Unaudited Preliminary Results
Summary by AI BETAClose X
31 March 2026
Judges Scientific plc
("Judges Scientific", "Judges", the "Company" or the "Group")
UNAUDITED* PRELIMINARY RESULTS
Disappointing FY25, fundamentals intact, 10% dividend increase
Judges Scientific plc (AIM:JDG), a group focused on acquiring and developing companies in the scientific instrument sector, announces its final results for the year ended 31 December 2025.
Key financials
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Year ended 31 December |
2025 |
2024 |
Change |
|
Revenue |
£145.8m |
£133.6m |
+9.1% |
|
Adjusted** operating profit |
£28.0m |
£27.9m |
+0.4% |
|
Adjusted** basic earnings per share |
275.3p |
283.4p |
-2.9% |
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Cash generated from operations |
£33.0m |
£34.0m |
-2.9% |
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Final dividend per share |
82.3p |
74.8p |
+10.0% |
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Statutory operating profit |
£13.9m |
£16.7m |
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Statutory basic earnings per share |
82.7p |
156.7p |
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As at: |
31 Dec 2025 |
31 Dec 2024 |
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Adjusted** net debt (excl. IFRS 16) |
£(42.6)m |
£(51.7)m |
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Cash balances (inc. bank overdrafts) |
£19.4m |
£17.9m |
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Statutory net debt |
£(45.8)m |
£(55.7)m |
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Other financial highlights
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Organic*** revenue increased 6% compared with 2024 (up 2% ex. Geotek coring expedition). |
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· |
Organic*** order intake down 10% compared with 2024 (down 6% ex. Geotek coring expedition). |
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· |
Organic*** order book of 15.7 weeks (2024: 18.7 weeks and 16.9 weeks ex. Geotek coring expedition); total order book of 13.4 weeks. |
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· |
Cash conversion of 118% (2024: 122%). |
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· |
Proposed final dividend of 82.3p, totalling 115p for the year, an increase of 10%; covered 2.4 times by Adjusted earnings (2024: 2.7 times). |
Strategic Highlights
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· |
18% minority interest in Geotek do Brasil acquired for £1.9m plus earn-out capped at £0.7m. |
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· |
Strengthened executive team following the appointments of Rik Armitage as Group M&A Executive and John Dunne as a Portfolio Chief Executive. |
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· |
CEO succession in accordance with long-term planning with Dr Tim Prestidge replacing David Cicurel who moved to Non-Executive Chair. Ralph Elman becomes Deputy Chair. |
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Outlook
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· |
2026 commenced with a lower-than-desired order book and 2026 YTD order intake is 17% below the 2025 YTD comparative which was not affected by the US research funding freeze. |
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· |
US research funding restored by Congress but uncertainty remains on when funds will flow. |
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· |
Macro environment set to remain challenging in 2026. |
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· |
Fundamental drivers of our business and of our strategic model are unaffected. |
Ralph Elman, Deputy Chair of Judges Scientific, commented:
"2025 was another difficult year. Despite starting with a solid order book and delivering a Geotek coring expedition in the first quarter, the Group subsequently experienced a stark reduction in order intake in the USA, its largest market, as a result of uncertainties around federal funding for scientific research. Additionally, despite general resilience in industrial-focussed markets, H2 saw reduced investments in offshore wind which previously had been a strong growth driver.
Actions have been taken to improve those areas within our control, such as operational effectiveness and cost control, with management continuing to support the businesses to best position them for a return to growth as our end markets improve.
As announced in January, the Group started 2026 with a lower than hoped for order book, continued uncertainty around the timing of a recovery in the US, and no expectation of a coring expedition until early 2027. Notwithstanding this turbulence, the fundamentals of the Group, including resilient profitability and strong cash generation, remain intact."
Notes
* The financial information for 2025 is presented unaudited as the auditors have been unable to complete their work within the agreed timetable. The 2025 annual report and accounts are expected to be finalised in the next two weeks and no changes are expected to these results as part of the audit finalisation.
** Adjusted earnings figures exclude adjusting items relating to amortisation of acquired intangible assets, acquisition-related costs, share based payments and hedging of risks materialising after the end of the year. Adjusted net debt includes acquisition-related liabilities and excludes IFRS 16 liabilities.
*** Organic describes the performance of the Group including businesses acquired prior to 1 January 2024.
Investor Presentation
As previously announced, Judges Scientific is hosting a webinar, available to all existing and potential shareholders, covering the results for the year ended 31 December 2025, on 31 March 2026 at 5pm UK time. Investors can register for the webinar https://engageinvestor.com/event/697754de49250aebb0fae9ee
For further information please contact:
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Judges Scientific plc Tim Prestidge, CEO Brad Ormsby, CFO Tel: +44 (0) 20 3829 6970 |
Shore Capital (Nominated Adviser & Joint Broker) Stephane Auton Harry Davies-Ball Tel: +44 (0) 20 7408 4090
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Panmure Liberum (Joint Broker) Edward Mansfield William King Tel : +44 (0) 20 3100 2222
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Investec Bank plc (Joint Broker) Virginia Bull Carlton Nelson Tel: +44 (0) 20 7597 4000 |
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Alma Strategic (Financial Public Relations) Sam Modlin Rebecca Sanders-Hewett Joe Pederzolli Sarah Peters Tel: +44 (0) 20 3405 0205 |
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Notes to editors:
Judges Scientific plc (AIM: JDG), is a group focused on acquiring and developing companies in the scientific instrument sector. The Group consists of 25 businesses acquired since 2005.
The acquired companies are primarily UK-based with products sold worldwide to a diverse range of markets including: higher education institutions, scientific research facilities, manufacturers and regulatory authorities. The UK is a recognised centre of excellence for scientific instruments. The Group has received five Queen's Awards for innovation and export. The Group's companies predominantly operate in global niche markets, with long term growth fundamentals and resilient margins.
Judges Scientific maintains a policy of selectively acquiring businesses that generate sustainable profits and cash. Shareholder returns are created through the reduction of debt, organic growth and dividends.
For further information, please visit www.judges.uk.com
Chair's Statement
The year under review was disappointing. After a promising start with Geotek delivering a coring expedition during the first quarter, uncertainties caused by the US government's moves to restrict federal funding of scientific research severely affected our order intake, our sales, and our profits. This is the second successive year of challenging trading, and the fifth time in our twenty-year history that we have failed to deliver a record performance. However, this does not change the structural fundamentals which underpin the Group's businesses, nor our strategy for creating attractive shareholder returns, as set out below.
Despite these disappointing results, the Board remains committed to the Group's progressive dividend policy, and is recommending a final dividend of 82.3p, resulting in a total dividend of 115p in respect of 2025. This is a 10% increase on prior year (2024: 104.5p), whilst retaining a healthy cover of 2.4 times (2024: 2.7 times) adjusted earnings per share to enable sustained progression.
Strategy
The Group's strategy remains unchanged and is based on creating attractive returns for its shareholders through highly selective and carefully structured acquisitions, underpinned by diversified, solid, and growing, earnings and cashflows arising from existing businesses.
The Group's acquisition model is to acquire small and medium-sized niche scientific instrument manufacturers, paying a disciplined multiple of earnings, and to finance acquisitions, ideally, through existing cash resources and bank borrowings. We are highly selective in seeking to acquire businesses with a history of sustainable margins, profits and cashflows to obtain immediate and enduring earnings enhancement. It is paramount that acquisitions are completed only when the Directors are satisfied that the target business has sound underlying strengths with robust and defensible margins and can be acquired at a sensible multiple.
Post-acquisition, the Group provides a supportive and collaborative environment for these businesses to continue to prosper. Much effort is invested by the Group's leadership into helping their autonomous management teams to amplify the strengths of the businesses and drive continuous improvements in talent and leadership, product innovation, quality, manufacturing efficiency, sales effectiveness, and financial control. Organic revenue growth and operational improvements are an ever-growing component of long-term shareholder returns.
This business model, combined with disciplined execution, has generated excellent long-term returns for investors. Over the past 19 years, the Group has produced a total compound annual growth rate ("CAGR") for revenue of 19%, and an EBIT CAGR of 23%. The related Organic measures are 7% and 8% respectively. Allied to this sustained long-term performance, our disciplined approach to acquisitions has maintained Return on Total Invested Capital ("ROTIC") comfortably above 15%. Further, the Group's strong ability to convert profit into cash has enabled us to finance acquisitions with minimal dilution, and to maintain a policy of increasing the dividend by a minimum of 10% per year, subject always to our prudent approach to gearing and earnings cover. This has resulted in a CAGR for the dividend of 21% over the past 19 years, and total dividend distributions aggregating to 9.8 times the 2005 re-admission price of 100p.
Long-term Outlook
The Board regrets the impact on shareholders of the turbulence we are currently experiencing in our end markets driving successive year-end results below our expectations. Nonetheless, we remain confident in the strength of, and are fully committed to, Judges' business model. The global market for instrumentation and services supporting scientific research, and its applications in academia and industry, remain robust in the long-term. The underlying market drivers are rooted in the global expansion of higher education and investment in academic research, the expansion of such research into ever-wider scientific, corporate, and industrial applications, and the related demand for measurement tools to support the relentless drive for discovery and optimisation. Such secular growth drivers provide comfort that the Group will continue to deliver durable returns for its shareholders despite the occurrence of some short-term volatility.
Our team
In a second successive year of difficult trading, our resilience has relied on the hard work and competence of all our colleagues at every level in the Group. I trust our shareholders will join the Board in thanking them for their continuing efforts.
During the year, we reinforced our management team with the recruitment of Rik Armitage as Group Acquisitions Executive, and of John Dunne as a Portfolio Chief Executive. They both have many years of experience in their respective roles, and extensive knowledge of our sector.
In November we announced our succession plan, which had been in preparation for some years. David Cicurel has moved to Non-Executive Chair, and Dr Tim Prestidge has stepped up to the role of CEO. Since joining Judges in February 2023, Tim has greatly contributed to the development and functioning of the Group as a whole, and the Board firmly believes that he is the right person to lead Judges going forward.
