Final Results
Summary by AI BETAClose X
4 August 2026
Strix Group plc
("Strix", the "Group" or the "Company")
Final Results
Notice of AGM and Publication of Annual Report
Strix Group plc (AIM: KETL), the global leader in the design, manufacture and supply of kettle safety controls and other components and devices involving water heating and temperature control, steam management and water filtration, announces its audited final results for the 15-month period ended 31 March 2026 ("PE26").
Financial Summary
Total Group - PE26 vs FY24 (CER)¹
|
|
PE26 |
|
FY24 |
||||||
|
Adjusted results² |
Continuing |
Discontinued |
Total |
Total Change |
Continuing |
Discontinued |
Total |
||
|
|
£m |
£m |
£m |
|
£m |
£m |
£m |
||
|
Revenue |
102.6 |
50.6 |
153.2 |
6.2% |
100.9 |
43.3 |
144.2 |
||
|
Gross Profit |
28.2 |
22.3 |
50.5 |
(5.7)% |
33.7 |
19.8 |
53.5 |
||
|
Gross profit % |
27.5% |
44.0% |
32.9% |
(420)bps |
33.4% |
45.7% |
37.1% |
||
|
EBITDA |
17.7 |
10.7 |
28.4 |
(19.2)% |
24.7 |
10.4 |
35.1 |
||
|
EBITDA % |
17.3% |
21.0% |
18.5% |
(590)bps |
24.5% |
24.0% |
24.4% |
||
|
Overheads |
(18.8) |
(13.5) |
(32.3) |
21.7% |
(15.5) |
(11.0) |
(26.5) |
||
|
Operating profit |
9.4 |
8.8 |
18.2 |
(32.6)% |
18.2 |
8.8 |
27.0 |
||
|
Interest |
(7.4) |
(0.7) |
(8.1) |
(9.7)% |
(8.7) |
(0.3) |
(9.0) |
||
|
Profit before tax |
2.0 |
8.1 |
10.1 |
(43.9)% |
9.5 |
8.5 |
18.0 |
||
|
Profit after tax |
(0.5) |
6.9 |
6.4 |
(56.7)% |
8.3 |
6.4 |
14.7 |
||
Total Group - PE26 vs FY24 (AER)
|
|
PE26 |
|
FY24 |
||||
|
Adjusted Results |
Continuing £m |
Discontinued £m |
Total £m |
Total Change |
Continuing £m |
Discontinued £m |
Total £m |
|
Revenue |
102.9 |
48.2 |
151.1 |
4.8% |
100.9 |
43.3 |
144.2 |
|
Gross profit |
28.4 |
21.4 |
49.8 |
(7.0)% |
33.7 |
19.8 |
53.5 |
|
Gross profit % |
27.6% |
44.3% |
32.9% |
(420)bps |
33.4% |
45.7% |
37.1% |
|
EBITDA |
17.9 |
10.3 |
28.2 |
(19.8)% |
24.7 |
10.4 |
35.1 |
|
EBITDA % |
17.4% |
21.3% |
18.6% |
(580)bps |
24.5% |
24.0% |
24.4% |
|
Overhead |
(18.8) |
(12.9) |
(31.7) |
19.7% |
(15.5) |
(11.0) |
(26.5) |
|
Operating profit |
9.5 |
8.5 |
18.0 |
(33.2)% |
18.2 |
8.8 |
27.0 |
|
Interest |
(7.4) |
(0.6) |
(8.0) |
(10.8)% |
(8.7) |
(0.3) |
(9.0) |
|
Profit before tax |
2.1 |
7.9 |
10.0 |
(44.7)% |
9.5 |
8.5 |
18.0 |
|
Net cash/(debt)3 |
|
|
38.7 |
102.4 |
|
|
(63.7) |
|
Net debt leverage |
|
|
N/A |
N/A |
|
|
1.88x |
|
Operating cash conversion |
119.7% |
95.3% |
110.8% |
(550)bps |
114.3% |
121.0% |
116.3% |
|
Diluted earnings per share (pence) |
(0.1) |
2.9 |
2.8 |
(56.9)% |
3.7 |
2.8 |
6.5 |
|
|
|
|
|
|
|
|
|
|
GAAP Measures |
|
|
|
|
|
|
|
|
Revenue |
102.9 |
48.2 |
151.1 |
6.6% |
98.7 |
43.1 |
141.8 |
|
Operating profit |
3.5 |
68.5 |
72.0 |
413.2% |
5.8 |
8.2 |
14.0 |
|
Profit before tax |
(4.4) |
67.9 |
63.5 |
2230.4% |
(2.9) |
5.6 |
2.7 |
|
Diluted earnings per share (pence) |
(3.0) |
29.2 |
26.2 |
N/A |
(1.8) |
1.2 |
(0.6) |
|
¹"CER", being Constant Exchange Rate, is calculated by translating the PE26 figures by the average FY24 rate, and "AER" being Actual Exchange Rate. |
|
²Adjusted results from continuing operations exclude adjusting items and results from discontinued operation, see Notes 6(b) and 28. |
|
3Net debt as defined by the Group's bank facility agreement and excludes the impact of IFRS 16 lease liabilities and accrued interest. |
Financial Highlights
|
· |
Group revenue for PE26 increased 6.2% to £153.2m at CER, benefitting from longer trading period. |
||
|
· |
For the 12 months ended 31 March 2026: |
||
|
|
o |
Controls revenue declined by (23.8)% to £52.9m at CER (Mar25: £69.4m), due to the challenging macro environment and increased competition. |
|
|
|
o |
Consumer Goods growth accelerated, up 12.0% to £34.4m at CER (Mar25: £30.7m), driven by higher bespoke filters and appliance volumes. |
|
|
|
o |
Billi delivered pre-Disposal growth of just under 10.0% to £47.3m at CER (12 months to Dec 25). |
|
|
|
o |
Group adjusted PBT for PE26 of £10.1m at CER, firmly within forecast range. |
|
|
· |
The disposal of Billi generated £102.0m of net cash proceeds, c.3x original investment. |
||
|
· |
Net cash of £38.7m provides financial flexibility to invest and ability to return funds to shareholders. |
||
|
· |
Returned £13.7m of capital to shareholders to date. |
||
|
· |
Cost optimisation programme remains on track to deliver gross annualised savings, before investment, ahead of initial £2.0m target. |
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Operational Highlights
|
· |
Changed the financial year end to 31 March to better reflect end-market seasonality and improve forecasting accuracy. |
|
· |
Andy Rainforth joined Strix as new Chief Executive Officer on 13 July 2026. |
|
· |
Disposal of Billi created a more focused business with a stronger balance sheet and enhanced financial flexibility. |
|
· |
Roll-out of new Low-Cost and Next Generation controls ranges to support market share recovery, long-term competitiveness, and addressable market expansion. |
|
· |
Launched a patent-pending PFAS ("forever chemicals") filter range. |
|
· |
Expanded LAICA water and wellbeing brand into the UK, supported by targeted marketing campaign. |
Outlook
|
· |
Entering FY27 with positive momentum, with Controls volumes stabilising against 2025. |
|
· |
New Controls product platforms gaining traction, with key project wins starting to recapture market share. |
|
· |
Ongoing geopolitical developments create commodity, currency and consumer demand uncertainty. |
|
· |
Heightened competition and pricing pressures in the Controls market expected to continue. |
|
· |
Price increase/surcharge programme successfully implemented to help offset commodity cost inflation. |
|
· |
Consumer Goods continues shift towards higher margin routes to market, underpinning margin strength. |
|
· |
Ongoing investment into water filtration technologies, including anti-bacterial and additive solutions. |
|
· |
Continued focus on production efficiency and cost optimisation initiatives. |
|
· |
New CEO, provides a renewed commercial focus, to build an aligned and refocused medium-term growth strategy. |
|
· |
Comprehensive capital allocation framework under development, balancing investment for growth, capital discipline and shareholder returns. |
|
· |
Capital Markets Day planned for later in the financial year. |
Gary Lamb, Chairman of Strix Group Plc, commented: "The stabilisation of Controls volumes, continued progress in Consumer Goods and the delivery of key operational initiatives provide a stronger platform for the Group as we look ahead. Whilst the external environment remains challenging, particularly given ongoing geopolitical uncertainty and pressures across consumer markets, Strix has entered FY27 with positive momentum.
"Under Andy Rainforth's leadership, the Group is undertaking a period of commercial reassessment as part of its wider strategic planning process. The Board looks forward to presenting a comprehensive strategic update and capital allocation framework at the Capital Markets Day later this financial year.
"With a strong financial position, market leading Controls brand and established expertise in water filtration, the Board remains confident in Strix's ability to deliver sustainable long-term growth."
Analyst & Investor Presentation
Gary Lamb, Chairman, and Clare Foster, CFO, will be hosting a briefing for equity analysts later this morning. Andy Rainforth, CEO, will also be in attendance. For further details, please email strix@gracechurchpr.com.
Management will be hosting an investor presentation with Equity Development at 11.00am (BST) tomorrow, Wednesday 5 August 2026.
The online event is open to all existing and potential shareholders, and registration is free. Questions can be submitted during the presentation to be addressed at the end. Participants can submit their feedback after the event to help the Company build an understanding of the views of all shareholders. To register for the online presentation, please visit: https://www.equitydevelopment.co.uk/news-and-events/strix-group-fy-results-investor-presentation-5-august-2026
A recording of the presentation will be available after the event on Strix's and Equity Development's websites.
For further enquiries, please contact:
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Strix Group Plc |
+44 (0) 1624 829829 |
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Gary Lamb, Chairman |
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Clare Foster, CFO |
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Zeus (Nominated Advisor and Joint Broker) |
+44 (0) 20 3829 5000 |
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Jordan Warburton / Louisa Waddell (Investment Banking) Dominic King (Corporate Broking) |
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Stifel Nicolaus Europe Limited (Joint Broker) |
+44 (0) 20 7710 7600 |
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Matthew Blawat |
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Gracechurch Group (Financial PR and IR) |
+44 (0) 20 4582 3500 |
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Heather Armstrong / Claire Norbury |
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Information on Strix
Founded in 1982, Isle of Man based Strix is a global leader in the design, manufacture and supply of kettle safety controls and other components and devices involving water heating and temperature control, steam management and water filtration.
Strix has built up market leading capability and know-how, expanding into complementary products and technologies. The Group's brands include Aqua Optima and LAICA providing our customers with market leading water solutions on a global basis.
Strix is quoted on the AIM Market of the London Stock Exchange (AIM: KETL).
Chairman's Report
The period under review for this set of results covers the 15-month period from 1 January 2025 to 31 March 2026, (the "Period" or "PE26").
The Period was one of significant transformation for Strix, characterised by decisive strategic action, organisational change and continued resilience in the face of a challenging macroeconomic environment. Against a backdrop of geopolitical uncertainty, inflationary pressures and evolving global trade dynamics, the Board took a number of important steps to strengthen the Group's financial position including the disposal of the Billi business. This transitioned the Group into a strengthened net cash position and enabled the return of excess capital to shareholders through a Tender Offer and share buyback programme, alongside changes to the Group's leadership and Board composition.
While market conditions remain challenging, particularly across certain consumer markets, the Board believes these actions have strengthened the Group's platform for future growth, enabling continued investment in strategic opportunities and innovation while supporting sustainable long-term shareholder value.
Disposal of Billi (the "Disposal")
A significant strategic milestone during the Period was the successful disposal of the Billi business in January 2026. The transaction represented an important step in strengthening the Group's balance sheet, reducing leverage and sharpening the strategic focus of the business. Acquired in November 2022 for approximately £38.0m, Billi developed significantly under Strix's ownership by expanding its production capacity in Australia, strengthening its management structure, enhancing customer service capability, launching a flagship showroom in London and accelerating expansion opportunities across international markets. During the Period, Billi continued to report strong growth rates, building momentum across both residential and commercial channels.
The Disposal to Crescent Capital Partners at an enterprise value of £110.0m represented an approximate threefold return on the Group's original investment. Following closing adjustments, the transaction generated net proceeds of £102.0m (net of cash disposed).
The Board's decision to divest was made against the backdrop of ongoing macroeconomic and geopolitical challenges, including softer consumer demand within the Controls division, indirect tariff impacts, US dollar weakness and broader market volatility, all of which heightened the importance of deleveraging and strengthening the Group's financial position.
The proceeds from the Disposal were used immediately to repay the Group's existing multi-bank debt facilities in full. The Group retains a smaller undrawn £25.0m revolving credit facility, with annual net interest costs expected to fall below £1.0m compared to approximately £7.5m in the prior calendar year.
Following the Disposal, the Group is now more streamlined, financially secure and strategically focused.
Board changes
During the Period, the Board continued to ensure the Group maintains the appropriate balance of commercial, operational and strategic expertise to support its ongoing development and long-term objectives.
The Board announced that, by mutual agreement, Mark Bartlett would step down as CEO and a Director of the Group with effect from 29 May 2026. Mark joined Strix in 2006 and served as Chief Executive Officer since 2015, playing a significant role in the development and growth of the Group. The Board would like to thank Mark for his contribution both as a member of the Strix Board and to the wider Strix business for almost 20 years, and wish him all the best for the future.
Rachel Pallett, who joined Strix in 2023 as Chief Commercial Officer of Controls and Billi, was in July 2025 appointed to the Board as an Executive Director. In February 2026 Rachel informed the Board of her decision to step down to pursue the role of CEO at Billi. The Board would like to thank Rachel for her contribution to Strix and wish her every success for the future.
New CEO appointment
In June 2026 the Group announced the appointment of Andy Rainforth as the new CEO of Strix. Andy brings over 30 years of international business leadership experience, having successfully led multi-country product and technology businesses across manufacturing, hardware, SaaS, and channel-led models. His proven track record includes P&L leadership, driving operational improvements, and delivering value creation plans across complex, regulated, and global marketplaces.
The Board was delighted to welcome Andy on 13 July 2026 and believes that his extensive experience in driving growth, operational excellence, and value creation makes him the ideal leader to guide Strix through the next phase of its evolution.
The market
The Period was characterised by continued macroeconomic uncertainty and challenging trading conditions. Consumer demand within the SDA sector remained subdued throughout much of the Period, influenced by inflationary pressures, higher interest rates, weaker consumer confidence and ongoing geopolitical instability. In addition, evolving global trade dynamics, indirect tariff impacts and currency volatility, particularly the weakening of the US dollar, continued to create headwinds for the Group's Controls division.
As has been widely reported, since the last quarter of calendar year 2025, copper and silver prices have remained significantly higher than prior-year levels. The ongoing Middle East conflict is also impacting consumer sentiment and contributing to higher oil prices, resulting in increased volatility in the underlying commodity costs of plastics used in both Strix's controls and water filters.
For Controls, where the majority of sales are made to Chinese OEMs, US tariff related pressures were experienced during the Period as evidenced through reduced OEM order volumes, increased competitor activity from Chinese controls manufacturers and the weakening of the US dollar. These factors, alongside the challenging macroeconomic backdrop, contributed to heightened pricing pressure across markets and a reduction in the Group's regulated market share, particularly within the growing US end market.
Trading pressures started to ease during the final months of 2025 and have continued to show improvement in the first half of 2026.
Controls
The Controls division generated revenues of £62.4m (FY24: £69.5m) at CER. Trading conditions remained challenging during the Period, with a marked slowdown in demand during the middle of 2025, particularly in regulated markets as customers remained cautious around inventory levels and ordering patterns.
Encouragingly, the division saw trading momentum start to recover towards the end of the Period following the easing of certain tariff-related pressures. In the final three months of the Period, trading volumes outside the China domestic market were consistently ahead of the comparable prior year period, supported by improving order books and stronger demand. This positive momentum has continued into the new financial year, albeit trading volumes remain lower than pre-2025 comparatives.
In response to copper and silver prices remaining significantly higher, the Group successfully implemented a price surcharge/increase programme during the Period, with discussions continuing into Q1 FY27 for a small number of strategic customers which have now been successfully concluded. While these actions have helped mitigate the impact of higher input costs, commodity price volatility continues to present a headwind to divisional margins.
The division also continued to advance its Low-Cost and Next Generation control platforms, which are designed to enhance competitiveness, preserve and regain regulated and less regulated market share and increase the Group's addressable market. These products have demonstrated encouraging initial commercial success following their launch and are supporting the Group's ability to compete effectively in an increasingly price-sensitive environment. However, the ongoing roll-out of these lower priced products is expected to result in a shift in overall product mix, resulting in lower average selling prices ("ASP") and an ongoing pressure on divisional margins.
Alongside these commercial initiatives, the Group continues to maintain a disciplined approach in the highly price-sensitive China domestic market, choosing to exit non-profitable business where appropriate. Ongoing production efficiency and cost optimisation programmes also remain focused on protecting margins and strengthening the division's competitive
position.
Consumer Goods
The Consumer Goods division delivered an encouraging performance during the Period, reporting double digit growth following the successful restructuring undertaken in 2024. Adjusted revenues increased to £40.2m (FY24: £31.4m) at CER. Growth was supported by the ongoing rollout of appliance manufacturing in China for the division's leading global baby brand customer, alongside continued progress in expanding bespoke OEM water filtration volumes.
A key strategic focus for the division was the continued development of its water filtration capabilities. The launch of a patent-pending filter series designed to address PFAS substances, also known as "forever chemicals", that contaminate household water supplies, positions the business at the forefront of an increasingly important health and environmental category. This enhanced filtration offering, together with developments in anti-bacterial and additive technologies, supports the Group's ambition to capitalise on the growing water filtration market.
The division also continued to invest in strengthening the LAICA brand and expanding its presence in strategic markets. September 2025 marked the launch of the LAICA brand in the UK, supported by a marketing campaign aimed at increasing consumer awareness and supporting future growth opportunities. In parallel, the division expanded its operational capabilities through the planned installation of new automated assembly and packaging lines for anti-bacterial filters in its Italian manufacturing site.
Overall, the progress achieved during the Period reflects the division's successful repositioning towards higher value growth categories and provides a stronger platform for sustainable long-term growth.
Cost optimisation
As part of the Group's cost optimisation programme announced in March 2026, the Board approved the planned closure of the Group's manufacturing operations in Ramsey, Isle of Man, following a comprehensive review of the long-term viability of the site. While the Isle of Man remains central to the Group's identity, with its head office and research and development functions continuing to be based on the Island, the decision reflects Strix's ongoing commitment to continuous improvement, operational efficiency and disciplined capital allocation. The closure of the Ramsey manufacturing facility, alongside the planned closure of the Group's small US operation, reductions in PLC-related costs and the implementation of lean manufacturing initiatives across its Chinese site, is expected to deliver annualised cost savings that exceed the original targets established under the programme.
IP & protection strategy
Strix continues to monitor the competitive landscape closely, responding through product innovation, technology development and active intellectual property protection. During the Period, increased Chinese competitor activity, particularly in products serving the US market, reinforced the importance of protecting the Group's technology, quality and market position. Strix continues to pursue IP enforcement and patent infringement actions while working with authorities to remove unsafe and noncompliant products from the market. The global market leadership position remains supported by long-standing relationships with global brands, retailers and OEMs, together with the value the Group can add via product design, engineering and manufacturing.
Sustainability
The Group continued to make progress against its ESG priorities in line with its Purpose, People, Planet framework. Energy consumption reduced on an annualised basis, reflecting lower production volumes and ongoing efficiency initiatives, with improvements in energy intensity on a revenue basis, across operations. Scope 1 and 2 emissions also declined on an annualised basis, and the Group remains significantly ahead of its Paris aligned reduction pathway, having achieved a 93% reduction versus its base year. The Group remains carbon neutral through the use of certified carbon credits.
Waste and water usage both decreased, with high recycling rates maintained and minimal landfill contribution (for continuing operations). Health and safety performance remained stable, with a continued focus on reducing incident severity. Investment in R&D continued, reinforcing the Group's commitment to sustainable innovation.
Outlook
Whilst uncertainty surrounding the Middle East conflict continues to make the consumer demand and commodities outlook more difficult to predict, Strix has started FY27 with positive momentum. Controls volumes are continuing to stabilise and the roll-out of the new Low-Cost controls range is aiding the Group in starting to recapture lost market share, albeit at lower pricing and marginality. For Consumer Goods, the positive product mix changes the division saw in PE26 have continued into Q1 of FY27, with a shift towards higher margin routes to market.
The Controls price increase programme finalised in Q1 of FY27, is helping to offset the impact of silver and copper prices. Already identified cost optimisation initiatives are expected to secure savings ahead of the previously reported £2.0m gross annualised target, with further work continuing via the Group's embedded culture of continuous improvement.
Under the leadership of the Group's new CEO, Andy Rainforth, Strix is undertaking a period of commercial reassessment as part of a wider strategic planning process. Following this, Strix will present a full strategic update at its Capital Markets Day later in the financial year. This update will include a comprehensive capital allocation framework, outlining how the Group plans to balance investment in strategic growth opportunities with capital discipline and shareholder returns, while ensuring the Group remains well positioned to deliver sustainable long-term value.
The Board would like to thank all Strix employees for their hard work, commitment and resilience throughout what has been a transformational period for the Group. Against a challenging macroeconomic and geopolitical backdrop, the dedication of our teams across all regions has enabled Strix to navigate significant change while continuing to support customers and execute on a number of key strategic priorities.
The Board would also like to thank shareholders for their continued support and engagement during this important period for the Group. Despite ongoing macroeconomic challenges and competitive pressures, particularly within the Controls division, the Board remains confident in the Group's long-term prospects. Supported by a strong financial position, a market-leading Controls brand, established expertise in the growing water filtration market and an experienced leadership team, the Group is well positioned to return to a period of sustainable growth and continue creating long-term value for shareholders.
Gary Lamb
Non-Executive Chairman
3 August 2026
Chief Financial Officer's Statement
Transitional disclosures
As announced in September 2025, the Group changed its financial year end from 31 December to 31 March. This decision was made to better fit in with trading seasonality, by allowing the Group to finish its financial year at the end of its quietest, rather than its busiest trading quarter. In accordance with UK-adopted International Accounting Standards ("UK-IAS"), these financial statements present the historical financial information for the 15-months ended 31 March 2026 ("PE26"), alongside the comparative financial information for 12-months ended 31 December 2024 ("FY24").
In addition, in January 2026 the Group disposed of the Billi division. In accordance with UK-IAS, the income statements for both PE26 and FY24 include a split between continuing and discontinued operations. With the latter being presented as a single line item on the face of the income statement, further details are provided in Note 28.
To aid understanding during this transitional period, income statement narrative and analysis has been enhanced to provide the following:
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· |
Group: PE26 vs FY24. |
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· |
Continuing operations: 12-months ended 31 March 2026 vs 12-months ended 31 March 2025. |
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· |
Billi: 12-months ended 31 December 2025 vs 12-months ended 31 December 2024. |
Whilst neither of the latter periods represent audited UK-IAS numbers, management believe this additional analysis provides greater clarity to readers of the accounts.
In line with previous years, pre-Disposal Billi trading results have been discussed at a revenue and gross margin level within the adjusted revenue and adjusted trading profit narrative below.
Unless stated otherwise, amounts and comparisons with prior periods are calculated using CER, and where we refer to 'adjusted' this is defined as being before adjusting items as detailed in Note 6(b).
