JUDGES SCIENTIFIC PLC
ANNUAL REPORT AND ACCOUNTS 2024
A proven track record
Judges Scientific plc is an AIM-quoted group focused on acquiring and developing companies
within the scientific instrument sector. Corporate expansion is being pursued, both through
Organic growth within its subsidiary companies and through the acquisition of top-quality
businesses with established reputations in worldwide markets.
e Robust business model;
pursued with discipline
e Large pool of targets, every
acquisition is earnings
enhancing; twenty
five acquisitions since
May 2005
e Strong long-term growth
drivers in research and
process optimisation
e Well diversified by
geography and by
scientific application
e Management focused
on shareholder value
– profitability, cash
generation, debt reduction,
dividend growth and
return on capital
Cover image: Teer Coatings’ UDP (Ultra-Dense PVD) system is an
advanced surface coating technology that enhances material properties
for various applications.
This page: The Linear Transfer Cluster utilises a UHV transfer arm for
seamless and cost-effective exchange of wafers between chambers.
INVESTMENT CASE
Dividend growth
10+%
for past 15 years
Total revenue CAGR
20%
Total EBIT CAGR
26%
STRATEGIC REPORT
HIGHLIGHTS
Strategic report
1 Highlights
2 At a glance
3 Our businesses
12
Chair’s statement
14
Chief Executive’s report
17 Chief Financial Officer’s report
21
Business model
22 Strategy
23 Section 172 statement
24 Sustainability report
32 Non-financial and sustainability
information statement
42 Principal risks and uncertainties
Governance report
44 Board of Directors
46 Corporate Governance statement
50 Audit Committee report
52 Remuneration Committee report
56 Directors’ report
Financial statements
58 Independent auditor’s report
67 Consolidated statement of
comprehensive income
68 Consolidated balance sheet
69 Consolidated statement of changes
in equity
70 Consolidated cashflow statement
71 Notes to the consolidated
financial statements
100 Parent company balance sheet
101 Parent company statement of
changes in equity
102 Notes to the parent company
financial statements
108 Ten-year financial history
109 Company information
For more information visit:
www.judges.uk.com
* Organic describes the performance of the Group including
businesses acquired prior to 1 January 2023.
** Adjusted earnings figures exclude adjusting items relating to
amortisation of acquired intangible assets, acquisition-
related costs, share-based payments and hedging of risks
materialising after the end of the year. Adjusted net cash/
debt includes acquisition-related liabilities and excludes IFRS
16 liabilities.
FINANCIAL HIGHLIGHTS
e Revenues down 1.8% to £133.6m (2023: £136.1m), including 8% Organic* decline.
e Adjusted** operating profit down 19.8% to £27.9m (2023: £34.8m):
• Statutory operating profit of £16.7m (2023: £21.6m).
e Adjusted** basic earnings per share down 24% to 283.4p (2023: 374.6p):
• Statutory basic earnings per share of 156.7p (2023: 145.8p).
e Final dividend of 74.8p, totalling 104.5p for the year, an increase of 10%;
covered 2.7 times by adjusted earnings.
e Organic* order intake up 7% compared with 2023.
e Organic* order book at 19.2 weeks (31 December 2023: 17.0 weeks); total order
book 18.7 weeks.
e Cash generated from operations of £34.0m (2023: £31.3m).
e Adjusted** net debt of £51.7m as at 31 December 2024,
(31 December 2023: £45.1m):
• Statutory net debt of £55.7m at 31 December 2024 (31 December 2023: £51.6m).
e Cash balances of £17.9m as at 31 December 2024 (31 December 2023: £13.7m).
STRATEGIC HIGHLIGHTS
e The Group acquired Teer Coatings, Luciol, and Rockwash in 2024 for a combined
maximum consideration of £20.6m (including earn-out but excluding excess cash).
e Strengthened Executive team following the appointment of Dr Ian Wilcock as Group
Commercial Director in September 2024.
e Extension and increase of our banking facility to £140m including £50m accordion.
Revenue (£m)
133.6
(1.8)%
22
22
22
23
23
23
24
24
24
20
20
20
21
21
21
79.9
91.3
113.2
136.1
133.6
Adjusted**basic earnings per share (pence)
283.4
(24.3)%
177.2
238.1
363.8
374.6
283.4
Adjusted** operating profit (£m)
27.9
(19.8)%
14.4
18.8
30.1
34.8
27.9
KEY FINANCIALS
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
1
Judges Scientific plc Annual report and accounts 2024
AT A GLANCE
Organic and
acquisitive growth
Judges Scientific plc is an AIM-quoted group focused on acquiring and
developing companies within the scientific instrument sector. The Group
consists of twenty five businesses and maintains a policy of selectively
acquiring businesses that generate sustainable profits and cash.
