Full Year Results
Summary by AI BETAClose X
"Resilient performance in challenging markets; executing strategy at pace"
Full Year Results for the year ended 31 December 2025
Financial Highlights
|
|
Headline1 Adjusted2 |
Statutory (Continuing operations) |
||||
|
|
2025 |
2024 |
OCC2 % |
2025 |
20244 |
% |
|
Revenue |
£1,030.3m |
£1,100.7m |
(3.3)% |
£996.6m |
£1,060.1m |
(6.0)% |
|
Operating profit |
£99.1m |
£128.4m |
(17.6)% |
£45.2m |
£99.2m |
(54.4)% |
|
Operating profit margin |
9.6% |
11.7% |
(170) bps |
4.5% |
9.4% |
(490) bps |
|
Basic EPS |
15.9p |
24.2p |
n/m3 |
(1.0)p |
16.5p |
n/m3 |
|
Net debt to EBITDA ratio (ex. IFRS 16) |
1.8x |
1.4x |
n/m3 |
1.9x |
1.5x |
n/m3 |
|
Cash generated from operations |
£168.6m |
£163.0m |
n/m3 |
£168.6m |
£163.0m |
3.4% |
|
Free cash flow |
£45.4m |
£15.1m |
n/m3 |
- |
- |
- |
|
Total dividend per share |
12.2p |
12.2p |
n/m3 |
12.2p |
12.2p |
n/m3 |
|
Return on invested capital |
14.1% |
17.7% |
n/m3 |
14.1% |
17.7% |
n/m3 |
|
1. |
The disposal of the majority of the Molten Metal Systems ('MMS') business completed on 12 November 2025. In order to help users of these financial statements understand the performance of the Group during 2025, the Directors have presented 'Headline' metrics which include the results earned by MMS up to the date of the disposal. These metrics are presented in addition to our usual non-GAAP adjusted performance metrics (see note 2 below). |
|
2. |
Definitions of these non-GAAP measures and reconciliations to the equivalent statutory measures can be found in the 'Glossary' and 'Alternative performance measures' section at the end of this announcement. Throughout this report these non-GAAP measures are clearly identified by an asterisk (*) where they appear in text and by a footnote where they appear in tables. |
|
3. |
Movements where the % movement is not meaningful are represented by n/m. |
|
4. |
Statutory financial results have been restated for the year ended 31 December 2024 to present the results of MMS within discontinued operations. |
Damien Caby, Chief Executive Officer, commented:
"The business has delivered a resilient performance against a backdrop of challenging markets. Demand in our end-markets has now broadly stabilised and, on an organic constant-currency basis*, revenue has remained stable since the second half of 2024. We have made good progress against our priorities. Our business simplification programme is now materially complete and will deliver savings in-line with our published target of £27 million by 2026, continuing our established track-record of self-help. The sale of our Molten Metal Systems business further simplifies the Group and demonstrates our commitment to take decisive action to manage our portfolio and create value for shareholders.
"The strategy update in December 2025 set out a clear path for action and we are now executing at pace. We are transforming our operations to drive stronger more profitable growth in our chosen markets. As part of our focus on maximising portfolio value, we are undertaking a strategic review of our Thermal Products division and further updates will be provided in due course. We remain confident in delivering sustainable above market organic revenue growth and returning the Group to a 12% margin by 2028."
Highlights
|
· |
Organic constant-currency* revenue decline of 3.3% reflects end-market weakness, notably in Semiconductor and European Industrial markets; stabilisation in these markets during H2 2025 |
|
· |
Business simplification programme progressing well; additional £16 million of savings during 2025, as expected, compared to our 2023 baseline |
|
· |
Group headline adjusted operating profit* margin of 9.6%; benefits from efficiency and business simplification partly offset the impact of weaker markets |
|
· |
Headline Net debt*/EBITDA* of 1.8 times reflects Semiconductor and simplification programme investments; leverage to return towards our framework targets during 2026 upon realisation of MMS disposal proceeds |
|
· |
Good progress against our strategy; first major site turnaround plan initiated, group led procurement set to deliver early wins in 2026, ERP roll-out to kick off in Q2, MMS disposal completed |
|
· |
Strategic review of Thermal Products division formally underway; updates to be provided in due course |
|
· |
Outlook for 2026 in-line with current market expectations |
Outlook
Demand in our end-markets has broadly stabilised and our outlook for 2026 is in-line with current market expectations. We expect organic constant-currency* revenue growth of 1-2% and an adjusted operating profit* margin at or around 10%, reflecting our continued focus on efficiency and the first results of our Transform initiatives.
As previously reported, our medium-term guidance for overall capital expenditure is for around £50-£55 million per annum over the next three years.
We remain confident in achieving our medium-term financial framework.
Strategic Review of Thermal Products division
Morgan Advanced Materials Plc is undertaking a strategic review of its Thermal Products division, as part of its ongoing programme to maximise the Group's margin and growth profile and ensure that resources are deployed where they can deliver the strongest long-term returns. The review will assess a full range of strategic options, including a potential disposal. No decisions have been made, and further updates will be provided in due course.
Results presentation today
There will be an analyst and investor presentation at 10:00 (UK time) today via web-conference. A live webcast and slide presentation of this event will be available on www.morganadvancedmaterials.com.
We recommend that you register by 09:45 (UK time).
|
Enquiries |
|
|
|
Richard Armitage, CFO |
Morgan Advanced Materials |
01753 837 000 |
|
Nicholas Frost, Investor Relations |
Morgan Advanced Materials |
|
|
Nina Coad |
Brunswick |
0207 404 5959 |
Forward looking statements
This announcement contains forward-looking statements. These statements have been made in good faith based on the information available up to the time of the approval of this announcement. No assurance can be given that these expectations will prove to have been correct. By their nature, forward-looking statements involve risks, uncertainties or assumptions that could cause actual results to differ materially from those expressed or implied by these forward-looking statements. As such, undue reliance should not be placed on forward-looking statements. The Directors undertake no obligation to update any forward-looking statements whether as a result of new information, future events or otherwise.
About Morgan Advanced Materials plc
Morgan Advanced Materials is a global leader in advanced materials. We combine material science, deep application expertise and process excellence to co-design and manufacture mission critical solutions. These solutions are at the heart of society's most essential systems today and they will enable the breakthroughs of tomorrow. Our products help people move, build and thrive. We help power human progress, where it matters most.
Established in 1856, we have a proven track record in delivering for our customers, underpinned by over a century of innovation. We employ approximately 8,100 people worldwide, across 57 operating sites serving a diverse range of customers across a range of end-markets.
Learn more at www.morganadvancedmaterials.com.
Notes to editors
Business simplification benefits
|
|
2023 |
2024 |
2025 |
2026 |
Total |
|
Adjusted operating profit* benefits |
1 |
8 |
24 |
27 |
- |
|
Costs charged to specific adjusting items |
(7) |
(13) |
(15) |
(5) |
(40) |
Our Strategy to become the leading force in our chosen markets
Transform operational effectiveness: We will build a scalable, more efficient and more agile business. We are going beyond site consolidation, we are leveraging the Group's scale, stepping up supply chain effectiveness, and turning around our largest underperforming sites.
|
· |
We will deploy Group led category management across an indirect spend cost base of £170m. We will deliver significant savings and reinforce the efficiency and reliability of our supply chain. |
|
· |
We will implement structured and comprehensive multi-year programmes to turn around large underperforming sites that represent more than 20% of Group revenue. We will optimise production cycles and supply chains and simplify the asset base and product portfolio. |
|
· |
We are investing in digital transformation to enhance business analytics, make better informed decisions and act with agility and confidence. We will streamline and standardise our back office processes to focus business teams on delivery and growth. |
Drive stronger growth: We will systematically upgrade our position in the value chain so that we can grow profitability irrespective of market cycles and increase our market share and addressable market.
|
· |
Our Performance Carbon division will innovate to increase performance and longevity in rail and wind. It will capitalise on its reputation, technology and trade control capabilities to expand in defence systems. |
|
· |
Our Technical Ceramics division will increase its capacity to meet increasing aircraft deliveries and the ramp up of the new generation of engines. |
|
· |
Our Thermal Products division will reinforce its outreach in the process industries to enable the decarbonisation of steel and chemical processes. |
Maximise portfolio value: We will make bold choices. We will invest selectively to expand our leading positions, partner where we know we cannot win alone and exit markets where we cannot improve our market position or right to win.
|
· |
Our Performance Carbon division will pursue opportunities to supply subsystems in Energy and Industrials where the supply chains are fragmented and the decarbonisation and digitalisation trends call for innovation. It will assess partnerships in China for Semiconductor SiC material growth. |
|
· |
Our Technical Ceramics division will leverage its expertise in high-value niches to expand into new adjacencies, with priorities in Industrials and Aerospace. |
|
· |
Our Thermal Products division will expand its structural partnerships in fire protection. It is a very large market and we are targeting the geographies and applications where the value proposition is compelling. |
|
· |
We are undertaking a strategic review of our Thermal Products division and further updates will be provided in due course |
Who we are will help us succeed: We are a purpose-driven organisation. We are resilient and we thrive when it comes to solving tough problems. We are curious and innovative and we are committed to continuous learning. We are collaborative and open minded and we foster a culture of transparency and humility. As a business, we are focused on recruiting, developing and retaining the high calibre of individuals we need to deliver on the next chapter for Morgan.
Chief Executive Officer's Review
Introduction
I am honoured that the Board selected me to serve as CEO of Morgan Advanced Materials, following two and a half years as president of our Thermal Products division. Morgan is a recognised global leader in advanced materials; our material science, deep application expertise and manufacturing excellence power progress that truly matters.
Since becoming CEO in July 2025, I have spent time visiting our sites to assess our operations and I have met with our leaders, our employees and our customers. The passion of our employees throughout the organisation is evident. They are proud to be a part of Morgan and they truly believe in the positive impact our products and solutions can have on the world. Our customers value the quality and performance of our products and they trust us to co-design and manufacture mission critical solutions.
These are strong foundations upon which to build, but we have work to do to unlock our true potential. With our distinctive capabilities, Morgan can be the leading force in our chosen markets. As I set out at our Strategy Update event in December, we have a clear strategy that is focused on factors within our own control which will create an efficient and high performing group. Our strategy will return the Group to a 12% margin by 2028 and will establish a business that grows faster and delivers more robust margins. Together, we will transform our operational effectiveness, drive stronger growth in selected value chains with deeper collaborations and upgraded positions, and maximise the value of our portfolio.
I am excited about the next phase of our journey, and inspired to lead the Morgan team through this new chapter.
Group results
Organic constant-currency* revenue declined by 3.3% compared to 2024, driven by the well-publicised challenging conditions in the Semiconductor market. We saw resilience across our other markets; weakening market conditions in European Industrial and Global Automotive markets and lower revenue in Healthcare markets were largely offset by a strong performance in Aerospace and Defence markets.
Group headline* adjusted operating profit* margin was down 210 bps to 9.6% (2024: 11.7%). Volume decline and mix impacts accounted for a 440 bps decrease in margin, but our continued focus on actions within our control allowed us to offset a significant portion of this decline. Margin gains from above inflation pricing and efficiency offered a 170 bps improvement, further supported by our simplification initiatives which generated an additional 160 bps improvement. The remaining movement in margin relates to foreign exchange and other non-trading items.
Operational progress
We have now largely completed our business simplification programme which has streamlined our management structures, reduced the number of divisions we operate and consolidated manufacturing plants to provide better support to our customers and to deliver synergies from key operational activities. Since 2016, we have progressively consolidated our smaller sites, reducing the total number of sites from 85 to 60 before the disposal of MMS.
We have continued our strategic project to develop and deploy a Global Enterprise Resource Planning (ERP) system which is intended to replace numerous different legacy systems across the Morgan network. The programme, which is expected to complete over the next two years, will create further opportunities to align business processes, and to further strengthen information security and the control environment.
Headline* leverage at the balance sheet date of 1.8x (2024: 1.4x) reflects the reduction in Group profit, the completion of our Semiconductor capacity investment and our investment in business simplification. Our ongoing investment in digital transformation is a key strategic enabler to transform the Group's operational effectiveness and leverage its scale. This investment will continue into 2026 and 2027. Leverage will reduce towards our target range during 2026 as our investment in Semiconductor capacity and the business simplification programme come to a close and upon realisation of the full proceeds from the disposal of our MMS business.
Sale of MMS
In August 2025, we announced that we had reached an agreement to sell the majority of our Molten Metal Systems ('MMS') business and the transaction completed on 12 November 2025. The details of the transaction and consideration mechanisms are set out in the Financial Review.
The disposal of MMS is clearly aligned to our strategy, and it demonstrates our commitment to take decisive action to manage our portfolio. It simplifies the organisation, reducing the Group's operating footprint to 57 sites, and it ensures that our business is focused on the selected markets where we have a clear right to win to accelerate organic growth and generate higher returns.
Semiconductor impairment
There is a large and growing market for Silicon Carbide, however, the supply chain is experiencing a shift towards China. We remain committed to supplying our customers in the US and Europe and expect to utilise our US based assets to address this demand.
We have assessed the carrying value of our assets in light of these market developments during 2025. As a result of this exercise, the Group has recognised an impairment charge of £15.6 million related to certain specialist assets dedicated to the Semiconductor material growth market held by Performance Carbon at a UK site. This impairment is consistent with the expectations for our Semiconductor business that we set out in December. Refer to the Financial Review for further details.
Moving forwards, our strategy for the Semiconductor market is focused on the wafer fabrication part of the value chain. This market is dominated by American, European and Japanese Original Equipment Manufacturers ('OEMs') and we supply most of these businesses in various parts of the production process. The barriers to entry in this market are high and Morgan is well-positioned to win. Our goal is to deepen our collaboration, working as one enterprise to expand the scope of our supply.
Progress against our Strategy
As outlined at our Strategy Update event in December 2025, the aim of our strategy is to unlock Morgan's potential and create a highly efficient, faster growing company. We will become the leading force in our chosen markets. The presentation and a recording are available at www.morganadvancedmaterials.com
Our strategy is focused on three key levers: Transform operational effectiveness, Drive stronger growth, and Maximise our portfolio value. We are focused on executing at pace and we made good early progress in 2025.
Transform: We are addressing specific gaps in our supply chain effectiveness which have constrained our growth by holding back our service levels and we are focused on turning around a small number of large underperforming sites. We will make more of the Group's scale by deploying centrally led procurement.
|
· |
In respect of site turnaround, work has already commenced to cross-qualify manufacturing lines, to optimise production and inventory management. |
|
· |
In procurement, we have the assessed the Group's indirect spend and our new Group Procurement Lead joined the business in February 2026. |
|
· |
We deployed our new ERP platform at a pilot site during 2025 and are set to commence deployment across the business in 2026. |
Drive: We are driving stronger growth by focusing on our right to win to enhance our value proposition and gain market share. We have initiated focused plans to upgrade our position in selected value chains to allow us to grow irrespective of market cycles.
|
· |
Our Performance Carbon division is capitalising on its reputation and innovation in body armour and trade control capabilities by expanding into other defence systems. We are making a targeted investment in incremental capacity during 2026, backed by multi-year contracts. |
|
· |
Our Technical Ceramics division is building on its leading position in ceramic cores for engines blades by investing in capacity to meet the increase in aircraft deliveries and progressive ramp up of new generation engines with higher design complexity. |
Maximise: We are continuing to maximise our portfolio value through partnerships, divestments and bolt-on M&A.
|
· |
We have commenced a formal Strategic review of our Thermal Products division. We will assess a full range of strategic options, including options for significant business performance improvement measures and a potential disposal. We will undertake the necessary preparatory work to ensure that we can act at pace once the review reaches a conclusion. No decisions have been made and we will provide further market updates in due course. |
Our strategy will deliver against a clear medium-term financial framework
|
· |
Above market organic constant-currency* revenue growth: We expect to achieve growth in excess of GDP |
|
· |
Reliable and competitive margins: We expect to achieve an adjusted operating profit* margin of 12% by 2028 with sustainable margins of between 12% and 14% beyond 2028 |
|
· |
Sustainable EPS Growth: Achieving sustained growth in adjusted Earnings per Share*, ahead of organic revenue growth, driven by a combination of organic growth, margin accretion, shareholder returns and M&A |
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· |
Attractive ROIC: 17% - 20% ROIC |
|
· |
Resilient balance sheet: Leverage range of 1.0x to 1.5x, or up to 2.0x adjusted EBITDA* post-acquisition, utilising our strong balance sheet to fund our organic growth, and then over time deploying excess capital to fund incremental M&A or additional shareholder returns as appropriate |
|
· |
Appropriate dividend cover: Shareholder dividends maintained then growing with adjusted earnings at around 2.5x cover |
Share buyback
As announced in December 2025, we paused our buyback programme as part of our focus on balance sheet resilience. The second tranche of the buyback has now completed and the Group has purchased a total of £20 million of shares.
Safety, people, sustainability
We have clear 2030 goals for our business, all of which are measured against a 2015 baseline:
1. A 0.10 LTA rate: our LTA rate was 0.18 (2024: 0.13) which is an increase compared to the prior year. Safety of our employees is essential and addressing the root causes of lost time and recordable accidents is a critical focus for the Board and senior management team. We have undertaken a detailed root cause analysis of 2025 incidents, and as a result, we have developed a focused plan to reinforce the skills and engagement of our manufacturing leaders across the Group, and to implement more focused actions at selected sites during 2026. Alongside, we will maintain our focus on process safety. We have made significant progress in this area during 2025, with strong engagement and momentum in the implementation of the improvement plans in the first of three waves of deployment.
2. 40% of female leadership: We continue to improve our gender diversity and 36% of our leadership population are female, a year on year improvement of 2%. We will continue our focus on ensuring that our policies, working conditions, development and support offering, and recruiting approaches deliver a more supportive environment for our female leaders.
3. A top quartile engagement score: our engagement score was 75%, an improvement on the prior year. It is pleasing to see progress on this metric, particularly at the sites where engagement levels are below average. Our leaders remain focused with site specific actions.
4. Reduce Scope 1 and 2 CO2 emissions by 50%: We reduced by 5% in the year and we are now 58% below our baseline, significantly ahead of our glidepath. 80% of our power is from low carbon sources and going forward, as our business grows, we are focusing on process efficiency and new technologies in order to sustain this performance.
5. Reduce water usage and water use in high-stress areas by 30%: Our overall water usage reduced by 11% and water use in high-stressed areas has decreased by 3%. We are 39% and 23% below our baseline, respectively.