Continuing Group - Mar 26 12 months vs Mar 25 12 months (CER & AER)
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|
CER |
AER |
|
||
|
Adjusted continuing results |
12 months ended Mar 26 £m |
Change |
12 months ended Mar 26 £m |
Change |
12 months ended Mar 25 £m |
|
Revenue |
87.3 |
(12.8)% |
87.8 |
(12.3)% |
100.1 |
|
Gross profit |
23.9 |
(28.0)% |
24.2 |
(27.2)% |
33.2 |
|
Gross profit % |
27.4% |
(570)bps |
27.5% |
(560)bps |
33.1% |
|
EBITDA |
15.2 |
(37.9)% |
15.4 |
(37.1)% |
24.5 |
|
EBITDA % |
17.5% |
(700)bps |
17.6% |
(690)bps |
24.5% |
|
Overhead |
(15.3) |
0.1% |
(15.4) |
0.8% |
(15.3) |
|
Operating profit |
8.6 |
(52.0)% |
8.8 |
(51.1)% |
17.9 |
Divisional analysis¹
Continuing divisional - PE26 vs FY24 (CER & AER)
|
Continuing operations |
PE26 (CER) |
PE26 (AER) |
FY24 (AER) |
|
|||||||
|
|
Adjusted Revenue |
Change |
Adjusted GP% |
Change |
Adjusted Revenue |
Change |
Adjusted GP% |
Change |
Adjusted Revenue |
Adjusted GP% |
|
|
Controls |
62.4 |
(10.2)% |
33.7% |
(610)bps |
62.4 |
(10.2)% |
33.7% |
(610)bps |
69.5 |
39.8% |
|
|
Consumer Goods |
40.2 |
27.8% |
33.2% |
290bps |
40.5 |
28.8% |
33.4% |
310bps |
31.4 |
30.3% |
|
|
Group |
102.6 |
1.7% |
27.5% |
(590)bps |
102.9 |
2.0% |
27.6% |
(580)bps |
100.9 |
33.4% |
|
Continuing divisional - Mar 26 12 months vs Mar 25 12 months (CER & AER)
|
Continuing operations |
12-month ended Mar 26 (CER) |
12 month-ended Mar 26 (AER) |
12-month ended Mar 25 (AER) |
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|
|
Adjusted Revenue £m |
Change |
Adjusted GP% |
Change |
Adjusted Revenue £m |
Change |
Adjusted GP% |
Change |
Adjusted Revenue £m |
Adjusted GP% |
|
|
Controls |
52.9 |
(23.8)% |
33.5% |
(680)bps |
52.9 |
(23.8)% |
33.5% |
(680)bps |
69.4 |
40.3% |
|
|
Consumer Goods |
34.4 |
12.0% |
33.2% |
350bps |
34.9 |
13.7% |
33.5% |
380bps |
30.7 |
29.7% |
|
|
Group |
87.3 |
(12.8)% |
27.4% |
(570)bps |
87.8 |
(12.3)% |
27.5% |
(560)bps |
100.1 |
33.1% |
|
Discontinued divisional - PE26 (13 months pre-Disposal) vs FY24 (CER & AER)
|
Discontinued operations |
Period ended Jan 26 (CER) |
Period ended Jan 26 (AER) |
FY24 (AER) |
|||||||
|
|
Adjusted Revenue £m |
Change |
Adjusted GP% |
Change |
Adjusted Revenue £m |
Change |
Adjusted GP% |
Change |
Adjusted Revenue £m |
Adjusted GP% |
|
Billi |
50.6 |
17.4% |
44.0% |
(260)bps |
48.2 |
11.9% |
44.3% |
(230)bps |
43.1 |
46.6% |
Discontinued divisional - 2025 vs FY24 (CER & AER)
|
Discontinued operations |
12 months ended Dec 25 (CER) |
12 months ended Dec 25 (AER) |
FY24 (AER) |
|||||||
|
|
Adjusted Revenue £m |
Change |
Adjusted GP% |
Change |
Adjusted Revenue £m |
Change |
Adjusted GP% |
Change |
Adjusted Revenue £m |
Adjusted GP% |
|
Billi |
47.3 |
9.7% |
45.0% |
(160)bps |
45.1 |
4.7% |
45.2% |
(140)bps |
43.1 |
46.6% |
|
1Group margins include cost of sales that have been reclassified as Central costs and do not form part of the divisional GP% for the first time in PE26. The prior period numbers have been restated for comparability (see Note 4 of the full statement). |
Adjusted revenue
Assisted by the longer trading period, Group total revenues increased by 6.2% at CER to £153.2m in PE26 (4.8% to £151.1m at AER). Reported continuing revenues at AER (excluding Billi), also saw marginal growth of 2.0% to £102.9m.
Controls
The Period started positively with the Controls division seeing a strong performance in January to March 2025. However, as previously reported, US tariffs introduced in early April 2025, had a significant impact on trading volumes as Chinese OEM customers chose to run down stocks, reduce order volumes and slow production levels due to the unsettled macro conditions. The significantly reduced trading in the three-months from April to June 2025 offset the positive start and, in the six-months ended 30 June 2025, Strix reported Controls revenues were (24.2)% lower at CER and AER than in the comparative period in FY24. From July 2025, trading began to stabilise, and from October 2025 through to the end of the Period, the Group saw some recovery in demand.
Although trading recovered during the latter part of the period, the earlier weakness resulted in Controls revenues for the 12-months ended 31 March 2026 declining by (23.8)% to £52.9m at CER (12-months ended 31 March 2025: £69.4m). For PE26, Controls revenues saw a smaller decline of (10.2)% at CER, reflecting the positive impact of the longer trading period (AER: (10.2)% decline to £62.4m).
In addition to the ongoing volatile macroeconomic environment, and partly in response to these conditions, increasing competition from Chinese controls manufacturers has reduced the Group's regulated market share, particularly in the growing US end market, while also contributing to heightened pricing pressures across all markets.
To address these challenges and to support its regulated and less regulated market share, Strix has continued to introduce and roll out innovative, lower priced and costed Controls products into the market. The latest examples include its Low-Cost and Next Generation controls which were launched
in the second half of calendar year 2025 and have shown good initial commercial success. Conversely, and where appropriate, the Group continues to take a disciplined and pragmatic approach in the highly price-sensitive China domestic market, choosing to exit non-profitable business.
Consumer Goods
Following on from the solid 7.0% growth reported in the Consumer Goods division for the first six months of 2025, performance has continued to accelerate, securing double digit revenue growth of 12.0% to £34.4m at CER in the 12-months ended 31 March 2026 compared to the 12-months ended 31 March 2025. The main drivers for this are the continued roll out of appliance manufacturing for a key baby formula customer and a marked increase in bespoke OEM filter volumes.
For PE26, Consumer Goods reported significantly higher growth up 27.8% at CER, reflecting the positive impact of the 15-month period compared to the 12-month period (AER: 28.8% increase to £40.5m).
Billi
Billi continued to perform well, reporting revenue growth in 12-months to 31 December 2025, of 9.7% to £47.3m at CER (4.7% to £45.1m at AER). The Australian market formed the main driver of that growth, supplemented by an ongoing expansion into UK/Europe and South-East Asia.
The PE26 results include only 13 months of Billi trading, up to the Disposal on 30 January 2026. Despite only including one additional month, revenue was significantly higher for PE26, rising by 17.4% to £50.6m (CER) as compared to FY24, reflecting a strong final trading month with the Group (AER: 11.9% increase to £48.2m).
Adjusted trading profit
The Group experienced a decrease of (420)bps to 32.9% at CER in PE26 (AER: 32.9%, FY24: 37.1%) at adjusted gross margin level. This was predominantly driven by the performance of the Controls division and the Disposal of Billi two months before the Period end. Reported continuing gross margin decreased by (550)bps to 25.6% in PE26 (FY24: 31.1%).
Controls
For the 12-months ended 31 March 2026, adjusted gross profit margin decreased by (680)bps to 33.5% at CER (AER: 33.5%, 31 March 2025: 40.3%). This was predominantly due to the impact of the reduction in high margin regulated/less regulated sales volumes over a semi-fixed cost base, coupled with a weaker US dollar in the Period, as c.50% of Controls sales are transacted in US dollar.
For PE26 the decrease is slightly lower at (610)bps to 33.7% at CER (AER: 33.7%, FY24: 39.8%), reflecting relatively weaker trading volumes in Q1 of the comparative FY24 period.
Looking ahead, Strix expects the Controls division's adjusted gross profit margin to remain under pressure due to ongoing volatility in commodity prices. While the successful implementation of previously announced price surcharges and increases is expected to partially offset these cost pressures, it is anticipated that margin headwinds will persist in the near term. The continued roll out of new lower priced products, is already proving effective at preserving and regaining market share, however, this success is accelerating an Average Selling Price ("ASP") shift that at a net divisional level is expected to reduce overall margins.
Consumer Goods
For the 12-months ended 31 March 2026, the Group is pleased to report that Consumer Goods has seen a strong uptick in adjusted gross margin, increasing 350bps to 33.2% at CER (AER: 33.5%, 31 March 2025: 29.7%). Double digit sales growth over a semi-fixed cost base has driven an element of this increase, helped by a positive shift in product mix due to higher bespoke OEM filter volumes in the last six months of the Period.
For PE26, the increase of 290bps to 33.2% at CER is slightly lower due to the higher FY24 comparative (AER: 33.4%, FY24: 30.3%). This reflects a reduced level of appliance manufacturing in FY24, as this was not introduced until H2 of 2024.
Looking ahead, it is expected that the Consumer Goods division's adjusted gross profit margins will remain at c.30%, depending on the specific product mix secured.
Billi
Up until Disposal, Billi continued to perform strongly at adjusted gross profit margin level, securing gross profit margins of 45.0% in calendar year 2025 (PE26: 44.0%, FY24: 46.6%).
Adjusted net overheads and distribution costs
Group adjusted overheads and distribution costs have increased broadly in line with the longer 15 months reporting period in PE26 to £32.3m at CER (AER: £31.7m, FY24: £26.5m). This net position reflects an overall continued investment in Billi and a relative reduction in the continuing base over the extended period.
For the 12-months ended 31 March 2026, overheads and distribution costs for continuing operations have remained broadly in line at £15.3m (12-months ended 31 March 2025: £15.3m), reflecting an ongoing careful control of costs, ahead of the cost optimisation programme announced in March 2026 and discussed in more detail below.
Adjusted operating profit and PBT
Reflecting the above, for PE26 the Group's adjusted operating profit at CER has reduced by (32.6)% to £18.2m (AER: (33.2)% to £18.0m; FY24: £27.0m) and adjusted PBT reduced by (43.9)% to £10.1m (AER: (44.7)% to £10.0m; FY24: £18.0m).
For the 12-months ended 31 March 2026, adjusted operating profit at CER for continuing operations reduced by (52.0)% to £8.6m (AER: (51.1)%, 12-months ended 31 March 2025: £17.9m).
Reported operating profit for continuing operations at AER reduced by (39.3)% to £3.5m (FY24: £5.8m) and reported loss before tax at AER increased by (51.7)% to £(4.4)m (FY24: £(2.9)m).
Net finance costs (AER)
Net finance costs decreased to £8.0m (FY24: £9.0m), despite the current period comprising 15-months compared with 12-months in the prior year. The reduction reflects lower average gross debt, partially driven by our accelerated debt reduction actions, together with a decline in base interest rates during the Period.
The Disposal of Billi enabled the Group to repay its RCF in full and return to a net cash position. Surplus funds have been placed on term deposit in the short-term to optimise interest income, ahead of the Board announcing a wider strategic update and full capital allocation framework later in the financial year.
Cost optimisation
The Group announced a cost optimisation programme in March 2026, initially targeting gross annualised savings, before investments of c.£2.0m over the next 18 months. Strix is pleased to report that it is expected that these initiatives, which include the planned closure of its Ramsey operations and its small US operation, a reduction in PLC-related costs and the implementation of several lean
production initiatives in its Chinese site, will exceed the original target.
Cost optimisation remains a key focus area for the Group, with management focusing on continuous improvement initiatives aimed at maintaining an efficient cost base and streamlining investment to support profitable growth. The Group expects to provide a further update on the progress of this in due course.
Adjusting items - continuing operations (AER)
Non-recurring adjusting items of £6.4m (FY24: £11.9m) primarily comprise restructuring / rebasing costs as well as costs associated with a strategic review.
Restructuring/rebasing
Within Controls, £2.4m (FY24: £1.5m) of costs were incurred, split between restructuring / rebasing and relocation. Restructuring / rebasing costs of £2.0m relate to the Group's strategic decision to reduce inventory levels at its China factory as part of the accelerated debt reduction programme. This initiative successfully delivered a c.£8.0m reduction in manufactured stock held within the Group's Chinese operations, from the peak level reached in September 2025 to the end of PE26. However, the reduction in inventory necessitated a significant net reduction in production volumes over the whole Period. This resulted in excess under-absorbed overheads, which, in accordance with accounting standards, are expensed as incurred.
Working with a local partner, relocation costs of £0.4m were incurred to set up a small low-cost factory in North China, providing Strix with the flexibility to further reduce manufacturing costs and thereby enhance competitiveness in the less regulated and China markets. Outside of the initial investment, the additional ongoing fixed costs related to this site are low. In addition, as part of the Group's cost saving initiatives, and reflecting the retrenchment of the Group's HQ activities to the Isle of Man, Strix closed its office in Hong Kong, incurring a relocation cost of £0.1m.
In Consumer Goods, £1.8m (FY24: £6.4m) of restructuring/rebasing costs were incurred. This primarily comprises a £2.0m write-off of capitalised development costs following commercial reviews of product lines where the Group does not intend to allocate further resources or commercial focus, partially offset by the release of a stock provision of £(0.2)m recognised in FY24.
Strategic review
Strategic review costs of c.£1.6m (FY24: £nil) include third-party adviser fees incurred in the first six months of the Period. The strategic review was performed to provide greater clarity on the Group's medium-term growth ambitions, pre-Disposal, and in part to support preparation for the planned refinancing process. The outcome of significant elements of this review were utilised as part of the Disposal due diligence process.
Arrangement fees of £0.5m (FY24: £nil) were derecognised from the statement of financial position subsequent to the Disposal as the RCF reduced from £80.0m to £25.0m. Under accounting standards this was treated as a modification of the Group's financing arrangements which led to their derecognition.
Settlements
The remaining non-recurring adjusting items relate to the £(0.1)m release of a settlement provision recognised in FY24 (FY24: charge of £3.3m).
Adjusting items - discontinued operations (AER)
The Disposal of Billi, following an unsolicited offer from Crescent Capital Partners was completed for £110.0m on a debt free / cash free basis. The Group received net proceeds of £102.0m after closing adjustments and transaction costs.
Strix acquired Billi, a leading provider of premium instant boiling, chilled and sparkling filtered water systems, in November 2022 for approximately £38.0m and therefore, the Disposal represents an absolute return of c.3x on Strix's original investment. On Disposal, £61.4m has been recognised in the
consolidated income statement (see Note 28). In addition, £(0.3)m of relocation costs were incurred before Disposal, relating to the relocation of the Australian site.
Cash flow
Operating cash generation
The Group has maintained consistently high operating cash conversion, with an adjusted operating cash conversion ratio of 110.8% in the Period (FY24: 116.3%).
In addition to the significant efforts made in FY24, ongoing improvements in working capital management have reduced net working capital by a further £2.4m in the Period (FY24: £4.4m). Inventory reduced by £2.3m during the Period, including a c.£4.0m reduction in China inventory (see further details below) from 31 December 2024 to 31 March 2026, partially offset by increased inventory in Billi prior to Disposal and the relocation of the Australian site. Debtors and creditors also reduced, primarily reflecting the change in year end to a seasonally quieter trading quarter, with lower
production volumes also contributing to the reduction in creditors.
Accelerated debt reduction
Following the decision to pause the refinancing process in September 2025, an accelerated debt reduction programme was implemented through a series of targeted actions, including inventory reductions at the Group's Chinese facility and the extension of non-recourse debt factoring in Italy.
As a result of the successful implementation of this programme, manufactured inventory levels at Strix's China site reduced by £8.0m by 31 March 2026 from peak inventory levels at 30 September 2025. Non-recourse debt factoring remained in line in the Period, lower than the additional €2.0m originally intended, due to the changed interest cost differential, with the Group being in a net cash position at the Period end.
Notwithstanding these self-help measures, net cash generated from operating activities in PE26 reduced to £22.1m (FY24: £32.1m) due to lower profitably and the cash impact of adjusting items.
Investing activities
Measured and careful monitoring of capital expenditure has allowed the Group to maintain reduced investment outflows of £7.7m (FY24: £8.2m), including a £1.6m spend on the pre-Disposal Billi HQ relocation in Australia and a £1.0m investment in the launch and roll out of the Next Generation controls product line.
Capitalised development costs have also been carefully controlled, with £1.9m capitalised in the Period (FY24: £2.2m; FY23: £3.7m), predominantly relating to the Next Generation controls products and OEM appliance manufacturing. The Disposal saw a net amount of £102.0m received (after post period end completion accounts adjustment of £0.5m), which represents £105.4m net proceeds, less the cash Billi had on the balance sheet on Disposal.
Financing activities
In financing activities, there was an outflow of £80.6m in external borrowings as the RCF and Term loan were repaid in full in February 2026. This repayment was offset in part by the pre-Billi Disposal drawdown of short-term facilities in the Group's Chinese and Italian operations (£6.1m).
Net finance costs of £7.4m (FY24: £8.7m) were paid in the Period and c.£2.9m of shares repurchased as part of the £10.0m share buyback programme announced after the Disposal of Billi.
Net debt/cash and banking
Cash generation and net debt reduction remained key priorities for the Group in the Period. As a result of that focus, and reflecting on all the successes discussed above, including the Disposal of Billi, the Group has seen a fundamental change in its balance sheet position over PE26. Overall Strix secured a £105.3m net cash inflow, before returns to shareholders of £2.9m, taking the Group from a net debt position of £(63.7)m as at 1 January 2025 to a net cash position of £38.7m as at Period end.
The Disposal eliminated the Group's reliance on debt funding, with the outstanding RCF balance repaid in full. The current facility was maintained to preserve the existing cross-border guarantee structures, specifically given the Group's high asset base in China.
However, to remain cost effective, the facility quantum was reduced from £80.0m to £25.0m and HSBC and Barclays exited the facility, leaving IOM Bank (Natwest) as the sole lender. For further information on the remaining facility, see Note 17.
Looking ahead, the Group will continue to engage proactively with its current banking partner and a select number of additional institutions to maintain relationships for the future. Following completion of its strategic planning process, the Group intends to initiate a refinancing process with a focused group of banks, with the objective of securing appropriate, cost effective and flexible funding to support its medium-term, investment driven growth.
Returning capital to shareholders & capital allocation
Following the successful Disposal of Billi and the resulting strengthening of the Group's balance sheet, the Board undertook a review of capital allocation priorities and opportunities to ensure Strix is well positioned to support long-term value creation but also to return excess capital to shareholders.
As part of this process the Group launched a £10.0m share buyback programme as announced in February 2026 and subsequently completed a £10.0m Tender Offer post Period end in May, successfully returning further capital to shareholders.
At the time of the Disposal, the Board stated that a portion of the proceeds would be retained to fund future strategic growth initiatives. As announced in July 2026, following the successful completion of the Tender Offer and the appointment of Andy Rainforth as the Group's new CEO, the Board believed it was appropriate to pause the share buyback programme while a broader review of the Group's strategic priorities and future capital allocation plans is completed.
As at 9 July 2026, the Group had repurchased approximately 8.9m ordinary shares under the buyback programme for an aggregate consideration of £3.7m, at an average purchase price of c.41.2 pence per share.
Looking ahead, Strix will present a comprehensive capital allocation framework later in the financial year as part of a wider strategic update. This framework will outline how the Group intends to balance investment in strategic growth opportunities with disciplined capital allocation and shareholder returns, while ensuring it remains well positioned to deliver sustainable long-term value.
Clare Foster
Chief Financial Officer
3 August 2026
Notice of AGM and Publication of Annual Report
The Company gives notice that its AGM will be held on Tuesday 22 September 2026 at 9:00am at its headquarters on the Isle of Man, Forrest House, Ronaldsway, Isle of Man, IM9 2RG.
The Notice of AGM, along with the Company's annual report and accounts for the 15-month period ended 31 March 2026 (together, the "Documents"), have been published on the Company's website at: https://strix.com/documents-reports.html and will be posted to shareholders who have elected to receive physical copies over the coming week.
Consolidated Income Statement for the 15-month period ended 31 March 2026
|
|
Note |
15-month period ended 31 March 2026 £000s |
12-month period ended 31 December 2024 Restated* £000s |
|
Income statement |
|
|
|
|
Revenue - before adjusting items |
|
102,949 |
100,916 |
|
Revenue - adjusting items |
6(b) |
- |
(2,200) |
|
Revenue |
4 |
102,949 |
98,716 |
|
Cost of sales - before adjusting items |
|
(74,558) |
(67,189) |
|
Cost of sales - adjusting items |
6(b) |
(2,084) |
(818) |
|
Cost of sales |
|
(76,642) |
(68,007) |
|
Gross profit |
|
26,307 |
30,709 |
|
Distribution costs |
|
(10,276) |
(8,511) |
|
Administrative expenses - before adjusting items |
|
(8,988) |
(7,424) |
|
Administrative expenses - adjusting items |
6(b) |
(3,952) |
(9,394) |
|
Administrative expenses |
|
(12,940) |
(16,818) |
|
Other operating income |
|
417 |
402 |
|
Operating profit - before adjusting items |
|
9,544 |
18,194 |
|
Adjusting items |
6(b) |
(6,036) |
(12,412) |
|
Operating profit |
3,508 |
5,782 |
|
|
Finance costs - before adjusting items |
|
(7,736) |
(8,911) |
|
Adjusting items |
6(b) |
(498) |
- |
|
Finance costs |
7 |
(8,234) |
(8,911) |
|
Finance income |
|
316 |
229 |
|
Profit before taxation - before adjusting items |
|
2,124 |
9,512 |
|
Adjusting items |
6(b) |
(6,534) |
(12,412) |
|
Loss before taxation |
|
(4,410) |
(2,900) |
|
Income tax expense |
8 |
(2,525) |
(1,171) |
|
(Loss)/profit from continuing operations - before adjusting items |
|
(401) |
8,341 |
|
Adjusting items |
6(b) |
(6,534) |
(12,412) |
|
Loss from continuing operations |
(6,935) |
(4,071) |
|
|
Profit from discontinued operations - before adjusting items |
|
6,758 |
6,396 |
|
Profit/(loss) from discontinued operations - adjusting items |
6(b) |
60,320 |
(3,683) |
|
Profit from discontinued operations |
28 |
67,078 |
2,713 |
|
Profit/(loss) for the Period |
|
60,143 |
(1,358) |
|
Profit/(loss) for the Period attributable to: |
|
|
|
|
Equity holders of the Company |
|
60,240 |
(1,377) |
|
Non-controlling interests |
|
(97) |
19 |
|
|
60,143 |
(1,358) |
|
|
Profit/(loss) for the Period attributable to Equity holders of the Company arises from: |
|
|
|
|
Continuing operations |
|
(6,838) |
(4,090) |
|
Discontinued operations |
|
67,078 |
2,713 |
|
|
60,240 |
(1,377) |
|
|
Loss per share (pence) from continuing operations |
|
|
|
|
Basic |
9 |
(3.0) |
(1.8) |
|
Diluted |
9 |
(3.0) |
(1.8) |
|
Earnings/(loss) per share (pence) from total operations |
|
|
|
|
Basic |
9 |
26.2 |
(0.6) |
|
Diluted |
9 |
26.2 |
(0.6) |
*Comparatives have been restated to present the Billi division as a discontinued operation. The comparative discontinued operations balance therefore include both (i) HaloSource Water Purification Technology (Shanghai) Co. Ltd. which was reported as discontinued operations in the prior period (prior period loss of £3.3m), and (ii) the Billi division, which has been classified as a discontinued operation in the current period (prior period profit of £6.0m) (Note 28).
