2021
Annual Report
& Accounts
Dewhurst plc
We are a global supplier of quality components to the lift,
transport and keypad industries.
01 Financial highlights
02 Chairman’s statement
04 Strategic report
09 Principal risks and uncertainties
10 Section 172(1) Stakeholder
compliance statement
12 Financial review
14 Board of Directors
16 Chairman’s corporate governance
statement
17 Report of the Directors
22 Consolidated financial statements
26 Notes to the accounts
46 Company financial statements
49 Report of the independent auditor
54 Notice of meeting
55 Group companies
56 Advisers and company information
2 Dewhurst plc Annual report & accounts 2021
Financial highlights
An encouraging performance despite the challenging
environment has allowed us to deliver improved sales,
operating profit and earnings per share.
£56.2m
Revenue
£ million
£9.2m
Operating profit*
£ million
86.98p
Earnings per share
Pence
14.00p
Dividend per share
Pence
2021
56.2
2020
55.6
2019
56.4 65.9†
2018
45.7 54.5†
2017
45.3 52.9†
2021
9.2
2020
8.6
2019
7.7 8.8†
2018
6.0 6.7†
2017
6.0 6.2†
2021
65.33 86.98^
2020
51.78
2019
32.09
2018
39.41
2017
49.81
2021
14.00
2020
13.00
2019
13.00
2018
12.50
2017
12.00
* Operating profit before goodwill write down, amortisation of acquired intangibles, gain on property disposal and GMP equalisation
† Total including discontinued operations
^ Total including gain arising on the disposal of old premises at Dupar Controls Inc.
Dewhurst plc Annual report & accounts 2021 01
Chairman’s statement
To achieve record adjusted operating profits in the current
market conditions is a great testament to the determination
and resilience of our employees.
very similar to those in 2019. The
recovery was primarily in the UK and
Canada, which were the markets
hardest hit in 2020.
Given the strong performance in 2021,
we are proposing to increase our final
dividend by 0.5p, making an increase
of 1.0p for the year as a whole.
Operations and people
Although several of the Group’s
Australian companies were subjected
to full or partial lockdowns for part of
the year as a result of Covid-19, most
of the deferred sales were recovered by
the year-end, and so Australian sales as
a whole were only slightly down
year-on-year. Overall, the Group was
less affected by Covid-19 related
restrictions this year than in 2020.
Nevertheless it has been a challenging
year for employees at the Group’s
companies as demand has fluctuated
quite considerably during the year and
obtaining material supplies has not
always been easy. I would like to thank
our staff for their hard work, which has
required a particularly dedicated effort
following on from the previous year’s
strenuous demands.
Peter Tett is retiring at the end of
December 2021 after 20 years as a
Non-executive Director at the Group.
Although not regarded as officially
independent by corporate governance
rules, Peter has always retained his
independence of outlook and given the
Board valuable advice based on his
extensive experience. We will miss his
wise and succinct counsel, but wish
him a very happy retirement and I
would personally like to thank him for
his many important contributions to
the development of the Group and its
management strategies. We have been
fortunate in being able to recruit two
experienced new Non-executive
Directors to help us continue our
long-term growth, and were very
happy to welcome Susan McErlain and
Richard Dewhurst
Non-executive Chairman
Results
I am delighted that the Group is able
to report increased sales this year and a
record adjusted operating profit. Group
sales for the year to 30 September
2021 increased 1% to £56.2 million
(2020: £55.6 million). Adjusted
operating profit before amortisation of
acquired intangibles and a gain on the
sale of a property was up 7% to
£9.2 million (2020: £8.6 million) and
profit before tax was £9.6 million
(2020: £6.7 million).
Although sales were slightly up overall,
our three divisions experienced
different patterns of trading over the
year. Transport and Highways fell
back 19% this year after a strong year
in 2020 supported by Government
funded cycleway schemes in the
UK. Keypad sales stabilised after the
fall in 2020 and were broadly flat.
The Lift division bounced back 4%
from the fall in 2020 to achieve sales
02 Dewhurst plc Annual report & accounts 2021
7%
increase in adjusted
operating profit
reasonable volume of projects in
process. It is unclear at this point
if we will see a pandemic induced
softening later in the year, or if it will
be smoothed out over a longer
period within normal market
fluctuations.
We are expecting that Keypad sales
should recover a little in the coming
year, but growth could be tempered
by supply chain issues at our end
customers. The pandemic has
accelerated moves towards a cashless
society and that will affect the long
term prospects for Keypad sales.
There are currently no immediate
prospects for additional cycle lane
projects to provide growth for
Transport and Highways products, but
we expect there to be long-term
opportunities in this area.
Our balance sheet remains strong with
available cash reserves and we
continue to explore opportunities to
invest this cash in appropriate
acquisitions. Although we do not have
any imminent prospects that meet our
criteria, we will be expanding our
efforts to develop our pipeline of
possibilities. The Group remains well
positioned in its markets to maximise
opportunities as they arise.
Strengthening our Board
Susan McErlain and Charles Holroyd
joined the Board during the year
as Non-executive Directors. Susan
cofounded financial PR company
Square Mile Communications.
Susan then became Chair of Weber
Shandwick’s financial services
division until 2007, after which
she continued to provide advisory
services to several listed engineering
companies. In 2014 she became
Director of Corporate Affairs for
Ultra Electronics Holdings plc until
2019. Susan is currently a Non-
executive Director of Trackwise
Designs plc. Charles has held senior
management positions within
a number of publicly quoted
companies including Oxford
Instruments plc. During his time
there he was on the board for
eight years and responsible for
business development and M&A.
Charles is currently a Non-executive
Director at Judges Scientific plc and
Non-executive Chairman of IBEX
Innovations Ltd.
Dewhurst plc Annual report & accounts 2021 03
Charles Holroyd to the Board earlier in
the year. Details of their experience is
in the side panel.
The major project to build a new
factory for Dupar Controls continued
into this year. With some inevitable
Covid-19 related delays, the
completion of the building was a little
later than planned, but we managed to
move into the new premises during
April. The sale of the old premises was
completed in June. The total cost of
the building (excluding land) was
within expected parameters at a little
over £5 million.
The only other major physical
investment this year was to replace our
laser machine at ALC to improve
capacity, speed and reliability. We have
however put considerable resources
into improving our IT systems and have
invested in developing an e-Commerce
system for our distribution businesses,
initially at A&A. It has been a more
difficult period to explore options for
investments to improve our
productivity, but the Group still has the
objective and the funds to make
progress in this area.
Outlook
Sales in the first quarter of 2022 are
expected to be lower than last year in
most of our businesses, with the
absence of the bounce back from
lockdowns and lower demand for
cycleway products. Market conditions
are uncertain and difficult to predict
further into the year.
Lift products have had a relatively
strong performance over the last
couple of years during the pandemic
however in Australia we are now
starting to see the expected softening
of demand due to the dearth of new
projects commissioned over that
period. In the UK and Canada, two of
our larger markets, we are not seeing
that effect yet and there is still a
Strategic report
Our investment in Dupar Control’s potential has come to
life with the move into their new premises. It gives them a
sound platform for future development.
Operating highlights
This year has once again been
challenging with all our companies
facing some form of lockdown in their
respective markets. Fortunately, the
impact of these lockdowns was not
significant at any of our sites except for
ERM (in California) where we saw a
sustained softening in demand
throughout the year. Around the
world, we have focused on ensuring
that our workplaces remain as safe as
possible and we continue to enforce
rules on separation and the wearing of
masks when staff are away from
workstations.
We voiced concern last year about the
longer-term impact of the pandemic on
the lift industry. In fact, we have not
seen that this year and we have
benefitted from a combination of
pent-up demand generated from the
slowdown last year, as well as general
steady growth in our markets. As
intimated in the report last year the
move away from both office working
and business travel remains a concern.
In common with many businesses, we
have had on-going supply chain issues,
which are set to continue through the
coming year. In general we are able to
acquire the materials we need but
there is constant upward price
pressure, and it is not possible to pass
all these increases on to our customers.
The other recurring issue is availability
of labour, primarily in the UK and
Canada.
We believe that for the vast majority of
roles in our businesses, it is important
that employees come in to work. The
benefits of collaboration with
colleagues, whether it be about new
products, sales opportunities or process
improvements is critical. These
initiatives just do not develop as
successfully over video.
In September we were able to make
our first visit to an overseas subsidiary
David Dewhurst
Group Managing Director
Business and financial 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, in the Chairman’s
statement on page 2 and in the
Financial review reported on page 12.
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.
04 Dewhurst plc Annual report & accounts 2021
13%
increase in
European revenue
Halo Touchless Car Operating
System
Touchless technology inside the lift
car. The system actively monitors
the area above the pushbuttons
and is programmed to register calls
when the user hovers their finger
near the button breaking the IR
field. It is perfect for new or existing
installations, as demonstrated by
Dewhurst’s Commercial Director,
Peter Dewhurst.