25
Businesses
20%
CAGR Total revenue
7%
CAGR Organic revenue
777
Employees
26%
CAGR Total EBIT
9%
CAGR Organic EBIT
UK (domicile)
Rest of Europe
North America
China/Hong Kong
Rest of the World
KEY STATISTICS
£133.6m
Group revenue
£17.8m
£32.9m
£36.5m
£13.6m
£32.8m
OUR TIMELINE
2007
2008
2014
Aitchee Engineering
Sircal Instruments
Fire Testing Technology
Deben
KE Developments
GDS
Instruments
Scientifica
Quorum
Technologies
PE.fiberoptics
UHV Design
Armfield
2010
2011
2012
2013
2015
2006
2005
2009
STRATEGIC REPORT
STRATEGIC REPORT
Judges Scientific plc Annual report and accounts 2024
2
RECENT ACQUISITIONS
2025
2018
2019
2021
2023
Dia-Stron
CoolLED
FIRE
EWB Solutions
Moorfield
Oxford
Cryosystems
THT
Henniker
Teer
Korvus
BNV
Rockwash
Geotek
Luciol
2016
2024
2017
2020
2022
Teer Coatings Ltd, established in 1985, is a UK-based company
specialising in thin-film coating technologies, with a focus on
Physical Vapor Deposition (PVD).
As a pioneer in advanced surface engineering, the company designs and
manufactures a wide range of high-performance coating systems that
can be used in a variety of industries including Mints, Research &
Development, Medical, Optical and Manufacturing. The company also
offers bespoke coating systems tailored to deal with low or high-volume
processing needs, capable of coating small intricate parts, through to
parts with dimensions of several metres.
Additionally, Teer Coatings offers advanced PVD coating services,
enhancing surfaces with improved wear resistance, hardness, corrosion
protection and reduced friction. These can either be standard coatings
taken from the existing range or tailored solutions for industries like
motorsport, aerospace, automotive, sensors and medical devices, where
functional coatings and precious-metal coatings are also available.
Teer Coatings’ innovations are underpinned by continuous research
and development, with a commitment to improving existing
technologies and creating custom coating solutions. Today, Teer
Coatings is recognised globally for its technical expertise and quality,
operating as a key supplier for industries requiring reliable and durable
PVD coating solutions.
Teer
Coatings
www.teercoatings.co.uk
Image: Teer Coatings’ UDP (Ultra-Dense PVD) system is
an advanced surface coating technology that enhances
material properties for various applications.
OUR BUSINESSES
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
3
Judges Scientific plc Annual report and accounts 2024
OUR BUSINESSES CONTINUED
RECENT ACQUISITIONS CONTINUED
Luciol Instruments has been designing and manufacturing
high-resolution fibre optic instruments using its proprietary
photon-counting OTDR technology since 2008.
These instruments are developed to characterise short fibre lengths or
to locate fibre faults in aircraft, vehicles, machines or other structures
with minimal disruption and downtime, locating faults with
sub‑centimetre accuracy.
Luciol’s patented technology finds applications in Aerospace, Rail,
Maritime, Oil & Gas, Military, Fibre Sensing and FTTx/PON markets
around the world. The designs are very adaptable and can cover a wide
variety of wavelengths from 650nm to 1650nm in both multimode and
single mode fibres. This allows customers the freedom to develop the
optimum solution for their specific application in the knowledge that
Luciol can adapt its instruments to design a dedicated test solution at
an affordable price.
All Luciol’s instruments are easily portable, bringing the solution to the
problem wherever it exists. Leading OEMs such as Airbus, Boeing, ASML
and many others trust Luciol to get their valuable assets back on line in
no time
Founded in 2010, Rockwash leads the world in digitalising and
analysing rock cuttings (chips) from international drilling operations.
Rockwash revolutionised sample preparation with our automated,
patented rock-washing method and conveyance apparatus. This
significant advancement in speed and consistency has ignited interest
in extracting valuable geological information from neglected rock
cuttings stored worldwide.
High-quality, consistent cuttings digitalisation is crucial, feeding into
Machine Learning and Artificial Intelligence applications for rock data.
Rockwash is the key provider of such “normalised” data, essential for
advancing future digital geoscience applications.
Partnering with Geotek, Rockwash is embarking on enhanced cuttings/
chips measurements and digitalisation. Their goal is to accelerate
delivery speed and broaden measurement scope, providing advanced
data types and projects for their clients.
Luciol
Instruments
Rockwash
Geodata
www.luciol.com
www.rockwash.co.uk
Image: The LOR-220 is based on Luciol’s novel scanning
photon-counting technology. It is well suited for short
range fiber testing in aviation, automotive and similar
applications.
STRATEGIC REPORT
STRATEGIC REPORT
Judges Scientific plc Annual report and accounts 2024
4
Geotek specialises in high-resolution, non-destructive analysis
of geological cores and samples. We have designed, built, and
supplied our range of Multi-Sensor Core Logger (“MSCL”)
systems for over 30 years, using a suite of geophysical,
geochemical and imaging sensors. Geotek provides equipment
sales and services to science and industry worldwide.
The Geotek Multi-Sensor Core Logger (“MSCL”) systems enable a suit
of measurements to be obtained rapidly, accurately and automatically
on sediment, rock cores and a range of cuttings and chip sample types.
The rugged and field deployable design of the equipment makes it
suitable for use in either an in country laboratory or repository
environment, onboard survey and drilling vessels and at drill site
applications. Additionally Geotek design and manufacture a full range
of cabinet-based digital 2D and 3D X-ray imaging systems for
structural analysis in a variety of geoscience markets.