Consolidated Statement of Comprehensive Income for the 15-month period ended 31 March 2026
|
|
Note |
15-month period ended 31 March 2026 £000s |
12-month period ended 31 December 2024 Restated* £000s |
|
Profit/(loss) for the Period |
|
60,143 |
(1,358) |
|
Other comprehensive income /(expense) |
|
|
|
|
Items that may be reclassified to the income statement: |
|
|
|
|
Exchange differences on translation of continuing foreign operations, net of tax |
|
666 |
(1,729) |
|
Exchange differences on translation of discontinued operations, net of tax |
|
678 |
(1,622) |
|
Exchange differences on translation of discontinued operations recycled |
|
3,341 |
(22) |
|
Items that will not be reclassified to the income statement: |
|
|
|
|
Remeasurements of post-employment benefit obligations |
5(c) |
(4) |
(8) |
|
Total comprehensive income/(expense) for the Period |
|
64,824 |
(4,739) |
|
Total comprehensive income/(expense) for the Period attributable to: |
|
|
|
|
Equity holders of the Company |
|
64,976 |
(4,757) |
|
Non-controlling interests |
|
(152) |
18 |
|
|
64,824 |
(4,739) |
|
|
Total comprehensive income/(expense) for the Period attributable to Equity holders of the Company arises from: |
|
|
|
|
Continuing operations |
|
(6,121) |
(5,826) |
|
Discontinued operations |
|
71,097 |
1,069 |
|
|
64,976 |
(4,757) |
|
*Comparatives have been restated to present the Billi division as a discontinued operation (Note 28).
Consolidated Statement of Financial Position at 31 March 2026
|
ASSETS |
Note |
31 March 2026 £000s |
31 December 2024 £000s |
|
Non-current assets |
|
|
|
|
Intangible assets |
10 |
25,831 |
63,021 |
|
Property, plant and equipment |
11 |
37,867 |
44,143 |
|
Deferred tax asset |
8 |
488 |
1,512 |
|
Total non-current assets |
64,186 |
108,676 |
|
|
Current assets |
|
|
|
|
Inventories |
13 |
15,933 |
25,391 |
|
Trade and other receivables |
14 |
11,731 |
22,676 |
|
Current income tax receivable |
|
68 |
292 |
|
Cash and cash equivalents |
15 |
45,261 |
15,117 |
|
Total current assets |
72,993 |
63,476 |
|
|
Total assets |
|
137,179 |
172,152 |
|
|
|||
|
EQUITY AND LIABILITIES |
|||
|
Equity |
|
|
|
|
Share capital and share premium |
22 |
32,003 |
32,002 |
|
Own shares held reserve |
22 |
(3,093) |
- |
|
Retained earnings |
|
78,631 |
18,659 |
|
Foreign currency translation reserve |
|
(825) |
(5,731) |
|
Non-controlling interests |
|
365 |
671 |
|
Total equity |
107,081 |
45,601 |
|
|
Current liabilities |
|
|
|
|
Trade and other payables |
16 |
19,463 |
30,729 |
|
Borrowings |
17 |
6,316 |
11,230 |
|
Lease liabilities |
24 |
338 |
1,129 |
|
Current income tax liabilities |
|
507 |
2,396 |
|
Total current liabilities |
26,624 |
45,484 |
|
|
Non-current liabilities |
|
|
|
|
Lease liabilities |
24 |
243 |
2,545 |
|
Deferred tax liabilities |
8 |
2,187 |
8,998 |
|
Borrowings |
17 |
253 |
68,807 |
|
Post-employment benefits |
5(c) |
791 |
717 |
|
Total non-current liabilities |
3,474 |
81,067 |
|
|
Total liabilities |
30,098 |
126,551 |
|
|
Total equity and liabilities |
|
137,179 |
172,152 |
The consolidated financial statements were approved and authorised for issue by the Board of Directors on 3 August 2026 and were signed on its behalf by:
|
Gary Lamb Director |
Clare Foster Director |
Consolidated Statement of Changes in Equity for the 15-month period ended 31 March 2026
|
|
Share capital and share premium |
Own shares held reserve |
Share-based payment reserve |
Retained earning |
Foreign currency translation reserve |
Total Equity attributable to owners |
Non-controlling interests |
Total Equity |
|
|
£000s |
£000s |
£000s |
£000s |
£000s |
£000s |
£000s |
£000s |
|
Balance at 1 January 2024 |
23,642 |
- |
572 |
19,134 |
(2,359) |
40,989 |
653 |
41,642 |
|
(Loss)/profit for the year |
- |
- |
- |
(1,377) |
- |
(1,377) |
19 |
(1,358) |
|
Other comprehensive expenses |
- |
- |
- |
(8) |
(3,372) |
(3,380) |
(1) |
(3,381) |
|
Total comprehensive (expense)/ income for the year |
- |
- |
- |
(1,385) |
(3,372) |
(4,757) |
18 |
(4,739) |
|
Share-based payment transactions (Note 21) |
- |
- |
343 |
- |
- |
343 |
- |
343 |
|
Transfers between reserves (Note 21 and 22) |
2 |
- |
(912) |
910 |
- |
- |
- |
- |
|
Issue of shares (Note 22) |
8,748 |
- |
- |
- |
- |
8,748 |
- |
8,748 |
|
Transaction costs (Note 22) |
(390) |
- |
- |
- |
- |
(390) |
- |
(390) |
|
Total transactions with equity holders recognised directly in equity |
8,360 |
- |
(569) |
910 |
- |
8,701 |
- |
8,701 |
|
Other transactions recognised directly in equity (Note 21) |
- |
- |
(3) |
- |
- |
(3) |
- |
(3) |
|
Balance at 31 December 2024 |
32,002 |
- |
- |
18,659 |
(5,731) |
44,930 |
671 |
45,601 |
|
|
|
|
|
|
|
|
|
|
|
Balance at 1 January 2025 |
32,002 |
- |
- |
18,659 |
(5,731) |
44,930 |
671 |
45,601 |
|
Profit/(loss) for the Period |
- |
- |
- |
60,240 |
- |
60,240 |
(97) |
60,143 |
|
Other comprehensive (expenses)/ income of continuing operations |
- |
- |
- |
(4) |
721 |
717 |
(55) |
662 |
|
Other comprehensive income of discontinued operations |
- |
- |
- |
- |
678 |
678 |
- |
678 |
|
Reclassification of foreign currency translation reserve on disposal of subsidiaries (Note 28) |
- |
- |
- |
- |
3,341 |
3,341 |
- |
3,341 |
|
Total comprehensive income/(expense) for the Period |
- |
- |
- |
60,236 |
4,740 |
64,976 |
(152) |
64,824 |
|
Dividends paid to non-controlling interests |
- |
- |
- |
- |
- |
- |
(154) |
(154) |
|
Share-based payment transactions (Note 21) |
- |
- |
- |
(80) |
- |
(80) |
- |
(80) |
|
Issue of share capital (Note 22) |
1 |
- |
- |
- |
- |
1 |
- |
1 |
|
Movement in own shares held (Note 22) |
- |
(3,093) |
- |
- |
- |
(3,093) |
- |
(3,093) |
|
Total transactions with equity holders recognised directly in equity |
1 |
(3,093) |
- |
(80) |
- |
(3,172) |
(154) |
(3,326) |
|
Other transactions recognised directly in equity |
- |
- |
- |
(184) |
166 |
(18) |
- |
(18) |
|
Balance at 31 March 2026 |
32,003 |
(3,093) |
- |
78,631 |
(825) |
106,716 |
365 |
107,081 |
Consolidated Statement of Cash Flows for the 15-month period ended 31 March 2026
|
|
Note |
15-month period ended 31 March 2026 £000s |
12-month period ended 31 December 2024 £000s |
|
Cash flows from operating activities |
|
|
|
|
Cash generated from operations |
25(a) |
26,903 |
35,817 |
|
Tax paid |
|
(4,793) |
(3,690) |
|
Net cash generated from operating activities |
22,110 |
32,127 |
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
Purchase of property, plant and equipment |
11 |
(5,298) |
(4,952) |
|
Capitalised development costs |
10 |
(1,942) |
(2,629) |
|
Purchase of other intangibles |
10 |
(464) |
(662) |
|
Payment for acquisition of LAICA Brand House, net of cash acquired |
12 |
- |
130 |
|
Disposal of discontinued operation, net of cash disposed* |
28 |
102,526 |
(605) |
|
Finance income |
|
344 |
224 |
|
Net cash generated/(used) in investing activities |
95,166 |
(8,494) |
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
Purchase of own shares |
22 |
(2,893) |
- |
|
Proceeds from borrowings |
17 |
6,096 |
- |
|
Repayment of borrowings |
17 |
(80,582) |
(25,957) |
|
Finance costs paid |
17 |
(7,709) |
(8,679) |
|
Principal elements of lease payments |
24 |
(1,689) |
(1,847) |
|
Net proceeds from issue of new shares |
22 |
- |
8,358 |
|
Dividend paid to non-controlling interests |
|
(154) |
- |
|
Net cash used in financing activities |
(86,931) |
(28,125) |
|
|
|
|
|
|
|
Net increase/(decrease) in cash and cash equivalents |
|
30,345 |
(4,492) |
|
Cash and cash equivalents at the beginning of the Period |
|
15,117 |
20,114 |
|
Effects of foreign exchange on cash and cash equivalents |
|
(201) |
(505) |
|
Cash and cash equivalents at the end of the Period |
|
45,261 |
15,117 |
|
*Subsequent to Period end a £0.5m completion accounts adjustment payment was made to the buyer meaning net proceeds for the transaction was £102.0m, see Note 28. |
Cash flows of discontinued operations are shown in Note 28.
Notes to the Consolidated Financial Statements for the 15-month period ended 31 March 2026
1. GENERAL INFORMATION
Strix Group Plc (the "Company") was incorporated and registered in the Isle of Man on 12 July 2017 as a company limited by shares under the Isle of Man Companies Act 2006 with the registered number 014963V. The address of its registered office is Forrest House, Ronaldsway, Isle of Man, IM9 2RG.
The Company's shares were admitted to trading on AIM, a market operated by the London Stock Exchange, on 8 August 2017. The principal activities of Strix Group Plc and its subsidiaries (together, the "Group") are operating as a unique global supplier of sustainable technologies, committed to providing innovative water, beverage, and wellbeing solutions wherever people come together.
2. MATERIAL ACCOUNTING POLICIES
The Group's material accounting policies set out below have, except for those applied for the first time, been applied consistently to all of the periods presented.
Basis of preparation
The consolidated financial statements have been prepared in accordance with UK-adopted International Accounting Standards.
The financial statements have been prepared on a historical cost basis with the exception of certain items which are measured at fair value as disclosed in the accounting policies below.
The preparation of consolidated financial statements in conformity with UK-adopted International Accounting Standards requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements, are disclosed in Note 3.
Going concern
These consolidated financial statements have been prepared on the going concern basis.
The Directors have made enquiries to assess the appropriateness of continuing to adopt the going concern basis. In making this assessment the Directors have considered the following:
|
· |
The current and historic trading and profitability performance of the Group. |
|
· |
Income statement and cash flow forecasts including current and forecast interest cover covenant headroom. |
|
· |
The financial position of the Group as at Period end, including (i) cash and cash equivalents balances of £45.3m (FY24: £15.1m) and (ii) undrawn and accessible RCF facilities of £25.0m (FY24: £10.5m). |
|
· |
The ability to repay loan facilities if utilised due in the next 12 months. |
Based on these considerations, the Directors have concluded that there is a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. The key entities in the Group have traded profitably, excluding non-cash adjusted items, for an extended period of time. As a result, the Directors continue to adopt the going concern basis of accounting in preparing the financial statements and consider there are no material uncertainties about the Group's ability to continue as a going concern.
Change in Financial Year-End
During the Period, the Board approved a change in the Company's and the Group's financial year-end from 31 December 2025 to 31 March 2026 in order to better align with industry cycles, especially around the key holiday season sales, as well as to allow the Company to integrate industry insights gained from attending the Canton Fair in April and October into its forecasting.
Accordingly, these consolidated financial statements cover a 15-month period from 1 January 2025 to 31 March 2026, with comparatives for the 12-month period ended 31 December 2024.
As a result, the financial performance and cash flow information for the current Period are not directly comparable with the prior period.
This change does not affect the recognition, measurement, or presentation of any items in these consolidated financial statements under UK-adopted International Accounting Standards.
Standards, amendments and interpretations adopted
The following standards and amendments apply for the first time in the period commencing 1 January 2025:
|
· |
Lack of Exchangeability - Amendments to IAS 21. |
The amendments listed above did not have a material impact on the consolidated financial statements.
Standards, amendments and interpretations which are not effective or early adopted
Certain new accounting standards and interpretations have been published that are not mandatory for 31 March 2026 reporting periods and have not been early adopted by the Group. These standards and amendments are outlined below.
|
Standard/Interpretation |
Effective date Periods beginning on or after |
|
Amendments to the Classification and Measurement of Financial Instruments |
1 January 2026 |
|
- Amendments to IFRS 9 and IFRS 7 |
|
|
Annual Improvements to IFRS Accounting Standards - Volume 11 |
1 January 2026 |
|
Contracts Referencing Nature - dependent Electricity |
1 January 2027 |
|
- Amendments to IFRS 9 and IFRS 7 |
|
|
IFRS 19 Subsidiaries without Public Accountability: Disclosures |
1 January 2027 |
|
IFRS 18 Presentation and Disclosure in Financial Statements |
1 January 2027 |
IFRS 18 will replace IAS 1 Presentation of financial statements, introducing new requirements that will help to achieve comparability of the financial performance of similar entities and provide more relevant information and transparency to users. Even though IFRS 18 will not impact the recognition or measure of items in the financial statements, its impacts on presentation and disclosure are expected to be pervasive, in particular those related to the statement of financial performance and providing management- defined performance measures within the financial statements.
Management is currently assessing the detailed implications of applying the new standard on the group's consolidated financial statements.
Basis of consolidation
The consolidated financial statements comprise the financial statements of the Company and all of its subsidiary undertakings. The financial statements of all group companies are adjusted, where necessary, to ensure the use of consistent accounting policies.
Subsidiaries
Subsidiaries are entities controlled by the Group. Control exists when the Group is exposed to or has the rights to variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity.
Subsidiaries are fully consolidated from the date on which control is transferred to the Group. Consolidation of subsidiaries ceases from the date that control also ceases.
Reported results for the Period were materially affected by the Disposal of the Billi division on 30 January 2026. The results of the Billi division up to the date of Disposal are presented within discontinued operations in the Group's consolidated income statement. The respective notes to the financial statements are restated to reflect continued operations. Further details are set out in Note 28.
Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity and the consolidated statement of financial position, respectively.
Joint ventures
Joint ventures are joint arrangements of which the Group has joint control, with rights to the net assets of those arrangements. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control. Interests in joint ventures are accounted for using the equity method of accounting (detailed below) after being recognised at cost in the consolidated statement of financial position.
Under the equity method of accounting, investments in joint ventures are initially recognised at cost and adjusted thereafter to recognise the Group's share of the post-acquisition profits or losses from the joint venture in the consolidated income statement, and the Group's share of movements in other comprehensive income of the joint venture in other comprehensive income. Dividends received from joint ventures are recognised as a reduction in the carrying amount of the investment.
Unrealised gains on transactions between the Group and its joint ventures are eliminated to the extent of the Group's interest in these entities.
The carrying amount of equity-accounted investments is tested for impairment in accordance with the impairment of assets policy as described below in this Note.
Transactions eliminated on consolidation
Intra-group balances, and any unrealised gains and losses or income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements.
Business combinations
Business combinations are accounted for using the acquisition method as at the acquisition date with the assets and liabilities of subsidiaries being measured at their fair values. Any excess of the cost of acquisition over the fair values of the identifiable net assets acquired is recognised as goodwill. If those amounts are less than the fair value of the net identifiable assets of the business acquired, the difference is recognised directly in the consolidated income statement as a bargain purchase. The Group measures goodwill at the acquisition date as:
|
· |
the fair value of the consideration transferred; plus |
|
· |
the recognised amount of any non-controlling interests in the acquiree; plus |
|
· |
if the business combination is achieved in stages, the fair value of the pre-existing interest in the acquiree; less |
|
· |
the fair value of the identifiable assets acquired and liabilities assumed. |
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date. The Group recognises any non-controlling interest in the acquired entity on an acquisition-by-acquisition basis at the non-controlling interest's proportionate share of the fair value of the acquired entity's net identifiable assets. Transaction costs that the Group incurs in connection with a business combination are expensed as incurred.
If the initial accounting for a business combination is preliminary by the end of the reporting period in which the business combination occurs, provisional amounts are reported. Those provisional amounts are adjusted during the measurement period, or additional assets or liabilities recognised retrospectively where material to reflect the new information obtained about facts and circumstances that existed as at the acquisition date, and if known, would have affected the measurement of assets and liabilities recognised at that date. Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are subsequently remeasured to fair value, with changes in fair value recognised in the consolidated income statement.
Foreign currency translation
Functional and presentational currency
Items included in the financial information of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates ("the functional currency"). The consolidated financial statements are presented in Pound Sterling ("£"), which is Strix Group Plc's presentation currency.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions, and from the translation of monetary assets and liabilities denominated in foreign currencies at Period end exchange rates, are recognised in the consolidated income statement.
They are deferred in equity if they relate to qualifying net investment hedges or are attributable to part of the net investment in a foreign operation.
Group companies
The results and financial position of foreign operations that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
|
· |
assets, including intangible assets and goodwill arising on acquisition of those foreign operations, and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of financial position, or at historic rates for certain line items; |
|
· |
income and expenses for each statement of comprehensive income presented are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and |
|
· |
all resulting exchange differences are recognised in other comprehensive income. Such translation differences are reclassified to the consolidated income statement only on disposal or partial disposal of the foreign operation. |
Net investment hedge
On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings and other financial instruments designated as hedges of such investments, are recognised in other comprehensive income. When a foreign operation is sold, the associated exchange differences are reclassified to profit or loss, as part of the gain or loss on sale.
Property, plant and equipment
Initial recognition and measurement
Items of property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. Cost includes the original purchase price of the asset and the costs attributable to bringing the asset to its working condition for its intended use. When parts of an item of property, plant and equipment have different useful lives, the components are accounted for as separate items.
Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. Repairs and maintenance are charged to the consolidated income statement during the reporting period in which they are incurred.
Subsequent measurement
Depreciation is calculated using the straight-line method to allocate the cost of the assets, net of any residual values, over their estimated useful lives as follows:
|
· |
Plant and machinery |
3-25 years |
|
· |
Fixtures, fittings and equipment |
2-10 years |
|
· |
Motor vehicles |
3-5 years |
|
· |
Production tools |
1-10 years |
|
· |
Right-of-use assets |
3-10 years |
|
· |
Buildings (including land usage rights) |
50 years |
|
· |
Point-of-use dispensers |
4-10 years |
The Group manufactures some of its production tools and equipment. The costs of construction are included within a separate category within property, plant and equipment ("assets under construction") until the tools and equipment are ready for use as intended by management at which point the costs are transferred to the relevant asset category and depreciated. Any items that are scrapped are written off to the consolidated income statement.
The assets' residual values and useful lives are reviewed at the end of each reporting period. Fixtures, fittings and other equipment includes computer hardware.
Derecognition
Property, plant and equipment assets are derecognised on disposal, or when no future economic benefits are expected from use. Gains or losses arising from derecognition of property, plant and equipment, measured as the difference between net disposal proceeds and the carrying amount of the asset, are recognised in the consolidated income statement on derecognition.
Impairment
Property, plant and equipment assets that are subject to depreciation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use.
Intangible assets
Initial recognition and measurement
The Group's intangible assets relate to goodwill, capitalised development costs, intellectual property, customer relationships, brands and computer software. Goodwill acquired is allocated to those cash-generating units ("CGUs") expected to benefit from the business combination in which the goodwill arose. Goodwill is measured at cost less any accumulated impairment losses and is held in the functional currency of the acquired entity to which it relates and remeasured at the closing exchange rate at the end of each reporting period, with the movement taken through other comprehensive income. The CGUs represent the lowest level within the Group at which goodwill is monitored for internal management purposes.
Capitalised development costs are recorded as intangible assets and amortised from the point at which the asset is ready for use. Internal costs that are incurred during the development of significant and separately identifiable new products and manufacturing techniques for use in the business are capitalised when the following criteria are met:
|
· |
it is technically feasible to complete the project so that it will be available for use; |
|
· |
management intends to complete the project and use or sell it; |
|
· |
it can be demonstrated how the project will develop probable future economic benefits; |
|
· |
adequate technical, financial, and other resources to complete the project and to use or sell the project output are available; and |
|
· |
expenditure attributable to the project during its development can be reliably measured. |
Capitalised development costs include employee, travel and other directly attributable costs necessary to create, produce and prepare the asset to be capable of operating in the manner intended by management. Refer to Note 6(a) for details.
Other development expenditures that do not meet these criteria are recognised as an expense as incurred.
Intellectual property is capitalised where it is probable that future economic benefits associated with the patent will flow to the Group, and the cost can be measured reliably. The costs of renewing and maintaining patents are expensed in the consolidated income statement as they are incurred.
Customer relationships, intellectual property and brands are recognised on acquisitions where it is probable that future economic benefits will flow to the Group.
Computer software is only capitalised when it is probable that future economic benefits associated with the software will flow to the Group, and the cost of the software can be measured reliably. Computer software that is integral to an item of property, plant and equipment is included as part of the cost of the asset recognised in property, plant and equipment.
Subsequent measurement
The Group amortises intangible assets with a limited useful life using the straight-line method over the following periods:
|
· |
Capitalised development costs |
2-10 years |
|
· |
Intellectual property |
Lower of useful or legal life (8-20 years) |
|
· |
Technology and software |
2-10 years |
|
· |
Customer relationships |
10-15 years |
|
· |
Brands |
Indefinite useful life |
|
· |
Goodwill |
Indefinite useful life |
Brands have an indefinite useful life because there is no foreseeable limit on the Period during which the Group expects to consume the future economic benefits embodied in the asset.
The LAICA brand has been trading since inception and has been a well recognisable brand amongst the Group's trading partners, and the Group does not foresee a time limit by when these partnerships will cease.
Derecognition
Intangible assets are derecognised on disposal, or when no future economic benefits are expected from use. Gains or losses arising from derecognition of intangible assets, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognised in the consolidated income statement when the asset is derecognised. Where a subsidiary is sold, any goodwill arising on acquisition, net of any impairment, is included in determining the profit or loss arising on disposal.
Impairment
Intangible assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use.
Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired.
An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount.
The recoverable amount is the higher of an asset's fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.
Intangible assets with indefinite useful lives impairment assessments
Intangible assets with indefinite useful lives arising on business combinations are allocated to the relevant CGU and are treated as the foreign operation's assets.
Impairment reviews are performed at least annually, or more frequently if there are indicators that the assets might be impaired. The Group has assessed the carrying values of goodwill and brands to determine whether any amounts have been impaired. The recoverable amount of the underlying CGU was based on a value in use model where future cashflows were discounted using a weighted average cost of capital as the discount rate with terminal values calculated applying a long-term growth rate. In determining the recoverable amount, the Group considered several sources of estimation uncertainty and made certain assumptions or judgements about the future. Future events could cause the assumptions used in the impairment review to change with an impact on the results and net position of the group refer to Note 3 for details.
Leases
Group as a lessee
The Group leases office space, workshops, warehouses, motor vehicles and factory space. Rental contracts are typically made for Periods of 3 - 10 years, but may have extension options. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants, but leased assets may not be used as security for borrowing purposes.
Leases are recognised as a right-of-use ("ROU") asset and a corresponding liability at the date at which the leased asset is available for use by the Group. Each lease payment is allocated between the liability, finance costs and foreign exchange (where the lease is denominated in a foreign currency). The finance cost is charged to the consolidated income statement over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The right-of-use asset is depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis.