Ralph Elman
Deputy Chair
30 March 2026
Chief Executive's Report
2025 Overview
2025 started under good auspices: the first quarter included the delivery of a coring expedition in Japan by our subsidiary Geotek. However, uncertainties caused by the US government's moves to restrict federal funding of scientific research severely affected both our order intake and the performance of the Group for the rest of the year.
Coring is an important and profitable component of the Geotek business which was acquired in 2022, and our expectation now is that expeditions should occur approximately three years out of four. To accurately interpret our performance, it is important to recognise that 2024 included an order for a coring expedition but no income, whereas 2025 includes revenue from a coring expedition but no order. We have tried to provide guidance within this report on how this impacts the figures and to generate meaningful comparisons.
The USA is a powerhouse of scientific research and is one of our key markets. Sales to the USA normally represent around 25% of our revenue, plus sales to global OEMs which are later exported to a final user in the USA. The drastic reduction in order intake related to the USA is the major feature of our trading in 2025, and has accentuated weaknesses in a small number of our businesses, on which management have concentrated their efforts to help.
To a lesser degree, despite a general resilience in industrial-focussed sectors, a few end markets to which the Group is exposed have also suffered softness. These include telecoms, with its well-documented cyclicality, and a pause in the growth of energy transition activities such as offshore wind and batteries for EVs and energy storage. In a normal year such pockets of sluggishness wouldn't noticeably affect the Group's overall performance, but the contraction of US demand has exacerbated their impact.
The EBIT of seven of our businesses progressed compared to 2025, including four that broke their record. These businesses were typically characterised as those with recently launched new products and services, and those with wider exposure to investment trends in commercial research and industrial processes.
However, twelve of our businesses regressed. Our focus with these businesses has been on them rigorously controlling those things that are within their control, such that they can better navigate those aspects that are not directly influenceable. Where regression has been driven primarily by external factors, businesses have been encouraged to rapidly adapt with faster innovation, redirecting resources to new markets and regions, and carefully controlling costs. Where regression has been caused in part by internal factors, businesses have been directed to urgently and decisively address the underlying issues through improvements in product performance and quality, operational effectiveness, talent development and cost reduction. While such changes may not drive instant results, we anticipate demonstrable improvements in 2026 from those businesses that have recently experienced product-specific trading challenges.
Notwithstanding the above, our commitment to disciplined investment across the Group for sustained long-term success remains undented, as we continue to focus on the four pillars of our decentralised organic growth model: hiring and developing strong talent, inspiring and supporting ambitious strategies, driving operational excellence, and ensuring robust governance and financial control. 2025 continued our emphasis around further embedding a culture of innovation, which we are confident will enable us to sustain our operating margin and, in the long term, result in a higher proportion of revenues being derived from patented products and processes.
Moderate short-term fluctuations of trading performance do not affect the conduct of our growth strategy but regular progress in our performance is a strategic goal that we regretfully missed in 2024 and 2025.
Order intake
Order intake is the main driver of our business. Organic order intake (on a like-for-like basis, excluding Geotek's coring expedition), saw progressive weakening throughout 2025. Order momentum reduced after a positive Q1 resulting in H1 order intake being up only 4% against its prior year comparative. This was flat by the end of August 2025 and finished down 6% for the full year. Total Organic order intake (including Geotek's coring expedition) was down 10% year on year.
The weakest region was the USA, down 23%; China/HK was up 8% following a weak 2024, the Rest of Europe up 6%, the UK down 9% and the rest of the World down 2%. The best absolute performances by country were achieved in India, Turkmenistan, Italy, Germany and China/HK, all growing by over £1m. The weakest came from the USA (£6m down), the Czech Republic, Brazil, Angola, the UK, Canada and Belgium, all down by more than £1m.
Nine businesses increased their order intake and thirteen saw a reduction. The US contraction affected our businesses to varying degrees with thirteen businesses regressing more than 10% and eight progressing more than 10%.
The Organic order book at the year-end represented 15.7 weeks of future sales against 18.7 weeks in 2024 (16.9 weeks excluding coring).
Revenues
Group revenues increased by 9% to £146m. Organic revenue increased 6% compared to 2024. On a like-for-like basis (excluding Geotek's coring expedition), Organic growth was only 2%. Nine businesses suffered a fall of their US revenue by over 25%.
Organic sales to the USA declined 22%, with the UK up 10%, China/HK up 7%, the Rest of Europe up 9%, and the Rest of the World up 34% but 15% excluding coring.
In country terms, the largest Organic decline was the USA down 22%. The best absolute performances by country were achieved in the UK, Germany, Israel, South Africa, Angola and India, growing by more than £1m each. The weakest came from the USA down £6m, followed by Malaysia, the Czech Republic, Belgium and Japan (excluding coring), all down more than £1m.
Profits
Given the operational leverage in the Group, the most important driver of Judges' operating margins is volume. While 2024 was a difficult year for Geotek, 2025 saw its EBIT contribution restored close to its acquisition EBIT. The other businesses combined saw EBIT fall by approximately a third, despite five of them delivering growth.
Overall, the Group's Adjusted Organic EBIT margin before central costs was maintained at 23.6% (2024: 23.6%) as the contribution of the coring expedition was offset by the stagnation in like-for-like Organic revenue coupled with increasing costs, partly attributable to the UK Government's 1.5% increase to employers' National Insurance Contributions ("NICs").
Adjusted profit before tax, including the contribution of the three businesses acquired in 2024, amounted to £24.4m (2024: £24.3m). Return on Total Invested Capital ("ROTIC") progressed to 17.8% (2024: 16.5%). Statutory profit before tax was £8.9m (2024: £13.0m), reflecting higher adjusting items.
The Group continued to invest in the improvement of its existing products and the development of new products. Investment in research and development amounted to £10.2m in 2025 (2024: £8.4m), equivalent to 7.0% of Group revenue (2024: 6.3%).
Adjusted earnings per share declined by 3% from 283.4p to 275.3p, with adjusted fully diluted earnings per share similarly reducing to 271.0p (2024: 278.7p). In addition to the more recent trading difficulties, over the past three years earnings have also been impacted by the increase in corporation tax rates from 19% to 25%, and the aforementioned raise in NICs, representing an increased tax contribution of c.£3m per annum. Statutory basic earnings per share were 82.7p (2024: 156.7p) and statutory diluted earnings per share was 81.4p (2024: 154.2p).
Cashflow
Cash conversion is an essential component of our business model. The combination of Covid and the war in Ukraine caused supply chain issues which were dynamically alleviated by pragmatic changes in our purchasing habits. This supported sales and our ability to satisfy customers, but resulted in a large increase in our working capital. Much effort has been deployed since 2024 to restore our cash conversion. Cash conversion reached 122% in 2024 as a result of these efforts but was flattered by a large advance payment for Geotek's coring expedition. Cash conversion in 2025 reached 118% despite the unwinding of this payment. If the coring expedition payment had occurred at the time of the expedition, conversion would have been 136% in 2025 and 104% in 2024.
Progress in conversion doesn't imply that our working capital, which was typically 10% of annual sales pre-Covid, has returned to normal, as it was still 16% at the end of 2025. Efforts will continue to deliver improvements, by sharing best practice in working capital management across the Group and driving manufacturing efficiencies.
Year-end cash balances were £19.4m compared with £19.6m (restated) at 31 December 2024. Adjusted net debt (excluding IFRS 16 lease liabilities but including sums still due in respect of acquisitions) at the year-end amounted to £42.6m (2024: £51.7m).
Corporate activity
As a buy and build focused group, the acquisition of new businesses is a fundamental feature of the Group's strategy. Executing this effectively ensures that long-term value is generated for shareholders. Judges follows a strict acquisition discipline and is highly selective in relation to both the long-term quality of any potential addition to the Group and the acquisition multiple ultimately paid. We are trusted to act decisively and to complete deals under the initial terms agreed.
For the businesses we acquire, the Group aims to amplify strengths and raise the bar where required, through offering advice and support wherever necessary, stimulating intra-group cooperation, participating in new product development, talent development and succession planning, and implementing robust financial controls. Predicated on solid governance and delivery against commitments, we empower subsidiary management teams with the autonomous running of their businesses. This has been a successful operating model for the Group, as management teams are given responsibility for their own destinies, as well as an environment in which they can thrive and share best practice.
The industry in which we operate contains a multitude of small global niches, as illustrated by the diverse nature of the Group's businesses. The UK is recognised in this arena as a centre of excellence for product innovation and manufacturing across many hundreds of world-leading small businesses. Over the past two decades Judges has built a strong reputation in this region as an ethical, experienced, and well-financed buyer, and a supportive and respectful home for businesses whose owners wish to sell. While Judges has also acquired businesses in the Rest of Europe and the USA, we acknowledge we are less well-known outside the UK and we are actively working to increase our profile in line with our global ambitions.
While acquisition-related activities continued throughout 2025, bringing deals to fruition was somewhat frustrated by the climate in our sector: we generally acquire cash rich companies with a strong track record of success, and the challenging market conditions are not encouraging sellers to hurry. However, we do not see this as indicative of a fundamental change in our target sector.
At the end of November, we purchased the 18% minority interest in Geotek do Brasil ("GdB") for a cash consideration of £1.9m (payable in 60 equal instalments) plus excess cash plus an earn-out capped at £0.7m. GdB operates Geotek's service business in Brazil.
Dividends
The Board is recommending a final dividend of 82.3p per share subject to approval at the forthcoming Annual General Meeting on 20 May 2026, which will make a total distribution of 115p per share in respect of 2025 (2024: 104.5p per share). The total dividend per share is 2.4 times covered by adjusted earnings per share (2024: 2.7 times). Our policy of increasing the dividend by a minimum of 10% per year remains sustainable as long as there is ample cover. The proposed final dividend, if approved by shareholders, will be payable on Friday 10 July 2026 to shareholders on the register on Friday 12 June 2026. The shares will go ex-dividend on Thursday 11 June 2026.