Dewhurst plc Annual report & accounts 2021 05
Strategic report
Sales by region
Employees by region
North America
21%
66
UK, Europe & Middle East
43%
170
Australia & Asia
36%
104
A&A’s new E-Commerce
System
A&A’s Commercial Director,
Jeremy Dewhurst, has led the
team developing and introducing
our new E-Commerce system. It
has been designed to integrate
seamlessly with our core
operating systems, while offering
customers significant benefits in
the way they can obtain quotes
and place orders.
for 18 months. The trip was to
Canada and it was wonderful to see
the new facility that Dupar have
built in Cambridge. It really is a quite
spectacular building and will allow
us to build on our successes in
North America. It was also most
refreshing to meet with our
colleagues in Canada face to face.
Our employees around the world
are critical to the success of the
business and I join the Chairman in
thanking them for their hard work in
making this year a record year under
what have been very challenging
circumstances.
06 Dewhurst plc Annual report & accounts 2021
United Kingdom
Dewhurst UK Limited
After a very difficult few years, it is
pleasing to report that Dewhurst UK
achieved record sales and record order
input during the year, which have
transformed the profitability of the
business.
In the middle of the year, Dan
Robinson moved from TMP to take
over as Managing Director of Dewhurst
UK. The new team at Dewhurst UK
have a number of exciting plans for the
business to ensure its continued
growth over the coming years.
The Hygiene Plus range that we
launched last year was further
strengthened by the addition of the
new Halo Touchless Car Operating
System product. Halo brings our
touchless technology inside the lift car
and allows the lift user to activate a lift
call button without actually pressing
the button. Halo is equally suited to
new lifts and modernisations and is a
key product developed as a result of
the Covid-19 pandemic.
This year saw the culmination of three
years of design work, with the
installation of the first TDEU unit at
Birmingham New Street Station. In
total, twenty-seven TDEU units will be
installed at Birmingham New Street
over a two-year period and we have
now received new orders for TDEU’s at
two other Network Rail stations.
Traffic Management Products (TMP)
Sales at TMP fell back from last year’s
high but nevertheless there continued
to be strong demand for TMP’s products.
Throughout the first half of the year,
local authorities continued to develop
trial schemes through the Governments
Active Travel Fund. The fund is
designed to encourage the use of
cycling and walking in place of cars.
The delineator products that TMP
£5m
invested in Dupar’s
new building
knock-on effect on demand for our
keypads.
North America
Dupar Controls
Sales once again increased to more
normal levels following last years’ fall,
with Dupar recording record profits.
This was quite an achievement in a
year when considerable focus went
both on the building of our new facility
in Cambridge and then moving into it.
As previously stated, the new facility is
an impressive building that will fulfil
Dupar Control’s new factory
opens
The move to new premises in
Ontario, Canada has more than
doubled available factory space.
This will enable a significant
increase in capacity and provide
improved facilities for more efficient
manufacturing. It has been designed
with improved energy efficiency as
a key objective.
Dewhurst plc Annual report & accounts 2021 07
offers to meet these requirements
continued to be a popular choice in the
schemes. All the trial schemes have
now been installed and are under
review. It is likely to be at least another
twelve months before local authorities
benefit from tranche 2 of the funding
and the rollout of longer-term schemes.
During the year, TMP launched their
new Eco Light Sign Light, which
delivers industry-leading power
efficiency and is being manufactured
from recycled material.
Following Dan Robinson’s departure to
Dewhurst UK, we recently welcomed
Suzanne Day as Managing Director at
TMP and we wish her every success in
her new role.
A&A Electrical Distributors (A&A)
A&A saw steady growth in demand
through the year, however the upward
pressure on costs meant that profits
were slightly reduced.
We continued to work on our
e-Commerce platform and this
launched for general use late in the
year. The site provides the end user
with real time information on stock
and availability, which is an enormous
benefit to our customers.
During the year we tied up a deal with
Prysmian to distribute escalator
products for Draka EHC. The focus of
this agreement is escalator handrails
and other associated escalator
components. This is a very exciting new
opportunity and gives us the ability to
broaden our product offering within
the Lift Industry.
Europe
Dewhurst Hungary
It was another challenging year at
Dewhurst Hungary with demand for
ATM’s continuing to be severely
impacted by the effects of the
Covid-19 pandemic. This had a
Strategic report
our needs in Canada for the
foreseeable future. With this
investment, the size of Dupar’s factory
space has increased considerably from
17,500 sq. ft. to 46,000 sq. ft. We
worked to ensure that the new
building was as environmentally
friendly as possible. The walls are
self-insulating concrete panels, which
make for a consistent temperature
within the building, and the offices
have energy efficient underfloor
heating. The site has 6.5 acres of land,
much of which is put over to wild
meadows and ponds.
There was significant interest in our
Hygiene Plus product range in North
America and Dupar were very
successful in driving sales of the
new Wave to Call landing stations
and the Halo Touchless Car Operating
System.
Elevator Research &
Manufacturing (ERM)
ERM saw a significant reduction in
sales as California appeared to be
disproportionally impacted by the
Covid-19 pandemic. This was very
frustrating for the team at ERM, who
had seen three years of sales and profit
growth. The sharp reduction in sales
pushed the company into a small loss
for the year. The market still has not
fully recovered although there are
some more encouraging signs. We
have strengthened the team at ERM
with the appointment of a new sales
manager who will be focusing on
growing our market share within
Los Angeles.
Australia & Asia
Australian Lift Components
(ALC)
Sales at ALC were down on last year’s
high point but profits (before any
Government assistance) essentially
remained level. This is an excellent
Market leaders in Lift Cars
P&R have experienced another very
busy year, with continued high
demand for their bespoke lift interiors.
It has been a challenge at times to
obtain the specialist materials required
to achieve the finish customers desired,
but they have managed to do so and
have built some fantastic interiors for
a number of high end developments.
of ALC, so they continued to work on
several prestigious office
modernisations.
One Farrer Place is a typical example of
work that they do. This was the largest
modernisation project that has been
completed in Australia, with 44 lifts in
total. P&R replaced the car interiors
with new marble clad interiors and this
was also an example of ALC and P&R
combining on a project. ALC supplied
all the fixtures with full height car
operating panels incorporating our US1
touchscreens.
Lift Material
We had good growth at Lift Material
even though our ability to carry out
handrail installations interstate was
severely restricted by the lockdowns in
the second half of the year.
There was focus on promoting our
newer products and this bore dividends
with increased sales of our new line of
A&A trailing cable and strong interest
in our hydraulic ram and pump units.
Dual Engraving
It was a frustrating year at Dual. They
have a strong order book with
requirements for both private sector
jobs and government infrastructure
projects. However, Western Australia
seems to be worse affected than other
parts of Australia with material and
labour shortages. This meant that
many of the projects Dual was due to
work on were delayed, which has
impacted their budgeted revenues.
Towards the end of the year, we saw
some improvement in the situation,
which gives some encouragement for
the coming year.
Dewhurst Hong Kong
Sales and profits grew strongly in Hong
Kong. Over the coming year it is our
intention to introduce more new
products to the market to allow us to
continue to grow our sales.
achievement as New South Wales was
subject to a number of lockdowns
throughout the year.
There has been a considerable amount
of activity in Australia over the last
three years with many new
construction projects being completed
over that time. It was difficult to see
this high level of activity being
sustained and we did see an
anticipated reduction in activity over
the second half of the year.
P&R Lift Cars (P&R)
P&R have had a strong year. Their
demand cycle runs a little behind that
08 Dewhurst plc Annual report & accounts 2021
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. Have developed 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. Tensions in the relationship between the
UK and the EU may 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.
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 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.
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.
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.
Staff well-being, recruitment and retention.
Financial
Inability to maintain
required service levels.
Where necessary we dual source, if possible in different
regions, and/or hold strategic stocks of particularly time
critical key components.
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.
Staff absence, high staff
turnover, difficulty recruiting
new staff.
Implement and apply IiP actions and consider flexible
benefits & ESG impacts. HR to monitor via absence
reporting. Review long-term incentive scheme.
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.
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.
Being an international Group, foreign currency is
our most significant treasury risk.
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.
Dewhurst plc Annual report & accounts 2021 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
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. Due to the continuing Covid-19 pandemic only a few visits have been possible to
some, but not all, of our sites, so again, this 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.
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, as restrictions have lifted, we
have been able to increase the number of face to face meetings with our customers.
We have personal relationships across our supply chain and update each other through
regular meetings and phone calls.
Significant events/decisions 2021
Event/Decision
and stakeholders considered
Covid-19 response
Shareholders, potential investors and
lenders, employees, operating companies,
customers, suppliers, government, society.
Considerations, Actions & Impact
• The Board continued to meet to understand the changing implications of Covid-19 as it
moved into the second and third waves of the pandemic, with the health and wellbeing
of our employees continuing to be central to the review.
• The policies and guidance that were put in place throughout 2020 were reviewed,
reinforced and maintained throughout 2021 regardless of some local relaxing of
conditions in the relevant country and region.