Financial review
Discontinued operations and alternative performance metrics
In August 2025, the Group announced that it had reached an agreement to sell the majority of its MMS business which was reported within the Thermal Products reporting segment. The transaction completed on 12 November 2025. The disposal represented a major line of business for the Group and accordingly, it is classified as a discontinued operation under 'IFRS 5 - Non-current Assets Held for Sale and Discontinued Operations.' In accordance with IFRS 5, current year results for MMS are shown as one line 'profit from discontinued operations' on the face of the income statement and prior year results have been restated on the same basis.
In addition to statutory metrics, the Group monitors business performance through alternative performance measures (APMs) which are non-GAAP measures not defined under IFRS. The Directors consider that these APMs provide useful information to stakeholders, including additional insight into ongoing trading and year-on-year comparisons. These APMs are not intended as a substitute for IFRS measures and should be considered as providing complementary insight. The Group defines each APM and therefore they may not be directly comparable with similarly named metrics in other businesses. The purpose and definition of each APM, along with a reconciliation to the equivalent statutory metric, are included in the 'Glossary of Terms and Alternative Performance Metrics' sections included at the end of this announcement.
In order to help users of these financial statements understand the performance of the Group during 2025, where relevant, the Directors have presented 'Headline' metrics which include the results earned by MMS up to the date of the disposal. These metrics are clearly denoted by the use of 'Headline' and they are presented alongside statutory results and in addition to the usual APMs presented by the business.
Throughout this Report, these non-GAAP measures are clearly identified by an asterisk (*) where they appear in text and by a footnote where they appear in tables and charts.
Unless otherwise stated, all financial information reported in the Financial review relates to continuing operations.
Group financial performance
Summary financial information for the year ended 31 December 2025
|
Summary income statement and key metrics |
2025 |
20242 |
Change |
|
Headline1 metrics |
|
|
|
|
Headline1 Revenue |
1,030.3 |
1,100.7 |
(6.4)% |
|
Headline1 Adjusted operating profit1 |
99.1 |
128.4 |
(22.8)% |
|
Headline Adjusted operating profit1 margin |
9.6% |
11.7% |
(210) bps |
|
Net debt1 to Headline EBITDA1 ratio |
1.8x |
1.4x |
n/m3 |
|
|
|
|
|
|
Results from continuing operations |
|
|
|
|
Revenue |
996.6 |
1,060.1 |
(6.0)% |
|
Adjusted operating profit1 |
93.8 |
123.3 |
(23.9)% |
|
Adjusted operating profit margin |
9.4% |
11.6% |
(220) bps |
|
Amortisation of intangible assets |
(1.0) |
(1.7) |
(41.2)% |
|
Specific adjusting items4 |
(47.6) |
(22.4) |
112.5% |
|
Operating profit from continuing operations |
45.2 |
99.2 |
(54.4)% |
|
Net financing costs |
(22.2) |
(19.0) |
16.8% |
|
Profit before taxation from continuing operations |
23.0 |
80.2 |
(71.3)% |
|
Income tax expense |
(17.9) |
(24.7) |
(27.5)% |
|
Profit after taxation from continuing operations |
5.1 |
55.5 |
(90.8)% |
|
Profit after taxation from discontinued operations |
23.7 |
3.3 |
618.2% |
|
Profit for the year |
28.8 |
58.8 |
(51.0)% |
|
Basic EPS from continuing and discontinuing operations |
7.5p |
17.7p |
(57.6)% |
|
Adjusted EPS1 |
15.9p |
24.2p |
(34.3)% |
|
Return on invested capital1 |
14.1% |
17.7% |
(360)bps |
|
Summary cash flow and key metrics |
2025 |
2024 |
Change |
|
Headline cash generated from operations |
168.6 |
163.0 |
3.4% |
|
Headline free cash flow1 |
45.4 |
15.1 |
200.7% |
|
Cash and cash equivalents |
79.3 |
120.8 |
(34.4)% |
|
Net debt 1 |
232.2 |
226.2 |
2.7% |
|
Headline net debt1 to EBITDA1 ratio |
1.8x |
1.4x |
n/m3 |
|
Total dividend per share |
12.2p |
12.2p |
- |
1 Definitions of these non-GAAP measures and reconciliations to the equivalent statutory measure can be found in the 'Glossary and Alternative Performance Metrics' section at the end of this announcement.
2 Statutory financial results have been restated for the year ended 31 December 2024 to present the results of MMS within discontinued operations.
3 Movements where the percentage movement is not meaningful are represented by n/m.
4 Details of specific adjusting items arising during the year and the comparative period are given in note 4 to the condensed consolidated financial statements.
Revenue
|
Revenue |
2025 |
20241 |
Change |
OCC2 Change % |
|
Performance Carbon |
306.8 |
345.2 |
(11.1)% |
(8.9)% |
|
Technical Ceramics |
341.6 |
337.3 |
1.3% |
3.4% |
|
Thermal Products |
348.2 |
377.6 |
(7.8)% |
(4.2)% |
|
Revenue from continuing operations |
996.6 |
1,060.1 |
(6.0)% |
(3.3)% |
|
Discontinued operations - MMS |
33.7 |
40.6 |
n/m3 |
n/m3 |
|
Headline revenue |
1,030.3 |
1,100.7 |
(6.4)% |
(3.3)% |
1 Statutory financial results have been restated for the year ended 31 December 2024 to present the results of MMS within discontinued operations.
2 Definitions of these non-GAAP measures and reconciliations to the equivalent statutory measure can be found in the 'Glossary and Alternative Performance Metrics' section at the end of this announcement.
3 Movements where the percentage movement is not meaningful are represented by n/m.
On a headline* basis, the Group recognised revenue of £1,030.3 million (2024: £1,100.7 million), a year on year decrease of 6.4% at reported currency rates. Revenue was significantly impacted by foreign exchange headwinds, largely related to the US Dollar and sterling exchange rates. On an organic constant currency basis*, Group revenue decreased by 3.3% year-on-year.
Performance Carbon was heavily impacted by the well-publicised conditions within the Semiconductor market and in total the division delivered revenue of £306.8 million, an 8.9% decline versus the prior year on an organic constant-currency* '(OCC') basis. Lower Semiconductor sales drove the year on year decline, although we note that revenue has stabilised in the second half of the year. Across other markets, the business has demonstrated a resilient revenue performance. The business saw a smaller decline in Aerospace & Defence sales which reflects the timing of some large defence orders which are now expected in 2026. This was largely offset by increased demand in rail and energy markets.
Technical Ceramics has demonstrated good resilience over the year, delivering revenue of £341.6 million, a 3.4% increase on an OCC* basis. The business saw strong demand in Aerospace & Defence markets, driven by demand for new aircraft along with robust maintenance revenue driven by increased fleet utilisation. This growth was partially offset by the impact of Semiconductor market dynamics and notably lower sales into Healthcare markets driven by customer inventory adjustments.
Thermal Products delivered revenue of £348.2 million, a 4.2% decline on an OCC* basis. This performance was impacted by regional economic dynamics, primarily driven by continued challenging conditions in European industrial markets. Overall, we note revenues have remained broadly stable since the second half of 2024.
Adjusted operating profit
|
|
|
2025 |
|
2024 |
|
Adjusted operating profit2 |
Profit |
Margin |
20241 |
Margin |
|
Performance Carbon |
41.2 |
13.4% |
55.1 |
16.0% |
|
Technical Ceramics |
39.4 |
11.5% |
39.2 |
11.6% |
|
Thermal Products |
23.5 |
6.7% |
37.5 |
9.9% |
|
Central costs |
(10.3) |
n/m |
(8.5) |
n/m3 |
|
Adjusted operating profit from continuing operations |
93.8 |
9.4% |
123.3 |
11.6% |
|
Discontinued operations - MMS |
5.3 |
n/m3 |
5.1 |
n/m3 |
|
Headline Adjusted operating profit |
99.1 |
9.6% |
128.4 |
11.7% |
1 Statutory financial results have been restated for the year ended 31 December 2024 to present the results of MMS within discontinued operations.
2 Definitions of these non-GAAP measures and reconciliations to the equivalent statutory measure can be found in the 'Glossary and Alternative Performance Metrics' section at the end of this announcement.
3 Movements where the percentage movement is not meaningful are represented by n/m.
The Group delivered headline adjusted operating profit* of £99.1 million (2024: £128.4 million) and a headline adjusted operating profit margin of 9.6% (2024: 11.7% reported; 11.3% on an OCC* basis). Whilst volume and mix impacts drove a 440 bps decrease in margins, our overall margin delivery was positively impacted by our continued focus on simplification and efficiency. On a combined basis, the net impact of pricing, inflation and efficiency initiatives contributed 170 bps improvement to margin with simplification initiatives providing a further 160 bps margin. The remaining movement in margin relates to foreign exchange and other non-trading items.
Performance Carbon delivered an adjusted operating profit margin* of 13.4%, a 260 bps decrease compared to the prior year. The impact of lower volume and an adverse sales mix was partially offset by substantial gains from efficiency and simplification initiatives. Margin was further supported by £5.2 million of trading receipts that will not repeat in 2026.
Technical Ceramics delivered an adjusted operating profit margin* of 11.5% which was broadly in-line with the prior year.
Thermal Products delivered an adjusted operating profit margin* of 6.7%, a 320 bps decrease compared to the prior year. Performance reflects challenging market conditions and foreign exchange headwinds and hyperinflation accounting.
On a continuing operations basis, Central costs of £10.3 million have increased by £1.8 million compared to 2024. This increase reflects the build-out of our central ERP team who will support the new system on an ongoing basis. Central costs for the prior year have been restated to include central costs which were previously allocated to MMS that have remained with the Group post deal close.
Adjusted profit margins for the discontinued MMS business are not considered meaningful since they exclude central costs previously allocated to the division, thus artificially increasing the profit attributable to the operating unit.
Specific adjusting items
Specific adjusting items from continuing operations were £47.6 million (2024: £22.4 million) and comprised the following:
|
|
|
2025 |
2024 |
|
Specific adjusting items from continuing operations |
|
|
|
|
Impairment of non-financial assets |
|
(15.6) |
(4.2) |
|
Business simplification restructuring |
|
(13.4) |
(12.4) |
|
Design, configuration, customisation and implementation of a Global ERP system |
|
(13.3) |
(5.2) |
|
Reversal of prior year impairments following Argentina's currency devaluation |
|
1.9 |
0.5 |
|
Residual costs associated with the cyber security incident |
|
- |
(1.1) |
|
Movement in fair value of consideration shares held at FVTPL |
|
(7.2) |
- |
|
Total specific adjusting items from continuing operations before income tax |
|
(47.6) |
(22.4) |
|
Income tax credit from specific adjusting items |
|
1.5 |
2.3 |
|
Total specific adjusting items from continuing operations after income tax |
|
(46.1) |
(20.1) |
During 2025, the Group has recognised an impairment charge of £15.6 million related to certain specialist assets at a UK site which are dedicated to the Semiconductor market. Our current view of future demand for this market subsegment indicates that these assets will not be utilised. Since this specialist machinery cannot be redeployed to fulfil other demand in the near term without further investment we have fully impaired the asset, in-line with the requirements of 'IAS 36 - Impairment of assets'. There is no change to our previously communicated expectations for the Semiconductor market opportunity for Morgan.
The Group has recorded a cumulative total of £28.6 million impairment charges recognised in current and prior periods, for assets which it continues to use. These impairments could be reversed if the businesses were to outperform significantly against their budgets and strategic plans, or if market conditions materially change. A sensitivity analysis was carried out using reasonably possible changes to the key assumptions in assessing the value in use of these non-financial assets. This did not result in a material reversal of the remaining impaired amounts in 2025 (2024: £nil); the only impairment reversed during the year relates to trading assets in Argentina, as noted below. Refer to note 4 to the condensed consolidated financial statements for details of the impairment review and key assumptions made.
The Group incurred total expenditure of £14.3 million in respect of our business simplification and restructuring programme during the year (2024: £13.1 million). Of this total, £13.4 million relates to continuing operations (2024: 12.4 million) with the balance of £0.9 million incurred by MMS and included within discontinued operations (2024: £0.7 million).
As at 31 December 2025, the Group's business simplification initiatives have delivered total cumulative adjusted operating profit* benefits of £24 million, compared to our 2023 baseline, for a total cost total of £35 million. During 2025, we have rephased certain planned activities to ensure clear prioritisation and execution throughout the business. We continue to expect to deliver total cumulative savings of £27 million by 2026, compared to the 2023 baseline, for a total cost of approximately £40 million.
The Group incurred £13.3 million of exceptional costs associated with the design, configuration, customisation and implementation of a Global ERP system (2024: £5.2 million). We made good progress in 2025, completing a pilot system roll-out and finalising design and build ahead of a go-live of material sites across North America and Europe during 2026. We anticipate that roll-out and implementation will be completed by the end of 2027. Alongside our investment in implementation, we are building out a dedicated ERP and project team that will remain with the business post-implementation and these costs are recognised within underlying results. We expect to incur ERP implementation costs of between £22-24 million in 2026 which will be recognised within specific adjusting items.
The Group recognised a credit of £1.9 million relating to the reversal of a fixed asset impairment associated with operations in Argentina. The impairment was recognised in 2023, following a currency devaluation of more than 50%. During 2025, we have successfully repatriated a cash dividend from Argentina to the UK via the Bopreal mechanism and the business has continued to operate profitably despite ongoing economic uncertainty. Accordingly, the Group has recognised a full reversal of its previous fixed asset impairment.
Within 'specific adjusting items' from continuing operations, the Group recognised a fair value and foreign exchange loss on consideration shares received in a listed Indian business as part of the consideration received for the disposal of MMS. Further details of the MMS transaction are set out below.
|
|
|
2025 |
2024 |
|
Specific adjusting items from discontinuing operations1 |
|
|
|
|
Net restructuring charge |
|
(0.9) |
(0.7) |
|
Gain on disposal of MMS |
|
28.5 |
- |
|
Other |
|
- |
0.1 |
|
Total specific adjusting items from discontinuing operations before income tax |
|
27.6 |
(0.6) |
|
Income tax credit from specific adjusting items |
|
(7.7) |
0.2 |
|
Total specific adjusting items from discontinuing operations after income tax |
|
19.9 |
(0.4) |
1 Details of specific adjusting items arising during the year and the comparative period are given in note 4 to the condensed consolidated financial statements.
Gain on disposal of MMS
During the year the Group announced the sale of its MMS business to Vesuvius plc. MMS was previously reported within the Thermal Products reporting segment. The business represents a major line of business and therefore meets the criteria of a disposal group under IFRS 5. The results of MMS for the year ended 31 December 2024 and the period up to the completion of the transaction on 12 November 2025 are presented as discontinued operations in the Group's audited financial statements.
MMS was sold for total consideration of £76.2 million. The transaction was structured as an acquisition of Morgan's 75% shareholding in its Indian listed subsidiary, Morganite Crucible (India) Limited ('MCIL'), by Vesuvius' Indian listed subsidiary, Foseco India Ltd ('FIL'), with consideration for the acquisition being the issuance of new FIL shares to Morgan, plus a cash acquisition for the remainder of the MMS business ('Rest of World').
At completion, Morgan received 1.2 million consideration shares in FIL, which represents a circa 15% shareholding in FIL valued at approximately £55.7 million. These shares are subject to a six-month lock-up period post-initial listing, in accordance with applicable Indian regulations.
In addition, Morgan received £20.5 million in cash as gross consideration for the Rest of World Transaction, which was subject to customary post-completion cash, debt and working capital adjustments and prior to any taxes, fees and other expenses related to the overall MMS transaction.
The calculation of the gain on disposal of MMS is presented in the table below. The gain on disposal has been included in 'specific adjusting items' within discontinued operations in the consolidated income statement.
It is our intention to sell the consideration shares and therefore they have been designated as held for trading and are recognised at fair value through profit and loss and revalued at the balance sheet date by reference to the publicly listed share price. Movements in share price and associated foreign exchange movements are recognised in specific adjusting items due to their nature and size. In accordance with applicable accounting standards, the fair value movement in the consideration shares held is recognised within continuing operations as it relates to an asset held by the continuing business.
|
|
|
|
|
Share consideration |
|
55.7 |
|
Cash consideration |
|
20.5 |
|
Total consideration |
|
76.2 |
|
|
|
|
|
Goodwill and other intangibles |
|
(8.8) |
|
Other non-current assets |
|
(21.6) |
|
Current assets |
|
(18.7) |
|
Liabilities |
|
10.6 |
|
Net assets disposed |
|
(38.5) |
|
|
|
|
|
Transaction costs |
|
(7.0) |
|
Cumulative foreign exchange |
|
(5.1) |
|
Non-controlling interest |
|
2.9 |
|
Pre-tax gain on disposal |
|
28.5 |
Statutory operating profit
Statutory operating profit from continuing operations was £45.2 million (2024 restated: £99.2 million), a significant reduction compared to the prior year driven by reduced revenues and increased charges from specific adjusting items as a result of our investment in the Global ERP programme, the fair value and foreign exchange loss on consideration shares held following the disposal of MMS, and the impairment of certain Semiconductor related assets.
Net financing costs
Net financing costs of £22.2 million (2024: £19.0 million) comprise net bank interest and similar charges of £17.8 million (2024: £15.8 million), interest payable on supplier finance arrangements of £1.2 million (2024: £nil), net interest on IAS 19 pension obligations of £0.4 million (2024: £0.6 million), and interest expense on lease liabilities of £2.8 million (2024: £2.6 million) resulting from IFRS 16 Leases.
Net financing costs for 2026 are expected to be within the range of £22-26 million.
Taxation
The Group tax charge from continuing operations, excluding specific adjusting items, was £19.4 million (2024: £27.0 million). The effective tax rate, excluding specific adjusting items, was 27.5% (2024: 26.3%). Note 6 to the condensed consolidated financial statements provides additional information on the Group's tax charge.
On a statutory basis, the Group tax charge was £17.9 million (2024: £24.7 million), lower than the previous year due to lower taxable profits.
We expect our effective tax rate, excluding specific adjusting items, to be within the 27-28% range in 2026.
Tax risks
The Group follows a Tax Policy to fulfil local and international tax requirements, maintaining accurate and timely tax compliance whilst seeking to maximise long-term shareholder value. The Group adopts an open and transparent approach to relationships with tax authorities and continues to monitor and adopt new reporting requirements, for example those arising from the implementation of the OECD Base Erosion and Profit Shifting proposals within tax legislation across various jurisdictions.
The tax strategy is aligned to the Group's business strategy and ensures that tax affairs have strong commercial substance. Tax risks are set out in the 'Risk Management' section in the Annual Report and Accounts.
