REG - Titon Holdings PLC - Unaudited Interim Results to 31 March 2025
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RNS Number : 6944G Titon Holdings PLC 30 April 2025
30 April
2025
LEI: 213800ZHXS8G27RM1D97
Titon Holdings Plc
Unaudited Interim Results for the six months to 31 March 2025
Titon Holdings Plc ("Titon", the "Group" or the "Company"), a leading
international manufacturer and supplier of ventilation systems and window and
door hardware, today announces its unaudited interim results for the six
months ended 31 March 2025 ("H1 2025").
Summary Financial Results (continuing operations(1))
£'000 H1 2025 H1 2024 Half-on-half % change FY 2024
(restated(1))
Revenue 7,647 7,824 (2.3%) 15,476
Gross profit margin 30.1% 27.5% 2.6% 28.0%
Underlying EBITDA(2) 257 (68) n/a 5
Underlying loss before exceptionals and tax (162) (544) 70.2% (916)
Exceptional items - (55) n/a (1,515)
Reported operating loss before income tax (162) (599) 72.9% (2,431)
Net cash and cash equivalents 2,851 2,232 27.7% 2,281
Highlights
· Group sales in the UK and Europe in H1 2025 were slightly ahead
of the Board's expectations.
o As expected, Group net revenues declined overall as a result of reduced UK
and US sales in our window and door hardware business while we rebuild the UK
window and door hardware sales team.
o However, mechanical ventilation systems sales rose by 10.9% against H1
2024, driven by strong growth in the more profitable UK domestic market.
· Gross profit margin improved to 30.1% (2024: 27.5%) as a result
of our continuing margin improvement initiatives and a focus in both divisions
on higher margin products and markets.
· Improved gross margins, together with tight cost control, led to
positive underlying EBITDA of £0.3m (H1 2024: underlying EBITDA loss of
£0.07m).
· Reduced loss before tax of £0.2m (2024: £0.6m).
· Cash balance of £2.9m at the end of the period (30 September
2024: £2.3m; 31 March 2024: £2.2m) following net cash generation from
operating activities and the net cash receipt of £0.7m from the sale of the
South Korean operations in December 2024.
· The Group continues to have no financial indebtedness at 31 March
2025, other than lease liabilities.
· Profit from discontinued operations amounted to £0.03m (2024:
loss of £0.12m).
Current Trading and Outlook
· The Group saw an improved financial trajectory in the first half
of the year, with multiple profitable months across both business units,
reflecting the strategic focus on higher-margin opportunities and disciplined
sales execution.
· Good progress was made across Titon's strategic programmes. The
order book continues to build, growing to in excess of £3m from £1.1m in the
last 12 months, margins have improved meaningfully, and our cash position has
strengthened.
· Whilst market headwinds and global macro-economic uncertainty
remain, we believe regulatory changes, particularly the implementation of new
building standards, will continue to drive demand for our products.
· Titon ended H1 2025 in a better position than it has been for
some years, with solid performances in both sales and orders in led by the UK
mechanical ventilation systems business. Our priority for the remainder of the
year is to maintain this momentum while rebuilding sales in our UK window and
door hardware division.
· The improvements we have made to profitability and cash flow are
enabling continued investment in business improvements and additional sales
resources. As a result, we remain confident in our ability to deliver
performance in line with the Board's expectations.
Commenting on the interim results, Chief Executive, Tom Carpenter said:
"I am pleased with the progress we are making as a Group. While we're not yet
at our destination, we are moving in the right direction and making meaningful
strides toward our goal of delivering 10% sales growth and a 15% net margin by
2028.
We have delivered positive EBITDA in the last six months and further
strengthened our cash position which allows us to invest our resources in
business improvement and growth.
If we maintain this momentum, I am confident we will meet the Board's
expectations for the year."
For further information please contact
Titon Holdings
Plc +44
(0) 1206 713800
Tom Carpenter (Chief
Executive)
Carolyn Isom (Chief Financial
Officer)
Shore Capital - Nominated Adviser and
Broker
+44 (0)20 7408 4090
Daniel
Bush
Tom Knibbs
The person responsible for arranging for the release of this announcement on
behalf of Titon is Carolyn Isom, Chief Financial Officer.
(1) The Group's H1 2024 results have been restated to classify the Group's
South Korean operations as a discontinued operation, consistent with the H1
2025 and FY 2024 reporting approach. Revenue and performance metrics,
including the changes reported in H1 2025 against H1 2024, stated in this
report therefore represent the continuing operations of the Group, excluding
the results of the Group's former South Korean subsidiary and associated
company.
