contract was reconfirmed
in March 2025 and will now be delivered in the first half of the financial
year ending 31 March 2026..
The effect of this delay created a necessity to reduce earnings guidance for
the year, and it is noteworthy that these final results are ahead of the
reduced expectations reset at that time.
End markets continue to be volatile, partly due to cyclical shifts in demand
characterised as aftershocks from the post-pandemic boom, but mainly due to
geopolitical factors. Headlines continue to be dominated by rapid fluctuations
in policy on both sides of the Atlantic, especially in relation to trade
barriers and tariffs. These create daily disruption, however, our people and
operations are agile, and the Directors are generally content that the Company
is well-placed to benefit from the underlying direction of travel.
The Company's business model has resilience from the diversity of products and
services offered, the geographical spread of operations, and exposure to a
variety of structural growth end markets. For example, we supply a range of
highly differentiated specialist products into the defence and security sector
and have production capabilities in both the UK and the USA. We are also
building the infrastructure to support large defence sector primes in the UK
at a time when both domestic and NATO spending is forecast to increase
substantially over the next decade.
In addition, we are increasing exposure to other high-growth sectors; medical,
IoT and security for example. These markets will help to stabilise and expand
our distribution business at a time when transportation and general industrial
demand remains sluggish; a headwind that may continue for some time.
Our resilience is demonstrated by the quality and enduring nature of our
customer relationships and can be measured by an increasing proportion of
revenue derived from own-brand products and, perhaps most importantly,
maintaining gross margins well above industry average.
Power update
The USA business of Custom Power was acquired in August 2022 for $40m at a
time when it was generating EBITDA of $3.5m on annual revenue of $29.7m.
Following completion, market conditions became more challenging as demand
softened after the post-pandemic boom. In addition, execution of the
integration plan was disrupted by the need to make leadership and management
changes in the US operations, which took longer than originally anticipated.
Custom Power has recently been combined with our UK Power business at
Crewkerne, to form a single business unit, under a new leadership and
management structure which is proving to be much more effective. Power will be
represented as a third division from FY26.
Focus has been on building the operational capability of the business as a
platform for growth. This work is now largely complete, enabling management to
move the attention to conversion of the abundant business development
opportunities in this sector which is progressing well with the open orderbook
strengthening. We are especially well placed by having robust defence sector
accreditations and experience, and a multi-site manufacturing footprint. This
creates confidence that we can rebuild the top line and return the Power
business to enhancing Group operating margins rather than acting as a
constraint.
Acquisition update
During the year we completed two bolt-on acquisitions, Gateway Electronic
Components in the UK and Q-PAR Antennas in the USA. Transactions of this size
and nature are relatively straightforward to complete and integrate in the
current climate and offer a lower risk route to drive growth in challenging
times. Management is focused on identifying similar deals in the current
financial year, with larger strategic acquisitions given lower priority in an
elevated risk environment.
Finally, and despite market uncertainties, we continue to invest in people and
infrastructure both in the UK and in our American business, to capitalise on
the undoubted potential for sustained expansion in coming years.
The Board and Governance
The structure and composition of the Board of Directors has been unchanged
throughout the financial year, which has provided welcome stability at a time
of external turbulence. The Board continues to monitor the effectiveness of
its' own affairs, and the balance of skills and experience required to devise
strategic goals and objectives, and monitor delivery and performance.
Dividend
In September 2024 the shareholders approved the Directors' proposal to issue
four bonus ordinary shares for every ordinary share held, with the practical
effect of this being to subdivide the existing share capital by a factor of
five. The purpose of this proposal was to increase the liquidity of trading in
the shares and improve access for retail investors. In this respect, the new
structure has had the desired effect, and the average number and volume of
daily trades has demonstrated a healthy increase.
The Board remains committed to delivering returns to shareholders, including
the payment of dividends. After many years of progressive increases, the
Directors have reluctantly acknowledged that the decrease in current year
earnings necessitates a corresponding reduction in dividends paid and
proposed.
The Directors are proposing a final dividend of 1.67p (2023/24: 2.9p*)
resulting in a full year dividend of 2.5p (2023/24: 4.3p*), pence per share,
which is covered 2.5 times by adjusted earnings (2023/24: 4.6 times).
Our progressive dividend policy is a key element of our strategy to deliver
returns to shareholders, and the Directors are committed to restoring dividend
payments to prior levels as soon as trading conditions permit.
The final dividend is pending approval by shareholders at the AGM on 11
September 2025. If approved, it will be paid on 30 September 2025, to
shareholders registered by the close of business on 12 September 2025. The
shares will be marked ex-dividend on 11 September 2025.
Outlook
Market conditions are showing early signs of underlying improvement, although
this continues to be obscured by short-term volatility from fast moving
geopolitical events.
The open orderbook on 31 March 2025 stood at £108.5m (30 September 2024:
£76.6m) including c.£19m from the restored communications equipment order,
an underlying H2 increase (excluding this order) of 17%. Approximately 95% of
the total orderbook is expected to be delivered in the current financial year.
Q1 trading has seen a strong start to the year benefitting from the initial
shipments of the communications equipment noted above as well as strong order
intake from a number of customers. However, we have continued to see some USA
customer programmes being delayed with the macro-economic and geopolitical
uncertainty.
The Directors continue to have confidence in the longer-term growth drivers in
each of the three divisions (with the split out of Power from April 2025) and
have invested in people and facilities in preparation for increasing demand in
key markets, both sector-wise and geographically.
The primary focus will be on delivering strong organic revenue growth from
current customers and healthy pipeline opportunities, with a continuation of
robust gross margins, and improving net margins from the effect of operational
gearing.
Nigel Rogers
Non-Executive Chairman
8 July 2025
Chief Executive Officer's Review
Following a notably strong comparable period in FY24, performance over the
last 12 months has seen good demand in some sectors (e.g. defence and
security) while others have been depressed (Industrial), driven by customers
continuing to de-stock combined with a slowdown in industrial demand.
This was compounded by the timings of shipments in respect of communications
programmes, where Q4 23/24 benefitted from a pull forward from Q1 24/25, then
exacerbated by the delay of a significant opportunity from Q4 FY24/25 which
has now been secured and will be shipped in FY 25/26.
While the headline reported performance in the current year shows a
significant year-on- year reduction, the shipments of the communications
products contributed strongly to the prior year record results at circa
£33.4m of revenue and £9.0m of profit, which has not recurred in the current
period. Normalising for this programme, the prior year revenue would have been
approximately £130m, which reflects a more modest shortfall year on year
driven by the industrial headwinds.
I am pleased to reiterate that the delayed communications equipment order of
$25m has now been awarded and will be delivered in the current financial year
ending 31 March 2026. The orderbook at 31 March 2025 is £108.5m, which,
combined with strong prospect pipeline, gives the Board confidence in meeting
consensus expectations for FY26.
Overall business performance
I am pleased to report revenue for the year of £125m and adjusted profit
before tax of £5.0m, both exceeding consensus expectations. Notably, the
Group concluded Q4 with robust shipments to customers.
Gross margins during the period have remained stable above 30%. Throughout the
year, the business has implemented measures to manage its cost base in
response to challenging trading conditions. However, the changes introduced in
the Autumn Budget regarding tax legislation and minimum wage are expected to
result in cost increases of over £0.5m, which will partially offset the
anticipated overhead savings.
Sector and divisional review
Systems
Last year, the division saw an exceptional year, especially with the pull-in
from communications revenue. Our non-communications revenue has had a strong
performance in FY25 with 41.1% (FY23/24 30.5%) of total Systems revenue. The
Systems margin percentage has remained broadly stable year on year in excess
of 35%.
The Systems division has experienced delays in investment programmes in the UK
and there has been a slowdown in awarding defence contracts, although these
are expected to accelerate following publication of the strategic defence
review at the beginning of June.
There is a clear shift toward longer-term framework contracts in the defence
sector, particularly in maritime surface and Subsea to strength supply chain
resilience. These agreements offer industry stability and visibility, enabling
better planning, investment, and assured delivery. The Group is well
positioned to benefit from this trend, given its proven capability, reliable
supply chain, and focus on mission-critical technologies.
Our Power business unit has faced challenges in the industrial market where we
have seen higher customer churn having exited some low engineering value add
customers. As a result, we have recognised a write-down on our acquisition
goodwill. Positively, we have secured a number of important opportunities with
Tier-one customers which should result in increased activity in the second
half of FY25/26.
We are pleased to report that our investment in the Integrated Systems
business unit to meet demand for more complex systems from our Tier-one
defence and security customers is largely complete and the production transfer
to that site commenced at the beginning of FY25/26 where we anticipate revenue
and activity will build as we progress through the year. This new facility
will be a significant opportunity to secure additional premium
high-value-added business and growth in the mid-term.
Components
The Components division has seen a slowdown in industrial and transport
sectors as customers continued to de-stock as component lead times started to
normalise.
Positively, the margins within the Components business have recovered towards
traditional norms at 25% and we are continuing to focus on further enhancing
margins in the year ahead as part of our push to improve the Group's quality
of earnings.
The Group's investment in Gateway Electronics as well as securing new
franchises, including Inseego in the USA and Smiths Connectivity in the UK
reflects our continued commitment to deliver on the Components' growth
strategy.
Key leadership
The establishment of the Executive Board last year has strengthened the Group.
The Executive Board is tasked with delivering the strategic objectives,
monitoring and control of ongoing operational and commercial activities and
improvement.
We continue to focus on developing the senior management team and are pleased
to have welcomed Stephen Brown as Chief Sales Officer for our USA operations.
Stephen's role will focus on enhancing the sales approach, customer engagement
model and market presence expansion in the USA.
We continue to focus on progressing our gender diversity and are pleased that
more than one-third of our leadership team is now female. We recognise that
there is still work to be done to continue to improve our diversity and are
focused on developing our people as well as adding new talent.
Our engineering teams are made up of 80 engineers and are essential to the
Group's performance. We take pride in drawing in and keeping a talented
workforce that has helped us build a solid platform for future expansion.
We have established a General Manager structure within the Systems business
units as well as enhancing the US team with roles in engineering, quality, and
HR management, and recruiting additional talent in IT, health & safety,
and project management in the UK.
Developing our leadership team is essential for future growth. We have made
significant investments in building expertise in key areas such as
communications and integrated systems, with several internal promotions
demonstrating our commitment to nurturing talent. We are upskilling our
technical team with skills in confidential documentation and verification.
Notably, nearly 50% of vacancies have been filled internally, supplemented by
strategic external hires when needed. These initiatives highlight our
commitment to cultivating a capable and resilient team to advance the Group's
goals.
Acquisitions
Over the last 12 months, the Group has completed two relatively small bolt-on
acquisitions which support our 2030 strategy. The acquisitions of Gateway
Electronic Components and Q-PAR Antennas USA enhance the development of the
Group's US sales channel for its own-brand products, including Durakool,
Steatite Antennas, and Optical. These acquisitions are also expected to boost
mid-term operating margins and support organic growth.
Gateway Electronic Components Limited
Gateway was acquired for £1.4m in October 2024. As a specialist in ferrite
and magnetic components, Gateway adds a complementary product range and
expertise that aligns with Solid State's strategy of delivering value-added
engineering solutions.
We will look to leverage Solid State's international sales channels, to drive
additional growth in sales of Gateway's proprietary machined ferrite products
while also providing cross-selling opportunities and expanding the customer
base. This growth is expected to boost earnings and margins within the Group's
Components division.
Q-PAR Antennas USA, LLC
The business was acquired for a total consideration of up to $2.1m. Q-PAR, a
long-standing distribution partner specialising in antenna systems for defence
and security, provides Solid State with a secure distribution channel in the
US and approved supplier status for key defence contractors.
This acquisition bolsters the Group's presence in the US which is critical
with the recent political environment changes to the USA tariffs, highlighting
the importance of "made in USA." This acquisition supports the medium-term
growth through the potential to onshore production and enhances our ability to
scale in one of the world's largest antenna markets.
In addition to these acquisitions, the Board is actively seeking attractive
opportunities in both overseas and UK markets. The acquisition pipeline for
both divisions remains robust, with a particular emphasis on integrating new
technologies and further internationalising the Group.
Strategy
The Board is committed to maintaining our growth ambitions and the success
that the business has seen over the last five years. Our 2030 goal is to
return to the levels of performance achieved in FY23/24 of adjusted PBT from
the core business (excluding "non-recurring" material communications
revenues).
To increase revenues and improve operating margins, we want to keep funding
initiatives for organic growth that are supported by smart acquisitions. We
will continue to focus on our strategic markets and customers in expanding
industries with high entry barriers that demand certification or established
credibility, where our specialised skills and engineering knowledge are
valued.
Despite the challenges faced this financial year, we are pleased with the
progress we have made in achieving our 2030 strategy. Our four pillars remain
unchanged and are:
1. Talent development embedding our ESG values
2. Broadening our complementary product and technology portfolio
3. Development of our "own brand" components, systems and power offering
securing recurring revenue
4. Internationalisation of the Group
The following significant landmarks represent critical phases in the
implementation of our strategy and are important foundations which our 2030
objectives and goals will leverage:
• The new "Executive Board" is operating effectively and advancing
the strategy's creation and implementation;
• Planned overhead and capital investment (in excess of £5.0m) in
our Systems division enhancing the capacity and capabilities in our RF
Communications business unit and the new Integrated Systems site at Ashchurch
to strengthen the relevance and value-added uniqueness of our offering to our
Tier-one customers;
• Continue to focus on generating cash and paying down borrowings to
position the Group for future investments;
• Completion of the rebranding of the existing Group provides a
common look and feel, and facilitates the presentation of the wider Solid
State offering to existing and prospective customers;
• The Group's Power business unit has made significant progress,
securing several major orders for battery systems from key Tier-one customers
in the robotics, drone, and naval sonar buoy sectors; and
• Acquisitions of Gateway and Q-PAR provide small but important
strategic value to drive mid-term operating margin enhancement and organic
growth for their respective divisions.
Our markets and business development
Our long-term partnerships, strong commitment to customer service, and
proactive management of semiconductor supply chains have allowed us to
maintain a diverse customer base in our target markets. This has continued to
demonstrate its value, when compared against a very strong comparable period
in FY23/24, allowing the Group to be resilient in difficult market
circumstances.
The Group is well-positioned in the defence and security sector. This sector
is highly regulated, with significant entry obstacles for those without
extensive experience. The Directors see significant growth potential for the
Group, which has excellent relationships with strategically important
customers, innovative technology, and operates in an environment that will
benefit from increased levels of public spending, both domestically and
internationally, in the coming years.
This is evidenced with the delayed communications programme revenue of $25m
returning for the upcoming financial year. Group revenue in this sector
contributed to circa 30% of FY25 (2024: circa 44%). The Company has
effectively positioned itself in the market as a prominent provider with
Tier-one and Tier-two customers, having been operating in this industry for
over five decades.
Our confidence is underpinned by the UK government's commitment to increasing
defence expenditure from 2.3% to 2.5% of GDP by 2027 and an ambition to
further increase this to 3.0%. In Europe, current plans imply an increase in
non-US NATO defence budgets by 50%, from 2% to 3% by 2030.
The "integrated systems" production facility began operations in April 2025
and is expected to contribute revenue in FY25/26. This facility will boost the
Group's technical capability and continue to support our Tier-one customers in
the defence and security market providing a platform for mid-term revenue
growth which will enhance operating margins.
The global electronics sector has continued to normalise, with orderbooks
changing to meet shorter lead times and the removal of surplus inventory.
Political and economic concerns (not least the US tariffs) have had an
influence on many businesses, with some consumers deferring purchases due to
the combination of shorter lead times and uncertainty, which is decreasing
demand. That said, the Group has seen significant demand and rising billings
for Internet of Things ("IoT"), with the Group acquiring two new franchises
for communications components.
The Group's Power business unit has faced a number of challenges impacting
current year trading, however, looking forward we have made successful strides
by securing numerous major orders for battery systems from key Tier-one
clients in the robotics, drone, and naval sonar buoy industries.
These high-quality contracts, together with a stronger pipeline of prospects
in both the United States and the United Kingdom, show a strategic shift
toward higher-value activities. This approach will help to mitigate the impact
of losing lower value-added client accounts in future years; but, the decision
to exit these accounts has created a short-term headwind that is significantly
impacting performance this year. The recent announcement of tariff changes
highlights the importance of investing and manufacturing in the USA and this
is a key focus area of the Group's strategy.
We will continue to make mid-term investments in the medical industry as a
Group since it has similar characteristics to defence and security
(accreditations, know-how and lengthier design cycles). Long-term development
of this sector will help to supplement and balance our strengths in the
D&S business.
We achieved the ISO13485 medical standard at our Weymouth production facility
and are planning to achieve this accreditation in our Power facilities, which
is critical for future growth. The medical market is buoyant, and design and
pipeline development has been strong across both divisions, with new
engineering projects and design wins likely to translate into production
demand to commence in FY25/26 and beyond.
Outlook
The Board has outlined a plan for Solid State to grow by delivering
multi-year, multi-product projects as a valued partner to multinational
blue-chip customers. This has resulted in consistent success over the last few
years, with record financial performance in the preceding fiscal year.