Earnings per share
Basic earnings per share from continuing operations was a loss of 1.0 pence per share (2024: 16.5 pence) and adjusted earnings per share* was 15.9 pence (2024: 24.2 pence).
Basic earnings per share from continuing operations was impacted by overall trading performance and increased charges from specific adjusting items, as noted above.
See note 8 to the condensed consolidated financial statements.
Foreign currency impact
The Group receives revenue and incurs expenses in a number of foreign currencies and, as such, movements in foreign exchange rates can materially impact the Group's financial results.
For illustrative purposes, the table below provides details of the impact on 2025 revenue and Group adjusted operating profit* if the actual reported results, calculated using 2025 average exchange rates were restated for GBP weakening by 10 cents against the US dollar in isolation and 10 cents against the Euro in isolation:
|
Increase in 2025 revenue/adjusted operating profit1 if: |
Revenue |
Adjusted operating profit1 |
|
GBP weakens by 10c against the US Dollar in isolation |
39.0 |
3.8 |
|
GBP weakens by 10c against the Euro in isolation |
17.8 |
2.5 |
1 Definitions of these non-GAAP measures and reconciliations to the equivalent statutory measure can be found in the 'Glossary and Alternative Performance Metrics' section at the end of this announcement.
The principal exchange rates used in the translation of the results of overseas subsidiaries were as follows:
|
GBP to: |
2025 |
2024 |
||
|
Closing rate |
Average rate |
Closing rate |
Average rate |
|
|
US Dollar |
1.35 |
1.32 |
1.25 |
1.28 |
|
Euro |
1.15 |
1.17 |
1.21 |
1.18 |
Cash flow
|
|
2025 |
Restated 2024 |
|
Adjusted operating profit from continuing operations |
93.8 |
123.3 |
|
Adjusted operating profit from discontinued operations |
5.3 |
5.1 |
|
Headline adjusted operating profit |
99.1 |
128.4 |
|
Adjusted for: |
|
|
|
Depreciation |
42.0 |
42.7 |
|
'Specific adjusting items' cash outflows |
(22.8) |
(20.4) |
|
Loss/(Profit) on sale of PPE |
0.5 |
(3.0) |
|
Equity-settled share-based payments |
2.0 |
2.8 |
|
Net working capital movements |
50.4 |
14.6 |
|
Other items |
(2.6) |
(2.1) |
|
Cash generated from operations |
168.6 |
163.0 |
|
Net capital expenditure |
(65.9) |
(90.2) |
|
Net interest on cash and borrowings |
(18.8) |
(15.3) |
|
Tax paid |
(26.4) |
(29.2) |
|
Lease payments and interest |
(12.1) |
(13.2) |
|
Free cash flow before acquisitions, disposals and dividends1 |
45.4 |
15.1 |
|
Dividends paid to external shareholders |
(34.1) |
(34.5) |
|
Net cash flows from other investing and financing activities |
(23.9) |
(19.6) |
|
MMS cash proceeds, net of tax paid |
10.0 |
- |
|
Exchange movement and other non-cash movements |
(3.4) |
(2.0) |
|
Movement in net debt1 |
(6.0) |
(41.0) |
|
Opening net debt1 |
(226.2) |
(185.2) |
|
Closing net debt1 |
(232.2) |
(226.2) |
|
Lease liabilities |
(49.2) |
(47.1) |
|
Closing net debt1 and lease liabilities |
(281.4) |
(273.3) |
1 Definitions of these non-GAAP measures and reconciliations to the equivalent statutory measure can be found in the 'Glossary and Alternative Performance Metrics' section at the end of this announcement.
The Group generated cash from operations of £168.6 million (2024: £163.0 million) which was £5.6 million higher than the previous year, with lower headline adjusted operating profit* materially offset by a continued focus on working capital management as a result of focused initiatives across the Group. Working capital initiatives included the initiation of a focused Supplier Financing arrangement for those areas of the business where supplier terms are materially below standard industry levels and an extension of our non-recourse debt factoring programme. These initiatives improve the Group's diversification and cost of liquidity, and the total benefit from these arrangements as at 31 December 2025 was £37.2 million.
Free cash flow before acquisitions, disposals and dividends* was £45.4 million (2024: £15.1 million). The increase in free cashflow was driven by a significant reduction in capital expenditure compared to the prior year following the reduction of the scope of our investment in Semiconductor capacity.
For the purposes of compliance with external debt covenants, net debt* is calculated excluding IFRS 16 lease liabilities. On this basis, net debt* was £232.2 million (2024: £226.2million), representing a net debt* to continuing operations EBITDA* ratio of 1.9 times (2024: 1.5 times). On a headline basis, which includes the profits earned from MMS up to the date of disposal, net debt* to headline EBITDA ratio was 1.8 times (2024: 1.4 times). The Group has yet to receive the majority of the consideration associated with the sale of MMS and the value of these consideration shares was £47.2 million at the balance sheet date. Leverage on a continuing basis will begin to return towards our target range during 2026 upon realisation of these proceeds. We expect leverage to be at or around 1.7x by the end of 2026.
Commitments for property, plant and equipment and computer software for which no provision has been made amount to £1.8 million. Treasury and risk management policies, which remain unchanged from the prior year, are set out in the Annual Report and Accounts.
Liquidity
At the balance sheet date, the Group had net cash and cash equivalents* of £74.2 million (2024: £111.5 million) and undrawn headroom on its revolving credit facility of £295.3 million (2024: £279.3 million).
Capital structure
At the year end total equity was £348.9 million (2024: £389.3 million) with closing net debt* of £232.2 million (2024: £226.2 million). Non-current assets were £568.5 million (2024: £579.3 million) and total assets were £984.8 million (2024: £1,077.1 million).
Final dividend
The Board is recommending a final dividend, subject to shareholder approval, of 6.8 pence per share on the Ordinary share capital of the Group, payable on 12 May 2026 to Ordinary shareholders on the register at the close of business on 10 April 2026. The ex-dividend date is 9 April 2026.
Together with the interim dividend of 5.4 pence per share paid on 17 November 2025, this final dividend, if approved by shareholders, brings the total distribution for the year to 12.2 pence per share (2024: 12.2 pence).
A total dividend of 12.2 pence per share represents a dividend cover of adjusted EPS* of 1.3 times. The Board has committed to maintaining then growing the Ordinary dividend with adjusted earnings cover of circa 2.5 times.
Note 14 to the Company financial statements included within the 2025 Annual Report and Accounts provides additional information on the Company's distributable reserves.
Share buyback
On 5 November 2024, the Group announced its intention to undertake a buyback programme of up to a maximum £40 million, excluding expenses. In December 2025, we announced our intention to pause the buyback programme after the second £10 million tranche had been completed in order to support our focus on balance sheet resilience.
As at 31 December 2025, the Group had purchased 8,576,587 shares, for total consideration of £19.9 million including fees and stamp duty. The second tranche completed in January 2026.
Post balance sheet events
There were no reportable post balance sheet events following the balance sheet date.
We note the emerging situation in the Middle East. Whilst the Group has a small footprint in the region, with a relatively low profit exposure we are mindful that the situation could have an impact on broader trade and cost inflation. It is too early to assess the potential impact for 2026 and our primary focus is the safety of our employees.
Group principal risks and uncertainties
The Board considers that risk management and internal control are fundamental to achieving the Group's strategic objectives. Principal and emerging risks are identified both 'top-down' by the Board and the Executive Committee and 'bottom-up' through the divisions and central functions. Senior executives are responsible for the strategic management of the Group's principal and emerging risks, including related policy, guidelines and processes, subject to Board oversight.
Not all the risks identified as part of our risk management processes are considered principal risks. Principal risks are individual risks, or a combination of risks, which could result in circumstances that might threaten the Group's reputation or business model, its future performance, solvency or liquidity. As with all businesses operating in a dynamic environment, some risks may not yet be known, whilst other low-level risks could become material in the future.
The Board has ultimate responsibility for the Group's systems of risk management and internal control and ensures the Group's risk processes and systems of internal control are robust, monitored and evolve to address changing business conditions and threats. Principal and emerging risks are formally reviewed throughout the year by the Board and the Audit Committee. Risk appetite is discussed and threshold for principal risks are agreed. The overall system of risk management is reviewed by the Audit Committee on behalf of the Board.
Emerging risks
Emerging risks are 'new' risks that have the potential to crystallise in the future, but are unlikely to impact the Group during the next year. The potential future impact of such risks is often uncertain. They may begin to evolve rapidly or simply not materialise.
Key emerging risk
Generative artificial intelligence: The Group is monitoring developments in regulatory requirements of generative artificial intelligence, its potential wider impacts on our business model and strategy as well as evaluating appropriate mitigating measures.
2025 risk and control assessments
During 2025, the Board undertook a comprehensive review of the Group's overall risk profile, which involved detailed discussion of risk assessment outputs provided by the divisions and central functions. This included deep dives into principal risks and horizon scanning, identifying emerging risk themes. The Board actively engaged in discussions on risk trends and mitigation strategies, ensuring alignment with the Group's strategic objectives for 2025 and beyond.
Members of the Board, Audit and Executive Committee received regular updates on the Group's principal risks and the steps taken to mitigate any potential impacts throughout the year, supplemented by thematic reviews and assurance reports from internal and external sources.
Principal risks
The principal risks and uncertainties outlined in the strategic report of the 2025 Annual report and Accounts set out a description of the Group's principal risks and related mitigation measures, as agreed by the Board, and describe how these principal risks may affect Morgan Advanced Material's ability to deliver its strategy.
The identified principal risks relate to: • External environment; • Business change and development; • Business continuity; • Environment, health & safety; • IT infrastructure and security; • Legal and regulatory; and • Key financial processes.
Going concern
The Group meets its day-to-day working capital requirements through local banking arrangements underpinned by the Group's £230 million unsecured multi-currency revolving credit facility, which matures in November 2029. As at 31 December 2025, the Group had significant available liquidity and headroom on its covenants. Total committed borrowing facilities were £601.7 million. The amount drawn under these facilities was £306.4 million, which together with net cash and cash equivalents of £74.2 million, gave a total headroom of £369.5 million. The multi-currency revolving credit facility was undrawn. The €150 million delayed draw Term Loan was €75 million drawn. The Group has scheduled debt maturities of $97 million and €25 million due in October 2026 and it expects to repay these facilities using existing facilities.
The principal borrowing facilities are subject to covenants that are measured bi-annually in June and December, being net debt* to EBITDA* of a maximum of 3 times and interest cover of a minimum of 4 times, based on measures defined in the facilities agreements which are adjusted from the equivalent IFRS amounts.
The Group has carefully modelled its cash flow outlook, taking account of reasonably possible changes in trading performance, exchange rates and plausible downside scenarios. This review indicated that there was sufficient headroom and liquidity for the business to continue for the 18-month period based on the facilities available as discussed in note 1 to the condensed consolidated financial statements. The Group was also expected to be in compliance with the required covenants discussed above.
After making enquiries, and in the absence of any material uncertainties, the Directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for a period of 18 months from the date of signing this Annual Report and Accounts. Accordingly, they continue to adopt the going concern basis in preparing the Annual Report and Accounts.
Further information is provided in note 1 to the Condensed consolidated Financial Statements under the heading 'Going concern'.
Directors' responsibilities statement
The responsibility statement below has been prepared in connection with the Group's full Annual Report and Accounts for the year to 31 December 2025. Certain parts thereof are not included within these Results.
Each of the Directors, whose names and functions are included in the Annual Report and Accounts 2025 confirm that, to the best of their knowledge:
|
· |
the financial statements, prepared in accordance with the relevant financial reporting framework, give a true and fair view of the assets, liabilities, financial position and profit or loss of the company and the undertakings included in the consolidation taken as a whole; |
|
· |
the strategic report includes a fair review of the development and performance of the business and the position of the company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face; and |
|
· |
the annual report and financial statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the company's position and performance, business model and strategy. |
This responsibility statement was approved by the Board of Directors on 2 March 2026.
By order of the Board,
|
Director |
Director |
|
D. Caby |
R. Armitage |
Audited financial information
The condensed consolidated financial statements and notes 1 to 17 for the year ended 31 December 2025 included below are derived from the Group's consolidated financial statements which have been audited by Deloitte LLP. The unmodified audit report is available for inspection at the Group's registered office.
Consolidated income statement
|
|
|
Year ended 31 December 2025 |
Year ended 31 December 2024 |
||||
|
|
|
Results before specific adjusting items |
Specific adjusting items2 |
Total |
Restated results before specific adjusting items1 |
Restated specific adjusting items2 |
Total1 |
|
|
Note |
£m |
£m |
£m |
£m |
£m |
£m |
|
|
|
|
|
|
|
|
|
|
Revenue |
3 |
996.6 |
- |
996.6 |
1,060.1 |
- |
1,060.1 |
|
Operating costs before amortisation of intangible assets, impairments and reversal of impairments of non-financial assets |
|
(902.8) |
(32.0) |
(934.8) |
(936.8) |
(18.2) |
(955.0) |
|
Profit from operations before amortisation of intangible assets, impairments and reversal of impairments of non-financial assets |
3 |
93.8 |
(32.0) |
61.8 |
123.3 |
(18.2) |
105.1 |
|
Amortisation of intangible assets |
|
(1.0) |
- |
(1.0) |
(1.7) |
- |
(1.7) |
|
Impairment of non-financial assets |
4 |
- |
(15.6) |
(15.6) |
- |
(4.2) |
(4.2) |
|
Reversal of impairments of non-financial assets |
4 |
- |
- |
- |
- |
- |
- |
|
Operating profit |
3 |
92.8 |
(47.6) |
45.2 |
121.6 |
(22.4) |
99.2 |
|
Finance income |
|
2.9 |
- |
2.9 |
2.6 |
- |
2.6 |
|
Finance expense |
|
(25.1) |
- |
(25.1) |
(21.6) |
- |
(21.6) |
|
Net financing costs |
5 |
(22.2) |
- |
(22.2) |
(19.0) |
- |
(19.0) |
|
Profit before taxation |
|
70.6 |
(47.6) |
23.0 |
102.6 |
(22.4) |
80.2 |
|
Income tax expense |
6 |
(19.4) |
1.5 |
(17.9) |
(27.0) |
2.3 |
(24.7) |
|
Profit from continuing operations |
|
51.2 |
(46.1) |
5.1 |
75.6 |
(20.1) |
55.5 |
|
Profit from discontinued operations |
7 |
3.8 |
19.9 |
23.7 |
3.7 |
(0.4) |
3.3 |
|
Profit for the year |
|
55.0 |
(26.2) |
28.8 |
79.3 |
(20.5) |
58.8 |
|
Profit for the year attributable to: |
|
|
|
|
|
|
|
|
Shareholders of the Company |
|
47.3 |
(26.2) |
21.1 |
70.8 |
(20.5) |
50.3 |
|
Non-controlling interests |
|
7.7 |
- |
7.7 |
8.5 |
- |
8.5 |
|
Profit for the year |
|
55.0 |
(26.2) |
28.8 |
79.3 |
(20.5) |
58.8 |
|
|
|
|
|
|
|
|
|
|
Earnings per share |
8 |
|
|
|
|
|
|
|
Continuing and discontinued operations |
|
|
|
|
|
|
|
|
Basic earnings per share |
|
|
|
7.5p |
|
|
17.7p |
|
Diluted earnings per share |
|
|
|
7.5p |
|
|
17.5p |
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
|
|
|
|
|
|
|
Basic earnings per share |
|
|
|
(1.0)p |
|
|
16.5p |
|
Diluted earnings per share |
|
|
|
(0.9)p |
|
|
16.4p |
|
|
|
|
|
|
|
|
|
|
Dividends3 |
|
|
|
|
|
|
|
|
Interim dividend - pence |
|
|
|
5.4p |
|
|
5.4p |
|
- £m |
|
|
|
15.0 |
|
|
15.4 |
|
Proposed final dividend - pence |
|
|
|
6.8p |
|
|
6.8p |
|
- £m |
|
|
|
18.8 |
|
|
19.3 |
1. The Group disposed of the majority of its MMS business in 2025. The disposal group formed part of the Thermal Products segment and has been classified as a discontinued operation under IFRS 5. Financial results for the year ended 31 December 2024 have been restated to present the results of the disposal group as discontinued operations.
2. Details of specific adjusting items are given in Note 4 to the condensed consolidated financial statements.
3. The proposed final dividend is based upon the number of Ordinary shares outstanding at the balance sheet date.
Consolidated statement of comprehensive income
|
|
|
Year ended 31 December 2025 |
Restated Year ended 31 December 20241 |
|
|
Note |
£m |
£m |
|
|
|
|
|
|
Profit for the year |
|
28.8 |
58.8 |
|
Other comprehensive expense: |
|
|
|
|
Items that will not be reclassified subsequently to income statement: |
|
|
|
|
Remeasurement (loss)/gain on defined benefit plans |
15 |
(0.1) |
1.3 |
|
Tax effect of components of other comprehensive income not reclassified |
6 |
(0.1) |
(0.6) |
|
|
|
(0.2) |
0.7 |
|
Items that may be reclassified subsequently to income statement: |
|
|
|
|
Foreign exchange translation differences |
|
(23.2) |
(11.0) |
|
Cash flow hedges: |
|
|
|
|
Change in fair value |
|
0.4 |
(0.3) |
|
Transferred to income statement |
|
0.4 |
(1.0) |
|
Net investment hedges: |
|
|
|
|
Change in fair value |
|
2.9 |
1.7 |
|
|
|
(19.5) |
(10.6) |
|
Total other comprehensive expense |
|
(19.7) |
(9.9) |
|
Total comprehensive income |
|
9.1 |
48.9 |
|
|
|
|
|
|
Attributable to: |
|
|
|
|
Shareholders of the Company |
|
3.5 |
41.4 |
|
Non-controlling interests |
|
5.6 |
7.5 |
|
|
|
9.1 |
48.9 |
|
|
|
|
|
|
Total comprehensive income attributable to shareholders of the Company arising from: |
|
|
|
|
Continuing operations |
|
(19.7) |
38.5 |
|
Discontinued operations |
|
23.2 |
2.9 |
|
|
|
3.5 |
41.4 |
1. The Group disposed of the majority of its MMS business in 2025. The disposal group formed part of the Thermal Products segment and has been classified as a discontinued operation under IFRS 5. Financial results for the year ended 31 December 2024 have been restated to present the results of the disposal group as discontinued operations.