Measurement of future lease liabilities
Liabilities arising from a lease are initially measured on a present value basis. Future lease liabilities include the net present value of the following lease payments:
|
· |
Fixed payments (including in-substance fixed payments), less any lease incentives receivable. |
|
· |
Variable lease payments that are based on an index or a rate. |
|
· |
Amounts expected to be payable by the lessee under residual value guarantees. |
|
· |
The exercise price of a purchase option if the lessee is reasonably certain to exercise that options. |
|
· |
The payment of penalties for terminating the lease, if the lease term reflects the lessee exercising that option. |
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases in the Group, the lessee's incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.
The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.
Lease payments are allocated between principal and finance cost. The finance cost is charged to the consolidated income statement over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.
Measurement of right-of-use assets
Right-of-use assets are measured at cost comprising the following:
|
· |
The amount of the initial measurement of lease liability. |
|
· |
Any lease payments made at or before the commencement date less any lease incentives received. |
|
· |
Any initial direct costs. |
|
· |
restoration costs. |
They are subsequently measured at cost less accumulated depreciation and impairment losses. Right-of-use assets are generally depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis.
The Group applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in the 'Property, Plant and Equipment' policy.
Payments associated with short-term leases and leases of low-value assets are recognised on a straight-line basis as an expense in the consolidated income statement. Short-term leases are leases with a lease term of 12 months or less. Low-value assets comprise primarily IT equipment.
Extension and termination options
Extension and termination options are included in a number of property leases across the Group. These terms are used to maximise operational flexibility in terms of managing contracts. Management exercises judgement in determining whether these extension and termination options are reasonably certain to be exercised.
Group as a lessor
Lease income from operating leases where the Group is a lessor, and where substantially all the risks and rewards associated with the leased asset remain with the Group, is recognised in other income on a straight-line basis over the lease term. Rental income relating to the Billi division up to the date of Disposal is presented within discontinued operations (see Note 28).
Financial assets
Classification
The Group classifies its financial assets as financial assets held at amortised cost. Management determines the classification of its financial assets at initial recognition.
The Group classifies its financial assets as at amortised cost only if both of the following criteria are met:
|
· |
The asset is held within a business model whose objective is to collect the contractual cash flows. |
|
· |
The contractual terms give rise to cash flows that are solely payments of principal and interest. |
Financial assets held at amortised cost are initially recognised at fair value, and are subsequently stated at amortised cost using the effective interest method. Financial assets at amortised cost comprise cash and cash equivalents and trade and other receivables (excluding prepayments, VAT receivables and the advance purchase of commodities). Trade receivables are amounts due from customers for products sold performed in the ordinary course of business. They are due for settlement either on a cash in advance basis, or generally within 45 days, and are therefore all classified as current. Other receivables generally arise from transactions outside the usual operating activities of the Group.
Impairment of financial assets
The Group assesses, on a forward-looking basis, the expected credit losses associated with its debt instruments carried at amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk.
The Group applies the expected credit loss model to financial assets at amortised cost. For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables. Given the nature of the Group's receivables, expected lifetime losses are not material.
Financial liabilities
With the exception of contingent consideration, the Group initially recognises its financial liabilities at fair value net of transaction costs where applicable and subsequently they are measured at amortised cost using the effective interest method. Financial liabilities comprise trade payables and other liabilities. They are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Contingent consideration is measured at fair value with changes in fair value recognised in the consolidated income statement.
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Other liabilities include customer rebates.
Borrowing costs
Borrowing costs are recognised initially at fair value. Borrowing costs are subsequently measured at amortised cost.
General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for its intended use or sale. Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings, pending their expenditure on qualifying assets, is deducted from the borrowing costs eligible for capitalisation. Other borrowing costs are expensed in the period in which they are incurred.
Cash and cash equivalents
For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand and short-term deposits maturing in less than 90 days.
Short-term benefits
Short-term benefits, including holiday pay and similar non-monetary benefits, are recognised as an expense in the period in which the service is rendered. The Group recognises a liability and an expense for bonuses where contractually obliged or where there is a past practice that has created a constructive obligation.
Termination benefits
Termination benefits are payable when employment is terminated by the Group before the normal retirement date, or when an employee accepts voluntary redundancy in exchange for these benefits. The Group recognises termination benefits at the earlier of the following dates:
a) when the Group can no longer withdraw the offer of those benefits.
b) when the Group recognises costs for a restructuring that is within the scope of IAS 37 and involves the payment of termination benefits.
In the case of an offer made to encourage voluntary redundancy, the termination benefits are measured based on the number of employees expected to accept the offer. Benefits falling due more than 12 months after the end of the reporting period are discounted to present value.
Pensions
The Group operates both defined contribution and defined benefit plans for the benefit of their employees.
A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. The Group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. The Group has no further payment obligations once the contributions have been paid. The contributions are recognised as employee benefit expense when they are due. A defined benefit plan is a pension plan that is not a defined contribution plan.
Typically, defined benefit plans define an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors, such as age, years of service or compensation.
The liability recognised in the consolidated statement of financial position in respect of the defined benefit scheme is the present value of the defined benefit obligation at the statement of financial position date less the fair value of the scheme assets, together with adjustments for actuarial gains or losses and past service costs. The defined benefit obligation is calculated by qualified independent actuaries using the projected unit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension liability.
The net pension finance cost is determined by applying the discount rate, used to measure the defined benefit pension obligation at the beginning of the accounting period, to the net pension obligation at the beginning of the accounting period taking into account any changes in the net pension obligation during the period as a result of cash contributions and benefit payments.
Pension scheme expenses are charged to the consolidated income statement within administrative expenses. Actuarial gains and losses are recognised immediately in the consolidated statement of comprehensive income. Net defined benefit pension scheme deficits before tax relief are presented separately in the consolidated statement of financial position within non-current liabilities.
Own shares held
Where the Company purchases its own equity instruments, those instruments are deducted from equity. Shares purchased are classified as own shares held at the amount of consideration paid, which includes directly attributable costs. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Company's own equity instruments.
Where own shares held are subsequently sold or used to settle future equity award commitments, the amount received is recognised as an increase in equity.
Own shares held are excluded from the weighted average number of ordinary shares used in the calculation of basic and diluted earnings per share.
Share-based payments
The Group has issued conditional equity settled share-based options and conditional share awards under a Long-Term Incentive Plan ("LTIP") in the parent company to certain employees. Under the LTIP, the Group receives services from employees as consideration for equity instruments of the Group. The fair value of the employee services received in exchange for the grant of the options is recognised as an expense.
The total amount to be expensed is determined by reference to the fair value of the options granted:
|
· |
Including any market performance conditions such as the requirement for the Group's shares to be above a certain price for a pre-determined period. |
|
· |
Excluding the impact of any service and non-market performance vesting conditions, including earnings per share targets, dividend targets, and remaining an employee of the Group over a specified period of time. |
|
· |
Including the impact of any non-vesting conditions, where relevant. |
These awards are measured at fair value on the date of the grant using an option pricing model and expensed in the consolidated income statement on a straight-line basis over the vesting period, after making an allowance for the estimated number of shares that will not vest. The level of vesting is reviewed and adjusted bi-annually in the consolidated income statement, with a corresponding adjustment to equity.
If the terms of an equity settled award are modified, at a minimum, an expense is recognised as if the terms had not been modified. An additional expense is recognised for any modification that increases the total fair value of the share-based payment, or is otherwise beneficial to the employee, as measured at the date of modification.
If an equity award is cancelled by forfeiture, where the vesting conditions (other than market conditions) have not been met, any expense not yet recognised for that award as at the date of forfeiture is treated as if it had never been recognised. At the same time, any expense previously recognised on such cancelled equity awards is reversed, effective as at the date of forfeiture.
The dilutive effect, if any, of outstanding options is included in the calculation of diluted earnings per share. Further details on the awards is included in Note 21.
Inventories
Inventories consist of raw materials and finished goods which are valued at the lower of cost and net realisable value. Cost is determined using the following basis:
|
Division |
Raw material |
Finished Goods |
|
Controls |
FIFO |
Weighted Average |
|
Consumer Goods |
FIFO |
Weighted Average |
|
Billi (disposed 30 Jan 2026) |
FIFO |
FIFO |
Cost comprises expenditure which has been incurred in the normal course of business in bringing the products to their present location and condition including applicable supplier rebates, and include all related production and engineering overheads at cost. Fixed overheads are allocated based on normal production capacity. Net realisable value is the estimated selling price in the ordinary course of business, less applicable selling expenses. At the end of each reporting period, inventories are assessed for impairment. If inventory is impaired, the identified inventory is reduced to its selling price less costs to complete and an impairment charge is recognised in the consolidated income statement.
Inventory held by Billi division, which was disposed of on 30 January 2026, was measured on this basis up to the date of Disposal. No inventory relating to the disposed division was held by the Group at the reporting date. See Note 28 for further details.
Supplier rebates
The Group enters into agreements with suppliers whereby volume-related allowances and various other fees and discounts are received in connection with the purchase of goods from those suppliers. Most of the income received from suppliers relates to commercially agreed rebates based on historic sales volumes.
Rebates are recognised when earned by the Group, which occurs when all obligations conditional for earning income have been discharged, and the income can be measured reliably based on the terms of the contract. The income is recognised as a credit within cost of sales.
Where the income earned relates to inventories which are held by the Group at the period end, the income is included within the cost of those inventories, and recognised in cost of sales upon sale of those inventories. Amounts due relating to supplier rebates are recognised on a gross basis and within trade and other receivables.
Revenue
The Group primarily recognises revenue from the sale of goods and services to its customers as well as from licensing arrangements. The transaction price is based on the sales agreement with the customer. Revenue is reported net of sales taxes, discounts, rebates and after eliminating intra-group sales. Rebates are based on a certain volume of purchases by a customer within a given period and are recognised on a net basis based on an expected value approach.
Revenue is measured based on the consideration to which the Group expects to be entitled in a contract with a customer and is recognised when the performance obligations have been fulfilled. The Group recognises revenue from the sale of goods and services either at a point in time or over time, based on the nature of the contract terms. The Group recognises revenue from three main categories namely controls, Billi and consumer goods.
Billi division was disposed of during the period and revenue has been recognised only up to the date of Disposal. Further details are set out in Note 28 Discontinued Operations.
Controls
Revenue from the sale of goods rendered is recognised net of VAT in the consolidated income statement when the customer obtains control of the goods. Where contractual arrangements with customers include an embedded freight or storage service, an appropriate percentage of revenue is deferred until these performance obligations have also been satisfied.
All of the amounts recognised as revenue are based on the underlying terms and conditions in place with customers. No element of financing is deemed present as sales are made under normal credit terms and consistent with wider market practice.
Payment terms for the majority of customers in this category are to pay cash in advance of the goods being delivered. The Group recognises the advance payments within trade and other payables in the consolidated statement of financial position as "Payments in advance from customers". At the point the revenue is recognised, these balances are transferred from "Payments in advance from customers" to revenue. For the majority of other customers payment is normally due within 30 to 45 days from the date of sale.
Billi (Disposed 30 January 2026)
The Group recognises revenue from the following major sources under Billi:
|
· |
Sale of tap systems, consumable products and spare parts Revenue from the sale of tap systems and consumables including spare parts is recognised once control of the goods has been transferred to the customer. Payment terms are 1 month from the invoice date and is recorded within trade receivables until payment is received. |
|
· |
Rental of tap systems Rental income is made up of revenue from the supply of tap systems where the Company is lessor in an operating lease. Payment for rental income is in advance of the rental period and the rental income is recognised over time, with the transaction price allocated to this service released on a straight-line basis over the period of the lease. Included in the transaction price for the rental of tap systems, in some contracts, is the installation of those tap systems. The supply and installation elements of the contract are one deliverable, as they are highly interrelated, and therefore there is no allocation of a portion of the transaction price to the installation. |
Initial direct costs incurred in arranging an operating lease (except where immaterial) are added to the carrying amount of the leased asset and recognised on a straight-line basis over the lease term.
Rental agreements run for a minimum period of twelve months and typically for three to five years. Some rental agreements have no fixed end date and may be cancelled by either party.
The average useful economic life for a Point-of-use (POU) water device is approximately four to ten years whilst refurbishment can extend the life of some devices to eleven years or more. For this reason, existing rental agreements are not judged to transfer substantially all of the risks and rewards of ownership to the lessee.
Revenue is recognised for the rental of tap systems from when the taps have been installed as this is the point in time that the consideration is unconditional from this point.
|
· |
Servicing of tap systems The Company has taken advantage of IFRS 15, para 4 whereby they have grouped contracts for the servicing of taps into a portfolio, on the basis that applying IFRS 15 to each individual contract would not result in a material difference. This is on the basis that the underlying contracts are relatively homogenous and that under the contracts, each unit covered would be serviced twice per annum and the completion of the performance obligation, being the completion of the service, would be evenly spread throughout the period over the various contracts. Therefore the sale of services are recognised proportionally over the duration of the service period, provided a right to consideration has been established subject to a minimum notice period or early termination penalty. |
Whilst payment terms are in advance of the service period, revenue is recognised for the servicing of tap systems from when the contracts have been entered into as this is the point in time that the consideration is unconditional.
Consumer Goods
Sales are either 'direct' to the end user customers or 'indirect' to wholesale and retail distributors. Revenue from the supply of goods is recognised once control of the goods has been transferred to the customer, being when goods have been delivered to a customer site or in the case of indirect sales, when the goods have been delivered to the wholesale distributor.
Deferred revenue
Deferred revenue represents consideration received or invoiced in advance of the related performance obligations and is recognised as a contract liability within "Payment in advance from customers" on the consolidated statement of financial position.
Licensing income
The Group holds a substantial portfolio of issued and registered intellectual property rights relating to certain aspects of its hardware devices, accessories, goods, software and services under controls and consumer goods. This includes patents, designs, copyrights, trademarks and other forms of intellectual property rights registered in the U.K. and various foreign countries.
From time to time, the Group enters into term-based and exclusive licensing arrangements with some of its customers in respect of its intellectual property.
The licensing income is recognised at a point in time or over time based on the following assessment. Where the licensing arrangement is a distinct performance obligation, Management assess whether the licensing contract gives the customer either:
|
· |
the right to access the Group's intellectual property as it exists throughout the licence period; or |
|
· |
right to use the Group's intellectual property as it exists at the point in time at which the licence is granted. |
Revenue from a licencing contract which is considered to provide a right to the customer to access the Group's intellectual property as it exists throughout the licence period is recognised over time, as and when the related performance obligation is satisfied.
A licensing contract gives the customer the right to access the Group's intellectual property as it exists throughout the license period when all the following are met:
|
· |
the contract requires, or the customer reasonably expects, that the Group undertake activities that significantly affect the intellectual property to which the customer has rights; and |
|
· |
the rights granted by the licence directly expose the customer to any positive or negative effects of the entity's activities identified above; andthose activities do not result in the transfer of a good or a service to the customer as those activities occur. |
Revenue relating to a licensing contract which does not meet the above criteria is recognised at a point in time, which is usually the point at which the licence is granted to the customer but not before the beginning of the period during which the customer is able to use and benefit from the licence.
Cost of sales
Cost of sales comprise costs arising in connection with the manufacture of thermostatic controls, cordless interfaces, and other products such as water dispensers, taps, jugs and filters. Cost is based on the cost of purchases on a weighted average basis and first in first out "FIFO" (for Billi), and includes all direct costs and an appropriate portion of fixed and variable overheads where they are directly attributable to bringing the inventories into their present location and condition. This also includes an allocation of non-production overheads, costs of designing products for specific customers and amortisation of capitalised development costs.
Research and development
Research expenditure is written off to the consolidated income statement within cost of sales in the year in which it is incurred. Development expenditure is written off in the same way unless the Directors are satisfied as to the technical, commercial and financial viability of the individual projects. In this situation, the expenditure is classified on the consolidated statement of financial position as a capitalised development cost.
Finance income
Finance income comprises bank interest earned on financial assets that are held for cash management purposes. Finance income is recognised using the effective interest rate method.
Finance costs
Finance costs directly attributable to the acquisition or construction of a qualifying asset are capitalised. Qualifying assets are those that necessarily take a substantial period of time to prepare for their intended use. All other borrowing costs are recognised in the consolidated income statement in finance costs. Finance costs comprise interest charges on lease liabilities, interest on borrowings, arrangement fees, the unwind of discounts on the present value of liabilities, and finance charges relating to letters of credit. Finance costs are determined using the effective interest rate method.
Taxation
Current tax is the expected tax payable on the taxable income for the Period, using tax rates enacted or substantively enacted at the statement of financial position date in the countries where the Company and its subsidiaries operate and generate taxable income, and any adjustment to tax payable in respect of previous years.
Current and deferred tax is recognised in the consolidated income statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill.
Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.
Deferred tax assets are recognised only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in foreign operations where the company is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.
Deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets and liabilities and where the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Share capital and share premium
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares are shown in equity as a deduction from the proceeds. Share premium arising on the issue of shares is distributable. Share capital and share premium have been grouped for the purposes of financial statement presentation.
Dividends
Dividends are recognised when they become legally payable. In the case of interim dividends to equity shareholders, this is when declared by the Directors. In the case of final dividends, this is when approved by the shareholders at the AGM.
Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing the performance of the operating segments, has been identified as the Board of Directors. The Board of Directors consists of the Executive Directors and the Non-Executive Directors.
Government grants
Subsidiary companies receive grants from the Isle of Man and Chinese governments towards revenue and capital expenditure. Government grants are recognised at their fair value where there is a reasonable assurance that the grant will be received and all attached conditions complied with.
Revenue grants are recognised as income over the Period necessary to match the grant on a systematic basis to the costs that it is intended to compensate. The grant income is presented within other operating income in the consolidated income statement.
Capital grants are initially recognised as other liabilities when received, and subsequently recognised as other income in the consolidated income statement on a straight-line basis over the useful life of the related asset. The grants are dependent on the subsidiary company having fulfilled certain operating, investment and profitability criteria in the Period, primarily relating to employment.
Provisions
General
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Group expects some or all of a provision to be reimbursed, for example, under an insurance contract, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is presented in the consolidated income statement net of any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
Warranty provisions
The Group provides warranties for general repairs of defects that existed at the time of sale, as required by law. Provisions related to these warranties are recognised when the product is sold, or the service is provided to the customer. Initial recognition is based on historical experience which may vary due to the use of new materials, changes in manufacturing processes or other developments that affect product quality. The estimate of warranty-related costs is revised annually. Warranty provisions are recognised in cost of sales in the consolidated income statement and presented in the consolidated statement of financial position in trade and other payables.
Non-current assets held for sale and discontinued operations
Non-current assets (or disposal groups) are classified as assets held for sale when their carrying amount is to be recovered principally through a sale transaction and a sale is considered highly probable. They are measured at the lower of carrying amount and fair value less costs to sell, with the exception of assets which are scoped out of the measurement requirements of IFRS 5 'Non-current assets held for sale and discontinued operations', for example financial assets, which continue to be measured in accordance with IFRS 9 'Financial instruments'.
Where the carrying amount of a non-current asset or disposal group held for sale exceeds its fair value less costs to sell, a loss is recognised. This is allocated firstly against any goodwill attributable to the disposal group, and then to other non-current assets in the disposal group that are in scope of IFRS 5's measurement requirements. Any excess loss remaining is recognised against the remaining assets of the disposal group as a whole. Assets and liabilities classified as held for sale are presented separately in the consolidated statement of financial position.
A component of the Group that is held for sale or disposed of is presented as a discontinued operation either when it is a subsidiary acquired exclusively with a view to resale; or it represents, or is part of a coordinated plan to dispose of, a separate major line of business or geographical area of operations. The net results of discontinued operations are presented separately in the consolidated income statement (and the comparatives restated). Cash flows from discontinued operations are included in the consolidated statement of cash flows but are separately disclosed in the Notes to the consolidated financial statements.
Non-GAAP alternative performance measures
In the reporting of financial information, the Directors have adopted Earnings before Interest, Taxation, Depreciation and Amortisation ("EBITDA") and adjusted EBITDA when assessing the operating performance of the Group. Adjusting items are excluded from EBITDA to calculate adjusted EBITDA. The Directors primarily use the adjusted EBITDA measure when making decisions about the Group's activities.
EBITDA and adjusted EBITDA are non-GAAP measures and may not be calculated in the same way as by other entities and hence may not be directly comparable to those reported by other entities. In determining the adjusting items, the following criteria are considered:
|
· |
if a certain event (defined as adjusting) had not occurred, the costs would not have been incurred or the income would not have been earned; or |
|
· |
the costs attributable to the event have been identified using a reliable methodology of splitting amounts on an ongoing basis; and economic resources have been expended or diverted in order to directly contribute towards the related activities; and |
|
· |
costs have been incurred that cannot be recovered due to the event and the related activities. |
An item is treated as adjusting if it relates to certain costs or income that derive from events or transactions that fall within the normal activities of the Group but which, individually or, if of a similar type, in aggregate, are excluded from the Group's Alternative Performance Measures (APMs) by virtue of their nature or size, in order to better reflect management's view of the underlying trends and operating performance of the Group that is more comparable over time.
3. CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATES
In the application of the Group's accounting policies, which are described in Note 2, the Directors are required to make judgements (other than those involving estimations) that have a significant impact on the amounts recognised and to make accounting estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The accounting estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. There is no change in applying accounting policies for critical accounting estimates and judgements from the prior year.
The accounting estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the Period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Critical judgements in applying the Group's accounting policies
Functional currency
The Directors consider the factors set out in paragraphs 9, 10 and 11 of IAS 21, "The effects of changes in foreign currency" to determine the appropriate functional currency of its overseas operations. These factors include the currency that mainly influences sales prices, labour, material and other costs, the competitive market serviced, financing cash flows and the degree of autonomy granted to the subsidiaries.
This may change as the Group's operations and markets change in the future.
Capitalisation of development costs
The Directors consider the factors set out in the paragraphs entitled 'Intangible assets - initial recognition and measurement' in Note 2 with regard to the timing of the capitalisation of the development costs incurred. This requires judgement in determining when the different stages of development have been met. See Note 6(a) for the amounts capitalised during the current period.
Alternative performance measures (APMs) - Adjusting items
Management and the Board consider the quantitative and qualitative factors in classifying items as adjusting and exercise judgement in determining the adjustments to apply to IFRS measures. This assessment covers the nature of the item, cause of occurrence, frequency, predictability of occurrence of the item or related event, and the scale of the impact of that item on reported performance. Reversals of previous adjusting items are assessed based on the same criteria.
The restructuring and rebasing activities undertaken in PE26, have also led to judgements and estimates being made with regards to the impact of the de-prioritisation of specific product lines and groups, predominantly within the Group's Consumer Goods division. A key area of focus being the estimation of the carrying value of underlying assets, and their related write off/impairment in the consolidated statement of financial position (see Note 6(b)).
An analysis of the adjusting items included in the consolidated income statement is disclosed in Note 6(b).
Critical accounting estimates in applying the Group's accounting policies
There are no accounting estimates in the consolidated financial statements where a reasonably possible change in the next year could be expected to result in a material change to amounts recognised. However, an area of estimation performed by management in the Period which is relevant to the consolidated financial statements is disclosed below.
Impairment of indefinite lived intangible assets and goodwill
Determining whether goodwill and intangible assets with indefinite lives are impaired requires an estimation of the value in use or the fair value less costs to sell of the cash generating unit (CGU) to which the goodwill or intangible asset has been allocated. The value in use calculation requires management's estimation of the future cash flows expected to arise from the CGU.