Our key markets are heavily regulated, with considerable entry hurdles and
prospects for higher profit margins. To satisfy these stringent standards, the
Group invests in personnel, infrastructure, and product development, sometimes
ahead of expected returns. Certain market applications can be cyclical in
nature, and others are dependent upon spending approvals, the timing of which
can be affected by national and international events.
We are participating in projects with long term visibility and are working
towards securing multi-year framework contracts.
The Group has experienced some setbacks in delivering this financial year,
albeit we are pleased that we have performed ahead of revised consensus
expectations, and we anticipate the year ahead will bring new opportunities.
The recent announcement and uncertainty from the changes in tariffs announced
in the USA will be a key area of focus for businesses worldwide. Our recent
acquisition of Q-PAR USA and the investment in our USA Power business is
strategically placing us in a position to achieve the "made in USA" status.
The growth opportunities in the USA are significant and the Group's vision is
to build out our west coast USA facilities which will require investment from
2025 to 2027.
The Board remains committed to our strategy and is confident that our business
model is resilient. The Group has taken steps to reduce discretionary spending
and working capital investment in order to provide a robust balance sheet at
the period end.
Despite the USD currency headwinds at a revenue level, post year end we have
had a strong start to the year benefiting from delivering £8.1m of the c.
£19m communications order which was announced in March 25. The orderbook at
31 May 2025 was £101.6m which gives the Board the confidence to re-confirm
that we remain on track to deliver the consensus revenue and earnings for
FY25/26.
The new Ashchurch site and the two bolt-on acquisitions demonstrate a
readiness to invest in capabilities and critical mass, allowing for a return
to above-market organic growth across the cycle as markets recover.
Gary Marsh
Chief Executive Officer
8 July 2025
Chief Financial Officer's Review
Revenues
Group revenue in 2025 is £125.1m (FY23/24: £163.3m) and is ahead of
consensus expectations for the year. Normalising for a constant currency
impact of £1.6m and the £33.4m prior year revenue impact from the
communications programme which has not recurred, the year on year revenue is
down 2.5%.
The Systems division reported revenue of £69.8m (FY23/24: £103.5m). The
Division was impacted by the delay in the communications programme to FY25/26
compared to last year, which was an exceptional year with communications
programme revenues being pulled into FY23/24 from the current year.
That said, performance for this year saw a strong contribution from the
defence and security market with 30% of revenue being derived from this
sector. While the underlying Computing and Communications revenues have been
robust, the Power business unit within the Systems division has faced
significant headwinds in the USA from the industrial slowdown, continued
de-stocking and the political volatility and associated economic uncertainty
which has adversely impacted performance in this period.
Like the US Power business unit, the Components division faced the same tough
trading conditions, which has resulted in revenues of £55.3m (FY23/24:
£59.8m) reflecting a 7.5% decrease which, while disappointing is better than
the UK electronics distribution market which saw just under a 20% in the
calendar year 2024.(1)
Gross profit
Positively, the gross margin at a product level across both divisions has seen
a slight improvement largely offsetting the impact of the change in mix of
sales meaning that the overall Group margin percentage has been broadly
maintained and is 31.5% (FY23/24: 31.7%).
Systems gross margin percentage remained broadly stable at 36.6% (FY23/24:
37.6%) contributing gross margin of £25.5m (2024: £38.9m). The prior year
had two key factors impacting gross margins, where a benefit from the delivery
of certain premium projects offset the dilutive impact of the high volume
communication revenues. The mix of business and margins are back to more
traditional norms, however our investments in capabilities in Ashchurch and
the USA provide opportunities to do more premium margin business going
forward.
Components contributed gross profit of £13.8m (FY23/24: £12.9m). The margin
percentage increased from 21.6% in FY24 to 25.0% in FY25, reflecting the
positive impact of discontinuing legacy lower margin production activities in
the USA. Looking forward, we remain focused on our strategy of enhancing our
value-added and own-brand product offerings to further enhance margins.
Sales, general and administration expenses
Sales, general and administration ("SG&A") expenses remained stable at
£38.0m (FY23/24: £38.1m). However, the adjusted SG&A costs have reduced
to £33.3m (FY23/24: £34.8m) reflecting that the Group has implemented
several cost mitigation measures, primarily in areas facing more challenging
trading conditions. The cost mitigations included a reduction in personnel
costs and performance- related pay plus lower recruitment fees.
Despite these measures, the Group has committed to significant investment in
key areas with strong mid-term growth potential, including our new integrated
systems facility in Ashchurch, UK and the expansion of our capability to
deliver additional RF communications products. Our focus on investment on a
full year basis will result in additional overheads of circa £3.0m on a full
year basis.
Operating profit
The prior year reflects the benefit of the exceptional revenue growth in the
period and the associated operational gearing. As a result, in the current
year adjusted operating margins have decreased to 4.8% (FY23/24: 10.4%) with
adjusted operating profit being £6.0m (FY23/24: £17.0m).
The operating profit is depressed because of overhead investments primarily in
our Systems division within our Ashchurch and Leominster facilities of circa
£1.5m ahead of realising the revenue opportunities.
Establishing the additional capacity in Leominster as well as building out our
new Ashchurch facility has established capacity and a capability which is
critical to enable us to realise mid-term growth opportunities with our
Tier-one Systems customers.
In doing this we have added circa £3.0m to the Group's cost base on a full
year basis, and while the Ashchurch facility is running at lower levels of
utilisation it is dilutive to operating margins however as we secure
additional business this will enhance the Group's operating margins in the
mid-term.
The reported operating profit was £1.3m (FY23/24: £13.7m). The adjustments
to operating profit are set out in further detail in Note 30.
Based on the simplified R&D regulations, the Group is a large company in
terms of the classifications for UK R&D tax benefits. Under the updated
large company scheme, the benefit of the R&D tax credits is recognised
within operating profit rather than within the tax line. We have recognised
£0.54m (FY23/24: £0.28m) within operating profit in respect of an R&D
expenditure credit ("RDEC"). These development programmes are a cornerstone of
the Group's future high-value-added revenue streams.
Profit before tax
Adjusted profit before tax was down 67.9% to £5.0m (FY23/24: £15.6m) albeit
ahead of the revised consensus expectations. After the one-off write-down of
intangibles, the profit before tax was £0.3m (FY23/24: profit £12.2m). The
adjusted profit metric is reported after adjusting items totalling £4.7m
(FY23/24: £3.4m) which includes the write-down and amortisation of
acquisition related intangible assets, share-based payments charges and
redundancy/ re-organisation costs.
Profit after tax
The underlying effective tax rate in FY24/25 is 29% (FY23/24: 25%).
The effective tax rate has increased due to not recognising the deferred tax
asset relating to US losses where there is uncertainty that the losses will be
recovered, which is consistent with the impairment recognised in the period.
The reported tax charge reflects the benefit of share option tax deductions
and enhanced tax allowances, resulting in a tax credit for the year of £0.2m
(FY23/24: £3.3m expense).
Adjusted profit after tax was £3.6m (FY23/24: £11.7m). The profit after tax
was £0.5m (FY23/24: £8.9m).
EPS
Adjusted fully diluted earnings per share for the year ended 31 March 2025 is
6.2p (FY23/24: 20.1p as restated). Statutory fully diluted earnings per share
is 0.9p (FY23/24: 15.4p as restated).
Dividend
The Board is proposing a final dividend of 1.67p (FY23/24: 2.90p(2)) for
approval at the Annual General Meeting, giving a full-year dividend of 2.5p
(FY23/24: 4.30p(2)) as set out in the Chairman's statement.
Cash flow from operations
Cash flow from operations stood at £10.4m (FY23/24: £14.3m). This decrease
in operational cash is primarily driven by the large billings of the NATO
contract in Q4 FY23/24 and pull in of revenue.
The adjusted operating cash conversion percentage (cash generated from
operations/ adjusted operating profit) for the full year is 173% (FY23/24:
84%).
The year ended with a working capital inflow driven by receipt of cash in
relation to FY24 Q4 Nato shipment and offset in part by the outflows from
payment of creditors and increased inventories.
During the period, we paid taxes of £2.6m (FY23/24: £3.3m) with minimal tax
payments in the USA due to deductible amortisation of local goodwill.
Investing activities
During the year, the Group invested £2.5m (FY23/24: £1.5m) in property,
plant and equipment, and £1.2m (FY23/24: £1.3m) in software and R&D
intangibles. The increase in the Group's capital expenditure was primarily
driven by the investment in the new Ashchurch facility, of £0.9m.
The business invested in two acquisitions this year. In our Systems' division
we acquired Q-PAR USA with net cash payments totalling £0.7m, comprising
£0.3m on completion and the first deferred consideration payment of £0.4m.
Gateway Electronic Components for our Components division was acquired at
£1.4m. There remains deferred and contingent consideration for Q-PAR with
£0.3m recognised at the balance sheet date. See note 33 and 34 for further
details.
There are capital commitments of £0.2m (FY23/24: £0.0m) at the balance sheet
date; however, in the year ahead we anticipate continued investment in our
Ashchurch facility, the relocation of our Waterside facility and fit-out and
we are in the process of commencing our investment to enhance our USA
production capabilities to enable us to deliver on organic revenue growth
opportunities. Total investments are expected to be in excess of £5m over the
next two financial years.
Financing activities
The Group received proceeds for issuances of £0.0m (FY23/24: £0.1m) and paid
out £0.5m (FY23/24: £nil) for purchase of own shares into treasury.
The financing activities reflect a net draw down of borrowings of £2.5m
(FY23/24: £1.6m) and payments for right of use assets of £1.3m (FY23/24:
£1.2m).
Net interest charges fell in the period to £0.9m (FY23/24: £1.3m) reflecting
the reduction in the net debt and reduced average rates compared to the prior
year.
The Group is committed to its progressive dividend policy which resulted in
payments of £2.1m (FY23/24: £2.3m) in respect of dividends following the
strong performance in FY23/24. In the current year we have proposed a dividend
appropriate to the level of profitability as set out in the Chairman's
statement.
Statement of financial position
The Group ended the year with a strong balance sheet of £61.5m in FY24/25
with a marginal decrease from the prior year (FY23/24: £64.6m). The decline
in net assets is primarily driven by the write-down of the acquisition
intangible assets in addition to dividend payments of £2.1m and the adverse
foreign exchange translational impact of £0.7m recognised in reserves.
Net inventory increased to £28.0m (FY23/24: £25.1m) primarily driven by:
- Increase in Systems inventories of c. £3.8m which reflects an increase in
Custom Power USA, which supports the delivery of the new orders announced
during FY24/25 and an increase in the UK to support a number of communications
and antenna programmes which will be delivered in H1.
- Components inventory reduced by £0.9m. This reflects a focus on reducing
the UK stock holding post the shortages, which have been offset in part by
increases in the USA to service the new contracts announced during the year
and the acquisition of Gateway (£0.5m).
Receivables for year-end stood at £21.6m, a decrease from prior year total of
£31.5m driven primarily by the strong prior year March billings which
included Communications shipments. Receivable ageing has improved with several
overdue balances as of 31 March 2024 successfully collected during the year.
Payables for the Group have declined from £21.6m in 2024 to £17.0m in 2025
as a result of the Communications product noted above and no bonuses are
accrued for this year.
Similar to prior years, the Group still pays suppliers pro forma when
necessary to secure product that is in short supply. Nevertheless, our
long-standing customer and supplier relationships have enabled us to
successfully manage fluctuations in working capital.
The Group signed a new lease for the facility at Ashchurch and committed to
extend leases across various sites in the UK during the year to ensure
manufacturing capacity for future growth. As a result, the overall lease
liability has increased by £2.4m to £6.0m as at 31 March 2025.
Group year-end net debt stood at £7.4m (2024: £4.7m) which comprises £3.5m
of cash offset by modest levels of borrowing, being £9.8m of term loans with
Lloyds and $1.0m drawn down on our Comerica facility to fund the Q-PAR
acquisition and a small level of deferred consideration (£0.3m).
Our strong cash conversion and long-standing relationships with our lending
partners in the UK and USA with Lloyds Bank and Comerica enable the Group to
continue making strategic investments to support both organic growth and
acquisitions.
Post year end, we refinanced the Group's debt facilities, establishing a
two-bank syndicated Revolving Credit Facility ("RCF"). The committed RCF
totals £15.0m, with a £10.0m accordion which is not committed. In addition,
subject to agreement with Lloyds, the facility enables to provide a £5.0m
short-term overdraft, offering the business further flexibility to manage
short-term working capital spikes. This facility enhances both funding
flexibility and cost management, supporting the Group's growth strategy.
Peter James
Chief Financial Officer
8 July 2025
1 Source: International Distributors of Electronics Association (IDEA)
2 As restated for the impact of the bonus share issue
Consolidated statement of comprehensive income
For the year ended 31 March 2025
Note 2025 2024
£'000 £'000
Revenue 3, 31 125,064 163,303
Cost of sales (85,737) (111,476)
Gross profit 39,327 51,827
Sales, general and administration expenses (37,993) (38,149)
Operating profit 4 1,334 13,678
Finance costs 6 (1,014) (1,491)
Profit before taxation 320 12,187
Tax credit/ (expense) 7 192 (3,281)
Adjusted profit after taxation 3,563 11,680
Adjustments to profit after taxation 30 (3,051) (2,774)
Profit after taxation 512 8,906
Profit attributable to equity holders of the Parent 512 8,872
Profit attributable to non-controlling interests - 34
Items that may be reclassified to profit and loss
Other comprehensive loss - FX on overseas operations (688) (679)
Other comprehensive income - taxation 7 43 -
Adjusted total comprehensive income 2,875 11,001
Adjustments to total comprehensive income 30 (3,008) (2,774)
Total comprehensive (loss)/ income for the year (133) 8,227
Comprehensive (loss)/ income attributable to equity holders of the Parent (133) 8,193
Comprehensive income attributable to non-controlling interests - 34
Earnings per share 2025 2024*
Basic EPS from profit for the year 8 0.9p 15.6p
Diluted EPS from profit for the year 8 0.9p 15.3p
* Restated for impact of bonus share issue
Adjusted EPS measures are reported in Note 8 to the accounts.
All results presented for the current and comparative period are generated
from continuing operations.