The Company's shareholders are reminded that a Dividend Reinvestment Plan (DRIP) is in place to enable shareholders to automatically reinvest their dividends into additional Judges shares should they so wish.
Trading environment
The long-term fundamentals supporting demand for scientific instruments and related techniques and services are positive. However, the markets across which Judges and its peers operate are also characterised by a degree of shorter-term variability, influenced mostly by government spending and corporate confidence, research funding, currency fluctuations, and the business climate in major trading blocs particularly the USA and China.
In the medium-term, the competing goals in the various jurisdictions where the Group operates, of stimulating recovery and of reducing ballooning government deficits, will likely increase uncertainty in worldwide research funding. Whilst it recently appeared that inflation could finally be under control, and that short-term interest rates were gradually being reduced, excessive government debt worldwide is an issue and may cause the return of austerity. In the more immediate future, the US research freeze may continue to depress the Group's order intake for an indeterminate period and the war in Iran could potentially impact our business.
As a large percentage of the Group's revenue is overseas, exchange rates have a significant influence on the Group's business. Judges' manufacturing costs are largely denominated in Sterling and most of the Group's revenue originates from countries where the standard of value is the US Dollar (approximately one half of total revenue) or the Euro (around one third of total revenue). The currency movements since the Brexit referendum vote in 2016 have had a positive influence on our margins and our competitiveness and exchange rates have continued to remain generally favourable to our Group but have entered a period of higher volatility. The Group typically hedges all of its expected exposure to the US Dollar and the Euro.
Outlook for 2026
Judges' business, and the scientific world in general, is very international and thrives on peace, cooperation, political stability and free trade. The macro environment took a further negative turn in 2025, many aspects of which appear set to continue in 2026, potentially exacerbated by repercussions from the current conflict in Iran. The uncertainty emanating from the USA is disruptive to our business and the reduction in federal funding of scientific research remains a source of great unpredictability in spite of recent congressional moves to restore it. The worldwide public sector continues to grapple with Covid-induced sovereign debt and it is not easy to compensate for the current reduction of orders relating to the USA.
The Group started 2026 with a lower-than-desired order book and order intake in the first 11 weeks of the year was 17% below the comparable 2025 intake, which was not yet affected by the US freeze. Trailing twelve months intake (excluding coring) is down 11%. Action has been taken to reduce costs and, as noted above, we continue to encourage commercial and operational improvements throughout our businesses, and to direct urgent progress at those businesses experiencing product-specific trading challenges in order to deliver demonstrable improvements this year. However, given the above headwinds and continuing wider macro uncertainties, as guided in the group's trading update in January 2026, the Board expects 2026 Adjusted EPS to be in the range of 200p - 250p. This range assumes the absence of a coring expedition until early 2027 and no recovery in trading in the USA.
The Board believes that the fundamental drivers of our business and of our strategic model are not affected by the short-term turbulence experienced in our sector, and that at some point the USA is bound to strive again for scientific predominance.
Succession
I wish to thank Ralph Elman, our long-standing colleague, for his excellent term as Chair and to congratulate our new CEO Tim Prestidge. He is highly qualified for the role, and I wish him great success at the helm of our Group.
In my final CEO report, I wish to thank the large number of our (sometimes patient) shareholders, colleagues, and advisers, who have helped make our progress from a £2m market capitalisation company a reality, delivering a 25% compound growth in shareholder value since 2005. Much of this is due to our culture of respect, integrity, discipline, frugality, patience, and courage. This is tested when the environment is turbulent, but I have every confidence that it will again deliver exceptional growth in the capable hands of the new management team.
David Cicurel
Retired Chief Executive
30 March 2026
New Chief Executive's statement
Long-term outlook
Despite the current challenging macro conditions, the fundamentals and secular drivers that support demand for scientific instruments and related techniques and services remain positive. While government funding commitments may fluctuate, the long-term global expansion of higher education and scientific research that has underpinned societal prosperity through technological advancement, and has sustained Judges' historical organic growth trends, will continue. Additionally, the best tools and scientific techniques developed for academic research invariably migrate to corporate and industrial-funded research sectors where demand is typically several-fold higher. Further, there is an ever-expanding number of commercial and industrial applications for these scientific techniques and technologies, driven by the enduring pursuit for automation, process control, and optimisation, all of which require increasingly precise measurement.
Judges' capacity for delivering durable returns for its shareholders - its acquisition methodology, its decentralised organic growth strategy, and the financial underpinnings of its business model - also remain firmly intact.
While sellers of successful cash-rich companies may be delayed by their performance in the current climate, there remains a vibrant population of such businesses, in the UK and internationally, serving diverse global niches for scientific instrumentation, with entrepreneurial founders continually adding to this pool of potential deals. Maintaining an agnostic approach around which niches to consider provides wide exposure to broader technology and growth trends. Executing highly selective and disciplined acquisition processes for businesses from this pool, capitalising on Judges' established reputation and its support for acquired businesses to flourish, can therefore continue indefinitely.
Of course, Judges cannot claim to influence the geopolitical and wider trading environment in which it operates. However, the four pillars of its decentralised organic growth model: hiring and developing strong talent, inspiring and supporting ambitious strategies, driving operational excellence, and ensuring robust governance and financial control, are all firmly within its sphere. Strong leadership throughout the Group's businesses actively lives and breathes the Judges' model, their disciplined ambition driving purposeful action in improving operational and commercial capability and innovating to ensure long-term sustained growth. They are supported by an experienced central team whose aim is to help them and amplify their successes, and who work particularly closely with those businesses experiencing challenges to urgently and decisively address underlying issues.
Rigorously and repeatably controlling those things within its control allows Judges to better navigate external factors that are beyond its control. Despite recent trading challenges, cash conversion is robust, enabling the rapid repayment of debt, the progressive dividend policy, and the targeting of a return to pre-Covid levels of working capital. The model remains strong.
It is a privilege to be given the opportunity to lead Judges into the next phases of its journey.
Tim Prestidge
Chief Executive
30 March 2026
Chief Financial Officer's Report
Key Performance Indicators
The Group's financial Key Performance Indicators ("KPIs"), aligned with its ability to deliver Organic growth, reduce acquisition debt, and fund dividend payments to shareholders, are Adjusted basic earnings per share, Adjusted operating margins, return on total invested capital ("ROTIC"), and cash conversion. The Group uses a further non-financial KPI, Organic order intake, which is its bellwether for short-term future financial performance. All five KPIs are commented on in this report.
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2025 |
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2024 |
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Adjusted basic earnings per share |
275.3p |
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283.4p |
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Adjusted operating profit margin |
19.2% |
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20.9% |
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Return on total invested capital |
17.8% |
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16.5% |
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Cash conversion |
118% |
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122% |
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Organic order intake |
-6% |
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+7% |
Alternative performance measures
The Group uses alternative performance measures ("APMs") to provide readers of the accounts with a clearer picture of the Group's actual trading performance and future prospects. Amongst these measures are:
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(1) |
Organic, which describes the performance of the Group including only those businesses acquired prior to the start of the comparative period. (For these accounts the reference date is 1 January 2024); |
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(2) |
Adjusted earnings figures, which exclude adjusting items (as disclosed in note 3); |
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(3) |
Adjusted net debt, which (a) includes acquisition payables not yet settled at the Balance sheet date, and (b) excludes IFRS 16 lease liabilities; and |
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(4) |
ROTIC and cash conversion, which are defined within the relevant sections of the report |
Reconciliation of Organic to Total
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2025 |
2024 |
2025 |
2024 |
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Revenue |
Revenue |
Adjusted Operating Profit |
Adjusted Operating Profit |
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£m |
£m |
£m |
£m |
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Organic |
134.3 |
127.2 |
25.7 |
26.5 |
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Acquisitions |
11.5 |
6.4 |
2.3 |
1.4 |
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Total |
145.8 |
133.6 |
28.0 |
27.9 |
Revenue
Group revenue was £145.8m (2024: £133.6m), an increase of 9%. Organic revenue grew by 6%, primarily due to the positive effect in Q1 of delivering a Geotek coring expedition substantially offset by the subsequent negative effects of cuts in US federal funding of academic research and other smaller headwinds. On a like-for-like basis organic revenue grew by 2% (2024: decline of 4%). Revenue from acquisitions reflected a full year of trading at Teer Coatings, Luciol, and Rockwash.
Across the Group's two reporting segments, Materials Science revenue was £71.9m (2024: £64.6m) and Vacuum revenue was £73.9m (2024: £69.0m).
Profits
Adjusted operating profit was flat at £28.0m (2024: £27.9m). This disappointing performance, despite the increase in revenue, was primarily a consequence of increased costs as the Group's businesses initially invested for growth only partially offset by the actions the Group took to reduce the higher cost base later in the year. The overall effect of flat profits with increased revenue was to deflate Adjusted operating margins to 19.2% (2024: 20.9%).
For a consecutive year, Sterling strengthened slightly against the US Dollar during 2025, with a more marked impact in the second half of the year. Whilst exchange rates continue to be reasonably positioned, this has added some downward pressure on the Group's competitiveness as an exporter.
Statutory operating profit reduced to £13.9m (2024: £16.7m), and statutory profit before tax reduced to £8.9m (2024: £13.0m). This primarily reflects the higher adjusting items detailed below.
Capitalisation of development costs
£1.8m (2024: £1.4m) of the Group's total R&D expense was capitalised in relation to development of new or significantly improved products. Amortisation on the total amounts capitalised (inclusive of prior years) was £1.2m (2024: £0.9m) reflecting an increase in the number of projects completed.
Adjusting items
£15.5m of pre-tax adjusting items were recorded in 2025 (2024: £11.3m). The main constituents were:
|
(1) |
£9.7m of amortisation of intangible assets recognised upon acquisition (2024: £9.2m), primarily arising as a result of acquisitions over the past 3 years; |
|
(2) |
A total £4.2m impairment, the circumstances of which are explained in the Impairment section, together with a related £2.0m credit arising from the reversal of an acquisition payable; and |
|
(3) |
A £1.4m reduction in the fair value of an interest swap asset, explained in the Finance costs section. |
Finance costs
Net finance costs (excluding adjusting items) totalled £3.6m (2024: £3.6m). The interest charge remained consistent reflecting lower overall debt, but with increased rates as certain interest rate swaps matured and were replaced with slightly higher rates. This is noted further in the Cashflow and net debt section.