(2)Underlying EBITDA is an alternative performance measure and is calculated
as operating loss before net finance costs, tax, depreciation, amortisation
and exceptional costs.
Titon Holdings PLC
Interim results for the six months to 31 March 2025
Group performance overview
Group sales for H1 2025 were slightly ahead of the Board's expectations at
£7.6m (2024: £7.8m). Strong sales growth of 10.9% in our mechanical
ventilation systems business - driven by improved execution and increased UK
demand - helped offset a 13.4% decline in window and door hardware sales,
which was primarily due to softer UK and US performance. Our overall order
book continued to grow, growing from £1.1m in March 2024 to exceeding £3m in
March 2025. These results reflect our continued strategic focus on
higher-margin opportunities and disciplined sales execution.
Profitability improved significantly year-on-year and was slightly ahead of
expectations, with net losses reduced to £0.2m (H1 2024 loss: £0.7m) and
positive underlying EBITDA(1) generated in H1 of £0.26m (2024: loss £0.07m.
Operating losses narrowed across both business units, supported by improved
gross margins and tighter cost control.
The Group's balance sheet remains robust, underpinned by strong cash reserves
and disciplined working capital management. As a result, we are
well-positioned to continue investing in growth initiatives while maintaining
financial resilience.
Operational review
Mechanical ventilation systems
Our mechanical ventilation systems business unit saw revenues rise by 10.9% to
£4.0m compared to the same period last year, driven by an increase of 20.5%
in UK sales. Sales in Europe declined by 21.3%, reflecting our strategic
decision to prioritise development in our more profitable domestic market.
Gross margin improved from 31.3% in H1 2024 to 34.0% in H1 2025.
Despite ongoing market challenges similar to those faced by our window and
door hardware business unit, we are encouraged by the considerable progress
achieved over the past six months. As this business unit is largely
project-based, we are pleased to report continued growth in the long-term
order book for our mechanical ventilation systems.
Window and door hardware
Overall revenues for our window and door hardware business unit decreased by 13.4% to £3.7m compared to the same period last year (2024: £4.2m). Sales declined by 17.0% in the UK and US Conversely, sales into Europe experienced growth of 19.9% relative to H1 2024. By focusing on higher-margin products, we successfully improved the gross margin from 24.4% in H1 2024 to 26.0% in H1 2025.
The market for window and door hardware continues to be challenging. However,
we believe that our UK decline is primarily due to poor sales coverage, the
sales team having reduced from 6 to 2 people, and legacy customer service and
systems challenges. We are actively rebuilding our sales team, having recently
employed a new sales team leader, with considerable experience in the
industry, and anticipate significantly improved sales coverage as the second
half of the financial year progresses. As well as this we are committed to
enhancing our internal processes to improve the overall customer experience.
Strategy
As we noted in the 30 September 2024 Annual Report, the management team and
the Board undertook a comprehensive review of the Group's strategy and
developed a clear 5-year strategy and turnaround plan to reposition the Group
for sustainable success.
Our long-term objective is to achieve sustainable 10% organic revenue growth
across the Group and reach an overall 15% net margin. The Group's turnaround
strategy is structured around nine targeted programmes covering margin
improvement, product roadmap and rationalisation, marketing, customer service,
business development, operational excellence, organisational development,
quality and finally company culture. Our strategy is delivering early results,
with improvements in our cost structure, gross margin, and product mix. UK
mechanical ventilation systems revenue has grown significantly, reflecting our
focus on consultative sales and delivering solutions. We acknowledge we have
further work to do with our UK window and door hardware sales. Over the past
six months we have also strengthened the leadership team and have launched
multiple initiatives to support our strategic programmes. We continue to
invest in product development.
Income statement
In the six months to 31 March 2025, Titon's net revenue (which excludes
inter-segment activity) decreased by 2.3% to £7.6 million (H1 2024: £7.8m).
Against the same period in 2024, sales of window and door hardware products
fell by 13.4% and mechanical ventilation systems products increased by 10.9%.
Gross margins grew to 30.1% (H1 2024: 27.5%) due to our continued focus on
product mix and geographical spread, as well as specific margin improvement
initiatives as defined in our strategy. Positive underlying EBITDA(1) of
£0.26m was generated (H1 2024 underlying EBITDA loss: £0.07m), whilst we
made a reduced operating loss of £0.18m (H1 2024 operating loss: £0.59m)
impacted by tighter cost controls.