Consolidated statement of changes in equity
For the year ended 31 March 2025
For the year ended 31 March 2025
Share Share Foreign Other Retained Shares Total Non-controlling interests Total
Capital Premium Exchange Reserves Earnings held in £'000 £'000 Equity
£'000 Reserve Reserve £'000 £'000 Treasury £'000
£'000 £'000 £'000
Balance at 569 30,581 (1,515) (64) 35,086 (37) 64,620 - 64,620
31 March 2024
Issue of new shares 2,285 (2,281) - - - - 4 - 4
Share-based - - - - (375) - (375) - (375)
payment debit
Transfer of treasury - - - - - - - - -
shares to AESP
Dividends - - - - (2,119) - (2,119) - (2,119)
Transactions with owners in their capacity as owners 2,285 (2,281) - - (2,494) - (2,490) - (2,490)
Result for the year - - - - 512 - 512 - 512
ended 31 March 2025
Taxation via OCI 43 43 43
Foreign Exchange via OCI - - (688) - - - (688) - (688)
Total comprehensive - - (688) - 555 - (133) - (133)
income
Purchase of treasury shares - - - - - (501) (501) - (501)
Balance at 31 March 2025 2,854 28,300 (2,203) (64) 33,147 (538) 61,496 - 61,496
For the year ended 31 March 2024
Share Share Foreign Other Retained Shares Total Non-controlling interests Total
Capital Premium Exchange Reserves Earnings held in £'000 £'000 Equity
£'000 Reserve Reserve £'000 £'000 Treasury £'000
£'000 £'000 £'000
Balance at 567 30,474 (836) 5 27,805 (108) 57,907 47 57,954
31 March 2023
Issue of new shares 2 107 - - - - 109 - 109
Share-based - - - - 803 - 803 - 803
payment credit
Transfer of treasury - - - - (72) 72 - - -
shares to AESP
Dividends - - - - (2,322) - (2,322) - (2,322)
Acquisition of non-controlling interests - - - (69) - - (69) - (69)
Transactions with - - - - - - - (81) (81)
non-controlling interests
Transactions with owners in their capacity as owners 2 107 - (69) (1,591) 72 (1,479) (81) (1,560)
Result for the year - - - - 8,872 - 8,872 34 8,906
ended 31 March 2024
Foreign Exchange via OCI - - (679) - - - (679) - (679)
Total comprehensive - - (679) - 8,872 - 8,193 34 8,227
income
Purchase of treasury shares - - - - - (1) (1) - (1)
Balance at 31 March 2024 569 30,581 (1,515) (64) 35,086 (37) 64,620 - 64,620
Consolidated statement of financial position
As at 31 March 2025
Note 2025 2024
£'000 £'000
Assets
Non-current assets
Intangible assets 12 36,968 40,109
Property, plant and equipment 10 5,487 4,229
Right-of-use lease assets 11 6,075 3,586
Deferred tax asset 23 1,458 605
Total non-current assets 49,988 48,529
Current assets
Inventories 15 28,239 25,084
Trade and other receivables 16 21,616 31,526
Corporation tax asset 986 -
Cash and cash equivalents - available on demand 22 3,513 8,445
Total current assets 54,354 65,055
Total Assets 104,342 113,584
Liabilities
Current liabilities
Trade and other payables 17 (17,020) (21,644)
Deferred and contingent consideration on acquisitions - current 17, 21, 22 (181) -
Current borrowings 19, 21, 22 (8,634) (3,398)
Contract liabilities 18 (5,847) (6,460)
Corporation tax liabilities (229) (1,224)
Right-of-use lease liabilities 20 (1,402) (1,106)
Provisions 24 (190) (126)
Total current liabilities (33,503) (33,958)
Non-current liabilities
Non-current borrowings 19, 21, 22 (1,935) (9,718)
Deferred and contingent consideration on acquisitions - non-current 17, 21, 22 (161) -
Provisions 24 (1,098) (843)
Deferred tax liability 23 (1,548) (1,979)
Right-of-use lease liabilities 20 (4,601) (2,466)
Total non-current liabilities (9,343) (15,006)
Total liabilities (42,846) (48,964)
Total net assets 61,496 64,620
Share capital 25 2,854 569
Share premium reserve 26 28,300 30,581
Other Reserves 26 (64) (64)
Foreign exchange reserve 26 (2,203) (1,515)
Retained earnings 26 33,147 35,086
Shares held in treasury 26, 27 (538) (37)
Capital and reserves attributable to equity holders of the Parent 61,496 64,620
Non-controlling interests - -
Total Equity 61,496 64,620
The financial statements were approved by the Board of Directors and
authorised for issue on 8 July 2025 and were signed on its behalf by:
G S Marsh
Director
P O James
Director
Consolidated statement of cash flows
For the year ended 31 March 2025
2025 2024
Note £'000 £'000 £'000 £'000
Operating activities
Profit before taxation 320 12,187
Adjustments for:
Property, plant and equipment depreciation 1,407 2,069
Right-of-use asset depreciation 1,114 1,040
Amortisation of intangible assets 2,758 2,281
Impairment of intangible assets 2,734 2,281
Loss/ (profit) on disposal of property, plant and equipment 56 (1)
Share-based payment (credit)/ expense (375) 803
Finance costs 1,014 1,491
Decrease in deferred contingent consideration - (21)
Profit from operations before changes in working capital and provisions 9,028 19,849
Increase/ (decrease) in inventories (2,712) 8,078
Decrease/ (increase) in trade and other receivables 9,704 (12,175)
Decrease in trade and other payables (5,650) (1,231)
Increase/ (decrease) in provisions 26 (248)
1,368 (5,576)
Cash generated from operations 10,396 14,273
Income taxes paid (2,565) (3,331)
Income taxes received 13 9
Total taxes paid 7 (2,552) (3,322)
Net cash inflow from operating activities 7,844 10,951
Investing activities
Purchase of property, plant and equipment (2,292) (1,524)
Capitalised own costs and purchase of intangible assets (1,202) (1,312)
Proceeds of sales from property, plant and equipment 232 161
Settlement of deferred consideration in respect of prior year acquisitions 22 - (5,535)
Payments for acquisition of subsidiaries net of cash acquired (2,123) -
Net cash outflow from investing activities (5,385) (8,210)
Financing activities
Proceeds from issue of ordinary shares - 109
Repurchase of ordinary shares into treasury (501) (1)
Borrowings drawn 22 894 2,126
Borrowings repaid 22 (3,408) (3,742)
Principal payment obligations for right-of-use assets 21 (1,327) (1,230)
Interest paid (1,044) (1,286)
Interest received 138 4
Transactions with non-controlling interests - (150)
Dividend paid to equity shareholders 9 (2,119) (2,322)
Net cash outflow from financing activities (7,367) (6,492)
Decrease in cash and cash equivalents 22 (4,908) (3,751)
2025 2024
£'000 £'000
Translational foreign exchange on opening cash (24) (28)
Net decrease in cash (4,908) (3,751)
Cash at beginning of year 8,445 12,224
Cash at end of year 3,513 8,445
There were no significant non-cash transactions. Cash and cash equivalents
comprise:
2025 2024
£'000 £'000
Cash available on demand 3,513 8,445
Overdraft facility - (2,056)
Net cash and cash equivalents 3,513 6,389
Notes to the Financial Statements
For the year ended 31 March 2025
1. Accounting policies
Solid State PLC ("the Company") is a public Company incorporated, domiciled
and registered in England and Wales in the United Kingdom. The registered
number is 00771335 and the registered address is: 2 Ravensbank Business Park,
Hedera Road, Redditch B98 9EY.
Basis of preparation
The principal accounting policies adopted in the preparation of the financial
statements are set out below. These policies have been consistently applied to
all the years presented.
These financial statements have been prepared in accordance with UK adopted
International Accounting Standards in conformity with the requirements of the
Companies Act 2006.
The Group financial statements are presented in pounds sterling, which is the
functional and presentational currency of the Group, and all values are
rounded to the nearest thousand (£'000), except when otherwise indicated.
Going concern
In assessing the going concern position of the Group for the Consolidated
Financial Statements for the year ended 31 March 2025, the Directors have
considered the Group's cash flows, liquidity and business activities.
At 31 March 2025, the Group has net debt (excluding IFRS16) of £7.4m.
Subsequent to year end the Group refinanced all existing facilities, repaying
the term loans and setting up a new £15m multi-currency RCF funded by Lloyds
Bank PLC and Comerica Bank (see Note 19 for full details). The going concern
basis of preparation has been considered in respect of the new leverage and
debt service covenants in relation to this facility.
Based on the Group's forecasts, the Directors have adopted the going concern
basis in preparing the Financial Statements. The Directors have made this
assessment after consideration of the Group's cash flows and related
assumptions and in accordance with the Guidance published by the UK Financial
Reporting.
In preparing the going concern assessment, the Directors considered the
principal risks and uncertainties that the business faced.
The Directors have prepared a base case and a severe downside scenario, taking
account of the results to date, current expected demand, and mitigating
actions that could be taken, together with an assessment of the liquidity
headroom against the cash and bank facilities. The bank facilities are subject
to financial covenants; therefore, in evaluating a stressed forecast, the
Board only included the RCF in the headroom to the extent it is available
within the covenants.
This financial modelling is based a period to 30 September 2026, which has
been prepared based on an extension of the budget for FY25/26.
In preparing a severe downside scenario, it assumes a shortfall in Group
revenue of ~7% over an 18-month period with limited cost mitigation, resulting
in EBITDA reducing by ~29% compared to the Board's base case expectations.
Even with this level of reduction to Group EBITDA, when combined with the
mitigating actions that are within the Group's control, the Group would fully
comply with covenants and maintains sufficient liquidity to meet its
liabilities as they fall due.
The Directors have concluded that the likelihood of a scenario whereby the
covenant headroom is exhausted is remote and therefore there are no material
uncertainties over the Group and Company's ability to continue as a going
concern. Nevertheless, it is acknowledged that there are, potentially,
material variations in the forecast level of future financial performance.
The Directors have a reasonable expectation that the Group has adequate
resources to continue in operational existence for the next 15 months;
therefore, it is appropriate to adopt a going concern basis for the
preparation of the financial statements. Accordingly, these financial
statements do not include any adjustments to the carrying amount or
classification of assets and liabilities that would result if the Group and
Company were unable to continue as a going concern.
Changes in accounting policy and disclosures
New standards, amendments and interpretations adopted in the year
The following new standards, amendments and interpretations have been adopted
by the Group for the first time for the financial year beginning on 1 April
2024:
• Amendments to IAS 1 and IFRS Practice Statement 2, regarding the
classification of liabilities and non-current liabilities with covenants
effective for annual reporting periods beginning on, or after, 1 January 2024
• Amendments to IFRS 16 regarding lease liabilities in a Sale and
Leaseback arrangement, effective for annual reporting periods beginning on, or
after, 1 January 2024
• Amendments to IAS 7 and IFRS 7, regarding supplier finance
arrangements, effective for annual reporting periods beginning on, or after, 1
January 2024
The adoption of these standards and amendments has not had a material impact
on the financial statements.
New standards, amendments and interpretations to published standards issued,
but not yet effective and not early adopted
Certain new accounting standards, amendments to accounting standards and
interpretations have been published that are not mandatory for the 31 March
2025 reporting period and have not been early adopted by the Group, are listed
below. None of these are expected to have a material impact on the Group's
financial results in the current or future reporting periods. The Group
intends to adopt these standards considered relevant when they become
effective.
• Amendments to IAS 21, regarding whether a currency is exchangeable
into another currency at a measurement date and for a specified purpose,
effective for annual reporting periods beginning on, or after, 1 January 2025
• Minor annual improvements to IFRS 1 (hedging related), IFRS 7,
IFRS 9, IFRS 10 and IAS 7, effective for annual reporting periods beginning
on, or after, 1 January 2026
• IFRS 18 issued in April 2024 to replace IAS 1, regarding
presentation and disclosure in financial statements, effective for annual
reporting periods beginning on, or after, 1 January 2027
Principle of consolidation
The consolidated financial statements incorporate the financial results and
position of the Parent and its subsidiaries.
Subsidiaries are all entities over which the Group has control. The Group
controls an entity when the Group is exposed to, or has rights to, variable
returns from its involvement with the entity and has the ability to affect
those returns through its power to direct the activities of the entity.
Subsidiaries are fully consolidated from the date on which control is
transferred to the Group. They are deconsolidated from the date that control
ceases. The acquisition method of accounting is used to account for business
combinations by the Group.
Intercompany transactions, balances and unrealised gains on transactions
between Group companies are eliminated. Unrealised losses are also eliminated
unless the transaction provides evidence of an impairment of the transferred
asset. Accounting policies of subsidiaries have been changed, where necessary,
to ensure consistency with the policies adopted by the Group.
Business combinations
Non-controlling interests in the results and equity of subsidiaries are shown
separately in the consolidated statement of comprehensive income, the
consolidated statement of changes in equity and the consolidated statement of
financial position respectively.
The purchase method of accounting is used to account for all business
combinations, regardless of whether equity instruments or other assets are
acquired. Acquisition-related costs are expensed as incurred.
The consideration transferred for the acquisition of a subsidiary comprises
the: fair values of the assets transferred; liabilities incurred to the former
owners of the acquired business; equity interests issued by the Group; fair
value of any asset or liability resulting from a contingent consideration
arrangement; and fair value of any pre-existing equity interest in the
subsidiary.
Identifiable assets acquired, and liabilities and contingent liabilities
assumed in a business combination are, with limited exceptions, measured,
initially, at their fair values at the acquisition date. The Group recognises
any non-controlling interest in the acquired entity on an
acquisition-by-acquisition basis, either at fair value or at the
non-controlling interest's proportionate share of the acquired entity's net
identifiable assets.
The excess of the consideration transferred, the amount of any non-controlling
interest in the acquired entity, and acquisition date fair value of any
previous equity interest in the acquired entity, over the fair value of the
net identifiable assets acquired, is recorded as goodwill.
If those amounts are less than the fair value of the net identifiable assets
of the business acquired, the difference is recognised directly in profit or
loss as a bargain purchase. Where settlement of any part of cash consideration
is deferred, the amounts payable in the future are discounted to their present
value as at the date of exchange. The discount rate used is the entity's
incremental borrowing rate, being the rate at which a similar borrowing could
be obtained from an independent financier under comparable terms and
conditions.
Contingent consideration is classified either as equity or a financial
liability. Amounts classified as a financial liability are, subsequently,
remeasured to fair value with changes in fair value recognised in profit or
loss.
If the business combination is achieved in stages, the acquisition date
carrying value of the acquirer's previously held equity interest in the
acquiree is remeasured to fair value at the acquisition date. Any gains or
losses arising from such remeasurement are recognised in profit or loss.
Impairment of non-financial assets
Non-financial assets that have an indefinite useful life (e.g. goodwill) or
other intangible assets that are not ready to use and, therefore, not subject
to amortisation (e.g. ongoing incomplete R&D programmes) are reviewed, at
least annually, for impairment.
Impairment tests on goodwill are undertaken annually on 31 March, and on other
non-financial assets whenever events or changes in circumstances indicate that
their carrying value may not be reasonable. Where the carrying value of an
asset exceeds its recoverable amount (i.e. the higher of value in use and fair
value less costs to sell), the asset is written down accordingly.
Impairment charges are included in sales, general and administration expenses
in the consolidated statement of comprehensive income, except to the extent
that they reverse gains previously recognised in the consolidated statement of
recognised income and expense. An impairment loss recognised for goodwill is
not reversed.
Intangible assets
a) Goodwill
Goodwill arising on an acquisition is recognised as an asset and is,
initially, measured at cost, being the excess of the fair value of the
consideration over the fair value of the identifiable assets, liabilities and
contingent liabilities acquired. Goodwill is not amortised. However, it is
reviewed for potential impairment at least annually or more frequently if
events or circumstances indicate a potential impairment. For the purpose of
impairment testing, goodwill is allocated to each of the cash-generating units
to which it relates. Any impairment identified is charged directly to the
consolidated statement of comprehensive income. Subsequent reversals of
impairment losses for goodwill are not recognised.
b) Development costs
Expenditure incurred that is directly attributable to the development of new,
or substantially improved, products or processes is recognised as an
intangible asset when the following criteria are met:
• The product or process is intended for use or sale.
• The development is technically feasible to complete.
• There is an ability to use or sell the product or process.
• It can be demonstrated how the product or process will generate
probable future economic benefits.
• There are adequate technical, financial and other resources to
complete the development.
• The development expenditure can be reliably measured.
Directly attributable costs refers to the materials consumed, the directly
attributable labour and the incremental overheads incurred in the development
activity. General operating costs, administration costs and selling costs do
not form part of directly attributable costs.
All research and other development costs are expensed as incurred.
Capitalised development costs are amortised on a straight-line basis over the
period, during which the economic benefits are expected to be received,
typically ranging between one and five years. Amortisation expense is included
within sales, general and administration expenses in the statement of
comprehensive income.
The estimated remaining useful lives of development costs are reviewed at
least on an annual basis. Amortisation commences once the project is
completed, and revenues are being generated.
The carrying value of capitalised development costs is reviewed for potential
impairment at least annually, or more frequently if events or circumstances
indicate a potential impairment. Any impairment identified is immediately
charged to the consolidated statement of comprehensive income.
c) Software
Externally acquired software assets are, initially, recognised at cost and,
subsequently, amortised on a straight-line basis over their useful economic
lives. Cost includes all directly attributable costs of acquisition. In
addition, directly attributable costs incurred in the development of bespoke
software for the Group's own use are capitalised.
The useful economic life over which the software is being amortised has been
assessed to be three to five years.
The carrying value of capitalised software costs is reviewed for potential
impairment at least annually, or more frequently if events or circumstances
indicate a potential impairment. Any impairment identified is immediately
charged to the consolidated statement of comprehensive income.
The costs of maintaining internally developed software, and annual licence
fees to utilise third-party software, are expensed as incurred.
d) Other intangibles
Other intangible assets are those which arise on business combinations in
accordance with IFRS3 revised. These intangible assets form part of the
identifiable net assets of an acquired business and are recognised at their
fair value and amortised on a systematic basis over their useful economic life
which is, typically, five to ten years. This includes the open orderbook,
brand and customer relationships, the fair value of which are evaluated using
the multi-period excess earnings method ("MEEM").
Capitalised acquisition intangibles are amortised on a straight-line basis
over the period during which the economic benefits are expected to be
received, which, typically, range between five and ten years. Amortisation
expense is included within sales, general and administration expenses in the
statement of comprehensive income.
The carrying value of other intangible assets is reviewed for potential
impairment at least annually, or more frequently if events or circumstances
indicate a potential impairment. Any impairment identified is immediately
charged to the consolidated statement of comprehensive income.
Property, plant and equipment
Property, plant and equipment is stated at historical cost or deemed cost
where IFRS1 exemptions have been applied, less accumulated depreciation and
any recognised impairment losses.
Costs include the original purchase price of the asset and the costs
attributable to bringing the asset to its working condition for its intended
use, including any qualifying finance expenses.
Depreciation is provided on all items of property, plant and equipment to
write off the carrying value of items over their expected useful economic
lives. It is applied at the following rates:
• Short leasehold property improvements - straight line over minimum
life of lease
• Fittings and equipment - 25% per annum on a reducing balance basis
or a straight-line basis over three-to-five years with an appropriate residual
value as considered most appropriate
• Computers - between 20% and 33.3% per annum on a straight-line
basis
• Motor vehicles - 25% per annum on a reducing balance basis
The residual values and useful lives of the assets are reviewed, and adjusted,
if appropriate, at each balance sheet date. An asset's carrying amount is
written down immediately to its recoverable amount if its carrying amount is
greater than its estimated net realisable value. Gains and losses on disposal
are determined by comparing proceeds with carrying amounts. These are included
in the consolidated statement of comprehensive income.
Leases
IFRS16 "Leases" addresses the definition of a lease, the recognition and
measurement of leases and establishes the principles for the reporting useful
information to users of the financial statements about the leasing activities
of both lessees and lessors.
The Group has applied judgement to determine the lease term for some lease
contracts, in which, as lessee, there includes a renewal option. The
assessment of whether the Group is reasonably certain to exercise such options
impacts the lease term, which affects the amount of lease liabilities and
right-of-use assets recognised.
The lease liability reflects the present value of the future rental payments
and interest, discounted using either the effective interest rate or the
incremental borrowing rate of the entity.
Payments associated with short-term leases and leases of low-value assets are
recognised on a straight-line basis over the lease term as an expense within
the income statement.
