DEWHURST PLC ANNUAL REPORT & ACCOUNTS 2020
CREATING
PRODUCTS FOR
OUR FUTURE
DEWHURST PLC
WE ARE A GLOBAL
SUPPLIER OF QUALITY
COMPONENTS TO THE
LIFT, TRANSPORT AND
KEYPAD INDUSTRIES
CONTENTS
Financial highlights
Chairman’s statement
Dewhurst at a glance
Strategic report
– Principal risks and uncertainties
– Section 172(1) Stakeholder
compliance statement
Financial review
Board of Directors
Chairman’s corporate governance
statement
Report of the Directors
01
02
03
04
09
10
12
14
15
16
Consolidated financial statements 20
Notes to the accounts
Company financial statements
24
44
Report of the independent auditor 47
Notice of meeting
Group companies
52
53
Advisers and Company information 54
RUNNING_HEAD FINANCIAL HIGHLIGHTS
Continuing operations
Revenue
Operating profit*
2020
2019
£55.6m
£56.4m
£8.6m
£7.7m
Earnings per share (restated)
51.78p
32.09p
Dividend per share
13.00p
13.00p
REVENUE
£ million
52.9†
45.3
54.5†
45.7
47.2†
39.7
65.9†
56.4
55.6
OPERATING PROFIT*
£ million
8.8†
7.7
8.6
6.2†
6.0
6.7†
6.0
5.5†
5.3
2016
2017
2018
2019
2020
2016
2017
2018
2019
2020
EARNINGS PER SHARE (restated)
Pence
DIVIDEND PER SHARE
Pence
49.81
51.78
12.00
12.50
13.00
13.00
11.00
38.18
39.41
32.09
2016
2017
2018
2019
2020
2016
2017
2018
2019
2020
* Operating profit before goodwill write down, amortisation of acquired intangibles, gain on property disposal and GMP equalisation
† Total including discontinued operations
01
CHAIRMAN’S STATEMENT
PLANNING FOR
OUR FUTURE
RESULTS
I am pleased that the Group has
been able to navigate the difficult
market conditions of this year
reporting sales only slightly lower than
last year. Group sales for the year to
30 September 2020 decreased 1.5%
to £55.6 million (2019: £56.4 million).
Despite the small decline in sales,
the Group has achieved profits
ahead of revised management
expectations. Adjusted operating profit
before amortisation of acquired
intangibles and exceptional pension
costs increased to £8.6 million (2019:
£7.7 million) and profit before tax
was £6.7 million (2019: £5.2 million).
Although sales were broadly flat
overall, there were falls and rises
across the Group’s divisions. The Lift
division was down approximately 4%
with the drop primarily in the UK and
Canada. Keypad sales also dropped
significantly, partly due to the
Covid-19 pandemic and the reduced
use of cash machines and partly from
the expected drop due to the run
down in stock of an outgoing
product. Transport and Highways on
the other hand achieved significant
growth in the UK, with record sales
and profits, boosted by sales of cycle
lane products. Currency movements
were responsible for a £0.8 million fall
in reported sales, with the pound
strengthening against the Australian
and Canadian dollars.
The Board recognises the importance
of dividend payments to Shareholders,
but given the abnormal situation
this year is proposing to maintain
the same level of final dividend as
last year.
OPERATIONS AND PEOPLE
This year’s profit figures include some
support from governments in the
various countries in which the Group
has operations. During the third
quarter of our financial year we
experienced sharp contractions in sales
in a number of our businesses due to
the pandemic and had to furlough staff
in several locations. However, we
found that we made up much of the
lost ground from these reductions
more quickly than expected in most
businesses. It has, of course, been an
extremely turbulent year and a real
challenge for our people. So I would
particularly like to thank all our staff
this year for their dedication and
determination in continuing to do their
best to serve our customers. Clearly we
have put in protocols and working
practices to try to keep our employees
safe during this period and we will
continue to operate in this manner
until it is safe to return to more normal
arrangements.
Lift Material Australia (LMA) has been a
member of the Dewhurst Group for
15 years and for all that period has
been led by Tony Pegg. Tony has retired
this November. I would like to pay
tribute to his achievements in growing
the sales and the breadth of the
company during his long tenure and to
thank him for his loyalty and support
over the years. We welcome Halen
Brown who is taking over as LMA
general manager and wish him every
success in the role. Halen joins us from
a management role in Otis’ Melbourne
branch.
Closer to home, we are delighted
to welcome Peter Dewhurst to the
The determination of all
our staff to support their
customers has been a
key driver in overcoming
the numerous challenges
presented by the
pandemic.
Richard Dewhurst
Chairman
02
business. Peter has taken on
responsibility for commercial
operations at Dewhurst UK.
INVESTMENT
The major investment of the year is
the building of a new factory for
Dupar Controls in Canada. Work
started on the building in January
and is well on the way to completion.
However, the build and fit out has
inevitably been affected by the
pandemic and so is a little behind
schedule. We are still hoping to be
able to occupy the new premises in
early 2021. In the meantime, we
have secured an offer to purchase
Dupar’s current factory, subject to
contract.
DEWHURST AT A GLANCE
OUTLOOK
In terms of demand for lift products,
we have escaped relatively lightly
from the pandemic this year, but
our business tends to lag behind
movements in the economy
generally by 1-2 years. Many of the
projects for which we have been
providing components this year were
initiated before there was any hint
of a pandemic. Market feedback
suggests there is a definite lull in the
commissioning of new projects, so we
do have some concerns that demand
may soften during 2021. However, at
present demand is steady in most of
our lift markets. Some of the current
UK demand may be companies
stocking up ahead of Brexit at the end
of the year, but we should get a clearer
picture of that impact during the first
quarter of 2021.
Keypads were much more seriously
affected this year and the weak
demand continues into the new
year. We are not expecting to see
an improvement in this division until
economies begin to recover.
Highways and transport products may
provide an opportunity for growth.
The UK Government is committing
more funds to providing safe cycle
lanes, but at this stage it is not clear
when these projects will be open
for bidding, so timing for our sales
opportunity is difficult to predict.
WHERE
WE
OPERATE
Sales by region
Employees by region
North America
21%
North America
67
UK, Europe & Middle East
43%
UK, Europe & Middle East
194
Australia & Asia
36%
Australia & Asia
107
03
STRATEGIC REPORT
INVESTING IN
OUR FUTURE
BUSINESS REVIEW
The Group’s principal activity in the
year continued to be the manufacture
of electrical components and control
equipment for industrial and
commercial capital goods. The Group
maintained its position as a speciality
supplier of equipment to lift, transport
and keypad sectors. A business review
of the Group’s operations is dealt
with below in operating highlights
and in the Chairman’s statement
on page 2.
KEY PERFORMANCE INDICATORS
The Directors believe that the key
financial performance indicators
relevant to the Group are earnings per
share, adjusted operating profit,
profit before tax and return on
equity which are stated in the five-year
review on page 13. The key non-
financial performance indicators
relevant to the Group are quality
measures and on-time deliveries to our
customers.
OPERATING HIGHLIGHTS
The hundredth and first year in the
Company’s history has been
exceptional! The first half was business
as usual. The second half was anything
but, with the Covid-19 pandemic
impacting business significantly. As a
Group, we were extremely fortunate
compared to many other businesses.
Only one of our subsidiaries, (Dewhurst
UK) closed for just three weeks. All
other businesses remained open
throughout.
Since March we have worked hard to
create a safe environment for all our
stakeholders at our various locations
around the world. That all our
companies have effectively remained
open throughout the pandemic
is a great credit to our management
team and staff. I join with our
Chairman in thanking all our
employees for their contributions in
this very challenging year. The nature
of many of our businesses is that staff
are not able to work effectively from
home, so in particular we thank our
colleagues in the UK and overseas who
continued to travel in to work when
their respective countries were in
lockdown.
The underlying reduction in demand
for office space and for hotel
accommodation is a concern. It has not
affected the construction industry this
year but it will likely have an impact in
the future. That in turn will have a
negative effect on demand for some of
our products.
UNITED KINGDOM
DEWHURST UK LIMITED
This financial year has proved to be
difficult for Dewhurst UK, with
significantly reduced demand from our
Middle East markets coupled with the
impact of the pandemic. The business
closed in late March for three weeks
and demand in the following quarter
was well below expectations. In July
we took the decision to restructure the
business, which involved a number of
redundancies.
The increased concern about viruses
around the world has created a need
for us to seek solutions to improve
safety for lift users. At Dewhurst UK
we quickly developed a touchless
solution for calling a lift at a landing
and we are in the process of launching
Concern about virus
impacts on lift users’ safety
led us to urgently develop
new products. A range
of contactless products
have been launched and
further products are in the
pipeline.
David Dewhurst
Group Managing Director
04
Contactless landing
operating panel
Perfect for new build,
modernisation or retrofit
applications with an
adjustable trigger range
for sensing.
INNOVATING
WITH OUR
HYGIENE
PLUS RANGE
Antibacterial
pushbuttons
The US91 and US95
pushbuttons are
manufactured with
antibacterial protection
to help prevent the
unwanted growth of
harmful bacteria.
two new products that provide a
solution to touchless floor designation
in the lift car.
We received our first significant order
for our Train Despatch Equipment Unit
(TDEU) which is for Birmingham New
Street station. We will be fulfilling this
order over the next two years. We also
received Network Rail approval for the
two critical components of the TDEU,
which will lead to further business in
the future.
We are continuing to invest in plant
and machinery with the commissioning
of a new semi-automatic studding
machine for our pressel plates. In the
coming year there will be significant
focus on reducing waste as we work to
minimise our carbon footprint.
TRAFFIC MANAGEMENT
PRODUCTS (TMP)
TMP continued to build on the sales
success they had generated in the
second half of last year. Throughout
the first half of the year, we were
successful in winning a number
of significant orders for our Traffic
Bollards both at home and overseas.
The hard work of the team of TMP to
create effective contacts within
Local Authority traffic departments
had paid off.
This work perhaps gained even more
importance in the second half of
the year. In May, the Government
announced that it would create an
emergency £250 million fund to
create protected cycleways throughout
05
STRATEGIC REPORT
PUTTING
CYCLISTS
FIRST
06
Britain. TMP have a wide range of
traffic separator products which are
ideally positioned to meet the needs
of the Government’s desire to make
it easier and safer for cyclists to get
around. Helped by this government
initiative demand for TMP’s cycle
products grew significantly in the
second half of the year. This
combined with a very solid first half
performance led to record sales and
profits at TMP.
A&A ELECTRICAL DISTRIBUTORS
(A&A)
A&A completed its second full year
within the Group and the integration
of the business is essentially
complete.
Sales and profits were down on last
year but as with Dewhurst UK, the
business was significantly impacted
by the pandemic. Sales in April and
May were around half of normal
levels. In June sales started to recover.
The business continued to operate
throughout the whole of the UK
lockdown period, providing a vital
role for the industry in the supply of
spares items for breakdowns
and repairs.
A&A rose to the challenge to develop
products which helped make the lift
environment a safer place. A new
range of ‘Site Essentials’ was launched
which included products such as
anti-bacterial wipes, safe space floor
stickers, surface sanitisers and face
masks.
We continue to work to develop our
e-Commerce solution and this project
has moved on well. We are looking to
launch our new site in the first quarter
of 2021.
EUROPE
DEWHURST HUNGARY
We have experienced a challenging
business environment throughout
the year at Dewhurst Hungary, with
significant variations in production
volumes.
Demand for both ATMs and ATM
spares was lower primarily due to the
pandemic and this in turn meant that
our sales and profits were down on the
previous year.
TMP City Posts
Day or night protection for cyclists.
Perfect for areas with high volumes
of traffic, rebounding back to
an upright position. It has been
rigorously tested, enduring 100
impacts at 100 kmh.
Towards the end of the year the
reliability of our current laser cutting
machine was becoming a concern. We
therefore took the decision to invest in
a new Amada Fibre Laser machine, very
similar to the machines that we have
at Dupar Controls and Dewhurst UK.
The ALC machine will also benefit from
an automated loader/unloader, which
will allow us to operate the machine
unmanned after hours. This will boost
our capacity and improve productivity.
P&R LIFT CARS (P&R)
P&R have experienced another very
busy year, with continued high demand
for their bespoke lift interiors. They
have built specialist lift interiors for a
BUILDING
FOR OUR
FUTURE
Dupar Controls
A new state-of-the-art factory
is being built for Dupar
Controls in Ontario, Canada.
The new facilities allow us
to create a more efficient
manufacturing space to cope
with long term expected
demand.
NORTH AMERICA
DUPAR CONTROLS
The year started positively at
Dupar with an improvement in the
modernisation market, however as in
the UK, Canada was impacted quite
badly by the pandemic. Revenues were
hit hard in April, May and June, which
led to full year sales being down on
last year. Good control of overheads
however meant that we managed to
achieve profits broadly in line with
last year.
Early in 2020 we broke ground on our
new facility at Boxwood Business Park
in Cambridge, Ontario, just five miles
from our existing plant. At 57,000 sq
feet, it is over twice the size of our
current facility. We envisage that it will
satisfy our manufacturing needs in
Canada for the foreseeable future.
The building is now close to
completion and we anticipate
handover in early 2021, with
manufacturing at the new site due
to commence in March. It has been
frustrating not to be able to visit the
site during the construction process
due to current travel restrictions. It has
meant that additional responsibility for
this project has been borne by George
Foleanu. He has done an excellent job
in managing the build and we look
forward to visiting the new plant when
restrictions are lifted.
ELEVATOR RESEARCH &
MANUFACTURING (ERM)
It has been a turbulent year in the
USA and perhaps even more so in Los
Angeles. However, throughout the
year the team at ERM have worked
diligently and efficiently, continuing
to focus on improving service levels to
their customers. This has led to another
year of sales and profit growth.
AUSTRALIA & ASIA
AUSTRALIAN LIFT COMPONENTS
(ALC)
After the excellent growth we achieved
last year, sales this year were broadly
flat. In the circumstances that was a
very creditable achievement. Business
was well spread across the Eastern
States and with the borders between
States shut for much of the year,
we benefitted from our local sales
presence.
07
We now have a 20,000 sq feet
warehouse, which is sufficient for our
needs for the foreseeable future. The
warehouse is located in Matraville
which is within easy reach of all the
major lift companies in Sydney.
In the late summer we restarted our
search for Tony Pegg’s replacement.
We are pleased to welcome Halen
Brown as our new General Manager.
He has a wealth of experience in the
lift industry and we wish him every
success in his new role.
DUAL ENGRAVING
Sales and profits grew at Dual
Engraving as the market in Western
Australia continued to be reasonably
buoyant.
Dual Engraving have an involvement in
many high profile local projects. One
such project is Metronet. This is the
West Australian Government’s ongoing
plan to invest in public transport
in Perth. The project involves the
construction of 18 new stations over
the next few years. Dual Engraving
have been working closely with the lift
contractor to supply interiors, fixtures
and other components for the bespoke
lift cars required for the stations.
DEWHURST HONG KONG
Good progress has been made at
Dewhurst Hong Kong over the last
year. Although sales have fallen slightly,
which is not surprising in the current
economic environment, profits have
remained more or less on a par with
last year.
We continue to strengthen our
relations with our customers in Hong
Kong and South East Asia and are
looking to introduce a number of new
products to the market over the next
twelve months.
STRATEGIC REPORT
number of high end developments this
year, such as Paramatta Square and the
new Crown Casino in Sydney.
ALC and P&R continue to benefit
from joint sales with virtually all P&R’s
interiors using lift fixtures supplied
by ALC.
LIFT MATERIAL
We were unable to recruit a suitable
candidate as General Manager at
Lift Material before the pandemic
struck, so Tony Pegg kindly delayed his
retirement. He has run the business
throughout the course of this year.
EXPANDING
OUR SAFETY
RANGE
Brass Push
Alongside our current ‘Hygiene
Plus’ pushbutton range, we have
launched a Brass Push keyring
attachment. A simple, but
effective solution to ensure safety
of all lift users.
The escalator handrail installation
business has been curtailed by the
pandemic and the subsequent closure
of State borders. This has meant that
we could only operate this element
of the business in New South Wales.
Sales and Profits at Lift Material
were reduced primarily due to these
restrictions.
We continue to promote a range of
A&A products through Lift Material
and although take up started relatively
slowly, we are beginning to see
increased traction for these products.
Lift Material moved into their new
premises at the start of the year.
08
PRINCIPAL RISKS AND UNCERTAINTIES
RISK
Operational
IMPACT
MITIGATION
Covid-19. The pandemic has forced
Governments around the world to apply
restrictions in an attempt to control the spread
of the virus. There are short term risks to sales
and the supply chain and potential longer term
impact to sales as the pipeline of new
construction and investment could be delayed.
Possible fall in sales and/or
production capacity.
Difficulty maintaining
production during
lockdowns, as well as
keeping staff and
stakeholders safe.