Geotek Coring offers customised services using its long term experience to
collect cores (under full in-situ pressures if required), to specialist
laboratory testing. Acquiring geological cores is expensive; but the data
locked within these samples determines the outcome of the oil and gas
field development, research expedition, wind turbine location, foundation
or tunnel design, pipeline and cable routes, or mineral exploration risk.
Maximising the data recovered from every metre, centimetre and
millimetre of core is therefore imperative in order to balance the cost of
acquisition against the reward of development regardless of the industrial
purpose.
Geotek’s specialist core logging services team utilises non-destructive
MSCL and X-ray CT core logging techniques to maximise the value of
geological material for nearly any industry. Our specialist laboratories,
located in the UK/Europe, North America, Australia and South America,
give our team of geoscientists and engineers a worldwide presence
regardless of whether the project is onshore or offshore. Our MSCL
instruments deployed into field applications are the focus of our
Services business addressing applications in Geotechnical, Oil & Gas
and Mining applications via leasing of equipment or fully serviced
projects to deliver high value data deliverables to our clients, this
comprises our sample digitisation work flow via our supporting
software “Atlas” to provide data management, visualisation and
analysis as a “turnkey” service.
Image:New RXCT 180 KV X-Ray computed tomography system.
Quorum Technologies manufactures market-leading scientific instrumentation
used for Electron Microscopy (“EM”) sample preparation. Electron Microscopy is an
essential research tool in many areas of scientific study, from the fight against
major diseases, through to food safety and the development of advanced
microelectronics and new materials.
At Quorum Technologies we understand that exacting EM sample preparation is
the only way to provide our customers with exceptional results. Leading the way in
sample preparation techniques such as cryo-SEM, sputter and carbon coating,
critical point drying and glow discharge, Quorum Technologies’ full range of
high-quality instruments offer unparalleled ease of use and reproducibility – time
and time again. Quorum Technologies continues to drive innovation in EM sample
preparation, benefitting researchers worldwide.
Key products include:
e P3010 Cryo Preparation System: A market-leading system designed for cryo SEM
preparation.
e QCoat Series of Sputter and Carbon Coaters: Renowned for their quality, ease of
use and reproducibility.
Image: Quorum’s new TurboQ coating system.
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GOVERNANCE REPORT
FINANCIAL STATEMENTS
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Judges Scientific plc Annual report and accounts 2024
OUR BUSINESSES CONTINUED
GDS designs, develops and manufactures equipment and
software used for the computer-controlled testing of
soils and rocks.
This technology is used to evaluate the mechanical properties that are
key in geotechnical and earthquake engineering design.
Services include:
e advanced systems for commercial soil and rock testing laboratories; and
e bespoke systems for university research in the engineering properties
of soil and rock.
Image: The GDS VDDCSS (Variable Direction Dynamic Cyclic Simple Shear) is an
electromechanically controlled soil testing system that allows independent control of
stress and strain in 3 discrete directions. The system is specifically designed to recreate
the simultaneous application of wave and wind loading in different directions for the
assessment and design of wind turbine foundations.
UHV Design, founded in 1993, specialises in the design,
manufacture and supply of high precision motion,
manipulation, heating and cooling (cryogenic) of
samples for use in the high and ultra-high vacuum
environments for materials research.
Globally, our products are essential in major big physics experiments
including:
e high energy particle accelerators such as CERN and SLAC;
and synchrotron light sources including PSI (Swiss), Argonne (USA)
and the UK’s own facility, Diamond.
They are also used routinely in laboratory-scale R&D instrumentation
focused on new state-of-the-art materials in: semiconductors,
photovoltaics, catalysis and bio‑compatible materials.
Image: High performance beamline diagnostic device (Wire Scanner) for use in
particle accelerators.
Aitchee Engineering is a trusted and established precision
engineering company who specialise in high-quality
sheet metalwork, laser cutting and CNC machining.
Utilising advanced software, Aitchee can transform customer drawings
into precision manufactured products made from materials such as
steel, aluminium, stainless steel, yellow metals and plastics. We cater to
a wide range of customer’s needs, including large batch production,
call-off orders, research and development and prototype creation.
STRATEGIC REPORT
Judges Scientific plc Annual report and accounts 2024
6
Established in 1989, FTT is a global leader in the
manufacture and supply of reaction to fire testing
instrumentation and has supplied the majority of leading
fire research groups and testing laboratories around
the world.
Our directors and senior researchers are active participants in UK, ISO,
CEN and ASTM standardisation committees, ensuring that our
instruments are always fully compliant and enabling us to contribute to
the development of national and international fire safety standards.
Headquartered in the UK, with a network of worldwide agents, FTT is
able to offer customers local support and training across the globe.
Image: Fire Model showing Methane test for calibrating the heat release rate measured
by the apparatus using methane of 99.5% purity.
Oxford Cryosystems is a global leader in the design and
manufacturing of advanced low-temperature devices.