The Group's loss per share for continuing operations, attributable to equity
holders of the parent, for the period was 1.44 pence (H1 2024: loss per share
of 5.07 pence) with the total loss after tax of £0.16m (2024 loss: £0.6m)
and minor apportionment to minority shareholders (2024: loss of £71,000).
Based on the performance of the Group in this period, the Board has decided it
is not appropriate to pay an interim dividend (2024: nil pence per share). We
feel this is prudent while the Group remains loss making; the dividend policy
will be reviewed once the Group returns to sustainable profitability.
Balance sheet and cash flow
Net assets, including non-controlling interests, were £10.8m (30 September
2024: £10.9m) with net cash of £2.9m (30 September 2024: £2.3m) which is
equivalent to 26.4% of net assets (30 September 2024: 20.9%). The Group had no
financial indebtedness at 31 March 2025, other than lease liabilities. The
Group owns its factory property in Haverhill which is carried in the balance
sheet at £1.6m and was valued in 2022 at £5.4m.
The half year saw net cash generated by operating activities of £0.06m (H1
2024: £0.25m). Cash generated by investing activities was £0.6m (H1 2024:
used in £0.05m), mainly due to the net cash proceeds from the sale of our
South Korean operations.
Net current assets were £6.4m at 31 March 2025 (30 September 2024: £5.9m)
with a Quick Ratio(2) of 1.96 (30 September 2024: 1.8).
Board
We note with deep sorrow the passing of John Anderson, the founder of the
Titon Group and former Director. His legacy and leadership have left a lasting
impact on Titon, and he will be remembered with great respect and gratitude by
all who had the privilege of working with him.
Employees
Our employees have shown resilience and a positive attitude in response to
structural and role changes. Restructures across the business have resulted in
higher quality, leaner and more focused teams.
Our annual review process has clarified individual contributions to the
Group's objectives, helping to align efforts across the business. We have
strengthened the UK mechanical ventilation systems sales team with experienced
hires and are actively rebuilding the UK window and door hardware sales team.
Operational improvements, including a revised planning process and a more
multi-skilled production team, have enhanced our ability to respond to
shifting customer demand and improved service levels.
Headcount is significantly lower than this time last year, staff turnover has
stabilised and, with significant improvement on our processes and systems, our
teams are well-positioned to meet future challenges.
The Board thanks all Titon employees for their continued commitment and
engagement in driving the company forward.
Investors
We held our AGM in March 2025 in Haverhill, and it was good to have the
opportunity to meet some of our shareholders and I appreciate their interest
in Titon.
Open communication with our investors is a cornerstone of our approach.
Throughout the year, we have continued to ensure regular engagement and
provided updates on our progress, an area we have focussed on enhancing this
year. We remain committed to transparency and welcome dialogue with our
shareholders as we continue to execute our strategy.
Principal risk and uncertainties
The key financial and non-financial risks faced by the Group are disclosed in
the Group's Annual Report and Accounts for the year ended 30 September 2024
within the Strategic Report (page 26) available at www.titon.com
(https://url.avanan.click/v2/___http:/www.titon.com___.YXAxZTpzaG9yZWNhcDphOm86NmY0ODlkZWZhMjIwYjY5MWFlNzdkYWJiYTc3NjIyOWE6NjphODk5OmZiNTc1OTlkNjhlOWVlZDJmYWY0YTVkMzBlYjE3MTJlZGFlZjg0MWU5YTBmNTE4MGU4NWFkZjM5MWUzZDUxZDg6cDpU)
. Assessments of exposure to financial and other risks are always difficult
given the uncertainties about the inflationary risks in the UK economy. The
Board has considered the potential impact of these matters on the Group's
specific circumstances, including current and potential cash resources
together with the diverse range of customers and suppliers, across different
geographic areas and markets. Consequently, the Directors continue to believe
that the Group is well placed to manage business risks successfully.
The Directors have reviewed the budgets, projected cash flows, principal risks
and other relevant information for a period of 12 months from the period end
date. Based on this review the Directors have a reasonable expectation that
the Group and Company have adequate resources to continue in operational
existence for a period of at least twelve months and beyond. For this reason,
the Directors believe it is appropriate to continue to adopt the going concern
basis in preparing the financial statements.
Outlook
The UK housing construction market is forecast to see a modest recovery in
2025, with the Construction Products Association projecting 5.5% growth.
Within UK mechanical ventilation systems, we believe that regulatory
requirements, particularly the implementation of new building standards such
as Part F (ventilation) and Part O (overheating), will continue to drive
demand for our products. Our strategy of consultative selling and delivering
complete ventilation system solutions has outperformed the wider market so far
this year, and we expect this momentum to continue into the second half of the
year.