Implement Covid-19 secure working practices
around the Group - minimise travel, increase social
distancing, provide perspex partitions and face
coverings, implement procedures for regular hand
washing, extra cleaning, etc. Look to develop
products that reduce the spread of the virus such
as our new Hygiene Plus range and products that
complement and support Government projects
such as cycle lane delineators.
Brexit. The uncertainty around the ultimate
relationship between the UK and the EU and
how this will impact business in the UK and
trade flowing in and out of the UK.
Possible fall in sales, an
inability to plan effectively as
a business and the potential
for operations to incur
additional costs through
tariffs and transport delays.
Those businesses that import into the UK have
increased their inventory levels and our overseas
companies that import from the UK have done the
same. However this can only cover any disruption
for a limited period and we will have to do our best
to react to events as they unfold.
Business Control. The geographically diverse
nature of our business means that many
subsidiary companies are remote from our senior
management.
Reduction in control and
increased risk on individual
subsidiary’s performance.
We aim to strike a balance between autonomy and
responsibility of the local management. Senior
management generally visit all subsidiaries regularly
to maintain senior contact directly with the
business. We operate the same IT system across the
business so that information flow to management
is consistent.
Loss of a key customer. Because the Group tends
to operate in niche markets there are limited
numbers of major customers in some of these
markets.
Reduced sales and reduced
profits.
We aim to provide key customers with excellent
products and service at a competitive price. We
closely monitor our performance with these
customers to ensure we are meeting the objectives.
Problems at a key supplier.
Inability to maintain required
service levels.
Where necessary we dual source and/or hold
strategic stocks of particularly time critical key
components.
Technological change reducing demand for the
Group’s products. Our products are primarily
human machine interfaces. These are subject to
significant technological change at present. New
ways of interacting with machines are constantly
being developed. Also there is a trend towards
electronic payments, which reduces the demand
for cash and thus for cash machines.
Financial
The Group operates a defined benefit pension
scheme in the UK. This is subject to risks in
relation to liabilities caused by changes in life
expectancy and inflation. It is also subject to risks
regarding the value of and return on
investments.
Being an international Group, foreign currency is
our most significant treasury risk.
Reduced sales and reduced
profits.
We monitor our markets for innovations and
endeavour to ensure we retain a competitive
offering for our customers, supported by an active
product development programme.
Potential impact on the
balance sheet and on cash
flow.
The UK defined benefit schemes were closed to
new future accrual on 30 September 2010. Our
investment strategy is designed to diversify risk and
reduce volatility. A proportion of the liabilities are
covered by Liability Driven Investments which more
closely match the movements in the values of
liabilities.
Changes in foreign
currencies can have a
significant impact on profit
performance.
Our wide international spread reduces risk to
individual markets but inevitably increases
exchange rate risks. We aim to minimise holdings
of non-functional currencies at companies around
the Group, unless there are specific reasons. The
Group does not hedge operating profits.
09
STRATEGIC REPORT
SECTION 172(1) STAKEHOLDER COMPLIANCE STATEMENT
Section 172 of the Companies Act 2006 requires
Directors to take into consideration the interests
of stakeholders in their decision making.
They must make decisions in good faith that
they believe will most likely promote the success
of the Company for the benefit of its members
as a whole. In making these decisions the
Directors must consider, amongst other things:
• Likely long-term impact of their decisions
• Interests of employees and the need to act fairly between members of the
Company
• The reputation of the Company and relationships with customers and suppliers
• The effect on the community and environment in which the Company operates
KEY STAKEHOLDERS
HOW WE ENGAGE
Shareholders
Employees
Customers
Suppliers
Significant events/decisions 2020
EVENT/DECISION
and stakeholders considered
Covid-19 response
Shareholders, potential investors and
lenders, employees, operating
companies, customers, suppliers,
government, society.
As an AIM listed business, we have a dedicated investor website with all key
information and RNS updates. We also communicate regularly with investors
particularly after trading updates as well as at the AGM.
Normally Group senior management would have a pattern of visits to all
subsidiaries during the year. That has not been possible this year, but has been
replaced by regular video conferences. Within the individual companies there are
regular briefing sessions with employees on the performance of the company and
key decisions and issues. Larger companies have a works council to discuss
employee issues with employee representatives.
Our customers are at the heart of everything we do. We use email and social
platforms to update them about new products and regularly review any feedback
we receive to understand how we can improve their experience. This year we have
increased the use of video conferencing to replace face to face meetings.
We have personal relationships across our supply chain and update each other
through regular meetings and phone calls.
CONSIDERATIONS, ACTIONS & IMPACT
• The Board were quick to meet to understand the implications of the pandemic,
with the health and wellbeing of our employees being central to the review.
• Policy and guidance were provided to all companies, but this had to be adapted
to the local conditions in the relevant country and region.
• Local management teams were created to assist our operating companies in
safety, operational and legal matters.
• Regular updates were provided to the Board on the welfare of our employees,
potential site closures and financial and operational impact on our businesses.
• Given the uncertainty around the duration and impact of the pandemic the
Board considered a wide range of short term and medium term operational and
financial scenarios; the interests of employees, customers and suppliers were
considered as well as the financial stability of the Group for Shareholders.
• The Board decided that in the interests of customers, suppliers and employee
well-being all businesses should remain operational as long as premises could be
made safe to operate; premises were adapted to create safe spacing for our
employees and PPE was provided as appropriate.
• Although all businesses were operational, fluctuation in demand in various
regions meant that it was necessary to furlough some staff during the year; the
company maintained salaries for a period, with Government support, up to a
capped level, but later in the year it was necessary to restructure some of the
businesses to reduce overall staffing levels for the long term security of the
business and remaining employees.
10
EVENT/DECISION
and stakeholders considered
CONSIDERATIONS, ACTIONS & IMPACT
• Support from government grants in different countries allowed us to minimise
staff redundancies and secure the Group’s cash reserves and its ability to trade
through the pandemic.
• We recognised the great work that our staff have done to support our
customers during this challenging time in a variety of ways.
Maximising cash availability
Shareholders, operating companies, employees,
customers and suppliers.
• As part of our Covid response it was decided we needed to maximise the
availability of cash during the pandemic.
• We triggered any Group money held on notice accounts to be returned to
instant access bank accounts.
• Debtors were chased promptly as they fell due to minimise bad debts.
• We also wanted to ensure that we supported and treated our suppliers fairly,
so we maintained our policy of prompt payments to all our suppliers.
• We switched the financing of Dupar’s property under construction from an
internal loan to a local bank loan.
Dividend
Shareholders, potential investors,
employees, customers and suppliers.
Brexit
Customers and suppliers.
Dupar’s property construction
Shareholders, employees, customers and
suppliers.
• We did not want to maximise cash at the expense of future growth or
productivity, so we continued to invest in machinery, technologies and new
product development opportunities that support our businesses and
governments to build back stronger.
• Similarly we continued to consider opportunities to enhance shareholder
earnings such as share repurchases, for long term benefit.
• We considered the impact on our Shareholders of a change in our dividend
policy and decided that our cash reserves and Group performance allowed us to
maintain a dividend at previous levels, whilst still being prudent.
• We assessed the effect the receipt of Government grants might have on our
dividend policy, but decided it was still appropriate to pay a dividend; the grants
helped us retain jobs and provided funds for investment in the businesses
affected.
• The uncertainty about the impact of Brexit has persisted through the year.
• We have continued our regular reviews of actions that might be necessary; as a
result we have put in place additional stock at various businesses; we have also
assessed the contingency plans and readiness of suppliers and particularly our
freight suppliers.
• We are assuming there will be some disruption to supplies in the first quarter of
2021, whether there is no agreement or some agreement between the UK
Government and the EU.
• We considered whether the pausing of the construction of Dupar’s new
premises was necessary to conserve cash.
• We decided it was necessary to continue this long term project to develop
Dupar’s manufacturing capacity and support increasing customer demand across
North America.
• To minimise the impact on the Group’s liquid resources we decided to switch the
financing from a parent company loan to a local bank loan.
The information provided in the Chairman’s statement, Review of operations, Strategic report – Principal risks and uncertainties, and
the Financial review all form part of the requirement by CA2006 to be included in a strategic report.
11
FINANCIAL REVIEW
CONFIDENCE IN
OUR FUTURE
TRADING RESULTS
It is pleasing to report strong trading
results despite an extremely difficult
year due to the Covid-19 pandemic
impacting operations from the start of
2020 onwards. With local shutdowns
and travel restrictions the Group and
its staff, to their testament, adjusted
very quickly to the new ‘Covid safe’
working arrangements to continue
to manufacture products and deliver
to customers in what can only be
described as challenging times. Keypad
sales saw the biggest impact being
36% down on last year whereas we
saw a relatively modest 4% reduction
in Lift sales. However, with the UK
Government looking to ‘build back
greener’ TMP saw a 143% increase in
Transport sales in the latter part of the
year through cycle lane delineators.
Jobs and salaries were maintained as
much as possible during shutdowns
with some staff furloughed but
supported by the Company and
various Governments’ schemes around
the world. The total support from
all Governments was £1.5 million of
which £0.5 million was received in
the UK.
Overall revenue decreased by
1.5% to £55.6 million (2019: £56.4
million) but adjusted operating profit
increased by 12.1% to £8.6 million
(2019: £7.7 million).
Although a significant proportion of
the Group’s revenue and profits are
generated and held in foreign currency,
foreign exchange retranslation had
a negligible impact on the reporting
performance of the Group this year
with like-for-like revenue and profit
before tax decreasing by 2% each.
SOLID CASH POSITION
At the start of the pandemic any Group
cash ‘on notice’ was drawn back into
instant access accounts to be available
to support our trading subsidiaries.
Equally, the funding of the Dupar
building construction was switched
from an intended Group loan to a
local line of credit with our Canadian
Bank in Toronto to maximise available
Group cash if support were needed.
Despite our initial concerns, it is
pleasing to look back now, and report
Group support was not needed as our
customers and their orders returned
shortly after lockdowns were lifted for
construction and manufacturing. We
started the year with no borrowing or
bank overdraft facility and finished the
year with only a small bank borrowing
of £69k in Canada.
During the year, the Group spent £3.4
million (C$5.8 million) on the Dupar
building construction, £1.6 million
on a share repurchase as well as £0.6
million as a result of the first 12-month
SHAREHOLDERS’ RETURN
1100p
900p
700p
500p
300p
100p
Sept
2015
Sept
2016
Sept
2017
Sept
2018
Sept
2019
Sept
2020
Ordinary share price
‘A’ ordinary share price
The Group’s cash reserves
and policy of owning our
operating premises where
practicable has given
us security through this
challenging year.
Jared Sinclair
Finance Director
12
deferred consideration payment to
the former owners of A&A Electrical
Distributors Ltd (A&A). A second and
final 12-month deferred consideration
to the former owners of A&A is still to
be made in 2021. The Group ended
the year with cash of £18.1 million,
up £1.1 million from £17.0 million
in 2019.
PENSION SCHEME DEFICIT
The Company paid in a total of £1.4
million contributions into the pension
scheme during the year and despite
significant volatility in the equity
markets the pension scheme assets
outperformed expectations by
£0.7 million. Nevertheless, the scheme
deficit still increased by £0.7 million
to £11.3 million in 2020 (2019: £10.6
million) as a result of the liability
discount rate dropping and mortality
assumptions improving which both
negatively impacted the scheme deficit.
A more detailed analysis of the
retirement benefit fund assets and
liabilities movements is reported in
note 21 and all recommendations
made by the scheme’s actuary to
eliminate the scheme deficit within
an agreed timeframe have been fully
implemented.
CAPITAL MANAGEMENT AND
TREASURY POLICY
The Group defines capital as total
equity plus net debt. The objective is to
maintain a strong and efficient capital
base to support the Group’s strategic
objectives, provide optimal returns
for Shareholders and safeguard the
Group’s assets and status as a going
concern. The Group is not subject to
externally imposed capital requirements
and the Group’s philosophy is to
have minimal or no borrowing where
possible.
The Group seeks to reduce or
eliminate financial risk to ensure
sufficient liquidity is available to meet
foreseeable needs and to invest cash
assets safely and profitably. The policies
and procedures operated are regularly
reviewed and approved by the Board.
By varying the duration of its fixed
and floating cash deposits, the Group
maximises the return on interest
earned.
The Group continues to hedge foreign
currencies internally where possible
GROUP FIVE YEAR REVIEW
Continuing operations
2016
£(000)
2017
£(000)
2018
£(000)
2019
£(000)
2020
£(000)
Revenue
39,666 45,280 45,730 56,446 55,617
Adjusted operating profit*
5,303
6,007
6,013
7,700 8,630
Profit before taxation
4,886
5,729
5,253
5,244 6,740
As a percentage of total equity 19.3% 18.0% 14.2% 12.3% 15.7%
Taxation
1,598
1,347
1,710
2,149 2,061
Profit after taxation
3,288
4,382
3,543
3,095 4,679
Total equity
25,258 31,893 37,008 42,680 42,826
ROTIC1
EPS^
12.0% 12.8% 13.1% 12.5% 13.6%
38.18p 49.81p 39.41p 32.09p 51.78p
Dividends per share
11.00p 12.00p 12.50p 13.00p 13.00p
Defective parts per million
3,241 1,236 1,525 1,932 1,085
On time delivery (%)
90%
92%
90%
90%
91%
* Operating profit before goodwill write down, amortisation of acquired intangibles,
gain on property disposal and GMP equalisation.
1 ROTIC - Return on Total Invested Capital being Adjusted operating profit* / Total
invested capital. Total invested capital is total equity adjusted for net retirement benefit
obligations and the associated deferred tax, cumulative amortisation of acquired
intangibles and historical depreciation or impairments to goodwill.
^ Earnings per share (EPS) – basic and diluted.
and does not use derivatives in the
form of foreign exchange contracts to
manage its currency risk, as reported in
note 24.
DIVIDENDS
Dividends are accounted for when
paid or approved by Shareholders,
and not when proposed, therefore the
proposed final dividend for 2020 has
not been accrued at the end of the
reporting period. The total dividend for
2020 of 13.0p per share is the same
as 2019 and is covered 4.4 times by
earnings.
Following a share repurchase, there
was a reduction in the number of
allotted shares during the year, and
these have been fully reported in the
Report of the Directors on page 16.
8 December 2020
13
BOARD OF DIRECTORS
DIRECTING
OUR FUTURE
Richard Dewhurst BA (Eng Sc), ACMA
Chairman R
Age 64. Joined in 1985. Previously
with Ford Motor Co, Ernst &
Whinney, Senior Management
Consultant.
David Dewhurst BSc (Elec Eng)
Group Managing Director
Age 59. Joined in 1987. Previously
with Holmes & Marchant plc.
Jared Sinclair BSc, ACA
Finance Director and
Company Secretary
Age 50. Joined in 1997. Previously
with Moores Rowland, Chartered
Accountants, Audit Senior.
COMMITTEE MEMBERSHIP
Remuneration committee
Meets once per year
Chairman
Member
Audit committee
Meets twice per year
Chairman
R
R
A
Alan Warren, Non-executive Director,
resigned on 30 June 2020.
John Bailey
Managing Director, A&A Electrical
Distributors Ltd
Age 50. Joined in 2008. Previously
with Brett Landscaping & Building
Products, Commercial Director.
Peter Tett MA, MSc
Non-executive Director A R
Age 81. Joined in 2000. Previously
with Halma plc, Director.
14
CHAIRMAN’S CORPORATE GOVERNANCE STATEMENT
The Board of Directors of Dewhurst
believe that good corporate
governance is a central element of the
successful growth and development
of the Group. The Board and its
Committees play a key role in the
Group’s governance by providing an
independent perspective to the senior
management team, and by seeking
to ensure that an effective system of
internal controls and risk management
procedures is in place. Below
describes our corporate governance
structures and processes which
are reviewed regularly and at least
annually.
AIM Rule 26 from 28 September 2018
requires companies to report against
an adopted corporate governance
code. Dewhurst’s Board considers
that the QCA Corporate Governance
Code (“QCA Code”) is the most
suitable framework for smaller public
companies and, consequently, formally
adopted the QCA Code. The QCA
Code continues to be applied during
its financial year ended 30 September
2020.
The Board ensures that the Company
adopts proper standards of corporate
governance and, where appropriate,
the principles of best practice as set
out in the QCA Code. Set out on
our website (www.dewhurst.plc.uk)
and below is a summary of how the
Company is applying the key
requirements of the Code.
The Board comprises persons from
technical and professional qualified
backgrounds ensuring there are the
appropriate skills and capabilities
to perform their duties. These are
maintained through continuing
professional development, in-house
training and regular courses to ensure
they are up-to-date. In addition the
Directors commit all the time necessary
to fulfil their roles and there are
processes in place enabling Directors
to take independent advice at the
Company’s expense in the furtherance
of their duties and to have access
to the advice and services of the
Company Secretary.
The Board considers its Non-executive
Directors to be independent in
character and judgement; however
none are technically independent as
defined by the Code.
The full Board met eight times this year
and deals with all important aspects
of the Group’s affairs. During the year
Mr P Tett was unable to attend two
executive meetings and Mr A Warren
one meeting.