• Local management teams continued 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 ongoing uncertainty around the duration and impact of the pandemic the
Board continue to consider a wide range of short term and medium term operational
and financial scenarios; the interests of employees, customers and suppliers being
considered as well as the financial stability of the Group for shareholders.
• The Board maintained its decision that in the interests of customers, suppliers and
employee well-being all businesses should remain operational as long as this was
permitted by local governments and where premises could be made safe to operate.
• In the event of Government mandated shutdowns, local management teams worked
remotely and continued communicating regularly with customers, suppliers and employees.
• We recognised the great work that our staff have done to support our customers
during this challenging time in a variety of ways.
10 Dewhurst plc Annual report & accounts 2021
Event/Decision
and stakeholders considered
Dupar’s property construction
and move
Shareholders, employees, customers and
suppliers.
Non-executive Director
appointments
Shareholders, potential investors,
employees and governments.
Dividend
Shareholders, potential investors,
employees, customers and suppliers.
Considerations, Actions & Impact
• A project team was established to regularly review progress of the build. This included
members of Group management, local management and constructor’s representatives.
With travel restrictions continuing throughout the build process, control was exercised
through video conference meetings.
• Upon completion of the build of Dupar’s new manufacturing facility it was necessary to
plan meticulously the business move whilst supporting our customers and their needs
across North America.
• Local management teams met regularly to consider customer, production and
operational challenges as well as staff safety during the transition.
• Following the successful move, to minimise the impact on the Group’s liquid resources
the Board decided to sell the old premises and clear any local financing.
• We switched the financing of Dupar’s property under construction from an internal loan
to a local bank loan.
• The Board considered the need for additional Non-executive Directors to provide useful
contributions from a broader range of external perspectives, enhanced independent
oversight and constructive challenge for the Board and to support the Executive
Directors.
• The Board also felt the appointments would bring independent judgement to bear on
issues of strategy, performance and resources including key appointments and
standards of conduct.
• We continued to assess the effect the receipt of Government grants had on our
dividend policy, but these receipts were very modest this year and we felt were not
sufficiently significant to affect our approach to this year’s dividend proposals.
• We considered the impact on our shareholders of a reinstatement of our dividend
growth policy and decided that our cash reserves and Group performance allowed us to
increase our dividend in line with levels previously seen.
Supply chain resilience
Employees, customers and suppliers.
• We continued our regular review of actions necessary resulting from delivery
disruptions, base material increases and stock availability.
The environment
Shareholders, employees, customers,
suppliers and society.
• Additional stocks have been put in place at most businesses to partially mitigate these
factors.
• We have also assessed the contingency plans and readiness of suppliers and particularly
our freight suppliers to achieve dependable deliveries.
• The Group has absorbed cost increases and sought efficiency savings before looking to
pass these on to our customers.
• The Board started to monitor and report its carbon footprint.
• We decided to switch energy contracts on expiry to 100% carbon neutral sources to
reduce our carbon emissions and global warming.
• We have installed electric vehicle charging points at two UK sites and encourage staff to
switch to fully electric vehicles.
• We have started the recruitment process of an ESG manager to drive environmental
change throughout the manufacturing business.
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.
Dewhurst plc Annual report & accounts 2021 11
Financial review
Our long-term financial stability and strong cash
position gives us a solid platform for future success and
continued growth.
The various Government schemes
around the world continued
throughout the year but the amount of
support claimed by the Group was
considerably lower than last year. The
total support from all Governments
was £0.2 million (2020: £1.5 million) of
which £10k (2020: £0.5 million) was
received in the UK. As was the case in
2020, the Group director bonuses in
2021 exclude any benefit from
government grants received.
Overall revenue increased by 1.1%
to £56.2 million (2020: £55.6 million)
and adjusted operating profit
increased by 6.8% to £9.2 million
(2020: £8.6 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 increasing by 1% each.
Solid cash position
The subsidiaries, as in 2020, continued
to trade throughout 2021 without the
need for Group cash support. Dupar
also completed the construction of its
new premises, moved in, and sold its
old premises, clearing its local line of
credit in the process. This gave
confidence that the Group money that
had been drawn back into instant
access accounts in 2020 was not
needed and so was put back into 35
day notice accounts. We started the
year with only a small bank borrowing
of £69k in Canada and finished the
year with none.
During the year, the Group spent a
further £1.1 million (C$1.9 million) on
completing Dupar’s new premises,
Goddard Crescent, but offsetting this,
received £2.1 million (C$3.6 million),
net of fees, from the sale of Dupar’s
old premises on Bishop Street.
Jared Sinclair
Finance Director
Shareholders’ return
1900p
1700p
1500p
1300p
1100p
900p
700p
500p
300p
100p
Sept
2016
Sept
2017
Sept
2018
Sept
2019
Sept
2020
Sept
2021
Ordinary share price
‘A’ ordinary share price
Trading results
Despite the continuing Covid-19
pandemic and some local shutdowns
and travel restrictions around the
Group, it is pleasing to report ‘near
record’ revenue with record operating
and net profits. Staff have adapted
admirably to our ‘Covid-safe’ working
arrangements while continuing to
deliver a high quality level of service to
our customers. Lift sales increased 4%,
which more than offset the decline in
Transport sales, which at 19% down,
was the biggest percentage swing of
any division on last year. The decline
was due to the UK Government’s
cycle lane delineators trial phase
completing in the first quarter of this
year. This was still a very strong
performance in Transport sales which
were up 88% on 2019. Keypads saw
only a modest 3% increase in sales and
is still some 35% down on pre
Covid-19 levels.
12 Dewhurst plc Annual report & accounts 2021
114%
increase in total
equity over 5 years
£0.6 million was spent at ALC on a
new fibre laser and a further ‘on
account’ payment of £0.6 million was
made to the former owners of A&A
Electrical Distributors Ltd (A&A) as an
interim payment relating to the second
and final deferred consideration. This
second year deferred consideration is
still to be finalised but is not
anticipated to be significantly more
than that already paid on account.
The Group ended the year with cash
of £20.5 million, up £2.4 million from
in 2020.
Pension scheme deficit
I am pleased to report an improved
position in relation to the pension
scheme deficit. The pension scheme
assets outperformed expectations by
£2.6 million. The Company continued
during the year to pay a total of
£1.4 million deficit reduction
contributions into the pension scheme
and the liability discount rate increased
from 1.60% to 2.05% at the year-end.
As a result of all changes, the scheme
deficit decreased by £6.6 million to
£4.7 million (2020: £11.3 million).
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
Group five year review
Continuing operations
2017
£(000)
2018
£(000)
2019
£(000)
2020
£(000)
2021
£(000)
Revenue
45,280
45,730
56,446
55,617
56,249
Adjusted operating profit*
6,007
6,013
7,700
8,630
9,214
Profit before taxation
5,729
5,253
5,244
6,740
9,563
As a percentage of total equity 18.0%
14.2%
12.3%
15.7%
18.1%
Taxation
1,347
1,710
2,149
2,061
2,110
Profit after taxation
4,382
3,543
3,095
4,679
7,453
Total equity
31,893
37,008
42,680
42,826
52,731
ROTIC1
EPS^
12.8%
13.1%
12.5%
13.6%
13.4%
49.81p
39.41p
32.09p
51.78p
86.98p
Dividends per share
12.00p
12.50p
13.00p
13.00p
14.00p
Defective parts per million
1,236
1,525
1,932
1,085
1,026
On time delivery (%)
92%
90%
90%
91%
90%
* 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.
minimal or no borrowing where
possible.
contracts to manage its currency risk,
as reported in note 24.
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
and did not use derivatives during the
year in the form of foreign exchange
Dividends
The Board is proposing a final dividend
of 9.75p (2020: 9.25p). If approved,
this would result in a total dividend for
2021 of 14.0p per share which is 7.7%
up on 2020 and is covered 6.6 times
by earnings. Dividends are accounted
for when paid or approved by
shareholders, and not when proposed,
therefore the proposed final dividend
for 2021 has not been accrued at the
end of the reporting period.
There was no change in the number of
the total issued share capital of the
Company during the year.
Dewhurst plc Annual report & accounts 2021 13
Board of Directors
We are delighted to welcome two new Non-executive
Directors to the Board. Their skills and experience will
strengthen our governance of the Group.
14 Dewhurst plc Annual report & accounts 2021
Richard Dewhurst BA (Eng Sc), ACMA
Non-executive Chairman
David Dewhurst BSc (Elec Eng)
Group Managing Director
Age 65
Joined in 1985
Age 60
Joined in 1987
Previously with Holmes & Marchant plc.
Previously with Ford Motor Co,
Ernst & Whinney, Senior Management
Consultant.
Committees*
Remuneration (Chair)
Jared Sinclair BSc, ACA
Finance Director and
Company Secretary
Age 51
Joined in 1997
John Bailey
Managing Director
A&A Electrical Distributors Ltd
Age 51
Joined in 2008
Previously with Moores Rowland,
Chartered Accountants, Audit Senior.