Statutory net finance costs were £5.0m (2024: £3.7m). The increase in statutory net finance costs is primarily attributable to a reduction in the asset value relating to the Group's interest rate swaps, arising from lower interest rates. The changes in value of this asset are consistently recorded within adjusting items.
Taxation
The Group's tax charge arising from Adjusted profit before tax was £5.6m (2024: £5.1m). The effective tax rate on Adjusted profits was 23.0% (2024: 21.0%). This reflects the headline UK corporate tax rate of 25% partially offset by foreign tax rates and the Group's application of HMRC's Patent Box scheme to a degree comparable with 2024. 2024 additionally benefited from some one-off previously unrecognised tax losses.
Patent Box offers a significantly reduced rate of corporate tax compared with the existing headline UK rate, and in 2025 was utilised by two of the Group's companies (2024: two companies). The Group's increasing focus on innovation is likely to result in more of its businesses applying for, and being granted, patents. This aligns with the Group's ESG commitments and the UN's Sustainable Development Goal 8.2 to achieve higher levels of economic productivity through technological upgrading and innovation. A higher proportion of the Group's future revenues may therefore fall within Patent Box, although as noted last year patent applications take time and may not be granted.
Earnings per share
Adjusted basic earnings per share of 275.3p (2024: 283.4p) and Adjusted diluted earnings per share of 271.0p (2024: 278.7p), each declined by 3%, reflecting the continued weaker performance of the Group.
Statutory basic earnings per share was 82.7p (2024: 156.7p) and statutory diluted earnings per share was 81.4p (2024: 154.2p). Statutory basic and diluted earnings per share have decreased primarily due to the increased adjusting items, explained in the Adjusting items section.
Order intake
Organic order intake for 2025 was 6% below 2024 on a like-for-like basis which excludes the order for Geotek's coring expedition. The closing Organic order book at 31 December 2025 was 15.7 weeks of budgeted sales (31 December 2024: 18.7 weeks; 16.9 weeks excluding Geotek's coring expedition). Your Board considers order intake and the resultant year-end order book as an important bellwether to the Group's ability to achieve its expected results and deliver long-term compound organic revenue growth.
Return on total invested capital (ROTIC)
The Group closely monitors the return it derives on the capital invested in its subsidiaries. The annual rate of ROTIC is calculated by comparing attributable earnings excluding central costs, adjusting items and before interest, tax, and amortisation ("EBITA"), with the amounts invested in plant and equipment, net current assets (excluding cash), and unamortised intangible assets and goodwill (as recognised at the initial acquisition date), together with any acquisition costs and any increases to acquisition consideration post-acquisition date.
The annual rate of ROTIC at 31 December 2025 was 17.8% (2024: 16.5%). Whilst this is a year-on-year increase, it remains disappointing and we have much work to do to restore this towards our medium-term target of 30%.
Restatements
In November 2025, the Group received a query from the FRC's Corporate Reporting Review (CRR) team in relation to CRR's review of the Judges Scientific plc 2024 Report and Accounts. The key matter related to the offsetting of cash balances and bank overdrafts and whether the bank overdraft, as presented within the parent company balance sheet, should have been offset against other Group cash balances within the Group accounts.
Upon investigation, whilst the Group had the legal right to offset, it did not meet all the conditions to offset and hence the 2024 Consolidation Balance Sheet has been restated to gross up cash by £1.7m and recognise an overdraft of £1.7m that was previously offset against cash in error. There was no effect on net assets or the consolidated statement of comprehensive income. This is further explained in note 10 to this announcement.
Separately, the 2024 parent company balance sheet has been restated to reverse an impairment of £8.3m in relation to the parent company's investment in Geotek. The 2024 impairment was recorded following the auditor's stress testing of the Group's value in use calculation. In hindsight, the auditor's stress testing was too prudent and therefore the impairment was not required. The effect of the prior year restatement is to increase 2024 net assets of the parent company by £8.3m and the parent company income statement by £8.3m. This has no impact on the Group's results as reported.
Impairment
The Group has recorded an impairment to goodwill and intangible assets in the Consolidated Balance Sheet totalling £4.3m in 2025. This comprises 2 different elements:
(1) On 28 June 2024, the Group acquired Rockwash for an initial consideration of £2.25m and a potential maximum earn-out of £3.75m which could be earned by the vendors until 31 December 2025. In accounting for this acquisition, management were required to provide a best estimate of the expected earnout payable for which a discounted amount of £1.8m was initially recorded as at the acquisition date. This increased the expected total consideration for the acquisition, which resulted in a corresponding uplift in goodwill and acquired intangible assets. By 31 December 2024, the expected earnout payable was £2.0m as the discount had partially unwound.
During 2025 it became apparent that no earnout would be earned due to Rockwash's ongoing reduced short-term outlook, and therefore the expected earnout payable was released. This resulted in a £2.0m credit to profit being recorded in adjusting items, and a £2.0m counterbalancing impairment to goodwill and intangible assets also in adjusting items.
(2) In light of trading performance in 2025, the Group rigorously assessed the headroom between the value in use calculations for each of the Group's cash generating units (CGUs) and the related carrying value of goodwill and acquired intangible assets at 31 December 2025. A calculation of the recoverable amount was performed for each CGU together with additional stress-testing calculations which used reasonably possible but more conservative assumptions for the key inputs. These assumptions included a combination of (i) reduced 2026 profitability, (ii) reduced medium-term growth, and (iii) higher weighted average cost of capital or, where appropriate, use of an EBIT multiple.
The review identified an impairment of £2.3m, being the entire goodwill asset relating to Armfield, as a consequence of its prolonged period of underperformance. Other than Armfield, no further scenario was identified which would have required any additional impairment to goodwill and / or acquired intangible assets.
The Group continues to work closely with Armfield to drive the steps necessary for its return to profitability.
In the separate assessment of the carrying value of investments in the parent company balance sheet, a total impairment of £8.7m was recorded. This consisted of fully writing down the investment in Armfield by £7.0m, reflecting the aforementioned situation, and recording a £1.7m impairment against the carrying value of the £12.7m investment in Scientifica. Scientifica is the Group's company most exposed to the US academic research market and this small impairment reflects the risk of a longer than expected recovery in trading.
Dividends
For the financial year ended 31 December 2025 the Company paid an interim dividend of 32.7p per share in November 2025 (2024: 29.7p per share).
The Group's policy is to pay a progressively increasing dividend, with a minimum annual increase of 10% subject to adequate cover and provided the Group retains sufficient cash and borrowing resources with which to pursue its longstanding acquisition strategy. Given the continued weaker performance, the Board is recommending a 10% increase to the 2025 dividend, such that the final dividend proposed is 82.3p per share and a total dividend for the year of 115.0p per share (2024: 104.5p per share). Dividend cover is approximately 2.4 times Adjusted basic earnings per share (2024: 2.7 times).
Headcount
The Group's full time equivalent ("FTE") employees for 2025 stood at 791 (2024: 767). This growth primarily reflects the full year effect of the 2024 acquisitions of Teer Coatings, Luciol, and Rockwash.
Share capital and share options
The Group's issued share capital at 31 December 2025 totalled 6,651,052 Ordinary shares (2024: 6,642,484). Shares issued during 2025 were to satisfy the exercise of share options by various members of staff during the year.
Share options issued during the year under the 2015 scheme totalled 89,018 (2024: 47,131), most of which were issued to the Executive Directors. The total share options in issue at the year-end under the 2015 schemes amounted to 271,130 (2024: 271,587).
Defined benefit pension scheme
The Group has one small defined benefit pension scheme which was acquired with Armfield in 2015. This scheme has been closed to new members from 2001 and was closed to new accrual in 2006. The latest triennial full actuarial valuation was performed in March 2023 which resulted in a surplus for the scheme with no further deficit reduction contributions being required. Previous annual contributions were £0.4m.
The Group accounts for post-retirement benefits in accordance with IAS 19 Employment Benefits. The Consolidated balance sheet reflects the net surplus or deficit on the pension scheme, based on the market value of the assets of the scheme and the valuation of liabilities using year end AA corporate bond yields.
Following the outcome of the triennial valuation, the Trustees of the scheme took steps to secure the pension surplus by aligning the asset management strategy with the expected future pension outflows to the members of the scheme, and in March 2024 the Trustees entered into a buy-in policy with an insurance company which secured payment of all future pensions due to the scheme's members. This action also formally commenced a process of transferring the future responsibility of the Armfield defined benefit pension scheme to the insurance company. In January 2025, the Trustees of the Armfield pension scheme approved commencement of the winding up of the scheme, a process that is expected to complete in the first half of 2026 after which the defined benefit pension scheme will no longer be the responsibility of Armfield.
At 31 December 2025 and 31 December 2024, the pension scheme was in a position of minimal surplus.
Cashflow and net debt
The Group has an enduring track record of converting profits into cash, and 2025's trading delivered a strong performance with cash generated from operations of £33.0m (2024: £34.0m). The Group's cash conversion rate, which compares cash generated from operations with Adjusted operating profit, was also strong at 118% (2024: 122%). In 2024 cash conversion benefited from a significant advance payment for the Geotek coring expedition, such that without it cash conversion would have been lower (but still above 100%). That benefit unwound in 2025 with the delivery of the coring expedition, so the underlying cash conversion performance in 2025 is higher than 118% and indeed higher than the underlying cash conversion performance in 2024.
This demonstrates the Group's commitments both to deliver its target of at least 90% cash conversion and to reduce overall working capital from the high levels reached in the years following the Covid pandemic. The Group's inventories have reduced by £3m compared with the end of 2024, but while this improvement is pleasing further work remains to bring overall working capital back towards its prior historic norms.