Formal executive Director performance
evaluations are conducted annually
through appraisals. Each Non-executive
Director’s performance is evaluated as
an outcome of the formal performance
evaluations of the Committee(s) of
which they are a member.
Annual performance evaluations
of both executive Directors and
Non-executive Directors (via
Committee evaluation) identify and
record achievements and areas for
improvement in relation to annual
objectives and performance of their
role, in order to consider effectiveness.
Objectives for the forthcoming year
are defined along with identification
of how achievements will be met,
target dates and details of resource
constraints or issues to ensure that
actions are planned and taken as a
result of the evaluation process. These
objectives and the performance of
the Director are monitored monthly
through formal meetings with the
Chairman or Group Managing Director.
The Committees conduct a self-
assessment of their performance
during the year, measuring their
performance against their Terms of
Reference. The Audit committee risks
and concerns are reported in the body
of the audit report, particularly the
audit approach and key audit matters
as detailed on pages 47 to 51.
In light of the size of the Board, the
Board do not consider it necessary to
establish a Nomination committee.
All members of the Board participate
in the recruitment of members to the
Board. The Remuneration committee
does not produce a formal report. The
Remuneration committee considers
Directors’ remuneration based on
market conditions, Group values and
business objectives. We seek to set
remuneration that is competitive and
motivational whilst consistent with
our values. Bonuses for Directors are
based on profit and growth in profit
and some Directors also have bonuses
based on achieving individual personal
objectives.
15
REPORT OF THE DIRECTORS
16
The Directors present their Annual
Report on the affairs of the Group
together with the financial statements
and Auditor’s Report for the year
ended 30 September 2020.
RESULTS AND DIVIDENDS
The profit for the year, after taxation,
amounted to £4.7 million (2019:
£10.2 million).
A final dividend on the Ordinary and
‘A’ non-voting ordinary shares of
9.25p per share (2019: 9.25p) for the
financial year ended 30 September
2020 will be proposed at the Annual
General Meeting (AGM) to be held on
16 February 2021. If approved, this
dividend will be paid on 24 February
2021 to members on the register at
22 January 2021. The ex-dividend date
will be 21 January 2021.
An interim dividend of 3.75p per share
(2019: 3.75p) was paid on 18 August
2020.
A final dividend on the Ordinary and
‘A’ non-voting ordinary shares of
9.25p per share (2018: 9.00p) which
amounted to £778k (2018: £758k) for
the financial year ended 30 September
2019 was approved at the AGM held
on 18 February 2020 and was paid on
26 February 2020 to members on the
register at 17 January 2020.
SHARE REPURCHASES
On 3 July 2020 the Company
purchased 327,500 of its own
‘A’ non-voting ordinary 10p shares
for £1,637,500 which were earnings
enhancing. At the time of purchase
these shares amounted to 3.9% of the
called up share capital of the Company
and have been cancelled.
Details of shares purchased have been
notified to the London Stock Exchange
and to the Registrar of Companies.
DIRECTORS
The members of the Board during the
year were:
Mr R M Dewhurst (Chairman)
Mr D Dewhurst
(Group Managing Director)
Mr J C Sinclair
Mr J Bailey
Mr P Tett (Non-executive)
Mr A Warren (Non-executive)
– resigned 30 June 2020
The Directors retiring by rotation at
this year’s Annual General Meeting
are Mr P Tett and Mr J Sinclair who,
being eligible, offer themselves for
re-election. The unexpired period of
Mr P Tett and Mr J Sinclair’s service
agreement is less than one year.
During the year and at the date of
approval of the accounts, the Group
maintained liability insurance for all
Directors.
DIRECTORS’ SHARE INTERESTS
The table below sets out the names of the persons who were Directors of the
Company during the financial year ended 30 September 2020 together with
details of their own and their families’ beneficial interests in the shares of the
Company at that date and corresponding details at 30 September 2019.
Ordinary shares
30 September 2020
‘A’ ordinary shares
30 September 2019
Ordinary shares ‘A’ ordinary shares
Mr R M Dewhurst 492,333
123,666
492,333
123,666
Mr D Dewhurst
419,595
69,932
419,595
69,932
Mr J C Sinclair
Mr J Bailey
Mr P Tett
Mr A Warren
1,000
1,000
1,000
7,936
–
–
–
9,090
1,000
1,000
1,000
7,936
–
–
–
9,090
At 30 September 2020 and 30 September 2019 there were no share options
allocated to the Directors. During the financial year no Director was materially
interested in any contract which was significant to the Group’s business.
DIRECTORS’ REMUNERATION
The remuneration of the Directors is shown below:
Salary
and fees
£(000)
Bonus Benefits Pension
in kind
£(000)
£(000)
£(000)
2020
Total
2019
Total
£(000)
£(000)
Continuing operations
Executive Directors:
Mr R M Dewhurst
124
118
Mr D Dewhurst
Mr J C Sinclair
Mr J Bailey
Non-executive Directors:
Mr P Tett
Mr A Warren
125
106
132
20
15
99
32
49
–
–
522
298
4
3
–
2
–
–
9
–
–
246
434
227
405
17
155
219
2
185
189
–
–
20
15
20
20
19
848 1,287
The calculation of Group Directors’ bonuses excludes any benefit from
government grants received.
SUBSTANTIAL SHAREHOLDINGS
At 20 November 2020, the Company
had been advised of the following
beneficial interests in excess of 3%
of the ordinary voting share capital
(other than the holdings shown under
Directors’ share interests).
Mrs V E Dewhurst
Fidelity NorthStar Fund
Mrs B Bruce
Ms E Dewhurst
Mr J H Ridley
Mr I Scott
651,000
201,300
190,208
175,333
138,500
110,000
At the same date the register shows
interests in excess of 3% of the
‘A’ non-voting ordinary share capital
(other than Directors’ holdings) of:
JIM Nominees Ltd
Mrs V E Dewhurst
Interactive Investor Services
Nominees Ltd
Pershing Nominees Ltd
Vidacos Nominees Ltd
Hargreaves Lansdown
Nominees Ltd (15942 acct)
Mr J H Ridley
620,000
518,000
319,543
287,000
248,500
182,262
153,100
EMPLOYEE INVOLVEMENT
Meetings, chaired by Managing
Directors, are held with employee
representatives. The financial position
and prospects of the Company are
discussed together with details of
investment and changes in facilities
which are planned by management.
Opportunity is given at the meetings
to question senior executives about
matters which concern the employees.
ENVIRONMENT
The Company recognises that all of its
activities have an environmental impact
and carbon footprint. Our approach is
to limit our manufacturing impact by
operating geographically close to our
end markets. We also encourage our
companies to improve their energy
efficiency. Actions that have been
taken to improve our efficiency are
the switching to LED lighting where
possible, trialling electric company
vehicles as well as installing solar
panels at one of our overseas factories.
With Covid-19 and greater restrictions
on travel there has also been an
increased use of video conferencing
rather than face to face meetings.
17
REPORT OF THE DIRECTORS
18
GHG EMISSIONS AND ENERGY USE DATA
Scope 1 – UK gas usage
Scope 1 – UK transport usage
Scope 2 – UK electricity usage
Total UK usage
2020
MWh
762
364
699
1,825
Intensity measure:
tonnes of CO2e emissions per £ millions of UK revenue
2020
Tonnes of CO2e
140
92
246
478
24.3
The methodology for gathering the
gas and electricity usage was to obtain
the MWh’s from the utility providers’
bills whereas for transport usage the
actual or calculated business miles
were obtained from expense claims
or recorded mileage forms. Both were
converted using the National Energy
Foundation’s carbon calculator.
HEALTH AND SAFETY
Regular attention is given to health and
safety with all reasonable precautions
taken to provide and maintain safe
working conditions for both employees
and visitors alike, which comply with
statutory requirements and appropriate
codes of practice. In order to minimise
the instances of occupational accidents
and illnesses detailed policies and risk
improvement programmes are regularly
updated.
EMPLOYMENT POLICIES
The Group is committed to ensuring
that:
• All employees are treated fairly and
equally irrespective of gender, ethnic
origin, religion, nationality, marital
status, sexuality or disability.
• The working environment is
conducive to achievement and
free from sexual harassment and
intimidation.
• Full and fair consideration is given to
the employment of disabled persons,
having regard to their particular
aptitudes and abilities. Wherever
possible, continuing employment
is provided for employees who
become disabled with appropriate
arrangements for re-training being
made where necessary.
• The Group has a development
policy committing it to the training
and continuous development of
its employees to develop their full
potential and to achieve a more
flexible and skilled workforce.
Dewhurst plc, the Company,
achieved IiP (Investors in People)
status which was awarded in January
2002 and has since been successfully
re-appraised on several occasions.
RESEARCH AND DEVELOPMENT
The Group continues to invest in
research and development programmes
for new products as well as new
processes and technologies to improve
overall operational effectiveness.
FINANCIAL RISKS
The Group seeks to reduce or
eliminate financial risk to ensure
sufficient liquidity is available to meet
foreseeable needs and to invest cash
assets safely and profitably. These risks
are further reported in the principal
risks and uncertainties within the
Strategic report, the Financial review
and in note 24.
GOING CONCERN
Positive steps to develop sales,
control costs and maintain a strong
cash balance have been taken by
management to ensure the Company
has adequate resources to continue
in operational existence during
this Covid-19 pandemic and for
the foreseeable future. The strong
performance, statement of position as
well as robust cash reserves lead the
Directors to continue to adopt a going
concern basis in preparing the financial
statements.
AUDITOR
The current Directors have taken all
the steps that they ought to have
taken to make themselves aware of
the assets of the Company and the
Group and hence for taking reasonable
steps for the prevention and detection
of fraud and other irregularities.
The Directors are responsible for the
maintenance and integrity of the
corporate and financial information
included on the Company’s website.
Legislation in the United Kingdom
governing the preparation and
dissemination of financial statements
may differ from legislation in other
jurisdictions.
By order of the Board
Jared Sinclair
Secretary
8 December 2020
any information needed by the Group’s
Auditor for the purposes of the audit
and to establish that the Auditor
is aware of that information. The
Directors are not aware of any relevant
audit information of which the Auditor
is unaware.
A resolution will be proposed at the
Annual General Meeting to re-appoint
Jeffreys Henry LLP as the Company’s
Auditors and to authorise the Directors
to determine their remuneration.
STATEMENT OF DIRECTORS’
RESPONSIBILITIES
The Directors are responsible for
preparing the Annual Report and the
financial statements in accordance with
applicable law and regulations.
Company law requires the Directors
to prepare financial statements for
each financial year. Under that law
the Directors have elected to prepare
the financial statements in accordance
with International Financial Reporting
Standards as adopted by the European
Union (“IFRS”). Under company law
the Directors must not approve the
financial statements unless they
are satisfied that they give a true and
fair view of the state of affairs of
the Company and the Group and of
the profit or loss of the Group for
that period. In preparing these
financial statements, the Directors are
required to:
• select suitable accounting policies
and then apply them consistently;
• make judgements and accounting
estimates that are reasonable and
prudent;
• state that the financial statements
comply with IFRS;
• prepare the financial statements on
the going concern basis unless it is
inappropriate to presume that the
Group will continue in business.
The Directors are responsible for
keeping adequate accounting
records that are sufficient to show
and explain the Company’s and the
Group’s transactions and disclose with
reasonable accuracy at any time the
financial position of the Company and
the Group and enable them to ensure
that the financial statements comply
with the Companies Act 2006. They
are also responsible for safeguarding
19
CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 30 September 2020
Continuing operations
Revenue
Operating costs
Adjusted operating profit*
Pension charge – GMP equalisation
Amortisation of acquired intangibles
Operating profit
Finance income
Finance costs
Profit before taxation
Taxation
Profit from continuing operations
Discontinued operations
Profit and gain from discontinued operations (net of tax)^
Notes
2020
£(000)
2019
£(000)
2
3
55,617
(48,654)
56,446
(51,052)
21
11
5
6
7
8,630
–
(1,667)
6,963
58
(281)
6,740
(2,061)
7,700
(639)
(1,667)
5,394
34
(184)
5,244
(2,149)
4,679
3,095
–
7,079
Profit for the period
8
4,679
10,174
Other comprehensive income:
Actuarial gains/(losses) on the defined benefit pension scheme
Deferred tax effect
Tax on items taken directly to equity
Total that will not be subsequently reclassified to income statement
Exchange differences on translation of foreign operations
Total that may be subsequently reclassified to income statement
Other comprehensive income/(expense) for the year, net of tax
Total comprehensive income for the year
Profit for the year attributable to:
Equity Shareholders of the Company
Non-controlling interests
Total comprehensive income for the year attributable to:
Equity Shareholders of the Company
Non-controlling interests
21
(1,886)
358
226
(1,302)
(215)
(4,559)
775
314
(3,470)
308
(215)
308
(1,517)
(3,162)
3,162
7,012
4,312
367
9,780
394
4,679
10,174
2,783
379
3,162
6,620
392
7,012
Basic and diluted earnings per share
Basic and diluted earnings per share – continuing operations
9
9
51.78p
51.78p
116.23p
32.09p
* Operating profit before amortisation of acquired intangibles and pension GMP equalisation (see Financial review).
^ Thames Valley Controls Ltd was disposed of on 30/09/19 and the comparative profit and gain was fully reported in the 2019 annual report and accounts.
The notes on pages 24–43 form part of these financial statements
The notes on pages 00 to 00 form part of these financial statements
20
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
For the year ended 30 September 2020
Notes
2020
£(000)
2019
£(000)
Non-current assets
Goodwill
Other intangibles
Property, plant and equipment
Right-of-use assets
Deferred tax asset
Current assets
Inventories
Trade and other receivables
Cash and cash equivalents
Total assets
Current liabilities
Trade and other payables
Borrowings
Current tax liabilities
Short-term provisions
Lease liabilities
Non-current liabilities
Retirement benefit obligation
Lease liabilities
Total liabilities
Net assets
Equity
Share capital
Share premium account
Capital redemption reserve
Translation reserve
Retained earnings
Total attributable to equity Shareholders of the Company
Non-controlling interests
Total equity
10
11
12
22
19
14
15
16
17
24
18
22
21
22
20
9,743
1,139
16,947
3,273
2,621
9,719
2,831
13,225
–
2,198
33,723
27,973
6,208
9,553
18,139
6,010
10,993
16,980
33,900
33,983
67,623
61,956
9,433
69
268
343
443
10,556
8,180
–
249
277
–
8,706
11,268
2,973
10,570
–
24,797
19,276
42,826
42,680
808
157
329
2,047
38,042
841
157
296
2,274
37,847
41,383
41,415
1,443
1,265
42,826
42,680
The financial statements were approved by the Board of Directors and authorised for issue on 8 December 2020 and were
signed on its behalf by:
Richard Dewhurst Chairman
Jared Sinclair Finance Director
Company Registration Number: 160314
The notes on pages 24–43 form part of these financial statements
The notes on pages 00 to 00 form part of these financial statements
21
CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 30 September 2020
£(000)
Share
capital
Share
premium
account
£(000)
Capital
redemption
reserve
£(000)
Translation
reserve
Retained
earnings
£(000)
£(000)
Non
controlling
interest
£(000)
Total
equity
£(000)
842
(1)
157
–
295
1
1,964
–
32,693
(82)
1,057
–
37,008
(82)
At 30 September 2018
Share repurchase
Exchange differences on
translation of foreign operations
Actuarial gains/(losses) on defined
benefit pension scheme
Deferred tax effect
Tax on items taken directly to equity
Dividends paid
Profit for the year
–
–
–
–
–
–
At 30 September 2019
Impact from IFRS 16 ‘leases’
841
–
841
(33)
At 30 September 2019 (restated)
Share repurchase
Exchange differences on
translation of foreign operations –
Actuarial gains/(losses) on defined
–
benefit pension scheme
Deferred tax effect
–
Tax on items taken directly to equity –
–
Dividends paid
–
Profit for the year
–
–
–
–
–
–
157
–
157
–
–
–
–
–
–
–
–
–
–
–
–
–
296
–
296
33
–
–
–
–
–
–
310
–
(2)
308
–
–
–
–
–
2,274
–
2,274
–
(4,559)
775
314
(1,074)
9,780
37,847
(85)
37,762
(1,637)
–
–
–
(184)
394
1,265
(11)
1,254
–
(4,559)
775
314
(1,258)
10,174
42,680
(96)
42,584
(1,637)
(227)
–
12
(215)
–
–
–
–
–
(1,886)
358
226
(1,093)
4,312
–
–
–
(190)
367
(1,886)
358
226
(1,283)
4,679
At 30 September 2020
808
157
329
2,047
38,042
1,443
42,826
The notes on pages 24–43 form part of these financial statements
The notes on pages 00 to 00 form part of these financial statements
22
Notes
2020
£(000)
2019
£(000)
CONSOLIDATED CASH FLOW STATEMENT
For the year ended 30 September 2020
Cash flows from operating activities
Operating profit – continuing operations
Operating profit – discontinued operations
Operating profit
Depreciation and amortisation
Right-of-use asset depreciation
Contributions to pension scheme, net of administration fee & GMP equalisation costs
Exchange adjustments
(Profit)/loss on disposal of property, plant and equipment
22
(Increase)/decrease in inventories
(Increase)/decrease in trade and other receivables
Increase/(decrease) in trade and other payables
Increase/(decrease) in provisions
Cash generated from operations
Interest paid
Tax paid – continuing operations
Tax paid – discontinued operations
Tax paid
Net cash from operating activities
Cash flows from investing activities
Acquisition of subsidiary undertaking
Proceeds on disposal of a subsidiary (net of cash disposed)
Proceeds from sale of property, plant and equipment
Purchase of property, plant and equipment
Development costs capitalised
Interest received
6,963
–
6,963
2,663
351
(1,366)
(33)
64
8,642
(198)
1,385
1,243
66
11,138
(2)
(1,871)
–
5,394
1,077
6,471
2,857
–
(1,800)
111
(13)
7,626
(838)
888
617
46
8,339
(1)
(1,921)
10
(1,873)
(1,912)
9,265
6,427
(624)
55
35
(4,257)
(12)
58
–
7,514
57
(5,233)
(41)
34
Net cash generated from/(used in) investing activities
(4,745)
2,331
Cash flows from financing activities
Dividends paid
Purchase of own shares
Repayment of lease liabilities including interest
Proceeds from bank borrowings
Net cash used in financing activities
9
22
24
(1,283)
(1,637)
(381)
69
(1,258)
(82)
–
–
(3,232)
(1,340)
Net increase/(decrease) in cash and cash equivalents
1,288
7,418
Cash and cash equivalents at beginning of year
Exchange adjustments on cash and cash equivalents
Cash and cash equivalents at end of year
16
16,980
(129)
9,440
122
16
18,139
16,980
The notes on pages 24–43 form part of these financial statements
The notes on pages 00 to 00 form part of these financial statements
23
NOTES TO THE ACCOUNTS
NOTE 1 ACCOUNTING POLICIES
NOTE 1 ACCOUNTING POLICIES
Basis of preparation Dewhurst plc prepares its
consolidated and Company financial statements on a going
concern basis and in accordance with International Financial
Reporting Standards (IFRS) as adopted by the European
Union (EU). The Group and Company financial statements
have been prepared in accordance with those parts of the
Companies Act 2006 that are applicable to companies
adopting IFRS. The Company is registered and incorporated
in the United Kingdom; and quoted on AIM (formerly the
Alternative Investment Market).