Previously with Brett Landscaping
& Building Products, Commercial
Director.
Peter Tett MA, MSc
Non-executive Director
Age 82
Joined in 2000
Previously with Halma plc, Director.
Committees*
Audit (Chair), Remuneration
Susan McErlain BSc
Non-executive Director
Charles Holroyd BSc (Elec Eng), MBA
Non-executive Director
Age 58
Joined in 2021
Age 65
Joined in 2021
Previously with Square Mile
Communication, Founder.
Previously with Oxford Instruments
plc, Director.
Committees*
Audit, Remuneration
Committees*
Audit, Remuneration
* Audit Committee meets twice per year, Remuneration Committee meets once per year.
Dewhurst plc Annual report & accounts 2021 15
Chairman’s corporate governance statement
The Board of Directors of Dewhurst plc believe that good
corporate governance is a central element of the successful
growth and development of the Group.
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.
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
2021.
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
only Ms S McErlain and Mr C Holroyd
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 all
directors were able to attend all
executive meetings.
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 50 to 51.
In light of the size of the Board, the
Board do not consider it necessary to
16 Dewhurst plc Annual report & accounts 2021
Report of the Directors
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 2021.
The Directors retiring by rotation at
this year’s Annual General Meeting
are Ms S McErlain and Mr C Holroyd
who, being eligible, offer themselves
for re-election. The unexpired period
of Ms S McErlain and Mr C Holroyd’s
service agreement is less than
three years.
During the year and at the date of
approval of the accounts, the Group
maintained liability insurance for all
Directors.
Results and dividends
The profit for the year, after taxation,
amounted to £7.5 million (2020: £4.7
million).
A final dividend on the Ordinary and
‘A’ non-voting ordinary shares of 9.75p
per share (2020: 9.25p) for the
financial year ended 30 September
2021 will be proposed at the Annual
General Meeting (AGM) to be held on
15 February 2022. If approved, this
dividend will be paid on 23 February
2022 to members on the register at
21 January 2022. The ex-dividend date
will be 20 January 2022.
on 16 February 2021 and was paid on
24 February 2021 to members on the
register at 22 January 2021.
Share repurchases
There have been no share purchases
during the financial year.
Directors
The members of the Board during the
year were:
Mr R M Dewhurst
(Non-executive Chairman)
Mr D Dewhurst
(Group Managing Director)
An interim dividend of 4.25p per share
(2020: 3.75p) was paid on 17 August
2021.
Mr J C Sinclair
Mr J Bailey
A final dividend on the Ordinary and
‘A’ non-voting ordinary shares of 9.25p
per share (2019: 9.25p) which
amounted to £748k (2019: £778k) for
the financial year ended 30 September
2020 was approved at the AGM held
Mr P Tett (Non-executive)
Ms S McErlain (Non-executive)
– appointed 8 June 2021
Mr C Holroyd (Non-executive)
– appointed 8 June 2021
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 2021 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 2020.
Mr R M Dewhurst
Mr D Dewhurst
Mr J C Sinclair
Mr J Bailey
Mr P Tett
Ms S McErlain
Mr C Holroyd
Ordinary shares
30 September 2021
‘A’ ordinary shares
Ordinary shares
30 September 2020
‘A’ ordinary shares
492,333
419,595
1,000
1,000
1,000
–
100
123,666
492,333
123,666
69,932
419,595
69,932
–
–
–
–
6,649
1,000
1,000
1,000
–
–
–
–
–
–
–
At 30 September 2021 and 30 September 2020 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.
Dewhurst plc Annual report & accounts 2021 17
Report of the Directors
Directors’ remuneration
The remuneration of the Directors is shown below:
Salary
and fees
£(000)
Bonus
£(000)
Benefits
in kind
£(000)
Pension
2021
Total
2020
Total
£(000)
£(000)
£(000)
Continuing operations
Executive Directors:
Mr R M Dewhurst (up to 31 Jan 2021)
Mr D Dewhurst
Mr J C Sinclair
Mr J Bailey
Non-executive Directors:
Mr R M Dewhurst (from 1 Feb 2021)
Mr P Tett
Ms S McErlain (appointed 8 Jun 2021)
Mr C Holroyd (appointed 8 Jun 2021)
Mr A Warren (resigned 30 Jun 2020)
44
125
113
142
40
20
10
10
–
49
122
39
60
32
–
–
–
–
504
302
3
3
–
2
–
–
–
–
–
8
–
–
12
2
–
–
–
–
–
96
250
164
206
72
20
10
10
–
14
828
246
227
155
185
–
20
–
–
15
848
The calculation of Group Directors’ bonuses excludes any benefit from government grants received.
Substantial shareholdings
At 20 November 2021, 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
651,000
Exors of Ms E Dewhurst
Fidelity NorthStar Fund
201,300 Mr J H Ridley
Mrs B Bruce
190,208 Mr I Scott
175,333
138,500
101,000
18 Dewhurst plc Annual report & accounts 2021
18%
reduction in UK
carbon footprint
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
640,100 Vidacos Nominees Ltd
248,500
518,000 Hargreaves Lansdown Nominees Ltd (15942 acct)
201,156
Interactive Investor Services Nominees Ltd
324,039 Mr J H Ridley
153,100
Montoya Investments Ltd (IOUAA acct)
287,000
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 of expired electricity
contracts to 100% green contracts,
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.
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.
GHG emissions and energy use data
Scope 1 – UK gas usage
Scope 1 – UK transport usage
Scope 2 – UK electricity usage
Total UK usage
2021
2021
MWh Tonnes of CO2e
2020
2020
MWh Tonnes of CO2e
817
261
834
1,912
151
66
177
394
762
364
699
1,825
140
92
246
478
Intensity measure: tonnes of CO2e emissions per £ millions of UK revenue 20.0 24.3
Dewhurst plc Annual report & accounts 2021 19
Report of the Directors
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 and future
developments
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. Future developments are
covered in the Strategic report.
Auditor
The current Directors have taken all the
steps that they ought to have taken to
make themselves aware of 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
20 Dewhurst plc Annual report & accounts 2021
are also responsible for safeguarding
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 2021
Dewhurst plc Annual report & accounts 2021 21
Consolidated financial statements
Consolidated statement of comprehensive income
For the year ended 30 September 2021
Continuing operations
Revenue
Operating costs
Adjusted operating profit*
Profit on sales of property, plant and equipment^
Amortisation of acquired intangibles
Operating profit
Finance income
Finance costs
Profit before taxation
Taxation
Profit for the period
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
Basic and diluted earnings per share
Basic and diluted earnings per share – continuing operations
9
9
* Operating profit before amortisation of acquired intangibles
^ Gain arising on the disposal of old premises at Dupar Controls Inc.
The notes on pages 26–45 form part of these financial statements
22 Dewhurst plc Annual report & accounts 2021
Notes
2021
£(000)
2020
£(000)
2
3
56,249
(46,395)
55,617
(48,654)
11
5
6
7
8
21
9,214
1,751
(1,111)
9,854
20
(311)
9,563
(2,110)
8,630
–
(1,667)
6,963
58
(281)
6,740
(2,061)
7,453
4,679
5,344
(1,336)
224
4,232
(425)
(1,886)
358
226
(1,302)
(215)
(425)
(215)
3,807
(1,517)
11,260
3,162
7,030
423
7,453
10,877
383
11,260
86.98p
86.98p
4,312
367
4,679
2,783
379
3,162
51.78p
51.78p
Consolidated statement of financial position
At 30 September 2021
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
Notes
2021
£(000)
2020
£(000)
10
11
12
22
19
14
15
16
17
24
18
22
21
22
20
9,626
24
17,827
2,802
1,111
9,743
1,139
16,947
3,273
2,621
31,390
33,723
6,597
10,008
20,463
6,208
9,553
18,139
37,068
33,900
68,458
67,623
7,571
–
89
343
450
9,433
69
268
343
443
8,453
10,556
4,737
2,537
11,268
2,973
15,727
24,797
52,731
42,826
808
157
329
1,662
48,213
808
157
329
2,047
38,042
51,169
41,383
1,562
1,443
52,731
42,826
The financial statements were approved by the Board of Directors and authorised for issue on 8 December 2021 and were signed on
its behalf by:
Richard Dewhurst Chairman Jared Sinclair Finance Director
Company Registration Number: 160314
The notes on pages 26–45 form part of these financial statements
Dewhurst plc Annual report & accounts 2021 23
Consolidated financial statements
Consolidated statement of changes in equity
Share
capital
For the year ended 30 September 2021
£(000)
At 30 September 2019
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 2020
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
841
(33)
–
–
–
–
–
–
808
–
–
–
–
–
–
–
Share
premium
account
£(000)
157
–
Capital
redemption
reserve
£(000)
Translation
reserve
Retained
earnings
£(000)
£(000)
296
33
2,274
–
37,762
(1,637)
Non
controlling
interests
£(000)
1,254
–
Total
equity
£(000)
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
157
–
329
–
2,047
–
38,042
–
1,443
–
42,826
–
–
–
–
–
–
–
–
–
–
–
–
–
(385)
–
(40)
(425)
–
–
–
–
–
5,344
(1,336)
224
(1,091)
7,030
–
–
–
(264)
423
5,344
(1,336)
224
(1,355)
7,453
At 30 September 2021
808
157
329
1,662
48,213
1,562
52,731
The notes on pages 26–45 form part of these financial statements
24 Dewhurst plc Annual report & accounts 2021
Consolidated cash flow statement
For the year ended 30 September 2021
Cash flows from operating activities
Operating profit
Depreciation, amortisation and impairments
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
(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
Interest and 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
Notes
2021
£(000)
2020
£(000)
22
9,854
2,317
489
(1,357)
(49)
(1,774)
9,480
(389)
(455)
(1,213)
–
7,423
(25)
(1,896)
6,963
2,663
351
(1,366)
(33)
64
8,642
(198)
1,385
1,243
66
11,138
(2)
(1,871)
(1,921)
(1,873)
5,502
9,265
(649)
–
2,122
(2,500)
(15)
20
(624)
55
35
(4,257)
(12)
58
Net cash generated from/(used in) investing activities
(1,022)
(4,745)
Cash flows from financing activities
Dividends paid
Purchase of own shares
Repayment of lease liabilities including interest
(Repayment)/Proceeds from bank borrowings
Net cash used in financing activities
9
22
24
(1,355)
–
(562)
(69)
(1,283)
(1,637)
(381)
69
(1,986)
(3,232)
Net increase/(decrease) in cash and cash equivalents
2,494
1,288
Cash and cash equivalents at beginning of year
Exchange adjustments on cash and cash equivalents
Cash and cash equivalents at end of year
16
18,139
(170)
16,980
(129)
16
20,463
18,139
The notes on pages 26–45 form part of these financial statements
Dewhurst plc Annual report & accounts 2021 25
Notes to the accounts
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.