In our UK window and door hardware business unit, further work is required,
and we are actively addressing this. However, with a strong product range and
a focussed commercial strategy, we believe we are well-positioned to return
this business unit to growth.
Ongoing improvements in margins and cash generation are enabling reinvestment
in business development and sales capability, which are critical to driving
long-term performance.
The Group is in a stronger position operationally and commercially than this
time last year. We remain confident in delivering performance in line with our
expectations for the full year.
On behalf of the Board
Tom Carpenter
Chief Executive
30 April 2025
Notes
(Non IFRS GAAP measures)
(1) EBITDA is measured as operating profit before net finance costs, tax,
depreciation and amortisation. Underlying EBITDA excludes exceptional items
set out in Note 8.
(2) The Quick Ratio measures liquidity and is calculated as follows: Current
Assets-less-Stocks divided by Current Liabilities.
Titon Holdings Plc
Consolidated Interim Income Statement
for the six months ended 31 March 2025
Restated
31.3.25 to 31.3.24 to 30.9.24
unaudited unaudited audited
£'000 £'000 £'000
Revenue 7,647 7,824 15,476
Cost of sales (5,343) (5,669) (11,143)
Gross profit 2,304 2,155 4,333
Distribution costs (238) (279) (1,106)
Administrative expenses (2,040) (2,166) (3,695)
Research and development expenses (212) (244) (465)
Other income 5 - 36
Underlying operating loss (181) (534) (897)
Finance expense (8) (10) 1
Finance income 27 - (20)
Underlying loss before income tax excluding exceptionals (162) (544) (916)
Exceptional Items - (55) (1,515)
Operating loss before income tax (162) (599) (2,431)
Income tax credit - 28 473
Loss for the year from continuing operations excluding exceptionals items (162) (515) (443)
Loss for the year from continuing operations including exceptional items (162) (570) (1,958)
Profit / (loss) for the year from discontinued operations 31 (115) (1,813)
Loss for the period (131) (685) (3,771)
Attributable to:
Equity holders of the parent (138) (614) (3,702)
Non-controlling interest 7 (71) (69)
Loss for the period (131) (685) (3,771)
Loss per share for continuing operations attributed to equity holders of the
parent:
Basic (1.44) (5.07) (17.41)
Diluted (1.44) (5.07) (17.41)
Consolidated Interim Statement of Comprehensive Income
for the six months ended 31 March 2025
Restated
31.3.25 to 31.3.24 to 30.9.24
unaudited unaudited audited
£'000 £'000 £'000
Loss for the period (131) (685) (3,771)
Other comprehensive income - items which may be reclassified to profit or loss
in subsequent periods:
Exchange difference on re-translation of net assets of overseas operations (4) (13) (2)
Total comprehensive loss for the period (135) (698) (3,773)
Attributable to:
Equity holders of the parent (135) (614) (3,703)
Non-controlling interest - (84) (70)
(135) (698) (3,773)
Total comprehensive loss for the year attributable to equity holders of
the parent arises from:
Continuing operations (166)
Discontinued operations 31
(135)
Titon Holdings Plc
Consolidated Interim Statement of Financial Position
at 31 March 2025
31.3.25 to 31.3.24 to 30.9.24
unaudited unaudited audited
£'000 £'000 £'000
Assets
Property, plant and equipment 2,587 2,913 2,765
Right-of-use assets 331 554 402
Intangible assets 762 862 825
Investments in associates - 2,326 -
Deferred tax assets 741 298 741
Total non-current assets 4,421 6,953 4,733
Inventories 3,362 5,794 3,496
Trade and other receivables 3,319 3,270 2,986
Cash and cash equivalents 2,851 2,232 2,281
Total current assets 9,532 11,296 8,763
Current assets reclassified as held for sale - - 788
Total Assets 13,953 18,249 14,284
Liabilities
Lease liabilities 228 333 329
Total non-current liabilities 228 333 329
Trade and other payables 2,764 3,703 2,759
Lease liabilities 150 160 150
Total current liabilities 2,914 3,863 2,909
Current liabilities directly associated with the assets held for sale - - 138
Total liabilities 3,142 4,196 3,376
Equity
Share capital 1,125 1,124 1,125
Share premium reserve 1,106 1,106 1,106
Capital redemption reserve 56 56 56
Foreign exchange reserve (27) 96 108
Retained earnings 8,551 11,681 8,540
Total equity attributable to the equity holders of the parent 10,811 14,063 10,935
Non-controlling interest - (10) (27)
Total equity 10,811 14,053 10,908
Total liabilities and equity 13,953 18,249 14,284
Titon Holdings Plc
Consolidated Interim Statement of Changes in Equity
at 31 March 2025