The principal accounting policies applied in the preparation
of these financial statements are set out below. These
policies have been consistently applied to the years
presented, unless otherwise stated. The results have been
prepared on the basis of all IFRS issued by the International
Accounting Standards Board currently effective.
With effect from 1 October 2019 the Group has adopted
the new accounting standard IFRS 16 ‘Leases’ and applied
the modified retrospective approach. IFRS 16 provides
a single on-balance sheet accounting model for lessees
which recognises a right-of-use asset, representing its
right to use the underlying asset, and a lease liability,
representing its obligations to make payment in respect of
the use of the underlying asset. The distinction between
finance and operating leases for lessees is removed.
Comparatives for the prior year have not been restated and
the reclassifications and adjustments arising from the new
leasing standard are therefore recognised in the opening
balance sheet on 1 October 2019 as follows and in note 22:
Non-current assets
Right-of-use assets
Total assets
Current liabilities
Lease liabilities
Non-current liabilities
Lease liabilities
Total liabilities
Total movement in retained earnings
as at 1 October 2019
2,764
2,764
(274)
(2,586)
(2,860)
(96)
On adoption of IFRS 16, the Group recognised liabilities
for leases which had been classified as operating leases
under previous accounting standards. The lease liability has
been measured at the present value of the remaining lease
payments, discounted using the incremental borrowing
rate as at 1 October 2019. The weighted average lessee’s
incremental borrowing rate applied to the lease liabilities on
1 October 2019 was between 3.5%-4.3%.
24
Practical expedients applied In applying IFRS 16 for
the first time, the Group has used the following practical
expedients permitted by the standard:
• Relied on previous assessments of whether leases
are onerous.
• Excluded initial direct costs for the measurement of
right-of-use assets at the date of the initial application.
• Applied the transition relief to long-term leases ending
within 12 months of the date of initial application of the
standard.
• Applied the transition relief exempting short-term leases
and low value leases.
• Used hindsight in determining the lease term where
the contract contains options to extend or terminate
the lease.
Operating lease commitments as
disclosed at 30 September 2019
Reconciling items
– Low-value leases recognised on a
straight-line basis as expense
1 Oct 2019
£(000)
1,747
(40)
– Long-term leases ending within 12 months
recognised on a straight-line basis as expense
(389)
– Recognition difference on lease changes
and extension assumptions
1 Oct 2019
£(000)
– Effect of discounting (at incremental
borrowing rate as at 1 October 2019)
Lease liability recognised
as at 1 October 2019
1,991
(449)
2,860
IMPACT ON THE INCOME STATEMENT
The impact on the income statement for the twelve
months ended 30 September 2020 is to increase
operating profit by £30k but increase finance costs by
£101k resulting in a decrease in profit before tax of £71k.
IMPACT ON THE CASH FLOW STATEMENT
There has been a change to the classification of cash
flows in the cash flow statement with operating lease
payments previously categorised as net cash used
in operations now reported within financing activities
as repayment of lease liabilities including interest.
In the twelve months to 30 September 2020 there are
£381k of lease repayments comprising £280k of
capital repayments of lease liabilities and £101k of
interest paid.
There are no standards that are not yet effective and
that would be expected to have a material impact
on the entity in the current or future reporting periods
and on foreseeable future transactions.
The financial statements have been prepared under the
historical cost convention and are presented in GB Pounds to
the nearest thousand (£’000).
Consolidation The consolidated financial statements
incorporate the results of Dewhurst plc and all of its
subsidiary undertakings made up to 30 September 2020,
adjusted to eliminate intra-group balances, transactions,
income and expenses. The Group has used the acquisition
method of accounting to consolidate the results of
subsidiary undertakings, which are included from the date of
acquisition.
Revenue Revenue is measured at the fair value of sales of
goods and services less returns and sales taxes. The Group
has analysed its business activities and applied the
five-step model prescribed by IFRS 15 to each material line
of business, as outlined below:
Sale of products The contract to provide a product is
established when the customer places a purchase order.
The performance obligation is to provide the product
requested by an agreed date, and the transaction
price is the value of the product as stated in our order
acknowledgement. The performance obligation is typically
met when the product is dispatched and so revenue is
primarily recognised for each product when dispatching
takes place. In some limited situations when the product is
complete but the customer is unable to take delivery the
performance obligation is met when the customer formally
accepts transfer of risk and control even though the product
has not been dispatched.
Sale of services The contract to provide a service is
established when the customer places a purchase order.
The performance obligation is to provide the service
requested either by an agreed date if it relates to the
servicing of a specific product or over an agreed period if
it relates to a constant access or monitoring service. The
transaction price is the value of the service as stated in our
order acknowledgement. The performance obligation for
a specific product service is typically met when the service
is performed and so revenue is recognised for each service
when the servicing takes place. The performance obligation
for a constant access or monitoring service is typically met
over a time-based measure and so revenue is recognised for
each service on a straight-line basis over the service period.
The Group has no material revenue of a servicing nature.
The Group’s revenue is from contracts with customers and
by sale of products which is further analysed within note 2 -
segment reporting.
Customer loyalty rebates The cost of customer loyalty
rebates is recognised within sales, with deferred revenue
equal to the estimated fair value of the loyalty rebate
recognised when the original transaction occurs. On
redemption, the value which has been redeemed is released
from deferred revenue.
Government grants The Group has received government
assistance income in the period as a result of the Covid-19
pandemic. Government grants are recognised where there
is reasonable assurance that the grant will be received and
that the Group will comply with the conditions attached to
them. Government grants that compensate the Group for
expenses incurred are recognised in the income statement,
as a deduction against the related expense, over the periods
necessary to match them with the related costs.
Goodwill Goodwill arising on the acquisition of a
subsidiary undertaking is the difference between the
fair value of the consideration paid and the fair value of
the assets and liabilities acquired and is recognised as
an asset and reviewed for impairment at least annually.
Any impairment is recognised immediately in the income
statement and is not subsequently reversed. On disposal of
a subsidiary, the attributable amount of goodwill is
included in the determination of the profit or loss on
disposal. Goodwill arising on acquisitions before the date
of transition to IFRS has been retained at the previous UK
GAAP amount subject to being tested for impairment at
that date.
OTHER INTANGIBLE ASSETS
Product research and development costs Research
expenditure is written off in the financial year in which it
is incurred. Development expenditure is written off in the
financial year in which it is incurred unless it satisfies the
criteria of IAS 38 for recognition as an intangible asset.
Such expenditure is capitalised in the consolidated statement
of financial position at cost and is amortised through the
consolidated income statement on a straight-line basis over
its estimated economic life of three years.
Acquired intangible assets An intangible resource
acquired with a subsidiary undertaking is recognised as an
intangible asset if it is separable from the acquired business
or arises from contractual or legal rights, is expected to
generate future economic benefits and its fair value can be
measured reliably. Acquired intangible assets, comprising
of trademarks and customer relationships, are amortised
through the consolidated income statement on a straight-
line basis over their estimated economic lives of between
three and ten years.
Property, plant and equipment Property, plant and
equipment is stated at cost or deemed cost less accumulated
depreciation and any recognised impairment loss.
Depreciation is charged so as to write off the cost over the
assets expected useful life. The depreciation rates used are:
Property (basic structure)
• 1½% – on a declining balance basis
Property (fittings)
• 5% to 20% – on a straight-line basis
Plant and equipment
• 10% to 331/3% – on a straight-line basis
INVESTMENTS IN SUBSIDIARIES
In the accounts of the Company, investments in subsidiaries
are held as non-current assets and stated at cost less
provision for impairment.
Inventories Inventories are stated at the lower of
weighted average cost and net realisable value. Cost
represents direct materials, labour and appropriate
25
NOTES TO THE ACCOUNTS
NOTE 1 ACCOUNTING POLICIES continued
production overheads on a product-by-product basis.
The Group provides 30% where there is more than one
year’s usage held and for all inventories where there is no
usage in the year. Usage is either units sold or units used as
components in manufacturing.
Taxation The tax expense represents the sum of the tax
currently payable and deferred tax. The tax currently payable
is based on taxable profit for the year. Taxable profit differs
from the net profit as reported in the income statement
because it excludes items of income or expense that are
taxable or deductible in other years and it further excludes
items that are never taxable or deductible. The Group’s
liability for current tax is calculated using tax rates that have
been enacted or substantively enacted by the end of the
reporting period. Current tax is charged or credited to the
income statement, except when it relates to items charged
to other comprehensive income (OCI), in which case the
current tax is also dealt within the OCI. As such the current
tax savings arising from the OCI element of the closed
defined benefit pension scheme deficit contributions are also
recognised in the OCI as required by IAS 12.
Deferred tax is the tax expected to be payable or recoverable
on differences between the carrying amounts of assets and
liabilities in the financial statements and the corresponding
tax bases used in the computation of taxable profit and is
accounted for using the end of the reporting period liability
method. Deferred tax liabilities are generally recognised
for all material taxable temporary differences and deferred
tax assets are only recognised to the extent that taxable
profits will be available against which deductible temporary
differences can be utilised. A deferred tax asset has been
recognised in relation to the pension scheme deficit.
Deferred tax is calculated at the tax rates that are expected
to apply in the period when the liability is settled or the
asset is realised, based upon tax rates and laws that have
been enacted or substantively enacted by the end of the
reporting period. Deferred tax is charged or credited in the
income statement, except when it relates to items charged
or credited through other comprehensive income, in which
case the deferred tax is also dealt with through other
comprehensive income.
Foreign currencies Foreign currency transactions of
individual companies are translated at the rates ruling
when they occurred. Foreign currency monetary assets and
liabilities are retranslated at the rates ruling at the end of the
reporting period. Any differences are taken to the income
statement.
The results of overseas operations are translated at the
average rates of exchange during the year and their
statement of financial positions translated into GB Pounds
at the rates of exchange ruling at the end of the reporting
period. Exchange differences which arise from translation
of the opening net assets and results of foreign subsidiary
undertakings and from translating the income statement at
an average rate are taken to other comprehensive income.
The notes on pages 00 to 00 form part of these financial statements
26
All other differences are taken to the income statement.
The treatment of tax charges or credits resulting from the
exchange differences reported above match the accounting
treatment and are either taken to other comprehensive
income or to the income statement as appropriate.
Leases The Group recognises a right-of-use asset and a
lease liability at the lease commencement date. The right-
of-use asset is initially measured at cost, comprising the
initial amount of the lease liability plus any initial direct costs
incurred and an estimate of costs to restore the underlying
asset, less any lease incentives received. The right-of-use
asset is subsequently depreciated using the straight-line
method from the commencement date to the earlier of the
end of the useful life of the asset or the end of the lease term.
The lease liability is initially measured at the present value of
the lease payments that are not paid at the commencement
date, discounted using the incremental borrowing rate.
The lease liability is measured at amortised cost using the
effective interest method by increasing the carrying amount
to reflect interest on the lease liability and by reducing the
carrying amount to reflect the lease payments made. The
lease liability is remeasured when there is a change in future
lease payments arising from a change in an index or a rate
or a change in the Group’s assessment of whether it will
exercise an extension or termination option. When the lease
liability is remeasured, a corresponding adjustment is made
to the right-of-use asset.
Payments associated with long-term leases with less than
12 months from the date of application, short-term leases or
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 mostly comprise of IT equipment and small
items of office furniture.
Employee benefits The Group operates both a defined
contribution and a defined benefit type pension scheme.
Contributions in respect of the defined contribution schemes
are charged to the income statement in the year they fall
due. The defined benefit scheme has been set up under
a trust deed with its financial assets held separately from
those of the Group and is controlled by the Trustees. The
pension cost is assessed in accordance with the advice of
an independent qualified actuary to recognise the expected
cost of providing pensions on a systematic and rational basis
over the expected remaining service lives of employees.
The liability recognised in the statement of financial position
in respect of the defined benefit pension scheme is the
present value of the defined benefit obligation at the end
of the reporting period less the fair value of scheme assets,
together with adjustments for unrecognised actuarial gains
and losses and past service costs. The defined benefit
obligation is determined by discounting the estimated future
cash outflows using interest rates of high-quality corporate
bonds approximating to the terms of the related pension
liability.
externally derived private company price index (PCPI). This
calculation is disclosed further in note 10.
Retirement benefit obligation Determining the value of
the future defined benefit obligation requires judgement in
respect of the assumptions used to calculate present values.
These include inflation, salary increases, liability discount rate
and future mortality. Management makes these judgements
in consultation with an independent actuary. Details of
the judgements made in calculating these transactions are
disclosed in note 21, along with sensitivities. The retirement
benefit obligation is most sensitive to changes in the liability
discount rate.
Key accounting estimates
Provisions Provisions have been made for obsolete
inventory, expected credit losses and product warranties.
These provisions are estimates and the actual costs and
timing of the future cash flows are dependent on future
events. Any difference between expectations and the actual
future liability will be accounted for in the period when such
determination is made. Details of provisions are set out in
notes 14, 15 and 18.
Lease term and incremental borrowing rate The Group
determines the lease term as the non-cancellable term of
the lease, together with any periods covered by an option
to extend the lease if it is reasonably certain to be exercised.
The Group is also required to determine its incremental
borrowing rate (IBR) to measure lease liabilities. Judgement
is applied based on a series of inputs including local bank
borrowing rates, country-specific base rates and credit risk
assessments of the entities involved.
Income Taxes The Group recognises expected liabilities
for tax based upon an estimation of the likely taxes due,
which requires significant judgement as to the ultimate tax
determination of certain items. The Directors determined
an element of the closed defined benefit pension scheme
payment could give rise to a potential current tax saving
which under IAS 12 is reportable in the other comprehensive
income (OCI) section of the income statement. The Directors
judged the best way to calculate this is to perform two tax
computations, with and without the OCI element, thus
determining the tax difference to be the OCI tax saving.
Details of the tax charge and deferred tax are set out in
notes 7 and 19 respectively.
Actuarial gains and losses are recognised in full in the
statement of comprehensive income. Interest on the pension
scheme’s liabilities and the expected return on the scheme’s
assets are recognised within finance costs in the income
statement.
Dividends Dividend distribution to the Company’s
Shareholders is recognised in the Group’s financial
statements in the year in which dividends are approved by
Shareholders or paid, whichever is earlier.
FINANCIAL INSTRUMENTS
Trade receivables and payables Trade receivables do
not carry any interest and trade payables are not interest
bearing. Receipts and payments occur over a short period
and are subject to an insignificant risk of changes in value.
The Group provides for all trade receivables that are more
than ninety days overdue therefore the Directors consider
the carrying amounts are stated at their fair value after
deduction of appropriate allowances for expected credit
losses.