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 2021, 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
26 Dewhurst plc Annual report & accounts 2021
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 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. 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.
Dewhurst plc Annual report & accounts 2021 27
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 2021 fair value calculation
to be the 2021 EBITDA multiplied by an 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 12, 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.
Notes to the accounts
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.
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.
28 Dewhurst plc Annual report & accounts 2021
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)
2021
£(000)
19,693
5,785
13,557
21,624
243
60,902
(4,653)
Revenue
2020
£(000)
19,692
5,108
12,807
21,163
726
59,496
(3,879)
Operating profit
2020
£(000)
2021
£(000)
1,501
281
3,568
4,465
39
9,854
1,164
197
1,849
3,699
54
6,963
(291)
(223)
Consolidated revenue/profit before tax for the year
56,249
55,617
9,563
6,740
United Kingdom
Europe
The Americas
Asia & Australia
Other
2021
£(000)
24,036
5,516
16,018
22,761
127
Assets
2020
£(000)
26,784
4,984
13,820
21,818
217
2021
£(000)
6,508
1,546
2,444
5,045
184
Liabilities
2020
£(000)
10,958
1,965
4,672
6,558
644
Consolidated assets/liabilities for the year
68,458
67,623
15,727
24,797
Capital additions
2020
£(000)
2021
£(000)
Depreciation and amortisation
2020
£(000)
2021
£(000)
United Kingdom
Europe
The Americas
Asia & Australia
Other
Total Group
228
46
1,383
898
8
2,563
334
110
4,119
1,147
21
5,731
The secondary segmental reporting is by the following business sectors:
Sector
Lift
Transport
Keypad
Inter-company sales
1,651
113
222
610
8
2,604
2021
£(000)
50,936
4,947
5,019
60,902
(4,653)
2,231
117
224
426
16
3,014
Revenue
2020
£(000)
48,501
6,139
4,856
59,496
(3,879)
56,249
55,617
Dewhurst plc Annual report & accounts 2021 29
Notes to the accounts
Note 2 Segment reporting continued
Lift
Transport
Keypad
Total Group
Capital additions
2021
£(000)
61,112
3,460
3,886
Assets
2020
£(000)
58,795
4,816
4,012
2021
£(000)
2,448
90
25
68,458
67,623
2,563
2020
£(000)
5,510
126
95
5,731
The Group has one major customer who accounts for £4.6 million (2020: £4.5 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
Impairment
Amortisation
Right-of-use asset depreciation
Foreign exchange differences
Other operating charges
2021
£(000)
2020
£(000)
429
24,487
16,404
985
202
1,130
489
50
2,219
66
25,587
15,604
976
–
1,687
351
141
4,242
Operating costs
46,395
48,654
Other operating charges include a gain on sale of property, plant and equipment £1,774k (2020: loss of £64k) and auditor’s
remuneration are detailed below. Expenditure on research and development was £440k (2020: £316k).
2021
£(000)
77
11
15
21
47
The Group
2020
£(000)
66
13
21
17
51
124
117
2021
£(000)
35
11
4
21
36
71
The Company
2020
£(000)
25
10
9
17
36
61
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
30 Dewhurst plc Annual report & accounts 2021
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)
2021
£(000)
14,619
942
19
824
The Group
2020
£(000)
13,824
943
–
837
16,404
15,604
2021
£(000)
The Company
2020
£(000)
653
79
19
67
818
661
72
–
78
811
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 £0.2 million (2020: £1.5 million). 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
2021
No.
137
203
340
The Group
2020
No.
2021
No.
The Company
2020
No.
149
219
368
7
–
7
7
–
7
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
2021
£(000)
702
112
814
2020
£(000)
794
35
829
Two Directors also received pension payments into their defined contribution schemes totalling £14k (2020: £19k).
The emoluments of the Directors are reported on page 18 of the Directors report and the remuneration of the highest paid Director
during the year was £250k (2020: £246k). The highest paid Director, under the defined benefit scheme has accrued pension of
£159k (2020: £149k) and a transfer value of £2,580k (2020: £3,131k).
Note 5 Finance income
Bank deposit interest
2021
£(000)
20
2020
£(000)
58
Dewhurst plc Annual report & accounts 2021 31
Notes to the accounts
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 Taxation
Current tax
UK corporation tax at 19.0% (2020: 19.0%)
Adjustment on prior years tax
Overseas taxation
Deferred tax
Origination and reversal of temporary differences
Tax expense in the income statement
2021
£(000)
(25)
(116)
(170)
(311)
2021
£(000)
593
(26)
1,385
1,952
2020
£(000)
(2)
(101)
(178)
(281)
2020
£(000)
460
33
1,628
2,121
158
(60)
2,110
2,061
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
Different rate of tax on overseas earnings
Additional reduction for R&D expenditure
Expenses not deductible for tax purposes
Other permanent differences
Movement in deferred tax rates
Deferred tax not recognised
Effective tax rate for the year
2021
£(000)
2020
£(000)
9,563
6,740
19.0%
19.0%
(0.3%)
4.6%
(0.5%)
5.2%
(0.1%)
(6.8%)
1.0%
0.5%
8.9%
(0.5%)
5.5%
–
–
(2.8%)
22.1%
30.6%
Note 8 Profit for the financial year
The parent company made a profit after tax for the financial year of £4,954k (2020: £2,476k), 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.
32 Dewhurst plc Annual report & accounts 2021
Note 9 Earnings per share and dividend per share
Weighted average number of shares
For basic and diluted earnings per share
2021
No.
2020
No.
8,081,398
8,328,365
The calculation of basic and diluted earnings per share is based on the profit for the financial year of £7,029,423 and on 8,081,398
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
2020 final paid of 9.25p (2019: 9.25p)
2021 interim paid of 4.25p (2020: 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
2021
£(000)
(748)
(343)
2020
£(000)
(778)
(315)
(1,091)
(264)
(1,093)
(190)
(1,355)
(1,283)
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 9.75p (2020: 9.25p) per share, totalling £788k
(2020: £748k). 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 2021
At 30 September 2020
2021
£(000)
The Group
2020
£(000)
16,515
(225)
–
16,535
(20)
–
16,290
16,515
6,772
(108)
6,816
(44)
6,664
6,772
9,626
9,743
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 –
£1,108k (2020: £1,139k), Lift Material Australia Pty Ltd acquired in July 2005 – £789k (2020: £811k), Dual Engraving Pty Ltd
acquired in February 2013 – £1,232k (2020: £1,266k), P&R Liftcars Pty Ltd acquired in January 2017 – £1,077k (2020: £1,107k) and
one in the UK, A&A Electrical Distributors Ltd acquired in June 2018 – £5,420k (2020: £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 2021 are based on 2021 EBITDA profits multiplied by an externally derived private company price index (PCPI).
The goodwill impairment charge that arose during the current year is nil (2020: 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.