Consolidated balance sheet
|
|
Note |
As at 31 December 2025 |
As at 31 December 2024 |
|
Assets |
|
|
|
|
Property, plant and equipment |
9 |
326.0 |
344.9 |
|
Right-of-use assets |
10 |
36.4 |
32.5 |
|
Intangible assets: goodwill |
11 |
163.7 |
176.9 |
|
Intangible assets: other |
11 |
3.2 |
3.0 |
|
Investments |
12 |
0.5 |
2.0 |
|
Trade and other receivables |
|
3.1 |
3.6 |
|
Employee benefits: pensions |
15 |
12.4 |
13.0 |
|
Deferred tax assets |
|
23.2 |
21.4 |
|
Total non-current assets |
|
568.5 |
597.3 |
|
Inventories |
|
146.5 |
165.9 |
|
Derivative financial assets |
14 |
2.0 |
1.2 |
|
Trade and other receivables |
|
139.1 |
189.6 |
|
Investments |
12 |
47.2 |
- |
|
Current tax receivable |
|
2.2 |
2.3 |
|
Cash and cash equivalents |
13 |
79.3 |
120.8 |
|
Total current assets |
|
416.3 |
479.8 |
|
Total assets |
|
984.8 |
1,077.1 |
|
Liabilities |
|
|
|
|
Borrowings |
|
212.1 |
337.7 |
|
Lease liabilities |
|
38.1 |
36.1 |
|
Employee benefits: pensions |
15 |
34.4 |
34.5 |
|
Provisions |
16 |
9.9 |
10.9 |
|
Non-trade payables |
|
2.7 |
2.8 |
|
Deferred tax liabilities |
|
1.0 |
2.7 |
|
Total non-current liabilities |
|
298.2 |
424.7 |
|
Borrowings and bank overdrafts |
|
99.4 |
9.3 |
|
Lease liabilities |
|
11.1 |
11.0 |
|
Trade and other payables |
|
194.6 |
204.1 |
|
Current tax payable |
|
24.0 |
26.6 |
|
Provisions |
16 |
8.1 |
9.5 |
|
Derivative financial liabilities |
14 |
0.5 |
2.6 |
|
Total current liabilities |
|
337.7 |
263.1 |
|
Total liabilities |
|
635.9 |
687.8 |
|
Total net assets |
|
348.9 |
389.3 |
|
Equity |
|
|
|
|
Share capital |
|
69.2 |
70.9 |
|
Share premium |
|
111.7 |
111.7 |
|
Reserves |
|
(13.7) |
(8.2) |
|
Retained earnings |
|
149.4 |
179.3 |
|
Total equity attributable to shareholders of the Company |
|
316.6 |
353.7 |
|
Non-controlling interests |
|
32.3 |
35.6 |
|
Total equity |
|
348.9 |
389.3 |
Consolidated statement of changes in equity
|
|
Share capital |
Share premium |
Translation Reserve |
Hedging Reserve |
Fair value reserve |
Capital redemption reserve |
Other reserves |
Retained earnings |
Total parent equity |
Non-controlling interests |
Total Equity |
|
At 1 January 2024 |
71.3 |
111.7 |
(29.9) |
1.1 |
(1.0) |
35.7 |
0.6 |
170.8 |
360.3 |
38.3 |
398.6 |
|
Profit for the year |
- |
- |
- |
- |
- |
- |
- |
50.3 |
50.3 |
8.5 |
58.8 |
|
Other comprehensive income/(expense): |
|
|
|
|
|
|
|
|
|
|
|
|
Remeasurement gain on defined benefit plans and related taxes |
- |
- |
- |
- |
- |
- |
- |
0.7 |
0.7 |
- |
0.7 |
|
Foreign exchange differences and related taxes |
- |
- |
(10.0) |
- |
- |
- |
- |
- |
(10.0) |
(1.0) |
(11.0) |
|
Cash flow hedging fair value changes and transfers |
- |
- |
- |
(1.3) |
- |
- |
- |
- |
(1.3) |
- |
(1.3) |
|
Net investment hedging fair value changes and transfers |
- |
- |
1.7 |
- |
- |
- |
- |
- |
1.7 |
- |
1.7 |
|
Total other comprehensive income/(expense) |
- |
- |
(8.3) |
(1.3) |
- |
- |
- |
0.7 |
(8.9) |
(1.0) |
(9.9) |
|
Total comprehensive income/(expense) |
- |
- |
(8.3) |
(1.3) |
- |
- |
- |
51.0 |
41.4 |
7.5 |
48.9 |
|
Transactions with owners: |
|
|
|
|
|
|
|
|
|
|
|
|
Dividends |
- |
- |
- |
- |
- |
- |
- |
(34.5) |
(34.5) |
(8.1) |
(42.6) |
|
Equity-settled share-based payments |
- |
- |
- |
- |
- |
- |
- |
2.8 |
2.8 |
- |
2.8 |
|
Own shares acquired for share incentive schemes (net) |
- |
- |
- |
- |
- |
- |
- |
(3.3) |
(3.3) |
- |
(3.3) |
|
Purchase of own shares for share buyback programme |
- |
- |
- |
- |
- |
- |
(10.0) |
- |
(10.0) |
- |
(10.0) |
|
Cancellation of own shares under share buyback programme |
(0.4) |
- |
- |
- |
- |
0.4 |
4.5 |
(4.5) |
- |
- |
- |
|
Purchase of non-controlling interest |
- |
- |
- |
- |
- |
- |
- |
(3.0) |
(3.0) |
(2.1) |
(5.1) |
|
At 31 December 2024 |
70.9 |
111.7 |
(38.2) |
(0.2) |
(1.0) |
36.1 |
(4.9) |
179.3 |
353.7 |
35.6 |
389.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the year |
- |
- |
- |
- |
- |
- |
- |
21.1 |
21.1 |
7.7 |
28.8 |
|
Other comprehensive income/(expense): |
|
|
|
|
|
|
|
|
|
|
|
|
Remeasurement loss on defined benefit plans and related taxes |
- |
- |
- |
- |
- |
- |
- |
(0.2) |
(0.2) |
- |
(0.2) |
|
Foreign exchange differences and related taxes |
- |
- |
(21.1) |
- |
- |
- |
- |
- |
(21.1) |
(2.1) |
(23.2) |
|
Cash flow hedging fair value changes and transfers |
- |
- |
- |
0.8 |
- |
- |
- |
- |
0.8 |
- |
0.8 |
|
Net investment hedging fair value changes and transfers |
- |
- |
2.9 |
- |
- |
- |
- |
- |
2.9 |
- |
2.9 |
|
Total other comprehensive income/(expense) |
- |
- |
(18.2) |
0.8 |
- |
- |
- |
(0.2) |
(17.6) |
(2.1) |
(19.7) |
|
Total comprehensive income/(expense) |
- |
- |
(18.2) |
0.8 |
- |
- |
- |
20.9 |
3.5 |
5.6 |
9.1 |
|
Transactions with owners: |
|
|
|
|
|
|
|
|
|
|
|
|
Dividends |
- |
- |
- |
- |
- |
- |
- |
(34.1) |
(34.1) |
(6.0) |
(40.1) |
|
Equity-settled share-based payments |
- |
- |
- |
- |
- |
- |
- |
1.9 |
1.9 |
- |
1.9 |
|
Own shares acquired for share incentive schemes (net) |
- |
- |
- |
- |
- |
- |
- |
(3.5) |
(3.5) |
- |
(3.5) |
|
Purchase of own shares for share buyback programme |
- |
- |
- |
- |
- |
- |
(10.0) |
- |
(10.0) |
- |
(10.0) |
|
Cancellation of own shares under share buyback programme |
(1.7) |
- |
- |
- |
- |
1.7 |
15.1 |
(15.1) |
- |
- |
- |
|
Reclassification to income statement on disposal of business |
- |
- |
5.1 |
- |
- |
- |
- |
- |
5.1 |
(2.9) |
2.2 |
|
At 31 December 2025 |
69.2 |
111.7 |
(51.3) |
0.6 |
(1.0) |
37.8 |
0.2 |
149.4 |
316.6 |
32.3 |
348.9 |
Consolidated statement of cash flows
|
|
Note |
Year ended 31 December 2025 |
Restated1 |
|
Operating activities |
|
|
|
|
Profit for the year from continuing operations |
|
5.1 |
55.5 |
|
Profit for the year from discontinued operations |
7 |
23.7 |
3.3 |
|
|
|
|
|
|
Adjustments for: |
|
|
|
|
Depreciation - property, plant and equipment |
|
33.6 |
34.1 |
|
Depreciation - right-of-use assets |
|
8.4 |
8.6 |
|
Amortisation |
|
1.0 |
1.7 |
|
Net financing costs |
5 |
22.2 |
19.0 |
|
Profit on disposal of business |
|
(28.5) |
- |
|
Non-cash specific adjusting items included in operating profit |
|
18.4 |
4.5 |
|
Fair value loss/(gain) on equity instruments held at FVTPL |
|
7.3 |
(1.9) |
|
Loss/(profit) on sale of property, plant and equipment |
|
0.5 |
(3.0) |
|
Income tax expense |
6,7 |
27.1 |
25.9 |
|
Equity-settled share-based payment expense |
|
2.0 |
2.8 |
|
Cash generated from operations before changes in working capital and provisions |
|
120.8 |
150.5 |
|
Decrease/(increase) in trade and other receivables |
|
34.2 |
(0.5) |
|
Decrease in inventories |
|
6.0 |
6.7 |
|
Increase in trade and other payables |
|
10.2 |
8.4 |
|
Decrease in provisions |
|
(2.0) |
(1.0) |
|
Payments to defined benefit pension plans (net of IAS 19 pension charges) |
15 |
(0.6) |
(1.1) |
|
Cash generated from operations |
|
168.6 |
163.0 |
|
Interest paid - borrowings and overdrafts |
|
(21.6) |
(17.9) |
|
Interest paid - lease liabilities |
|
(2.8) |
(2.6) |
|
Income tax paid |
|
(26.4) |
(29.2) |
|
Net cash from operating activities |
|
117.8 |
113.3 |
|
Investing activities |
|
|
|
|
Purchase of property, plant and equipment and software |
|
(67.1) |
(96.1) |
|
Purchase of investments |
|
(0.4) |
(0.1) |
|
Proceeds from sale of property, plant and equipment |
|
1.0 |
5.4 |
|
Grants received for purchase of equipment |
|
0.2 |
0.5 |
|
Interest received |
|
2.8 |
2.6 |
|
Disposal of investments |
|
1.3 |
1.7 |
|
Disposal of business |
|
17.4 |
- |
|
Tax paid on disposal of business |
|
(7.4) |
- |
|
Net cash from investing activities |
|
(52.2) |
(86.0) |
|
Financing activities |
|
|
|
|
Purchase of own shares for share incentive schemes |
|
(3.6) |
(3.5) |
|
Proceeds from exercise of share options |
|
- |
0.2 |
|
Purchase of own shares for share buyback programme |
|
(15.2) |
(4.7) |
|
Purchase of non-controlling interest |
|
- |
(5.1) |
|
Increase in borrowings |
|
38.8 |
121.3 |
|
Repayment of borrowings |
|
(70.1) |
(88.0) |
|
Payment of lease liabilities |
|
(9.3) |
(10.6) |
|
Dividends paid to shareholders of the Company |
|
(34.1) |
(34.5) |
|
Dividends paid to non-controlling interests |
|
(6.0) |
(8.1) |
|
Net cash from financing activities |
|
(99.5) |
(33.0) |
|
Net decrease in cash and cash equivalents and overdrafts |
|
(33.9) |
(5.7) |
|
Cash and cash equivalents at start of the year |
|
111.5 |
124.5 |
|
Effect of exchange rate fluctuations on cash held |
|
(3.4) |
(7.3) |
|
Net cash and cash equivalents at year end |
|
74.2 |
111.5 |
1. The Group disposed of the majority of its MMS business in 2025. The disposal group formed part of the Thermal Products segment and has been classified as a discontinued operation under IFRS 5. Financial results for the year ended 31 December 2024 have been restated to present the results of the disposal group as discontinued operations.
Notes to the condensed consolidated financial statements
Note 1. Basis of preparation, changes in accounting policies and areas of significant judgement and estimate
These condensed consolidated financial statements do not constitute statutory accounts as defined by Section 434 of the Companies Act 2006 but have been extracted from the audited Group financial statements for the year ended 31 December 2025. The Group financial results for the year ended 31 December 2025 have been audited and will be delivered to the Registrar of Companies in accordance with Section 441 of the Companies Act.
The Group financial statements are prepared in accordance with the Companies Act 2006 and International Financial Reporting Standards ('IFRS') as adopted by the UK. The financial statements are prepared on a going concern basis using the historical cost, modified for the revaluation of certain financial assets and financial liabilities (including derivatives). The accounting policies in the Group financial statements have been applied consistently to these condensed consolidated financial statements.
Critical accounting judgements and key sources of estimation uncertainty
In preparing these consolidated financial statements, management has made judgements, estimates and assumptions that affect the application of the Group's accounting policies and the reported amounts of assets, liabilities, income and expenses. Final outcomes may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis.
Critical accounting judgements
Information about judgements made in applying accounting policies that have the most significant effects on the amounts recognised in the consolidated financial statements is included in the following Notes:
Note 4: Specific adjusting items
The Group separately presents specific adjusting items in the consolidated income statement which, in the Directors' judgement, need to be disclosed separately by virtue of their size and incidence in order for users of the consolidated financial statements to obtain an alternative understanding of the financial information and the underlying performance of the business. These are items which occur infrequently and include (but are not limited to):
|
· |
Individual restructuring projects which are material or relate to the closure of a part of the business and are not expected to recur; |
|
· |
Impairment of non-financial assets which are material; |
|
· |
Gains or losses on disposal or exit of businesses; |
|
· |
Significant costs incurred as part of the integration of an acquired business; |
|
· |
Gains or losses arising on significant changes to or closures of defined benefit pension plans; |
|
· |
Expenses related to the design, configuration, customisation and implementation of a Global ERP system; and |
|
· |
Changes in the fair value and associated foreign exchange on shares in Foseco India Ltd ('FIL'). |
Determining whether an item is part of specific adjusting items requires judgement to determine the nature and the intention of the transaction.
Note 16: Provisions and contingent liabilities
Due to the nature of its operations, the Group holds provisions for its environmental obligations. Judgement is needed in determining whether a contingent liability has crystallised into a provision. Management assesses whether there is sufficient information to determine that an environmental liability exists and whether it is possible to estimate with sufficient reliability what the cost of remediation is likely to be. For environmental remediation matters, this tends to be at the point in time when a remediation feasibility study has been completed, or sufficient information becomes available through the study to estimate the costs of remediation.
The Group will recognise a legal provision at the point when the outcome of a legal matter can be reliably estimated. Estimates are based on past experience of similar issues, professional advice received and the Group's assessment of the most likely outcome. The timing of the utilisation of these provisions is frequently uncertain, reflecting the complexity of issues and the outcome of various court proceedings and associated negotiations.
Key sources of estimation uncertainty
The key assumptions concerning the future, and other key sources of estimation uncertainty at the reporting period that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are included in the Notes below.
Note 15: Pensions and other post-retirement employee benefits: key actuarial assumptions
The principal actuarial assumptions applied to pensions are shown in Note 15. The actuarial evaluation of pension assets and liabilities is based on assumptions in respect of inflation, future salary increases, discount rates, returns on investments and mortality rates. Relatively small changes in the assumptions underlying the actuarial valuations of pension schemes can have a significant impact on the net pension liability included in the balance sheet.
Climate change-related risks and opportunities
Management has assessed the potential financial impacts relating to climate change-related risks, primarily considering the useful lives of property, plant and equipment, the possibility of impairment of goodwill and other long-lived assets and the recoverability of the Group's deferred tax assets. Management has exercised judgement in concluding that there are no further material financial impacts of the Group's climate-related risks and opportunities on the consolidated financial statements. These judgements are kept under review by management as the future impacts of climate change depend on environmental, regulatory and other factors outside of the Group's control which are not all currently known.
Adoption of new and revised accounting standards
Newly adopted standards
The Group has reviewed amendments to IFRS Accounting Standards as adopted by the UK that are mandatorily effective for an accounting period that begins on or after 1 January 2025. The Amendments to 'IAS 21 - The Effects of Changes in Foreign Exchange Rates' Lack of Exchangeability was effective on 1 January 2025 and its adoption has not had any material impact on the disclosures or on the amounts reported in these financial statements.
Accounting developments and changes
New accounting standards in issue but not yet effective
New standards and interpretations that are in issue but not yet effective are listed below.
|
· |
Amendment to IFRS 9 - Financial Instruments and IFRS 7 - Financial Instruments: Disclosures' Classification and Measurement of Financial Instruments. |
|
· |
Amendment to IFRS 9 and IFRS 7 - Contracts Referencing Nature-dependent Electricity. |
|
· |
IFRS 18 - Presentation and Disclosure in Financial Statements. |
IFRS 18 is effective for periods beginning on or after 1 January 2027 and replaces IAS 1 Presentation of Financial Statements. The standard requires the classification of income and expenditure in the income statement to be split between operating, investing and financing, introduces disclosures around management defined performance measures (MPMs) and aggregation and disaggregation of other disclosure information. The impact of the standard on the Group is currently being assessed and it is not yet practicable to quantify the effect of IFRS 18 on these consolidated financial statements.
There are no other upcoming accounting standards or amendments that are applicable to the Group.
Non-GAAP measures
Where non-GAAP measures have been referenced these have been identified by an asterisk (*) where they appear in the text and by a footnote where they appear in a table. Definitions of these non-GAAP measures and reconciliations to the equivalent statutory measure can be found in the 'Glossary and Alternative Performance Measures' section included as an appendix to the condensed consolidated financial statements within this announcement.
Going concern
The Group's business activities, together with the factors likely to affect its future development, performance and position are set out in the Strategic Report contained in the Annual Report and Accounts. The financial position of the Group, its cash flows, liquidity position and borrowing facilities, are described in the Financial Review. In addition, Note 22 to the consolidated financial statements contained within the Annual Report and Accounts, includes the Group's policies and processes for managing financial risk, details of its financial instruments and hedging activities and details of its exposures to credit risk and liquidity risk.
The Group meets its day-to-day working capital requirements through local banking arrangements underpinned by the Group's £230 million unsecured multi-currency revolving credit facility, which matures in November 2029. As at 31 December 2025, the Group had both significant available liquidity and headroom on its covenants. Total committed borrowing facilities were £601.7 million. The amount drawn under these facilities was £306.4 million, which together with net cash and cash equivalents of £74.2 million, gave a total headroom of £369.5 million. The multi-currency revolving credit facility was undrawn and the €150 million delayed draw Term Loan was €75 million drawn. The Group has scheduled debt maturities of $97 million and €25 million due in October 2026. We expect to repay these facilities using existing facilities.