Right-of-use assets
The Group recognises right-of-use assets at the commencement date of the lease
(i.e. the date the underlying asset is available for use). Right-of-use assets
are measured at cost, less any accumulated depreciation and impairment losses
and adjusted for any remeasurement of lease liabilities. The cost of
right-of-use assets includes the amount of lease liabilities recognised,
initial direct costs incurred, and lease payments made at, or before, the
commencement date less any lease incentives received. Right-of-use assets are
related to the property leases, plant and machinery and motor vehicles, and
are depreciated on a straight-line basis over the lease term.
Right-of-use lease liabilities
At the commencement date of the lease, the Group recognises lease liabilities
measured at the present value of lease payments to be made over the lease
term. The lease payments include lease payments less any lease incentives
receivable. In calculating the present value of lease payments, the Group uses
its incremental borrowing rate at the lease commencement date because the
interest rate implicit in the lease is not readily determinable.
After the commencement date, the amount of lease liabilities is increased to
reflect the accretion of interest and reduced for the lease payments made. In
addition, the carrying amount of lease liabilities is remeasured if there is a
modification, a change in the lease term or a change in the lease payments
(e.g. changes to future payments resulting from a change in an index or rate
used to determine such lease payments).
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is
based on either average purchase cost or the cost of purchase on a first in,
first out basis, which is the most appropriate for the category of inventory.
Work in progress and finished goods include labour and attributable overheads.
Net realisable value is based on estimated selling price less any additional
costs to completion and disposal.
Financial instruments
Classification and measurement of financial instruments under IFRS9 classifies
financial assets as held at amortised cost, fair value through other
comprehensive income("FVOCI") or fair value through profit or loss, dependent
on the business model and cash flow characteristics of the financial
instrument.
Financial assets and financial liabilities are recognised when the Company
becomes party to the contractual provisions of the instrument.
Trade and other receivables
Trade receivables are initially measured at their transaction price. Other
receivables are initially recognised at fair value plus transaction costs.
Receivables are held to collect the contractual cash flows, which are solely
payments of principal and interest. Therefore, these receivables are,
subsequently, measured at amortised cost using the effective interest rate
method.
The effect of discounting on these financial instruments is not considered to
be material.
Cash and cash equivalents
Cash and cash equivalents include cash at bank and in hand and highly liquid
interest-bearing securities with maturities of three months or less. Bank
overdrafts are shown within borrowings in current liabilities on the statement
of financial position.
Impairment of financial assets
IFRS9 requires an expected credit loss ("ECL") model, which broadens the
information that an entity is required to consider when determining its
expectations of impairment. Under this new model, expectations of future
events must be taken into account, and this will result in the earlier
recognition of potential impairments.
An impairment loss is recognised for the expected credit losses on financial
assets when there is an increased probability that the counterparty will be
unable to settle an instrument's contractual cash flows on the contractual due
dates, a reduction in the amounts expected to be recovered, or both.
The probability of default and expected amounts recoverable are assessed using
reasonable and supportable past and forward-looking information that is
available without undue cost or effort. The expected credit loss is a
probability-weighted amount determined from a range of outcomes and takes into
account the time value of money.
Impairment of trade receivables
For trade receivables, expected credit losses are measured by applying an
expected loss rate to the gross carrying amount. The expected loss rate
comprises the risk of a default occurring and the expected cash flows on
default based on the ageing of the receivable.
The risk of a default occurring always takes into consideration all possible
default events over the expected life of those receivables ("the lifetime
expected credit losses"). Different provision rates and periods are used based
on groupings of historic credit loss experience by product type, customer type
and location.
Impairment of other receivables
The measurement of impairment losses depends on whether the financial asset is
"performing", "underperforming" or "non-performing" based on the Company's
assessment of increases in the credit risk of the financial asset since its
initial recognition and any events that have occurred before the year end,
which have a detrimental impact on cash flows.
The financial asset moves from "performing" to "underperforming" when the
increase in credit risk since initial recognition becomes significant.
In assessing whether credit risk has increased significantly, the Company
compares the risk of default at the year end with the risk of a default when
the investment was, originally, recognised using reasonable and supportable
past and forward-looking information that is available without undue cost.
The risk of a default occurring takes into consideration default events that
are possible within 12 months of the year end ("the 12-month expected credit
losses") for "performing" financial assets, and all possible default events
over the expected life of those receivables ("the lifetime expected credit
losses") for "underperforming" financial assets.
Impairment losses and any, subsequent, reversals of impairment losses are
adjusted against the carrying amount of the receivable and are recognised in
profit or loss.
Financial liabilities and equity
Financial liabilities and equity instruments are classified according to the
substance of the contractual arrangements entered into.
An equity instrument is any contract that evidences a residual interest in the
assets of the Company after deducting all of its liabilities.
Financial liabilities are classified as either:
• Financial liabilities at amortised cost; or
• Financial liabilities as at fair value through profit or loss
("FVTPL").
Any contingent consideration due in relation to acquisitions is measured at
FVTPL with all other financial liabilities measured at amortised cost and
include:
• Trade and other payables
• Contract liabilities
• Borrowings
• Lease liabilities
• Deferred consideration for acquisitions
Trade payables
Trade payables are obligations to pay for goods or services that have been
acquired in the ordinary course of business from suppliers.
Accounts payable are classified as current liabilities if payment is due
within one year or less (or in the normal operating cycle of the business if
longer). If not, they are presented as non-current liabilities.
They are, initially, recognised at fair value net of direct transaction costs
and, subsequently, held at amortised cost.
Contract liabilities
Contract liabilities comprise payments in advance of revenue recognition and
revenue deferred due to contract performance obligation not being completed.
They are classified as current liabilities if the contract performance
obligations payment are due to be completed within one year or less (or in the
normal operating cycle of the business if longer). If not, they are presented
as
non-current liabilities.
Contract liabilities are recognised, initially, at fair value, and,
subsequently, stated at amortised cost.
Borrowings
Borrowings are recognised, initially, at fair value, net of transaction costs
incurred and, subsequently, stated at amortised cost. Borrowing costs are
expensed using the effective interest method.
Equity instruments and share capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options
are shown in equity as a deduction, net of tax, from the proceeds.
Treasury shares
Where any Group Company purchases the Parent Company's equity share capital
(treasury shares), the consideration paid, including any directly attributable
incremental costs (net of income taxes), is deducted from equity attributable
to the Company's equity holders until the shares are cancelled, reissued or
disposed of.
These shares are held in a separate negative reserve in the capital section of
the consolidated statement of financial position. Any dividends payable in
relation to these shares are cancelled.
Where such shares are, subsequently, sold or reissued, any consideration
received, net of any directly attributable incremental transaction costs and
the related income tax effects, is included in equity attributable to the
Company's equity holders.
Dividends
Equity dividends are recognised when they become legally payable. Interim
dividends are recognised when paid. Final dividends are recognised when
approved by the shareholders at an Annual General Meeting.
Adjusted performance metrics and non-recurring charges/credits
Non-recurring charges/credits are disclosed separately in the financial
statements where it is necessary to do so to provide further understanding of
the financial performance of the Group. Transactions are classified as
non-recurring where they relate to an event that falls outside of the ordinary
activities of the business and where, individually or in aggregate, they have
a material impact on the financial statements.
In presenting our adjusted performance metrics, we also exclude the non-cash
charges/credits that relates to acquisition accounting and share-based
payments and the associated tax effect of these items.
Foreign currency
Transactions entered into by Group entities in a currency other than the
currency of the primary economic environment in which it operates are recorded
at the rates ruling when the transactions occur. Foreign currency monetary
assets and liabilities are retranslated at the rates ruling at the balance
sheet date. Exchange differences arising are recognised in the statement of
comprehensive income.
Revenue
The Group manufactures and distributes a range of electronic equipment.
Revenue comprises sales to external customers after discounts, excluding
value-added taxes.
The Group's performance obligations with respect to physical goods is to
deliver a finished product to a customer.
Revenue is recognised when control of the products has transferred, being when
the products are delivered to the customer, the customer has full control over
the products supplied, and there is no unfulfilled obligation that could
affect the customer's acceptance of the products.
Delivery occurs when the products have been shipped to the specific location,
the risks of obsolescence and loss have been transferred to the customer, and
either the customer has accepted the products in accordance with the sales
contract, the acceptance provisions have lapsed, or the Group has objective
evidence that all criteria for acceptance have been satisfied.
Where performance obligations have not be satisfied at the reporting date, any
advanced payments are recognised as contract liabilities.
For goods that are subject to bill and hold arrangements, this means:
• the goods are complete and ready for collection;
• the goods are separately identified from the Group's other stock
and are not used to fulfil any other orders; and
• the customer has specifically requested that the goods be held
pending collection.
Normal payment terms apply to the bill and hold arrangements.
Certain contracts contain distinct performance obligations, each of which
transfers control of goods or services to the customer. Where such distinct
performance obligations are present, revenue is recognised on each element in
accordance with the policy on the sale of goods. The service element of the
contract is usually insignificant in relation to the total contract value and
revenue is recognised when the service is complete.
Where this is not the case, revenue is recognised in proportion to the stage
of completion of the contract at the balance sheet date, where the terms of
the contract allow an invoicing, including a reasonable margin, in the event
of customer cancellation. The stage of completion is assessed by reference to
the contractual performance obligations with each separate customer and the
costs incurred on the contract to date in comparison to the total forecast
costs of the contract. Revenue recognition commences only when the outcome of
the contract can be reliably measured.
Revenue is only recognised to the extent that it is highly probable that a
significant reversal will not occur.
No element of financing is deemed present as the sales are made with a credit
term of 30 to 90 days, which is consistent with market practice. The Group
does not expect to have any contracts where the period between the transfer of
the promised goods or services to the customer and payment by the customer
exceeds one year. As a consequence, the Group does not adjust any of the
transaction prices for the time value of money.
The Group's obligation to provide a refund for faulty products under the
standard warranty terms is recognised as a returns provision. A receivable is
recognised when the goods are delivered as this is the point in time that the
consideration is unconditional because only the passage of time is required
before the payment is due.
Segmental reporting
Operating segments are reported in a manner consistent with the internal
reporting provided to the Executive Directors, who are responsible for
allocating resources and assessing performance of the operating segments.
A business segment is a group of assets and operations engaged in providing
products or services that are subject to risks and returns that are different
from those of other business segments.
A geographical segment is engaged in providing products or services within a
particular economic environment that are subject to risks and returns that are
different from those of segments operating in other economic environments.
The Executive Directors assess the performance of the operating segments based
on the measures of revenue, Profit Before Taxation ("PBT") and Profit After
Taxation ("PAT"). Central overheads are not allocated to the business
segments.
Government grants
Income received from government grants is recognised as "Other Income" within
operating profit in the statement of comprehensive income in the same period
as the staff costs to which the income relates. Government grant income is
only recognised once there is reasonable assurance both that the Group will
comply with any conditions and that the grant will be received.
Pensions
The pension schemes operated by the Group are defined contribution schemes.
The pension cost charge represents the contributions payable by the Group.
Current and deferred taxation
Income tax on the profit or loss for the year comprises current and deferred
tax.
Taxable profit differs from accounting profit because it excludes certain
items of income and expense that are recognised in the financial statements
but are treated differently for tax purposes. Current tax is the amount of tax
expected to be payable or receivable on the taxable profit or loss for the
current period. This amount is then amended for any adjustments in respect of
prior periods.
Current tax is calculated using tax rates that have been written into law
("enacted") or irrevocably announced/committed by the respective Government
("substantively enacted") at the period end date. Current tax receivable
(assets) and payable (liabilities) are offset only when there is a legal right
to settle them net and the entity intends to do so. This is, generally, true
when the taxes are levied by the same tax authority.
Because of the differences between accounting and taxable profits and losses
reported in each period, temporary differences arise on the amount certain
assets and liabilities are carried at for accounting purposes and their
respective tax values. Deferred tax is the amount of tax payable or
recoverable on these temporary differences.
Deferred tax assets and liabilities are recognised where the carrying amount
of an asset or liability in the statement of financial position differs from
its tax base, except for differences arising on:
• the initial recognition of goodwill;
• the initial recognition of an asset or liability in a transaction
which is not a business combination and at the time of the transaction affects
neither accounting nor taxable profit; and
• investments in subsidiaries and jointly controlled entities where
the Group is able to control the timing of the reversal of the difference and
it is probable the difference will not reverse in the foreseeable future.
Recognition of deferred tax assets is restricted to those instances where it
is probable that taxable profit will be available against which the
differences can be utilised.
The amount of the asset or liability is determined using tax rates that have
been enacted, or substantively enacted, by the statement of financial position
date and are expected to apply when the deferred tax liabilities/(assets) are
settled/(recovered).
Deferred tax assets and liabilities are offset when the Group has a legally
enforceable right to offset current tax assets and liabilities, and the
deferred tax assets and liabilities relate to taxes levied by the same tax
authority.
Share-based payment
Where share options are awarded to employees, the fair value of the options at
the date of grant is charged to the consolidated statement of comprehensive
income over the vesting period. Non-market vesting conditions are taken into
account by adjusting the number of equity instruments expected to vest at each
statement of financial position date so that, ultimately, the cumulative
amount recognised over the vesting period is based on the number of options
that eventually vest. Market vesting conditions are factored into the fair
value of options granted. As long as all other vesting conditions are
satisfied, a charge is made irrespective of whether the market vesting
conditions are satisfied. The cumulative expense is not adjusted for failure
to achieve a market vesting condition.
Where the terms and conditions of options are modified before they vest, the
increase in the fair value of the options, measured immediately before and
after the modification, is also charged to the consolidated statement of
comprehensive income over the remaining vesting period.
2. Critical accounting estimates and judgements
The preparation of financial statements requires the use of accounting
estimates, which, by definition, will seldom equal the actual results.
Management also needs to exercise judgement in applying the Group's accounting
policies and relevant legislation. This note provides an overview of the areas
that involved a higher degree of judgement or estimation complexity as noted,
and of items that are more likely to be materially adjusted due to assumptions
driving the estimates or judgements turning out to be wrong.
Carrying value of goodwill (estimation and judgement)
Goodwill arising from the acquisition of subsidiaries is assessed for
impairment for each identified CGU and is reviewed for impairment at least
annually. For the 2025 financial statements, the critical estimation was the
level of impairment for the Custom Power USA CGU. Note 13 provides a summary
of the key inputs that drove the estimation for the value in use assessment
including the growth rate and discount rate applied. Management has had to
apply significant judgement in the assessment of the potential impact of
future events where the timing of the cashflows is uncertain and could
materially impact the resulting impairment assessment. Management, with review
and input from the Audit Committee recognised an estimated impairment of
£2.7m based on the prudently sensitised base case assessment.
Provisions for slow-moving or obsolete inventories (estimation)
Inventories are carried at the lower of cost and net realisable value ("NRV").
NRV is reviewed in detail on an ongoing basis and provision for obsolete
inventory is made based on several factors including age of inventories, the
risk of technical obsolescence, the risk that customers default on customised
product and the expected future usage. This estimate is considered highly
judgemental as the profile of inventory holdings can vary significantly year
on year and market conditions (i.e. component shortages) can significantly
impact the estimation. An element of working capital risk can be mitigated
with receiving advance customer deposits; however, there remains a risk of
default and order cancellation.
Differences between such estimates and actual market conditions may have a
material impact on the amount of the carrying value of inventories and may
result in adjustments to cost of sales. In Note 15 we provide details of the
inventory provisions and the amounts written off to the consolidated statement
of comprehensive income in the year.
Year-on-year we have seen an increase in the gross inventory values held,
primarily due to a new franchise in the USA and the two acquisitions.
Subsequent to the increase in stock holdings as a result of previous supply
chain shortages there is a risk of the remaining inventory becoming excess or
obsolete. The absolute provisions have increased by £1.1m reflecting
increases in relation to specific customer allocated inventory and the ageing
profile, with the provision as an overall percentage of gross stock provided
for increasing by 1.4%.
Expected credit losses (estimation)
In accordance with IFRS 9, the Group is required to assess the expected credit
loss occurring over the life of its trade receivables. The Directors recognise
that the risk of credit default continues to be higher than historical norms
as the Group's receivables increase. The Group has experienced no material
credit losses in the reported period after careful credit management; however,
it has written off £0.4m of non-recoverable debt in the year compared to
£0.0m in the comparative period. As a result, the Directors have made a
judgemental assessment of the potential credit losses in the current business
environment. This includes macro-economic factors such as significant
movements in the USD exchange rate, tariff impacts and specific component
shortages impacting larger project delivery dates and the resultant impact to
customer cashflow.
In these financial statements the Directors have provided full disclosures of
the provisions for credit default in Note 21.
The calculation of the provision based on the Directors' judgemental
assessment of expected credit loss reflects a £0.5m decrease to the overall
figure from 2024 as a result of an improvement in the aging of receivables and
good recovery of balances specifically provided in 2024.
If the Group were to provide for all debt that is overdue according to agreed
credit terms, the recognised provision would increase by £0.8m to £1.3m.
Estimated useful life of intangible assets arising on acquisitions
(estimation)
The periods of amortisation adopted to write down intangible assets arising on
acquisitions (Note 12) requires estimates to be made in respect of the useful
economic lives of the intangible assets to determine an appropriate
amortisation rate.