Dewhurst plc Annual report & accounts 2021 33
Notes to the accounts
Note 11 Other intangibles
2021
Acquired
intangibles
£(000)
2021
Other
2021
Total
£(000)
£(000)
2020
Acquired
intangibles
£(000)
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 2021
At 30 September 2020
5,883
(24)
–
–
5,859
4,772
(24)
1,111
–
5,859
–
1,111
624
(2)
15
–
637
596
(2)
19
–
613
24
28
2020
Other
The Group
2020
Total
£(000)
£(000)
1,008
(3)
12
(393)
6,886
2
12
(393)
624
6,507
955
(3)
20
(376)
4,055
2
1,687
(376)
596
5,368
6,507
(26)
15
–
6,496
5,368
(26)
1,130
–
6,472
5,878
5
–
–
5,883
3,100
5
1,667
–
4,772
24
1,111
1,139
2,778
28
53
1,139
2,831
All amortisation has been charged to the statement of comprehensive income through operating costs and no intangible items are
held as security.
34 Dewhurst plc Annual report & accounts 2021
Note 12 Property, plant and equipment
Property
£(000)
Plant and
equipment
£(000)
The Group
Total
Property
£(000)
£(000)
Plant and
equipment
£(000)
Cost or valuation:
At 30 September 2019
Exchange adjustment
Additions
Disposals
At 30 September 2020
Exchange adjustment
Additions
Disposals
12,460
(107)
4,036
–
16,389
(75)
1,146
(760)
9,470
(87)
855
(387)
9,851
(95)
1,354
(632)
21,930
(194)
4,891
(387)
26,240
(170)
2,500
(1,392)
6,197
–
–
–
6,197
–
–
(26)
At 30 September 2021
16,700
10,478
27,178
6,171
181
–
85
–
266
–
–
(81)
185
Property
£(000)
Plant and
equipment
£(000)
The Group
Total
Property
£(000)
£(000)
Plant and
equipment
£(000)
Depreciation:
At 30 September 2019
Exchange adjustment
Charge for the year
Disposals
At 30 September 2020
Exchange adjustment
Depreciation charge for the year
Impairment charge for the year
Disposals
2,048
(18)
196
–
2,226
(21)
224
–
(456)
6,657
(65)
780
(305)
7,067
(64)
761
202
(588)
8,705
(83)
976
(305)
9,293
(85)
985
202
(1,044)
1,008
–
107
–
1,115
–
103
–
(24)
At 30 September 2021
1,973
7,378
9,351
1,194
Net book value:
At 30 September 2021
14,727
3,100
17,827
4,977
At 30 September 2020
14,163
2,784
16,947
At 1 October 2019
10,412
2,813
13,225
5,082
5,189
153
–
16
–
169
–
28
–
(81)
116
69
97
28
The Company
Total
£(000)
6,378
–
85
–
6,463
–
–
(107)
6,356
The Company
Total
£(000)
1,161
–
123
–
1,284
–
131
–
(105)
1,310
5,046
5,179
5,217
Included within property additions above is £nil (2020: £4.0 million being the new Dupar Controls property) of assets under
construction. Capital commitments contracted by the Group at 30 September 2021 for property, plant and equipment amounted to
£285k (2020: £2,165k) and by the Company is nil (2020: nil).
Dewhurst plc Annual report & accounts 2021 35
Notes to the accounts
Note 13 Investments – shares in subsidiary undertakings
The Company
Investments (Ordinary shares) are:
Cost
Provision for impairment
Investments in subsidiary undertakings are:
Cost (after provision for impairment):
Dewhurst UK Ltd
A&A Electrical Distributors 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
2021
£(000)
22,354
(7,002)
2020
£(000)
22,354
(7,002)
15,352
15,352
2021
£(000)
2020
£(000)
–
10,886
–
72
35
–
–
1,798
933
85
1,445
97
1
–
10,886
–
72
35
–
–
1,798
933
85
1,445
97
1
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.
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. Dewhurst Middle East stopped trading in 2020 but was formally liquidated on 30 November 2020.
In addition to the trading companies above the following dormant companies are also subsidiaries of the Group – Dewhurst &
Partner Ltd, Dewhurst Hounslow Property Ltd, LiftStore Ltd, TMP Professional Services Ltd & TMP Solutions Ltd.
36 Dewhurst plc Annual report & accounts 2021
Note 14 Inventories
Raw materials and components
Work-in-progress
Finished goods and goods for re-sale
2021
£(000)
1,234
643
4,720
6,597
The Group
2020
£(000)
2021
£(000)
The Company
2020
£(000)
1,519
672
4,017
6,208
–
–
–
–
–
–
–
–
Inventory above is shown net after an obsolete impairment provision of £1,337k (2020: £908k). 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
2021
£(000)
9,619
–
–
389
10,008
The Group
2020
£(000)
2021
£(000)
The Company
2020
£(000)
9,178
–
–
375
9,553
3
2
10
42
57
2
–
16
47
65
Trade receivables which relate solely to contracts with customers are shown net of provision for impairment. As a result of the
continuing risks perceived from Covid-19 the Group maintained its provision for impairment of £200k (2020: £200k).
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
2021
£(000)
396
(50)
(4)
7
349
The Group
2020
£(000)
2021
£(000)
The Company
2020
£(000)
334
80
(12)
(6)
396
–
–
–
–
–
–
–
–
–
–
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 2021
As at 30 September 2020
These receivables are of good credit quality.
Total
£(000)
9,619
9,178
Within
terms
£(000)
8,146
7,708
Up to 1
month
overdue
£(000)
873
1,123
Up to 2
months
overdue
£(000)
600
283
Over 2
months
overdue
£(000)
–
64
Dewhurst plc Annual report & accounts 2021 37
Notes to the accounts
Note 16 Cash and cash equivalents
Cash
Short-term deposits
Note 17 Trade and other payables
Trade payables
Other taxes and social security costs
Other payables
Accruals and deferred income
2021
£(000)
11,963
8,500
The Group
2020
£(000)
18,139
–
2021
£(000)
2,081
8,500
20,463
18,139
10,581
The Company
2020
£(000)
8,732
–
8,732
2021
£(000)
2,232
1,051
272
4,016
7,571
The Group
2020
£(000)
2021
£(000)
The Company
2020
£(000)
2,835
1,152
1,239
4,207
9,433
5
19
114
390
528
12
14
761
330
1,117
The Directors consider that the carrying amount of trade and other payables approximates to their fair value.
Note 18 Short-term provisions
Warranty provisions
2021
£(000)
343
The Group
2020
£(000)
343
2021
£(000)
–
The Company
2020
£(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 £25k (2020: £101k). Amounts utilised by the Group in the year were £22k (2020: £35k). There were no amounts charged
or utilised this year or last year by the Company.
38 Dewhurst plc Annual report & accounts 2021
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
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 (2020: 3,309,200) Ordinary
– 4,772,198 (2020: 4,772,198) ‘A’ non-voting ordinary
2021
£(000)
2,621
(1,336)
(16)
(158)
1,111
2021
£(000)
1,184
(73)
1,111
The Group
2020
£(000)
2,198
358
5
60
2,621
The Group
2020
£(000)
2,141
480
2,621
2021
£(000)
2,141
(1,336)
–
379
The Company
2020
£(000)
1,797
358
–
(14)
1,184
2,141
2021
£(000)
1,184
–
1,184
The Company
2020
£(000)
2,141
–
2,141
2021
£(000)
450
900
2020
£(000)
450
900
1,350
1,350
2021
£(000)
331
477
808
2020
£(000)
331
477
808
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.
Dewhurst plc Annual report & accounts 2021 39
Notes to the accounts
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 £843k (2020: £837k). All, apart from £19k (2020: nil) relating to
defined benefit pension scheme GMP equalisation and £36k (2020: £42k) 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 £788k (2020: £795k). There was an accrued charge of £19k at
the end of the reporting period in respect of the defined benefit scheme (2020: £20k). 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 (2020: £1,404k) 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 triennial review
was in June 2021 but is yet to be completed so will be reported in 2022.
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 was reviewed by the actuary
in 2021 and an additional £19k (2020: nil) was charged through the income statement.
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.
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 2021 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
2021
2020
3.45%
n/a
3.45%
2.05%
2.05%
21.9 yrs
23.9 yrs
23.2 yrs
25.4 yrs
2.90%
n/a
2.90%
1.60%
1.60%
22.2 yrs
24.1 yrs
23.5 yrs
25.7 yrs
Impact on plan liabilities
Decrease/increase by 1.7%
Increase/decrease by 0.7%
Increase/decrease by 3.4%
40 Dewhurst plc Annual report & accounts 2021
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 2021
£(000)
Fair value at
30 Sept 2020
£(000)
Fair value at
30 Sept 2019
£(000)
38,246
9,247
1,335
48,828
(53,565)
(4,737)
1,184
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
(3,553)
(9,127)
(8,773)
The amounts charged to operating profit in relation to current service costs (GMP Equalisation) are £19k (2020: £nil and 2019:
£639k).