Total capital expenditure on property, plant, and equipment, amounted to £5.4m (2024: £5.0m), reflecting a further investment in new property for the Group's businesses. However, with the final major project now close to completion, this is expected to be the last year of significant spend in the medium term.
The Group commenced 2025 with £51.7m of Adjusted net debt and finished the year with Adjusted net debt of £42.6m. The Group uses Adjusted net debt rather than statutory net debt, as this figure includes cash liabilities arising from acquisitions not yet settled at the balance sheet date, and excludes IFRS 16 liabilities. The £9.1m reduction in Adjusted net debt was achieved despite outflows in 2025 of £7.1m of dividends distributed to the Group's shareholders, £3.4m paid towards tax liabilities and £5.4m invested in capital expenditure together with the £2.4m acquisition of the remaining 18% share of Geotek's majority-owned subsidiary in Brazil. This continues to evidence the Group's enduring capability to generate cash and reduce its debt.
Gearing, or leverage, the measure used in reporting for the Group's covenants, is calculated as the proportion of Adjusted net cash / debt compared to Adjusted earnings before interest, tax, depreciation, and amortisation ("EBITDA"). At 31 December 2025, it was slightly below 1.5 times (2024: 1.7 times). The Group remains committed to maintaining a prudent gearing position whilst at the same time taking opportunities to acquire strong, sound businesses, at disciplined multiples.
The Group's banking facilities remain unchanged with a £90m revolving credit facility ("RCF") alongside a £50m uncommitted accordion facility which can be drawn with the agreement of the Banks, both with a maturity date of 1 July 2028 ("Borrowing Term"). The banking covenants are:
· Gearing no greater than 3.0 times Adjusted EBITDA; and
· Interest Cover no less than 3.0 times.
The RCF is repayable in a bullet at the end of the Borrowing Term, with an option to prepay at any point during the term. Interest is charged at SONIA plus a margin (scaling between 1.85% and 3.5% depending on leverage). The Group subsequently entered into interest rate swaps for the SONIA portion of the interest payable for the duration of the facility, with swapped rates ranging between 3.2% in 2025 to 3.7% in 2027 / 2028.
The Group's hedging had covered a large majority of the Group' borrowings but also deliberately allowed for up to £10m of unhedged borrowings to be repaid. During 2025, £8m was repaid via the Group's cash generation, and in 2026, subject to any further acquisitions, the Group will have the capacity to repay a further £4m of unhedged debt in 2026 prior to any consideration around repayment of currently hedged debt.
At the year end the RCF was £59.6m drawn (2024: £67.6m drawn), with £30.4m available to drawdown for future acquisitions alongside the £50m accordion should it be required to be converted from uncommitted to committed borrowings. Year-end cash balances totalled £19.4m (2024: £19.6m restated), the Group therefore remaining strongly liquid.
As noted last year, Bank of Ireland elected to commence a withdrawal from the UK corporate lending market. During 2025 they were replaced by HSBC UK Bank plc, who the Group were delighted to welcome as a long-term partner, alongside our two other long-term relationship lenders, Lloyds Banking Group plc and Santander UK plc. All three banks understand and champion the Group's long-term buy and build strategy.
Overall, whilst the trading performance of the Group has been disappointing for a second successive year, the Group's business model has continued to deliver strong cash conversion to support its strategy of disciplined investments and increased dividends for shareholders. The Board recognises that the Group is entering 2026 against a backdrop of ongoing geopolitical uncertainties, and whilst awaiting the return of the USA to a more normal trading environment, the Group will continue to do all it can to rigorously control those elements that are within its control. The Group remains well positioned to continue its strategy of delivering growth in earnings via the selective acquisition of, at sensible multiples, strong niche businesses in the scientific instruments sector, coupled with long-term growth in cashflows from its existing portfolio of businesses.
Brad Ormsby
Chief Financial Officer
30 March 2026
Consolidated statement of comprehensive income
For the year ended 31 December 2025
|
|
Note |
Adjusted £m |
Adjusting items £m |
2025 Total £m |
Adjusted £m |
Adjusting items £m |
2024 Total £m |
|
Revenue |
2 |
145.8 |
- |
145.8 |
133.6 |
- |
133.6 |
|
Operating costs |
2,3 |
(117.8) |
(14.1) |
(131.9) |
(105.7) |
(11.2) |
(116.9) |
|
Operating profit/(loss) |
|
28.0 |
(14.1) |
13.9 |
27.9 |
(11.2) |
16.7 |
|
Interest income |
|
0.6 |
- |
0.6 |
0.3 |
0.1 |
0.4 |
|
Interest expense |
|
(4.2) |
(1.4) |
(5.6) |
(3.9) |
(0.2) |
(4.1) |
|
Profit/(loss) before tax |
|
24.4 |
(15.5) |
8.9 |
24.3 |
(11.3) |
13.0 |
|
Taxation (charge)/credit |
|
(5.6) |
2.7 |
(2.9) |
(5.1) |
2.9 |
(2.2) |
|
Profit/(loss) for the year |
|
18.8 |
(12.8) |
6.0 |
19.2 |
(8.4) |
10.8 |
|
Attributable to: |
|
|
|
|
|
|
|
|
Owners of the parent |
|
18.3 |
(12.8) |
5.5 |
18.8 |
(8.4) |
10.4 |
|
Non-controlling interests |
|
0.5 |
- |
0.5 |
0.4 |
- |
0.4 |
|
Profit/(loss) for the year |
|
18.8 |
(12.8) |
6.0 |
19.2 |
(8.4) |
10.8 |
|
Other comprehensive income |
|
|
|
|
|
|
|
|
Items that will not be reclassified subsequently to profit or loss |
|
|
|
|
|
|
|
|
Retirement benefits actuarial (loss)/gain |
|
|
|
- |
|
|
(1.4) |
|
Deferred tax on retirement benefits actuarial (loss)/gain |
|
|
|
- |
|
|
0.4 |
|
Items that may be reclassified subsequently to profit or loss |
|
|
|
|
|
|
|
|
Exchange differences on translation of foreign subsidiaries |
|
|
|
- |
|
|
(0.5) |
|
Other comprehensive income for the year, net of tax |
|
|
|
- |
|
|
(1.5) |
|
Total comprehensive income for the year |
|
|
|
6.0 |
|
|
9.3 |
|
Attributable to: |
|
|
|
|
|
|
|
|
Owners of the parent |
|
|
|
5.5 |
|
|
9.0 |
|
Non-controlling interests |
|
|
|
0.5 |
|
|
0.3 |
|
|
|
2025 Pence |
|
2025 Pence |
2024 Pence |
|
2024 Pence |
|
Earnings per share |
|
|
|
|
|
|
|
|
Basic |
1 |
275.3 |
|
82.7 |
283.4 |
|
156.7 |
|
Diluted |
1 |
271.0 |
|
81.4 |
278.7 |
|
154.2 |
Consolidated balance sheet
As at 31 December 2025
|
|
Note |
2025 £m |
Restated 2024 £m |
|
ASSETS |
|
|
|
|
Non-current assets |
|
|
|
|
Goodwill |
4 |
57.2 |
60.4 |
|
Other intangible assets |
5 |
26.6 |
36.7 |
|
Property, plant and equipment |
|
28.3 |
26.2 |
|
Right-of-use leased assets |
|
5.2 |
5.6 |
|
Retirement benefit surplus |
|
0.1 |
- |
|
|
|
117.4 |
128.9 |
|
Current assets |
|
|
|
|
Inventories |
|
24.8 |
28.1 |
|
Trade and other receivables |
|
26.5 |
30.2 |
|
Cash and cash equivalents |
|
19.4 |
19.6 |
|
|
|
70.7 |
77.9 |
|
Total assets |
|
188.1 |
206.8 |
|
LIABILITIES |
|
|
|
|
Current liabilities |
|
|
|
|
Trade and other payables |
|
(24.5) |
(29.9) |
|
Provisions |
|
(1.1) |
(1.5) |
|
Payables relating to acquisitions |
|
(0.2) |
- |
|
Borrowings (Bank loans and overdrafts) |
6 |
- |
(1.7) |
|
Right-of-use lease liabilities |
|
(1.4) |
(1.2) |
|
Current tax liabilities |
|
(2.4) |
(0.9) |
|
|
|
(29.6) |
(35.2) |
|
Non-current liabilities |
|
|
|
|
Borrowings |
6 |
(59.6) |
(67.6) |
|
Provisions |
|
(0.2) |
- |
|
Payables relating to acquisitions |
|
(2.2) |
(2.0) |
|
Right-of-use lease liabilities |
|
(4.2) |
(4.8) |
|
Deferred tax liabilities |
|
(8.6) |
(10.0) |
|
|
|
(74.8) |
(84.4) |
|
Total liabilities |
|
(104.4) |
(119.6) |
|
|
|
|
|
|
Net assets |
|
83.7 |
87.2 |
|
EQUITY |
|
|
|
|
Share capital |
|
0.3 |
0.3 |
|
Share premium account |
|
19.4 |
19.2 |
|
Other reserves |
|
26.5 |
26.5 |
|
Retained earnings |
|
37.5 |
40.9 |
|
Equity attributable to owners of the parent company |
|
83.7 |
86.9 |
|
Non-controlling interests |
|
- |
0.3 |
|
Total equity |
|
83.7 |
87.2 |
The 2024 balance sheet has been restated to gross up cash by £1.7m and recognise a £1.7m overdraft that was previously offset against cash in error. This was noted by the Financial Reporting Council as part of its regular reviews of quoted companies' accounts. There was no effect on net assets or the income statement. See note 10 for further detail.