The company revolutionised cryogenic sample cooling with the
development of their first open-flow system, the Cryostream (80-500K),
which rapidly became the industry standard for sample cooling in x-ray
diffraction (XRD). Building on this legacy of innovation, Oxford
Cryosystems expanded its product portfolio to include cutting-edge,
cryogen-free devices such as the Cobra (80-500K) and N-Helix
(28-300K), as well as the Phenix (12-290K) (pictured), a specialised
cryostat designed for powder diffraction.
At the core of these products are high-performance Gifford-McMahon
(GM) cryocoolers. Machined and manufactured in-house, these GM
cryocoolers feature variable speed motors, enabling them to dynamically
adapt to changing cooling requirements—an advantage over fixed-speed
alternatives. With the option of ruggedised ports, these cryocoolers are
used in a range of demanding applications, and their proven reliability
and precision have made them instrumental in large scale projects such
as SARAO’s 64-dish MeerKAT array, further reinforcing their critical role
in advanced scientific research.
Image: The Phenix (12-290K).
EWB Solutions specialises in the design and
manufacture of edge-welded metal bellows where a
high integrity hermetic seal is required in the presence
of an applied movement.
Supplied globally, EWB bellows are produced in a wide range of
materials, meeting a variety of life and environmental constraints for
applications within a diverse range of industries such as semiconductor
processing, particle physics experimentation, material/surface analysis,
oncology therapy and aerospace processing.
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FINANCIAL STATEMENTS
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Judges Scientific plc Annual report and accounts 2024
OUR BUSINESSES CONTINUED
Image: The Deben OF20kN Open Frame system.
Image: CoolLED pE-800 LED Illumination System on an Evident Olympus IX73
Inverted Microscope.
Deben provides a wide range of innovative in-situ
solutions for customers operating Scanning Electron
Microscopes (SEM), micro X-ray CT, Optical
Microscopes, AFM, Benchtop and Synchrotrons, with
tensile and compression stages with typical force
measurements from 1N to 25kN and torsion to 100Nm
available, heating and cooling, and detectors to suit
these applications. Working together with all major
OEMs, their mission is to provide testing solutions to
scientists and researchers of microscopy around the
world, enabling them to make advances in science and
technology for the betterment of the world.
Deben standard products groups are:
e In-situ tensile and compression testing systems.
e In-situ Heating and cooling stages.
e In-situ Environmental stages.
e Detectors for SEM.
e Accessories for SEM.
e Custom in-situ solutions.
CoolLED designs and manufactures cutting-edge
illumination systems, transforming optical inspection
and imaging research by pioneering the use of LEDs as
controllable and sustainable replacements for halogen
and mercury-based lamps.
Our broad expertise across engineering and the life sciences drives
the development of solutions for applications including:
e Routine to advanced fluorescence microscopy across the life
sciences, including calcium imaging and optogenetics techniques.
e Automated fluorescence, where the customisable Amora Series
strengthens our reputation as a leading OEM in the life sciences –
especially in the fast-growing area of spatial biology.
e Industrial inspection and metrology, particularly in the
semiconductor sector which is transitioning away from bulbs
and towards stable, powerful and controllable LED solutions.
We also continue to push the boundaries with an exciting product
development plan.
Armfield Limited is a global supplier of equipment
for engineering education and research and
development systems for the food industry.
Typically, Armfield’s engineering education and research
products are sold into the tertiary education sector. Customers
are institutes teaching disciplines in civil, chemical, mechanical
and food engineering including vocational schools, technical
institutes, specialised engineering universities and training
establishments or government bodies such as the Ministry
of Defence, Ministry of Education or Petroleum authorities.
Armfield’s industrial food research products are for the
development of beverages, dairy, ingredients, edible oils,
flavours, fragrances, liquid foods and nutraceuticals and are
sold into the food and pharmaceutical sectors. Customers
include start-up companies, established businesses,
multinationals and R&D centres of excellence.
Image: The new FT102XA carbonator enables food research developers to experiment and test their
beverage formulas at a variety of carbonation levels and then fill and seal into cans, glass and PET
bottles and kegs.
STRATEGIC REPORT
Judges Scientific plc Annual report and accounts 2024
8
Thermal Hazard Technology (THT) enables the development of
high-performance batteries, safe research into reactive chemicals,
and scalable testing of energetics.
Using THT instruments allows customers to obtain precise data on reaction enthalpy,
thermal kinetics, pressure build-up, and thermal limits—enabling safer, more efficient
scale-up and innovation within sectors critical in the move to greener transport, high-
density energy usage, energy storage, cutting edge electronics, advanced pharmaceuticals,
and defence.
THT designs and manufactures leading-edge calorimeters. Our portfolio spans adiabatic,
reaction, and, more recently, isothermal systems, supporting process development, hazard
assessment, and battery performance testing.
At the core of our range is the industry-defining Accelerating Rate Calorimeter (ARC): the
global standard for adiabatic safety testing, providing unparalleled insight into thermal
runaway behaviour under real-world conditions.
Image: Pouch cell battery being prepared for testing in THT EV+ ARC. Image courtesy of Dr Carlos Ziebert,
Head of Battery Safety Centre, Karlsruhe Institute of Technology, Germany. © KIT/Almut Ochsman, Markus Breig.