Financial liabilities Financial liabilities incurred by the
Group are classified according to the substance of the
contractual arrangements entered into and measured at
their amortised cost.
Cash and cash equivalents Cash and cash equivalents
comprise cash on hand and short-term deposits that are
readily convertible to a known amount of cash and are
subject to an insignificant risk of changes in value. The
short-term deposits have maturities of six months or less.
Derivative financial instruments Derivative financial
instruments are measured at fair value. Changes in the
fair value of derivative financial instruments are recognised
as income or expense in the statement of comprehensive
income as they arise.
Provisions Provisions are recognised for liabilities of
uncertain timing or amount when there is a present legal
or constructive obligation that has arisen as a result of past
events, for which it is probable that an outflow of economic
benefit will be required to settle the obligation and where
the amount of the obligation can be reliably estimated (see
notes 15 and 18).
Key judgements and estimates The Group makes
judgements and assumptions concerning the future that
impact the application of policies and reported amounts.
The resulting accounting estimates calculated using these
judgements and assumptions will, by definition, seldom
equal the related actual results but are based on historical
experience and expectation of future events. The key
judgements and sources of estimation uncertainty that
have a significant effect on the amounts recognised in the
financial statements are discussed below.
KEY ACCOUNTING JUDGEMENTS
Goodwill impairment The Directors review each cash
generating unit (CGU) and calculate whether its goodwill
has suffered any impairment loss, based upon the fair
value calculation. The Directors judged the 2020 fair
value calculation to be the 2020 EBITDA multiplied by an
The notes on pages 00 to 00 form part of these financial statements
27
NOTES TO THE ACCOUNTS
NOTE 2 SEGMENT REPORTING
The Group Board assess the performance of all segments on the basis of location and reports its primary segmental
information by geographical destination.
The geographical analysis by significant regions is as follows:
United Kingdom
Europe
The Americas
Asia & Australia
Other
Inter-company sales
Finance income/(costs)
2020
£(000)
19,692
5,108
12,807
21,163
726
59,496
(3,879)
Revenue
2019
£(000)
17,407
7,847
13,921
21,342
461
60,978
(4,532)
Operating profit
2019
£(000)
2020
£(000)
1,164
197
1,849
3,699
54
6,963
(438)
927
1,299
3,697
(91)
5,394
(223)
(150)
Consolidated revenue/profit before tax for the year
55,617
56,446
6,740
5,244
United Kingdom
Europe
The Americas
Asia & Australia
Other
2020
£(000)
26,784
4,984
13,820
21,818
217
Assets
2019
£(000)
24,784
6,096
13,112
17,941
23
2020
£(000)
10,958
1,965
4,672
6,558
644
Liabilities
2019
£(000)
8,152
2,169
4,149
4,328
478
Consolidated assets/liabilities for the year
67,623
61,956
24,797
19,276
United Kingdom
Europe
The Americas
Asia & Australia
Other
Total Group
The secondary segmental reporting is by the following business sectors:
Sector
Lift
Transport
Keypad
Inter-company sales
The notes on pages 00 to 00 form part of these financial statements
28
Capital additions
2020
£(000)
334
110
4,119
1,147
21
5,731
2019
£(000)
1,751
104
1,328
3,205
7
6,395
Depreciation and
amortisation
2019
£(000)
2020
£(000)
2,231
117
224
426
16
3,014
2020
£(000)
48,501
6,139
4,856
59,496
(3,879)
2,104
130
283
329
11
2,857
Revenue
2019
£(000)
50,690
2,631
7,657
60,978
(4,532)
55,617
56,446
Lift
Transport
Keypad
Total Group
2020
£(000)
58,795
4,816
4,012
Assets
2019
£(000)
54,804
1,893
5,259
67,623
61,956
Capital additions
2019
£(000)
2020
£(000)
5,510
126
95
5,731
6,154
159
82
6,395
The Group has one major customer who accounts for £4.5 million (2019: £7.0 million) of the keypad revenue which is
split across Europe, Asia and the Americas. The qualitative aspects such as the nature, timing and uncertainty of revenue,
expenses, assets and liabilities are disclosed within the Strategic report and accounting policies.
NOTE 3 OPERATING COSTS
Movement in inventory obsolescence provision
Cost of inventories recognised as an expense
Staff costs (see note 4)
Depreciation
Amortisation
Right-of-use asset depreciation
Foreign exchange differences
Other operating charges
2020
£(000)
66
25,587
15,604
976
1,687
351
141
4,242
2019
£(000)
(16)
25,583
17,819
1,055
1,721
–
(120)
5,010
Operating costs
48,654
51,052
Other operating charges include loss on sale of property, plant and equipment £64k (2019: gain of £12k) and auditor’s
remuneration are detailed below. Expenditure on research and development was £316k (2019: £349k).
Auditor’s remuneration:
Amounts paid to Jeffreys Henry LLP
Statutory audit services
Amounts paid to BDO LLP
Pension audit services
Taxation compliance services
Other taxation advisory services
2020
£(000)
66
13
21
17
51
The Group
2019
£(000)
72
6
10
17
33
117
105
2020
£(000)
25
10
9
17
36
61
The Company
2019
£(000)
33
3
1
17
21
54
The notes on pages 00 to 00 form part of these financial statements
29
NOTES TO THE ACCOUNTS
NOTE 4 STAFF COSTS AND INFORMATION REGARDING EMPLOYEES
Costs during the year were as follows:
Wages and salaries
Social security costs
Pension costs – GMP equalisation
Pension costs – Other (see note 21)
2020
£(000)
13,824
943
–
837
The Group
2019
£(000)
15,499
1,028
639
653
15,604
17,819
2020
£(000)
The Company
2019
£(000)
661
72
–
78
811
1,280
141
639
60
2,120
The Group has utilised government support measures in the geographies in which it operates, including employee furlough
schemes and job keeper schemes. The total UK, Hong Kong, Hungarian, Canadian and Australian government grant income
recognised in the year in relation to these schemes was £1.5 million (2019: nil). These grants have been deducted against the
related wage and salary costs. There are no unfulfilled conditions or contingencies attached to these grants.
The average number of employees during the year was:
Office and management
Manufacturing
2020
No.
149
219
368
The Group
2019
No.
2020
No.
The Company
2019
No.
153
225
378
7
–
7
8
–
8
The executive Directors comprise the key management personnel of the Group and Company in both the current and
previous years.
The total amount of the Directors’ remuneration was as follows:
Emoluments - Executive Directors
Emoluments - Non-executive Directors
2020
£(000)
794
35
829
2019
£(000)
1,234
40
1,274
Two Directors also received pension payments into their defined contribution schemes totalling £19k (2019: £13k).
The emoluments of the Directors are reported on page 17 of the Report of the Directors and the remuneration of the highest
paid Director during the year was £246k (2019: £434k). The highest paid Director, under the defined benefit scheme has
accrued pension of £149k (2019: £143k) and a transfer value of £3,131k (2019: £3,643k).
NOTE 5 FINANCE INCOME
Bank deposit interest
2020
£(000)
58
2019
£(000)
34
The notes on pages 00 to 00 form part of these financial statements
30
NOTE 6 FINANCE COSTS
Interest payable on bank overdraft and loans
Interest payable on lease liabilities
Net costs on defined benefit pension scheme (note 21)
NOTE 7 TAX
Current tax
UK corporation tax at 19.0% (2019: 19.0%)
Adjustment on prior years tax
Overseas taxation
Deferred tax
Origination and reversal of temporary differences
Tax expense in the income statement
2020
£(000)
(2)
(101)
(178)
(281)
2020
£(000)
460
33
1,628
2,121
2019
£(000)
(1)
–
(183)
(184)
2019
£(000)
286
43
1,623
1,952
(60)
197
2,061
2,149
The tax assessed for the year is different from the standard rate of corporation tax in the UK. The differences are explained
below:
Profit before tax
Standard rate of corporation tax in the UK
Effects of:
Adjustments in respect of prior years
Overseas withholding tax
Different rate of tax on overseas earnings
Additional reduction for R&D expenditure
Expenses not deductible for tax purposes
Tax on items taken directly to equity
Other permanent differences
Deferred tax not recognised
Effective tax rate for the year
2020
£(000)
2019
£(000)
6,740
5,244
19.0%
19.0%
0.5%
–
8.9%
(0.5%)
5.5%
–
–
(2.8%)
0.8%
0.1%
9.6%
(0.6%)
17.0%
(6.2%)
0.3%
1.0%
30.6%
41.0%
NOTE 8 PROFIT FOR THE FINANCIAL YEAR
The Company profit for the year includes £2,476k (2019: £7,110k) of profit after tax, which has been dealt with in the
financial statements of the holding company. The Company has taken advantage of the exemption allowed under section 408
of the Companies Act 2006 and has not presented its own income statement in these financial statements.
The notes on pages 00 to 00 form part of these financial statements
31
NOTES TO THE ACCOUNTS
NOTE 9 EARNINGS PER SHARE AND DIVIDEND PER SHARE
Weighted average number of shares
For basic and diluted earnings per share
2020
No.
2019
No.
8,328,365
8,413,983
The calculation of basic and diluted earnings per share is based on the profit for the financial year of £4,312,233 and on
8,328,365 Ordinary 10p and ‘A’ non-voting ordinary 10p shares, being the weighted average number of shares in issue
throughout the financial year. There are no share options issued.
Paid dividends per 10p Ordinary share
2019 final paid of 9.25p (2018: 9.00p)
2020 interim paid of 3.75p (2019: 3.75p)
Dividends paid – The Company
Dividends paid to non-controlling interests – Dual Engraving Pty Ltd & P&R Liftcars Pty Ltd
Dividends paid – The Group
2020
£(000)
(778)
(315)
2019
£(000)
(758)
(316)
(1,093)
(190)
(1,074)
(184)
(1,283)
(1,258)
The final proposed dividend is based on 3,309,200 Ordinary 10p shares and 4,772,198 ‘A’ non-voting ordinary 10p shares,
being the latest number of shares in issue. The Directors are proposing a final dividend of 9.25p (2019: 9.25p) per share,
totalling £748k (2019: £778k). This dividend has not been accrued at the end of the reporting period.
NOTE 10 GOODWILL
Cost or valuation:
At 1 October
Exchange adjustment
Additions on acquisition of subsidiaries
At 30 September
Impairment:
At 1 October
Exchange adjustment
At 30 September
Net book value:
At 30 September
2020
£(000)
The Group
2019
£(000)
16,535
(20)
–
15,332
82
1,121
16,515
16,535
6,816
(44)
6,772
6,734
82
6,816
9,743
9,719
Goodwill is allocated at acquisition to the business units that are expected to benefit from that acquisition.
The remaining goodwill relates to five CGUs, four in Australia, Australian Lift Components Pty Ltd acquired in February 2000
- £1,139k (2019: £1,132k), Lift Material Australia Pty Ltd acquired in July 2005 – £811k (2019: £807k), Dual Engraving Pty
Ltd acquired in February 2013 – £1,266k (2019: £1,259k), P&R Liftcars Pty Ltd acquired in January 2019 – £1,107k (2019:
£1,101k) and one in the UK, A&A Electrical Distributors Ltd acquired in June 2018 – £5,420k (2019: £5,420k).
Goodwill values have been tested for impairment by comparing them against the fair value of the relevant CGUs. The fair
value calculations for 2020 are based on 2020 EBITDA profits multiplied by an externally derived private company price index
(PCPI). The goodwill impairment charge that arose during the current year is nil (2019: nil) and the calculations indicate
sufficient headroom such that a 15% change to key assumptions would not result in an impairment of the related goodwill.
The notes on pages 00 to 00 form part of these financial statements
32
NOTE 11 OTHER INTANGIBLES
2020
Acquired
intangibles
£(000)
2020
Other
2020
Total
£(000)
£(000)
2019
Acquired
intangibles
£(000)
2019
Other
The Group
2019
Total
£(000)
£(000)
5,878
5
–
–
5,883
3,100
5
1,667
–
4,772
1,111
2,778
1,008
(3)
12
(393)
6,886
2
12
(393)
5,878
–
–
–
962
5
41
–
624
6,507
5,878
1,008
955
(3)
20
(376)
4,055
2
1,687
(376)
596
5,368
1,433
–
1,667
–
3,100
897
4
54
–
955
6,840
5
41
–
6,886
2,330
4
1,721
–
4,055
28
53
1,139
2,778
2,831
4,445
53
65
2,831
4,510
Cost or valuation:
At 1 October
Exchange adjustment
Additions
Disposals
At 30 September
Amortisation:
At 1 October
Exchange adjustment
Charge for the year
Disposals
At 30 September
Net book value:
At 30 September 2020
At 30 September 2019
All amortisation has been charged to the statement of comprehensive income through operating costs and no intangible
items are held as security.
The notes on pages 00 to 00 form part of these financial statements
33
NOTES TO THE ACCOUNTS
NOTE 12 PROPERTY, PLANT AND EQUIPMENT
Property
£(000)
Plant and
equipment
£(000)
The Group
Total
Property
£(000)
£(000)
Plant and
equipment
£(000)
The Company
Total
£(000)
Cost or valuation:
At 30 September 2018
Exchange adjustment
Additions
Disposals
At 30 September 2019
Exchange adjustment
Additions
Disposals
8,522
67
3,871
–
12,460
(107)
4,036
–
8,907
111
1,362
(910)
9,470
(87)
855
(387)
17,429
178
5,233
(910)
21,930
(194)
4,891
(387)
At 30 September 2020
16,389
9,851
26,240
Depreciation:
At 30 September 2018
Exchange adjustment
Charge for the year
Disposals
At 30 September 2019
Exchange adjustment
Charge for the year
Disposals
1,825
21
202
–
2,048
(18)
196
–
6,333
83
934
(693)
6,657
(65)
780
(305)
8,158
104
1,136
(693)
8,705
(83)
976
(305)
At 30 September 2020
2,226
7,067
9,293
Net book value:
6,197
–
–
–
6,197
–
–
–
6,197
897
–
111
–
1,008
–
107
–
1,115
At 30 September 2020
14,163
2,784
16,947
5,082
At 30 September 2019
10,412
2,813
13,225
5,189
172
–
9
–
181
–
85
–
266
143
–
10
–
153
–
16
–
169
97
28
6,369
–
9
–
6,378
–
85
–
6,463
1,040
–
121
–
1,161
–
123
–
1,284
5,179
5,217
Included within property additions above is £4.0 million (2019: nil) of assets under construction, being the new Dupar
Controls property. Capital commitments contracted by the Group at 30 September 2020 for property, plant and equipment
amounted to £2,165k (2019: £200k) and by the Company is nil (2019: nil).
The notes on pages 00 to 00 form part of these financial statements
34
NOTE 13 INVESTMENTS – SHARES IN SUBSIDIARY UNDERTAKINGS
The Company
Investments (Ordinary shares) are:
Cost
Provision for impairment
Disposal (Thames Valley Controls Ltd)
Investments in subsidiary undertakings are:
Cost (after provision for impairment):
Dewhurst UK Ltd
A&A Electrical Distributors Ltd
Thames Valley Controls Ltd
Traffic Management Products Ltd
Dewhurst (Hungary) Kft
Dupar Controls Inc.
The Fixture Company
Elevator Research Manufacturing Corp.
Australian Lift Components Pty Ltd
P&R Liftcars Pty Ltd
Lift Material Australia Pty Ltd
Dual Engraving Pty Ltd
Dewhurst Australian Property Pty Ltd
Dewhurst (Hong Kong) Ltd
Disposal
Thames Valley Controls Ltd (sold on 30/09/2019)
2020
£(000)
22,354
(7,002)
–
2019
£(000)
22,654
(7,002)
(300)
15,352
15,352
2020
£(000)
2019
£(000)
–
10,886
–
–
72
35
–
–
1,798
933
85
1,445
97
1
–
10,886
300
–
72
35
–
–
1,798
933
85
1,445
97
1
15,352
15,652
–
(300)
15,352
15,352
The Company has eleven wholly-owned trading subsidiaries, Dewhurst UK Ltd, A&A Electrical Distributors Ltd and Traffic
Management Products Ltd (TMP), registered and principally operating in England, Dewhurst (Hungary) Kft, registered and
principally operating in Hungary, Dupar Controls Inc., registered and principally operating in Canada, The Fixture Company
and Elevator Research Manufacturing Corp. (ERM) registered and principally operating in the United States of America,
Australian Lift Components Pty Ltd, Lift Material Australia Pty Ltd and Dewhurst Australian Property Pty Ltd, all registered
and principally operating in Australia and Dewhurst (Hong Kong) Ltd registered and principally operating in Hong Kong. Dual
Engraving Pty Ltd and P&R Liftcars Pty Ltd which principally operate in Australia are not wholly owned but instead are owned
70% and 75% respectively. Dewhurst Middle East Elevator Accessories LLC is also not wholly owned but instead owned 49%
because as required by UAE law 51% must be held by a registered UAE national who has waived their rights to control and
any profits generated. All companies have similar principal activities to Dewhurst plc, except TMP which operates solely in the
transport sector and Dewhurst Australian Property Pty Ltd, which operates solely to hold Australian Lift Components Pty Ltd’s
and Lift Material Australia Pty Ltd properties.