Share Share Capital Foreign exchange reserve Retained Total Non- Total
capital premium redemption reserve earnings controlling Equity
reserve interest
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
At 30 September 2023 1,123 1,096 56 109 12,320 14,704 60 14,764
Translation differences on overseas operations - - - (13) - (13) - (13)
Loss for the period - - - - (614) (614) (71) (685)
Total comprehensive - - - (13) (614) (627) (71) (698)
loss for the period
Share-based payment credit - - - - (24) (24) - (24)
Exercise of Share Options 1 10 - - - 11 - 11
Other - - - - (1) (1) 1 -
At 31 March 2024 1,124 1,106 56 96 11,681 14,063 (10) 14,053
Translation differences on overseas operations - - - 12 - 12 (1) 11
Loss for the year - - - - (3,088) (3,088) 1 (3,087)
Total comprehensive income / (loss) for the period - - - 12 (3,088) (3,076) - (3,076)
Dividends paid - - - - (57) (57) - (57)
Share-based payment expense - - - - 2 2 - 2
Exercise of share options 2 - - - - 2 - 2
Other (1) - - - - (1) (16) (17)
At 30 September 2024 1,125 1,106 56 108 8,540 10,935 (27) 10,908
Translation differences on overseas operations - - - (4) - (4) - (4)
Realised translation gains (131) 131 - - -
Loss for the period - - - - (131) (131) - (131)
Total comprehensive - - - (135) - (135) - (135)
loss for the period
Share-based payment credit - - - - - - - -
Exercise of Share Options - - - - 11 11 - 11
Disposal of non-controlling interest - - - - - - 27 27
At 31 March 2025 1,125 1,106 56 (27) 8,551 10,811 - 10,811
Titon Holdings Plc
Consolidated Interim Statement of Cash Flow
for the six months ended 31 March 2025
Restated Restated
31.3.25 to 31.3.24 to 30.09.24
unaudited unaudited audited
Note £'000 £'000 £'000
Cash generated from operating activities
Loss before tax from continuing operations (162) (599) (2,431)
Profit / (loss) before income tax from discontinued operations 31 (114) (1,813)
Depreciation of property, plant and equipment 237 263 531
Depreciation of right-of-use assets 78 97 195
Amortisation of intangible assets 122 126 240
Profit on sale of plant and equipment - (10) (12)
(Proft) / loss from disposal of investment (46) - 1,558
Share based payment - equity settled 11 (24) (22)
Finance income (27) - (1)
Finance costs 8 10 20
Share of associate's post-tax loss / (profit) 15 (30) 114
267 (281) (1,621)
Decrease in inventories 136 345 2,643
(Increase) / decrease in receivables (508) 525 698
Increase / (decrease) in payables and other current liabilities 45 (340) (1,118)
Cash (used in) / generated by operations (60) 249 602
Income taxes received 121 - -
Net cash generated by operating activities 61 249 602
Cash flows from investing activities
Purchase of plant and equipment (66) - (92)
Purchase of intangible assets (60) (62) (221)
Proceeds from sale of plant and equipment - 10 34
Proceeds from sale of South Korean operations 710 - -
Finance income 27 - 1
Net cash generated / (used in) by investing activities 611 (52) (278)
Cash flows from financing activities
Dividends paid to equity shareholders of the parent 4 - - (56)
Payment of lease liability (100) (192) (177)
Finance costs (8) (10) (20)
Exercise of share options - 12 12
Net cash used in financing activities (108) (190) (241)
Net increase in cash 564 7 83
Effect of exchange rate changes 6 (13) (25)
Cash at beginning of the period 2,281 2,238 2,238
Cash reclassified to assets held for resale - - (15)
Cash and cash equivalents at end of the period 2,851 2,232 2,281
Notes to the Condensed Consolidated Interim Statements
at 31 March 2025
1 Accounting policies
a) General information
Titon Holdings Plc (the 'Company') is incorporated and domiciled in England
and its shares are publicly traded on AIM. The registered office address is
894 The Crescent, Colchester Business Park, Colchester, Essex, CO4 9YQ. The
company's registered number is 1604952. The principal activities of the Group
are as described in Note 2.
The Board considers the principal risks and uncertainties relating to the
Group for the next six months to be the same as detailed in the last Annual
Report and Financial Statements to 30 September 2024. The Group's financial
risk management objectives and policies are consistent with those disclosed in
the consolidated financial statements as at and for the year ended 30
September 2024.
b) Basis of preparation
These condensed consolidated interim financial statements of the Group for the
six months ended 31 March 2025 comprise the Company and its subsidiaries
(together referred to as the 'Group').