The principal borrowing facilities are subject to covenants that are measured semi-annually in June and December, being net debt to EBITDA* of a maximum of 3 times and interest cover of a minimum of 4 times, based on measures defined in the facilities agreements which are adjusted from the equivalent IFRS amounts.
The Group has modelled its cash flow outlook, taking account of reasonably possible changes in trading performance, exchange rates and plausible downside scenarios. This review indicated that there was sufficient headroom and liquidity for the business to continue for the 18 month period based on the facilities available as discussed in Note 22 to the consolidated financial statements included within the Annual Report and Accounts. The Group was also expected to be in compliance with the required covenants discussed above.
The Board has also reviewed the Group's reverse stress testing performed to demonstrate how much headroom is available on covenant levels in respect of changes in net debt, EBITDA*, and underlying revenue. Based on this assessment, a combined reduction in EBITDA* of 25% and an increase in net debt of 30% would still allow the Group to operate within its financial covenants. The Directors do not consider either of these scenarios to be plausible given the diversity of the Group's end-markets and its broad manufacturing base.
The Board and Executive Committee have regular reporting and review processes in place in order to closely monitor the ongoing operational and financial performance of the Group. As part of the ongoing risk management process, principal and emerging risks are identified and reviewed on a regular basis. In addition, the Directors have assessed the risk of climate change and do not consider that it will impact the Group's ability to operate as a going concern for the period under consideration.
After making enquiries, and in the absence of any material uncertainties, the Directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for a period of 18 months from the date of signing this Annual Report and Accounts. Accordingly, they continue to adopt the going concern basis in preparing the Annual Report and Accounts.
Directors' Responsibility Statement
The 2025 Annual Report and Accounts, which will be issued in March 2026, contains a responsibility statement in compliance with DTR 4.1.12 of the Listing Rules which sets out that as at the date of approval of the Annual Report on 2 March 2026, the directors confirm to the best of their knowledge:
- the Group and unconsolidated Company financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group and Company, and the undertakings included in the consolidation taken as a whole; and
- the performance review contained in the Annual Report and Accounts includes a fair review of the development and performance of the business and the position of the Group and the undertakings including the consolidation taken as a whole, together with a description of the principal risks and uncertainties they face.
Note 2. Acquisitions and disposals
On 22 August 2025, the Group announced it had reached an agreement to sell its MMS business to Vesuvius plc for total consideration of £76.2 million.
The transaction was structured as an acquisition of Morgan's 75% shareholding in its Indian listed subsidiary, Morganite Crucible (India) Ltd, by Vesuvius' Indian listed subsidiary, Foseco India Ltd ('FIL'), with consideration for the acquisition being the issuance of new FIL shares to Morgan (the 'Indian Transaction'), plus a cash acquisition of the remainder of the MMS business by Vesuvius (the 'Rest of World Transaction'). The transaction completed on 12 November 2025.
As consideration for the Indian Transaction, Morgan received 1.2 million shares in FIL, which represents a c. 15% shareholding in FIL valued at approximately £55.7 million. Morgan's FIL shares are subject to a 6 month lock-up period post completion, in accordance with applicable Indian regulations. In addition, Morgan received £20.5 million in cash as gross consideration for the Rest of World Transaction, which was subject to customary post-completion cash, debt and working capital adjustments and prior to any taxes, fees and other expenses related to the overall MMS transaction.
The MMS business disposed of formed part of the Thermal Products reporting segment and represented a major line of business and therefore, in accordance with IFRS 5, the Group's results have been restated to reflect MMS as a discontinued operation. Refer to Note 7 for further information.
The calculation of the gain on disposal of MMS is presented in the table below. The gain on disposal has been included in discontinued operations in the consolidated income statement.
|
|
£m |
|
Share consideration |
55.7 |
|
Cash consideration |
20.5 |
|
Total consideration |
76.2 |
|
|
|
|
Goodwill and other intangibles |
(8.8) |
|
Other non-current assets |
(21.6) |
|
Current assets |
(18.7) |
|
Liabilities |
10.6 |
|
Net assets disposed |
(38.5) |
|
Transaction costs |
(7.0) |
|
Cumulative foreign exchange |
(5.1) |
|
Non-controlling interest |
2.9 |
|
Pre-tax gain on disposal |
28.5 |
In March 2024 the Group acquired the remaining 7% of the shares in Morgan Korea Company Ltd, a manufacturing business which services all three segments of the Group, for consideration of £5.1 million. The Group had previously owned 93% of the business and included the entity in the Group consolidation.
Note 3. Segmental reporting
The Group is managed through three distinct reporting segments, Thermal Products, Performance Carbon and Technical Ceramics. Internal management information on the reporting segments is regularly reviewed by the Group's Board of Directors (the Chief Operating Decision Maker) in order to allocate resources and assess performance.
Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly investments and related income, borrowings and related expenses, corporate assets and head office expenses, and income tax assets and liabilities.
The information presented below represents the reporting segments of the Group.
|
|
Year ended 31 December 2025 |
||||||
|
Continuing operations |
Thermal Products |
Performance Carbon |
Technical Ceramics |
Segment total |
Corporate costs |
Group |
|
|
Revenue from external customers |
348.2 |
306.8 |
341.6 |
996.6 |
- |
996.6 |
|
|
Segment adjusted operating profit1 |
23.5 |
41.2 |
39.4 |
104.1 |
- |
104.1 |
|
|
Corporate costs2 |
|
|
|
|
(10.3) |
(10.3) |
|
|
Group adjusted operating profit1 |
|
|
|
|
|
93.8 |
|
|
Amortisation of intangible assets |
(0.3) |
(0.2) |
(0.5) |
(1.0) |
- |
(1.0) |
|
|
Operating profit before specific adjusting items |
23.2 |
41.0 |
38.9 |
103.1 |
(10.3) |
92.8 |
|
|
Specific adjusting items included in operating profit/(loss)3 |
(5.9) |
(20.4) |
(1.0) |
(27.3) |
(20.3) |
(47.6) |
|
|
Operating profit/(loss) |
17.3 |
20.6 |
37.9 |
75.8 |
(30.6) |
45.2 |
|
|
Finance income |
|
|
|
|
|
2.9 |
|
|
Finance expense |
|
|
|
|
|
(25.1) |
|
|
Profit before taxation |
|
|
|
|
|
23.0 |
|
|
Segment assets |
304.9 |
300.9 |
201.8 |
807.6 |
177.2 |
984.8 |
|
|
Segment liabilities |
96.5 |
50.1 |
88.5 |
235.1 |
400.8 |
635.9 |
|
|
Segment capital expenditure |
15.9 |
31.3 |
17.1 |
64.3 |
- |
64.3 |
|
|
Segment depreciation - property, plant and equipment |
11.3 |
11.7 |
8.8 |
31.8 |
- |
31.8 |
|
|
Segment depreciation - right-of-use assets |
3.3 |
1.7 |
3.3 |
8.3 |
- |
8.3 |
|
|
Segment impairment of non-financial assets |
- |
15.6 |
- |
15.6 |
- |
15.6 |
|
|
Segment reversal of impairment of non-financial assets |
- |
- |
- |
- |
- |
- |
|
1. Definitions of these non-GAAP measures and reconciliations of the statutory results to the adjusted measures can be found in the 'Glossary and alternative performance measures' section, which is included as an appendix to the condensed consolidated financial statements within this announcement.
2. Corporate costs consist of central head office costs and ERP costs.
3. Details of specific adjusting items from continuing operations are given in Note 4 to the condensed consolidated financial statements.
|
|
Restated4 year ended 31 December 2024 |
||||||
|
Continuing operations |
Thermal Products |
Performance Carbon |
Technical Ceramics |
Segment total |
Corporate costs |
Group |
|
|
Revenue from external customers |
377.6 |
345.2 |
337.3 |
1,060.1 |
- |
1,060.1 |
|
|
Segment adjusted operating profit1 |
37.5 |
55.1 |
39.2 |
131.8 |
- |
131.8 |
|
|
Corporate costs2 |
|
|
|
|
(8.5) |
(8.5) |
|
|
Group adjusted operating profit1 |
|
|
|
|
|
123.3 |
|
|
Amortisation of intangible assets |
(0.8) |
(0.3) |
(0.6) |
(1.7) |
- |
(1.7) |
|
|
Operating profit before specific adjusting items |
36.7 |
54.8 |
38.6 |
130.1 |
(8.5) |
121.6 |
|
|
Specific adjusting items included in operating profit/(loss)3 |
(7.4) |
(7.6) |
(0.7) |
(15.7) |
(6.7) |
(22.4) |
|
|
Operating profit/(loss) |
29.3 |
47.2 |
37.9 |
114.4 |
(15.2) |
99.2 |
|
|
Finance income |
|
|
|
|
|
2.6 |
|
|
Finance expense |
|
|
|
|
|
(21.6) |
|
|
Profit before taxation |
|
|
|
|
|
80.2 |
|
|
Segment assets |
373.4 |
316.3 |
222.7 |
912.4 |
164.7 |
1,077.1 |
|
|
Segment liabilities |
103.9 |
54.0 |
85.0 |
242.9 |
444.9 |
687.8 |
|
|
Segment capital expenditure |
22.8 |
52.3 |
21.0 |
96.1 |
- |
96.1 |
|
|
Segment depreciation - property, plant and equipment |
12.7 |
10.9 |
8.6 |
32.2 |
- |
32.2 |
|
|
Segment depreciation - right-of-use assets |
3.5 |
1.5 |
3.3 |
8.3 |
- |
8.3 |
|
|
Segment impairment of non-financial assets |
4.2 |
- |
- |
4.2 |
- |
4.2 |
|
|
Segment reversal of impairment of non-financial assets |
- |
- |
- |
- |
- |
- |
|
1. Definitions of these non-GAAP measures and reconciliations of the statutory results to the adjusted measures can be found in the 'Glossary and alternative performance measures' section, which is included as an appendix to the condensed consolidated financial statements within this announcement.
2. Corporate costs consist of central head office costs.
3. Details of specific adjusting items from continuing operations are given in Note 4 to the condensed consolidated financial statements.
4. The Group disposed of the majority of its MMS business in 2025. The disposal group formed part of the Thermal Products segment and has been classified as a discontinued operation under IFRS 5. Financial results for the year ended 31 December 2024 have been restated to present the results of the disposal group as discontinued operations.
Revenue from external customers and non-current assets by geography
|
|
Revenue from |
Non-current assets (excluding pension and deferred tax assets) |
||
|
Continuing operations |
2025 £m |
Restated1 £m |
2025 £m |
2024 £m |
|
USA |
421.4 |
447.5 |
262.2 |
263.9 |
|
China |
84.8 |
95.5 |
35.5 |
44.6 |
|
Germany |
67.2 |
79.8 |
42.4 |
42.3 |
|
UK (the Group's country of domicile) |
42.7 |
42.7 |
97.9 |
110.1 |
|
Other Asia, Australasia, Middle East and Africa |
171.0 |
175.3 |
44.3 |
55.5 |
|
Other Europe |
156.7 |
157.3 |
35.3 |
33.1 |
|
Other North America |
33.5 |
35.3 |
1.8 |
1.9 |
|
South America |
19.3 |
26.7 |
13.5 |
11.5 |
|
|
996.6 |
1,060.1 |
532.9 |
562.9 |
1. The Group disposed of the majority of its MMS business in 2025. The disposal group formed part of the Thermal Products segment and has been classified as a discontinued operation under IFRS 5. Financial results for the year ended 31 December 2024 have been restated to present the results of the disposal group as discontinued operations.
Revenue from external customers is based on geographic location of the end-customer. Segment assets are based on geographical location of the assets. In the current and prior year no single customer represented more than 5% of revenue.
Revenue from external customers by end-market
|
Continuing operations |
|
|
2025 £m |
Restated1 £m |
|
Industrial |
|
|
394.5 |
419.1 |
|
Aerospace & Defence |
|
|
213.5 |
200.4 |
|
Oil & Petrochemical |
|
|
100.3 |
102.7 |
|
Healthcare |
|
|
72.2 |
84.1 |
|
Energy |
|
|
70.9 |
69.5 |
|
Semiconductors |
|
|
69.8 |
105.7 |
|
Rail |
|
|
41.0 |
39.7 |
|
Other |
|
|
34.4 |
38.9 |
|
|
|
|
996.6 |
1,060.1 |
1. The Group disposed of the majority of its MMS business in 2025. The disposal group formed part of the Thermal Products segment and has been classified as a discontinued operation under IFRS 5. Financial results for the year ended 31 December 2024 have been restated to present the results of the disposal group as discontinued operations.
Intercompany sales to other segments
|
|
Thermal Products |
Performance Carbon |
Technical Ceramics |
Segment totals |
||||
|
Continuing operations |
2025 £m |
2024 £m |
2025 £m |
2024 £m |
2025 £m |
2024 £m |
2025 £m |
2024 £m |
|
Intercompany sales to other segments |
1.7 |
1.7 |
0.5 |
0.5 |
0.3 |
0.5 |
2.5 |
2.7 |
Note 4. Specific adjusting items
|
|
Continuing operations 2025 |
Discontinued operations 2025 |
Total |
Continuing operations Restated1 2024 |
Discontinued operations Restated1 2024 |
Total |
|
Restructuring charge |
(13.4) |
(0.9) |
(14.3) |
(12.4) |
(0.7) |
(13.1) |
|
Global ERP system |
(13.3) |
- |
(13.3) |
(5.2) |
- |
(5.2) |
|
Credit in relation to the impact of Argentina's currency devaluation |
1.9 |
- |
1.9 |
0.5 |
- |
0.5 |
|
Impairment of non-financial assets |
(15.6) |
- |
(15.6) |
(4.2) |
- |
(4.2) |
|
Gain on disposal of MMS |
- |
28.5 |
28.5 |
- |
- |
- |
|
Movement in fair value of consideration shares held at FVTPL |
(7.2) |
- |
(7.2) |
- |
- |
- |
|
Costs associated with cyber security incident |
- |
- |
- |
(1.1) |
- |
(1.1) |
|
Other |
- |
- |
- |
- |
0.1 |
0.1 |
|
Total specific adjusting items before income tax |
(47.6) |
27.6 |
(20.0) |
(22.4) |
(0.6) |
(23.0) |
|
Income tax (charge)/credit |
1.5 |
(7.7) |
(6.2) |
2.3 |
0.2 |
2.5 |
|
Total specific adjusting items after income tax |
(46.1) |
19.9 |
(26.2) |
(20.1) |
(0.4) |
(20.5) |
1. The Group disposed of the majority of its MMS business in 2025. The disposal group formed part of the Thermal Products segment and has been classified as a discontinued operation under IFRS 5. Financial results for the year ended 31 December 2024 have been restated to present the results of the disposal group as discontinued operations.
Restructuring charge
During the year the business continued its previously announced simplification and restructuring programme. A total charge of £14.3 million (2024: £13.1 million) was recognised in relation to these programmes.
Design, configuration, customisation and implementation of a Global ERP system
During the year the Group continued development of its Global ERP and started the implementation phase. The programme will create opportunities to align business processes, strengthen information security and the control environment. The costs of £13.3 million (2024: £5.2 million) associated with the design, configuration, customisation and implementation of the system are classified as specific adjusting items due to their nature and size.
Credit in relation to the impact of Argentina's currency devaluation
In December 2023, Argentina devalued its currency by more than 50% and restrictions on imports limited the flow of raw materials to the site. As a result the Group incurred a charge of £5.8 million in the year ended 31 December 2023, which consisted of £2.6 million for the impact of the currency devaluation on the trading results of the Argentina business, impairment of property, plant and equipment of £1.9 million and impairment of inventories of £1.3 million.
During the year ended 31 December 2024 the business was able to sell inventories which were previously impaired and as a result reversed impairment of £0.5m. In the year ended 31 December 2025 the business continued to perform well and economic changes in the country allowed the business to remit a dividend. As a result of the strong performance and dividend payment, an impairment charge of £1.9 million which related to property, plant and equipment used in the manufacturing process was reversed in the year ended 31 December 2025.
Impairment of non-financial assets
Performance Carbon
During 2025, the Group has recognised an impairment charge of £15.6 million related to certain assets at a UK site which are dedicated to the Semiconductor market. Our current view of future demand indicates that these assets will not be commissioned. Since this specialist machinery cannot be redeployed to fulfil other demand in the near-term without further investment, we have fully impaired the asset, in-line with the requirements of 'IAS 36 - Impairment of assets'.
Thermal Products
In the prior year, in light of challenging trading conditions, the Group recognised a net impairment charge of £4.2 million related to fixed assets held by our Thermal Products business in Europe. The value-in-use calculation used a pre-tax discount rate of 13.5-17.2% and a long-term growth rate of 1.1-1.7% to derive the terminal value.
Review of cumulative impairment of non-financial assets
Impairment charges of £28.6 million (2024: £18.9 million) for non-financial assets which the business continues to use have been recorded during the current and previous years. These impaired amounts could be reversed if the related businesses were to outperform significantly against their budget. A sensitivity analysis was carried out using reasonably possible changes to the key assumptions in assessing the value in use of these non-financial assets. This did not result in a material reversal of the impaired amounts.
Gain on disposal of MMS
During the year the Group disposed of its MMS business recognising a gain on disposal of £28.5 million, classified as specific adjusting items due to its nature and size. Refer to Note 2 for further information.
Movement in fair value of consideration shares held at FVTPL
Consideration for the disposal of MMS comprised cash and shares in FIL, a business publicly listed in India. The shares are held for trading and recognised at FVTPL and revalued at the balance sheet date. Changes in the value of the shares and associated foreign exchange movements are recognised in specific adjusting items due to their nature and size. Refer to Note 12 for further information.
Costs associated with the cyber security incident
During the prior year the Group incurred a residual £1.1 million of exceptional costs and charges in relation to the cyber security incident which took place in January 2023.