Moorfield are a team of scientists and engineers
specialising in the design, manufacture, supply, and
support of vacuum deposition (PVD and CVD), etching
and annealing systems.
All tools are highly modular with a range of options to suit uses and
budgets. Customisations are routine. Systems are easy to use and
durable whilst having high levels of functionality. The company also
offers components, consumables, and coating services. Moorfield
systems are applied for research, product development and batch
production. Applications include semiconductors, photovoltaics,
superconductors, sensors, optics, graphene and 2D materials. Academic
and industrial markets are served, worldwide.
Image: Moorfield MinLab125 magnetron sputtering system. MiniLab systems provide
research-grade thin-film deposition for R&D applications in cutting-edge fields such as
2D materials, organic electronics and renewable energies.
Korvus Technology’s HEX series are highly modular,
cost effective, compact thin-film coating systems.
The unique open-frame concept is the bedrock upon which the
flexibility of the HEX series is built. This design allows panels, sample
tables, sources and in-situ measurement instruments to be
interchanged at ease, and extends the product range to cluster systems,
providing an unrivalled level of freedom and choice to those in the
thin-film R&D sector. Korvus offers a wide range of thin film deposition
instruments to integrate/upgrade to, including E-Beam Evaporators,
Sputtering Sources, Low Temperature Organic Evaporators and Thermal
Evaporators. The systems are used within Universities and Laboratories
worldwide for applications including research into green energy
technology, OLED, nanomaterials, contact metallisation, and coating of
electrical contacts.
Image: Highly customised HEX-L system
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FINANCIAL STATEMENTS
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Judges Scientific plc Annual report and accounts 2024
OUR BUSINESSES CONTINUED
Dia-Stron is the global leader in fibre
testing instrumentation.
Measurement systems provide scientific insights and performance data to
customers, being academia or industry, in the cosmetic and composite
materials sectors. Dia-Stron supplies automated and high-throughout
testing systems to evaluate properties such as diameter, tensile strength,
fatigue, shear, or bending modulus on hair, natural, and synthetic fibres.
One of the latest developments is the LEX-IFSS used in assessing interfacial
properties between a plastic matrix droplet and a single fibre, to predict
mechanical behaviour of fibre reinforced plastics in the composite field.
Our state-of-the-art applications laboratory supports customers through
contract testing services based on both Dia-Stron and Bossa Nova Vision
(BNV) evaluation methods and enables company scientists to generate
data to stay at the forefront of fibre research, connecting with scientific
communities around the world. Dia-Stron works closely with BNV with a
common management team ensuring we provide best possible visual and
physical test instrumentation to our global customers.
Image: Dia-Stron’s new fibra.stress combining dimensional and tensile measurements
of natural and synthetic single fibres in one instrument.
Sircal designs, manufactures and distributes rare gas
purifiers primarily used in metal analysis through the
Arc/Spark spectrometry technique.
This technique provides qualitative and quantitative analysis of metallic
samples to determine their purity. Our products are sold worldwide to
OEM customers (spectrometer manufacturers who integrate these
purifiers with their own instruments) or directly to end users, including
metal manufacturers, dealers and testing laboratories.
Scientifica is a globally trusted partner in life
science research, specialising in advanced
electrophysiology equipment.
With over 25 years of experience, the company collaborates with leading
scientists to develop cutting-edge solutions for patch clamp and in vivo
experiments. Its technology supports breakthroughs in neuroscience,
cardiac research, and beyond, driving a deeper understanding of human
health and disease. Designed and manufactured in the UK, Scientifica’s
equipment is used in top research institutions across more than 40
countries. With a diverse team of experts from academia and industry, the
company ensures precision, innovation, and reliability in every product.
Image: Scientifica excels in providing complete electrophysiology rigs, simplifying the setup
process for researchers. Its high-quality, integrated solutions support a range of
electrophysiology techniques, including patch clamp recordings
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Judges Scientific plc Annual report and accounts 2024
10
PE.fiberoptics is a leading manufacturer of test
equipment that measures optical and physical
properties of optical fibres and cables.
Optical fibres are the main medium for long-distance transmission of
telecommunication data and form the backbone of the world’s internet
and telecommunications networks. Our products support the leading
fibre and cable manufacturing companies around the world during
production and in their quality assurance and R&D laboratories.
Henniker develops advanced plasma surface
treatment equipment and processes that solve
common material compatibility issues faced by STEM
researchers and in high-tech manufacturing.
Our technology helps to deliver competitive advantages to our customers,
allowing them to increase product life-cycles and to reduce costs.
Plasma technology modifies the surface properties of materials by
applying an invisible ultra-thin layer to polymers, glass, ceramics and
metals, making them easier to bond, or to impart other functionality
such as biocompatibility and low friction behaviour.
Henniker’s systems are relied upon in a wide range of key
processing steps in industries including life science, automotive
and aerospace engineering.
Image: Henniker’s ‘Nebula’ Advanced Plasma Coating System.
Bossa Nova Vision (BNV) is a global leader in visual
test instrumentation for the cosmetic industry.
Measurement systems based on vision technologies are dedicated to
evaluating the visual appearance of hair and skin for claim
substantiation, ingredient performance, or product efficacy.