The condensed consolidated interim financial statements have been prepared in
accordance with IAS 34 Interim Financial Reporting as adopted for use in the
UK and the requirements of the AIM Rules for Companies. Neither the six months
results for 2025 nor the six months results for 2024 have been audited nor
reviewed pursuant to guidance issued by the Auditing Practices Board. These
condensed Interim Group Financial Statements do not comprise statutory
accounts within the meaning of Section 435 of the Companies Act 2006. The
comparative figures for the year ended 30 September 2024 do not constitute
statutory accounts within the meaning of Section 435 of the Companies Act
2006, but they have been derived from the audited Report and Accounts for that
year, which have been filed with the Registrar of Companies. The independent
auditor's report on those accounts was unqualified, did not draw attention to
any matters by way of emphasis and did not contain a statement under Section
498(2) or (3) of the Companies Act 2006.
This report should be read in conjunction with the Group's Annual Report and
Accounts for the year ended 30 September 2024, which have been prepared in
accordance with International Financial Reporting Standards and
Interpretations (collectively IFRSs) as adopted in the UK.
These unaudited interim Group Financial Statements were approved for issue on
30 April 2025.
c) Accounting policies
These condensed consolidated interim financial statements have been prepared
in accordance with the recognition and measurement requirements of the UK
adopted international accounting standards.
In preparing these condensed consolidated interim financial statements the
Board have considered the impact of new standards which will be applied in the
2025 Annual Report and Accounts.
There are not expected to be any changes in the accounting policies compared
to those applied at 30 September 2024.
A full description of accounting policies is contained with our 2024 Annual
Report and Financial Statements, which is available on our website.
New accounting standards
The Group does not expect any other standards issued by the IASB, but not yet
effective, to have a material impact on the Group.
2 Revenue and segmental information
In identifying its operating segments, management generally follows the
Group's reporting lines, which represent the main geographic markets in which
the Group operates. The segment reporting below is shown in a manner
consistent with the internal reporting provided to the Board, which is the
Chief Operating Decision Maker (CODM). These operating segments are monitored,
and strategic decisions are made on the basis of segment operating results.
The Group operates in four main business segments which are:
Segment Activities undertaken include:
United Kingdom Sales of passive and powered ventilation products to housebuilders, electrical
contractors and window and door manufacturers. In addition to this, it is a
leading supplier of window and door hardware
South Korea Sales of passive ventilation products to construction companies
North America Sales of passive ventilation products to window and door manufacturers
All other countries Sales of passive and powered ventilation products to distributors, window
manufacturers and construction companies
Inter-segment revenue is transacted on an arm's length basis and charged at
prevailing market prices for a specific product and market or cost plus where
no direct comparative market price is available. Segment results include items
directly attributable to a segment as well as those that can be allocated on a
reasonable basis. Research and development entity-wide financial expenses are
allocated to the business activities for which R&D is specifically
performed. Administration Expenses are currently allocated to operating
segments in the Group's reporting to the CODM and include central and parent
company overheads relating to Group management, the finance function and
regulatory requirements.
The measurement policies the Group uses for segment reporting under IFRS 8 are
the same as those used in its financial statements.
The Group recognises revenue at a single point in time in its UK and US
subsidiary. The nature of business practice at its South Korean subsidiary
means that the Group recognises revenue there over time, this being at first
fix and second fix stages. As invoicing for both first fix and second fix
components usually takes place at the first fix stage, the revenue on the
second fix products is deferred in the Financial Statements until the point
that those second fix products are accepted by the customer.
The total assets for the segments represent the consolidated total assets
attributable to these reporting segments. Parent company results and
consolidation adjustments reconciling the segmental results and total assets
to the consolidated financial statements are included within the United
Kingdom segment figures stated.
Operating segment United North Europe and all other countries Consolidated
Kingdom America
£'000 £'000 £'000 £'000
6 months ended 31 March 2025
Segment revenue 6,422 191 1,136 7,749
Inter-segment revenue (102) - - (102)
Total revenue from continuing operations 6,320 191 1,136 7,647
Segment (loss) / profit (122) (17) 8 (131)
Tax credit - - - -
Loss for the period from continuing operations (122) (17) 8 (131)
Depreciation and amortisation 437 - - 437
Total assets 13,817 136 - 13,953
Total assets include:
Additions to non-current assets (other than financial instruments and deferred 126 - - 126
tax assets)
The South Korea Segment has been reclassified as discontinued operations.