Note 5. Finance income and expense
|
Continuing operations |
|
2025 |
2024 |
|
Interest on bank balances and cash deposits |
|
2.9 |
2.6 |
|
Finance income |
|
2.9 |
2.6 |
|
|
|
|
|
|
Interest expense on borrowings and overdrafts |
|
(20.7) |
(18.4) |
|
Interest expense on lease liabilities |
|
(2.8) |
(2.6) |
|
Interest on supplier finance arrangements |
|
(1.2) |
- |
|
Net interest on IAS 19 defined benefit pension obligations |
|
(0.4) |
(0.6) |
|
Finance expense |
|
(25.1) |
(21.6) |
|
Net financing costs |
|
(22.2) |
(19.0) |
Note 6. Taxation
|
Continuing operations |
|
2025 £m |
Restated1 £m |
|
Current tax |
|
|
|
|
Current year |
|
22.2 |
28.5 |
|
Current tax associated with Pillar Two income taxes |
|
0.1 |
0.2 |
|
Adjustments for prior years |
|
(0.4) |
- |
|
|
|
21.9 |
28.7 |
|
Deferred tax |
|
|
|
|
Current year |
|
(2.6) |
(2.4) |
|
Adjustments for prior years |
|
(1.4) |
(1.6) |
|
|
|
(4.0) |
(4.0) |
|
Total income tax expense recognised in the income statement |
|
17.9 |
24.7 |
|
Recognised in other comprehensive income |
|
|
|
|
Tax effect on components of other comprehensive income: |
|
|
|
|
Deferred tax associated with defined benefit schemes |
|
0.1 |
0.6 |
|
Total tax recognised in other comprehensive income |
|
0.1 |
0.6 |
1. The Group disposed of the majority of its MMS business in 2025. The disposal group formed part of the Thermal Products segment and has been classified as a discontinued operation under IFRS 5. Financial results for the year ended 31 December 2024 have been restated to present the results of the disposal group as discontinued operations.
There was no deferred tax associated with share schemes recognised in other comprehensive income (2024: none).
|
Reconciliation of effective tax rate |
2025 £m |
2025 % |
Restated1 £m |
2024 % |
|
Profit before tax from continuing operations |
23.0 |
|
80.2 |
|
|
|
|
|
|
|
|
Income tax charge using the domestic corporation tax rate |
5.8 |
25.0 |
20.0 |
25.0 |
|
Effect of different tax rates in other jurisdictions |
(0.4) |
(1.7) |
0.3 |
0.4 |
|
Local taxes including withholding tax suffered |
4.2 |
18.3 |
3.7 |
4.6 |
|
Permanent differences |
2.4 |
10.4 |
(0.2) |
(0.2) |
|
Movements related to unrecognised temporary differences |
7.7 |
33.5 |
2.5 |
3.1 |
|
Adjustments in respect of prior years |
(1.8) |
(7.8) |
(1.6) |
(2.0) |
|
Statutory effective rate of tax |
17.9 |
77.7 |
24.7 |
30.9 |
1. The Group disposed of the majority of its MMS business in 2025. The disposal group formed part of the Thermal Products segment and has been classified as a discontinued operation under IFRS 5. Financial results for the year ended 31 December 2024 have been restated to present the results of the disposal group as discontinued operations.
The effective rate of tax before specific adjusting items is 27.5% (2024: 26.3%).
The Group operates in many jurisdictions around the world and is subject to factors that may impact future tax charges, including the implementation of the Organisation for Economic Co-operation and Development (OECD) BEPS actions, changes in tax rates and legislation, the expiry of statutes of limitation, and the resolution of tax audits and disputes.
For the year ended 31 December 2025, the Group has continued to assess the impact of the OECD Pillar Two Global Anti-Base Erosion ("GloBE") Model Rules, which introduce a 15% global minimum tax. In accordance with the IAS 12 amendments issued in 2023, the Group has applied the mandatory temporary exception from recognising deferred tax assets and liabilities arising from the potential future application of Pillar Two top-up tax. As a result, no deferred taxes have been recognised in respect of GloBE-related temporary differences.
The IAS 12 amendments require groups to disclose separately their current tax expense related to Pillar Two taxes. A Pillar Two top up tax charge of £0.1 million has been recognised for the current year, reflecting the application of enacted or substantively enacted legislation in the jurisdictions in which the Group operates. Germany, Singapore, France, Mexico and the United Arab Emirates have been identified as jurisdictions falling outside the Transitional Country-by-Country Reporting (CbCR) Safe Harbour for this period.
The Group will continue to monitor legislative developments, the expiry of transitional safe harbour reliefs, and the evolving geographic mix of profits, and will maintain the temporary exception until it is withdrawn by the IASB.
Note 7. Discontinued operations
During the year the Group announced the disposal of its Molten Metal Systems business, an operating segment included in the Thermal Products reporting segment. The business represents a major line of business and therefore meets the criteria of a disposal group under 'IFRS 5 Non-current Assets Held for Sale and Discontinued Operations'. The results of MMS for the year ended 31 December 2024 and the period up to the completion of the transaction on 12 November 2025 have been presented as discontinued operations.
The Group received £0.3 million (2024: £0.1 million) cash related to the final payment under a contract associated with a historical disposal in 2018 of its Composites and Defence Systems business. The balance had been fully recognised as receivables in prior periods and therefore no amounts were recognised in the income statement in the year.
The results from discontinued operations, which have been disclosed in the consolidated income statement, are set out below:
|
|
|
Year ended 31 December 2025 |
Year ended 31 December 2024 |
||||
|
|
|
Results before specific adjusting items |
Specific adjusting items |
Total |
Results before specific adjusting items |
Specific adjusting items |
Total |
|
|
Note |
£m |
£m |
£m |
£m |
£m |
£m |
|
Revenue |
|
33.7 |
- |
33.7 |
40.6 |
0.1 |
40.7 |
|
Operating costs |
|
(28.4) |
27.6 |
(0.8) |
(35.5) |
(0.7) |
(36.2) |
|
Profit before taxation |
|
5.3 |
27.6 |
32.9 |
5.1 |
(0.6) |
4.5 |
|
Income tax expense |
|
(1.5) |
(7.7) |
(9.2) |
(1.4) |
0.2 |
(1.2) |
|
Profit from discontinued operations |
|
3.8 |
19.9 |
23.7 |
3.7 |
(0.4) |
3.3 |
|
|
|
|
|
|
|
|
|
|
Basic earnings per share from discontinued operations |
8 |
|
|
8.5p |
|
|
1.2p |
|
Diluted earnings per share from discontinued operations |
8 |
|
|
8.4p |
|
|
1.1p |
Cash flows from discontinued operations are set out below:
|
|
Year ended 31 December 2025 |
Year ended 31 December 2024 |
|
|
£m |
£m |
|
Net cash generated in operating activities |
5.7 |
7.8 |
|
Net cash generated from investing activities |
(2.5) |
(6.1) |
|
Net cash flow used in financing activities |
(0.1) |
(0.4) |
|
|
3.1 |
1.3 |
Note 8. Earnings per share
|
|
Year ended 31 December 2025 |
Year ended 31 December 2024 |
||||
|
|
Earnings |
Basic earnings per share |
Diluted earnings per share |
Restated earnings2 |
Restated basic earnings per share |
Restated diluted earnings per share |
|
Profit for the year attributable to shareholders of the Company |
21.1 |
7.5p |
7.5p |
50.3 |
17.7p |
17.5p |
|
Profit from discontinued operations |
(23.7) |
(8.5)p |
(8.4)p |
(3.3) |
(1.2)p |
(1.1)p |
|
Profit from continuing operations |
(2.6) |
(1.0)p |
(0.9)p |
47.0 |
16.5p |
16.4p |
|
Specific adjusting items |
47.6 |
17.0p |
16.9p |
22.4 |
7.9p |
7.8p |
|
Amortisation of intangible assets |
1.0 |
0.4p |
0.4p |
1.7 |
0.6p |
0.6p |
|
Tax effect of the above1 |
(1.5) |
(0.5)p |
(0.5)p |
(2.3) |
(0.8)p |
(0.8)p |
|
Non-controlling interests' share of the above adjustments |
- |
- |
- |
- |
- |
- |
|
Adjusted profit for the year from continuing operations as used in adjusted earnings per share |
44.5 |
15.9p |
15.9p |
68.8 |
24.2p |
24.0p |
1. The tax effect of the amortisation of intangible assets was £nil (2024: £nil).
2. The Group disposed of the majority of its MMS business in 2025. The disposal group formed part of the Thermal Products segment and has been classified as a discontinued operation under IFRS 5. Financial results for the year ended 31 December 2024 have been restated to present the results of the disposal group as discontinued operations.
|
|
|
2025 |
2024 |
|
Number of shares (millions) |
|
|
|
|
Weighted average number of Ordinary shares for the purposes of basic earnings per share1 |
|
279.6 |
284.5 |
|
Effect of dilutive potential Ordinary shares: |
|
|
|
|
Share options |
|
1.3 |
2.8 |
|
Weighted average number of Ordinary shares for the purposes of diluted earnings per share |
|
280.9 |
287.3 |
1. The calculation of the weighted average number of shares excludes the shares held by The Morgan General Employee Benefit Trust, on which the dividends are waived.
Note 9. Property, plant and equipment
|
|
|
Land and Buildings |
Plant, equipment and fixtures £m |
Total |
|
Cost |
|
|
|
|
|
Balance at 1 January 2024 |
|
216.1 |
777.4 |
993.5 |
|
Additions |
|
13.2 |
81.1 |
94.3 |
|
Disposals |
|
(11.5) |
(35.0) |
(46.5) |
|
Transfers between categories |
|
0.8 |
(0.8) |
- |
|
Effect of movement in foreign exchange |
|
(2.0) |
(4.8) |
(6.8) |
|
Balance at 31 December 2024 |
|
216.6 |
817.9 |
1,034.5 |
|
|
|
|
|
|
|
Balance at 1 January 2025 |
|
216.6 |
817.9 |
1,034.5 |
|
Additions |
|
3.5 |
61.6 |
65.1 |
|
Disposals |
|
(0.4) |
(19.5) |
(19.9) |
|
Disposal of business |
|
(11.7) |
(36.4) |
(48.1) |
|
Transfers between categories |
|
7.2 |
(7.2) |
- |
|
Effect of movement in foreign exchange |
|
(8.3) |
(31.3) |
(39.6) |
|
Balance at 31 December 2025 |
|
206.9 |
785.1 |
992.0 |
|
|
|
|
|
|
|
Depreciation and impairment losses |
|
|
|
|
|
Balance at 1 January 2024 |
|
119.0 |
580.7 |
699.7 |
|
Depreciation charge for the year |
|
5.4 |
28.7 |
34.1 |
|
Impairment losses |
|
- |
4.6 |
4.6 |
|
Disposals |
|
(10.3) |
(34.2) |
(44.5) |
|
Transfers between categories |
|
(0.5) |
0.5 |
- |
|
Effect of movement in foreign exchange |
|
(0.4) |
(3.9) |
(4.3) |
|
Balance at 31 December 2024 |
|
113.2 |
576.4 |
689.6 |
|
|
|
|
|
|
|
Balance at 1 January 2025 |
|
113.2 |
576.4 |
689.6 |
|
Depreciation charge for the year |
|
5.3 |
28.3 |
33.6 |
|
Impairment losses |
|
1.0 |
15.8 |
16.8 |
|
Impairment reversals |
|
(0.6) |
(1.6) |
(2.2) |
|
Disposals |
|
(0.4) |
(18.0) |
(18.4) |
|
Disposal of business |
|
(3.5) |
(24.0) |
(27.5) |
|
Transfers between categories |
|
1.0 |
(1.0) |
- |
|
Effect of movement in foreign exchange |
|
(5.0) |
(20.9) |
(25.9) |
|
Balance at 31 December 2025 |
|
111.0 |
555.0 |
666.0 |
|
|
|
|
|
|
|
Carrying amounts |
|
|
|
|
|
At 1 January 2024 |
|
97.1 |
196.7 |
293.8 |
|
At 31 December 2024 |
|
103.4 |
241.5 |
344.9 |
|
At 31 December 2025 |
|
95.9 |
230.1 |
326.0 |
No assets were pledged as security for liabilities in the current or prior year. The net book value includes assets under construction of £43.8 million (2024: £51.0 million) comprising £2.8 million of land and buildings (2024: £2.8 million) and £41.0 million of plant, equipment and fixtures (2024: £48.2 million).
Commitments for property, plant and equipment and computer software expenditure for which no provision has been made in these financial statements amount to £1.8 million for the Group (2024: £13.8 million).
Note 10. Right-of-use assets
|
|
|
Land and Buildings |
Plant, and equipment £m |
Total |
|
Cost |
|
|
|
|
|
Balance at 1 January 2024 |
|
80.5 |
11.9 |
92.4 |
|
Additions |
|
5.7 |
2.8 |
8.5 |
|
Disposals |
|
(5.4) |
(2.5) |
(7.9) |
|
Remeasurements |
|
2.4 |
- |
2.4 |
|
Effect of movement in foreign exchange |
|
(1.0) |
(0.6) |
(1.6) |
|
Balance at 31 December 2024 |
|
82.2 |
11.6 |
93.8 |
|
|
|
|
|
|
|
Balance at 1 January 2025 |
|
82.2 |
11.6 |
93.8 |
|
Additions |
|
11.6 |
2.3 |
13.9 |
|
Disposals |
|
(2.5) |
(1.9) |
(4.4) |
|
Disposal of business |
|
(0.1) |
(1.0) |
(1.1) |
|
Remeasurements |
|
0.2 |
(0.2) |
- |
|
Effect of movement in foreign exchange |
|
(2.5) |
(0.1) |
(2.6) |
|
Balance at 31 December 2025 |
|
88.9 |
10.7 |
99.6 |
|
|
|
|
|
|
|
Depreciation and impairment losses |
|
|
|
|
|
Balance at 1 January 2024 |
|
55.3 |
5.5 |
60.8 |
|
Depreciation charge for the year |
|
5.6 |
3.0 |
8.6 |
|
Impairment losses |
|
- |
0.8 |
0.8 |
|
Disposals |
|
(5.4) |
(2.5) |
(7.9) |
|
Effect of movement in foreign exchange |
|
(0.8) |
(0.2) |
(1.0) |
|
Balance at 31 December 2024 |
|
54.7 |
6.6 |
61.3 |
|
|
|
|
|
|
|
Balance at 1 January 2025 |
|
54.7 |
6.6 |
61.3 |
|
Depreciation charge for the year |
|
5.8 |
2.6 |
8.4 |
|
Disposals |
|
(2.0) |
(1.9) |
(3.9) |
|
Disposal of business |
|
- |
(0.4) |
(0.4) |
|
Effect of movement in foreign exchange |
|
(1.9) |
(0.3) |
(2.2) |
|
Balance at 31 December 2025 |
|
56.6 |
6.6 |
63.2 |
|
|
|
|
|
|
|
Carrying amounts |
|
|
|
|
|
At 1 January 2024 |
|
25.2 |
6.4 |
31.6 |
|
At 31 December 2024 |
|
27.5 |
5.0 |
32.5 |
|
At 31 December 2025 |
|
32.3 |
4.1 |
36.4 |
The weighted average lease term is 10.1 years (2024: 10.2 years) for land and buildings and 3.7 years (2024: 1.9 years) for plant and equipment.
The Group recognised expense relating to short-term leases and leasing of low-value assets of £0.4 million (2024: £0.5 million).
Note 11. Intangible assets
|
|
Goodwill |
Customer Relationships |
Technology and trademarks |
Capitalised development costs |
Computer Software |
Total |
|
Cost |
|
|
|
|
|
|
|
Balance at 1 January 2024 |
177.5 |
60.9 |
4.2 |
0.8 |
36.2 |
279.6 |
|
Additions (externally purchased) |
- |
- |
- |
- |
0.3 |
0.3 |
|
Disposals |
- |
- |
- |
- |
(0.8) |
(0.8) |
|
Effect of movement in foreign exchange |
(0.6) |
0.9 |
(0.2) |
- |
0.2 |
0.3 |
|
Balance at 31 December 2024 |
176.9 |
61.8 |
4.0 |
0.8 |
35.9 |
279.4 |
|
|
|
|
|
|
|
|
|
Balance at 1 January 2025 |
176.9 |
61.8 |
4.0 |
0.8 |
35.9 |
279.4 |
|
Additions (externally purchased) |
- |
- |
- |
- |
0.5 |
0.5 |
|
Disposals |
- |
- |
- |
- |
(2.0) |
(2.0) |
|
Disposal of business |
(8.8) |
(0.7) |
- |
- |
(1.1) |
(10.6) |
|
Effect of movement in foreign exchange |
(4.4) |
(3.9) |
0.5 |
(0.1) |
(1.1) |
(9.0) |
|
Balance at 31 December 2025 |
163.7 |
57.2 |
4.5 |
0.7 |
32.2 |
258.3 |
|
|
|
|
|
|
|
|
|
Amortisation and impairment losses |
|
|
|
|
|
|
|
Balance at 1 January 2024 |
- |
59.8 |
3.2 |
0.8 |
33.6 |
97.4 |
|
Amortisation charge for the year |
- |
0.3 |
0.2 |
- |
1.2 |
1.7 |
|
Disposals |
- |
- |
- |
- |
(0.8) |
(0.8) |
|
Effects of movement in foreign exchange |
- |
0.9 |
(0.1) |
- |
0.4 |
1.2 |
|
Balance at 31 December 2024 |
- |
61.0 |
3.3 |
0.8 |
34.4 |
99.5 |
|
|
|
|
|
|
|
|
|
Balance at 1 January 2025 |
- |
61.0 |
3.3 |
0.8 |
34.4 |
99.5 |
|
Amortisation charge for the year |
- |
0.2 |
0.2 |
- |
0.6 |
1.0 |
|
Impairment reversal |
- |
- |
- |
- |
(0.3) |
(0.3) |
|
Disposals |
- |
- |
- |
- |
(2.0) |
(2.0) |
|
Disposal of business |
- |
(0.7) |
- |
- |
(1.1) |
(1.8) |
|
Effects of movement in foreign exchange |
- |
(4.0) |
0.5 |
(0.1) |
(1.4) |
(5.0) |
|
Balance at 31 December 2025 |
- |
56.5 |
4.0 |
0.7 |
30.2 |
91.4 |
|
|
|
|
|
|
|
|
|
Carrying amounts |
|
|
|
|
|
|
|
At 1 January 2024 |
177.5 |
1.1 |
1.0 |
- |
2.6 |
182.2 |
|
At 31 December 2024 |
176.9 |
0.8 |
0.7 |
- |
1.5 |
179.9 |
|
At 31 December 2025 |
163.7 |
0.7 |
0.5 |
- |
2.0 |
166.9 |
Impairment test for cash-generating units or groups of cash-generating units containing goodwill
In accordance with the requirements of 'IAS 36 Impairment of Assets', goodwill is allocated to the Group's cash-generating units or groups of cash-generating units that are expected to benefit from the synergies of the business combination that gave rise to the goodwill. Goodwill impairment testing is performed at the operating segment level as defined by 'IFRS 8 Operating Segments', as this is the lowest level at which goodwill is monitored. Each operating segment is assessed for impairment annually and whenever there is an indication of impairment.