4. SEGMENTAL REPORTING
Management has determined the operating segments based on the operating reports reviewed by the Board of Directors that are used to assess both performance and strategic decisions. Management has identified that the Board of Directors is the chief operating decision maker in accordance with the requirements of IFRS 8 'Operating Segments'.
The Board of Directors has identified 3 reportable segments from a product perspective, selling primarily to Original Equipment Manufacturers ("OEMs"), commercial and residential customers based in China, Italy and the United Kingdom:
|
1. |
Controls consists of the design, manufacture and sale of thermostatic controls, cordless interfaces. |
|
2. |
Consumer Goods includes products such as water dispensers, jugs, filters, water heating and temperature control, steam management and small household appliances for personal health and wellness. |
|
3. |
Central for the first time in the Period to 31 March 2026, the Board has re-classified certain costs, including those relating to Group departments, as Central costs. This change was made to allow for improved analysis of underlying divisional trading performance. The prior period numbers have been restated for comparability. |
In December 2025, the Board announced the sale of the Billi division and the sale was completed on 30 January 2026. The Billi division was previously presented as a separate reportable segment. Further details of the Disposal and presentation as discontinued operations, which includes segmental information, are provided in Note 28.
The Board of Directors primarily uses a measure of gross profit to assess the performance of the operating segments, broken down into revenue and cost of sales for each respective segment which is reported to them on a monthly basis. Information about segment revenue is disclosed below.
|
|
Reported Results |
|||
|
Period ended 31 March 2026 (continuing) £000s |
||||
|
|
Controls |
Consumer Goods |
Central |
Total |
|
Revenue |
62,453 |
40,496 |
- |
102,949 |
|
Cost of sales |
(43,553) |
(26,888) |
(6,201) |
(76,642) |
|
Gross profit |
18,900 |
13,608 |
(6,201) |
26,307 |
|
|
Reported Results (Restated) |
|||
|
|
Period ended 31 December 2024 (continuing) £000s |
|
||
|
|
Controls |
Consumer Goods |
Central |
Total |
|
Revenue |
67,264 |
31,452 |
- |
98,716 |
|
Cost of sales |
(42,211) |
(22,316) |
(3,480) |
(68,007) |
|
Gross profit |
25,053 |
9,136 |
(3,480) |
30,709 |
|
|
Adjusted Results |
|||
|
Period ended 31 March 2026 (continuing) £000s |
||||
|
|
Controls |
Consumer Goods |
Central |
Total |
|
Revenue |
62,453 |
40,496 |
- |
102,949 |
|
Cost of sales |
(41,383) |
(26,974) |
(6,201) |
(74,558) |
|
Gross profit |
21,070 |
13,522 |
(6,201) |
28,391 |
|
Adjusted Results (Restated) |
|
|||
|
Period ended 31 December 2024 (continuing) £000s |
|
|||
|
|
Controls |
Consumer Goods |
Central |
Total |
|
Revenue |
69,464 |
31,452 |
- |
100,916 |
|
Cost of sales |
(41,795) |
(21,914) |
(3,480) |
(67,189) |
|
Gross profit |
27,669 |
9,538 |
(3,480) |
33,727 |
*Adjusted gross profit excludes adjusting items as detailed in Note 6(b). Adjusted results are non-GAAP metrics used by management and are not an IFRS disclosure.
Below is the geographical analysis of revenue based on the locations of external customers:
|
Country |
15-month period ended 31 March 2026 £000s |
12-month period ended 31 December 2024 Restated £000s |
|
China |
65,454 |
68,483 |
|
Italy |
17,745 |
13,651 |
|
UK |
8,338 |
6,729 |
|
Others |
11,412 |
9,853 |
|
Total |
102,949 |
98,716 |
Assets and liabilities
No analysis of the assets and liabilities of each operating segment is provided to the Board of Directors as part of monthly management reporting. Therefore, no analysis of segmented assets or liabilities is disclosed in this Note.
Non-current assets (i) attributed to country of domicile and (ii) attributable to all other foreign countries
In accordance with IFRS 8, the following table discloses the non-current assets located in both the Company's country of domicile (the Isle of Man) and foreign countries, primarily China and Italy, where the Group's principle subsidiaries are domiciled. Non-current assets previously located in Australia, New Zealand and the United Kingdom, which were disclosed in the prior year, are not included in the current period disclosure as they were disposed of during the Period following the Disposal of Billi. Further details of the Disposal are provided in Note 28.
|
|
15-month period ended 31 March 2026 £000s |
12-month period ended 31 December 2024 £000s |
|
Country of domicile |
|
|
|
Intangible assets |
8,201 |
10,966 |
|
Property, plant and equipment |
1,542 |
1,826 |
|
Total country of domicile non-current assets |
9,743 |
12,792 |
|
Foreign countries |
|
|
|
Intangible assets |
17,630 |
52,055 |
|
Property, plant and equipment |
36,325 |
42,317 |
|
Total foreign non-current assets |
53,955 |
94,372 |
|
|
|
|
|
Total non-current assets (excluding deferred tax assets) |
63,698 |
107,164 |
Major customers
During the 2026 Period, there were two major customers that accounted for at least 10% of total revenues (FY24: one customer). The revenue relating to those customers during the current period was £11.8m and £10.6m respectively (FY24: £15.5m and £6.6m).
5. EMPLOYEES AND DIRECTORS
(a) Employee benefit expenses
|
|
15-month period ended 31 March 2026 £000s |
12-month period ended 31 December 2024 Restated £000s |
|
Wages and salaries |
29,328 |
24,522 |
|
Defined contribution pension cost (Note 5(c)) |
1,059 |
755 |
|
Employee benefit expenses |
30,387 |
25,277 |
|
Share-based payment transactions (Note 21) |
(80) |
343 |
|
Total employee benefit expenses |
30,307 |
25,620 |
The total employee benefit expenses includes compensation to key management.
(b) Key management compensation
The following table details the aggregate compensation paid in respect of the key management, which includes the Directors and the members of the Executive team, representing members of the senior management team from all key departments of the Group.
|
|
15-month period ended 31 March 2026 £000s |
12-month period ended 31 December 2024 £000s |
|
Wages and salaries |
2,799 |
2,159 |
|
Pension cost (Note 5(c)) |
323 |
184 |
|
Share-based payment transactions |
(160) |
279 |
|
|
2,962 |
2,622 |
There are no defined benefit schemes for key management. Pension costs under defined contribution schemes are included in the pension cost disclosed above.
(c) Retirement benefits
(i) The Strix Limited Retirement Fund
The Strix Limited Retirement Fund is a defined contribution scheme under which the assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents costs payable by the Group to the fund and amounted to £1.1m (FY24: £0.8m).
(ii) LAICA S.p.A. Termination Indemnity
LAICA S.p.A. operates a defined benefit plan for its employees in accordance with the Italian Termination Indemnity (named "Trattamento di Fine Rapporto" or "TFR") provisions defined by the National Civil Code (Article 2120). In accordance with IAS 19, the TFR provision is a defined benefit plan, which is based on the principle to allocate the final cost of benefits over the periods of service which give rise to an accrual of deferred rights under each particular benefit plan.
The calculation of the liability is based on both the length of service and on the remuneration received by the employee during that period of service. Article 2120 states that severance pay is due to the employee by the companies in any case of termination of the employment contract. For each year of service, severance pay accruals are based on total annual compensation divided by 13.05. Although the benefit is paid in full by the employer, part (0.5% of pay) of the annual accrual is paid to INPS by the employer, and is subtracted from the severance pay accruals for the contribution reference period. As of 31 December, of every year, the severance pay accrued as of 31 December of the preceding year is revalued by an index stipulated by law as follows: 1.5% plus 75% of the increase over the last 12 months in the consumer price index, as determined by the Italian Statistical Institute.
In accordance with IAS 19, the determination of the present value of the liability is carried out by an independent actuary under the projected unit method. This method considers each period of service provided by workers at the company as a unit of additional right.
The actuarial liability must therefore be quantified based on seniority reached at the valuation date and re-proportioned based on the ratio between the years of service accrued at the reference date of the assessment and the overall seniority reached at the time scheduled for the payment of the benefit.
Furthermore, this method provides to consider future salary increases, due to any cause (inflation, career, contract renewals, etc.), up to the time of termination of the employment relationship.
The below table summarises the defined benefit pension liability of LAICA S.p.A. at 31 March 2026:
|
|
15-month period ended 31 March 2026 £000s |
12-month period ended 31 December 2024 £000s |
|
Liability as at 1 January |
624 |
802 |
|
Service Cost |
92 |
68 |
|
Interest Cost |
24 |
21 |
|
Total amount recognised in the income statement |
116 |
89 |
|
Remeasurements |
|
|
|
Experience losses |
25 |
7 |
|
Loss from change in financial assumptions |
(21) |
1 |
|
Total amount recognised in other comprehensive income |
4 |
8 |
|
Exchange differences on translation of foreign operations |
31 |
(35) |
|
Benefits paid |
(73) |
(240) |
|
Liability as at the end of the Period |
702 |
624 |
|
Other liabilities not subject to IAS 19* |
89 |
93 |
|
Total liability as at the end of the Period |
791 |
717 |
*Other liabilities not subject to IAS 19 has been included in current period to provide additional transparency
The key actuarial assumptions used in arriving at these figures include:
|
· |
Annual discount rate of 3.7% (FY24: 3.2%). |
|
· |
Annual price inflation of 2.0% (FY24: 2.0%). |
|
· |
Annual TFR increase of 3.0% (FY24: 3.0%). |
|
· |
Demographic assumptions based on INPS published data. |
The remainder of the post-employment benefit liability of £89k (FY24: £93k) as at 31 March 2026 is made up of contractual post-employment liabilities within LAICA S.p.A. that do not meet the definition of a defined benefit plan in accordance with IAS 19.
6. EXPENSES
(a) Expenses by nature
|
|
15-month period ending 31 March 2026 £000s |
12-month period ending 31 December 2024 Restated £000s |
|
Employee benefit expense |
30,387 |
25,277 |
|
Depreciation charges |
4,278 |
3,612 |
|
Right-of-use depreciation charges |
694 |
660 |
|
Amortisation (excluding adjusting items) |
3,347 |
2,246 |
|
Adjusting items before tax (see Note 6 (b)) |
6,534 |
12,412 |
|
Net foreign exchange losses |
716 |
213 |
Research and development (R&D) expenditure totalled £5.9m (FY24: £4.2m), and £1.9m (FY24: £2.6m) of development costs have been capitalised during the Period.
(b) Adjusting items
Adjusting items are excluded from our adjusted results by virtue of their nature, cause and predictability of occurrence, frequency, and scale of impact on underlying performance in order to better reflect management's view of the underlying trends and operating performance of the Group that is more comparable over time.
Adjusting items have been broken down as follows:
|
|
|
31 March 2026 |
|
|
Adjusting items |
Continuing operations £000s |
Discontinued operations £000s |
Total £000s |
|
Non-recurring items: |
|
|
|
|
Restructuring/rebasing1: |
|
|
|
|
Controls |
2,421 |
- |
2,421 |
|
Consumer Goods |
1,781 |
- |
1,781 |
|
Billi |
- |
341 |
341 |
|
Central costs |
81 |
- |
81 |
|
Strategic review4 |
2,168 |
- |
2,168 |
|
Settlements |
(93) |
- |
(93) |
|
Gain on disposal |
- |
(61,387) |
(61,387) |
|
Total (A) |
6,358 |
(61,046) |
(54,688) |
|
Recurring items: |
|
|
|
|
Share-based payments |
(80) |
- |
(80) |
|
Amortisation charges on acquired intangible assets |
256 |
1,014 |
1,270 |
|
Total (B) |
176 |
1,014 |
1,190 |
|
Total adjusting items before tax (A+B)3 |
6,534 |
(60,032) |
(53,498) |
|
Deferred tax on acquired intangibles |
- |
(288) |
(288) |
|
Total adjusting items |
6,534 |
(60,320) |
(53,786) |
|
31 December 2024 Restated |
|||
|
Adjusting items |
Continuing operations £000s |
Discontinued operations £000s |
Total £000s |
|
Non-recurring items: |
|
|
|
|
Restructuring/rebasing1: |
|
|
|
|
Controls |
1,529 |
- |
1,529 |
|
Consumer Goods |
6,433 |
- |
6,433 |
|
Billi |
- |
2,830 |
2,830 |
|
Central costs |
580 |
- |
580 |
|
Mergers and acquisitions |
28 |
- |
28 |
|
Settlements2 |
3,296 |
- |
3,296 |
|
Total (A) |
11,866 |
2,830 |
14,696 |
|
Recurring items: |
|
|
|
|
Share-based payments |
343 |
- |
343 |
|
Amortisation charges on acquired intangible assets |
203 |
1,124 |
1,327 |
|
Total (B) |
546 |
1,124 |
1,670 |
|
Total adjusting items before tax(A+B)3 |
12,412 |
3,954 |
16,366 |
|
Deferred taxation credits relating to amortisation charges on acquired intangible assets |
- |
(271) |
(271) |
|
Total adjusting items |
12,412 |
3,683 |
16,095 |
1£2.1m (FY24: £0.8m) of adjusting items from restructuring/rebasing costs are included in cost of sales. The balance of all other restructuring/rebasing adjusting items are in administrative expenses.
2£nil (FY24: £2.2m) of adjusting items in settlements are against controls revenue, in line with IFRS 15 Revenue from Contracts with Customers.
3£4.0m (FY24: £9.4m) of total adjusting items for continuing operations are included in administrative expenses.
4£0.5m (FY24: £nil) of total adjusting items in strategic review are included in finance costs. The balance of all other "strategic review" costs are in administrative expenses.
Adjusting items non-recurring from continuing operations
Non-recurring adjusting items of £6.4m (FY24: £11.9m) primarily comprise restructuring / rebasing costs as well as costs associated with a strategic review.
Restructuring/rebasing
Within Controls, £2.4m (FY24: £1.5m) of costs were incurred, split between restructuring / rebasing and relocation. Restructuring / rebasing costs of £2.0m relate to the Group's strategic decision to reduce inventory levels at its China factory as part of the accelerated debt reduction programme. This initiative successfully delivered a c.£8.0m reduction in manufactured stock held within the Group's Chinese operations, from the peak level reached in September 2025 to the end of PE26. However, the reduction in inventory necessitated a significant net reduction in production volumes over the whole Period. This resulted in excess under-absorbed overheads, which, in accordance with accounting standards, are expensed as incurred.
Working with a local partner, relocation costs of £0.4m were incurred to set up a small low-cost factory in North China, providing Strix with the flexibility to further reduce manufacturing costs and thereby enhance competitiveness in the less regulated and China markets. Outside of the initial investment, the additional ongoing fixed costs related to this site are low. In addition, as part of the Group's cost saving initiatives, and reflecting the retrenchment of the Group's HQ activities to the Isle of Man, Strix closed its office in Hong Kong, incurring a relocation cost of £0.1m.
In Consumer Goods, £1.8m (FY24: £6.4m) of restructuring/rebasing costs were incurred. This primarily comprises a £2.0m write-off of capitalised development costs following commercial reviews of product lines where the Group does not intend to allocate further resources or commercial focus, partially offset by the release of a stock provision of £(0.2)m recognised in FY24.
Strategic review
Strategic review costs of c.£1.6m (FY24: £nil) include third-party adviser fees incurred in the first six months of the Period. The strategic review was performed to provide greater clarity on the Group's medium-term growth ambitions, pre-Disposal, and in part to support preparation for the planned refinancing process. The outcome of significant elements of this review were utilised as part of the Disposal due diligence process.
Arrangement fees of £0.5m (FY24: £nil) were derecognised from the statement of financial position subsequent to the Disposal as the RCF reduced from £80.0m to £25.0m. Under accounting standards this was treated as a modification of the Group's financing arrangements which led to their derecognition.
Settlements
The remaining non-recurring adjusting items relate to the £(0.1)m release of a settlement provision recognised in FY24 (FY24: charge of £3.3m).
Adjusting items - Discontinued operations (AER)
The Disposal of Billi, following an unsolicited offer from Crescent Capital Partners was completed for £110.0m on a debt free / cash free basis. The Group received net proceeds of £102.0m after closing adjustments and transaction costs.
Strix acquired Billi, a leading provider of premium instant boiling, chilled and sparkling filtered water systems, in November 2022 for approximately £38.0m and therefore, the Disposal represents an absolute return of c.3x on Strix's original investment. On Disposal, £61.4m has been recognised in the consolidated income statement (see Note 28). In addition, £(0.3)m of relocation costs were incurred before Disposal, relating to the relocation of the Australian site.
(c) Auditor's remuneration
During the Period the Group (including its subsidiaries) obtained the following services from the Company's auditor, PricewaterhouseCoopers (PwC) LLC and other firms in the PwC network, as detailed below:
|
|
15-month period ending 31 March 2026 £000s |
12-month period ending 31 December 2024 Restated £000s |
|
Fees payable to Company's auditor and its associates for the audit of the consolidated financial statements |
377 |
311 |
|
Fees payable to Company's auditor and its associates for other services: |
|
|
|
- the audit of Company's subsidiaries |
15 |
14 |
|
- other assurance services |
- |
4 |
|
- tax compliance and other |
6 |
9 |
|
|
398 |
338 |
In PE26, fees for the audit of the consolidated financial statements include one-off amounts relating to the Billi Disposal.
In FY24, fees for the audit of the consolidated financial statements include one-off amounts relating to commercial reviews and discontinued operations and the transfer of the Billi Australia audit to PwC.
7. FINANCE COSTS
|
|
15-month period ending 31 March 2026 £000s |
12-month period ending 31 December 2024 Restated £000s |
|
Letter of credit charges |
78 |
102 |
|
Right-of-use lease interest |
37 |
52 |
|
Borrowing costs |
8,119 |
8,757 |
|
Total finance costs |
8,234 |
8,911 |
Included within borrowing costs are adjusting items of £0.5m (FY24: £nil) relating to loan arrangement fees.
8. TAXATION
|
|
15-month period ending 31 March 2026 £000s |
12-month period ending 31 December 2024 Restated £000s |
|
Current tax (overseas) and deferred tax |
|
|
|
Current tax on overseas profits for the Period |
1,974 |
1,787 |
|
Adjustments in respect of prior periods - overseas |
- |
61 |
|
Total Current Income Tax |
1,974 |
1,848 |
|
Deferred Tax |
|
|
|
Movement in deferred tax assets and liabilities (excluding OCI movement) |
551 |
(677) |
|
Adjustments in respect of prior periods - overseas |
- |
- |
|
Total deferred tax |
551 |
(677) |
|
Total tax charge |
2,525 |
1,171 |
Total tax charge relates to continuing operations.
No reversals of previously recognised tax provisions occurred in the current period and prior year.
As the most significant subsidiary in the Group is based on the Isle of Man, this is considered to represent the most relevant standard rate for the Group. The tax assessed for the Period is different to the standard rate of income tax in the Isle of Man of 0% (FY24: 0%). The Group is not in scope of Pillar 2. The differences are explained below:
|
|
15-month period ending 31 March 2026 £000s |
12-month period ending 31 December 2024 Restated £000s |
|
Loss from continuing operations before income tax |
(4,410) |
(2,900) |
|
At Group's statutory income tax rate of 0% (FY24: 0%) |
- |
- |
|
Impact of higher Overseas tax |
2,125 |
1,728 |
|
Tax disallowed expenses |
33 |
3 |
|
Adjustments to current tax of prior periods |
- |
61 |
|
Previously unrecognised tax losses used to reduce current tax expense |
- |
(15) |
|
Research and development tax credit |
(334) |
(418) |
|
Withholding taxes |
686 |
44 |
|
Other |
15 |
(232) |
|
Income tax in the consolidated income statement |
2,525 |
1,171 |
The Group is subject to Isle of Man income tax on profits at the rate of 0% (FY24: 0%), Chinese income tax on profits at the rate of 15% (FY24: 15%), Italian income tax on profits at a rate of 28.5% (FY24: 27.9%), and UK corporation tax on profits at a rate of 25% (FY24: 25%).
Deferred tax assets and liabilities are attributable to the following:
|
|
Assets |
Liabilities |
|||
|
|
31 March 2026 £000s |
|
31 December 2024 £000s |
31 March 2026 £000s |
31 December 2024 £000s |
|
Property, plant and equipment |
- |
|
- |
- |
393 |
|
IFRS 16 Leases |
- |
|
(299) |
- |
- |
|
Intangible assets |
- |
|
- |
2,161 |
9,083 |
|
Provision on inventories |
(72) |
|
(518) |
- |
- |
|
Expected credit losses on receivables |
- |
|
(15) |
12 |
- |
|
Provisions/accruals |
(338) |
|
(1,085) |
- |
- |
|
Pension benefit |
- |
|
- |
14 |
12 |
|
IFRS 2 Share-based Payments |
(8) |
|
(22) |
- |
- |
|
Tax losses |
(70) |
|
(63) |
- |
- |
|
Tax (assets)/liabilities |
(488) |
(2,002) |
2,187 |
9,488 |
|
|
Tax set-off - Billi Australia |
- |
490 |
- |
(490) |
|
|
Net tax (assets)/liabilities |
(488) |
(1,512) |
2,187 |
8,998 |
|
In FY24, Strix Australia and Billi Australia were tax assessed as a group under the tax consolidation legislation in Australia, which means that these entities are taxed as a single entity. As a consequence, the deferred tax assets and deferred tax liabilities of these entities have been offset in the consolidated financial statements.
Movement in deferred tax asset during the current period:
|
Recognised in the Period |
|||||
|
|
1 January 2025 £000s |
Continuing Operations £000s |
Movement of Billi |
Billi Disposal |
31 March 2026 £000s |
|
IFRS 16 Leases |
(299) |
- |
(1,257) |
1,556 |
- |
|
Provision on inventories |
(518) |
92 |
25 |
329 |
(72) |
|
Expected credit losses on receivables |
(15) |
- |
- |
15 |
- |
|
Provisions/accruals |
(1,085) |
564 |
(41) |
223 |
(339) |
|
IFRS 2 Share-based Payments |
(22) |
15 |
- |
- |
(7) |
|
Tax losses |
(63) |
(7) |
- |
- |
(70) |
|
Total |
(2,002) |
664 |
(1,273) |
2,123 |
(488) |
|
Tax set off - Billi Australia |
490 |
- |
772 |
(1,262) |
- |
|
Net Tax (assets)/liabilities |
(1,512) |
664 |
(501) |
861 |
(488) |
Continuing operations: Included within the amount recognised in the Period is £(12)k recognised in equity (FY24: £16k). Billi: Included within the amount recognised in the Period is £(18)k recognised in equity (FY24: £33k).
Movement in deferred tax assets during the prior period:
|
Recognised in the Period |
|||||
|
|
1 January 2024 £000s |
Continuing Operations £000s |
Movement of Billi |
Billi Disposal |
31 December 2024 £000s |
|
IFRS 16 Leases |
(200) |
- |
(99) |
- |
(299) |
|
Provision on inventories |
(482) |
23 |
(59) |
- |
(518) |
|
Expected credit losses on receivables |
(32) |
5 |
12 |
- |
(15) |
|
Provisions/accruals |
(534) |
(619) |
68 |
- |
(1,085) |
|
IFRS 2 Share-based Payments |
(90) |
68 |
- |
- |
(22) |
|
Derivatives |
(4) |
4 |
- |
- |
- |
|
Tax losses |
(69) |
6 |
- |
- |
(63) |
|
Total |
(1,411) |
(513) |
(78) |
- |
(2,002) |
Movement in deferred tax liabilities during the current period:
|
Recognised in the Period |
||||||
|
|
1 January 2025 £000s |
Continuing Operations £000s |
Movement of Billi |
Billi Disposal |
31 March 2026 £000s |
|
|
Property, plant and equipment |
393 |
- |
952 |
(1,345) |
- |
|
|
Intangible assets |
9,083 |
(43) |
(274) |
(6,605) |
2,161 |
|
|
Expected credit losses on receivables |
- |
12 |
- |
- |
12 |
|
|
Benefit pension |
12 |
2 |
- |
- |
14 |
|
|
Total |
9,488 |
(29) |
678 |
(7,950) |
2,187 |
|
|
Tax set off - Billi Australia |
(490) |
- |
(772) |
1,262 |
- |
|
|
Net Tax (assets)/liabilities |
8,998 |
(29) |
(94) |
(6,688) |
2,187 |
|
Continuing operations: Included within the amount recognised in the period is £0.1m recognised in equity (FY24: £0.1m). Billi: Included within the amount recognised in the period is £0.1m recognised in equity (FY24: £0.3m).