IFRS 8 requires entity-wide disclosures to be made about the regions in which
it earns its revenues and holds its non-current assets which are shown below.
United Kingdom Europe USA and Canada Total
Revenues from continuing operations £'000 £'000 £'000 £'000
By entities' country of domicile 7,456 - 191 7,647
By country from which derived 6,320 1,136 191 7,647
Non-current assets
By entities' country of domicile 4,408 - 13 4,421
Operating segment United North Europe and all other countries Continuing operations South Korea Total
Kingdom America
£'000 £'000 £'000 £'000 £'000 £'000
6 months ended 31 March 2024
Segment revenue 6,386 461 1,228 8,075 1,283 9,358
Inter-segment revenue (251) - - (251) - (251)
Total Revenue 6,135 461 1,228 7,824 1,283 9,107
Segment (loss) / profit (493) 59 (165) (599) (115) (714)
Tax credit 28 - 28
Loss for the period (570) (115) (685)
Depreciation and amortisation - - - 466 20 486
Total assets 17,497 226 - 17,723 526 18,249
Total assets include:
Investments in associates 2,326 - - 2,326 - 2,326
Additions to non-current assets (other than financial instruments and deferred 62 - - - - 62
tax assets)
The South Korean Segment loss includes the Group's share of the post-tax loss
from the Group's associate undertaking, Browntech Sales Co. Ltd. Sales to
Browntech Sales Co. Ltd. of £1.49 million represented 12% of Group Revenue.
There were no other concentrations of revenue above 10% during the 6 months
ended 31 March 2024 (see Note 6 - Related party transactions).
IFRS 8 requires entity-wide disclosures to be made about the regions in which
it earns its revenues and holds its non-current assets which are shown below.
6 months ended 31 March 2024 United Kingdom Europe USA and Canada South Korea Total
Revenues £'000 £'000 £'000 £'000 £'000
by entities' country of domicile 7,363 - 461 1,283 9,107
by country from which derived 6,135 1,228 461 1,283 9,107
Non-current assets
By entities' country of domicile 4,339 - 23 2,591 6,953
Operating segment United North Europe and all other countries Consolidation
Kingdom America
£'000 £'000 £'000 £'000
For year ended 30 September 2024
Segment revenue 12,909 777 2,228 15,914
Inter-segment revenue (438) - - (438)
Total revenue from continuing operations 12,471 777 2,228 15,476
Segment (loss) / profit (737) 106 (285) (916)
Tax credit / (expense) 582 (14) - 568
(Loss) / profit for the period from continuing operations (155) 92 (285) (348)
Depreciation and amortisation 902 - - 902
Total assets 14,215 164 - 14,379
Total assets include:
Assets held for sale 788 - - 788
Additions to non-current assets (other than financial instruments and deferred 313 - - 313
tax assets)
The South Korea Segment has been reclassified as discontinued operations
IFRS 8 requires entity wide disclosures to be made about the regions in which
it earns its revenues and holds its non-current assets which are shown below.
For year ended 30 September 2024 United Kingdom Europe USA and Canada Total
Revenues from continuing operations £'000 £'000 £'000 £'000
by entities' country of domicile 14,699 - 777 15,476
by country from which derived 12,471 2,228 777 15,476
Non-current assets
By entities' country of domicile 4,720 - 13 4,733
3 Taxation
6 months 6 months Year to
to 31.3.25 to 31.3.24 30.9.24
£'000 £'000 £'000
Deferred tax:
Origination and reversal of temporary differences - 28 473
Income tax credit - 28 473
There has been no taxation recognised in the period (six months to 31 March
2024: 3.98%).
4 Dividends
The following dividends have been recognised and paid by the Company:
6 months 6 months Year to
to 31.3.25 to 31.3.24 30.9.24
Date Pence
Paid per share £'000 £'000 £'000
Final 2023 dividend 05.04.24 0.50 - 56 -
5 Earnings per ordinary share
Basic earnings per share has been calculated by dividing the profits or losses
attributable to shareholders of Titon Holdings Plc by the weighted average
number of ordinary shares in issue during the period, being 11,247,619 (six
months ended 31 March 2024: 11,245,619 year ended 30 September 2024:
11,247,056).