Goodwill is attributed to each operating segment as follows:
|
|
2025 £m |
2024 £m |
|
Thermal Products |
84.5 |
95.6 |
|
Performance Carbon |
44.9 |
46.1 |
|
Technical Ceramics |
34.3 |
35.2 |
|
|
163.7 |
176.9 |
During the year the Group disposed of its MMS business which was previously reported within Thermal Products. As a result goodwill of £8.8 million was disposed. Refer to Note 2 for further information.
The carrying value of goodwill has been assessed with reference to its value in use, reflecting the projected discounted cash flows of each operating segment to which goodwill has been allocated. The key assumptions used in determining value in use relate to short and long-term growth rates and discount rates.
The cash flow projections in year one are based on the most recent Board approved budget, cash flow projections for years two to five are based on the most recent forecasts. The key assumptions that underpin these cash flow projections relate to sales and operating margins, which are based on past experience, taking into account the effect of known or likely changes in market or operating conditions.
The growth rates have been calculated using GDP growth forecasts published by the International Monetary Fund for the Group's end-markets. These GDP growth forecasts have been weighted to reflect the Group's weighted average sales in each end-market during 2025. A 2.8% growth rate (2024: 2.1%) has been used for years beyond 2030 and to calculate a terminal value. Management has assessed these growth rates, including the terminal growth rate as reasonable for each operating segment.
The Group has used the following pre-tax discount rates for calculating the value in use of each of the operating segments: Thermal Products: 13.7% (2024: 15.1%), Performance Carbon: 13.8% (2024: 14.1%) and Technical Ceramics 13.4% (2024: 13.6%).
A sensitivity analysis was performed in order to quantify the impact of possible adverse changes in key assumptions used in the discounted cash flows; the results are presented in the table below.
|
|
|
Decrease in recoverable value |
|
|
||
|
|
Long-term growth rates |
Assuming 10% decrease in growth rate and no terminal growth |
Assuming 10% increase in pre-tax discount rate |
Assuming 10% decrease in cash flows |
Impairment arising |
|
|
Thermal Products |
3.1 |
56.8 |
36.8 |
31.8 |
None |
|
|
Performance Carbon |
2.7 |
72.6 |
53.7 |
48.2 |
None |
|
|
Technical Ceramics |
2.5 |
88.0 |
61.8 |
54.5 |
None |
|
Note 12. Investments
The Group holds equity investments which are held for trading in the short term and therefore classified as FVTPL in accordance with IFRS 9. The investments are revalued at the balance sheet date with changes in value recognised in the income statement.
During the year the Group received £55.7 million of shares in FIL in consideration for the disposal of its MMS business. FIL is listed on the Indian Stock Exchange and operates in foundry consumables and solutions. The shares received represented a 15% holding in the business, at completion. The shares are measured at FVTPL, with reference to quoted market prices. The Group recognised a fair value loss of £7.1 million and associated foreign exchange, from the period of acquisition of the shares up to 31 December 2025, which has been included in specific adjusting items. Refer to note 4 for more information.
During the year the Group held an equity investment in Argentina designated in Argentine Pesos. A fair value loss of £0.2 million (2024: fair value gain of £1.9 million) and foreign exchange loss of £0.2 million (2024: loss of £0.4 million) was recognised with the investment disposed of during the year.
|
|
2025 £m |
2024 £m |
|
Balance at 1 January |
2.0 |
2.2 |
|
Additions |
56.1 |
- |
|
Change in fair value |
(7.3) |
1.9 |
|
Disposal |
(1.3) |
(1.7) |
|
Exchange differences |
(1.8) |
(0.4) |
|
Balance at 31 December |
47.7 |
2.0 |
Note 13. Cash and cash equivalents
|
|
2025 £m |
2024 £m |
|
Bank balances |
68.6 |
110.8 |
|
Cash deposits |
10.7 |
10.0 |
|
Cash and cash equivalents |
79.3 |
120.8 |
In 2025, the Group had restricted cash of £2.3 million (2024: £2.2 million) as a result of exchange controls in Argentina.
Reconciliation of net cash and cash equivalents to net debt1
|
|
2025 |
2024 |
|
Opening borrowings |
(337.7) |
(309.7) |
|
Increase in borrowings |
(38.8) |
(121.3) |
|
Repayment of borrowings |
70.1 |
88.0 |
|
Effect of movement in foreign exchange |
- |
5.3 |
|
Closing borrowings |
(306.4) |
(337.7) |
|
Net cash and cash equivalents |
74.2 |
111.5 |
|
Closing net debt1 |
(232.2) |
(226.2) |
|
Opening lease liabilities |
(47.1) |
(47.1) |
|
Payment of lease liabilities |
9.3 |
10.6 |
|
New leases and lease remeasurement |
(13.9) |
(10.9) |
|
Disposal of business |
0.7 |
- |
|
Effect of movements in foreign exchange |
1.8 |
0.3 |
|
Closing lease liabilities |
(49.2) |
(47.1) |
|
Closing net debt1 and lease liabilities |
(281.4) |
(273.3) |
1. Definitions of these non-GAAP measures and reconciliations of the statutory results to the adjusted measures can be found in the 'Glossary and alternative performance measures' section, which is included as an appendix to the condensed consolidated financial statements within this announcement.
The table below details changes in the Group's liabilities arising from financing activities, including both cash and non-cash changes.
|
|
Borrowings |
Net cash and cash equivalents |
Movement in net debt |
Lease liabilities |
Net debt1 and lease liabilities |
|
At 1 January 2024 |
(309.7) |
124.5 |
(185.2) |
(47.1) |
(232.3) |
|
Cash inflow |
- |
23.0 |
23.0 |
- |
23.0 |
|
Borrowings and lease liability cash (outflow)/inflow |
(33.3) |
- |
(33.3) |
10.6 |
(22.7) |
|
Net interest paid |
- |
(20.5) |
(20.5) |
- |
(20.5) |
|
Net cash inflow/(outflow) |
(33.3) |
2.5 |
(30.8) |
10.6 |
(20.2) |
|
Share purchases |
- |
(8.2) |
(8.2) |
- |
(8.2) |
|
New leases and lease remeasurement |
- |
- |
- |
(10.9) |
(10.9) |
|
Exchange and other movements |
5.3 |
(7.3) |
(2.0) |
0.3 |
(1.7) |
|
At 31 December 2024 |
(337.7) |
111.5 |
(226.2) |
(47.1) |
(273.3) |
|
|
|
|
|
|
|
|
At 1 January 2025 |
(337.7) |
111.5 |
(226.2) |
(47.1) |
(273.3) |
|
Cash outflow |
- |
(8.1) |
(8.1) |
- |
(8.1) |
|
Borrowings and lease liability cash outflow |
31.3 |
- |
31.3 |
9.3 |
40.6 |
|
Net interest paid |
- |
(24.4) |
(24.4) |
- |
(24.4) |
|
Net cash inflow/(outflow) |
31.3 |
(32.5) |
(1.2) |
9.3 |
8.1 |
|
Share purchases |
- |
(18.8) |
(18.8) |
- |
(18.8) |
|
Disposal of business |
- |
17.4 |
17.4 |
0.7 |
18.1 |
|
New leases and lease remeasurement |
- |
- |
- |
(13.9) |
(13.9) |
|
Exchange and other movements |
- |
(3.4) |
(3.4) |
1.8 |
(1.6) |
|
At 31 December 2025 |
(306.4) |
74.2 |
(232.2) |
(49.2) |
(281.4) |
1. Definitions of these non-GAAP measures and reconciliations of the statutory results to the adjusted measures can be found in the 'Glossary and alternative performance measures' section, which is included as an appendix to the condensed consolidated financial statements within this announcement.
Note 14. Financial risk management
Fair Values
|
|
31 December 2025 |
31 December 2024 |
||||||
|
Carrying Amount |
Fair value |
Carrying Amount |
Fair value |
|||||
|
Level 1 £m |
Level 2 £m |
Total £m |
Level 1 £m |
Level 2 £m |
Total £m |
|||
|
Financial assets and liabilities held at amortised cost |
|
|
|
|
|
|
|
|
|
3.37% US Dollar Senior Notes 2026 |
(72.4) |
- |
(71.2) |
(71.2) |
(77.9) |
- |
(74.2) |
(74.2) |
|
1.55% Euro Senior Notes 2026 |
(21.9) |
- |
(21.5) |
(21.5) |
(20.8) |
- |
(19.9) |
(19.9) |
|
4.87% US Dollar Senior Notes 2026 |
- |
- |
- |
- |
(20.4) |
- |
(20.1) |
(20.1) |
|
1.74% Euro Senior Notes 2028 |
(8.7) |
- |
(8.2) |
(8.2) |
(8.3) |
- |
(7.7) |
(7.7) |
|
2.89% Euro Senior Notes 2030 |
(21.8) |
- |
(19.8) |
(19.8) |
(20.7) |
- |
(18.8) |
(18.8) |
|
5.47% US Dollar Senior Notes 2031 |
(7.5) |
- |
(7.3) |
(7.3) |
(8.0) |
- |
(7.6) |
(7.6) |
|
5.53% US Dollar Senior Notes 2033 |
(7.5) |
- |
(7.2) |
(7.2) |
(8.0) |
- |
(7.4) |
(7.4) |
|
5.61% US Dollar Senior Notes 2035 |
(22.4) |
- |
(21.3) |
(21.3) |
(24.1) |
- |
(22.0) |
(22.0) |
|
5.50% Cumulative First Preference shares |
(0.1) |
- |
(0.1) |
(0.1) |
(0.1) |
- |
(0.1) |
(0.1) |
|
5.00% Cumulative Second Preference shares |
(0.3) |
- |
(0.3) |
(0.3) |
(0.3) |
- |
(0.3) |
(0.3) |
|
|
(162.6) |
- |
(156.9) |
(156.9) |
(188.6) |
- |
(178.1) |
(178.1) |
|
Financial assets held at FVTPL |
47.2 |
47.2 |
- |
47.2 |
2.0 |
2.0 |
- |
2.0 |
|
Derivative financial assets held at fair value |
2.0 |
- |
2.0 |
2.0 |
1.2 |
- |
1.2 |
1.2 |
|
|
49.2 |
47.2 |
2.0 |
49.2 |
3.2 |
2.0 |
1.2 |
3.2 |
|
Derivative financial liabilities held at fair value |
(0.5) |
- |
(0.5) |
(0.5) |
(2.6) |
- |
(2.6) |
(2.6) |
The table above analyses the fair values of financial instruments held by the Group, by valuation method, together with the carrying amounts shown in the balance sheet.
The fair value of cash and cash equivalents, current trade and other receivables/payables and floating-rate bank and other borrowings are excluded from the preceding table as their carrying amount approximates their fair value.
Fair value hierarchy
The different levels have been defined as follows:
|
· |
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities. |
|
· |
Level 2: not traded in an active market but the fair values are based on quoted market prices or alternative pricing sources with reasonable levels of price transparency. Fair value is calculated using discounted cash flow methodology, future cash flows are estimated based on forward exchange rates. |
|
· |
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). |
There have been no transfers between Level 1 and Level 2 during 2025 and 2024 and there were no Level 3 financial instruments in either 2025 or 2024.
The major methods and assumption used in estimating the fair values of financial instruments reflected in the preceding table are as follows:
Equity securities
Fair value is based on quoted market prices at the balance sheet date.
Derivatives
Forward exchange contracts are marked to market either using listed market prices or by discounting the contractual forward price and deducting the current spot rate.
Fixed-rate borrowings
Fair value is calculated based on discounted expected future principal and interest cash flows. The interest rates used to determine the fair value of borrowings are 3.7-6.0% (2024: 3.7-6.6%).
Note 15. Pensions and other post-retirement employee benefits
|
|
31 December 2025 |
||||
|
|
UK |
USA |
Europe |
Rest of World |
Total |
|
Summary of net surplus/(obligations) |
|
|
|
|
|
|
Present value of unfunded defined benefit obligations |
- |
(3.5) |
(23.9) |
(4.5) |
(31.9) |
|
Present value of funded defined benefit obligations |
(315.6) |
(94.2) |
(0.7) |
(8.3) |
(418.8) |
|
Fair value of plan assets |
327.1 |
93.2 |
- |
8.4 |
428.7 |
|
Net surplus/(obligations) |
11.5 |
(4.5) |
(24.6) |
(4.4) |
(22.0) |
|
Represented by: |
|
|
|
|
|
|
Surpluses |
11.5 |
- |
- |
0.9 |
12.4 |
|
Obligations |
- |
(4.5) |
(24.6) |
(5.3) |
(34.4) |
|
|
|
|
|
|
|
|
Movements in present value of defined benefit obligation |
|
|
|
|
|
|
At 1 January 2025 |
(318.1) |
(105.3) |
(26.1) |
(12.8) |
(462.3) |
|
Current service cost |
- |
- |
(0.8) |
(2.0) |
(2.8) |
|
Interest cost |
(16.7) |
(5.3) |
(0.9) |
(0.2) |
(23.1) |
|
Actuarial gain/(loss) |
|
|
|
|
|
|
Experience gain/(loss) on plan obligations |
(4.3) |
(0.9) |
0.2 |
(0.3) |
(5.3) |
|
Changes in financial assumptions - gain/(loss) |
4.6 |
(2.3) |
2.0 |
0.2 |
4.5 |
|
Changes in demographic assumptions - loss |
(2.8) |
- |
- |
- |
(2.8) |
|
Benefits paid |
21.7 |
8.6 |
1.7 |
1.2 |
33.2 |
|
Curtailments or settlements |
- |
- |
- |
0.1 |
0.1 |
|
Disposal of business |
- |
- |
0.5 |
0.6 |
1.1 |
|
Exchange adjustments |
- |
7.5 |
(1.2) |
0.4 |
6.7 |
|
At 31 December 2025 |
(315.6) |
(97.7) |
(24.6) |
(12.8) |
(450.7) |
|
|
|
|
|
|
|
|
Movements in fair value of plan assets |
|
|
|
|
|
|
At 1 January 2025 |
330.4 |
101.5 |
0.2 |
8.7 |
440.8 |
|
Interest on plan assets |
17.4 |
5.0 |
- |
0.3 |
22.7 |
|
Remeasurement gain |
1.3 |
2.0 |
- |
0.2 |
3.5 |
|
Contributions by employer |
- |
0.5 |
1.6 |
1.4 |
3.5 |
|
Benefits paid |
(21.7) |
(8.6) |
(1.7) |
(1.2) |
(33.2) |
|
Administrative cost |
(0.3) |
- |
- |
- |
(0.3) |
|
Disposal of business |
- |
- |
(0.2) |
(0.4) |
(0.6) |
|
Exchange adjustments |
- |
(7.2) |
0.1 |
(0.6) |
(7.7) |
|
At 31 December 2025 |
327.1 |
93.2 |
- |
8.4 |
428.7 |
|
Actual return on assets |
18.7 |
7.0 |
- |
0.5 |
26.2 |
|
|
31 December 2025 |
||||
|
|
UK |
USA |
Europe |
Rest of World |
Total |
|
Fair value of plan assets by category |
|
|
|
|
|
|
Equities |
- |
4.6 |
- |
- |
4.6 |
|
Growth assets1 |
29.3 |
- |
- |
- |
29.3 |
|
Bonds |
44.4 |
85.5 |
- |
- |
129.9 |
|
Liability-driven investments (LDI)2 |
164.0 |
- |
- |
- |
164.0 |
|
Matching insurance policies |
88.2 |
1.3 |
- |
6.4 |
95.9 |
|
Other |
1.2 |
1.8 |
- |
2.0 |
5.0 |
|
|
327.1 |
93.2 |
- |
8.4 |
428.7 |
1. Growth assets include investment in Multi-Asset Funds as well as UK Property.
2. The LDI assets are pooled funds in the UK that provide a leveraged return linked to long duration fixed interest and index-linked government bonds valued at the bid price of the units. This provides interest rate and inflation hedging equivalent in size to circa 100% of the invested assets of the UK Schemes measured on the 'Long-Term Objective' basis (Gilts +50bps) (excluding matching insurance policies).
|
|
31 December 2024 |
||||
|
|
UK £m |
USA £m |
Europe £m |
Rest of World £m |
Tota £m l |
|
Summary of net surplus/(obligations) |
|
|
|
|
|
|
Present value of unfunded defined benefit obligations |
- |
(4.0) |
(24.9) |
(3.9) |
(32.8) |
|
Present value of funded defined benefit obligations |
(318.1) |
(101.3) |
(1.2) |
(8.9) |
(429.5) |
|
Fair value of plan assets |
330.4 |
101.5 |
0.2 |
8.7 |
440.8 |
|
Net surplus/(obligations) |
12.3 |
(3.8) |
(25.9) |
(4.1) |
(21.5) |
|
Represented by: |
|
|
|
|
|
|
Surpluses |
12.3 |
0.1 |
- |
0.6 |
13.0 |
|
Obligations |
- |
(3.9) |
(25.9) |
(4.7) |
(34.5) |
|
|
UK |
USA |
Europe |
Rest of World |
|
Principal actuarial assumptions at 31 December 2025 were: |
|
|
|
|
|
Discount rate |
5.47 |
5.17 |
4.20 |
5.22 |
|
Inflation (UK: RPI/CPI) |
2.79/2.22 |
n/a |
2.00 |
n/a |
|
|
|
|
|
|
|
Principal actuarial assumptions at 31 December 2024 were: |
|
|
|
|
|
Discount rate |
5.45 |
5.47 |
3.50 |
4.66 |
|
Inflation (UK: RPI/CPI) |
3.15/2.52 |
n/a |
2.00 |
n/a |
Note 16. Provisions and contingent liabilities
|
|
Closure and restructuring provisions |
Legal and other Provisions |
Environmental Provisions |
Total |
|
Balance at 1 January 2025 |
7.4 |
6.3 |
6.7 |
20.4 |
|
Provisions made during the year |
3.6 |
0.7 |
0.8 |
5.1 |
|
Provisions used during the year |
(3.1) |
(0.3) |
(0.6) |
(4.0) |
|
Provisions reversed during the year |
(1.6) |
(0.8) |
(0.5) |
(2.9) |
|
Disposal of business |
- |
(0.2) |
- |
(0.2) |
|
Effect of movements in foreign exchange |
(0.3) |
(0.2) |
0.1 |
(0.4) |
|
Balance at 31 December 2025 |
6.0 |
5.5 |
6.5 |
18.0 |
|
|
|
|
|
|
|
Current |
4.4 |
1.3 |
2.4 |
8.1 |
|
Non-current |
1.6 |
4.2 |
4.1 |
9.9 |
|
|
6.0 |
5.5 |
6.5 |
18.0 |
Closure and restructuring provisions
Closure and restructuring provisions relate to the Group's restructuring programmes and represent committed expenditure at the balance sheet date. The amounts provided are based on the costs of terminating relevant contracts, under the contract terms, and management's best estimate of other associated restructuring costs including professional fees. Of the total, £4.5 million of the provisions are expected to be utilised in the next one to two years.