Movement in deferred tax liabilities during the prior period:
|
Recognised in the Period |
||||||
|
|
1 January 2024 £000s |
Continuing Operations £000s |
Movement of Billi |
Billi Disposal |
31 December 2024 £000s |
|
|
Property, plant and equipment |
360 |
- |
33 |
- |
393 |
|
|
Intangible assets |
9,952 |
(78) |
(791) |
- |
9,083 |
|
|
Benefit pension |
13 |
(1) |
- |
- |
12 |
|
|
Total |
10,325 |
(79) |
(758) |
- |
9,488 |
|
9. EARNINGS/(LOSS) PER SHARE
The calculation of basic and diluted earnings/(loss) per share is based on the following data:
|
15-month period ended 31 March 2026 |
|||
|
|
Continuing operations |
Discontinued operations |
Total |
|
(Loss)/profit (£000s) |
|
|
60,240 |
|
(Loss)/profit for the purpose of basic and diluted earnings per share |
(6,838) |
67,078 |
|
|
Number of shares (000s) |
|
|
|
|
Weighted average number of shares for the purposes of basic earnings per share |
229,504 |
229,504 |
229,504 |
|
Weighted average dilutive effect of conditional share awards |
- |
- |
- |
|
Weighted average number of shares for the purposes of diluted earnings per share (000s) |
229,504 |
229,504 |
229,504 |
|
(Loss)/earnings per ordinary share (pence) |
|
|
|
|
Basic loss per ordinary share |
(3.0) |
29.2 |
26.2 |
|
Diluted loss per ordinary share |
(3.0) |
29.2 |
26.2 |
|
Adjusted (loss)/earnings per ordinary share (pence) |
|
|
|
|
Basic adjusted (loss)/earnings per ordinary share |
(0.1) |
2.9 |
2.8 |
|
Diluted adjusted (loss)/earnings per ordinary share |
(0.1) |
2.9 |
2.8 |
The weighted average dilutive effect of conditional share awards of 442,145 shares has not been included in the calculation of diluted earnings per ordinary share for continuing, discontinued or total operations. This is because the Group reported a loss after tax from continuing operations, which is used as the control number for determining whether potential ordinary shares are dilutive under IAS 33. As a result, the potential ordinary shares are considered anti-dilutive for the Period.
The calculation of basic and diluted adjusted earnings per share for the period is based on the following data:
|
15-month period ended 31 March 2026 |
||||
|
|
|
Continuing operations £000s |
Discontinued operations £000s |
Total £000s |
|
(Loss)/profit for the Period |
|
(6,838) |
67,078 |
60,240 |
|
Total adjusting items before taxation (Note 6(b)) |
(A) |
6,534 |
(60,032) |
(53,498) |
|
Deduct adjusting items in taxation credits: |
|
|
|
|
|
Deferred taxation credits relating to amortisation charges on acquired intangible assets |
|
- |
(288) |
(288) |
|
|
(B) |
- |
(288) |
(288) |
|
Total adjusting items (A+B) |
|
6,534 |
(60,320) |
(53,786) |
|
Adjusted (loss)/earnings |
|
(304) |
6,758 |
6,454 |
|
12-month period ended 31 December 2024 Restated |
|||
|
|
Continuing operations |
Discontinued operations |
Total |
|
(Loss)/profit (£000s) |
|
|
|
|
(Loss)/profit for the purpose of basic and diluted earnings per share |
(4,090) |
2,713 |
(1,377) |
|
Number of shares (000s) |
|
|
|
|
Weighted average number of shares for the purposes of basic earnings per share |
224,924 |
224,924 |
224,924 |
|
Weighted average dilutive effect of conditional share awards |
- |
- |
- |
|
Weighted average number of shares for the purposes of diluted earnings per share (000s) |
224,924 |
224,924 |
224,924 |
|
(Loss)/earnings per ordinary share (pence) |
|||
|
Basic loss per ordinary share |
(1.8) |
1.2 |
(0.6) |
|
Diluted loss per ordinary share |
(1.8) |
1.2 |
(0.6) |
|
Adjusted earnings per ordinary share (pence) |
|
|
|
|
Basic adjusted earnings per ordinary share |
3.7 |
2.8 |
6.5 |
|
Diluted adjusted earnings per ordinary share |
3.7 |
2.8 |
6.5 |
The weighted average dilutive effect of conditional share awards of 4,908,871 shares has not been included in the calculation of diluted earnings per ordinary share for continuing, discontinued or total operations. This is because the Group reported a loss after tax from continuing operations, which is used as the control number for determining whether potential ordinary shares are dilutive under IAS 33. As a result, the potential ordinary shares are considered anti-dilutive for the period.
The calculation of basic and diluted adjusted earnings per share is based on the following data:
|
12-month period ended 31 December 2024 Restated |
||||
|
|
|
Continuing operations £000s |
Discontinued operations £000s |
Total £000s |
|
(Loss)/profit for the year |
|
(4,090) |
2,713 |
(1,377) |
|
Total adjusting items before taxation (Note 6(b)) |
(A) |
12,412 |
3,954 |
16,366 |
|
Deduct adjusting items in taxation credits: |
|
|
|
|
|
Deferred taxation credits relating to amortisation charges on acquired intangible assets |
|
- |
(271) |
(271) |
|
|
(B) |
- |
(271) |
(271) |
|
Total adjusting items (A+B) |
|
12,412 |
3,683 |
16,095 |
|
Adjusted earnings |
|
8,322 |
6,396 |
14,718 |
10. INTANGIBLE ASSETS
|
Cost |
Capitalised development costs £000s |
Software £000s |
Intellectual property £000s |
Customer relationships £000s |
Brands £000s |
Goodwill £000s |
Intangible assets under construction £000s |
Total £000s |
|
At 1 January 2024 |
22,742 |
4,848 |
1,950 |
17,559 |
18,947 |
18,903 |
329 |
85,278 |
|
Additions |
2,629 |
331 |
370 |
- |
- |
- |
6 |
3,336 |
|
Transfers |
(88) |
389 |
26 |
- |
- |
- |
(327) |
- |
|
Disposals |
- |
(31) |
(83) |
- |
- |
- |
- |
(114) |
|
Write off |
(5,570) |
(50) |
(592) |
- |
- |
(384) |
- |
(6,596) |
|
Effect of movement in exchange rates |
(76) |
(4) |
(32) |
(1,172) |
(1,038) |
(994) |
(3) |
(3,319) |
|
At 31 December 2024 |
19,637 |
5,483 |
1,639 |
16,387 |
17,909 |
17,525 |
5 |
78,585 |
|
At 1 January 2025 |
19,637 |
5,483 |
1,639 |
16,387 |
17,909 |
17,525 |
5 |
78,585 |
|
Additions |
1,942 |
16 |
342 |
- |
- |
- |
114 |
2,414 |
|
Transfers |
- |
114 |
- |
- |
- |
- |
(114) |
- |
|
Write off |
(4,183) |
- |
(23) |
- |
- |
- |
(1) |
(4,207) |
|
Disposals of Billi |
(990) |
(366) |
(20) |
(14,390) |
(11,996) |
(9,436) |
- |
(37,198) |
|
Effect of movement in exchange rates |
13 |
4 |
34 |
283 |
477 |
553 |
1 |
1,365 |
|
At 31 March 2026 |
16,419 |
5,251 |
1,972 |
2,280 |
6,390 |
8,642 |
5 |
40,959 |
|
Amortisation and impairment |
|
|
|
|
|
|
|
|
|
Balance at 1 January 2024 |
9,066 |
2,406 |
408 |
1,814 |
- |
- |
- |
13,694 |
|
Amortisation charge for the Period |
1,453 |
730 |
184 |
1,327 |
- |
- |
- |
3,694 |
|
Write off/impairment |
(1,145) |
(41) |
(93) |
- |
- |
- |
- |
(1,279) |
|
Effect of movement in exchange rates |
(16) |
(1) |
(14) |
(514) |
- |
- |
- |
(545) |
|
Balance at 31 December 2024 |
9,358 |
3,094 |
485 |
2,627 |
- |
- |
- |
15,564 |
|
Balance at 1 January 2025 |
9,358 |
3,094 |
485 |
2,627 |
- |
- |
- |
15,564 |
|
Amortisation charge for the Period |
2,243 |
928 |
225 |
1,270 |
- |
- |
- |
4,666 |
|
Write off |
(2,173) |
- |
(8) |
- |
- |
- |
- |
(2,181) |
|
Disposals of Billi |
(53) |
(40) |
(5) |
(2,932) |
- |
- |
- |
(3,030) |
|
Effect of movement in exchange rates |
(1) |
- |
20 |
90 |
- |
- |
- |
109 |
|
Balance at 31 March 2026 |
9,374 |
3,982 |
717 |
1,055 |
- |
- |
- |
15,128 |
|
Net book value |
|
|
|
|
|
|
|
|
|
At 31 December 2023 |
13,676 |
2,442 |
1,542 |
15,745 |
18,947 |
18,903 |
329 |
71,584 |
|
At 31 December 2024 |
10,279 |
2,389 |
1,154 |
13,760 |
17,909 |
17,525 |
5 |
63,021 |
|
At 31 March 2026 |
7,045 |
1,269 |
1,255 |
1,225 |
6,390 |
8,642 |
5 |
25,831 |
Amortisation charges for continuing operations allocated to cost of sales are £2.8m (FY24: £1.8m restated) and administrative expenses £0.8m (FY24: £0.7m restated).
Amortisation charges for discontinued operations are £1.1m (FY24: £1.2m restated).
Impairment review
The Group tests goodwill and brands annually for impairment.
For the purposes of impairment testing, the goodwill and brands allocated to the LAICA cash-generating unit (CGU) are presented below. Goodwill and brands relating to the Billi CGU have been excluded, as the Billi CGU was disposed of during the year. Refer to Note 28 for further information on the Disposal.
|
|
Goodwill |
Brands |
Total |
|||
|
CGU |
31 March 2026 £000s |
31 December 2024 £000s |
31 March 2026 £000s |
31 December 2024 £000s |
31 March 2026 £000s |
31 December 2024 £000s |
|
LAICA S.p.A |
8,642 |
8,262 |
6,390 |
6,108 |
15,032 |
14,370 |
|
Total |
8,642 |
8,262 |
6,390 |
6,108 |
15,032 |
14,370 |
The recoverable amount of cash generating units is determined based on value in use calculations for goodwill and brands over a three year period with terminal value (FY24: five-year forecast period, and for brands over a twenty-year forecast period with terminal values) for LAICA entities. The recoverable amounts have been calculated with reference to the key assumptions shown below:
|
LAICA S.p.A |
||
|
CGU |
31 March 2026 £000s |
31 December 2024 £000s |
|
Terminal growth rate |
2.0% |
2.0% |
|
Post-tax discount rate |
8.9% |
8.0% |
|
Pre-tax discount rate |
11.7% |
11.1% |
|
Royalty savings for brands |
N/A |
5.6% |
Royalty Rate
During the Period, management revised the impairment assessment methodology. In the prior year, management used publicly available trademark licensing data and applied judgement to arrive at an appropriate royalty rate with reference to comparable data. For the current period, a single impairment assessment has been performed for the relevant cash-generating unit, whereby the recoverable amount is determined by comparing the net present value calculated using the discounted cash flow methodology with the combined carrying amount of goodwill and brand assets. As a result, the specific Weighted Average Cost of Capital (WACC) assumption previously applied is no longer applicable and has therefore not been disclosed.
Discount rate
The discount rate applied to the cash flows of each of the Group's operations is based on the WACC. The cost of equity element uses the risk-free rate for thirty-year bonds issued by the government in Italy adjusted for a risk premium to reflect both the increased risk of investing in equities and the systemic risk of the specific Group operating company.
In making this adjustment, inputs required are the equity market risk premium (that is, the increased return required over and above a risk-free rate by an investor who is investing in the market as a whole) and the risk adjustment, beta, applied to reflect the risk of the specific Group operating company relative to the market as a whole.
All discount rates disclosed above have been subject to appropriate review and recalculation in the Period.
In determining the risk adjusted discount rate, management has applied an adjustment for the systemic risk LAICA's operations determined using an average of the betas of comparable listed companies and, where available and appropriate, across a specific territory. Management has used an equity market risk premium that takes into consideration studies by independent economists, the average equity market risk premium over the past five years and the market risk premiums typically used by investment banks in evaluating acquisition proposals.
To calculate the pre-tax discount rate, the post-tax discount rate has been divided by one minus the applicable tax rate. Management considers this an appropriate approximation of the pre-tax rate as there are no significant timing differences between the tax cash flows and tax charges. Overall, Management is confident that the discount rate adequately reflects the circumstances in each location and is in accordance with IAS 36.
Impairments
No impairments were recognised in the current period. For details on write offs, see Note 6(b).
In FY24 £0.4m goodwill allocated to HaloSource Astrea and HaloSource Shanghai was fully written off as part of the restructuring/rebasing activities of the Group. £0.3m related to HaloSource Astrea which was included in restructuring adjusting items (see Note 6(b)) for Consumer Goods. The remaining £60k relates to HaloSource Shanghai which was included in adjusting items for discontinued operations (see Note 6(b)).
11. PROPERTY, PLANT AND EQUIPMENT
|
|
Plant & machinery £000s |
Fixtures, fittings & equipment £000s |
Motor vehicles £000s |
Production tools £000s |
Land & buildings £000s |
Right-of-use assets £000s |
Point of use dispensers £000s |
Assets under construction £000s |
Total £000s |
|
Cost |
|
|
|
|
|
|
|
|
|
|
Balance at 1 January 2024 |
30,530 |
8,315 |
289 |
14,272 |
21,012 |
9,573 |
1,553 |
1,791 |
87,335 |
|
Additions |
535 |
354 |
46 |
280 |
163 |
730 |
469 |
2,453 |
5,030 |
|
Transfers |
579 |
139 |
25 |
390 |
291 |
- |
- |
(1,424) |
- |
|
Disposals |
(88) |
(203) |
(94) |
(28) |
- |
(543) |
(250) |
- |
(1,206) |
|
Write off |
(290) |
(308) |
(1) |
(63) |
(51) |
- |
- |
(394) |
(1,107) |
|
Effect of movement in exchange rates |
(282) |
(115) |
(6) |
(1) |
(44) |
(342) |
- |
(37) |
(827) |
|
Balance at 31 December 2024 |
30,984 |
8,182 |
259 |
14,850 |
21,371 |
9,418 |
1,772 |
2,389 |
89,225 |
|
Balance at 1 January 2025 |
30,984 |
8,182 |
259 |
14,850 |
21,371 |
9,418 |
1,772 |
2,389 |
89,225 |
|
Additions |
2,381 |
237 |
20 |
- |
92 |
4,724 |
322 |
2,694 |
10,470 |
|
Transfers |
1,924 |
966 |
43 |
1,064 |
260 |
- |
326 |
(4,583) |
- |
|
Disposals |
(202) |
(492) |
(68) |
- |
- |
(2,753) |
(451) |
(7) |
(3,973) |
|
Disposals of Billi |
(3,066) |
(906) |
(109) |
- |
(169) |
(7,819) |
(1,969) |
(176) |
(14,214) |
|
Effect of movement in exchange rates |
342 |
35 |
4 |
- |
29 |
40 |
- |
11 |
461 |
|
Balance at 31 March 2026 |
32,363 |
8,022 |
149 |
15,914 |
21,583 |
3,610 |
- |
328 |
81,969 |
|
Depreciation and impairment |
|
|
|
|
|
|
|
|
|
|
Balance at 1 January 2024 |
17,106 |
5,265 |
205 |
11,640 |
1,422 |
5,063 |
419 |
- |
41,120 |
|
Depreciation charge for the Period |
1,521 |
947 |
22 |
882 |
482 |
1,503 |
416 |
- |
5,773 |
|
Disposals |
(88) |
(202) |
(85) |
(28) |
- |
(418) |
- |
- |
(821) |
|
Write off/impairment |
(174) |
(230) |
(1) |
(54) |
(5) |
- |
- |
- |
(464) |
|
Effect of movement in exchange rates |
(235) |
(84) |
(4) |
(1) |
(38) |
(165) |
1 |
- |
(526) |
|
Balance at 31 December 2024 |
18,130 |
5,696 |
137 |
12,439 |
1,861 |
5,983 |
836 |
- |
45,082 |
|
Balance at 1 January 2025 |
18,130 |
5,696 |
137 |
12,439 |
1,861 |
5,983 |
836 |
- |
45,082 |
|
Depreciation charge for the Period |
2,121 |
1,182 |
21 |
714 |
697 |
1,930 |
280 |
- |
6,945 |
|
Disposals |
(202) |
(468) |
(57) |
- |
- |
(2,696) |
(405) |
- |
(3,828) |
|
Disposals of Billi |
(771) |
(651) |
(26) |
- |
(76) |
(2,083) |
(711) |
- |
(4,318) |
|
Effect of movement in exchange rates |
229 |
24 |
3 |
- |
24 |
(59) |
- |
- |
221 |
|
Balance at 31 March 2026 |
19,507 |
5,783 |
78 |
13,153 |
2,506 |
3,075 |
- |
- |
44,102 |
|
Net book value |
|
|
|
|
|
|
|
|
|
|
At 31 December 2023 |
13,424 |
3,050 |
84 |
2,632 |
19,590 |
4,510 |
1,134 |
1,791 |
46,215 |
|
At 31 December 2024 |
12,854 |
2,486 |
122 |
2,411 |
19,510 |
3,435 |
936 |
2,389 |
44,143 |
|
At 31 March 2026 |
12,856 |
2,239 |
71 |
2,761 |
19,077 |
535 |
- |
328 |
37,867 |
Depreciation charges for continuing operations allocated to cost of sales are £4.0m (FY24: £3.2m restated), distribution costs £0.3m (FY24: £0.4m restated), and administrative expenses £0.7m (FY24: £0.7m restated).
Depreciation charges for discontinued operations are £2.0m (FY24: £1.5m restated).
12. SUBSIDIARY UNDERTAKINGS AND JOINT ARRANGEMENTS OF THE GROUP
A list of all subsidiary undertakings controlled by the Group, which are all included in the consolidated financial statements, is set out below.
|
Name of entity |
Nature of business |
Country of incorporation |
% of ordinary shares held by the Group for period ended 31 March 2026 |
% of ordinary shares held by the Group for period ended 31 December 2024 |
Nature of shareholding |
|
Sula Limited |
Holding company |
IOM |
100 |
100 |
Subsidiary |
|
Strix Limited |
Manufacture and sale of products |
IOM |
100 |
100 |
Subsidiary |
|
Strix (U.K.) Limited |
Holding company and group's sale and distribution centre |
United Kingdom |
100 |
100 |
Subsidiary |
|
Strix Hong Kong Limited |
Sale and distribution of products |
Hong Kong |
100 |
100 |
Subsidiary |
|
Strix (China) Limited |
Manufacture and sale of products |
China |
100 |
100 |
Subsidiary |
|
Strix (USA), Inc. |
Research and development, sales, and distribution of products |
USA |
100 |
100 |
Subsidiary |
|
LAICA S.p.A. |
Manufacture and sales of products |
Italy |
100 |
100 |
Subsidiary |
|
LAICA Iberia Distribution S.L. |
Sale and distribution of products |
Spain |
100 |
100 |
Subsidiary |
|
LAICA International Corp. |
Sale and distribution of products |
Taiwan |
67 |
67 |
Subsidiary |
|
Taiwan LAICA Corp. |
Sale and distribution of products |
Taiwan |
67 |
67 |
Subsidiary |
|
LAICA Brand House Limited |
Holding and licensing of trademarks |
Hong Kong |
100 |
100 |
Subsidiary |
|
Strix Australia Pty Limited |
Holding company |
Australia |
- |
100 |
Subsidiary |
|
Billi UK Limited |
Manufacture and sale of products |
United Kingdom |
- |
100 |
Subsidiary |
|
Billi Australia Pty Limited |
Manufacture and sale of products |
Australia |
- |
100 |
Subsidiary |
|
Billi New Zealand Limited |
Manufacture and sale of products |
New Zealand |
- |
100 |
Subsidiary |
|
Billi R&D Pty Limited |
Dormant company |
Australia |
- |
100 |
Subsidiary |
|
Billi Financial Services Pty Limited |
Dormant company |
Australia |
- |
100 |
Subsidiary |
The following entities were disposed of during the Period and accordingly are not included in the Group's subsidiary undertakings at the reporting date: Strix Australia Pty Limited, Billi UK Limited, Billi Australia Pty Limited, Billi New Zealand Limited, Billi R&D Pty Limited and Billi Financial Services Pty Limited. Further details are provided in Note 28.
13. INVENTORIES
|
|
31 March 2026 £000s |
31 December 2024 £000s |
|
Raw materials and consumables |
9,977 |
8,009 |
|
Finished goods and goods in transit |
5,956 |
17,382 |
|
|
15,933 |
25,391 |
The cost of inventories recognised as an expense and included in cost of sales amounted to £47.2m (FY24: £46.7m restated). There was no inventory write-downs for the Period ended 31 March 2026 (FY24: £nil).
14. TRADE AND OTHER RECEIVABLES
|
|
31 March 2026 £000s |
31 December 2024 £000s |
|
Amounts falling due within one year: |
|
|
|
Trade receivables - current |
5,083 |
15,254 |
|
Trade receivables - past due < 30 days* |
1,028 |
1,027 |
|
Trade receivables - past due > 30 days* |
943 |
224 |
|
Trade receivables - gross |
7,054 |
16,505 |
|
Loss allowance |
(551) |
(569) |
|
Trade receivables - net |
6,503 |
15,936 |
|
Prepayments |
1,103 |
1,434 |
|
Advances to suppliers |
811 |
520 |
|
VAT receivable |
2,585 |
3,576 |
|
Other receivables |
729 |
1,210 |
|
|
11,731 |
22,676 |
*Trade receivables have been disaggregated into current, <30 days past due, and >30 days past due categories for enhanced disclosure. The change is presentational only and FY24 is represented. Trade and other receivables carrying values are considered to be equivalent to their fair values. The amount of trade receivables impaired at 31 March 2026 is equal to the loss allowance provision (FY24: equal).
Adjusting items from continuing operations of £nil (FY24: £1.4m) relating to the impairment of trade and other receivables were recognised in administrative expenses in relation to restructuring/rebasing activities and £nil (FY24: £0.6m) relating to discontinued operations.
Government grants due amounted to £0.2m (FY24: £0.2m). There were no unfulfilled conditions in relation to these grants at the period end, although if the Group ceases to operate or leaves the Isle of Man within 5 years (FY24: 5 years) from the date of the last grant payment, funds may be reclaimed. Kindly refer Note 29 for further details.