Properties such as shine, colour, optical texture, or shape can easily be
assessed on BNV turnkey testing equipment. BNV instruments are
found around the world in the laboratories of major cosmetic
companies, such as L’Oréal, P&G, Unilever, Colgate-Palmolive and
Henkel, of hair appliance producers (Philips, GHD, etc.), as well as
ingredient manufacturers, Croda, BASF, Dow, Solvay, and Symrise to
name a few. In addition, BNV offers polarisation camera solutions for
non-destructive material testing. BNV works closely with Dia-Stron
with a common management team ensuring we provide best possible
visual and physical test instrumentation to our global customers.
Image: Using polarization-imaging to separate the different components of light
reflected from hair swatches, the SAMBA Hair extract valuable data for research and
claims on luster properties of hair.
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GOVERNANCE REPORT
FINANCIAL STATEMENTS
11
Judges Scientific plc Annual report and accounts 2024
CHAIR’S STATEMENT
For the year ended 31 December 2024
The year under review was a disappointing one as, for only the fourth
time in our nineteen year history as a group of scientific instruments
manufacturers, we were unable to beat the records achieved the previous
year. As previously announced, the decline in financial performance was
mainly caused by the timing of our Geotek coring business’ latest
expedition but this was accentuated by wider market headwinds
affecting businesses across our Group to varying degrees, including
weaker order intake. While our trading performance was disappointing,
M&A activity was relatively buoyant, with three acquisitions completed,
and cash conversion was restored to normal levels.
Generating attractive returns for our shareholders remains the core
purpose of the Group. As such, the Board is pleased to be
recommending a final dividend of 74.8p, resulting in a total dividend of
104.5p in respect of 2024, which is a 10% increase on the prior year
(2023: 95p), whilst retaining a healthy cover of 2.7 times Adjusted
earnings per share to enable sustained progression in line with the
Group’s dividend policy. Since the payment of the first dividend in
respect of 2006, regular dividends have grown at a compound annual
rate of 22% and total dividend distributions have aggregated to 8.6
times the 2005 re-admission price of 100p.
Strategy
The Group’s strategy remains unchanged and is based on creating
attractive returns through highly selective and carefully structured
acquisitions, underpinned by diversified, solid and growing earnings
and cashflows arising from existing businesses.
The Group’s acquisition model is to acquire small/medium-sized niche
scientific instrument manufacturers, paying a disciplined multiple of
earnings and to finance any acquisition, ideally, through existing cash
resources and/or bank borrowings. We remain highly selective in
seeking to acquire businesses with a history of sustainable profits and
cashflows, to obtain immediate and enduring earnings enhancement
for our shareholders. It is paramount that acquisitions are completed
only when the Directors are satisfied that the target business has sound
underlying strength with robust and defensible margins and is acquired
at a sensible multiple.
Post-acquisition, the Group provides a favourable environment for
these businesses to continue to prosper. Much effort is invested by the
executive team into helping their autonomous management teams to
improve their quality in terms of talent, leadership, innovation,
geographic reach, the speed/quality of production and financial
control. Organic revenue growth and operational improvements are an
ever-growing component of long-term shareholder returns.
e Strengthened Executive team following the
appointment of Dr Ian Wilcock as Group
Commercial Director in September 2024.
e The decline in financial performance was mainly
caused by the timing of our Geotek coring
business’s latest expedition but this was
accentuated by wider market headwinds
affecting businesses across our Group to varying
degrees, including weaker order intake.
e While our trading performance was
disappointing, M&A activity was relatively
buoyant, with three acquisitions completed, and
cash conversion was restored to normal levels.
www.judges.uk.com/investors
Demonstrating resilience
and financial strength
STRATEGIC REPORT
Judges Scientific plc Annual report and accounts 2024
12
As a result of the historic performance of the Group, it has been possible to
reduce debt promptly, thereby generating the financial resources necessary
to reinvest in further acquisitions and reward shareholders with a
progressively increasing dividend, subject always to our prudent approach
to gearing and earnings cover.”
Alex Hambro
Retiring Chair
As a result of the historic performance of the Group, it has been
possible to reduce debt promptly, thereby generating the financial
resources necessary to reinvest in further acquisitions and reward
shareholders with a progressively increasing dividend, subject always to
our prudent approach to gearing and earnings cover.
The underlying global market for scientific instrumentation has
remained robust in the long term and the sector’s secular growth
drivers provide comfort that the Group will continue to deliver durable
returns for our shareholders despite the potential for some short-term
variability in performance. These long-term market drivers are rooted in
the global expansion of higher education, the need for measurement
tools to support the relentless worldwide search for optimisation and
the desire for discovery across industry and science.
The nature of Judges’ business model, combined with management’s
consistent execution of its strategy, has generated excellent returns for
investors. Sustained growth has been delivered through our business
model clearly seen through the long-term compound annual growth
rate (“CAGR”) for revenue and profit, both for the Group as a whole
and also on an Organic basis. Over the past 18 years, the Group has
produced a total revenue CAGR of 20% and related EBIT growth of
26% and the Organic measure is 7% and 9% respectively. Our
disciplined approach to acquisitions, allied with the aforementioned
performance, has resulted in maintaining Return on Total Invested
Capital of comfortably over 15%. In addition, the Group’s strong ability
to convert profit into cash has enabled us to finance acquisitions
without significant dilution and to maintain our policy of increasing the
dividend by a minimum of 10% per year which has yielded a compound
annual growth of the dividend of 22% over the past 18 years.