Consolidated statement of changes in equity
For the year ended 31 December 2025
|
|
|
Share capital £m |
Share premium £m |
Other reserves £m |
Retained earnings £m |
Total attributable to owners of the parent £m |
Non-controlling interests £m |
Total equity £m |
|
At 1 January 2025 |
|
0.3 |
19.2 |
26.5 |
40.9 |
86.9 |
0.3 |
87.2 |
|
Dividends |
|
- |
- |
- |
(7.1) |
(7.1) |
(0.5) |
(7.6) |
|
Issue of share capital |
|
- |
0.2 |
- |
- |
0.2 |
- |
0.2 |
|
Purchase of own shares for Company reward scheme |
|
- |
- |
- |
(0.1) |
(0.1) |
- |
(0.1) |
|
Tax on Company reward scheme shares awarded |
|
- |
- |
- |
(0.1) |
(0.1) |
- |
(0.1) |
|
Change in non-controlling interest |
|
- |
- |
- |
(2.3) |
(2.3) |
(0.3) |
(2.6) |
|
Deferred tax on share-based payments |
|
- |
- |
- |
(0.7) |
(0.7) |
- |
(0.7) |
|
Share-based payments |
|
- |
- |
- |
1.4 |
1.4 |
- |
1.4 |
|
Transactions with owners |
|
- |
0.2 |
- |
(8.9) |
(8.7) |
(0.8) |
(9.5) |
|
Profit for the year |
|
- |
- |
- |
5.5 |
5.5 |
0.5 |
6.0 |
|
Net retirement benefit actuarial loss |
|
- |
- |
- |
- |
- |
- |
- |
|
Foreign exchange differences |
|
- |
- |
- |
- |
- |
- |
- |
|
Total comprehensive income for the year |
|
- |
- |
- |
5.5 |
5.5 |
0.5 |
6.0 |
|
At 31 December 2025 |
|
0.3 |
19.4 |
26.5 |
37.5 |
83.7 |
- |
83.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 January 2024 |
|
0.3 |
17.7 |
26.9 |
37.5 |
82.4 |
0.2 |
82.6 |
|
Dividends |
|
- |
- |
- |
(6.5) |
(6.5) |
(0.2) |
(6.7) |
|
Issue of share capital |
|
- |
1.5 |
- |
- |
1.5 |
- |
1.5 |
|
Purchase of own shares for Company reward scheme |
|
- |
- |
- |
(0.1) |
(0.1) |
- |
(0.1) |
|
Tax on Company reward scheme shares awarded |
|
- |
- |
- |
(0.1) |
(0.1) |
- |
(0.1) |
|
Deferred tax on share-based payments |
|
- |
- |
- |
(0.6) |
(0.6) |
- |
(0.6) |
|
Share-based payments |
|
- |
- |
- |
1.3 |
1.3 |
- |
1.3 |
|
Transactions with owners |
|
- |
1.5 |
- |
(6.0) |
(4.5) |
(0.2) |
(4.7) |
|
Profit for the year |
|
- |
- |
- |
10.4 |
10.4 |
0.4 |
10.8 |
|
Net retirement benefit actuarial loss |
|
- |
- |
- |
(1.0) |
(1.0) |
- |
(1.0) |
|
Foreign exchange differences |
|
- |
- |
(0.4) |
- |
(0.4) |
(0.1) |
(0.5) |
|
Total comprehensive income for the year |
|
- |
- |
(0.4) |
9.4 |
9.0 |
0.3 |
9.3 |
|
At 31 December 2024 |
|
0.3 |
19.2 |
26.5 |
40.9 |
86.9 |
0.3 |
87.2 |
Consolidated cashflow statement
For the year ended 31 December 2025
|
|
2025 £m |
2024 £m |
|
||
|
Cashflows from operating activities |
|
|
|
||
|
Profit after tax |
6.0 |
10.8 |
|
||
|
Adjustments for: |
|
|
|
||
|
Financial instruments measured at fair value |
1.2 |
0.2 |
|
||
|
Share-based payments |
1.4 |
1.3 |
|
||
|
Depreciation of property, plant and equipment |
2.9 |
2.4 |
|
||
|
Depreciation of right-of-use leased assets |
1.4 |
1.3 |
|
||
|
Amortisation and impairment of acquired intangible assets and goodwill |
13.9 |
9.2 |
|
||
|
Amortisation of internally generated intangible assets |
1.2 |
0.9 |
|
||
|
Interest income |
(0.6) |
(0.3) |
|
||
|
Interest expense |
3.8 |
3.5 |
|
||
|
Interest payable on right-of-use lease liabilities |
0.4 |
0.4 |
|
||
|
Reversal of payable relating to acquisition |
(2.0) |
- |
|
||
|
Fair value movement on contingent consideration |
- |
0.1 |
|
||
|
Retirement benefit obligation net finance income |
- |
(0.1) |
|
||
|
Tax expense recognised in the Consolidated Statement of Comprehensive Income |
2.9 |
2.2 |
|
||
|
Decrease in inventories |
3.3 |
1.8 |
|
||
|
Decrease/(increase) in trade and other receivables |
2.5 |
(2.8) |
|
||
|
(Decrease)/increase in trade and other payables and provisions |
(5.3) |
3.1 |
|
||
|
Cash generated from operations |
33.0 |
34.0 |
|
||
|
Tax paid |
(3.4) |
(5.5) |
|
||
|
Net cash from operating activities |
29.6 |
28.5 |
|
||
|
Cashflows from investing activities |
|
|
|
||
|
Paid on acquisition of subsidiaries |
- |
(16.4) |
|
||
|
Payment in respect of surplus working capital |
- |
(3.9) |
|
||
|
Paid in respect of earn out |
- |
(0.7) |
|
||
|
Gross cash inherited on acquisition |
- |
4.5 |
|
||
|
Acquisition of subsidiaries, net of cash acquired |
- |
(16.5) |
|
||
|
Purchase of property, plant and equipment |
(5.4) |
(5.0) |
|
||
|
Capitalised development costs |
(1.8) |
(1.4) |
|
||
|
Proceeds on disposal of property, plant and equipment |
- |
- |
|
||
|
Interest received |
0.6 |
0.3 |
|
||
|
Net cash used in investing activities |
(6.6) |
(22.6) |
|
||
|
Cashflows from financing activities |
|
|
|
||
|
Proceeds from issue of share capital |
0.2 |
1.5 |
|
||
|
Paid on acquisition of non-controlling interest in subsidiary |
(0.2) |
- |
|
||
|
Purchase of own shares for Company reward scheme |
(0.1) |
(0.1) |
|
||
|
Tax on shares awarded under Company scheme |
(0.1) |
(0.1) |
|
||
|
Finance costs paid |
(3.8) |
(3.5) |
|
||
|
Proceeds from bank loans* |
- |
17.3 |
|
||
|
Repayments of borrowings* |
(8.0) |
(8.1) |
|
||
|
Repayments of right-of-use lease liabilities |
(1.8) |
(1.7) |
|
||
|
Equity dividends paid |
(7.1) |
(6.5) |
|
||
|
Dividends paid to non-controlling interest |
(0.5) |
(0.2) |
|
||
|
Net cash used in financing activities |
(21.4) |
(1.4) |
|
||
|
Net change in cash and cash equivalents |
1.6 |
4.5 |
|
||
|
Cash and cash equivalents at the start of the year |
17.9 |
13.7 |
|
||
|
Exchange movements |
(0.1) |
(0.3) |
|
||
|
Cash and cash equivalents at the end of the year |
19.4 |
17.9 |
|
||
|
Comprised of: |
|
|
|||
|
Cash and cash equivalents as per the Consolidated Balance Sheet |
19.4 |
19.6 |
|
||
|
Bank overdrafts as per the Consolidated Balance Sheet |
- |
(1.7) |
|
||
|
|
19.4 |
17.9 |
|
||
* On 1 July 2024, £10.9m of outstanding loans were repaid and £10.9m was simultaneously reborrowed as the Group amended and extended its banking facilities (see note 6).
Notes to the Unaudited Preliminary Results
For the year ended 31 December 2025
1. Earnings per share
|
|
Note |
2025 £m |
2024 £m |
|
Profit attributable to owners of the parent |
|
|
|
|
Adjusted profit |
|
18.3 |
18.8 |
|
Adjusting items |
3 |
(12.8) |
(8.4) |
|
Profit for the year |
|
5.5 |
10.4 |
|
|
|
Pence |
Pence |
|
Earnings per share - adjusted |
|
|
|
|
Basic |
|
275.3 |
283.4 |
|
Diluted |
|
271.0 |
278.7 |
|
Earnings per share - total |
|
|
|
|
Basic |
|
82.7 |
156.7 |
|
Diluted |
|
81.4 |
154.2 |
|
|
|
Number |
Number |
|
Issued Ordinary shares at the start of the year |
|
6,642,484 |
6,615,717 |
|
Movement in Ordinary shares during the year |
|
8,568 |
26,767 |
|
Issued Ordinary shares at the end of the year |
|
6,651,052 |
6,642,484 |
|
Weighted average number of shares in issue |
|
6,647,457 |
6,634,863 |
|
Dilutive effect of share options |
|
105,595 |
111,655 |
|
Weighted average Ordinary shares in issue on a diluted basis |
|
6,753,052 |
6,746,518 |
Adjusted basic earnings per share is calculated on the adjusted profit, which excludes any adjusting items, attributable to the Company's shareholders divided by the weighted average number of shares in issue during the year.
Adjusted diluted earnings per share is calculated on the adjusted basic earnings per share, adjusted to allow for the issue of Ordinary shares on the assumed conversion of all dilutive share options and any other dilutive potential Ordinary shares. The calculation is based on the treasury method prescribed in IAS 33. This calculates the theoretical number of shares that could be purchased at the average middle market price in the period out of the proceeds of the notional exercise of outstanding options. The difference between this theoretical number and the actual number of shares under option is deemed liable to be issued at nil value and represents the dilution.
Total earnings per share is calculated as above whilst substituting total profit for adjusted profit.