The Group's trade and other receivables are denominated in the following currencies:
|
Currency |
31 March 2026 £000s |
31 December 2024 £000s |
|
Pound Sterling |
3,912 |
8,333 |
|
Chinese Yuan |
2,068 |
1,362 |
|
United States Dollar |
2,163 |
2,208 |
|
Euro |
3,411 |
5,249 |
|
Hong Kong Dollar |
165 |
85 |
|
Australian Dollar |
- |
5,028 |
|
New Zealand Dollar |
12 |
304 |
|
Taiwan Dollar |
- |
107 |
|
|
11,731 |
22,676 |
Movements on the Group's provision for impairment of trade receivables and the inputs and estimation technique used to calculate expected credit losses have not been disclosed on the basis the amounts are not material. The provision at 31 March 2026 was £0.6m (FY24: £0.6m).
15. CASH AND CASH EQUIVALENTS
|
|
31 March 2026 £000s |
31 December 2024 £000s |
|
Cash at bank and in hand |
17,761 |
15,117 |
|
Short-term deposits |
27,500 |
- |
|
|
45,261 |
15,117 |
Cash and cash equivalents are denominated in the following currencies:
|
|
Currency |
31 March 2026 £000s |
31 December 2024 £000s |
|
|
Pound Sterling |
34,673 |
3,557 |
|
Chinese Yuan |
2,078 |
1,779 |
|
|
United States Dollar |
1,741 |
5,271 |
|
|
Euro |
6,647 |
2,450 |
|
|
Hong Kong Dollar |
108 |
181 |
|
|
Australian Dollar |
14 |
1,148 |
|
|
New Zealand Dollar |
- |
270 |
|
|
Taiwan Dollar |
- |
430 |
|
|
Japanese Yen |
- |
31 |
|
|
|
45,261 |
15,117 |
|
The pound sterling balance includes a £27.5m (FY24: nil) short-term deposit.
16. TRADE AND OTHER PAYABLES
|
|
31 March 2026 £000s |
31 December 2024 £000s |
|
Trade payables |
6,761 |
15,115 |
|
Social security and other taxes |
334 |
392 |
|
Customer rebates provisions |
2,172 |
1,827 |
|
Capital creditors |
683 |
626 |
|
VAT liabilities |
146 |
905 |
|
Other liabilities |
5,036 |
2,675 |
|
Payments in advance from customers |
1,142 |
3,020 |
|
Accrued expenses |
3,189 |
6,169 |
|
|
19,463 |
30,729 |
The fair value of financial liabilities approximates their carrying value due to short maturities. Other liabilities include goods received not invoiced amounts of £3.6m (FY24: £1.0m).
Movement in payments in advance from customers were all driven by normal trading, with the full amounts due at the beginning of the period released to revenues in the current Period.
Trade and other payables are denominated in the following currencies:
|
Currency |
31 March 2026 £000s |
31 December 2024 £000s |
|
Pound Sterling |
7,762 |
6,923 |
|
Chinese Yuan |
8,182 |
11,623 |
|
United States Dollar |
946 |
1,983 |
|
Euro |
2,490 |
4,346 |
|
Hong Kong Dollar |
73 |
187 |
|
Australian Dollar |
10 |
4,964 |
|
New Zealand Dollar |
- |
615 |
|
Taiwan Dollar |
- |
88 |
|
|
19,463 |
30,729 |
17. BORROWINGS
|
|
31 March 2026 £000s |
31 December 2024 £000s |
|
Total current borrowings |
6,316 |
11,230 |
|
Total non-current borrowings |
253 |
68,807 |
|
|
6,569 |
80,037 |
Current bank borrowings include small individual short-term arrangements for financing purchases and optimising cash flows within the Italian subsidiary, and term loans entered into by Strix (China) Limited in the current period.
The current portion of borrowings include accrued interest of £0.1m (FY24: £1.2m).
During the Period, the Group repaid £70.0m (FY24: £10.5m) of the Group revolving credit (facility B) and £10.6m (FY24: £14.2m) of the Group term loan. The Group also drew down £4.7m (FY24: £nil) under the Strix China short-term loan and £1.4m (FY24: repayment of £0.5m) under the Italy subsidiary short-term arrangements. The Group made a total interest repayment of £7.7m (FY24: £8.7m).
Current and non-current borrowings are shown net of loan arrangement fees of £nil (FY24: £1.0m) and £nil (FY24: £0.7m), respectively.
Term and debt repayment schedule for borrowings
|
Currency |
Interest rate |
Maturity date |
31 March 2026 Commitments |
31 December 2024 Commitments |
|
|
Revolving credit facility B1 |
GBP |
SONIA + 2.00% to 4.00% |
25-Oct-26 |
- |
69,0552 |
|
Term loan (facility A) |
GBP |
SONIA + 2.00% to 4.00% |
30-Nov-25 |
- |
10,636 |
|
Credito Emiliano |
EUR |
2.2000% |
31-Jul-26 |
233 |
346 |
|
Strix China term loan (Tranche A) |
RMB |
CN 1Y LPR - 0.20% |
21-Nov-26 |
2,791 |
- |
|
Strix China term loan (Tranche B) |
GBP |
SONIA + 1.3% |
17-Dec-26 |
2,000 |
- |
|
Monte Paschi di Siena |
EUR |
2.2880% |
30-Apr-26 |
386 |
- |
|
Intesa San Paolo |
EUR |
2.2500% |
30-Jun-26 |
343 |
- |
|
Credito Emiliano |
EUR |
2.2000% |
31-May-26 |
360 |
- |
|
BNL |
EUR |
Euribor 3m + 0.5 |
30-Apr-28 |
456 |
- |
|
|
6,569 |
80,037 |
|||
1 At 31 March 2026, the margin applied was 2.85% (FY24: 2.35%).
2 Total of £69.1m includes £69.5m of RCF B utilisation plus accrued interest of £1.2m, less loan arrangement fee of £1.7m.
Term loan (facility A) - The Company had a three-year term loan of £39.0m payable by eleven fixed repayments with the first quarterly repayment of £3.5m made on 31 March 2023. The purpose of the term loan was to part finance the acquisition of Billi. The last payment for this facility was on 26 November 2025. As at 31 March 2026, the outstanding balance on the term loan was £nil (FY24: £10.6m).
Revolving credit (facility B) (RCF) - The RCF was utilised to finance the acquisition of LAICA as well as other significant capital projects including the new factory in China and the ongoing working capital needs of the Group. Following the Billi Disposal, the RCF balance at the time was repaid in full, reducing utilisation to £nil, whilst the facility size reduced to £25m (FY24: £80m). As at 31 March 2026, the total facility utilised is £nil (FY24: £69.5m).
The Group received approval from its banking syndicate to the following amendments during the year:
September 2025 - covenant amendments
|
· |
Transition the Group's Debt Service Cover metric to an Interest Cover metric. Interest cover must not be less than 3.50:1. |
|
· |
Temporarily amend leverage to be 3.00x (previously 2.75x) up to and including 30 June 2026, reverting back to 2.75x thereafter. |
December 2025 - permission for the Disposal of Billi, which would trigger
|
· |
Leverage being reset to 2.75x. |
|
· |
Facility size reducing from £80.0m to £25.0m and would see two lenders exiting, leaving one remaining lender. |
The various agreements contain representations and warranties which are usual for an agreement of this nature. The agreements also provide for the payment of commitment fees, agency fees and arrangement fees, contain certain undertakings, guarantees and covenants (including financial covenants) and provide for certain events of default.
During the period ended 31 March 2026, the Group has not breached any of the financial covenants contained within the agreements - see Note 20(d) for further details (FY24: same).
The fair values of the Group's borrowings are not materially different from their carrying amounts, since the interest payable on those borrowings is close to current market rates.
Interest applied to the revolving credit facility is calculated as the sum of the margin and SONIA. The margin under the amended agreement is dependent on the net leverage of the Group based on the following table:
|
Leverage |
Facility B Margin % p.a. |
|
Greater than or equal to 3.0:1 |
4.00 |
|
Less than 3.0:1 but greater than or equal to 2.5:1 |
3.50 |
|
Less than 2.5:1 but greater than or equal to 2.0:1 |
2.85 |
|
Less than 2.0:1 but greater than or equal to 1.5:1 |
2.35 |
|
Less than 1.5:1 but greater than or equal to 1.0:1 |
2.15 |
|
Less than 1.0:1 |
2.00 |
18. CAPITAL COMMITMENTS
|
|
31 March 2026 £000s |
31 December 2024 £000s |
|
Contracted for but not provided in the consolidated financial statements |
137 |
1,792 |
The above commitments include capital expenditure of £31k (FY24: £1.7m) relating to investment in China.
19. CONTINGENT ASSETS AND CONTINGENT LIABILITIES
There continues to be a number of ongoing intellectual property infringement cases initiated by the Group, as well as patent validation challenges brought by the defendants. All of these cases are still subject to due legal process in the countries in which the matters have been raised. As a result, no contingent assets have been recognised at 31 March 2026 (FY24: £nil), as any receipts are dependent on the final outcome of each case. There are also no contingent liabilities at 31 March 2026 (FY24: £nil).
20. FINANCIAL RISK MANAGEMENT
The Group's activities expose it to a variety of financial risks: market risk (including foreign exchange risk, interest rate risk and commodity price risk), credit risk, liquidity risk and capital management risk.
Risk management is carried out by the Directors. The Group uses financial instruments where required to provide flexibility regarding its working capital requirements and to enable it to manage specific financial risks to which it is exposed.
Transactions are only undertaken if they relate to actual underlying exposures and hence cannot be viewed as speculative.
As the financial risk management calculations are based on forward-looking assumptions, they do not incorporate Billi's financial information.
(a) Market risk
(i) Foreign exchange risk
The Group operates predominantly in the UK, EU, US and China and is therefore exposed to foreign exchange risk. Foreign exchange risk arises on sales and purchases made in foreign currencies and on recognised assets and liabilities and net investments in foreign operations.
The Group monitors its exposure to currency fluctuations on an ongoing basis. Where possible, the Group tries to invoice in the currency of the legal entity. If this is not possible, it tries to naturally hedge against foreign exchange risk by generating revenues and incurring costs in the major currencies with which it deals. The major currencies the Group transacts in are:
· Pound Sterling (GBP)
· United States Dollar (USD)
· Chinese Yuan (CNY)
· Hong Kong Dollar (HKD)
· Euro (EUR)
· Taiwan Dollar (TWD)
Exposure by currency is analysed in Notes 14, 15 and 16.
(ii) Interest rate risk
The Group is exposed to interest rate risk on its long-term borrowings, being the revolving credit facilities and other borrowings disclosed in Note 17. The interest rates on the revolving credit facility are variable, based on SONIA and certain other conditions dependent on the financial condition of the Group, which exposes the Group to cash flow interest rate risk which is partially offset by cash held at variable rates. Other borrowings are made up of both fixed rate loans and variable loans based on SONIA/EURIBOR/China LPR.
(iii) Price risk
The Group is exposed to price risk, principally in relation to commodity prices of raw materials. The Group enters into forward commodity contracts or makes payments in advance in order to mitigate the impact of price movements on its gross margin. The Group has not designated any of these contracts as hedging instruments in either the current or prior period. At 31 March 2026, £0.4m and at 31 December 2024, £nil payments were made in advance to buy certain commodities at fixed prices.
(iv) Sensitivity analysis
Foreign exchange risk: The Group is primarily exposed to exchange rate fluctuations between GBP and USD, CNY, HKD, EUR, TWD. Assuming a reasonably possible change in foreign exchange ("FX") rates of +10% (FY24: +10%), the impact on continuing profit would be a decrease of £1.7m (2024: a decrease of £1.3m), and the impact on equity would be a decrease of £2.0m (FY24: decrease of £1.5m). A -10% change (FY24: -10%) in FX rates would cause an increase in profit of £2.0m (FY24: an increase in profit of £1.6m) and a £2.4m increase in equity (FY24: £1.9m increase in equity). This has been calculated by taking the profit generated by each currency and recalculating a comparable figure on a constant currency basis, and by retranslating the amounts in the consolidated statement of financial position to calculate the effect on equity.
Interest rate risk: The Group is exposed to interest rate fluctuations on its non-current borrowings, as disclosed in Note 17. Assuming a reasonably possible change in the SONIA/EURIBOR/LPR rate of ±0.5% (FY24: ±0.5%), the impact on continuing profit/net assets would be an increase/decrease of <£0.1m (FY24: £0.4m). This has been calculated by recalculating the loan interest using the revised rate to calculate the impact on profit and recalculating the Period end loan interest balance payable using the same rate.
As at 31 March 2026 the Group held £27.5m (FY24: nil) of short-term deposits. Assuming a reasonably possible change in the SONIA rate of ±0.5% (FY24: nil) the impact on profit/net assets would be an increase/decrease of £0.1m (FY24: nil).
Commodity price risk: The Group is exposed to commodity price fluctuations, primarily in relation to copper and silver. Assuming a reasonably possible change in commodity prices of +151% for silver (FY24: ±13%) and ±46% for copper (FY24:±15%) based on normalised volatility analysis for the past year, the impact on continuing profit would be an increase/ decrease of £6.5m (FY24: £2.5m). The Group does not hold significant quantities of copper and silver inventory, therefore the impact on equity would be the same as the profit or loss impact disclosed (FY24: same). This has been calculated by taking the average purchase price of these commodities during the Period in purchase currency and recalculating the cost of the purchases with the price sensitivity applied.
During the Period, commodity prices have experienced significantly increased volatility driven by prevailing global market conditions, including supply chain disruptions, geopolitical developments, and inflationary pressures. We have normalised our sensitivity analysis by excluding the excessively high silver prices seen in Q1 of 2026. However, notwithstanding this, the heightened price variability has increased the Group's exposure to commodity price risk, particularly in respect of key raw materials. In response, the Group has implemented a range of risk management strategies, including successfully implementing a comprehensive price increase/surcharge programme with customers, ongoing cost optimisation initiatives, and active monitoring of market trends. See the Chief Financial Officer's Statement for further details.
(b) Credit risk
The Group has policies in place to ensure that sales of goods are made to customers with an appropriate credit history. The Group uses letters of credit and advance payments to minimise credit risk. Management believe there is no further credit risk provision required in excess of normal provision for doubtful receivables, as disclosed in Note 14. The amount of trade and other receivables written off during the year amounted to 0.05% of revenue (FY24: 0.17% of revenue).
Cash and cash equivalents are held with reputable institutions. All material cash amounts are deposited with financial institutions whose credit rating is at least B based on credit ratings according to Standard & Poor's. At the period-end 2026, £33.3m was held with one financial institution with a credit rating of A- and £4.2m was held with one financial institution with a credit rating of A. At the period-end 2024, £5.1m was held with one financial institution with a credit rating of BBB- and £1.6m was held with one financial institution with a credit rating of BBB+.
The following table shows the external credit ratings of the institutions with whom the Group has cash deposits:
Credit risk
|
|
31 March 2026 £000s |
31 December 2024 £000s |
|
AA- |
94 |
1,273 |
|
A+ |
573 |
3,226 |
|
A |
4,398 |
3,086 |
|
A- |
33,558 |
- |
|
BBB+ |
3,772 |
2,237 |
|
BBB |
- |
67 |
|
BBB- |
- |
5,178 |
|
B+ |
2,831 |
11 |
|
N/A |
35 |
39 |
|
|
45,261 |
15,117 |
(c) Liquidity risk
The Group maintained appropriate cash balances and accessible credit facilities throughout the Period to manage liquidity risk. Cash flow forecasting is performed for the Group by the finance function, which monitors rolling forecasts of the Group's liquidity requirements to ensure it has sufficient cash to meet operational needs and so that the Group minimises the risk of breaching borrowing limits or covenants on any of its borrowing facilities. The Group has revolving credit facilities to provide access to cash for various purposes. The total available revolving credit facility of £25.0m were utilised by 0% as at 31 March 2026 (FY24: 87% utilised at £69.5m).
The table below analyses the Group's financial liabilities as at 31 March 2026 into relevant maturity groupings based on their contractual maturities for all non-derivative financial liabilities. There are no derivative financial liabilities. The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant.
|
|
|
Less than 6 months £000s |
6-12 months £000s |
1-2 years £000s |
3-5 years £000s |
Over 5 years £000s |
Total contractual cash flows £000s |
Carrying amount/ liabilities £000s |
|
|
Trade and other payables |
19,463 |
- |
- |
- |
- |
19,463 |
19,463 |
|
Borrowings |
1,451 |
5,094 |
418 |
50 |
- |
7,013 |
6,569 |
|
|
Lease liabilities |
224 |
224 |
91 |
57 |
14 |
610 |
581 |
|
|
|
Total financial liabilities |
21,138 |
5,318 |
509 |
107 |
14 |
27,086 |
26,613 |
The table below analyses the respective financial liabilities as at 31 December 2024:
|
|
|
Less than 6 months £000s |
6-12 months £000s |
1-2 years £000s |
3-5 years £000s |
Over 5 years £000s |
Total contractual cash flows £000s |
Carrying amount/ liabilities £000s |
|
|
Trade and other payables |
30,729 |
- |
- |
- |
- |
30,729 |
30,729 |
|
Borrowings |
10,500 |
6,366 |
74,633 |
- |
- |
91,499 |
80,037 |
|
|
Lease liabilities |
768 |
768 |
1,091 |
1,168 |
587 |
4,382 |
3,674 |
|
|
Total financial liabilities |
41,997 |
7,134 |
75,724 |
1,168 |
587 |
126,610 |
114,440 |
|
(d) Capital risk management
The Group manages its capital to ensure its ability to continue as a going concern and to maintain an optimal capital structure to reduce the cost of capital. The aim of the Group is to maintain sufficient funds to enable it to make suitable capital investments whilst minimising recourse to bankers and/or shareholders. In order to maintain or adjust capital, the Group may adjust the amount of cash distributed to shareholders, return capital to shareholders, issue new shares or raise debt through its access to the AIM market.
Capital is monitored by the Group on a monthly basis by the finance function. This includes the monitoring of the Group's gearing ratios and monitoring the terms of the financial covenants related to the revolving credit facilities as disclosed in Note 17. These ratios are formally reported on a quarterly basis. The financial covenants were complied with throughout the Period. At 31 March 2026 these ratios were as follows:
• Interest Cover ratio: Not applicable (N/A) (FY24: N/A - interest cover replaced Debt service coverage ratio in the Period) - maximum per facility terms is 3.5x; and
• Leverage ratio: N/A (FY24: 1.87x) - maximum per facility terms is 2.75x for the Period ended 31 March 2026 and 31 December 2024.
Following the disposal of a subsidiary during the reporting period, the Group has applied the covenant definitions set out in the relevant banking agreements, which require exclusion of the disposed entity's financial performance for the relevant period. This adjustment resulted in net finance income, rather than net finance costs, for covenant measurement purposes and therefore the interest cover ratio is not applicable.
Further at the reporting date, the Group was in a net cash position, with cash balances exceeding outstanding borrowings. Consequently, the leverage ratio is not applicable for the Period, as the Group does not carry net debt.
(e) Fair value hierarchy
This section explains the judgements and estimates made in determining the fair values of the financial instruments that are recognised and measured at fair value in the consolidated financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Group has classified its financial instruments into the three levels prescribed under the accounting standards. An explanation of each level is as follows:
Level 1: The fair value of financial instruments traded in active markets (such as publicly traded derivatives, and equity securities) is based on quoted market prices at the end of the reporting period. The quoted market price used for financial assets held by the Group is the current bid price. These instruments are included in level 1.
Level 2: The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities.
There have been no other movements into or out of any levels during the year. There were no financial instruments held at fair value at the end of the current period (FY24: none).
The carrying amounts reflected in these consolidated financial statements for cash and cash equivalents, current trade and other receivables/payables and the fixed and floating rate bank borrowings approximate their fair values.
21. SHARE-BASED PAYMENTS
Long term incentive plan terms
As part of the admission to trading on AIM in August 2017, the Group granted a number of share options to employees of the Group. All of the shares granted were subject to service conditions, being continued employment with the Group until the end of the vesting period. The shares granted to the executive Directors and senior staff also included certain performance conditions which must be met, based on predetermined earnings per share and the achievement of specific ESG targets for the three financial years from grant date.
During 2020, the Group amended the terms of the Isle of Man share options to conditional share awards.
Participation in the plan is at the discretion of the Board and no individual has a contractual right to participate in the plan or to receive any guaranteed benefits. Where the employee is entitled to share options, these remain exercisable until the
ten-year anniversary of the award date. Where the employee is entitled to conditional share awards, these are exercised on the vesting date
The dividends that would be paid on a share in the period between grant and vesting reduce the fair value of the award if, in not owning the underlying shares, a participant does not receive the dividend income on these shares during the vesting period.
All of the options and conditional share awards are granted under the plan for nil consideration and carry no voting rights. A summary of the options and conditional share awards is shown in the table below:
|
|
31 March 2026 Number of Shares |
31 December 2024 Number of Shares |
|
At the beginning of the Period |
5,140,099 |
4,221,520 |
|
Granted during the Period |
2,499,355 |
2,230,718 |
|
Exercised during the Period |
(67,611) |
(209,890) |
|
Forfeited during the Period |
(1,969,775) |
(1,102,249) |
|
At the end of the Period |
5,602,068 |
5,140,099 |
The Group has recognised a total net credit of £(0.1)m (FY24: expense of £0.3m) in respect of equity-settled share-based payment transactions in the Period ended 31 March 2026.
For each of the tranches, the first day of the exercise period is the vesting date and the last day of the exercise period is the expiry date, as listed in the valuation model input table below. The weighted average contractual life of options and conditional share awards outstanding at 31 March 2026 was 8.9 years (FY24: 8.7 years).
Valuation model inputs
The key inputs to the dividend discount model for the purposes of estimating the fair values of the share options outstanding at the end of the period are as follows:
|
Grant date |
Share price on grant date (p) |
Expiry date |
Weighted average probability of meeting performance criteria |
Share options outstanding at 31 March 2026 |
Share options outstanding at 31 December 2024 |
|
01 January 2022 |
303.50 |
01 January 2032 |
0.0% |
- |
9,164 |
|
21 April 2022 |
208.50 |
21 April 2031 |
0.0% |
22,314 |
382,359 |
|
20 April 2023 |
96.90 |
20 April 2033 |
0.0% |
617,749 |
1,096,439 |
|
01 November 2023 |
59.60 |
01 November 2033 |
0.0% |
- |
229,216 |
|
01 May 2024 |
76.50 |
01 May 2034 |
0.0% |
326,406 |
546,686 |
|
03 June 2024 |
79.10 |
03 June 2034 |
100.0% |
30,496 |
30,496 |
|
01 January 2025 |
48.20 |
31 December 2035 |
100.0% |
558,050 |
- |
|
22 January 2026 |
48.80 |
31 December 2035 |
100.0% |
840,805 |
- |
|
Total share options |
2,395,820 |
2,294,360 |
|||
The key inputs to the dividend discount model for the purposes of estimating the fair values of the conditional share awards outstanding at the end of the period are as follows:
|
Grant date |
Share price on grant date (p) |
Vesting date |
Weighted average probability of meeting performance criteria |
Conditional share awards outstanding at 31 March 2026 |
Conditional share awards outstanding at 31 December 2024 |
|
21 April 2022 |
208.50 |
20 April 2025 |
0.0% |
- |
156,051 |
|
20 April 2023 |
96.90 |
19 April 2026 |
0.0% |
867,407 |
1,036,152 |
|
01 February 2024 |
71.60 |
31 January 2027 |
100.0% |
225,089 |
225,089 |
|
01 May 2024 |
76.50 |
30 April 2027 |
100.0% |
1,297,689 |
1,394,126 |
|
03 June 2024 |
79.10 |
30 April 2027 |
100.0% |
34,321 |
34,321 |
|
01 January 2025 |
48.20 |
30 April 2028 |
100.0% |
191,238 |
- |
|
22 January 2026 |
48.80 |
30 April 2028 |
100.0% |
590,504 |
- |
|
Total conditional share awards |
3,206,248 |
2,845,739 |
|||
|
Total share options and conditional share awards |
5,602,068 |
5,140,099 |
|||
The reduction in the fair value of the awards as a consequence of not being entitled to dividends reduced the charge for the options granted during the period by £2k (FY24: £32k) and the expected charge over the life of the options by a total of £16k (FY24: £34k).