Intangible assets arising on acquisitions are amortised on a straight-line
basis over the period during which economic benefits are expected to be
received, which is, typically, five to ten years.
The amortisation charge for intangible assets arising on acquisitions is
£1.9m; if the remaining useful economic lives of the acquired assets were
limited to 5 years the charge would increase by £0.1m.
Level of R&D expenditure that is eligible for R&D tax credits
(judgement)
Uncertainties exist in relation to the interpretation of complex tax
legislation, changes in tax laws and the amount and timing of future taxable
income. This could necessitate future adjustments to taxable income and
expense already recorded (Note 7).
At the year-end date, tax liabilities and assets reflect management's
judgements in respect of the application of the tax regulations, in particular
the R&D tax. In assessing our year-end corporation tax liability, we have
made a provisional assessment as to the likely amount of development
expenditure that will be eligible under the R&D tax credit scheme as the
detailed tax computations have not been finalised. The assumption reflects
that the level of R&D spend is comparable with the prior year submitted
R&D claims. The result of this is an RDEC credit of £0.5m (2024: £0.3m)
which has been recognised in Other Income.
Our estimated taxation exposure at year end assumed that the level of eligible
R&D spend was comparable with prior years. At 31 March 2025, the net
current and deferred tax position is an asset of £0.7m (2024: £2.5m
payable).
Due to the uncertainties noted above, it is possible that the Group's initial
R&D position is different to the final position adopted when the tax
computation is finalised, resulting in a different tax payable or recoverable
from the amounts provided.
Recognition criteria for capitalisation of development expenditure (judgement)
The Group capitalises R&D in accordance with IAS 38 (Note 12). There is
judgement in respect of when (or if) R&D projects meet the requirement for
capitalisation, which internal costs are directly attributable and, therefore,
appropriate to capitalise, and when the development programme is complete and
capitalisation should cease.
Amounts capitalised include the total cost of any external products or
services and labour costs directly attributable to the development programme.
Management judgement is involved in determining the appropriate internal costs
to capitalise that are directly attributable to the development programme.
If there is any uncertainty in terms of the technical feasibility, ability to
sell the product or any other risk that means the programme does not meet the
requirements of the standard the R&D costs are expensed within the
consolidated statement of comprehensive income.
Revenue recognition on customer contracts spanning financial periods (estimate
and judgement)
The Group continues to enter into contracts with customers that require
judgement on appropriate milestones to recognise the related revenue in
accordance with IFRS 15. These contracts are included within contract
liabilities, in addition to advance payments from customers, and there was a
£0.6m decrease in overall contract liabilities (Note 18) in the financial
year.
Key judgements can include the timing of the transfer of ownership of
inventory to the customer under bill-and-hold arrangements as well as the
determination of the appropriate contractual milestones and whether the
criteria have been met to recognise revenue. A further area of judgement is
whether revenue can be recognised on a costs incurred to date basis, plus a
reasonable margin to support revenue recognition over time. To apply a
percentage of completion methodology requires a reasonable estimation of the
total expected costs to complete and the contractual ability to recover the
costs to date plus a margin in the event of customer cancellation.
For material contracts that involve a significant level of judgement,
management from various business areas will document and communicate the key
judgement areas regarding ownership obligations, contractual commitments, and
any other relevant inputs to result in the recognition of revenue to the Audit
Committee to ensure this judgement is appropriately reviewed and challenged.
Share based payment charge (estimate and judgement)
The Group recognised a Share Based Payment credit of £0.4m in 2025. This
credit arises as a result of the reduction in the level of performance, which
means that a number of the share options are not expected to meet performance
conditions to vest which, in previous years, had been expected to vest.
If the performance were to improve sufficiently to see the options meet the
vesting criteria, the share based payments charge would be circa £1.2m
higher.
3. Revenue
The Group derives revenue from the transfer of goods at a point in time in the
following major product lines and geographical regions:
2025 2024
£'000 £'000
Geography
United Kingdom 75,071 69,921
Rest of Europe 14,719 55,360
Asia 3,538 8,759
North America 28,693 28,667
Rest of World 3,043 596
Total revenue 125,064 163,303
Product
Computing products 22,299 21,740
Communications products 19,800 53,530
Power products 29,041 28,120
Opto-electronics and electronic components and modules 53,924 59,913
125,064 163,303
£1.6m of revenue was recognised over time in proportion to the contractual
stage of completion and £123.4m at a point in time. See further segmental
disclosures in Note 31.
4. Operating profit
This has been arrived at after charging/(crediting):
2025 2024
£'000 £'000
Staff costs excluding share-based payments (see Note 5) 26,877 28,714
Share-based payment (credit)/ expense (375) 803
Depreciation of property, plant and equipment 1,407 1,581
Depreciation of right-of-use asset 1,114 1,040
Amortisation of intangible assets 2,758 2,291
Impairment of intangible assets 2,734 -
Loss/ (profit) on disposal of property, plant and equipment 56 (1)
Auditors' remuneration - audit fees 295 247
Research and development costs (includes relevant staff costs) 2,900 2,530
RDEC Credit (552) (277)
Foreign exchange expense 108 191
Stock write downs (see Note 15) 1,827 2,049
Acquisition of subsidiaries legal and due diligence 81 78
Other income from insurance claims (97) -
The foreign exchange differences have been treated as an adjustment to cost of
sales rather than as an overhead as they arise from sales income and
cost-of-sales expenditures. The impairment of intangible assets has been
included in the Sales, general and administration line in the Statement of
Comprehensive Income.
5. Staff costs
Staff costs for all employees during the year, including the Executive
Directors, were as follows:
2025 2024
£'000 £'000
Wages and salaries 22,085 24,485
Social security costs 2,374 2,331
Pension costs 2,418 1,898
Share-based payment (credit)/ charges (375) 803
Total staff costs 26,502 29,517
Wages and salaries include termination costs of £431k (2024: £375k).
The average monthly number of employees during the year, including the
Executive Directors, was as follows:
2025 2024
Number Number
Selling and distribution 168 158
Manufacturing and assembly 170 176
Management and administration 91 99
429 433
As the Group grows, we continue to invest in and develop the senior leadership
team, who are considered to be the key management personnel. Detailed
disclosures in relation to Non-Executive and Executive remuneration can be
found in the Remuneration Report.
This senior leadership team includes the Executive Directors. The key
management team and their total compensation, including employer's NI, totals
£1,738k (2024: £2,436k). The amount credited in respect of share-based
payments for key management personnel is £(308)k (2024: charge of £540k).
The amount charged in respect of defined contribution pension payments for key
management personnel is £92k (2024: £56k). Retirement benefits are accruing
to 4 Directors under money purchase schemes (2024: 4).
6. Finance costs
2025 2024
£'000 £'000
Bank borrowings 1,027 1,321
Interest on lease liabilities 113 139
Imputed interest 18 35
Interest income (144) (4)
Total finance costs 1,014 1,491
7. Tax expense
2025 2024
£'000 £'000
Analysis of total tax expense
Total tax (credit)/ charge (192) 3,281
(192) 3,281
Current tax expense
Group corporation tax on profits for the year 1,163 3,795
Adjustment in respect of prior periods (142) (80)
1,021 3,715
Deferred tax expense
Deferred tax expense (credited)/ charged to income statement (737) (190)
Adjustment in respect of prior periods (476) (244)
(1,213) (434)
Total tax (credit)/ charge to income statement (192) 3,281
Deferred tax expense credited to other comprehensive income (43) -
Total tax (credit)/ charge to comprehensive income (235) 3,281
The reasons for the difference between the actual tax charge for the year and
the standard rate of corporation tax in the UK applied to profits for the year
are as follows:
2025 2024
£'000 £'000
Profit before tax 320 12,187
Expected tax charge based on the standard rate of corporation tax in the 80 3,047
UK of 25% (2024: 25%)
Effect of:
Expenses not deductible for tax purposes 374 137
Non-taxable credit (59) (69)
Tax difference in relation to share options (222) (30)
Unrecognised tax losses 258 513
Adjustments in respect of prior years (618) (324)
Overseas tax rate differences (8) -
Foreign exchange 3 7
Total tax charge (192) 3,281
The UK corporation tax rate is 25%, effective from 1 April 2023 (2024: 25%).
The deferred tax liabilities and assets on
31 March 2025 and comparative figures from 31 March 2024 have been calculated
based on the 25% rate.
R&D tax credits
The Group recognised a credit of £552k (2024: £277k) within other income in
relation to claims made under the Research & Development expenditure
credit scheme ("RDEC").
8. Earnings per share
The earnings per share is based on the following:
2025 2024 2024
(Restated)(2)
£'000
£'000 £'000
Adjusted earnings post tax attributable to equity holders of the parent 3,563 11,646(1) 11,646(1)
Earnings post tax attributable to equity holders of the parent 512 8,872 8,872
Weighted average number of shares 56,826,189 56,708,181 11,372,709
Diluted number of shares 57,487,575 57,954,018 11,667,041
Reported EPS
Basic EPS from profit for the year 0.9p 15.6p 78.0p
Diluted EPS from profit for the year 0.9p 15.3p 76.0p
Adjusted EPS
Adjusted Basic EPS from profit for the year 6.3p 20.5p 102.4p
Adjusted Diluted EPS from profit for the year 6.2p 20.1p 99.8p
1 Calculated as Adjusted profit after taxation (£11,680k) excluding the
non-controlling interest profit (£34k).
2 Restated for the impact of the 4 for 1 bonus share issue, assuming it
was completed on 1st April 2023.
Earnings per ordinary share has been calculated using the weighted average
number of shares in issue during the year, assuming the October 4 for 1 bonus
issue occurred on 1 April 2024 to enable comparability. The weighted average
number of equity shares in issue was 56,826,189 (2024 on consistent basis:
56,708,181; 2024 as disclosed: 11,372,709) net of the treasury shares
disclosed in Note 27. 157,500 vested and 1,572,000 unvested options are not
included in the dilution calculation as deemed anti-dilutive. The post tax
earnings are attributable to shareholders of Solid State PLC excluding
non-controlling interests.
The diluted earnings per share is based on 57,487,575 (2024 on consistent
basis: 57,954,018; 2024 as disclosed: 11,667,041) ordinary shares which allow
for the exercise of all vested dilutive potential ordinary shares.
The adjustments to profit made in calculating the adjusted earnings are set
out in Note 30.
9. Dividends
2025 2024
£'000 £'000
Prior year final dividend paid of 14.5p per share (2024: 13.5p) 1,650 1,529
Current year interim dividend paid of 0.83p per share (2024: 7p) 474 794
Cancelled dividends on shares held in treasury (5) (1)
2,119 2,322
Final dividend proposed for the year 1.67p per share (2024: 14.5p) 953 1,650
The post bonus share issue equivalent for the prior year final 14.5p is 2.9p
per share and for the comparative 7p interim dividend is 1.4p per share.
The proposed final dividend has not been accrued for as the dividend will be
approved by the shareholders at the Annual General Meeting. Subject to
approval, the ex-dividend date will be 11 September 2025 with the cash payment
date 30 September 2025.
10. Property, plant and equipment
Year ended 31 March 2025 Land and Buildings Short Motor Vehicles Fittings, Equipment and Computers Total
£'000 Leasehold Property Improvements £'000 £'000 £'000
£'000
Cost
1 April 2024 488 2,695 1,191 6,463 10,837
Foreign exchange - (3) - (35) (38)
Acquisitions - - 51 265 316
Additions - 1,083 346 1,109 2,538
Disposals - - (337) (176) (513)
31 March 2025 488 3,775 1,251 7,626 13,140
Depreciation and impairment
1 April 2024 488 1,507 510 4,103 6,608
Foreign exchange - (1) - (14) (15)
Charge - 234 209 964 1,407
Impairment - - - - -
Disposals - - (208) (139) (347)
31 March 2025 488 1,740 511 4,914 7,653
Net book value
31 March 2025 - 2,035 740 2,712 5,487
Year ended 31 March 2024 Land and Buildings Short Motor Vehicles Fittings, Equipment and Computers Total
£'000 Leasehold Property Improvements £'000 £'000 £'000
£'000
Cost
1 April 2023 496 2,071 997 6,179 9,743
Foreign exchange (8) (2) - (22) (32)
Additions - 627 245 830 1,702
Disposals - (1) (51) (524) (576)
31 March 2024 488 2,695 1,191 6,463 10,837
Depreciation and impairment
1 April 2023 - 1,172 385 3,468 5,025
Foreign exchange - - - (8) (8)
Charge - 335 167 1,079 1,581
Impairment 488 - - - 488
Disposals - - (42) (436) (478)
31 March 2024 488 1,507 510 4,103 6,608
Net book value
31 March 2024 - 1,188 681 2,360 4,229
11. Right-of-use lease assets
Year ended 31 March 2025 Land and Buildings Motor Vehicles/Other Total
£'000 £'000 £'000
Cost
1 April 2024 7,361 262 7,623
Acquisitions 205 - 205
Additions 3,422 64 3,486
Disposals (1,826) (213) (2,039)
Foreign exchange (63) - (63)
31 March 2025 9,099 113 9,212
Depreciation
1 April 2024 3,871 166 4,037
Charge for the year 1,072 42 1,114
Disposals (1,826) (172) (1,998)
Foreign exchange (16) - (16)
31 March 2025 3,101 36 3,137
Net book value
1 April 2024 3,490 96 3,586
31 March 2025 5,998 77 6,075
Year ended 31 March 2024 Land and Buildings Motor Vehicles/Other Total
£'000 £'000 £'000
Cost
1 April 2023 4,775 220 4,995
Additions 2,595 59 2,654
Disposals - (17) (17)
Foreign exchange (9) - (9)
31 March 2024 7,361 262 7,623
Depreciation
1 April 2023 2,851 163 3,014
Charge for the year 1,020 20 1,040
Disposals - (17) (17)
31 March 2024 3,871 166 4,037
Net book value
1 April 2023 1,924 57 1,981
31 March 2024 3,490 96 3,586
12. Intangible assets
Year ended 31 March 2025 Development costs Computer software Patents and Trademarks Goodwill Acquisition intangible Assets Total
£'000 £'000 £'000 £'000 £'000
Cost
1 April 2024 3,617 1,270 - 29,411 15,370 49,668
Foreign exchange (1) (1) - (454) (161) (617)
Acquisitions - 1 - 588 1,197 1,786
Additions 846 199 157 - - 1,202
Disposals - (82) - - - (82)
31 March 2025 4,462 1,387 157 29,545 16,406 51,957
Amortisation
1 April 2024 2,176 621 - - 6,762 9,559
Foreign exchange - - - (21) (38) (59)
Charge for the year 654 194 1 - 1,909 2,758
Impairment - - - 2,734 - 2,734
Disposals - (3) - - - (3)
31 March 2025 2,830 812 1 2,713 8,633 14,989
Net book value
31 March 2025 1,632 575 156 26,832 7,773 36,968
The cost of acquisition intangible assets includes the estimated net present
value identified on acquisition of:
• customer relationships with a net book value of £6.7m and a
remaining useful economic life between one and eight years; and
• brand with a net book value of £1.9m and a remaining useful
economic life of approximately five years.
The cost of acquisition intangible assets comprises the estimated net present
value of customer relationships,
orderbook value and brand values identified on acquisitions. The development
costs relate to the cost of developing new products and technology to enable
the company to extend its operations into new growth areas. Any assets
developed that are no longer deemed to meet the recognition criteria of
development costs have been impaired.
Year ended 31 March 2024 Development Computer Goodwill Acquisition Total
costs software £'000 intangible £'000
£'000 £'000 assets
£'000
Cost
1 April 2023 2,593 1,087 29,726 15,475 48,881
Foreign exchange - (2) (315) (105) (422)
Additions 1,024 288 - - 1,312
Disposals - (103) - - (103)
31 March 2024 3,617 1,270 29,411 15,370 49,668
Amortisation
1 April 2023 1,911 455 - 4,952 7,318
Foreign exchange - 10 - (9) 1
Charge for the year 265 197 - 1,819 2,281
Disposals - (41) - - (41)
31 March 2024 2,176 621 - 6,762 9,559
Net book value
31 March 2024 1,441 649 29,411 8,608 40,109
Cost NBV
£'000 £'000
Systems Division commercial relationships 9,194 5,518
Components Division commercial relationships 7,212 2,255
31 March 2025 16,406 7,773
13. Goodwill and impairment
Details of the carrying amount of goodwill allocated to cash-generating units
(CGUs) are as follows:
2025 2024
£'000 £'000
Systems Division - UK 3,946 3,946
Systems Division - Custom Power USA 16,347 19,513
Systems Division - QPAR USA (see Note 34) 186 -
Components division 6,353 5,952
Total 26,832 29,411
The recoverable amounts of the above groups of CGUs, excepting Custom Power
USA, have been determined from a review of the current and anticipated
performance of these units using a value-in-use calculation over a period of
five years then a terminal value. In preparing the base case projection, a
pre-tax discount rate of between 11% and 12% (2024: between 11% and 12%) was
used based on the Group's estimated weighted average cost of capital.
Future growth rates of 5% to 20% based on the markets and a terminal growth
rate of 2.5% (2024: 2.5%) have been assumed beyond the first year. The
projection is based on the FY25/26 budget approved by the Board of Directors.