Diluted earnings per share (EPS) is calculated by dividing the profits or
losses attributable to shareholders by the weighted average number of ordinary
shares and potential dilutive ordinary shares during the period, being
11,247,619 at 31 March 2025, except that at this date, when the inclusion of
potential ordinary shares (POSs) in the calculation would increase the EPS, or
decrease the loss per share, from continuing operations, then these POSs are
anti-dilutive and are ignored in diluted EPS. Potential dilutive ordinary
shares at: six months ended 31 March 2024: 11,245,362 and year ended 30
September 2024: 11,247,056.
6 Related party transactions
Transactions between the Company and its subsidiaries, which are related
parties, have been eliminated on consolidation and are not disclosed in this
note. Transactions between subsidiary companies and the associate company,
which is a related party, were as follows:
Sale of goods Amount owed by related party
6 months 6 months Year to 6 months 6 months Year to
to 31.3.25 to 31.3.24 30.9.24 to 31.3.25 to 31.3.24 30.9.24
£'000 £'000 £'000 £'000 £'000 £'000
Browntech Sales Co. Ltd - 1,283 2,492 - - 47
There have been no additional significant or unusual related party
transactions to those disclosed in the Group's Annual Report for 30 September
2024.
7 Discontinued operations
a) Description
The Group completed the sale of its South Korean operations, the subsidiary
Titon Korea and the associate Browntech Sales Co. Ltd, 13 December 2024 where
all the conditions of the agreement were met by both parties and is reported
in the current period as a discontinued operation. The associated assets and
liabilities were consequently presented in the FY 2024 annual report as held
of sale.
Financial information relating to the discontinued operation is detailed
below.
b) Financial Performance and cash flow information
The financial performance and cash flow information presented are for the 6
months ended 31 March 2025, 6 months ended 31 March 2024 and 30 September
2024.
6 months to 31.3.25 6 months to 31.3.24 30.9.24
£'000 £'000 £'000
Revenue - 1,283 2,492
Cost of sales - (1,155) (2,298)
Gross profit - 128 194
Distribution costs - (29) (44)
Administrative costs (15) (244) (291)
Goodwill write-off - - (78)
Loss after income tax from discontinued operations (15) (145) (219)
Share of post-tax (loss) / profit from associate (15) 30 (114)
Write-down to adjust the carrying value of assets held for sale in associate - - (1,480)
to fair value less costs to sell
Gain on disposal 46 - -
Profit / (loss) from discontinued operations 31 (115) (1,813)
The following assets and liabilities were reclassified as held for sale in
relation to the discontinued operation as at 30 September 2024, in relation to
the subsidiary Titon Korea Ltd and associate Browntech Sales Co. Ltd:
31.3.25 31.3.24 30.9.24
£,000 £'000 £,000
Other receivables - 968 21
Amounts owed from related parties - - 47
Cash - 34 15
Total assets of subsidiary - 1,002 83
Investment in associate - 2,392 705
Total assets held for sale - 3,394 788
Trade payables - (309) (76)
Other payables - (753) (62)
Total liabilities - (1,062) (138)
Net liabilities of subsidiary - 448 (54)
The only asset held for sale relating to the Company's financial position as
at 30 September 2024 was the investment in associate of £705k shown above.
8 Exceptional items
6 months 6 months Year to
to 31.3.25 to 31.3.24 30.9.24
£'000 £'000 £'000
Restructuring costs - 55 216
Allowance for slow moving inventories - - 1,299
Exceptional items - 55 1,515
9 Liability statement
Neither the Group nor the Directors accept any liability to any person in
relation to the interim statement except to the extent that such liability
could arise under English Law. Accordingly, any liability to a person who has
demonstrated reliance on any untrue or misleading statement or omission shall
be determined in accordance with section 90A of the Financial Services and
Markets Act 2000.
Directors and Advisers
Directors
Executive
T Carpenter (Chief Executive)
C V Isom (Chief Financial Officer)
Non-executive
J Brooke (Group Non-Executive Chair)
J Ward
G P Hooper
Secretary and registered office
C V Isom
894 The Crescent
Colchester Business Park
Colchester
Essex
CO4 9YQ
COMPANY REGISTRATION NUMBER
1604952 (Registered in England & Wales)
WEBSITE
www.titon.com/uk/investors
auditor
MHA
6(th) Floor, 2 London Wall Place
London
EC2Y 5AU
NOMINATED ADVISER
Shore Capital and Corporate Ltd
Cassini House
57-58 St. James's Street
London
SW1A 1LD
BROKER
Shore Capital Stockbrokers Ltd
Cassini House
57-58 St. James's Street
London
SW1A 1LD
REGISTRARS AND TRANSFER OFFICE
MUFG Corporate Markets
Central Square
29 Wellington Street
Leeds
LS1 4DL
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