Our team
In this difficult year, the hard work and competence of all our
colleagues at every level was critical to our resilience. I trust our
shareholders will join the Board in thanking them for their diligent
efforts.
In September, our Board was delighted to strengthen the Executive
team with the appointment of Dr Ian Wilcock as Group Commercial
Director. Ian has joined the team in charge of supporting the growth
and development of our businesses. His experience acquired in a career
including senior roles at Renishaw, Danaher and Oxford Instruments
will be invaluable to Judges and he is already contributing energetically
to the growth of our Group.
After 22 years with the Group, I will be leaving the Board at the
forthcoming AGM. It has been a privilege to support the Company since
its creation, championing both its business model and unique culture. I
am incredibly proud of what we have achieved together, growing from
£2m on admission to a business with the stature and reputation that
Judges holds today. I would like to take this opportunity to thank my
fellow Board members, the management team, and of course our
shareholders for their trust and support over the years. I also wish Ralph
Elman an enjoyable and successful tenure as he takes on the role of
Non-Executive Chair and have no doubt that he will continue to
provide the Group with great wisdom and guidance.
Alex Hambro
Retiring Chair
2 April 2025
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
13
Judges Scientific plc Annual report and accounts 2024
CHIEF EXECUTIVE’S REPORT
For the year ended 31 December 2024
Executing our strategy in
a challenging environment
2024 overview
2024 was a difficult year for trading. The year started with no clear
visibility on the timing of Geotek’s next coring expedition and as the
year progressed, the absence of coring revenue in the year was
confirmed. Coring is an important component of the Geotek business,
acquired in 2022, and expeditions occur typically, but not necessarily,
once a year. Eventually, a contract for a coring expedition in Japan was
signed in August 2024 and has subsequently commenced in January
2025, too late to impact the 2024 results. To accurately interpret our
performance, it is important to recognise that 2023 included coring
income but no coring order and 2024 included a coring order but no
income. We aim to provide guidance within this report on how this
impacts the figures and keeps comparisons meaningful.
Demand for the Group’s products was generally subdued, particularly in
China, with orders being slow to materialise and, in some cases, the
delivery of existing orders being postponed. This led to reduced
profitability although our Group remains resilient in adverse periods. In
addition, at the earnings per share level, the Company suffered the full
impact of the UK Corporation Tax increase initiated in 2023.
Despite a disappointing trading performance, the Group has continued
to execute its longstanding strategy. 2024 was a good year for M&A
and three acquisitions were completed for a total of £20.6m (including
potential earn-outs). Moderate short-term fluctuations of trading
performance do not affect the conduct of our growth strategy but
regular progress in our performance is a strategic goal that we
regretfully missed in 2024.
Whilst there were significant variances in performance across the
businesses, the overall performance of the Group showed the resilience
of our portfolio model. In addition to the aforementioned lack of a
coring expedition, weak order intake, particularly from China, resulted in
more than half of our businesses’ profits reducing compared to 2023;
however, several of these were nonetheless able to mitigate the full
impact through the timely execution of new business opportunities.
Furthermore, more than a third of our organic businesses grew to deliver
record profits, benefitting from exposure to positive long-term trends in
environmental and industrial research, the realisation of strategic
initiatives to gain new accounts and win major projects, and solid
execution of their established growth plans. Our commitment to invest
across the Group for sustained long-term success, therefore, remains
undented, as we continue to focus on the four pillars of our decentralised
organic growth model: hiring and developing strong talent, inspiring and
supporting ambitious strategies, driving operational excellence, and
ensuring robust governance and financial control. 2024 also saw
particular emphasis around further embedding a culture of innovation,
which we are confident will enable us to sustain our operating margin
and, in the long term, result in a higher proportion of revenues being
derived from patented products and processes.
e Order intake is the main driver of our business.
Organic intake was up 7% year-on-year.
Excluding the coring order (of which there wasn’t
one in 2023) Organic intake was up 2%.
e Three acquisitions completed, Luciol, Rockwash
and Magsputter (Teer Coatings) for a
consideration of £20.6m (including maximum
earn-outs and property) excluding excess cash.
e 2024 also saw particular emphasis around
further embedding a culture of innovation,
which we are confident will enable us to sustain
our operating margin and, in the long term,
result in a higher proportion of revenues being
derived from patented products and processes.
www.judges.uk.com/investors
STRATEGIC REPORT
Judges Scientific plc Annual report and accounts 2024
14
Notwithstanding the challenging environment, the resilience and
adaptability of the Group, combined with supportive secular drivers and a
strengthened executive team, provide confidence in the long-term delivery
of durable returns for shareholders.”