It has been assumed that investment in capital equipment will equate to
depreciation over this period. The key assumptions are the growth rates and
discount rates. The recoverable amount exceeds the carrying amount for the
Group by circa £100m (2024: £80.5m) in the base case. The UK groups of CGUs
have very significant headroom (in excess of 150%) and it is not considered
reasonably possible that changes to the assumptions would trigger an
impairment.
However, the Systems division Custom Power USA CGU has been adversely impacted
by post COVID de-stocking combined with higher customer churn, having exited
some low margin business and a few designs going to low value-add solutions.
In addition, the original integration plan was disrupted by the need to make
leadership and management changes in the US operations, which took longer than
originally anticipated. These factors, combined with the recent geopolitical
uncertainty, including rapid changes in US policy and tariffs, means that the
carrying value of the goodwill in relation to this CGU has been written down
by £2.7m in the period. The remaining goodwill associated with the USA
Systems CGU is $21.1m (2024: $24.6m) and the value in GBP recalculated at the
exchange rate at the reporting date is £16.3m (2024: £19.5m).
14. Subsidiaries
The subsidiaries of Solid State PLC included in these consolidated financial
statements are as follows:
Subsidiary undertakings Proportion of voting Nature of business
rights and Ordinary share capital held
Solid State Supplies Limited UK 100% Supply of electronic components
Steatite Limited UK 100% Supply of electronic components and manufacture of electronic equipment
Custom Power Holdings Inc USA 100% Holding company
Custom Power LLC(1) USA 100% Battery systems and energy solutions supplier
Solsta Holdings Inc USA 100% Holding company
Solid State US, Inc USA 100% Holding company
Steatite Systems Holdings Inc¹ USA 100% Holding company
Pacer Technologies Limited(3) UK 100% Non-trading entity
Pacer Components Limited(1) UK 100% Supply of opto-electronic components
Pacer USA LLC(1) USA 100% Supply of opto-electronic components
Willow Technologies Limited UK 100% Supply of opto-electronic components
American Electronic Components, Inc.(1) USA 100% Supply of opto-electronic components
Active Silicon Limited UK 100% Digital image design and manufacturing
Active Silicon, Inc.(1) USA 100% Manufacturing sales facility
Solid State Supplies Electronics Limited Ireland 100% Sales office
eTech Developments Limited UK 100% Engineering consultation
Q-PAR Antennas USA, LLC ¹ (2) USA 100% Distribution of Antennas Equipment
Gateway Electronic Components Limited(2) UK 100% Ferrite and magnetic components and solutions
Custom Power Limited(3) UK 100% Non-trading entity
Creasefield Limited(3) UK 100% Non-trading entity
Q-Par Angus Limited(3) UK 100% Non-trading entity
Ginsbury Electronics Limited(3) UK 100% Non-trading entity
Wordsworth Technology Kent Limited(3) UK 100% Non-trading entity
Solsta Limited(3) UK 100% Non-trading entity
Durakool Limited(3) UK 100% Non-trading entity
1 Indirect holdings. All other holdings are direct.
2 From acquisition date of 1 October 2024 for Gateway and 1 November
2024 for Q-PAR Antennas.
3 The non-trading entities are exempt from preparing
individual accounts under s394A and exempt from filing individual accounts
with the Registrar under s448A of the Companies Act.
Aside from the operations in the USA and Ireland identified above, the
countries of operation and of incorporation are England and Wales, with the
same registered office as Solid State PLC. The registered offices for
operations in the US and Ireland are listed below.
Subsidiary undertaking Registered office
Pacer USA LLC 913 10th Street, Elkhart, IN 46516, USA
American Electronic Components, Inc. 1101 Lafayette Street, Elkhart, Indiana, 46516, USA
Active Silicon, Inc. 479 Jumpers Hole Road, Suite 301, Severna Park, MD 21146, USA
Solid State Supplies Electronics Limited 3rd Floor Ulysses House, 23/24 Foley Street, Dublin 1, Dublin D01 W2T2,
Ireland
Custom Power Holdings Inc 10910 Talbert Ave, Fountain Valley, CA 92708, USA
Custom Power LLC 10910 Talbert Ave, Fountain Valley, CA 92708, USA
Solid State US, Inc 10910 Talbert Ave, Fountain Valley, CA 92708, USA
Steatite Systems Holdings Inc 10910 Talbert Ave, Fountain Valley, CA 92708, USA
Q-PAR Antennas USA, LLC 10910 Talbert Ave, Fountain Valley, CA 92708, USA
Solsta Holdings Inc. 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801
As set out in the Audit Committee Report, the 100% owned UK trading
subsidiaries are exempt from the requirements to have an audit and file
audited financial statements by virtue of Section 479A of the Companies Act
2006. In adopting the exemption, Solid State PLC has provided a statutory
guarantee to these subsidiaries in accordance with Section 479C of the
Companies Act 2006.
15. Inventories
2025 2024
£'000 £'000
Finished goods and goods for resale 23,807 21,748
Work in progress 4,432 3,336
Total inventories 28,239 25,084
The Directors are of the opinion that the replacement value of inventories is
not materially different to the carrying value stated above. These carrying
values are stated net of provisions of £5.2m (2024: £4.1m).
A provision increase of £1.8m (2024: £2.0m) was recognised in the cost of
sales during the year against inventory due to slow-moving and obsolete items.
£1.0m (2024: £3.0m) of inventory was written off against provisions held.
Inventory recognised in cost of sales during the year, as an expense, was
£75.9m (2024: £105.3m).
16. Trade and other receivables
2025 2024
£'000 £'000
Trade receivables 18,361 27,997
Other receivables 209 154
Prepayments 3,046 3,375
21,616 31,526
An impairment credit against trade receivables of £162k (2024: loss of
£407k) was recognised within operating costs during the year.
17. Trade and other payables
Note 2025 2024
£'000 £'000
Trade payables 10,071 10,011
Other taxes and social security taxes 1,252 3,945
Other payables 712 322
Accruals 4,985 7,366
Trade and other payables 17,020 21,644
Deferred consideration on acquisitions 21 181 -
17,201 21,644
18. Contract liabilities
2025 2024
£'000 £'000
Contract liabilities 5,847 6,460
The contract liabilities identified above relate to unsatisfied performance
obligations resulting from proforma and advanced customer payments where we
have not recognised the revenue and provisions for product returned for
rework. All these contract liabilities are expected to be recognised in the
subsequent financial year.
Revenue recognised within the year includes £3,556k (2024: £2,923k), which
was included within contract liabilities in the prior year. Completion date
slippages on larger programmes drives the remaining balance retained in
deferred income.
19. Bank borrowings and facilities
2025 2024
£'000 £'000
Current borrowings
Bank borrowings - overdraft facility - 2,056
Bank borrowings - term loans 8,634 1,342
Non-current borrowings
Bank borrowings 1,935 9,718
Total borrowings 10,569 13,116
2025 2024
£'000 £'000
Within one year 8,634 3,398
Between one and two years 1,935 7,734
Between two and five years - 1,984
Total borrowings 10,569 13,116
The bank facilities are secured by a fixed and floating charge over the assets
of the Company and the Group. At the balance sheet date, the Group had the
following facilities:
• The Group has a Term Loan of £6.5m entered into in August 2022 as
part of the Custom Power acquisition financing that is repayable in full in
August 2025. The full principal balance was utilised at year end. The Group
settled this facility in full as part of the post year-end refinance.
• The Group also entered into a Term Loan of £6.5m in August 2022
as part of the Custom Power acquisition financing that is repayable in
quarterly tranches over a five-year period. A principal balance of £3.25m was
outstanding at year end. The Group settled this facility in full as part of
the post year-end refinance.
• A revolving credit facility of £10.0m (2024: £10.0m) of which
£Nil (2024: £Nil) was drawn at the balance sheet date. This facility was
committed until November 2024 and was renewed in March 2024 to a November 2025
commitment date. This facility was superseded as part of the post year-end
refinance.
• The Group has a multi-currency overdraft facility of £5.0m (2024:
£5.0m), not utilised at year end (2024: £2.1m).
• The Group has a facility in the USA of $3.0m (2024: $3.0m) with a
principal balance of $1m drawn down in the period and outstanding at year end
(2024: $Nil). The Group settled this facility in full as part of the post
year-end refinance.
The multi-currency overdraft facility is in place to provide flexibility in
financing short-term multi-currency working capital requirements. This
facility is available to utilise as long as the overall balance netted across
all accounts in the bank nets to an overall position of £Nil or higher.
The Group's banking facilities are subject to three financial covenants,
being: leverage, debt service and a tangible net worth covenant. These
covenants were met at all measurement points throughout the period.
On the 18th of May 2025 the Group refinanced the existing facilities as
disclosed above with a new multicurrency RCF funded by Lloyds Bank PLC and
Comerica Bank. The facility is for £15.0m and is committed for three years,
with two optional twelve-month extension options, and can be drawn in other
optional currencies as well as GBP. An additional accordion commitment of
£10m can also be requested during the availability period. The multi-currency
overdraft facility of £5m remains in place as part of this agreement in
addition to the potential for short-term working capital support for specific
contracts by using a temporary net overdraft. The new facilities are subject
to leverage and debt service covenants.
20. Right-of-use lease liabilities
2025 2024
£'000 £'000
Current right-of-use lease liabilities 1,402 1,106
Non-current right-of-use lease liabilities 4,601 2,466
Total right-of-use lease liabilities 6,003 3,572
2025 2024
£'000 £'000
Within one year 1,402 1,106
Between one and two years 1,173 1,307
Between two and five years 2,888 1,159
Over five years 540 -
Total right-of-use lease liabilities 6,003 3,572
Lease liabilities relate to leased properties and vehicles and an analysis of
the undiscounted maturity analysis of the remaining lease payments is
presented in Note 21.
The following is a reconciliation of the Group's lease liabilities:
2025 2024
£'000 £'000
Right-of-use lease liabilities at 1 April 3,572 2,043
Additions 3,486 2,654
Acquisitions 205 -
Payments made (1,327) (1,237)
Discounting charge 113 139
Disposals - (17)
Foreign Exchange (46) (10)
Right-of-use lease liabilities at 31 March 6,003 3,572
Extension and termination options are included in a number of property leases
across the Group. Lease liabilities have been recognised up to the next lease
break point where the Group has the option to exit at that point in time. This
is re-assessed annually and when a decision has been made not to exercise a
break clause, the corresponding liability and asset are recognised
accordingly.
21. Financial instruments
The Group's overall risk management programme seeks to minimise potential
adverse effects on the Group's financial performance.
The Group's financial instruments comprise cash and cash equivalents and
various items such as trade payables and receivables that arise directly from
its operations. The Group is exposed through its operations to the following
risks:
• Credit risk
• Foreign currency risk
• Liquidity risk
• Cash flow interest rate risk
In common with all other businesses, the Group is exposed to risks that arise
from its use of financial instruments. This note describes the Group's
objectives, policies and processes for managing those risks. Further
quantitative information in respect of these risks is presented throughout
these financial statements.
The Board has overall responsibility for the determination of the Group's risk
management policies. The objective of the Board is to set policies that seek
to reduce the risk as far as possible without unduly affecting the Group's
competitiveness and effectiveness. Further details of these policies are set
out below.
Credit risk
The Group is exposed to credit risk, primarily, on its trade receivables,
which are spread over a range of customers and countries, a factor that helps
to dilute the concentration of the risk.
It is Group policy, implemented locally, to assess the credit risk of each new
customer before entering binding contracts. Each customer account is then
reviewed on an ongoing basis (at least once a year) based on available
information and payment history.
The maximum exposure to credit risk is represented by the carrying value of
receivables as shown in Note 16 and in
the statement of financial position. The amount of the exposure shown in Note
16 is stated net of provisions for doubtful debts.
The credit risk on liquid funds is low as the funds are held at banks with a
high credit rating assigned by international credit rating agencies.
Foreign currency risk
Foreign exchange transaction risk arises when individual Group operations
enter into transactions denominated in a currency other than their functional
currency. The general policy for the Group is to sell to customers in the same
currency that goods are purchased in, reducing the transactional risk. Where
transactions are not matched, excess foreign currency amounts generated from
trading are converted back to sterling and required foreign currency amounts
are converted from sterling. Forward currency contracts are not used
speculatively and are considered where the Group has a demand for foreign
currency that it can reliably forecast. The Group overdraft facility is
available on an individual currency basis. The replacement RCF facility agreed
post year end enables multi-currency debt funding to further mitigate
potential currency risks.
Liquidity risk
The Group operates a Group overdraft facility common to the majority of its UK
trading companies and intends to bring newer acquisitions into this facility.
This facility has a right of offset, so individual accounts in an overdraft
position can be netted from cash held in other accounts in the same bank to a
maximum position of £Nil in total.
The Group has, approximately, a three-month visibility in its trading and runs
a rolling six-month cash flow forecast.
If any part of the Group identifies a shortfall in its future cash position,
the Group has sufficient facilities that it can direct funds to the location
where they are required. If this situation is forecast to continue, remedial
action is taken.
Cash flow interest rate risk
External Group borrowings are approved centrally. The Board accepts that this
neither protects the Group entirely from the risk of paying rates in excess of
current market rates nor fully eliminates the cash flow risk associated with
interest payments. It considers, however, that by ensuring approval of
borrowings is made by the Board, the risk of borrowing at excessive interest
rates is reduced. The Board considers that the rates being paid are in line
with the most competitive rates it is possible for the Group to achieve. The
Group does not currently hedge interest rates on financing but monitors the
impact of rising interest rates and will put an instrument in place if
considered an effective risk mitigation.
Credit risk
The carrying amount of financial assets represents the maximum credit
exposure. The Group maintains its cash reserves at reputable banks. The
maximum exposure to credit risk at the reporting date was:
Loans and receivables 2025 2024
£'000 £'000
Trade and other receivables 18,570 28,151
Cash and cash equivalents 3,513 8,445
22,083 36,596
The maximum exposure to credit risk for trade receivables at the reporting
date by geographic region was:
Trade receivables exposure 2025 2024
£'000 £'000
UK 10,734 10,363
Non-UK 7,627 17,634
18,361 27,997
The Group policy is to make a provision against those debts that are overdue,
unless there are grounds for believing that all, or some, of the debts will be
collected. During the year, the value of provisions made in respect of bad and
doubtful debts was a charge of £428k (2024: £435k), which represented 0.3%
(2024: 0.3%) of revenue. This provision is included within the sales, general
and administration expenses in the consolidated statement of comprehensive
income. Trade receivables are written off where there is no reasonable
expectation of recovery. Indicators that there is no reasonable expectation of
recovery include, amongst others, the failure of a debtor to engage in a
repayment plan with the Group, insolvency or a lack of contact with the
customer.
Trade receivables ageing by geographical segment
Total Current 30 days 60 days 90 days
Geographical area £'000 £'000 past due past due past due
£'000 £'000 £'000
2025
UK 10,847 10,542 189 84 32
Non-UK 8,106 7,175 615 4 312
Total trade receivables 18,953 17,717 804 88 344
UK 113 45 - 41 27
Non-UK 479 133 59 4 283
Total provisions 592 178 59 45 310
Total 18,361 17,539 745 43 34
IFRS9
UK expected loss rate 1.04% 0.43% 0.00% 48.8% 84.4%
Non-UK expected loss rate 5.91% 1.85% 9.59% 100.0% 90.7%
Total Current 30 days 60 days 90 days
Geographical area £'000 £'000 past due past due past due
£'000 £'000 £'000
2024
UK 11,447 10,772 642 8 25
Non-UK 17,633 15,710 1,387 204 332
Total trade receivables 29,080 26,482 2,029 212 357
UK (213) (110) (82) - (21)
Non-UK (870) (616) (52) (1) (201)
Total provisions (1,083) (726) (134) (1) (222)
Total 27,997 25,756 1,895 211 135
IFRS9
UK expected loss rate 1.86% 1.02% 12.77% 0.00% 84.0%
Non-UK expected loss rate 4.93% 3.92% 3.75% 0.49% 60.54%
The Group records any provision for impairment losses on its trade receivables
separately from gross receivables. The movements on this allowance account,
during the year, are summarised below:
2025 2024
£'000 £'000
Opening balance 1,083 689
Acquisition of subsidiaries 47 -
(Decrease)/ Increase in provisions (161) 407
Written off against provisions (373) (10)
Foreign exchange (4) (3)
Closing balance 592 1,083
The main factor used in assessing the expected impairment losses of trade
receivables is the age of the balances and the circumstances of the individual
customer.
As shown in the earlier table, at 31 March 2025, trade receivables of £822k,
which were past their due date, were not impaired (2024: £2,241k).