In addition to the trading companies above the following dormant companies are also subsidiaries of the Group - Dewhurst
& Partner Ltd, Dewhurst UK Manufacturing Ltd, Dewhurst Hounslow Property Ltd, Dewhurst Flint Unit 15 Property Ltd,
Dewhurst Flint Unit 37 Property Ltd, Dewhurst Middle East Ltd, Switching Components Ltd, LiftStore Ltd, Thames Valley Lift
Company Ltd, TMP Solutions Ltd & TMP Professional Services Ltd.
The notes on pages 00 to 00 form part of these financial statements
35
NOTES TO THE ACCOUNTS
NOTE 14 INVENTORIES
Raw materials and components
Work-in-progress
Finished goods and goods for re-sale
2020
£(000)
1,519
672
4,017
6,208
The Group
2019
£(000)
2020
£(000)
The Company
2019
£(000)
1,832
589
3,589
6,010
–
–
–
–
–
–
–
–
Inventory above is shown net after an obsolete impairment provision of £908k (2019: £842k). There is no material difference
between the replacement cost of inventories and the amounts stated above.
NOTE 15 TRADE AND OTHER RECEIVABLES
Trade receivables
Amounts due from subsidiary undertakings (note 23)
Other receivables
Prepayments and accrued income
2020
£(000)
9,178
–
–
375
The Group
2019
£(000)
10,583
–
194
216
9,553
10,993
2020
£(000)
The Company
2019
£(000)
2
–
16
47
65
–
1,961
62
19
2,042
Trade receivables which relate solely to contracts with customers are shown net of provision for impairment. As a result of the
increased risks perceived from Covid-19 this year the Group increased its provision for impairment by £200k (2019: nil). The
movements in the provision for impairment of trade receivables were as follows:
At 1 October
Charge for the year
Foreign exchange
Costs recovered / (incurred)
At 30 September
2020
£(000)
334
80
(12)
(6)
396
The Group
2019
£(000)
2020
£(000)
The Company
2019
£(000)
173
168
(8)
1
334
–
–
–
–
–
–
–
–
–
–
At the end of the reporting period the ageing analysis of trade receivables, with normal terms being 30 days net monthly, not
provided for was as follows:
As at 30 September 2020
As at 30 September 2019
These receivables are of good credit quality.
Total
£(000)
9,178
10,583
Within
terms
£(000)
7,708
8,273
Up to 1
month
overdue
£(000)
1,123
1,822
Up to 2
months
overdue
£(000)
283
244
Over 2
months
overdue
£(000)
64
244
The notes on pages 00 to 00 form part of these financial statements
36
NOTE 16 CASH AND CASH EQUIVALENTS
Cash
NOTE 17 TRADE AND OTHER PAYABLES
Trade payables
Other taxes and social security costs
Other payables
Accruals and deferred income
2020
£(000)
The Group
2019
£(000)
18,139
16,980
18,139
16,980
2020
£(000)
8,732
8,732
The Company
2019
£(000)
9,383
9,383
2020
£(000)
2,835
1,152
1,239
4,207
9,433
The Group
2019
£(000)
2020
£(000)
The Company
2019
£(000)
1,700
864
1,587
4,029
8,180
12
14
761
330
1,117
13
15
1,383
944
2,355
The Directors consider that the carrying amount of trade and other payables approximates to their fair value.
NOTE 18 SHORT-TERM PROVISIONS
Warranty provisions
2020
£(000)
343
The Group
2019
£(000)
277
2020
£(000)
–
The Company
2019
£(000)
–
Warranties, which relate to product or service defects identified within 12 months of invoice, are provided in the normal
course of business based on current issues and are costed on an assessment of future claims with reference to past claims.
The provision is in relation to replacement and change-out costs and although it is not possible to estimate the timing of
crystallisation of the potential liability it is expected that it will be utilised during the coming year. Amounts charged to the
Group income statement during the year were £101k (2019: £126k). Amounts utilised by the Group in the year were £35k
(2019: £59k). There were no amounts charged or utilised this year or last year by the Company.
NOTE 19 DEFERRED TAXATION
Deferred tax asset:
At 1 October
Transfer directly (to)/from other comprehensive income
Foreign exchange on deferred tax
Transfer (to)/from income statement
At 30 September
Deferred tax at 30 September relates to the following:
Defined benefit pension scheme
Provisions
Deferred tax asset
The notes on pages 00 to 00 form part of these financial statements
2020
£(000)
2,198
358
5
60
2,621
2020
£(000)
2,141
480
2,621
The Group
2019
£(000)
1,639
775
(20)
(196)
2020
£(000)
1,797
358
–
(14)
The Company
2019
£(000)
1,297
775
–
(275)
2,198
2,141
1,797
The Group
2019
£(000)
1,797
401
2,198
2020
£(000)
2,141
–
2,141
The Company
2019
£(000)
1,797
–
1,797
37
NOTES TO THE ACCOUNTS
NOTE 20 SHARE CAPITAL
Authorised:
Shares of 10p each – 4,500,000 Ordinary
– 9,000,000 ‘A’ non-voting ordinary
Allotted and fully paid:
Shares of 10p each – 3,309,200 (2019: 3,309,200) Ordinary
– 4,772,198 (2019: 5,099,698) ‘A’ non-voting ordinary
2020
£(000)
450
900
2019
£(000)
450
900
1,350
1,350
2020
£(000)
331
477
808
2019
£(000)
331
510
841
The Ordinary shares and the ‘A’ non-voting ordinary shares rank in all respects pari passu except that the ‘A’ non-voting
ordinary shares do not carry the right to receive notices, attend or vote at meetings of the Company.
The share premium reserve arose when shares were issued and sold at above the par value, the capital redemption reserve
was created on the repurchase and cancellation of the Company’s own shares and the translation reserve represents the
cumulative foreign exchange differences on the translation of the net assets of the Group’s foreign operations from their
functional currency to the presentation currency of the parent.
NOTE 21 RETIREMENT BENEFIT OBLIGATION
The Group operates pension schemes in the UK, Canada, USA, Australia and Hong Kong, and also complies with Hungarian
state legislation in relation to retirement provision. During the year the UK operated both defined contribution schemes, the
assets of which are held in independently administered funds, and a defined benefit scheme, the assets of which are held
in Trustee administered funds. The total pension cost for the Group was £837k (2019: £1,452k). All, apart from nil (2019:
£639k) relating to defined benefit pension scheme GMP equalisation and £42k (2019: £27k) of defined benefit pension
protection fund levy fees relates to defined contribution schemes. The active UK, Hungarian, Canadian, USA, Australian and
Hong Kong schemes are of the defined contribution type and the cost to the Group amounted to £795k (2019: £786k). There
was an accrued charge of £20k at the end of the reporting period in respect of the defined benefit scheme (2019: an accrual
of £17k). On 30 September 2010 the Company closed the defined benefit scheme to future accrual and offered all existing
members future pension benefits in a new Group defined contribution scheme. There were contributions during the year of
£1,404k into the defined benefit scheme (2019: £1,404k along with an additional payment of £1,100k as a condition of a
Flexible Apportionment Arrangement (FAA) to transfer TVC’s defined benefit pension scheme obligations to Dewhurst plc.)
and the contributions for next year will be £1,404k. The funding policy is to review triennially the funding position with the
actuary and from that review the Trustees, Company and actuary agree the funding arrangements for the next three years.
The next triennially review is in June 2021.
On 20 November 2020, the High Court ruled that pension schemes will need to revisit individual transfer payments made
since 17 May 1990 to check if any additional value needs to be transferred as a result of GMP equalisation. This will be
reviewed by the actuary in 2021, though it is not currently possible to quantify the impact.
The pension cost relating to the UK defined benefit scheme is assessed in accordance with the advice of qualified actuaries
using the new scheme specific funding regime. The latest actuarial valuation of the scheme was on 1 June 2018. It has been
assumed that future investment yields would be at 3.7% per annum (pre-retirement) and 2.2% (post-retirement).
At the date of the latest actuarial valuation of the UK scheme, the market value of the assets of the scheme
were £37.4 million (2015: £30.2 million) and the funding level on the on-going valuation basis was 78% (2015: 70%).
The 2018 actuarial valuation takes account of secured pensioners when assessing the assets and liabilities of the fund.
All the recommendations made by the scheme’s actuary to eliminate the scheme deficit have been fully implemented.
The notes on pages 00 to 00 form part of these financial statements
38
IAS 19 Employee benefits
Under IAS 19 a snapshot is taken of the retirement benefit fund assets and liabilities to coincide with the Company’s financial
year-end. Thus movements in equity and bond markets and in discount rates may create some volatility in the calculation of
the scheme assets and liabilities. The weighted average duration of the liabilities is 18 years and payments from the scheme
assets are made on a monthly basis.
Assumptions
The following actuarial assumptions, updated to 30 September 2020 by the scheme actuary and taking account of Covid-19,
have been used in preparing the disclosures required under IAS 19:
Retail price index expected to rise by
Pensionable salaries will increase by
Deferred pensions and pensions in payment will increase by
Liabilities discounted at a rate of
Expected return on pension scheme assets
Expected lifetime for a member retiring at the accounting date – for males
– for females
Future expected lifetime for a member retiring in 20 years’ time – for males
– for females
The sensitivities regarding the principal assumptions used are set out below:
Assumption
Change in assumption
Liability Discount Rate
Rate of inflation (RPI)
Rate of mortality
Increase/decrease by 0.1%
Increase/decrease by 0.1%
Increase/decrease by 1 year
2020
2019
2.90%
n/a
2.90%
1.60%
1.60%
22.2 yrs
24.1 yrs
23.5 yrs
25.7 yrs
3.05%
n/a
3.05%
1.80%
1.80%
21.5 yrs
23.4 yrs
22.8 yrs
24.9 yrs
Impact on plan liabilities
Decrease/increase by 1.8%
Increase/decrease by 0.8%
Increase/decrease by 3.3%
IAS 19 requires the value of annuities purchased in respect of pensioners and widow(er)s to be taken into current year
calculations.
Equities
Bonds
Other
Total fair value of scheme assets
Present value of scheme liabilities
Scheme deficit
Related deferred tax asset
Net pension liability
Fair value at
30 Sept 2020
£(000)
Fair value at
30 Sept 2019
£(000)
Fair value at
30 Sept 2018
£(000)
35,157
7,150
3,482
45,789
(57,057)
(11,268)
2,141
28,756
8,773
6,179
43,708
(54,278)
(10,570)
1,797
21,197
12,858
3,649
37,704
(45,332)
(7,628)
1,297
(9,127)
(8,773)
(6,331)
The amounts charged to operating profit in relation to current service costs (GMP Equalisation) are £nil (2019: £639k and
2018: £nil).
Amounts charged to other finance costs:
Interest on pension scheme assets
Interest on pension scheme liabilities
Net benefit/(cost)
The notes on pages 00 to 00 form part of these financial statements
2020
£(000)
792
(970)
(178)
2019
£(000)
1,097
(1,280)
2018
£(000)
946
(1,234)
(183)
(288)
39
NOTES TO THE ACCOUNTS
NOTE 21 RETIREMENT BENEFIT OBLIGATION continued
Amounts recognised in the statement of comprehensive income (SOCI):
Experience gains and losses arising on the scheme assets
Experience gains and losses arising on the scheme liabilities
Changes in assumptions underlying the present value of the scheme liabilities
2020
£(000)
754
133
(2,773)
2019
£(000)
3,346
–
(7,905)
Actuarial gains/(losses) recognised in SOCI
(1,886)
(4,559)
History of experience gains and losses:
Experience gains and losses arising on the scheme assets
Percentage of scheme assets
Experience gains and losses on scheme liabilities
Percentage of the present value of scheme liabilities
Total amount recognised in SOCI
Percentage of the present value of scheme liabilities
The movement in the scheme assets, liabilities and the net deficit are as follows:
2020
£(000)
754
1.6%
133
(0.2%)
(1,886)
3.3%
2019
£(000)
3,346
7.7%
–
0%
(4,559)
8.4%
2018
£(000)
177
607
2,296
3,080
2018
£(000)
177
0.5%
607
(1.3%)
3,080
(6.8%)
Deficit in scheme at 1 October
Movement in the year:
Benefits paid
Contributions
Administration charge
Current Service Costs (GMP equalisation)
Other finance costs
Actuarial gains/(losses)
2020
Assets
£(000)
2020
Liabilities
£(000)
2020
Total
£(000)
2019
Total
£(000)
2018
Total
£(000)
43,708
(54,278)
(10,570)
(7,628)
(11,751)
(831)
1,404
(38)
–
792
754
831
–
–
–
(970)
(2,640)
–
1,404
(38)
–
(178)
(1,886)
–
2,504
(65)
(639)
(183)
(4,559)
–
1,404
(73)
–
(288)
3,080
Deficit in scheme at 30 September
45,789
(57,057)
(11,268)
(10,570)
(7,628)
Included in retained earnings is £18,268k (2019: £16,382k) being the cumulative actuarial losses on the defined benefit
pension scheme.
The notes on pages 00 to 00 form part of these financial statements
40
NOTE 22 RIGHT-OF-USE ASSETS AND LEASE LIABILITIES
Right-of-use assets
Cost or valuation:
At 30 September 2019
Impact from IFRS 16 ‘Leases’ (note 1)
At 1 October 2019
Exchange adjustment
Additions
At 30 September 2020
Depreciation:
At 30 September 2019
Exchange adjustment
Charge for the year
At 30 September 2020
Net book value:
At 30 September 2020
At 30 September 2019
Lease liabilities
Cost or valuation:
At 30 September 2019
Impact from IFRS 16 ‘Leases’ (note 1)
At 1 October 2019
Exchange adjustment
Additions
Interest
Repayments
At 30 September 2020
Of which:
Current lease liabilities
Non-current lease liabilities
Property
£(000)
Plant and
equipment
£(000)
2020
Total
£(000)
2019
Total
£(000)
–
2,732
2,732
34
807
3,573
–
2
331
333
3,240
–
–
32
32
–
21
53
–
–
20
20
33
–
–
2,764
2,764
34
828
3,626
–
2
351
353
3,273
–
–
–
–
–
–
–
–
–
–
–
–
–
2020
£(000)
2019
£(000)
–
2,860
2,860
8
828
101
(381)
3,416
443
2,973
3,416
–
–
–
–
–
–
–
–
–
–
–
41
Of the non-current lease liabilities £1,901k falls due in the next 2 to 5 years and £1,072k after 5 years. Other operating
charges include short-term leases paid and expensed on a straight-line basis of £239k as well as, under transitional rules,
long-term leases ending within 12 months of £212k.
The notes on pages 00 to 00 form part of these financial statements
NOTES TO THE ACCOUNTS
NOTE 23 RELATED PARTIES
The controlling party of the Group is Dewhurst plc. Transactions between the Company and its subsidiaries, which are
related parties to the Company, have been eliminated on consolidation. However during the year, in the Company’s financial
statements, there have been the following transactions: group management charges, interest on loans at floating rates on a
commercial basis and dividend income received. All transactions are settled by cash. Any loans given are secured on the assets
of the relevant company and repayable on demand.
Company related party transactions
Management charges to subsidiaries
Rent from A&A Electrical Distributors Ltd Retirement Benefit Scheme 1
Rent charges to subsidiaries
Interest income received
Expected credit losses charged to income statement
Dividend income received
Dividends paid to Directors
Loans and trade receivables due
2020
£(000)
1,076
183
150
54
(980)
2,889
146
980
2019
£(000)
1,359
220
230
86
(1,200)
1,403
144
3,161
1 Mr Alan Warren, a Trustee of A&A Electrical Distributors Ltd Retirement Benefit Scheme and Director of Dewhurst plc, rented
premises to A&A Electrical Distributors Ltd for the 12 months to September 2020 for £183k (2019: £220k). The annual rent is
paid quarterly in advance.
NOTE 24 FINANCIAL INSTRUMENTS
The Group’s policies towards using financial instruments to manage interest rate, liquidity and currency exposure risks
are explained in the Financial review on page 12. The Group defines capital as total equity plus net debt. The objective
is to maintain a strong and efficient capital base to support the Group’s strategic objectives, provide optimal returns for
Shareholders and safeguard the Group’s assets and status as a going concern. The Group is not subject to externally imposed
capital requirements.
Credit risk
The Group is mainly exposed to credit risk from credit sales. It is Group policy, implemented locally, to assess the credit risk of
new customers before entering contracts. Such credit ratings, taking into account local business practices, are then factored
into any contracts. Credit risk also extends to the banks utilised by the Group. The majority of cash deposits were held by the
RBS NatWest bank £4.7 million (2019: £12.1 million) and the Santander bank £8.6 million (2019: £0.4 million) at the year end
and these banks’ credit ratings (long term) with Standard & Poor were A & A respectively.