Amounts charged to other finance costs:
Interest on pension scheme assets
Interest on pension scheme liabilities
Net benefit/(cost)
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
2021
£(000)
730
(900)
(170)
2021
£(000)
2,588
54
2,702
2020
£(000)
792
(970)
(178)
2020
£(000)
754
133
(2,773)
2019
£(000)
1,097
(1,280)
(183)
2019
£(000)
3,346
–
(7,905)
Actuarial gains/(losses) recognised in SOCI
5,344
(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
2021
£(000)
2,588
5.3%
54
(0.1%)
5,344
(10.0%)
2020
£(000)
754
1.6%
133
(0.2%)
(1,886)
3.3%
2019
£(000)
3,346
7.7%
–
0%
(4,559)
8.4%
Dewhurst plc Annual report & accounts 2021 41
Notes to the accounts
Note 21 Retirement benefit obligation continued
The movement in the scheme assets, liabilities and the net deficit are as follows:
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)
2021
Assets
£(000)
2021
Liabilities
£(000)
2021
Total
£(000)
2020
Total
£(000)
2019
Total
£(000)
45,789
(57,057)
(11,268)
(10,570)
(7,628)
(1,655)
1,404
(28)
–
730
2,588
1,655
–
–
(19)
(900)
2,756
–
1,404
(28)
(19)
(170)
5,344
–
1,404
(38)
–
(178)
(1,886)
–
2,504
(65)
(639)
(183)
(4,559)
Deficit in scheme at 30 September
48,828
(53,565)
(4,737)
(11,268)
(10,570)
Included in retained earnings is £12,924k (2020: £18,268k) being the cumulative actuarial losses on the defined benefit pension
scheme.
Note 22 Right-of-use assets and lease liabilities
Property
£(000)
Plant and
equipment
£(000)
2021
Total
£(000)
3,626
(37)
48
(6)
3,631
353
(7)
489
(6)
829
2,732
34
807
–
3,573
–
2
331
–
333
2,802
3,240
3,273
2,732
2020
Total
£(000)
2,764
34
828
–
3,626
–
2
351
–
353
3,273
2,764
32
–
21
–
53
–
–
20
–
20
33
32
Right-of-use assets
Cost or valuation:
At 30 September 2020
Exchange adjustment
Additions
Disposals
At 30 September 2021
Depreciation:
At 30 September 2020
Exchange adjustment
Charge for the year
Disposals
At 30 September 2021
Net book value:
At 30 September 2021
At 30 September 2020
Property
£(000)
Plant and
equipment
£(000)
3,573
(37)
30
–
3,566
333
(7)
470
–
796
2,770
3,240
53
–
18
(6)
65
20
–
19
(6)
33
32
33
42 Dewhurst plc Annual report & accounts 2021
Lease liabilities
Cost or valuation:
At 30 September 2020
Exchange adjustment
Additions
Interest
Repayments
At 30 September 2021
Of which:
Current lease liabilities
Non-current lease liabilities
2021
£(000)
2020
£(000)
3,416
(32)
48
117
(562)
2,860
8
828
101
(381)
2,987
3,416
450
2,537
2,987
443
2,973
3,416
Of the non-current lease liabilities £1,954k falls due in the next 2 to 5 years (2020: £1,901k) and £583k after 5 years (2020:
£1,072k). Other operating charges include short-term leases paid and expensed on a straight-line basis of £204k (2020: £239k).
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 charges to subsidiaries
Interest income received
Expected credit gains/(losses) charged to income statement
Dividend income received
Dividends paid to Directors
Loans and trade receivables due
2021
£(000)
1,189
150
11
214
4,552
150
502
2020
£(000)
1,076
150
54
(980)
2,889
146
980
Dewhurst plc Annual report & accounts 2021 43
Notes to the accounts
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 £4.1 million (2020: £4.7 million) and the Santander bank £10.2 million (2020: £8.6 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
Change in GB Pounds
Translational Impact
Group Revenue
Group Profit
Group Net Assets
Weaken/strengthen by 10%
Increase/decrease by 5.7%
Weaken/strengthen by 10%
Weaken/strengthen by 10%
Increase/decrease by 7.7%
Increase/decrease by 3.6%
The Group did not use forward contract derivatives to manage credit risk during the year.
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 2021
As at 30 September 2020
Total
£(000)
6,452
8,171
Within one
year
£(000)
Within one
to two years
£(000)
Over two
years
£(000)
6,112
7,838
–
–
340
333
Currency and interest rate exposure of financial assets and liabilities
The cash and cash equivalent amount of £20,463k (2020: £18,139k) is made up of cash of £11,963k (2020: £18,139k) and short-
term deposits of £8,500k (2020: nil). The cash was invested at overnight rates based on the relevant national LIBOR. Of the cash,
£14,144k (2020: £13,125k) is denominated in GB Pounds with the balance of £6,319k (2020: £5,014k) held in foreign currencies.
Other financial assets and liabilities do not attract interest.
44 Dewhurst plc Annual report & accounts 2021
Currency and interest profile
GB Pounds
AUS Dollars
US Dollars
CAN Dollars
Other
At 30 September 2020
GB Pounds
AUS Dollars
US Dollars
CAN Dollars
Other
Floating
rate
assets
£(000)
13,125
3,570
1,243
(17)
218
18,139
Fixed
rate
assets
£(000)
–
–
–
–
–
–
Interest
free
assets
£(000)
3,940
2,673
1,150
1,211
203
The Group
Interest
free
liabilities
£(000)
1,053
483
895
149
255
Floating
rate
assets
£(000)
8,728
–
4
–
–
9,177
2,835
8,732
–
–
–
–
–
–
5,644
4,409
1,034
502
374
8,500
–
–
–
–
2,933
3,054
1,663
1,736
233
1,088
484
290
84
286
2,081
–
–
–
–
8,500
–
–
–
–
Fixed
rate
assets
£(000)
The Company
Interest
free
liabilities
£(000)
Interest
free
assets
£(000)
3
–
–
–
–
3
3
–
–
–
–
3
12
–
–
–
–
12
5
–
–
–
–
5
At 30 September 2021
11,963
8,500
9,619
2,232
2,081
8,500
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 nil (2020: £650k), Dupar holds trade receivables denominated in US Dollars with a balance of £210k
(2020: £183k), Dewhurst (Hungary) Kft holds trade receivables denominated in US Dollars with a balance of £1,185k (2020: £525k)
and trade payables denominated in Euros with a balance of £109k (2020: £30k).
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 continues with one line of credit following its built of its new premises in Canada. 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 £nil (2020: £69k of borrowing). Last year Dupar also had a £3.5 million (C$6.0 million) construction line of credit
bearing interest at Canadian prime plus 1.0%. This was unused and was cancelled during this financial year. These credit facilities
are secured by a general security agreement, as well as collateral mortgages on the commercial properties of Dupar Controls Inc.
Following the sale of Dupar’s old premises any credit was repaid and the construction credit facility was removed.
Dewhurst plc Annual report & accounts 2021 45
Company financial statements
Company statement of changes in equity
For the year ended 30 September 2021
At 30 September 2019
Share repurchase
Actuarial gains/(losses) on defined benefit pension scheme
Deferred tax effect
Dividends paid
Profit for the year
At 30 September 2020
Actuarial gains/(losses) on defined benefit
pension scheme
Deferred tax effect
Dividends paid
Profit for the year
Share
capital
£(000)
841
(33)
–
–
–
–
808
–
–
–
–
Share
premium
account
£(000)
Capital
redemption
reserve
£(000)
Retained
earnings
Total
equity
£(000)
£(000)
157
–
–
–
–
–
157
–
–
–
–
296
33
–
–
–
–
329
–
–
–
–
19,572
(1,637)
(1,886)
358
(1,093)
2,476
20,866
(1,637)
(1,886)
358
(1,093)
2,476
17,790
19,084
5,344
(1,336)
(1,091)
4,954
5,344
(1,336)
(1,091)
4,954
At 30 September 2021
808
157
329
25,661
26,955
The notes on pages 26–45 form part of these financial statements
46 Dewhurst plc Annual report & accounts 2021
Company statement of financial position
At 30 September 2021
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
2021
£(000)
2020
£(000)
12
19
13
15
16
17
5,046
1,184
15,352
5,179
2,141
15,352
21,582
22,672
57
10,581
10,638
65
8,732
8,797
32,220
31,469
528
528
1,117
1,117
21
4,737
11,268
5,265
12,385
26,955
19,084
20
808
157
329
25,661
808
157
329
17,790
26,955
19,084
Retained earnings includes £4,954k (2020: £2,476k) of profit after tax for the financial year, which has been dealt with in the
financial statements of the holding company.