Liquidity risk
2025 Carrying Contractual 12 months 1-2 2-5 5+
amount cash flow or less Years Years £'000 Years
£'000 £'000 £'000 £'000 £'000
Trade and other payables 17,882 17,882 17,882 - - -
Borrowings 10,569 11,143 9,101 1,374 668 -
Right-of-use lease liabilities 6,003 7,259 1,466 1,295 3,573 925
Deferred consideration on acquisitions 342 388 194 194 - -
Provisions 1,288 1,288 190 40 658 400
36,084 37,960 28,833 2,903 4,899 1,325
2024 Carrying Contractual 12 months 1-2 2-5 5+
amount cash flow or less Years Years £'000 Years
£'000 £'000 £'000 £'000 £'000
Trade and other payables 20,737 20,737 20,737 - - -
Borrowings 13,116 14,508 4,227 3,029 7,252 -
Right-of-use lease liabilities 3,572 3,879 1,139 1,403 1,337 -
Provisions 969 969 126 565 278 -
38,394 40,093 26,229 4,997 8,867 -
Movement in deferred 2025 2024 2025 2024 2025 2024 2025 2024
consideration on acquisitions
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Q-PAR Antennas Active Custom Power Group
1 April 2024 - - - 1,650 - 4,029 - 5,679
Initial recognition 723 - - - - - 723 -
Decrease in estimation - - - (21) - - - (21)
Settlement (400) - - (1,629) - (3,906) (400) (5,535)
Foreign Exchange 19 - - - - (123) 19 (123)
31 March 2025 342 - - - - - 342 -
The fair value hierarchy of financial instrument is considered as follows:
Level 1: The fair value of financial instruments traded in active markets
(such as publicly traded derivatives, and equity securities) is based on
quoted market prices at the end of the reporting period. These instruments are
included in level 1.
Level 2: The fair value of financial instruments that are not traded in an
active market (e.g. over-the-counter derivatives) is determined using
valuation techniques that maximise the use of observable market data and rely
as little as possible on entity-specific estimates. If all significant inputs
required to fair value an instrument are observable, the instrument is
included in level 2.
Level 3: If one or more of the significant inputs is not based on observable
market data, the instrument is included in level 3. This is the case for
unlisted equity securities.
All the Group's financial instruments as disclosed are considered to fall
under Level 1, except for the contingent consideration due on the 2025
acquisition of Q-PAR Antennas USA classed as a Level 3 instrument. The Fair
Value at the balance sheet date has been assessed as £Nil based on the
discounted future forecasts for the CGU.
In 2024, the deferred contingent consideration due on the Active acquisition
was classified as a Level 3 instrument and was fully settled in the
comparative period. In addition, the contingent consideration in relation to
Custom Power was recognised at £Nil value based on discounted future
forecasts and the required threshold was not reached in the comparative
period, so no potential liability remains.
Foreign currency risk
The Group's main foreign currency risk is the short-term risk associated with
accounts receivable and payable denominated in currencies that are not the
subsidiaries' functional currency. The risk arises on the difference in the
exchange rate between the time invoices are raised/received and the time
invoices are settled/paid. For sales denominated in foreign currencies the
Group will try, as far as practical, to ensure that the purchases associated
with the sale will be in the same currency.
All monetary assets and liabilities of the Group were denominated in sterling
except for the following items, which are included in the financial statements
at the sterling value based on the exchange rate ruling at the statement of
financial position date.
The following tables show the Group net assets/(liabilities) exposed to US
dollar and euro exchange rate risk:
USD 2025 2024
£'000 £'000
Trade receivables 9,257 19,831
Cash and cash equivalents 1,870 (268)
Trade payables (6,974) (6,011)
4,153 13,552
EUR 2025 2024
£'000 £'000
Trade receivables 295 563
Cash and cash equivalents 393 541
Trade payables (236) (261)
452 843
The Group is exposed to currency risk because it undertakes trading
transactions in US dollars and euros (and immaterial transactions in other
currencies). The Directors do not, generally, consider it necessary to enter
into derivative financial instruments to manage the exchange risk arising from
its operations, but, from time to time, when the Directors consider foreign
currencies are weak and it is known that there will be a requirement to
purchase those currencies, forward arrangements are entered into. There were
no forward purchase agreements in place at 31 March 2025 (2024: £Nil) with
£Nil net exposure (2024: £Nil).
The effect of a strengthening of 10% in the rate of exchange in the currencies
against sterling at the statement of financial position date would have
resulted in an estimated net increase in pre-tax profit for the year and an
increase in net assets of, approximately, £419k (2024: £1,309k). In
addition, the effect of a weakening of 10% in the rate of exchange in the
currencies against sterling at the statement of financial position date would
have resulted in an estimated net decrease in pre-tax profit for the year and
a decrease in net assets of, approximately, £512k (2024: £1,599k).
Interest rate risk
The Group financed its ongoing business in 2024 through a revolving credit
facility and two term loans as described in Note 19. During the year, the
Group utilised the RCF facility at a floating rate of interest. The Group's
banking facilities with Lloyds Bank PLC incur interest at the rate of 2.55%
over Bank of England base rate. The Group is affected by changes in the UK
interest rate. As the loans are all based on variable interest rates, the fair
value of the Group's borrowings is not materially different to the book value.
In terms of sensitivity, if the ruling base rate had been 1% higher throughout
the year, the level of net interest payable would have been circa £160k
(2024: £172k) higher, and if 1% lower throughout the year, the level of
interest payable would have been lower by the same amount.
The RCF facility agreed post year end is tied to various base rates (including
SONIA, EURIBOR and SOFR) depending on the currency drawn, with a ratcheting
margin between 2.3% and 2.6% dependent upon leverage, so the charge will
remain sensitive to variable rates.
Capital risk management
The Group defines total capital as equity in the consolidated statement of
financial position plus net debt or less net funds plus deferred
consideration. Total capital at 31 March 2025 was £68,894k (2024: £69,291k).
The Group defines net (cash)/leverage as net (cash)/debt plus deferred
consideration, which totals £7,398k (2024: £4,671k). In calculating net
(cash)/debt, the Group has excluded the right-of-use lease liabilities of
£6,003k (2024: £3,572k) from its definition and calculation.
When managing its capital, the Group's main objectives are to safeguard the
Group's ability to continue as a going concern, to provide returns for
shareholders and benefits for other stakeholders, and to maintain an optimal
capital structure to reduce the cost of capital.
Consistent with others in the industry, the Group monitors capital based on
the gearing ratio. This ratio is calculated as leverage divided by total
capital. At 31 March 2025, the gearing ratio was 10.7% (2024: 6.7%).
The Group seeks to maintain a gearing ratio that balances risks and returns at
an acceptable level and to maintain sufficient funding to enable the Group to
meet its working capital and strategic investment needs in the light of
changes in economic conditions and the characteristic of the underlying
assets.
In making decisions to adjust its capital structure to achieve these aims, the
Group considers not only its short-term position, but also its long-term
operational and strategic objectives and sets the amount of capital in
proportion to risk.
The Group's gearing ratio at 31 March 2025 is shown below:
2025 2024
£'000 £'000
Cash and cash equivalents (3,513) (8,445)
Borrowings/bank overdrafts 10,569 13,116
Deferred consideration 342 -
Net debt 7,398 4,671
Share capital 2,854 569
Share premium account 28,300 30,581
Retained earnings 33,147 35,086
Other Reserves (64) (64)
Foreign exchange reserve (2,203) (1,515)
Shares held in treasury (538) (37)
Equity 61,496 64,620
Gearing ratio (net leverage/(equity + net leverage)/cash)) 10.7% 6.7%
22. Net debt
Year ended 31 March 2025 At Cash flow Other At
(£'000)
1 April non-cash movement 31 March 2025
2024
Bank borrowing due within one year (3,398) 2,514 (7,750) (8,634)
Bank borrowing due after one year (9,718) - 7,783 (1,935)
Total borrowings (13,116) 2,514 33 (10,569)
Deferred consideration on acquisition of subsidiaries within one year - 400 (581) (181)
Deferred consideration on acquisition of subsidiaries after one year - - (161) (161)
Cash and cash equivalents 8,445 (4,908) (24) 3,513
Net debt (4,671) (1,994) (733) (7,398)
2025 2024
£'000 £'000
Decrease in cash in the year (4,908) (3,751)
Increase in borrowings in the year (894) (2,126)
Repayment of borrowings in the year 3,408 3,741
Payment of deferred consideration on acquisitions 400 5,535
Net movement resulting from cash flows (1,994) 3,399
2025 2024
£'000 £'000
Net debt at 1 April 2024 (4,671) (8,117)
Net movement resulting from cash flows (1,994) 3,400
Deferred consideration (recognised)/ released (716) 21
Other non-cash movements (17) 25
Net debt at 31 March 2025 (7,398) (4,671)
Although the Group's banking facilities allow a right of offset between cash
balances held at the bank with overdraft balances at the same bank, the
overdraft balance at 31 March 2024 is presented as gross on the statement of
financial position rather than net in accordance with the Interpretations
Committee March 2016 Agenda decision on IAS 32 interpretation of cash-pooling
arrangements. No overdraft was utilised as at 31 March 2025.
Lease liabilities are excluded from the Group's definition of net debt and a
separate roll-forward of lease liabilities is presented in Note 20.
23. Deferred tax
The Group's deferred tax positions arise primarily on share-based payments,
accelerated capital allowances, capitalised development costs and intangible
assets arising on acquisition of subsidiaries:
2025 2024
£'000 £'000
At 1 April (1,374) (1,812)
Deferred tax arising on acquisition of subsidiaries (15) -
Credit/ (expense) for the year 737 190
Effect of changes to foreign exchange rates 43 4
Credit to Other Comprehensive Income 43 -
Deferred tax adjustment in respect of prior periods 476 244
Net deferred tax liability at 31 March (90) (1,374)
Deferred tax (liabilities)/assets in relation to:
Accelerated capital allowances on property, plant and equipment (618) (590)
Short-term timing differences on intangible assets (791) (1,596)
Share-based payments 540 604
Short-term timing differences 498 151
Losses carried forward 281 57
Net deferred tax at 31 March (90) (1,374)
Deferred tax assets 1,458 605
Deferred tax liabilities (1,548) (1,979)
Net deferred tax at 31 March (90) (1,374)
The movements in respect of deferred tax in the year were as follows:
Accelerated Short-term timing Share-based payments Short-term timing Losses carried forward Total
capital allowances differences on intangible assets £'000 differences £'000 £'000
£'000 £'000 £'000
At 1 April (590) (1,596) 604 151 57 (1,374)
Recognised on acquisitions - 15 - - - 15
Recognised in income statement (32) 777 (107) 349 225 1,212
Recognised in other comprehensive income - - 43 - - 43
Effect of changes to foreign exchange rates 4 13 - (2) (1) 14
At 31 March (618) (791) 540 498 281 (90)
The UK corporation tax rate is 25% (2024: 25%) effective from 1 April 2023,
which was substantively enacted on
24 May 2021.
The amount of the net reversal of deferred tax expected to occur next year is,
approximately, £0.8m (2024: £0.6m) relating to the timing differences
identified above.
A deferred tax asset of £209k (2024: £166k), in respect of the future tax
deduction that would be available based on the share price at the balance
sheet date compared to the share price at the date of grant of the options and
share bonus, which is used to calculate the share-based payments charge, was
recalculated in the year after initial recognition in 2022. There was a
calculated increase in the deferred tax asset of £43k (2024: £Nil), which
has been debited to other comprehensive income ("OCI") and treated as an
adjustment to profit. The share price post year end, when the shares are
exercised, may be higher/lower than at the balance sheet date; therefore, this
deferred tax asset is considered judgemental.
In addition, there is an unrecognised deferred tax asset in relation to
capital losses carried forward. The capital losses carried forward are,
approximately, £275k (2024: £275k). The associated deferred tax asset of,
approximately, £69k (2024: £69k) has not been recognised due to the
uncertainty over the recoverability. Trading losses of c. £2.7m with an
associated deferred tax asset of c. £0.8m have not been recognised.
24. Provisions
2025 2024
£'000 £'000
At 1 April 969 1,038
Dilapidations acquired on acquisitions at fair value 87 -
Recognition of dilapidation provisions 310 178
Provisions utilised during the year (3) (248)
Foreign Exchange - 1
Released to statement of comprehensive income (75) -
Provisions at 31 March 1,288 969
The Group has provided for property-related provisions, which include
obligations in respect of exited legacy premises and dilapidations provisions
it expects to exit at the end of the lease. Provisions are split into current
£190k (2024: £126k) and non-current £1,098k (2024: £843k).
25. Share capital
2025 2024
£'000 £'000
Allotted issued and fully paid 57,081,720 (2024: 11,376,644) ordinary shares 2,854 569
of 5p
The ordinary shares carry no right to fixed income, the holders are entitled
to receive dividends as declared and are entitled to one vote per share at
shareholder meetings.
2025 2024
Shares Value Shares Value
No. £'000 No. £'000
Share capital at 1 April 11,376,644 569 11,346,394 567
Bonus share issue 45,506,576 2,275 - -
Issue of new shares - - 12,000 1
Share options exercised 198,500 10 18,250 1
Share capital at 31 March 57,081,720 2,854 11,376,644 569
. At 31 March 2025, the number of shares covered by option agreements amounted
to 2,390,750 (2024: 2,091,750 restated for bonus issue; 418,350 as disclosed).
At the balance sheet date, there were 813,250 (2024: 640,250 restated for
bonus issue; 2024: 128,050 as disclosed) share options which had vested and
remained unexercised. 198,500 options were exercised in the current year
(2024: 91,250 restated for bonus issue; 2024: 18,250 as disclosed).
26. Reserves
Full details of movements in reserves are set out in the consolidated
statement of changes in equity. The total value of transaction costs incurred
that have been offset against the share premium account movement in the year
total £Nil (2024: £Nil).
The following describes the nature and purpose of each reserve within owners'
equity.
Reserve Description and purpose
Share premium Amount subscribed for share capital in excess of nominal value
Other reserves Capital redemption amount transferred from share capital on redemption of
issued shares. Settlement value with non-controlling interests in excess of
net asset carrying value
Retained earnings Cumulative net gains and losses recognised in the consolidated statement of
comprehensive income
Shares held in treasury Shares held by the Group for future staff share plan awards
Foreign exchange Foreign exchange translation differences arising from the translation of the
financial statements of foreign operations
Non-controlling interest Equity attributable to non-controlling shareholders
27. Treasury shares
At 31 March 2025, the Group held 419,121 (2024: 105,730 restated for bonus
issue; 2024: 21,146 as disclosed) shares in treasury with a cost of £539k
(2024: £37k). No shares have been cancelled.
2025 2024
No No
At 1 April 21,146 9,146
Purchase of shares into treasury 383,141 -
Issue of shares into treasury - 12,000
Bonus shares issued into treasury 28,784 -
Transfer of shares to the All Employee Share Plan (AESP) (13,950) -
At 31 March 419,121 21,146
28. Share-based payments
The amount credited to the income statement in respect of share-based payments
was £0.4m (2024: £0.8m charge).
The Company operates three long-term share incentive schemes set out below:
Long-term incentive plan ("LTIP"):
Normal LTIP awards of up to 125% of salary may be made to Executive Directors
and Senior management, as outlined in the Policy Table of the Remuneration
Report.
For all participants, awards will vest after three years in accordance with
the performance conditions applicable to each grant. Options are granted with
a contractual life of ten years and with a fixed exercise price of 5p equal to
the par value of the shares or as otherwise disclosed in the Remuneration
Report.
The performance conditions will be determined and set by the Remuneration
Committee in accordance with the remuneration policy. No award will vest below
threshold performance, and vesting will increase on a straight-line basis
between threshold, target and stretch.
On 8 November 2024 284,000 (2024: 282,000 post bonus issue; 2024: 56,400 as
disclosed) share options were granted to the Executive Directors under the
LTIP. The assessed fair value at the grant date was 2.05p per option (2024:
2.24p post bonus issue; 2024: £11.21 as disclosed). The fair value was
determined using a Black-Scholes model and the principal assumptions are set
out below. 214,000 LTIP options vested in the year and 53,500 were exercised
with an exercise price of 5p and a weighted average share price of 220p.
Principal assumptions 2025 2024
Weighted average share price at grant date in pence (post bonus) 213 237*
Weighted average exercise price in pence 5 5
Weighted average vesting period (years) 3 3
Option life (years) 10 10
Weighted average expected life (years) 3 3
Weighted average expected volatility factor 37% 37%
Weighted average risk-free rate 4.66% 4.31%
Dividend yield 1.20% 1.86%
* 1,185 as disclosed pre bonus issue
The expected volatility factor is based on historical share price volatility
over the three years immediately preceding the grant of the option. The
expected life is the average expected period to exercise. The risk-free rate
of return is the yield of zero-coupon UK government bonds of a term consistent
with the assumed option life.
Non-market performance conditions are incorporated into the calculation of
fair value by estimating the proportion of share options that will vest and be
exercised based on a combination of historical trends and future expected
trading performance. These are reassessed at the end of each period for each
tranche of unvested options.
Company Share Option Plan ("CSOP"):
Following the changes to the tax legislation, CSOP awards of up to the HMRC
tax-approved levels of £60,000 (2024: £30,000) may be made to senior staff
and Executive Directors, as outlined in the Policy Table of the Remuneration
Report. For all participants, awards will vest after three years in accordance
with the performance conditions applicable to each grant.
Options are granted with a contractual life of ten years and with a fixed
exercise price equal to the market value of the shares under option at the
date of grant or as otherwise disclosed in the Remuneration Report.
The performance conditions will be determined and set by the Remuneration
Committee in accordance with the remuneration policy. No award will vest below
threshold performance, and vesting will increase on a straight-line basis
between threshold, target and stretch.
On 7 November 2024, 286,000 (2024: 254,375 post bonus issue; 2024: 50,875 as
disclosed) share options were granted to the senior management under CSOP. The
assessed fair value at grant date of options granted during the year was 0.59p
per option (2024: 0.63p post bonus issue; 2024: 3.15p as disclosed). The fair
value was determined using a Black-Scholes model and the principal assumptions
are set out in the table below. 157,500 CSOP options vested in the year and
none were exercised.