Interest risk
The Group is exposed to interest risk but purely on bank deposits. It is Group policy to maximise the return on interest earned
whilst taking adequate steps to monitor the viability of the bank and safeguarding the assets of the Group.
Foreign exchange risk
The Group is exposed to foreign exchange risk both on a transactional and translational basis. The Group looks to mitigate
transactional foreign exchange risk by trying to balance its trade in foreign currencies and only hold sufficient currencies to
meet its future needs.
The sensitivities regarding the foreign exchange rate translation however are set out below:
Metric
Group Revenue
Group Profit
Group Net Assets
Change in GB Pounds
Translational Impact
Weaken/strengthen by 10%
Weaken/strengthen by 10%
Weaken/strengthen by 10%
Increase/decrease by 3.8%
Increase/decrease by 5.1%
Increase/decrease by 3.1%
The Group did not use forward contract derivatives to manage credit risk during the year.
The notes on pages 00 to 00 form part of these financial statements
42
Liquidity risk
At the end of the reporting period the ageing analysis of financial liabilities, with normal terms for trade payables being
30 days net monthly, was as follows:
As at 30 September 2020
As at 30 September 2019
Total
£(000)
8,171
7,257
Within one
year
£(000)
Within one
to two years
£(000)
Over two
years
£(000)
7,838
6,233
–
754
333
270
Currency and interest rate exposure of financial assets and liabilities
The cash and cash equivalent amount of £18,139k (2019: £16,980k) is made up of cash of £18,139k (2019: £16,980k) and
short-term deposits of nil (2019: nil). The cash was invested at overnight rates based on the relevant national LIBOR. Of the
cash, £13,125k (2019: £11,220k) is denominated in GB Pounds with the balance of £5,014k (2019: £5,760k) held in foreign
currencies. Other financial assets and liabilities do not attract interest.
Currency and interest profile
GB Pounds
AUS Dollars
US Dollars
CAN Dollars
Other
Floating
rate
assets
£(000)
11,220
2,634
1,074
1,742
310
At 30 September 2019
16,980
GB Pounds
AUS Dollars
US Dollars
CAN Dollars
Other
13,125
3,570
1,243
(17)
218
At 30 September 2020
18,139
Fixed
rate
assets
£(000)
–
–
–
–
–
–
–
–
–
–
–
–
Interest
free
assets
£(000)
3,278
3,463
2,288
1,430
124
The Group
Interest
free
liabilities
£(000)
704
498
135
169
194
Floating
rate
assets
£(000)
9,383
–
–
–
–
10,583
1,700
9,383
3,940
2,673
1,150
1,211
203
1,053
483
895
149
255
8,728
–
4
–
–
9,177
2,835
8,732
Fixed
rate
assets
£(000)
The Company
Interest
free
liabilities
£(000)
Interest
free
assets
£(000)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
3
–
–
–
–
3
13
–
–
–
–
13
12
–
–
–
–
12
The only operations that hold material monetary assets and liabilities in currencies other than their functional currency
are Traffic Management Products Ltd (TMP), Dupar Controls Inc and Dewhurst (Hungary) Kft. TMP holds trade payables
denominated in US Dollars with a balance of £650k (2019: £nil), Dupar holds trade receivables denominated in US Dollars
with a balance of £183k (2019: £158k), Dewhurst (Hungary) Kft holds trade receivables denominated in US Dollars with a
balance of £525k (2019: £1,719k) and trade payables denominated in Euros with a balance of £30k (2019: £113k).
Fair value of financial instruments
Fair value is defined as the amount at which a financial instrument could be exchanged in an arm’s length transaction
between informed and willing parties, excluding accrued interest, and is calculated by reference to market rates discounted to
current value. Accordingly, the Directors believe that there is no material difference between the carrying amount and the fair
value of its financial instruments.
Borrowings – bank lines of credit
The Group through Dupar Controls Inc has two lines of credit at the year end whilst it builds its new premises. There is a
£1.5 million (C$2.5 million) operating line of credit bearing interest at Canadian prime plus 0.5% and at the year end the
amount borrowed was £69k (2019: no facility). In addition to this, Dupar also has a £3.5 million (C$6.0 million) construction
line of credit bearing interest at Canadian prime plus 1.0% and at the year end the amount borrowed was £nil (2019: no
facility). These credit facilities are secured by a general security agreement, as well as collateral mortgages on the commercial
properties of Dupar Controls Inc.
The notes on pages 00 to 00 form part of these financial statements
43
COMPANY FINANCIAL STATEMENTS
COMPANY STATEMENT OF CHANGES IN EQUITY
For the year ended 30 September 2020
At 30 September 2018
Share repurchase
Actuarial gains/(losses)
on defined benefit pension scheme
Deferred tax effect
Dividends paid
Profit for the year
At 30 September 2019
Share repurchase
Actuarial gains/(losses)
on defined benefit pension scheme
Deferred tax effect
Dividends paid
Profit for the year
Share
capital
account
£(000)
842
(1)
Share
premium
reserve
£(000)
157
–
–
–
–
–
841
(33)
–
–
–
–
–
–
–
–
157
–
–
–
–
–
Capital
redemption
Retained
earnings
Total
equity
£(000)
£(000)
£(000)
295
1
–
–
–
–
296
33
–
–
–
–
17,402
(82)
(4,559)
775
(1,074)
7,110
19,572
(1,637)
(1,886)
358
(1,093)
2,476
18,696
(82)
(4,559)
775
(1,074)
7,110
20,866
(1,637)
(1,886)
358
(1,093)
2,476
At 30 September 2020
808
157
329
17,790
19,084
The notes on pages 24–43 form part of these financial statements
The notes on pages 00 to 00 form part of these financial statements
44
COMPANY STATEMENT OF FINANCIAL POSITION
At 30 September 2020
Non-current assets
Property, plant and equipment
Deferred tax asset
Investments in subsidiaries
Current assets
Trade and other receivables
Cash and cash equivalents
Total assets
Current liabilities
Trade and other payables
Non-current liabilities
Retirement benefit obligation
Total liabilities
Net assets
Equity
Share capital
Share premium account
Capital redemption reserve
Retained earnings
Total equity
Notes
2020
£(000)
2019
£(000)
12
19
13
15
16
17
5,179
2,141
15,352
5,217
1,797
15,352
22,672
22,366
65
8,732
2,042
9,383
8,797
11,425
31,469
33,791
1,117
1,117
2,355
2,355
21
11,268
10,570
12,385
12,925
19,084
20,866
20
808
157
329
17,790
841
157
296
19,572
19,084
20,866
The financial statements were approved by the Board of Directors and authorised for issue on 8 December 2020 and were
signed on its behalf by:
Richard Dewhurst Chairman
Jared Sinclair Finance Director
Company Registration Number: 160314
The notes on pages 24–43 form part of these financial statements
The notes on pages 00 to 00 form part of these financial statements
45
COMPANY FINANCIAL STATEMENTS
COMPANY CASH FLOW STATEMENT
For the year ended 30 September 2020
Cash flows from operating activities
Operating profit/(loss)
Depreciation and amortisation
Contributions to pension scheme, net of administration fee & GMP equalisation
Write-down and disposal of investments
(Increase)/decrease in trade and other receivables
Increase/(decrease) in trade and other payables
Cash generated from/(used in) operations
Income tax paid
Notes
2020
£(000)
2019
£(000)
(311)
123
(1,366)
–
(1,554)
1,922
(614)
(246)
(3)
(2,719)
121
(1,800)
475
(3,923)
531
614
(2,778)
(5)
Net cash from/(used in) operating activities
(249)
(2,783)
Cash flows from investing activities
Proceeds on disposal of a subsidiary (TVC Ltd)
Acquisition of subsidiary undertaking
Purchase of property, plant and equipment
Interest received
Dividends received
55
(624)
(85)
94
2,888
8,800
–
(9)
89
1,403
Net cash generated from/(used in) investing activities
2,328
10,283
Cash flows from financing activities
Dividends paid
Purchase of own shares
Net cash used in financing activities
9
(1,093)
(1,637)
(1,074)
(82)
(2,730)
(1,156)
Net increase/(decrease) in cash and cash equivalents
(651)
6,344
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
16
16
9,383
8,732
3,039
9,383
The notes on pages 24–43 form part of these financial statements
The notes on pages 00 to 00 form part of these financial statements
46
REPORT OF THE INDEPENDENT AUDITOR
BASIS FOR OPINION
We conducted our audit in
accordance with International
Standards on Auditing (UK) (ISAs
(UK)) and applicable law. Our
responsibilities under those standards
are further described in the Auditor’s
responsibilities for the audit of the
financial statements section of our
report. We are independent of the
Company in accordance with the
ethical requirements that are relevant
to our audit of the financial statements
in the UK, including the FRC’s Ethical
Standard as applied to listed entities,
and we have fulfilled our other ethical
responsibilities in accordance with
these requirements. We believe that
the audit evidence we have obtained is
sufficient and appropriate to provide a
basis for our opinion.
CONCLUSIONS RELATING TO
GOING CONCERN
We have nothing to report in respect
of the following matters in relation
to which the ISAs (UK) require us to
report to you where:
• the Directors’ use of the going
concern basis of accounting in
the preparation of the financial
statements is not appropriate; or
• the Directors have not disclosed
in the financial statements any
identified material uncertainties that
may cast significant doubt about
the Company’s ability to continue
to adopt the going concern basis
of accounting for a period of at
least twelve months from the date
when the financial statements are
authorised for issue.
Independent auditor’s report to the
members of Dewhurst plc for the
year ended 30 September 2020.
OPINION
We have audited the financial
statements of Dewhurst Plc (the
‘Company’) and its subsidiaries (the
‘Group’) for the period ended
30 September 2020 which comprise
the consolidated statement of income
and other comprehensive income,
the consolidated and Parent Company
statements of financial position, the
consolidated and Parent Company
statements of cash flows, the
consolidated and Parent Company
statements of changes in equity and
notes to the financial statements,
including a summary of significant
accounting policies. The financial
reporting framework that has been
applied in the preparation of the Group
financial statements is applicable law
and International Financial Reporting
Standards (IFRSs) as adopted by the
European Union. The financial
reporting framework that has been
applied in the preparation of the Parent
Company financial statements is
applicable law and International
Financial Reporting Standards (IFRSs)
as adopted by the European Union, as
applied in accordance with the
provisions of the Companies Act
2006.
In our opinion:
• the financial statements give a true
and fair view of the state of the
Group’s and of the Parent Company’s
affairs as at 30 September 2020 and
of the Group’s profit for the year
then ended;
• the Group financial statements
have been properly prepared in
accordance with IFRSs as adopted by
the European Union;
• the Parent Company financial
statements have been properly
prepared in accordance with IFRS’s
as adopted by the European Union
as applied in accordance with the
provisions of the Companies Act
2006; and
• the financial statements have been
prepared in accordance with the
requirements of the Companies Act
2006.
OUR AUDIT APPROACH
Overview
Key audit matters
Key audit matters are those matters
that, in our professional judgment,
were of most significance in our audit
of the financial statements of the
current period and include the most
significant assessed risks of material
misstatement (whether or not due to
fraud) we identified, including those
which had the greatest effect on: the
overall audit strategy, the allocation of
resources in the audit; and directing
the efforts of the engagement team.
These matters were addressed in the
context of our audit of the financial
statements as a whole, and in forming
our opinion thereon, and we do not
provide a separate opinion on these
matters. This is not a complete list of
all risks identified by our audit.
• Revenue recognition
• Inventory provisioning
• Carrying value of investments/
intangibles and recoverability of
intercompany loans
• Carrying value of the retirement
benefit obligation
• Accounting for adoption of
IFRS16 - Leases
These are explained in more detail
below.
Audit scope
• We conducted audits of the
complete financial information of
Dewhurst Plc, Dewhurst UK Limited,
Traffic Management Products Limited
and A&A Electrical Distributors
Limited.
• We performed specified procedures
over certain account balances and
transaction classes at other Group
companies
• Taken together, the Group
companies over which we performed
our audit procedures accounted for
100% of the absolute profit before
tax (i.e. the sum of the numerical
values without regard to whether
they were profits or losses for the
relevant reporting units) and 100%
of revenue.
47
REPORT OF THE INDEPENDENT AUDITOR
KEY AUDIT MATTERS
Key audit matter
Revenue recognition
The Group has 3 main revenue sources: lift components,
transport and keypad sales. The Group had a total turnover
of £55,617,000 (2019: £56,446,000) for the year to
30 September 2020.
We checked compliance with IFRS 15, Revenue from
Contracts with Customers.
Inventory provisioning
The Group held £6,208,000 (2019: £6,010,000) of
inventory as at 30 September 2020.
There are key assumptions that drive the inventory provision
including the ability to sell older inventory and the realisable
value that will be achieved on sale. A provision for items
looking to be sold off at below cost and a provision for aged
items which there is a concern may ultimately be sold at
below cost.
The Group provides against 30% of the stock value where
an item has no significant movement in the year; and,
provides 100% against stock which has not moved during
the period.
Investments/Intangibles carrying value
The Company has investments of £15,352,000 (2019:
£15,352,000). And the Group had Goodwill and Intangible
assets of £10,882,000 (2019: £12,550,000).
The Company has amounts due from Group companies of
£Nil (2019: £1,961,000).
Management have performed impairment reviews and have
exercised judgement as to the recovery of these investments
and amounts due.
48
How our audit addressed the key audit matter
Each component of the Group has a specific specialisation
and focuses its sales on its target market. A significant
proportion of the Group’s sales comes from the lift market.
The majority of the revenue is for goods transferred at a
point in time. The Group has no material sources of revenue
relating to the sale of services.
We performed substantive tests to validate the revenue
transactions. In addition, we performed cut-off tests to
check that items were recorded in the appropriate period.
We tested the inventory movement, ownership at the period
end, deferred revenue and work in progress.
We also checked and considered whether the Group had
any material contract assets and liabilities.
We reviewed post year end credit notes to check if there
was any material post year end adjustment that related
to the period. In addition, we checked the provision for
expected credit losses and warranty provisions.
We checked the methodology used to calculate the
inventory provision and determined it was consistent with
that applied in the prior year. We tested the reasonableness
of the Group inventory provision.
We attended the year end stocktakes, either in person or
virtually, and tested sheet to floor and vice versa to agree
stock counts.
We compared a sample of inventory items at the reporting
date to the purchase cost and compared this with sales
made around the reporting period or after the year end. For
samples which were components, we traced the item to
the bill of materials for the finished good and compared the
total sales price to the total purchase cost.
We reconciled the inventory values used in the provision
to the general ledger. We reviewed the calculations and
determined that the policy was correctly applied.
We reviewed the carrying value of the investments and
intangible assets and the loans to fellow subsidiaries. The
review considered the current position of the subsidiaries,
the future outlook and forecasts prepared by management.
We reviewed the subsidiary accounts and forecasts and have
assessed the financial position of each subsidiary.
We have also discussed the budgets and forecasts as part
of the going concern review and to consider whether we
believed any investment was impaired. We considered the
loans held by Group entities and their ability to service those
loans. We assessed the impairment reviews performed by
management.
KEY AUDIT MATTERS
Key audit matter
Investments/Intangibles carrying value
continued
How our audit addressed the key audit matter
The Group is expected to remain cash generative and
profitable based on current trading trends. We have
assessed and understood the methodology and assumptions
used by the Directors in their analysis and determined it to
be reasonable.
The majority of the Other Intangibles relate to the
acquisition of A&A Electrical Distributors Ltd in 2018, which
is being written off over 3 years.
There were no permitted adjustments to the goodwill figure
but payments were made in the current and prior year
due to an earn-out which was accrued for in the Goodwill
balance. We have checked that any adjustment made
passed through the income statement.
We performed sensitivity analysis on the forecasts to check
that the values arrived at could be supported by a range of
performance outcomes that could be expected from the
Company.
Carrying value of the retirement benefit obligation and disclosures of retirement benefit obligations
There is a risk that the retirement benefit obligation
amounting to £11,268,000 (2019: £10,570,000) and before
deferred tax adjustment, has been incorrectly stated.
Management are required to ensure that all retirement
benefit obligations are appropriately disclosed.
Audit procedures were designed to ensure that reliance
could be placed on the expert actuary. Additional
procedures were designed to ensure that the calculations
used were reasonable and that they were properly extracted
from the report prepared by the actuary and presented in
the consolidated financial statements.
We confirm that we reviewed the accounting disclosures
pertaining to retirement benefit obligations.
Accounting for adoption of new accounting standard IFRS16 - Leases
The Group has applied IFRS16 retrospectively from
1 October 2019 and has not restated comparative
information. The cumulative effect of initially applying the
Standard has been recognised as an adjustment to the
opening balance of retained earnings as disclosed in note 1.
On transition to IFRS16 the Group recognised Right-of-
Use (“ROU”) Assets of £2,764,000 and lease liabilities of
£2,860,000 with an adjustment through retained earnings
of £96,000.
At the year end, the carrying value of the Right of use
Assets was £3,273,000.