We have a provision for a multi-employer pension obligation for a site which was closed during 2021. The cash outflows relating to the pension obligation may continue for up to 15 years, subject to any settlement being reached in advance of that date.
Legal and other provisions
Legal and other provisions mainly comprise amounts provided against open legal and contractual disputes arising in the normal course of business and long-service costs. Provisions are made for the expected costs associated with such matters, based on past experience of similar items and other known factors, taking into account professional advice received, and represent management's best estimate of the most likely outcome. The timing of utilisation of these provisions is frequently uncertain, reflecting the complexity of issues and the outcome of various court proceedings and associated negotiations.
Where obligations are not capable of being reliably estimated, or if a material outflow of economic resources is considered not probable, it is classified as a contingent liability. The Group is of the opinion that any associated claims that might be brought can be defeated successfully and, therefore, the possibility of any material outflow in settlement is assessed as remote.
Subsidiary undertakings within the Group have given unsecured guarantees of £16.3 million (2024: £9.5 million) in the ordinary course of business.
Environmental provisions
Environmental provisions are made for quantifiable environmental liabilities arising from known environmental issues. The amounts provided are based on the best estimate of the costs required to remedy these issues. The provisions are expected to be utilised in the next five to ten years.
Tax contingent liabilities
The Group is subject to periodic tax audits by various fiscal authorities covering corporate, employee and sales taxes in the various jurisdictions in which it operates. We have provided for estimates of the Group's likely exposures where these can be reliably estimated.
Environmental and other contingent liabilities
Due to the international footprint of the Group and the nature of its manufacturing operations it is subject to a wide range of local health and safety, environmental and employment laws and regulations. At any point in time the Group has a number of ongoing environmental or employment cases for which there is uncertainty due to the wide range of possible outcomes and associated costs. Possible outcomes include the case being settled, withdrawn or dismissed.
Note 17. Subsequent events
There were no reportable subsequent events following the balance sheet date.
Glossary and alternative performance measures
|
|
1. Reconciliations of non-GAAP measures to GAAP measures can be found at the end of this announcement.
The Group monitors business performance through alternative performance measures (APMs) which are not defined under IFRS and are therefore non-GAAP measures. The APMs provide useful information to stakeholders, including additional insight into ongoing trading and year-on-year comparisons. These APMs are not a substitute for IFRS measures but are complementary to them. The Group defines each APM and therefore they may not be directly comparable with similarly named metrics in other businesses. The definition, purpose and reconciliation to statutory figures where applicable are included below.
In the year ended 31 December 2025 the results of MMS for the period up to disposal are presented in discontinued operations in the Consolidated Income Statement. Prior year figures have been restated to present results for MMS in discontinued operations. The income statement metrics used to assess Group performance exclude the results of MMS and in order to provide meaningful comparison to prior years certain metrics are presented a 'Headline' basis which includes the results of MMS for the period of ownership.
Constant-currency
Constant-currency figures are derived by translating the prior year results at current year average exchange rates. These measures are used as they allow key metrics such as revenue to be compared year on year excluding the impact of foreign exchange rates.
Organic growth
The growth of the business excluding the impacts of acquisitions, divestments and foreign currency impacts. This measure is used as it allows revenue and adjusted operating profit to be compared on a like-for-like basis.
|
|
Thermal Products |
Performance Carbon |
Technical Ceramics |
Segment Totals |
|
2024 revenue1 |
377.6 |
345.2 |
337.3 |
1,060.1 |
|
Impact of foreign currency movements |
(14.1) |
(8.5) |
(6.8) |
(29.4) |
|
Impact of acquisitions, disposals and business exits |
- |
- |
- |
- |
|
Organic constant-currency change |
(15.3) |
(29.9) |
11.1 |
(34.1) |
|
Organic constant-currency change % |
(4.2)% |
(8.9)% |
3.4% |
(3.3)% |
|
2025 revenue |
348.2 |
306.8 |
341.6 |
996.6 |
1. The Group disposed of the majority of its MMS business in 2025. The disposal group formed part of the Thermal Products segment and has been classified as a discontinued operation under IFRS 5. Financial results for the year ended 31 December 2024 have been restated to present the results of the disposal group as discontinued operations.
|
|
Thermal Products |
Performance Carbon |
Technical Ceramics |
Segment Totals |
Corporate Costs |
Group |
|
2024 adjusted operating profit1 |
37.5 |
55.1 |
39.2 |
131.8 |
(8.5) |
123.3 |
|
Impact of foreign currency movements |
(3.9) |
(2.3) |
(0.8) |
(7.0) |
- |
(7.0) |
|
Impact of acquisitions, disposals and business exits |
- |
- |
- |
- |
- |
- |
|
Organic constant-currency change |
(10.1) |
(11.6) |
1.0 |
(20.7) |
(1.8) |
(22.5) |
|
Organic constant-currency change % |
(30.1)% |
(22.0)% |
2.6% |
(16.6)% |
- |
(19.3)% |
|
2025 adjusted operating profit |
23.5 |
41.2 |
39.4 |
104.1 |
(10.3) |
93.8 |
1. The Group disposed of the majority of its MMS business in 2025. The disposal group formed part of the Thermal Products segment and has been classified as a discontinued operation under IFRS 5. Financial results for the year ended 31 December 2024 have been restated to present the results of the disposal group as discontinued operations.
Headline organic growth
|
|
Thermal Products |
Performance Carbon |
Technical Ceramics |
Segment Totals |
|
2024 revenue1 |
418.2 |
345.2 |
337.3 |
1,100.7 |
|
Impact of foreign currency movements |
(15.3) |
(8.5) |
(6.8) |
(30.6) |
|
Impact of acquisitions, disposals and business exits |
(5.1) |
- |
- |
(5.1) |
|
Organic constant-currency change |
(15.9) |
(29.9) |
11.1 |
(34.7) |
|
Organic constant-currency change % |
(4.0)% |
(8.9)% |
3.4% |
(3.3)% |
|
2025 revenue |
381.9 |
306.8 |
341.6 |
1,030.3 |
1. The Group disposed of the majority of its MMS business in 2025. The disposal group formed part of the Thermal Products segment and has been classified as a discontinued operation under IFRS 5. Financial results for the year ended 31 December 2024 have been restated to present the results of the disposal group as discontinued operations.
|
|
Thermal Products |
Performance Carbon |
Technical Ceramics |
Segment Totals |
Corporate Costs |
Group |
|
2024 adjusted operating profit1 |
42.6 |
55.1 |
39.2 |
136.9 |
(8.5) |
128.4 |
|
Impact of foreign currency movements |
(4.2) |
(2.3) |
(0.8) |
(7.3) |
- |
(7.3) |
|
Impact of acquisitions, disposals and business exits |
(0.8) |
- |
- |
(0.8) |
- |
(0.8) |
|
Organic constant-currency change |
(8.8) |
(11.6) |
1.0 |
(19.4) |
(1.8) |
(21.2) |
|
Organic constant-currency change % |
(23.4)% |
(22.0)% |
2.6% |
(15.1)% |
- |
(17.6)% |
|
2025 adjusted operating profit |
28.8 |
41.2 |
39.4 |
109.4 |
(10.3) |
99.1 |
1. The Group disposed of the majority of its MMS business in 2025. The disposal group formed part of the Thermal Products segment and has been classified as a discontinued operation under IFRS 5. Financial results for the year ended 31 December 2024 have been restated to present the results of the disposal group as discontinued operations.
Corporate costs
Corporate costs consist of the costs of the central head office.
Specific adjusting items
Specific adjusting items are items which occur infrequently and are presented separately in the consolidated income statement due to their nature and size. They typically include but are not limited to:
|
· |
Individual restructuring projects which are material or relate to the closure of a part of the business and are not expected to recur; |
|
· |
Impairment of non-financial assets which are material; |
|
· |
Gains or losses on disposal or exit of businesses; |
|
· |
Significant costs incurred as part of the integration of an acquired business; |
|
· |
Gains or losses arising on significant changes to or closures of defined benefit pension plan; and |
|
· |
Expenses related to the design, configuration, customisation and implementation of a Global ERP system; and |
|
· |
Changes in the fair value and associated foreign exchange on shares in Foseco India Ltd ('FIL') |
The Directors consider disclosure of specific adjusting items necessary for the users of the financial statements to obtain an alternative understanding of the financial information and underlying performance of the business. Note 4 provides details of the specific adjusting items in the current and prior year.
Group earnings before interest, tax, depreciation and amortisation (EBITDA)
Group EBITDA is defined as operating profit before specific adjusting items, amortisation of intangible assets and depreciation.
The Group uses this measure as it is a key metric in covenants over debt facilities; these covenants use EBITDA excluding IFRS 16 Leases. The following table reconciles operating profit to Group EBITDA:
|
|
2025 £m |
2025 headline £m |
Restated1 2024 £m |
2024 Headline £m |
|
Operating profit |
45.2 |
49.6 |
99.2 |
103.6 |
|
Add back: specific adjusting items included in operating profit |
47.6 |
48.5 |
22.4 |
23.1 |
|
Add back: depreciation - property, plant and equipment |
31.8 |
33.6 |
32.2 |
34.1 |
|
Add back: depreciation - right-of-use assets |
8.3 |
8.4 |
8.3 |
8.6 |
|
Add back: amortisation of intangible assets |
1.0 |
1.0 |
1.7 |
1.7 |
|
Group EBITDA |
133.9 |
141.1 |
163.8 |
171.1 |
1. The Group disposed of the majority of its MMS business in 2025. The disposal group formed part of the Thermal Products segment and has been classified as a discontinued operation under IFRS 5. Financial results for the year ended 31 December 2024 have been restated to present the results of the disposal group as discontinued operations.
Group EBITDA excluding IFRS 16 Leases impact
Group EBITDA excluding IFRS 16 Leases impact is defined as Group EBITDA less interest expense on lease liabilities and capital payments on lease liabilities.
The Group uses this measure as it is a key metric in covenants over debt facilities; these covenants use EBITDA on an IAS 17 basis (pre-IFRS 16 basis) and this metric is used as a proxy for the charge that would have been attributable to operating leases recognised in EBITDA under the now defunct IAS 17.
The following table reconciles Group EBITDA to Group EBITDA excluding IFRS 16 Leases impact:
|
|
2025 £m |
2025 Headline |
Restated1 2024 |
2024 Headline |
|
Group EBITDA |
133.9 |
141.1 |
163.8 |
171.1 |
|
Interest expense on lease liabilities |
(2.8) |
(2.8) |
(2.6) |
(2.6) |
|
Capital payments on lease liabilities |
(9.2) |
(9.3) |
(10.2) |
(10.6) |
|
Group EBITDA excluding IFRS 16 Leases impact |
121.9 |
129.0 |
151.0 |
157.9 |
1. The Group disposed of the majority of its MMS business in 2025. The disposal group formed part of the Thermal Products segment and has been classified as a discontinued operation under IFRS 5. Financial results for the year ended 31 December 2024 have been restated to present the results of the disposal group as discontinued operations.
Adjusted operating profit
Adjusted operating profit is defined as operating profit excluding specific adjusting items and amortisation of intangible assets.
Specific adjusting items are excluded on the basis that they distort trading performance. The exclusion of amortisation of intangible assets is to allow for consistent comparability internally and externally between our businesses.
The following table reconciles operating profit to adjusted operating profit:
|
2025 |
Thermal Products |
Performance Carbon |
Technical Ceramics |
Segment total |
Corporate Costs |
Group |
Dis-continued |
Headline Group |
|
Operating profit |
17.3 |
20.6 |
37.9 |
75.8 |
(30.6) |
45.2 |
4.4 |
49.6 |
|
Add back specific adjusting items included in operating profit |
5.9 |
20.4 |
1.0 |
27.3 |
20.3 |
47.6 |
0.9 |
48.5 |
|
Add back amortisation of intangible assets |
0.3 |
0.2 |
0.5 |
1.0 |
- |
1.0 |
- |
1.0 |
|
Adjusted operating profit |
23.5 |
41.2 |
39.4 |
104.1 |
(10.3) |
93.8 |
5.3 |
99.1 |
|
Adjusted operating profit margin |
6.7% |
13.4% |
11.5% |
|
|
9.4% |
|
9.6% |
|
Restated1 2024 |
Thermal Products |
Performance Carbon |
Technical Ceramics |
Segment total |
Corporate Costs |
Group |
Dis-continued |
Headline Group |
|
Operating profit |
29.3 |
47.2 |
37.9 |
114.4 |
(15.2) |
99.2 |
4.4 |
103.6 |
|
Add back specific adjusting items included in operating profit |
7.4 |
7.6 |
0.7 |
15.7 |
6.7 |
22.4 |
0.7 |
23.1 |
|
Add back amortisation of intangible assets |
0.8 |
0.3 |
0.6 |
1.7 |
- |
1.7 |
- |
1.7 |
|
Adjusted operating profit |
37.5 |
55.1 |
39.2 |
131.8 |
(8.5) |
123.3 |
5.1 |
128.4 |
|
Adjusted operating profit margin |
9.9% |
16.0% |
11.6% |
|
|
11.6% |
|
11.7% |
1. The Group disposed of the majority of its MMS business in 2025. The disposal group formed part of the Thermal Products segment and has been classified as a discontinued operation under IFRS 5. Financial results for the year ended 31 December 2024 have been restated to present the results of the disposal group as discontinued operations.
Adjusted earnings per share (EPS)
Adjusted earnings per share is defined as profit for the year attributable to shareholders of the Company adjusted to exclude profit from discontinued operations, specific adjusting items and amortisation of intangible assets and the tax effects of the excluded items, divided by the weighted average number of Ordinary shares during the year.
Whilst amortisation of intangible assets is a recurring charge, it is excluded from these measures on the basis that it primarily arises on externally acquired intangible assets and therefore does not reflect consistently the benefit that all of the Group's businesses realise from their intangible assets, which may not be recognised separately.
This measure of earnings is shown because the Directors consider that it provides a helpful indication of the Group's financial performance excluding material non-recurring expenses or gains and non-financial asset impairments and impairment reversals, and therefore facilitates the evaluation of the Group's performance over time. A reconciliation from IFRS profit to the profit used to calculate adjusted earnings per share is included in Note 8.
Free cash flow before acquisitions, disposals and dividends
Free cash flow before acquisitions, disposals and dividends is defined as cash generated from continuing operations less net capital expenditure, net interest (interest paid on borrowings, overdrafts, supplier finance and lease liabilities, net of interest received), tax paid and lease payments.
The Group discloses free cash flow as this provides readers of the consolidated financial statements with a measure of the cash flows from the business before corporate-level cash flows (acquisitions, disposals and dividends).
The following table reconciles cash generated from continuing operations to free cash flow before acquisitions, disposals and dividends:
|
|
2025 |
2025 Headline |
Restated1 2024 |
2024 Headline |
|
Cash generated from operations |
162.0 |
168.6 |
154.8 |
163.0 |
|
Net capital expenditure |
(63.4) |
(65.9) |
(84.1) |
(90.2) |
|
Net interest on cash borrowings |
(18.8) |
(18.8) |
(15.3) |
(15.3) |
|
Tax paid |
(25.5) |
(26.4) |
(28.8) |
(29.2) |
|
Lease payments and interest |
(12.0) |
(12.1) |
(12.8) |
(13.2) |
|
Free cash flow before acquisitions, disposals and dividends |
42.3 |
45.4 |
13.8 |
15.1 |
1. The Group disposed of the majority of its MMS business in 2025. The disposal group formed part of the Thermal Products segment and has been classified as a discontinued operation under IFRS 5. Financial results for the year ended 31 December 2024 have been restated to present the results of the disposal group as discontinued operations.
Net debt
Net debt is defined as borrowings, and bank overdrafts less cash and cash equivalents.
The Group discloses net debt because this is the measure used in the covenants over the Group's debt facilities. It helps readers of the consolidated financial statements assess its ability to meet its financial obligations, manage debt and its capacity to invest in growth opportunities.
|
|
2025 £m |
2024 £m |
|
Cash and cash equivalents |
79.3 |
120.8 |
|
Non-current borrowings |
(212.1) |
(337.7) |
|
Current borrowings and bank overdrafts |
(99.4) |
(9.3) |
|
Closing net debt |
(232.2) |
(226.2) |
Net cash and cash equivalents
Net cash and cash equivalents is defined as cash and cash equivalents less bank overdrafts. The Group discloses this measure as it provides an indication of the net short-term liquidity available to the Group.
|
|
2025 £m |
2024 £m |
|
Cash and cash equivalents |
79.3 |
120.8 |
|
Overdrafts |
(5.1) |
(9.3) |
|
Net cash and cash equivalents |
74.2 |
111.5 |
Return on invested capital (ROIC)
ROIC is defined as 12-month adjusted operating profit divided by the average capital employed. The Group discloses ROIC to assess its efficiency in generating profits from the capital it has invested in its operations. Third-party working capital includes inventories, trade and other receivables, and trade and other payables.
|
|
2025 £m |
Restated1 2024 £m |
|
Operating profit |
45.2 |
99.2 |
|
Add back: specific adjusting items |
47.6 |
22.4 |
|
Add back: amortisation of intangible assets |
1.0 |
1.7 |
|
Group adjusted operating profit |
93.8 |
123.3 |
|
|
|
|
|
Third-party working capital |
91.0 |
151.4 |
|
Property, plant and equipment |
326.0 |
344.9 |
|
Right-of-use-assets |
36.4 |
32.5 |
|
Goodwill |
163.7 |
176.9 |
|
Other intangible assets |
3.2 |
3.0 |
|
Capital employed |
620.3 |
708.7 |
|
Average capital employed |
664.5 |
695.5 |
|
ROIC |
14.1% |
17.7% |
1. The Group disposed of the majority of its MMS business in 2025. The disposal group formed part of the Thermal Products segment and has been classified as a discontinued operation under IFRS 5. Financial results for the year ended 31 December 2024 have been restated to present the results of the disposal group as discontinued operations.
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