Principal assumptions 2025 2024
Weighted average share price at grant date in pence 208 237*
Weighted average exercise price in pence 208 210**
Weighted average vesting period (years) 3 3
Option life (years) 10 10
Weighted average expected life (years) 3 3
Weighted average expected volatility factor 37% 37%
Weighted average risk-free rate 4.66% 4.31%
Dividend yield 1.2% 1.86%
* 1,185 as disclosed pre bonus issue
** 1,052 as disclosed pre bonus issue
Movement in share options during the year
There are also bought forward executive EMI options, which have vested.
145,000 (29,000 pre bonus issue) (2024: Nil) were exercised in the year with
an exercise price of 0.0002p and a weighted average share price of £2.43,
leaving 215,000 (43,000 pre bonus issue), which remain unexercised at 31 March
2025.
2025 2025 2024 2024 2024 2024
Number of options Average exercise price in pence Number of options Average exercise price in pence Number of options Average exercise price in pence
(restated)
(restated)
At 1 April 418,350 759 328,925 320 328,925 320
1 April restated for bonus issue 2,091,750 80 1,644,625 66 - -
Granted 570,000 103 538,375 115 107,675 988
Exercised (198,500) (1) (91,250) (118) (18,250) (592)
Cancelled/lapsed (72,500) - - - - -
At 31 March 2,390,750 85 2,091,750 76 418,350 759
The weighted average exercise prices of options exercisable at the end of the
period is 85p (2024 post bonus issue: 76p; 2024 as disclosed: 63p)). The
weighted average remaining contractual life of share options outstanding at
the end of the period is 7 years (2024: 7.5 years). A £0.4m credit was
posted to the income statement in respect of share options (2024: £0.8m
debit) due to the decrease in the market share price and the consequent change
in performance condition assumptions for the non-vested option schemes. As
at 31 March 2025, the total number of long-term incentive awards and share
options held by employees was 2,390,750 (2024: 2,091,750 post bonus issue;
2024: 418,350 as disclosed) as follows:
Option price pence/share Option period ending 2025 Number of options 2024 Number of options 2024 Number of options
(restated)
0.1p 31 March 2027 215,000 360,000 72,000
5p - 118p (pre bonus issue: 5p - 592p) 31 March 2030 226,750 280,250 56,050
5p - 210p (pre bonus issue: 5p - 1050p) 31 March 2031 371,500 389,000 77,800
5p - 251p (pre bonus issue: 5p - 1254p) 31 March 2032 508,625 526,125 105,225
5p - 237p (pre bonus issue: 5p - 1185p) 31 March 2033 518,875 536,375 107,275
5p - 208p 31 March 2034 545,000 - -
At 31 March 2,385,750 2,091,750 418,350
All Employee Share plan ("AESP"):
The AESP awards up to the HMRC tax approved levels to all UK employees. These
awards vest tax free from the AESP after at least three years but not more
than five years from the date of grant subject to continued
employment.
No share options were awarded in the year to the employees under the AESP
(2024: 69,750 restated for bonus issue; 13,950 as disclosed) with the award
taking place subsequent to the year end. The share price at the date of award
was Nil (2024: 265p restated for bonus issue; 1,325p as disclosed). As the
awards are effectively £Nil cost awards, the fair value is determined to
equal to the share price at the date of grant under the Black-Scholes model.
This resulted in a share-based payments charge of £Nil (2024: £185k) as part
of the total share-based payments charge.
29. Capital commitments
At 31 March 2025, there were capital commitments of £162k (2024: £23k).
30. Adjustments to profit
The Group's results are reported after several imputed non-cash charges and
non-recurring items. We have provided additional adjusted performance metrics
to aid understanding and provide clarity over the Group's performance on an
ongoing cash basis before imputed non-cash accounting charges. This is
consistent with how analysts and investors tell us they review our business
performance in presenting an adjusted profit metric adjusting for the
following items:
• Non-cash charges arising from share-based payments and the
amortisation and of acquisition intangibles and impairment of goodwill
• Non-recurring costs in relation to employee redundancy and
termination costs
• Non-recurring costs relating to acquisition costs (including fair
value adjustments and earn-out estimation changes)
• Tax effect of the adjusted items
• The movement via OCI of the deferred tax asset relating to the
future tax deduction that would be available
based on the share price at the balance sheet date compared to the share price
at the date of grant of options
and share bonus
2025 2024
£'000 £'000
Gross profit 39,327 51,827
Adjustments to gross profit - -
Adjusted gross profit 39,327 51,827
Operating profit 1,334 13,678
Adjustments to operating profit 4,700 3,358
Adjusted operating profit 6,034 17,036
Operating margin percentage 1.1% 8.4%
Operating margin percentage impact of adjustments 3.8% 2.1%
Adjusted operating margin percentage 4.8% 10.4%
Profit before tax 320 12,187
Adjustments to profit before tax 4,718 3,392
Adjusted profit before tax 5,038 15,579
Profit after tax 512 8,906
Adjustments to profit after tax 3,051 2,774
Adjusted profit after tax 3,563 11,680
Reported total other comprehensive (loss)/ income (133) 8,227
Adjustments to total other comprehensive income 3,008 2,774
Adjusted total other comprehensive income 2,875 11,001
2025 Components Systems Head office Total
£'000 £'000 £'000 £'000
Acquisition fair value adjustments, reorganisation and deal costs 117 314 - 431
Impairment of Goodwill - - 2,734 2,734
Amortisation of acquisition intangibles - - 1,909 1,909
Share-based payments - - (374) (374)
Imputed interest on deferred consideration unwind - 18 - 18
Adjustment to profit before tax 117 332 4,269 4,718
Current and deferred taxation effect (29) (79) (1,195) (1,303)
Non-recurring deferred tax credits in USA (364) - - (364)
Adjustments to profit after tax (276) 253 3,074 3,051
Movement of deferred tax asset re share price impact on options - - (43) (43)
Adjustments to total other comprehensive income (276) 253 3,031 3,008
All amortisation charges relating to acquisition intangibles have been
consistently classified into head office overheads to provide an accurate
representation of underlying divisional trading as presented to the Directors.
Reorganisation costs in 2025 relate to Group headcount rationalisation and
termination costs. Non-recurring tax credits arise from a change in
recognition for US entities following final 2024 tax return filing.
In evaluating our adjusted performance metric in respect of Earnings Per Share
("EPS"), the Board considers "Adjusted Fully Diluted EPS" to be the most
appropriate metric as our investors and the analysts who cover Solid State PLC
use this metric to monitor performance. However, we also recognise the equal
importance of the statutory metric of 'EPS' as the other relevant metric
(which includes the IFRS2 charge for the value gained from employees but
excludes the dilution so not to double count with the charge).
While we disclose "Fully Diluted EPS" and "Adjusted EPS" for completeness in
Note 8, these are not considered to be as appropriate metrics by the Board as
"'Reported' Fully Diluted EPS" reflects a double hit to the results of the
IFRS2 charge and the dilution and "Adjusted EPS" does not reflect either the
IFRS2 charge or the dilution, which clearly makes these metrics much less
appropriate when assessing performance.
2024 Components Systems Head Total
£'000 £'000 office £'000
£'000
Acquisition fair value adjustments within cost of sales - - - -
Acquisition fair value adjustments, reorganisation and deal costs 736 - - 736
Amortisation of acquisition intangibles - - 1,819 1,819
Share-based payments - - 803 803
Imputed interest on deferred consideration unwind - 34 - 34
Adjustment to profit before tax 736 34 2,622 3,392
Current and deferred taxation effect 73 - (691) (618)
Adjustments to profit after tax 809 34 1,931 2,774
Movement of deferred tax asset re share price impact on options - - - -
Adjustments to total other comprehensive income 809 34 1,931 2,774
Reorganisation costs in 2024 relate to the USA Components business
restructure. Acquisition fair value adjustments within cost of sales in 2024
relate to the unwind of the IFRS3 fair value uplift on stock to selling price
less cost to sell.
31. Segment information
The Group's primary reporting format for segmental information is aligned with
the Divisional management structure of the Group. We provide financial
information to enable Divisional management operational control and
consolidated data for Board decision making. The Components Division comprises
Solid State Supplies Limited, Pacer LLC, Pacer Components Limited, Willow
Technologies Limited, American Electronic Components, Inc and Gateway
Electronic Components Limited. The Systems Division includes Steatite Limited,
Custom Power LLC, Active Silicon Limited, Active Silicon Inc., eTech
Developments Limited and Q-Par Antennas USA LLC.
Year ended 31 March 2025 Components division Systems division Head Total
£'000 £'000 office Group
£'000 £'000
External revenue 55,299 69,765 - 125,064
Operating profit/(loss) 2,124 5,460 (6,250) 1,334
Adjusted operating profit/ (loss) 2,241 5,774 (1,981) 6,034
Profit/(loss) before taxation 2,134 5,414 (7,228) 320
Taxation 220 (148) 120 192
Profit/ (loss) after taxation 2,354 5,266 (7,108) 512
Consolidated statement of financial position
Assets 26,385 41,951 36,006 104,342
Liabilities (9,462) (22,695) (10,689) (42,846)
Net assets 16,923 19,256 25,317 61,496
Other
Capital expenditure:
Intangible assets 56 1,146 - 1,202
Intangible assets - acquisitions - 1 1,785 1,786
Tangible fixed assets 276 2,257 5 2,538
Tangible fixed assets - acquisitions - 316 - 316
Right-of-use assets 529 2,957 - 3,486
Right-of-use assets - acquisitions 205 - - 205
Depreciation and Impairment - PPE 434 972 1 1,407
Depreciation - right-of-use assets 153 961 - 1,114
Amortisation 138 711 1,909 2,758
Impairment of Intangibles - - 2,734 2,734
Share-based payments - - (375) (375)
Interest (10) 46 978 1,014
No individual customer contributed more than 10% of the Group's revenue in the
financial year ended 31 March 2025 (2024: One customer at £33.4m, 20%).
Year ended 31 March 2024 Components division Systems division Total
£'000 £'000 Head Group
office £'000
£'000
External revenue 59,834 103,469 - 163,303
Operating (loss)/ profit (682) 19,337 (4,977) 13,678
Adjusted operating profit 54 19,337 (2,355) 17,036
(Loss)/ profit before tax (748) 19,190 (6,255) 12,187
Taxation (553) (4,074) 1,346 (3,281)
Profit after taxation (1,301) 15,116 (4,909) 8,906
Consolidated statement of financial position
Assets 27,559 46,643 39,382 113,584
Liabilities (10,853) (26,404) (11,707) (48,964)
Net assets 16,706 20,239 27,675 64,620
Other
Capital expenditure:
Intangible assets 143 1,169 - 1,312
Tangible fixed assets 275 1,423 4 1,702
Right-of-use assets 156 2,498 - 2,654
Depreciation and Impairment - PPE 1,033 995 1 2,029
Depreciation - right-of-use assets 182 858 - 1,040
Amortisation 131 331 1,819 2,281
Share-based payments - - 803 803
Interest 67 146 1,278 1,491
External revenue by Total assets by Net capital expenditure
location of customer location of assets by location of assets
2025 2024 2025 2024 2025 2024
£'000 £'000 £'000 £'000 £'000 £'000
United Kingdom 75,071 69,921 90,642 101,179 3,322 2,779
Rest of Europe 14,719 55,360 - - - -
Asia 3,538 8,759 - - - -
North America 28,693 28,667 13,700 10,503 418 235
Other 3,043 596 - - - -
125,064 163,303 104,342 111,682 3,740 3,014
32. Related parties
There were no transactions with related parties during the period as Mr. P
Haining is no longer considered to be a related party for 2025. In 2024 fees
totalling £48k in respect of accountancy services and out of pocket expenses
were provided by The Kings Mill Practice, a firm of which Mr P Haining is the
proprietor. A balance of £5k was due to The Kings Mill Practice at 31 March
2024.
33. Acquisition accounting for Gateway Electronic Components
Book value Fair value Adjustment Fair value
£'000 £'000 to Group
£'000
Intangible assets 1 506 507
Property, plant and equipment 316 - 316
Right of use assets - 205* 205
Inventory 739 (191) 548
Trade and other receivables 463 (10) 453
Trade and other payables (572) (14) (586)
Right-of-use lease liabilities - (205)* (205)
Provision for dilapidations (40) (47) (87)
Deferred Taxation (82) (89) (171)
Cash and cash equivalents 800 - 800
Net assets on acquisition 1,625 155 1,780
Goodwill on acquisition 401
Discounted consideration 2,181
Discharged by:
Cash paid on acquisition 2,181
Total consideration 2,181
* GAAP alignment rather than fair value adjustment, split out for
information.
Solid State PLC acquired 100% of the Share Capital of Gateway Electronic
Components Limited ("Gateway") on the 2 October 2024. Gateway is based in
Nantwich (UK) and is a specialist in ferrite and magnetic components. The
entire share capital of the company was purchased for a consideration of
£2.2m, which, when adjusted for cash on the balance sheet, results in an
effective net consideration of £1.4m, fully settled in the current financial
year.
The fair value of intangible assets recognised is in relation to the brand
"Gateway" and the existing customer relationships and will be amortised over a
period of 7 years. The goodwill recognised represents the expected synergies
and opportunities of cross selling to customers between Gateway and the
existing Components division. The goodwill carrying value recognised on
acquisition is not amortised but is assessed for impairment at the end of each
reporting period.
The revenue and loss after tax for the post-acquisition period included in the
Statement of Comprehensive Income arising from Gateway's operations were
£1.4m and £0.1m, respectively. If the Group had acquired Gateway at the
start of the current financial year, the consolidated Group revenue would have
increased by £1.5m and the profit after tax by £0.1m.
The Group incurred acquisition related costs of £57k on legal fees and due
diligence costs, included in sales, general and administration expenses.
34. Acquisition accounting for Q-PAR Antennas USA
Book value Fair value Adjustment Fair value Fair value
$'000 $'000 to Group to Group*
$'000 £'000
Intangible assets - 884 884 691
Deferred tax asset - 238 238 186
Inventory - 62 62 48
Trade and other receivables 74 (5) 69 54
Trade and other payables (129) (2) (131) (102)
Cash and cash equivalents 116 - 116 90
Net assets on acquisition 61 1,177 1,238 967
Goodwill on acquisition 240 187
Discounted consideration 1,478 1,154
Discharged by:
Cash paid on acquisition 561 438
Short-term deferred consideration 750 586
Long-term deferred consideration 250 195
Gross consideration 1,561 1,219
Discounting (83) (65)
Discounted consideration 1,478 1,154
* Exchange rate at date of acquisition was 1.28
Solid State PLC (via Solid State US, Inc.) acquired 100% of the Membership
Interest Purchase of Q-Par Antennas USA LLC ("Q-Par") on 1 November 2024.
Q-Par is a US distributor in the provision of antenna systems and related
technologies, primarily for defence and security applications.
The entire membership interest, and therefore control, of the LLC was
purchased for a maximum consideration of $2.1m, including $1m of deferred
consideration (payable over three tranches in January 2025, November 2025 and
November 2026) and a $0.5m contingent earn-out payable on achievement of
certain performance targets.
The fair value of intangible assets recognised primarily relates to the value
of the existing customer relationships, with a smaller value attributed to the
brand 'Q-Par'. The goodwill recognised represents the strong relationships
with customers and opportunities to expand our USA presence in the Antenna
market. The goodwill carrying value on consolidation is not amortised but is
assessed for impairment at the end of each reporting period. If no impairment
is recognised, the initial asset recognised for deferred taxation will unwind
until it becomes a deferred tax liability when the local US amortisation
deduction is fully recognised.
The revenue and profit after tax for the post-acquisition period included in
the Statement of Comprehensive Income arising from Q-Par's operations were
$1.1m (£0.9m) and $47k (£37k), respectively. The Group incurred acquisition
related costs of $31k on legal fees and due diligence costs, included in
sales, general and administration expenses.
The $0.5m of contingent consideration is split into four separate target
hurdles of $125k and each becomes payable for certain hurdles between an
initial $3m last 12-month bookings target stepped up to $4.5m within the
24-month period post acquisition. Based on the information available to
management at the year-end date, this stretch hurdle is, currently, not
considered to be achievable, and the contingent consideration of $0.5m has
been removed from the goodwill calculations. The deferred consideration
amounts were discounted at an appropriate cost of debt and the impact was to
reduce the fair value of the consideration by $83k. The discounting will be
charged as a non-cash interest charge over the period of the deferment with
£18k charged to date.
The total cash settled to date is the initial consideration of $0.6m plus the
first $0.5m of deferred consideration totalling $1.1m (£0.8m). There are two
further deferred consideration tranches, each for $250k, to be settled in
November 2025 and November 2026.
35. Post balance sheet events
On the 18th of May 2025 the Group refinanced the existing facilities as
disclosed in Note 19 with a new multicurrency RCF funded by Lloyds Bank PLC
and Comerica Bank. The facility is for £15.0m and is committed for three
years, with two optional twelve-month extension options, and can be drawn in
other optional currencies as well as GBP. An additional accordion commitment
of £10m can also be requested during the availability period. The
multi-currency overdraft facility of £5m remains in place as part of this
agreement.
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