We have performed the following audit procedures:
• Understood the accounting of the Group’s adoption of
IFRS 16;
• Verified the completeness of underlying lease contracts
considered applicable to IFRS 16 as on the date of
transition;
• Verified the accuracy of recognised right of use assets and
lease liabilities both on the transition date as well as the
reporting date;
• Ensured the reasonableness of the incremental borrowing
rate used for discounting the future lease payments;
• Verified whether the lease term used is the enforceable
lease term in accordance with IFRS 16; and
• Assessed the key judgements applied and estimates
made by the management and verified whether the
disclosures within the financial statements are in
accordance with IFRSs.
We are satisfied that the disclosure of the expected
impact of IFRS 16 is in accordance with the Group’s stated
accounting policy.
49
REPORT OF THE INDEPENDENT AUDITOR
OUR APPLICATION OF MATERIALITY
The scope of our audit was influenced by our application
of materiality. We set certain quantitative thresholds for
materiality. These, together with qualitative considerations,
helped us to determine the scope of our audit and the
nature, timing and extent of our audit procedures on the
individual financial statement line items and disclosures and
in evaluating the effect of misstatements, both individually
and in aggregate on the financial statements as a whole.
Based on our professional judgment, we determined
materiality for the financial statements as a whole as
follows:
Group financial statements
Company financial statements
Overall materiality
£556,000 (30 September 2019: £659,000).
£191,000 (30 September 2019: £209,000).
How we determined it
A benchmark of 1% of Turnover was used to determine
the materiality for the Group (2019: 1% of Turnover). The
prior year figure arrived at included the turnover from the
disposed segment TVC which had contributed turnover of
£9,487,000.
Rationale for benchmark applied
A benchmark of 1% of net assets.
We believe that turnover is a primary measure used by
shareholders in assessing the performance of the Group
and is an appropriate and accepted auditing benchmark.
We consider an asset based measure best reflects the
nature of the Company which acts as a parent holding
company for the Group’s investments.
For each component in the scope
of our Group audit, we allocated
a materiality that is less than our
overall Group materiality. The range
of materiality allocated across
components was between £10,000
and £191,000.
We agreed with the Audit and Risk
Committee that we would report to
them misstatements identified during
our audit above £27,500 being 5% of
Group financial materiality as a whole,
as well as misstatements below those
amounts that, in our view, warranted
reporting for qualitative reasons.
AN OVERVIEW OF THE SCOPE OF
OUR AUDIT
As part of designing our audit, we
determined materiality and assessed
the risks of material misstatement in
the financial statements. In particular,
we looked at where the Directors made
subjective judgments, for example
in respect of significant accounting
estimates that involved making
assumptions and considering future
events that are inherently uncertain. As
in all of our audits we also addressed
the risk of management override of
internal controls, including evaluating
whether there was evidence of bias by
50
the Directors that represented a risk of
material misstatement due to fraud.
How we tailored the audit scope
We tailored the scope of our audit to
ensure that we performed enough
work to be able to give an opinion on
the financial statements as a whole,
taking into account the structure of
the Group and the Company, the
accounting processes and controls, and
the industry in which they operate.
The Group financial statements are a
consolidation of 15 reporting units,
comprising the Group’s operating
businesses of which 13 components
are trading subsidiaries. Each subsidiary
has its own accounting records and
controls and each reports to the head
office finance team in the UK.
Of the 13 trading subsidiaries, we
identified six which were considered
to be significant components for
the purposes of the Group financial
statements, and which, in our view,
required a full audit of their complete
financial information in order to
ensure that sufficient audit evidence
was obtained. The Group audit team
performed the statutory audit of the
three trading UK subsidiaries, with full-
scope Group instructions issued to the
other three subsidiaries.
In addition to the significant
components, seven subsidiaries were
subject to non-statutory audits in local
jurisdictions, which were conducted
such that the audit work was complete
prior to completion of the Group
financial statements. For these non-
significant components, component
auditors were operating under our
instruction on a limited scope basis.
For all subsidiaries which are subject to
full-scope audits and had component
Auditors, the Group audit team was
in contact, at each stage of the audit,
in line with detailed instructions
issued and through planning calls and
regular written communication with
the component Auditors. Specifically,
for all component teams, the Group
team discussed in detail the planned
audit approach at the component level
and following the Group audit team
review, discussed the detailed reported
findings of the audit with each
component team.
The remaining trading subsidiaries
were not subject to full-scope audits.
Specific audit procedures on certain
balances and transactions were
performed, based upon component
materiality. This focused on revenue
recognition, inventory valuation,
debtor recoverability and existence and
completeness of related parties.
OTHER INFORMATION
The Directors are responsible for
the other information. The other
information comprises the information
included in the Annual Report, other
than the financial statements and
our Auditor’s Report thereon. Our
opinion on the financial statements
does not cover the other information
and, except to the extent otherwise
explicitly stated in our report, we do
not express any form of assurance
conclusion thereon.
In connection with our audit of the
financial statements, our responsibility
is to read the other information and, in
doing so, consider whether the other
information is materially inconsistent
with the financial statements or our
knowledge obtained in the audit or
otherwise appears to be materially
misstated. If we identify such material
inconsistencies or apparent material
misstatements, we are required
to determine whether there is a
material misstatement in the financial
statements or a material misstatement
of the other information. If, based
on the work we have performed,
we conclude that there is a material
misstatement of this other information,
we are required to report that fact. We
have nothing to report in this regard.
OPINIONS ON OTHER MATTERS
PRESCRIBED BY THE COMPANIES
ACT 2006
In our opinion, based on the work
undertaken in the course of the audit:
• the information given in the
Strategic report and the Report of
the Directors for the financial year
for which the financial statements
are prepared is consistent with the
financial statements; and
• the Strategic report and the Report
of the Directors have been prepared
in accordance with applicable legal
requirements.
MATTERS ON WHICH WE ARE
REQUIRED TO REPORT
BY EXCEPTION
In the light of the knowledge and
understanding of the Group and
Parent Company and its environment
obtained in the course of the audit,
we have not identified material
misstatements in the Strategic report
or the Report of the Directors.
We have nothing to report in respect
of the following matters in relation
to which the Companies Act 2006
requires us to report to you if, in our
opinion:
• adequate accounting records
have not been kept by the Parent
Company, or returns adequate for
our audit have not been received
from branches not visited by us; or
• the Parent Company financial
statements and the part of the
Directors’ remuneration report to be
audited are not in agreement with
the accounting records and returns; or
• certain disclosures of Directors’
remuneration specified by law are
not made; or
• we have not received all the
information and explanations we
require for our audit.
RESPONSIBILITIES OF DIRECTORS
As explained more fully in the
Directors’ responsibilities statement
set out on page 19, the Directors are
responsible for the preparation of the
financial statements and for being
satisfied that they give a true and fair
view, and for such internal control as
the Directors determine is necessary
to enable the preparation of financial
statements that are free from material
misstatement, whether due to fraud or
error.
In preparing the financial statements,
the Directors are responsible for
assessing the Group’s and parent
Company’s ability to continue as
a going concern, disclosing, as
applicable, matters related to going
concern and using the going concern
basis of accounting unless the
Directors either intend to liquidate the
Group or the parent Company or to
cease operations, or have no realistic
alternative but to do so.
AUDITOR’S RESPONSIBILITIES FOR
THE AUDIT OF THE FINANCIAL
STATEMENTS
Our objectives are to obtain reasonable
assurance about whether the financial
statements as a whole are free from
material misstatement, whether due to
fraud or error, and to issue an Auditor’s
report that includes our opinion.
Reasonable assurance is a high level
of assurance, but is not a guarantee
that an audit conducted in accordance
with ISAs (UK) will always detect a
material misstatement when it exists.
Misstatements can arise from fraud
or error and are considered material
if, individually or in the aggregate,
they could reasonably be expected
to influence the economic decisions
of users taken on the basis of these
financial statements.
A further description of our
responsibilities for the audit of the
financial statements is located on
the Financial Reporting Council’s
website at: www.frc.org.uk/
auditorsresponsibilities. This description
forms part of our Auditor’s Report.
OTHER MATTERS WHICH WE ARE
REQUIRED TO ADDRESS
The non-audit services prohibited by
the FRC’s Ethical Standard were not
provided to the Group or the parent
Company and we remain independent
of the Group and the parent Company
in conducting our audit.
Our audit opinion is consistent with
the additional Report to the Audit
committee.
USE OF THIS REPORT
This report is made solely to the
Company’s members, as a body, in
accordance with Chapter 3 of Part 16
of the Companies Act 2006. Our audit
work has been undertaken so that we
might state to the Company’s members
those matters we are required to state
to them in an Auditor’s report and for
no other purpose. To the fullest extent
permitted by law, we do not accept or
assume responsibility to anyone other
than the Company and the Company’s
members as a body, for our audit work,
for this report, or for the opinions we
have formed.
Sachin Ramaiya
Senior Statutory Auditor
For and on behalf of
Jeffreys Henry LLP
Statutory Auditors
Finsgate
5–7 Cranwood Street
London
EC1V 9EE
8 December 2020
51
NOTICE OF MEETING
Notice is hereby given that the one
hundredth and one Annual General
Meeting of Dewhurst plc will be held
at its registered office, Unit 9 Hampton
Business Park, Hampton Road West,
Feltham, TW13 6DB on 16 February
2021 at 10.00 am. The meeting will
be held in order to consider and, if
thought fit, pass resolutions 1 to 6 as
ordinary resolutions.
52
ORDINARY RESOLUTIONS
1 To receive and adopt the statement
of accounts for the year ended
30 September 2020 and the Reports
of the Directors and Auditor thereon.
2 To declare and approve a final
dividend on the Ordinary and
‘A’ non-voting ordinary shares to
Shareholders on the register of
members on 22 January 2021.
3 To re-elect as a Director Mr P Tett,
who retires by rotation under the
Articles of Association.
4 To re-elect as a Director Mr J Sinclair,
who retires by rotation under the
Articles of Association.
5 To re-appoint Jeffreys Henry LLP as
Auditor at a fee to be agreed by the
Directors.
6 As special business to consider
and, if thought fit, pass the following
ordinary resolution: that the Company
be and is hereby generally and
unconditionally authorised to make
market purchases (within the meaning
of section 693(4) of the Companies
Act 2006) of up to an aggregate of
496,380 Ordinary shares and 715,830
‘A’ non-voting ordinary shares of 10p
each (representing 15% of the issued
share capital) in the Company at a
price per share (exclusive of expenses)
of not less than 10p and not more than
105% of the average of the middle
market quotations for such Ordinary
and ‘A’ non-voting ordinary shares, as
derived from the Stock Exchange Daily
Official List, for the ten dealing days
immediately preceding the day of the
purchase; such authority to expire at
the conclusion of the Annual General
Meeting to be held in 2022 save that
the Company may purchase shares at
any later date where such purchase
is pursuant to any contract made by
the Company before the expiry of this
authority.
7 To transact any other ordinary
business of the Company.
By order of the Board
Jared Sinclair
Secretary
31 December 2020
NOTES
1 All Shareholders who wish to attend and vote
at the meeting must be entered on the Company’s
register of members no later than 10.00 am on
14 February 2021 (being 48 hours prior to the
time fixed for the meeting) or, in the case of an
adjournment, as at 48 hours prior to the time of
the adjourned meeting. Changes to entries on
the register after that time will be disregarded in
determining the rights of any person to attend or
vote at the meeting. ‘A’ non-voting ordinary
shares do not carry the right to attend or vote
at meetings of the Company.
2 Shareholders entitled to attend and vote at the
meeting may appoint a proxy or proxies to attend,
vote and speak on their behalf. A proxy need not be
a member of the Company. Investors who hold their
shares through a nominee may wish to attend the
meeting as a proxy, or to arrange for someone else
to do so for them, in which case they should discuss
this with their nominee or stockbroker. Shareholders
are invited to complete and return the enclosed
Proxy Form. Completion of the Proxy Form will not
prevent a Shareholder from attending and voting
at the meeting if subsequently he/she finds that he/
she is able to do so. To be valid, completed Proxy
Forms must be received by the Company Secretary
at the registered office of the Company, Dewhurst
plc, Unit 9 Hampton Business Park, Hampton Road
West, Feltham, TW13 6DB or the scanned Proxy
Form emailed to cosec@dewhurst.co.uk by no
later than 48 hours before the time appointed for
the holding of the meeting, or, in the case of an
adjournment, as at 48 hours prior to the time of the
adjourned meeting.
3 Representatives of Shareholders which are
corporations attending the meeting should produce
evidence of their appointment by an instrument
executed in accordance with Section 44 of the
Companies Act 2006 or signed on behalf of the
corporation by a duly authorised officer or agent
and in accordance with article 71 of the Company’s
Articles of Association.
4 The Company, pursuant to Regulation 41 of
the Uncertificated Securities Regulations 2001,
specifies that only those holders of Ordinary
Shares registered in the register of members of
the Company at 10:00 am on 14 February 2021
(being 48 hours prior to the time fixed for the
meeting) shall be entitled to attend and vote at
the Annual General Meeting in respect of such
number of shares registered in their name at that
time. Changes to entries in the register of members
after that time shall be disregarded in determining
the rights of any person to attend or vote at the
meeting.
5 A copy of the Company’s current Articles of
Association will be available for inspection during
usual business hours on any weekday (Saturdays,
Sundays and Public Holidays excluded) at the
registered office of the Company until the date of
the Annual General Meeting and at the place of
the meeting for 15 minutes prior to and until the
termination of the meeting.
OTHER OVERSEAS
REPRESENTATION
The Group maintains overseas
representation in major countries
throughout the world.
GROUP COMPANIES
HEAD OFFICE
Dewhurst plc
Unit 9, Hampton Business Park,
Hampton Road West,
Feltham, TW13 6DB
Tel: 020 8744 8200
cosec@dewhurst.co.uk
www.dewhurst.plc.uk
UK SUBSIDIARIES
Dewhurst UK Ltd
Unit 9, Hampton Business Park,
Hampton Road West,
Feltham, TW13 6DB
Tel: 020 8744 8200
info@dewhurst.co.uk
www.dewhurst.co.uk
A&A Electrical Distributors Ltd
234-262 Maybank Road,
South Woodford,
London, E18 1ET
Tel: 020 8559 7000
sales@aa-electrical.com
www.aa-electrical.com
Traffic Management Products Ltd
Unit 6, Trident Drive,
Wednesbury, WS10 7XB
Tel: 020 8744 8201
info@tmp.solutions
www.tmp.solutions
OVERSEAS SUBSIDIARIES
Dewhurst (Hungary) Kft
H-2038, Soskut, Hrsz. 3518/8,
Hungary
Tel: 00 362 356 0550
Dupar Controls Inc.
1751 Bishop Street, Cambridge,
Ontario, Canada, N1T 1N5
Tel: 001 519 624 2510
info@dupar.com
www.dupar.com
Elevator Research
Manufacturing Corp.
1417 Elwood Street, Los Angeles,
CA 90021, USA
Tel: 001 213 746 1914
sales@elevatorresearch.com
www.elevatorresearch.com
Australian Lift Components Pty Ltd
5 Saggartfield Road, Minto,
NSW 2566, Australia
Tel: 00 612 9603 0200
info@ausliftcomp.com.au
www.ausliftcomp.com.au
P&R Liftcars Pty Ltd
7 Kiama Street, Miranda,
NSW 2228, Australia
Tel: 00 612 9522 4777
info@prlift.com.au
Lift Material Australia Pty Ltd
Unit 2, 73 Beauchamp Road,
Matraville, NSW 2036, Australia
Tel: 00 612 9310 4288
info@liftmaterial.com
www.liftmaterial.com
Dual Engraving Pty Ltd
104 Howe Street, Osborne Park,
WA 6017, Australia
Tel: 00 618 9443 3677
garry@dualengraving.com.au
www.dualengraving.com.au
Dewhurst (Hong Kong) Ltd
Unit 19, 7/F, Block A, Hoi Luen
Industrial Centre,
55 Hoi Yuen Road, Hong Kong
Tel: 00 852 3523 1563
flai@dewhurst.co.uk
www.dewhurst.co.uk
53
ADVISERS AND COMPANY INFORMATION
SECRETARY AND
REGISTERED OFFICE
Jared Sinclair
Dewhurst plc,
Unit 9, Hampton Business Park,
Hampton Road West,
Feltham, TW13 6DB
Registered No. 160314
AUDITORS
Jeffreys Henry LLP
Chartered Accountants and
Statutory Auditor
5–7 Cranwood Street,
London, EC1V 9EE
BANKERS
National Westminster Bank plc
275–277 High Street, Hounslow,
Middlesex, TW3 1EG
REGISTRARS
Link Market Services Ltd
Northern House, Woodsome Park,
Fenay Bridge, Huddersfield,
West Yorkshire, HD8 0LA
NOMINATED ADVISER AND
BROKER
N+1 Singer
1 Bartholomew Lane,
London, EC2N 2AX
SOLICITORS
Taylor Wessing LLP
5 New Street Square,
London, EC4A 3TW
54
Design www.gilldavies.co.uk
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WWW.DEWHURST.PLC.UK
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