2. Segmental analysis
|
For the year ended 31 December 2025 |
Note |
Materials Sciences £m |
Vacuum £m |
Head office £m |
Total £m |
|
Revenue |
|
71.9 |
73.9 |
- |
145.8 |
|
Adjusted operating costs |
|
(56.4) |
(55.1) |
(6.3) |
(117.8) |
|
Adjusted operating profit |
|
15.5 |
18.8 |
(6.3) |
28.0 |
|
Adjusting items |
3 |
|
|
|
(14.1) |
|
Operating profit |
|
|
|
|
13.9 |
|
Net interest expense |
|
|
|
|
(5.0) |
|
Profit before tax |
|
|
|
|
8.9 |
|
Income tax charge |
|
|
|
|
(2.9) |
|
Profit for the year |
|
|
|
|
6.0 |
|
For the year ended 31 December 2024 |
Note |
Materials Sciences £m |
Vacuum £m |
Head office £m |
Total £m |
|
Revenue |
|
64.6 |
69.0 |
- |
133.6 |
|
Operating costs |
|
(51.6) |
(50.5) |
(3.6) |
(105.7) |
|
Adjusted operating profit |
|
13.0 |
18.5 |
(3.6) |
27.9 |
|
Adjusting items |
3 |
|
|
|
(11.2) |
|
Operating profit |
|
|
|
|
16.7 |
|
Net interest expense |
|
|
|
|
(3.7) |
|
Profit before tax |
|
|
|
|
13.0 |
|
Income tax charge |
|
|
|
|
(2.2) |
|
Profit for the year |
|
|
|
|
10.8 |
Head office items relate to the Group's head office costs.
Segment assets and liabilities
|
At 31 December 2025 |
Materials Sciences £m |
Vacuum £m |
Head office £m |
Total £m |
|
Assets |
47.6 |
55.4 |
85.1 |
188.1 |
|
Liabilities |
(9.6) |
(16.0) |
(78.8) |
(104.4) |
|
Net assets |
38.0 |
39.4 |
6.3 |
83.7 |
|
Capital expenditure |
1.4 |
3.9 |
0.1 |
5.4 |
|
Depreciation of property, plant and equipment |
1.4 |
1.5 |
- |
2.9 |
|
Depreciation of right-of-use leased assets |
1.1 |
0.3 |
- |
1.4 |
|
Amortisation of acquired intangible assets |
12.7 |
1.2 |
- |
13.9 |
|
Amortisation of internally generated intangible assets |
0.6 |
0.6 |
- |
1.2 |
|
At 31 December 2024 |
Materials Sciences £m |
Vacuum £m |
Head office £m |
Total £m |
|
Assets |
61.0 |
49.9 |
94.2 |
205.1 |
|
Liabilities |
(32.1) |
(15.5) |
(70.3) |
(117.9) |
|
Net assets |
28.9 |
34.4 |
23.9 |
87.2 |
|
Capital expenditure |
1.9 |
3.1 |
- |
5.0 |
|
Depreciation of property, plant and equipment |
1.3 |
1.1 |
- |
2.4 |
|
Depreciation of right-of-use leased assets |
0.9 |
0.3 |
0.1 |
1.3 |
|
Amortisation of acquired intangible assets |
8.0 |
1.2 |
- |
9.2 |
|
Amortisation of internally generated intangible assets |
0.3 |
0.6 |
- |
0.9 |
Head office items include borrowings, intangible assets and goodwill arising on acquisition, deferred tax, defined benefit obligations and parent company net assets.
2. Segmental analysis (continued)
Analysis of revenue and non-current assets by geographical areas
|
|
Revenue |
|
Non-current assets |
|
||
|
Geographic analysis |
Year to 31 December 2025 £m |
Year to 31 December 2024 £m |
|
Year to 31 December 2025 £m |
Year to 31 December 2024 £m |
|
|
UK (domicile) |
20.8 |
17.8 |
|
116.7 |
128.2 |
|
|
Rest of Europe |
40.6 |
36.5 |
|
- |
- |
|
|
North America |
26.2 |
32.9 |
|
0.6 |
0.6 |
|
|
China/Hong Kong |
15.1 |
13.6 |
|
- |
- |
|
|
Rest of the World |
43.1 |
32.8 |
|
0.1 |
0.1 |
|
|
|
145.8 |
133.6 |
|
117.4 |
128.9 |
|
Segmental revenue is presented on the basis of the destination of the goods where known, otherwise the geographical location of customers is utilised.
Analysis of revenue by performance obligation
|
|
2025 £m |
2024 £m |
|
Sale of goods, recognised at a point in time |
121.3 |
117.2 |
|
Sale of services, recognised at a point in time |
5.2 |
4.8 |
|
Sale of services, recognised over time |
19.3 |
11.6 |
|
|
145.8 |
133.6 |
No customer makes up more than 10% of the Group's revenues.
3. Adjusting items
|
|
2025 £m |
2024 £m |
|
Amortisation and impairment of acquired intangible assets and goodwill |
13.9 |
9.2 |
|
Reversal of payable relating to acquisition |
(2.0) |
- |
|
Financial instruments measured at fair value: hedging contracts |
(0.2) |
0.1 |
|
Share-based payments |
1.4 |
1.3 |
|
Retirement benefits obligation costs |
- |
0.3 |
|
Employment taxes arising from share-based payments |
- |
- |
|
Payment in respect of prior year foreign taxes |
0.3 |
- |
|
Acquisition costs |
0.7 |
0.3 |
|
Total adjusting items in operating profit |
14.1 |
11.2 |
|
Fair value movement on contingent consideration |
- |
0.1 |
|
Retirement benefits obligation net interest income |
- |
(0.1) |
|
Financial instruments measured at fair value: interest rate swaps |
1.4 |
0.1 |
|
Total adjusting items |
15.5 |
11.3 |
|
Taxation |
(2.7) |
(2.9) |
|
Total adjusting items net of tax |
12.8 |
8.4 |
|
Attributable to: |
|
|
|
Owners of the parent |
12.8 |
8.4 |
|
Non-controlling interest |
- |
- |
|
|
12.8 |
8.4 |
4. Goodwill
|
|
2025 £m |
2024 £m |
|
Cost |
|
|
|
1 January |
60.4 |
54.8 |
|
Acquisitions (note 7) |
- |
5.6 |
|
Impairment |
(3.2) |
- |
|
31 December |
57.2 |
60.4 |
£44.3m of goodwill resides in the Materials Sciences segment (including £34.9m relating to Geotek) (2024: £47.5m) and £12.9m resides in the Vacuum segment (2024: £12.9m). There are 8 CGUs within the Materials Sciences segment and 11 within the Vacuum segment. Goodwill is tested annually for impairment by reference to the value in use of each of the relevant cash-generating units it is allocated to and aggregated for disclosure purposes into the respective operating segments. The value in use is calculated on the basis of projected cashflows for five years together with the terminal value at the end of the five years, which is computed by reference to projected year six cashflows and discounted. Based on indications that value in use in two of the CGUs in Materials Sciences is lower than the carrying value, an impairment of £3.2m has been recognised at 31 December 2025 (2024: £nil).
The key assumptions in determining the value in use are:
Revenue and margins: These are derived from the detailed 2026 budgets which are built up with reference to markets and product categories with projected 3-5% medium-term growth factors (2024: 6%). Projected margins reflect historical performance and the expected impact of efforts to improve operational efficiency.
Discount rate: Cashflows are discounted using a pre-tax discount rate of 14.8%-16.9% (2024: 15.5%-16.3%) per annum, calculated by reference to year-end data on equity values and interest, dividend and tax rates.
Long-term growth rates: 2.5% long-term growth rate takes into account both UK and overseas industry growth expectations (2024: 2.5%).
The long-term growth rate is consistent for all cash-generating units on the basis that the businesses operate in similar markets and are exposed to similar risks.
EBIT multiples - Where a fair value less cost to dispose valuation approach is followed, a key assumption is the EBIT multiple used. The EBIT multiples used are in the range of 11-13 times.
The Directors have considered the sensitivity of the key assumptions, including the discount rate and medium-term growth rates, and have concluded that any possible changes that may be reasonably contemplated in these key assumptions would not result in the value in use falling below the carrying value of goodwill (beyond the adjustments already recorded), given the amount of headroom available, and the conservative nature of the assumptions.
5. Other intangible assets
|
|
Internally generated development costs £m |
Acquired distribution agreements £m |
Acquired technology £m |
Acquired sales order backlog £m |
Acquired brand and domain names £m |
Acquired customer relationships £m |
Total £m |
|
Cost |
|
|
|
|
|
|
|
|
1 January 2024 |
3.4 |
3.8 |
36.7 |
11.0 |
15.4 |
28.5 |
98.8 |
|
Acquisitions (note 7) |
- |
- |
6.8 |
0.3 |
1.1 |
1.6 |
9.8 |
|
Additions |
1.4 |
- |
- |
- |
- |
- |
1.4 |
|
31 December 2024 |
4.8 |
3.8 |
43.5 |
11.3 |
16.5 |
30.1 |
110.0 |
|
Acquisitions (note 7) |
- |
- |
- |
- |
- |
- |
- |
|
Additions |
1.8 |
- |
- |
- |
- |
- |
1.8 |
|
31 December 2025 |
6.6 |
3.8 |
43.5 |
11.3 |
16.5 |
30.1 |
111.8 |
|
Amortisation |
|
|
|
|
|
|
|
|
1 January 2024 |
0.5 |
3.8 |
17.3 |
11.0 |
13.9 |
16.7 |
63.2 |
|
Charge for the year |
0.9 |
- |
4.5 |
0.2 |
0.7 |
3.8 |
10.1 |
|
31 December 2024 |
1.4 |
3.8 |
21.8 |
11.2 |
14.6 |
20.5 |
73.3 |
|
Impairment |
- |
- |
0.8 |
- |
0.1 |
0.2 |
1.1 |
|
Charge for the year |
1.2 |
- |
4.7 |
0.1 |
0.7 |
4.1 |
10.8 |
|
31 December 2025 |
2.6 |
3.8 |
27.3 |
11.3 |
15.4 |
24.8 |
85.2 |
|
Net book value 31 December 2025 |
4.0 |
- |
16.2 |
- |
1.1 |
5.3 |
26.6 |
|
Net book value 31 December 2024 |
3.4 |
- |
21.7 |
0.1 |
1.9 |
9.6 |
36.7 |
|
Net book value 31 December 2023 |
2.9 |
- |
19.4 |
- |
1.5 |
11.8 |
35.6 |
The key assumptions in valuing the acquired intangible assets of technology and customer relationships at the date of acquisition are:
Discount rate: Cashflows are discounted using a pre-tax discount rate ranging between 16% to 20% per annum (2024: 16% to 20%).