The other factors in the model do not affect the calculation and have not been disclosed, as the share options were issued for nil consideration and do not have an exercise price. The weighted average fair value of the options outstanding at the period end was £0.67 (FY24: £0.95).
22. SHARE CAPITAL AND SHARE PREMIUM
|
31 March 2026 |
|||||
|
|
Number of shares 000s |
Par value £000s |
Share premium £000s |
Total £000s |
|
|
Allotted and fully paid: ordinary shares of 1p each |
|
|
|
|
|
|
Balance at 1 January 2025 |
229,860 |
2,297 |
29,705 |
32,002 |
|
|
Shares issued during the Period |
- |
- |
- |
- |
|
|
Share options exercised during the Period (Note 21) |
68 |
1 |
- |
1 |
|
|
Balance at 31 March 2026 |
229,928 |
2,298 |
29,705 |
32,003 |
|
|
31 December 2024 |
|||||
|
|
Number of shares 000s |
Par value £000s |
Share premium £000s |
Total £000s |
|
|
Allotted and fully paid: ordinary shares of 1p each |
|
|
|
|
|
|
Balance at 1 January 2024 |
218,714 |
2,186 |
21,456 |
23,642 |
|
|
Shares issued during the year |
10,936 |
109 |
8,639 |
8,748 |
|
|
Transaction costs |
- |
- |
(390) |
(390) |
|
|
Share options exercised during the year (Note 21) |
210 |
2 |
- |
2 |
|
|
Balance at 31 December 2024 |
229,860 |
2,297 |
29,705 |
32,002 |
|
Under the Isle of Man Companies Act 2006, the Company is not required to have an authorised share capital.
Transaction costs of £nil (FY24: £0.4m) recognised directly in share premium relate to costs associated with the raise of equity.
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. All shares rank pari passu in all respects including voting rights and dividend entitlement.
See Note 21 for further information regarding share-based payments which may impact the share capital in future periods.
On 4 February 2026, the Company announced a share buyback programme to repurchase up to £10.0m of its ordinary shares of £0.01 each. During the Period ended 31 March 2026, the Company repurchased 7,372,555 ordinary shares for a total consideration of £3.1m (average price 41.75p per share). In accordance with IAS 32, shares repurchased are recognised as treasury shares and presented as a deduction from equity at cost. At 31 March 2026, the Company held 7,372,555 treasury shares (FY24: nil) with a carrying amount of £3.1m (FY24: £nil), of which £0.2m remain unpaid at 31 March 2026 (FY24: £nil). The Company may cancel shares held in treasury periodically. During the period ended 31 March 2026, no shares were cancelled during the year (FY24: nil).
23. DIVIDENDS
The Directors have proposed not to pay a final dividend at this time (FY24: nil).
24. LEASES
a) Amounts recognised in the consolidated statement of financial position
The consolidated statement of financial position shows the following amounts relating to leases:
|
|
31 March 2026 £000s |
31 December 2024 £000s |
|
Right-of-use assets |
|
|
|
Land and buildings |
456 |
2,656 |
|
Motor Vehicles |
79 |
779 |
|
Total right-of-use assets |
535 |
3,435 |
|
Lease liabilities |
|
|
|
Current future lease liabilities (due within 12 months) |
338 |
1,129 |
|
Non-current future lease liabilities (due in more than 12 months) |
243 |
2,545 |
|
Total future lease liabilities |
581 |
3,674 |
Additions to the right-of-use liabilities during the period were £4.5m (FY24: £0.7m). Disposals of right-of-use liabilities during the current period were £6.5m (FY24: £14k).
Short-term leases and leases of low values were recognised directly in the consolidated income statement, amounting to £42k (FY24: £4k Restated). Total cash outflows relating to all lease payments, including short-term leases and leases of low values were £2.1m (FY24: £2.2m).
The movement in lease liabilities is as follows:
|
|
31 March 2026 £000s |
31 December 2024 £000s |
|
Balance as at the beginning of the Period |
3,674 |
4,810 |
|
Additions |
4,463 |
730 |
|
Disposals (excluding discontinued operations) |
- |
(14) |
|
Repayments |
(1,689) |
(1,847) |
|
Interest expense (included in finance cost) * |
555 |
251 |
|
Disposal of SSH (Note 28) |
- |
(92) |
|
Disposal of Billi (Note 28) |
(6,549) |
- |
|
Foreign exchange differences |
127 |
(164) |
|
Balance as at the end of the period |
581 |
3,674 |
*Included in this amount is £0.5m (FY24: £0.2m) interest expense relating to discontinued operations, see Note 28.
b) Amounts recognised in the consolidated income statement
The consolidated income statement shows the following amounts relating to leases from continuing operations:
|
|
31 March 2026 £000s |
31 December 2024 Restated £000s |
|
Amortisation of right-of-use assets |
(694) |
(660) |
|
Short-term and low value leases |
(42) |
(4) |
|
Interest expense (included in finance cost) |
(37) |
(52) |
|
Total cost relating to leases |
(773) |
(716) |
25. STATEMENT OF CASH FLOWS NOTES
(a) Cash generated from operations
|
|
Note |
31 March 2026 £000s |
31 December 2024 Restated £000s |
|
Cash flows from operating activities |
|
|
|
|
Operating profit from continuing operations |
|
3,508 |
5,782 |
|
Operating profit from discontinued operations |
28 |
68,519 |
4,849 |
|
Operating profit |
|
72,027 |
10,631 |
|
Adjustments for: |
|
|
|
|
Depreciation of property, plant and equipment |
11 |
5,015 |
4,270 |
|
Depreciation of right-of-use assets |
11 |
1,930 |
1,503 |
|
Amortisation of intangible assets |
10 |
4,666 |
3,694 |
|
Write off/impairment of intangible assets/PPE from continuing operations |
|
- |
4,293 |
|
Write off/impairment associated with discontinued operations (Halosource) |
28 |
- |
2,325 |
|
(Gain)/loss on disposal of discontinued operations |
28 |
(61,387) |
203 |
|
Loss on disposal of property, plant and equipment |
|
202 |
343 |
|
Other non-cash flow items |
|
1,595 |
3,482 |
|
Share-based payment transactions |
21 |
(80) |
343 |
|
Net exchange differences |
|
516 |
334 |
|
Changes in working capital: |
|
24,484 |
31,421 |
|
Change in inventories |
|
2,252 |
(1,704) |
|
Change in trade and other receivables |
|
3,402 |
1,853 |
|
Change in trade and other payables |
|
(3,235) |
4,247 |
|
Cash generated from operations |
26,903 |
35,817 |
|
Other non-cash flow items include inventory provision of £(0.2)m (FY24: £0.7m), capital development impairment £1.9m (FY24: £nil), receivable write off of £nil (FY24: £1.8m), provision for settlements of £nil (FY24: £1.4m), reductions in warranty provision of £nil (FY24: £(0.5)m) and others of £(0.1)m (FY24: £0.1m).
(b) Movement in net debt
|
Non-cash movements |
|||||
|
|
At 01 January 2025 £000s |
Cash flows £000s |
Currency movements £000s |
Other movements £000s |
At 31 March 2026 £000s |
|
Borrowings, net of loan arrangement fees |
(80,037) |
74,486 |
(435) |
(583) |
(6,569) |
|
Lease liabilities |
(3,674) |
1,689 |
(127) |
1,531 |
(581) |
|
Total liabilities from financing activities |
(83,711) |
76,175 |
(562) |
948 |
(7,150) |
|
Cash and cash equivalents |
15,117 |
30,345 |
(201) |
- |
45,261 |
|
Net (debt)/cash |
(68,594) |
106,520 |
(763) |
948 |
38,111 |
|
Non-cash movements |
|||||
|
|
At 01 January 2024 £000s |
Cash flows £000s |
Currency movements £000s |
Other movements £000s |
At 31 December 2024 £000s |
|
Borrowings, net of loan arrangement fees |
(105,805) |
25,957 |
45 |
(234) |
(80,037) |
|
Lease liabilities |
(4,810) |
1,847 |
164 |
(875) |
(3,674) |
|
Total liabilities from financing activities |
(110,615) |
27,804 |
209 |
(1,109) |
(83,711) |
|
Cash and cash equivalents |
20,114 |
(4,492) |
(505) |
- |
15,117 |
|
Net debt |
(90,501) |
23,312 |
(296) |
(1,109) |
(68,594) |
26. ULTIMATE BENEFICIAL OWNER
There is not considered to be any ultimate beneficial owner, as the Company is listed on AIM. No single shareholder beneficially owns more than 25% of the Company's share capital.
27. RELATED PARTY TRANSACTIONS
(a) Identity of related parties
Related parties include all of the companies within the Group, however, these transactions and balances are eliminated on consolidation within the consolidated financial statements and are not disclosed.
The Group also operates a defined contribution pension scheme which is considered a related party.
(b) Related party transactions
The following transactions with related parties occurred during the period:
|
Name of related party |
31 March 2026 £000s |
31 December 2024 £000s |
|
Transactions with related parties |
(1,059) |
(755) |
|
Contributions paid to The Strix Limited Retirement Fund (Note 5(c)(i)) |
Further information is given on the related party transactions below:
|
· |
Key management compensation is disclosed in Note 5(b). |
|
· |
Information about the pension schemes operated by the Group is disclosed in Note 5(c), and transactions with the pension schemes operated by the Group relate to contributions made to those schemes on behalf of Group employees. |
|
· |
Information on dividends paid to shareholders is given in Note 23. |
28. DISCONTINUED OPERATIONS
(a) Description
On 19 December 2025, the Board of Directors publicly announced the proposed Disposal of the Billi division, comprising Strix Australia Pty Ltd and each regional subsidiary and on 30 January 2026, the Board announced that the Disposal was completed.
The Disposal was determined to be the optimal strategy to strengthen the Group's financial position by accelerating debt reduction and returning to a net cash position. This strategic move reduced reliance on debt funding, lowered interest costs, and enabled management to focus on core operations and selective reinvestment, particularly in light of recent macroeconomic challenges and increased leverage.
(b) Financial performance and cash flow information
|
|
13-month period ending 30 January 2026 £000s |
12-month period ending 31 December 2024 £000s |
|
Revenue |
48,229 |
43,052 |
|
Net expenses |
(41,097) |
(34,903) |
|
Operating profit |
7,132 |
8,149 |
|
Finance costs |
(584) |
(278) |
|
Profit before taxation |
6,548 |
7,871 |
|
Income tax expense |
(857) |
(1,843) |
|
Profit after taxation |
5,691 |
6,028 |
|
Profit on sale of the subsidiary before reclassification of foreign currency reserve (see (c) below) |
64,728 |
- |
|
Net profit |
70,419 |
6,028 |
|
Reclassification of foreign currency translation reserve |
(3,341) |
- |
|
Net profit from discontinued operations |
67,078 |
6,028 |
|
|
|
|
|
Exchange differences on translation of discontinued operations |
4,019 |
(1,622) |
|
Total other comprehensive income from discontinued operations |
71,097 |
4,406 |
Adjusting items from discontinued operations are disclosed in Note 6(b).
Earnings per share from discontinued operations is disclosed in Note 9.
The net cash flows incurred by Billi are as follows:
|
|
13-month ending 30 January 2026 £000s |
12-month period ending 31 December 2024 £000s |
|
Operating |
6,908 |
9,847 |
|
Investing |
(5,796) |
(1,315) |
|
Financing |
(965) |
(1,023) |
|
Net cash inflow |
147 |
7,509 |
The net cash flow from investing activities includes an outflow of £3.4m from sale of the subsidiary, being the cash and cash equivalents on the balance sheet at Disposal.
(c) Details of the sale of the subsidiary
|
2026 £000s |
|
|
Cash Consideration received* |
108,758 |
|
Transaction costs |
(2,830) |
|
Completion accounts adjustment** |
(540) |
|
Carrying amount of net assets sold |
(40,660) |
|
Profit on sale before income tax and reclassification of foreign currency translation reserve |
64,728 |
|
Reclassification of foreign currency translation reserve |
(3,341) |
|
Gain on sale |
61,387 |
*Cash consideration received in the consolidated cash flow statement of £102.5m, comprises cash consideration received of £108.8m, less £2.8m of transaction costs and £3.4m of cash on Billi balance at time of Disposal.
**At the Period end, a completion accounts adjustment of £0.5m was payable to the buyer and has been recognised within trade and other payables.
(d) Assets and liabilities of disposal group
The carrying amounts of assets and liabilities as at the date of sale (30 January 2026) were:
|
30 January 2026 £000s |
|
|
Assets |
|
|
Property, plant and equipment |
9,896 |
|
Intangible assets (including Goodwill) |
34,168 |
|
Trade and other receivables |
7,955 |
|
Inventories |
7,474 |
|
Deferred tax assets |
861 |
|
Cash and cash equivalents |
3,402 |
|
Total assets |
63,756 |
|
Liabilities |
|
|
Trade and other payables |
9,333 |
|
Current income tax liabilities |
526 |
|
Future lease liabilities |
6,549 |
|
Deferred tax liabilities |
6,688 |
|
Total liabilities |
23,096 |
|
Net assets |
40,660 |
Prior period disposal - HaloSource
In the prior period the Group completed the disposal of HaloSource Water Purification Technology (Shanghai) Co. Ltd (known as HSS), a wholly owned subsidiary. The results of this business were presented as discontinued operations in the year ended 31 December 2024. Comparative information has been presented accordingly.
|
|
15-month period ending 31 March 2026 £000s |
12-month period ending 31 December 2024 £000s |
|
Revenue |
- |
196 |
|
Net expenses |
- |
(692) |
|
Operating loss |
- |
(496) |
|
Finance costs |
- |
(11) |
|
Loss before taxation |
- |
(507) |
|
Income tax expense |
- |
- |
|
Loss after taxation before adjusting items |
|
(507) |
|
Loss on sale of the subsidiary before reclassification of foreign currency reserve (see (c) below) |
- |
(225) |
|
Impairment loss recognised before classification to held for sale (see Note 6(b)) |
- |
(2,325) |
|
Redundancy/re-organisation costs (see Note 6(b)) |
- |
(280) |
|
Adjusting items |
- |
(2,830) |
|
Reclassification of foreign currency translation reserve |
- |
22 |
|
Loss from discontinued operations |
- |
(3,315) |
|
Exchange differences on translation of discontinued operations |
- |
(22) |
|
Total other comprehensive expense from discontinued operations |
- |
(3,337) |
The net cash flows incurred by HSS are as follows:
|
|
2024 £000s |
2023 £000s |
|
Operating |
(418) |
(203) |
|
Investing |
(896) |
(344) |
|
Financing |
(133) |
(45) |
|
Net cash outflow |
(1,447) |
(592) |
The net cash flow from investing activities includes an outflow of £0.6m from sale of the subsidiary.
Details of the sale of the subsidiary
|
|
2024 £000s |
|
Consideration received |
- |
|
Carrying amount of net assets sold |
(225) |
|
Loss on sale before income tax and reclassification of foreign currency translation reserve |
(225) |
|
Reclassification of foreign currency translation reserve |
22 |
|
Income tax expense |
- |
|
Loss on sale after income tax |
(203) |
The carrying amounts of assets and liabilities as at the date of sale (30 November 2024) were:
|
|
30 November 2024 £000s |
|
|
Assets |
|
|
|
Property, plant and equipment |
112 |
|
|
Net investments in finance leases |
7 |
|
|
Trade and other receivables |
337 |
|
|
Cash and cash equivalents |
605 |
|
|
Total assets |
1,061 |
|
|
Liabilities |
|
|
|
Trade and other payables |
(744) |
|
|
Future lease liabilities |
(92) |
|
|
Total liabilities |
(836) |
|
|
Net assets |
225 |
|
29. POST BALANCE SHEET EVENTS
The following events have occurred after the reporting period:
Shareholder returns
On 9 April 2026, a Tender Offer was launched for the return of capital up to £10.0m. It was subsequently announced on 5 May 2026, that the Tender Offer had been fully taken up at the Tender Offer Price of 43 pence, therefore successfully returning £10.0m to shareholders, with payment made by 14 May 2026.
On the 9 July 2026, with the successful completion of the Tender Offer and the appointment of Andy Rainforth as the Group's new CEO secured, Strix announced a pausing of the £10m share buyback programme launched on 4 February 2026, as a prudent next step whilst the Group assesses its strategy going forward.
As at 9 July 2026, 8,930,325 ordinary shares were purchased under the buyback programme for an aggregate consideration of c.£3.7m, at an average price of c.41.2 pence per share.
Closure of Ramsey
On 28 May 2026, the Company communicated internally its plan to close the manufacturing facility in Isle of Man, migrating operations over to its facility in China. The costs of closure will be confirmed once the Group has undergone a full consultation with all those affected.
Other Supplementary Information
Alternative Performance Measures
The consolidated financial statements include both GAAP measures and Alternative Performance Measures (APMs), the latter of which are considered by management to allow the readers of the consolidated financial statements to understand the underlying trading performance of the Group. A number of these APMs are used by management to measure the KPIs of the business and are therefore aligned to the Group's strategic aims. They are also used at Board level to monitor financial performance throughout the period. The APMs used in these consolidated financial statements (including the basis of calculation, assumptions, use and relevance) are detailed in Note 2 (EBITDA and adjusted EBITDA - non-GAAP alternative performance measures) and below.
Constant Exchange Rate (CER) figures
These are used predominantly in the financial review and give the readers a better understanding of the performance of the Group, regions and entities from a trading perspective. They have been calculated by translating the PE26 income statement results (of subsidiaries whose presentational currency is not Pound sterling) using FY24 average annual exchange rates to provide a comparison which removes the foreign currency translational impact. The impacts of translational gains and losses made on non-functional currency net assets held around the Group have not been removed.
Adjusted operating margin/EBIT margin
Adjusted operating margin is used in the financial review to give the reader an understanding of the performance of the Group. It is calculated by dividing adjusted operating profit (see return on capital employed section for reconciliation to operating profit) by adjusted revenue in the Period.
Adjusted diluted EPS
A key measure for the Group to understand the underlying earnings per share. The calculation has been disclosed in Note 9.
Adjusted profit before tax
A key measure for the Group to understand underlying results before taxes. The adjustments made to arrive at adjusted profit before tax are detailed below.
Adjusted profit before tax and adjusting items
|
|
31 March 2026 £000s |
31 December 2024 Restated £000s |
|
Adjusted profit before taxation from continuing operations |
2,124 |
9,512 |
|
Adjusting items in revenue: settlements |
- |
(2,200) |
|
Adjusting items in cost of sales: restructuring/rebasing |
(2,084) |
(818) |
|
Adjusting items in administrative expenses: |
|
|
|
Restructuring/rebasing |
(2,199) |
(7,724) |
|
Mergers and acquisitions |
- |
(28) |
|
Strategic review |
(1,670) |
- |
|
Settlements |
93 |
(1,096) |
|
Amortisation charges on acquired intangible assets |
(256) |
(203) |
|
Share-based payments |
80 |
(343) |
|
Adjusting items in finance costs: strategic review |
(498) |
- |
|
Total adjusting items |
(6,534) |
(12,412) |
|
Loss before taxation - continuing operations |
(4,410) |
(2,900) |
|
|
31 March 2026 £000s |
31 December 2024 Restated £000s |
|
Adjusted EBITDA from continuing operations |
17,863 |
24,712 |
|
Adjusting items in revenue: settlements |
- |
(2,200) |
|
Adjusting items in cost of sales: restructuring/rebasing |
(2,084) |
(818) |
|
Adjusting items in administrative expenses: |
|
|
|
Restructuring/rebasing |
(270) |
(3,431) |
|
Mergers and acquisitions |
- |
(28) |
|
Settlements |
93 |
(1,096) |
|
Strategic review |
(1,670) |
- |
|
Share-based payments |
80 |
(343) |
|
EBITDA |
14,012 |
16,796 |
|
Amortisation charges on acquired intangible assets |
(256) |
(203) |
|
Depreciation and non acquired amortisation |
(8,319) |
(6,518) |
|
Write off/impairment of non-current assets |
(1,929) |
(4,293) |
|
Operating profit from continuing operations |
3,508 |
5,782 |
Adjusted cash conversion as a percentage of adjusted EBITDA
This is another key metric used by investors to understand how effective the Group was at converting profit into cash. The adjustments made to arrive at adjusted cash conversion from cash generated from operations are detailed below. To reconcile operating profit to underlying EBITDA, refer to adjusted profit before tax and adjusting items section.
|
|
31 March 2026 £000s |
31 December 2024 £000s |
|
Adjusted cash conversion |
21,383 |
28,244 |
|
Adjusting items in revenue: settlements |
- |
(1,000) |
|
Adjusting items in cost of sales: restructuring/rebasing |
(2,228) |
(268) |
|
Adjusting items in administrative expenses: |
|
|
|
Restructuring/rebasing |
(155) |
(1,956) |
|
Settlements |
(107) |
(879) |
|
Strategic review |
(1,670) |
- |
|
M&A |
- |
(28) |
|
Cash generated from operations before tax paid from continuing operations |
17,223 |
24,113 |
Net debt to adjusted EBITDA (net debt ratio)
This removes the impact of IFRS 16 Leases and accrued interest from net debt and impact of IFRS 16 Leases from adjusted EBITDA in line with definitions in our banking facility agreement. Adjusted EBITDA is reconciled to operating profit, refer to adjusted profit before tax and adjusting items section.
|
|
31 March 2026 £000s |
31 December 2024 £000s |
|
Net (cash)/debt (less cash and cash equivalents) |
(38,111) |
68,594 |
|
Right of use lease liabilities |
(581) |
(3,674) |
|
Accrued interest |
(55) |
(1,237) |
|
Bank net (cash)/debt |
(38,747) |
63,683 |
|
|
31 March 2026 £000s |
31 December 2024 £000s |
|
Adjusted EBITDA from continuing operations |
17,863 |
24,712 |
|
Right of use depreciation |
(694) |
(660) |
|
Bank adjusted EBITDA |
17,169 |
24,052 |
Adjusted return on capital employed (ROCE)
Return on capital employed is a key metric used by investors to understand how efficient the Group is with its capital employed. It represents earnings before interest and tax against the money that is invested in the business. The numerator is adjusted operating profit which has been reconciled to operating profit below. Capital employed is calculated as total assets less current liabilities. Adjusting items have been removed to aid understanding of the underlying performance of the Group.
|
|
31 March 2026 £000s |
31 December 2024 £000s |
|
Adjusted operating profit from continuing operations |
9,544 |
18,194 |
|
Adjusting items in revenue: settlements |
- |
(2,200) |
|
Adjusting items in cost of sales: restructuring/rebasing |
(2,084) |
(818) |
|
Adjusting items in administrative expenses: |
|
|
|
Restructuring/rebasing |
(2,199) |
(7,724) |
|
Mergers and acquisitions |
- |
(28) |
|
Strategic review |
(1,670) |
- |
|
Settlements |
93 |
(1,096) |
|
Amortisation charges on acquired intangible assets |
(256) |
(203) |
|
Share-based payments |
80 |
(343) |
|
Operating profit from continuing operations |
3,508 |
5,782 |
Working capital as a percentage of revenue
This is calculated as current assets excluding cash, less current liabilities excluding current portions of lease liabilities and borrowings as a percentage of Group revenue. It is a KPI for the Group as it remains a key focus to ensure efficient allocation of capital on the balance sheet to improve quality of earnings and reduce the additional investment needed to support organic growth.
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