The financial statements were approved by the Board of Directors and authorised for issue on 8 December 2021 and were signed on
its behalf by:
Richard Dewhurst Chairman Jared Sinclair Finance Director
Company Registration Number: 160314
The notes on pages 26–45 form part of these financial statements
Dewhurst plc Annual report & accounts 2021 47
Company financial statements
Company cash flow statement
For the year ended 30 September 2021
Cash flows from operating activities
Operating profit/(loss)
Depreciation and amortisation
Contributions to pension scheme, net of administration fee & GMP equalisation
(Profit)/loss on disposal of property, plant and equipment
(Increase)/decrease in trade and other receivables
Increase/(decrease) in trade and other payables
Cash generated from/(used in) operations
Income tax paid
Net cash from/(used in) operating activities
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
Net cash generated from/(used in) investing activities
Cash flows from financing activities
Dividends paid
Purchase of own shares
Net cash used in financing activities
Notes
2021
£(000)
2020
£(000)
167
131
(1,357)
2
(1,057)
8
60
(989)
–
(989)
–
(649)
–
26
4,552
3,929
(311)
123
(1,366)
–
(1,554)
1,922
(614)
(246)
(3)
(249)
55
(624)
(85)
94
2,888
2,328
9
(1,091)
–
(1,093)
(1,637)
(1,091)
(2,730)
Net increase/(decrease) in cash and cash equivalents
1,849
(651)
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
16
16
8,732
10,581
9,383
8,732
The notes on pages 26–45 form part of these financial statements
48 Dewhurst plc Annual report & accounts 2021
Report of the independent auditor
Opinion
We have audited the financial
statements of Dewhurst Plc (the
‘Company’) and its subsidiaries (the
‘Group’) for the period ended 30
September 2021 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 2021 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.
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
In auditing the financial statements, we
have concluded that the director’s use
of the going concern basis of
accounting in the preparation of the
financial statements is appropriate. Our
evaluation of the directors’ assessment
of the entity’s ability to continue to
adopt the going concern basis of
accounting included:
• Reviewing bank statements to
monitor the cash position of the
group post year end
• Obtaining an understanding of
significant expected cash outflows in
the forthcoming 12-month period
from the date of signing these
financial statements including any
cash requirements the group may
have to provide to its investee
companies
• Assessing significant post year events
that have a material effect on the
financial statements
Based on the work we have performed,
we have not identified any material
uncertainties relating to events or
conditions that, individually or
collectively, may cast significant doubt
on the group’s ability to continue as a
going concern for a period of at least
twelve months from when the financial
statements are authorised for issue.
Our responsibilities and the
responsibilities of the directors with
respect to going concern are described
in the relevant sections of this report.
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.
Dewhurst plc Annual report & accounts 2021 49
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 £56,249,000
(2020: £55,617,000) for the year to 30 September 2021.
We checked compliance with IFRS 15, Revenue from Contracts
with Customers.
Inventory Provisioning
The Group held £6,597,000 (2020: £6,208,000) of inventory as at
30 September 2021.
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 (2020:
£15,352,000). And the Group had Goodwill and Intangible assets
of £9,650,000 (2020: £10,882,000).
The Company has amounts due from Group companies of £2,000
(2020: £Nil).
Management have performed impairment reviews and have
exercised judgement as to the recovery of these investments and
amounts due.
50 Dewhurst plc Annual report & accounts 2021
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.
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.
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.
Key audit matters
Key audit matter
How our audit addressed the key audit matter
Carrying value of the retirement benefit obligation and disclosures of retirement benefit obligations
There is a risk that the retirement benefit obligation amounting to
£4,737,000 (2020: £11,268,000) 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.
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
£562,000 (30 September 2020: £556,000).
£270,000 (30 September 2020: £191,000).
How we determined it
A benchmark of 1% of Turnover was used to determine the
materiality for the Group (2020: 1% of Turnover).
A benchmark of 1% of net assets.
Rationale for benchmark applied
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 £270,000.
We agreed with the Audit and Risk
Committee that we would report to
them misstatements identified during
our audit above £28,100 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
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 14 reporting units,
comprising the Group’s operating
businesses of which 12 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 12 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, six 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
Dewhurst plc Annual report & accounts 2021 51
Report of the independent auditor
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 Directors’ Report for
the financial year for which the
financial statements are prepared is
consistent with the financial
statements; and
• the strategic report and the
Directors’ Report 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 Directors’ Report.
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 20, 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
52 Dewhurst plc Annual report & accounts 2021
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.
The extent to which the audit
was considered capable of
detecting irregularities
including fraud
Our approach to identifying and
assessing the risks of material
misstatement in respect of
irregularities, including fraud and
non-compliance with laws and
regulations, was as follows:
• The senior statutory auditor
ensured the engagement team
collectively had the appropriate
competence, capabilities and
skills to identify or recognise
non-compliance with applicable
laws and regulations.
• We identified the laws and
regulations applicable to the group
through discussions with directors
and other management:
fraud. We believe our tests are
sufficient in this regard. The
engagement team has remained alert
to any indication of fraud or non-
compliance with laws and regulations
throughout the audit.
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 2021
• The Companies Act 2006 and IFRS in
respect of the preparation and
presentation of the financial
statements and;
• AIM regulations and Market Abuse
Regulations
• We focused on specific laws and
regulations which we considered
may have a direct material effect on
the financial statements or the
operations of the company, including
taxation legislation, data protection,
anti-bribery, employment,
environmental, health and safety
legislation and anti-money
laundering regulations.
• We assessed the extent of
compliance with the laws and
regulations identified above through
making enquiries of management
and inspecting legal correspondence.
• Identified laws and regulations were
communicated within the audit team
regularly and the team remained
alert to instances of non-compliance
throughout the audit; and
We assessed the susceptibility of the
company’s financial statements to
material misstatement, including
obtaining an understanding of how
fraud might occur, by:
• making enquiries of management as
to where they considered there was
susceptibility to fraud, their
knowledge of actual, suspected and
alleged fraud; and
• considering the internal controls in
place to mitigate risks of fraud and
non-compliance with laws and
regulations.
To address the risk of fraud through
management bias and override of
controls, we:
• Performed analytical procedures to
identify any unusual or unexpected
relationships;
• Tested journal entries to identify
unusual transactions;
• Assessed whether judgements and
assumptions made in determining
the accounting estimates set out in
note 1 of the financial statements
were indicative of potential bias;
• Investigated the rationale behind
significant or unusual transactions;
and
In response to the risk of irregularities
and non-compliance with laws and
regulations, we designed procedures
which included, but were not limited
to:
• agreeing financial statement
disclosures to underlying supporting
documentation;
• reading the minutes of meetings of
those charged with governance;
• enquiring of management as to
actual and potential litigation and
claims; and
• reviewing correspondence with
HMRC and the company’s legal
advisors.
There are inherent limitations in our
audit procedures described above.
The more removed that laws and
regulations are from financial
transactions, the less likely it is that
we would become aware of
non-compliance. Auditing standards
also limit the audit procedures required
to identify non-compliance with laws
and regulations to enquiry of the
directors and other management and
the inspection of regulatory and legal
correspondence, if any.
Material misstatements that arise due
to fraud can be harder to detect than
those that arise from error as they may
involve deliberate concealment or
collusion.
A further description of our
responsibilities for the audit of the
financial statement 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
We were appointed by the board of
directors on 16 August 2018 to audit
the financial statements. Our total
uninterrupted period of engagement is
4 years, covering the period ending 30
September 2021.
The audit has been designed to detect
all material irregularities, including
Dewhurst plc Annual report & accounts 2021 53
Notice of meeting
Notice is hereby given that the one
hundredth and second 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 15 February 2022 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.
Ordinary resolutions
1 To receive and adopt the statement
of accounts for the year ended
30 September 2021 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 21 January 2022.
3 To re-elect as a Director
Ms S McErlain, who retires by rotation
under the Articles of Association.
4 To re-elect as a Director
Mr C Holroyd, 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
2023 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 2021
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
13 February 2022 (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 13 February 2022 (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.
54 Dewhurst plc Annual report & accounts 2021
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
Other overseas
representation
The Group maintains overseas
representation in major
countries throughout the world
Group companies
Head office
Dewhurst plc
Head office
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.
150 Goddard Crescent
Cambridge, Ontario
Canada N3E 0A9
Tel: 001 519 624 2510
sales@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
www.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
Dewhurst plc Annual report & accounts 2021 55
Advisers and company information
Auditor
Jeffreys Henry LLP
Chartered Accountants and Statutory
Auditor
5-7 Cranwood Street
London EC1V 9EE
Bankers
National Westminster Bank plc
Secretary and
registered office
Jared Sinclair
Dewhurst plc
Unit 9 Hampton Business Park
Hampton Road West
Feltham TW13 6DB
Registered No. 160314
275-277 High Street
Hounslow
Middlesex TW3 1EG
Registrars
Link Group
10th Floor
Central Square
29 Wellington Street
Leeds LS1 4DL
Nominated adviser and
broker
Singer Capital Markets
1 Bartholomew Lane
London EC2N 2AX
Solicitors
Taylor Wessing LLP
5 New Street Square
London EC4A 3TW
56 Dewhurst plc Annual report & accounts 2021
Design: Gill Davies Associates
www.dewhurst.plc.uk