Long-term growth rates: 2-2.9% long-term revenue growth rate takes into account both UK and overseas markets and 3% cost growth to maintain margin which broadly aligns with long-term inflation.
Included in the above is Geotek customer relationships and acquired technology with net book value of £4.6m and £11.0m respectively (2024: £7.9m and £14.3m) and £3.7m for acquired technology in Teer Coatings (2024: £4.3m).
6. Borrowings
|
|
2025 £m |
Restated 2024 £m |
|
Current |
|
|
|
Overdraft |
- |
1.7 |
|
Bank loans |
- |
- |
|
|
- |
1.7 |
|
Non-current |
|
|
|
Bank loans |
59.6 |
67.6 |
|
|
59.6 |
67.6 |
The movement in borrowings over the year was as follows:
|
|
2025 £m |
Restated 2024 £m |
|
At 1 January |
69.3 |
59.1 |
|
Movement in overdraft |
(1.7) |
1.0 |
|
Proceeds from drawdown of loans |
- |
17.3 |
|
Repayment of loans |
(8.0) |
(8.1) |
|
Interest payable - non-cash |
3.8 |
3.5 |
|
Interest paid - cash |
(3.8) |
(3.5) |
|
At 31 December |
59.6 |
69.3 |
6. Borrowings (continued)
Bank Facility
The Group has an existing multi-bank facility ("Facility") with Lloyds Banking Group plc, Santander and HSBC Bank plc (the "Banks"). The Facility comprises:
• A £90m revolving credit facility ("RCF") alongside a £50m uncommitted accordion facility, which can be drawn with the agreement of the Banks; and
• A maturity date of 1 July 2028 ("Borrowing Term").
The RCF is repayable in a bullet at the end of the Borrowing Term, with an option to prepay at any point during the term. Interest rates are SONIA plus a margin dependent on the Group's leverage.
The banking covenants are:
• Gearing no greater than three times Adjusted EBITDA*; and
• Interest Cover no less than three times.
* Adjusted EBITDA excludes adjusting items relating to amortisation of acquired intangible assets, acquisition-related costs, share based payments and hedging of risks materialising after the end of the year.
The Banks have a fixed and floating charge over the Group's UK assets and the Group was in compliance with the above covenants throughout the year.
As at 31 December 2025, the Group's outstanding bank loans were as follows:
• the committed RCF was £59.6m drawn (2024: £67.6m); and
• the accordion remained uncommitted and undrawn.
Borrowings mature as follows:
|
31 December 2025 |
£m |
|
Repayable in less than six months |
- |
|
Repayable in months seven to twelve |
- |
|
Current portion of long-term borrowings |
- |
|
Repayable in years one to five |
68.6 |
|
Total borrowings |
68.6 |
|
Less: interest included above |
(9.0) |
|
Less: cash and cash equivalents |
(19.4) |
|
Add: bank overdraft |
- |
|
Add: right-of-use lease liabilities |
5.6 |
|
Statutory net debt |
45.8 |
|
Less: right-of-use lease liabilities |
(5.6) |
|
Add: accrued acquisition consideration payable |
2.4 |
|
Adjusted net debt |
42.6 |
6. Borrowings (continued)
|
31 December 2024 |
Restated £m |
|
Repayable in less than six months |
- |
|
Repayable in months seven to twelve |
- |
|
Current portion of long-term borrowings |
- |
|
Repayable in years one to five |
81.0 |
|
Total borrowings |
81.0 |
|
Less: interest included above |
(13.4) |
|
Less: cash and cash equivalents |
(19.6) |
|
Add: bank overdraft |
1.7 |
|
Add: right-of-use lease liabilities |
6.0 |
|
Statutory net debt |
55.7 |
|
Less: right-of-use lease liabilities |
(6.0) |
|
Add: accrued acquisition consideration payable |
2.0 |
|
Adjusted net debt |
51.7 |
7. Acquisitions
Acquisition of Luciol Instruments SA
In March 2025 a final nominal amount was settled. No changes were made to the provisional fair values recognised in the 2024 annual report.
Acquisition of Rockwash Geodata Limited
On 28 June 2024, the Group acquired Rockwash for an initial consideration of £2.25m and a potential maximum earnout of £3.75m which could be earned by the vendors up until the end of the 2025 calendar year. In accounting for this acquisition, management provided a best estimate of the expected earnout payable for which a discounted amount of £1.8m was initially recorded as at the acquisition date. This increased the expected total consideration for the acquisition which resulted in a corresponding uplift in goodwill and acquired intangible assets. By 31 December 2024, the acquisition payable was £2.0m as the discount had partially unwound.
As a result of Rockwash's full year performance, no earn-out became payable. The acquisition payable was therefore reversed and due to the short-term outlook, £2.0m goodwill and intangible assets were also impaired.
No other changes were made to the provisional fair values recognised in the 2024 annual report.
Acquisition of Magsputter Limited
No changes were made to the provisional fair values recognised in the 2024 annual report.
Acquisition of the minority shareholding in Geotek do Brasil
On 3 December 2025, Geotek Limited, a Judges subsidiary, acquired the remaining 18% share of its majority-owned subsidiary Geotek do Brasil ltda ("GdB"). GdB operates Geotek's core digitalisation business in Brazil.
The 18% minority share in GdB was acquired for an initial consideration of BRL13m (£1.9m), plus excess cash and earnout of up to £0.7m. The initial consideration is payable in 60 monthly instalments of BRL324k (£0.045m) including interest.
If, and to the extent GdB's average adjusted EBIT for the years 2025 and 2026 exceeds BRL16.1m (£2.3m) (an amount equivalent to GdB's adjusted EBIT for the twelve months to 28 February 2025), an earn-out equal to 18% of 4.5 times the excess will be payable, subject to a cap of £0.7m.
7. Acquisitions (continued)
The fair value of the amounts payable to the vendors at 31 December 2025 were as follows:
|
|
£m |
|
Payable on acquisition |
|
|
Current |
0.2 |
|
Non-current |
2.2 |
|
|
2.4 |
All acquisitions were made in line with Group strategy, which includes acquiring independent trading companies or complementary companies for existing subsidiaries.
8. Dividends
|
|
2025 |
2024 |
||
|
|
Pence per share |
£m |
Pence per share |
£m |
|
Final dividend for the previous year |
74.8 |
5.0 |
68.0 |
4.5 |
|
Interim dividend for the current year |
32.7 |
2.1 |
29.7 |
2.0 |
|
Total final and interim dividend |
107.5 |
7.1 |
97.7 |
6.5 |
The Directors will propose a final dividend of 82.3p per share, amounting to £5.5m, for payment on 10 July 2025. As the final dividend remains conditional on shareholders' approval at the Annual General Meeting, provision has not been made for this dividend in these consolidated financial statements.
9. Final Results Announcement
The financial information for the year ended 31 December 2025 as set out in this preliminary announcement does not constitute the statutory accounts of the Group for the relevant year within the meaning of section 435 of the Companies Act 2006. The financial statements for the year ended 31 December 2025 are unaudited. These accounts will be finalised on the basis of the financial information presented by the Directors in the preliminary announcement and will be delivered to the Registrar of Companies following the Company's annual general meeting. The Consolidated Income Statement, Consolidated Statement of Comprehensive Income, Consolidated Statement of Changes in Equity and Consolidated Statement of Cash Flows for the year ended 31 December 2024 and the Consolidated Balance Sheet as at 31 December 2024 have been derived from the full Group accounts published in the 2024 Annual Report and Accounts. These have been delivered to the Registrar of Companies and on which the report of the independent auditors was unqualified and did not contain a statement under section 498(2) or section 498(3) of the Companies Act 2006.
The financial information in this preliminary announcement have been prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006. The Group has applied all accounting standards and interpretations issued relevant to its operations and effective for accounting periods beginning on 1 January 2025. The IFRS accounting policies have been applied consistently to all periods.
10. 2024 Restatement
The 2024 balance sheet has been restated to gross up cash by £1.7m and recognise an overdraft of £1.7m that was previously offset against cash in error. Whilst the Group had the legal right to offset, it did not intend to promptly settle the overdraft. Therefore, these balances should have been disclosed separately, in accordance with the March 2016 IFRS Interpretations Committee Agenda Decision notice.
There was no effect on net assets or the income statement.
|
31 December 2024 |
As reported £m |
Reclassification £m |
As restated £m |
|
Cash and cash equivalents |
17.9 |
1.7 |
19.6 |
|
Total current assets |
76.2 |
1.7 |
77.9 |
|
Total assets |
205.1 |
1.7 |
206.8 |
|
|
|
|
|
|
Borrowings |
- |
(1.7) |
(1.7) |
|
Total current liabilities |
(82.7) |
(1.7) |
(84.4) |
|
Total liabilities |
(117.9) |
(1.7) |
(119.6) |
|
Net assets |
87.2 |
- |
87.2 |
|
|
|
|
|
|
31 December 2023 |
As Reported £m |
Reclassification £m |
As restated £m |
|
|
|
|
|
|
Cash and cash equivalents |
13.7 |
1.4 |
15.1 |
|
Total current assets |
65.3 |
1.4 |
66.7 |
|
Total assets |
183.5 |
1.4 |
184.9 |
|
|
|
|
|
|
Borrowings |
(6.2) |
(1.4) |
(7.6) |
|
Total current liabilities |
(35.0) |
(1.4) |
(36.4) |
|
Total liabilities |
(100.9) |
(1.4) |
(102.3) |
|
Net assets |
82.6 |
- |
82.6 |
The FRC's enquiries regarding this matter are now complete. It must be noted that the FRC's review is limited to the published 2024 Annual Report and Accounts; it does not benefit from a detailed understanding of underlying transactions and provides no assurance that the Annual Report and Accounts are correct in all material respects.
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