David Cicurel
Chief Executive
Change of Chair
As previously announced, Alex Hambro has retired from his role as
Chair in which he has excelled for 22 years, and he will leave the Board
at the forthcoming AGM. His contribution since the Company’s creation
has been invaluable; he has been a great advocate of our business
model and culture, and his wisdom and enthusiasm will be missed.
On behalf of the shareholders, we thank him for his service to the Group.
We are also looking forward to Ralph Elman’s contribution as our new
Chair, having assumed the role on 1 January 2025.
Order intake
Order intake is the main driver of our business. Organic intake was up
7% year on year. Excluding the coring order (of which there wasn’t one
in 2023) Organic intake was up 2%.
The strongest region was the Rest of the World (up 54% including the
coring order); the Rest of Europe and the USA/Canada were up 2% and
the UK down 13% (after a strong 2023). China/Hong Kong was down
34%. The best absolute performances by country were achieved in Japan,
Germany, Israel and Brazil, with nine countries progressing more than
£1m each. The weakest came from China/Hong Kong (£6m down), the UK
and Poland.
The most significant variance is China/Hong Kong. This region was
two-thirds down in H1, so H2 showed a return to stability. However,
due to the current geopolitical market environment in this region,
which is now only a tenth of the Group’s revenue, the medium-term
outlook for industries like ours is likely to converge with other
developed markets rather than producing the exceptional growth of the
past years.
Revenues
Group revenues declined by 1.8% to £133.6m. Organic revenue
decreased 7.6% compared to 2023. Excluding coring, the Organic
decline was 2.1%.
In Organic terms, the best performing region was the UK (+8%)
followed by the Rest of Europe (+5%) and the Rest of the World (+2%).
The USA/Canada was down 17% (reflecting the fact that the USA had a
coring expedition in 2023 and some residual revenue from 2022’s
expedition). The largest decline was China/Hong Kong, down 33%. The
best absolute performances by country were achieved in Germany,
Singapore, the Czech Republic and the UK, with six countries growing
by more than £1m each. The weakest came from the USA (due to coring
and general stagnation), from China/Hong Kong (£5.9m down) and
from Taiwan, Sweden and Japan.
The Group continues to be a strong exporter and is well diversified,
both via its end markets and across the globe, with 25% of the Group’s
revenues earned in North America, 27% in the Rest of Europe and 10%
in China/Hong Kong (which was 14% of the Group’s revenues in 2023).
Revenues were mostly affected by the absence of coring and by weak
order intake from China/Hong Kong; those of our businesses with
significant trading with that zone generally suffered most unless they
had a large order book at the start of 2024.
The Organic order book at the year end was inflated by the coring
contract and a few large orders that were deferred by our customers;
it represented 19 weeks of future sales (17 weeks excluding coring)
against 17 weeks in 2023.
Profits
Given the operational leverage in the Group, the most important driver
of Judges’ operating margins is volume. The decrease in Organic
revenue, as well as the absence of a coring contract, reduced our
Adjusted Organic EBIT margin before central costs to 24% (2023:
29%). For the first time, Geotek was included in the Organic perimeter.
Adjusted profit before tax, including the contribution of the two
businesses acquired in 2023 and the three purchased in 2024,
amounted to £24.3m (2023: £31.7m). Return on Total Invested Capital
(“ROTIC”) regressed to 16.5% (2023: 22.7%). Statutory profit before
tax was £13.0m (2023: £13.4m), reflecting lower adjusting items.
The Group continued to invest in the improvement of its existing
products and the development of new products. Investment in research
and development amounted to £8.4m in 2024 (2023: £6.8m),
equivalent to 6.3% of Group revenue (2023: 5.0%).
2024 suffered the full-year increase in UK corporation tax rate from
19% to 25% (nine months in 2023). Adjusted earnings per share
declined by 24% to 283.4p from 374.6p, with Adjusted fully diluted
earnings per share similarly reducing to 278.7p (2023: 368.5p).
Statutory basic earnings per share was 156.7p (2023: 145.8p) and
statutory diluted earnings per share was 154.2p (2023: 143.5p).
Cashflow
Cash conversion was impacted in the recent past by caution and efforts
to avoid the lengthy delays to customers that the long-persisting
supply chain difficulties had caused. It was a management focus this
year and improved to 122% (2023: 90%), with cash generated from
operations of £34.0m (2023: £31.3m). The second-half progress and
the timing of the Japanese coring payments contributed to the full-year
improvement. Although cash conversion was restored to pre-Covid/
Ukraine levels, the Group will continue its focus on reverting to the low
working capital utilisation prevalent then.
Year-end cash balances increased to £17.9m from £13.7m at 31
December 2023. Adjusted net debt (excluding IFRS 16 lease liabilities
but including sums still due in respect of acquisitions) at the year end
amounted to £51.7m (2023: £45.1m).
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
15
Judges Scientific plc Annual report and accounts 2024
CHIEF EXECUTIVE’S REPORT CONTINUED
For the year ended 31 December 2024
Cashflow continued
On 1 July 2024, the Group amended and extended its multi-bank
facility, which now amounts to £140m (including a £50m accordion),
compared with £100m (including a £20m accordion) previously. The
facility was extended by two years and now expires on 1 July 2028,
adding increased capability to the Group’s deal-making capacity.
Corporate activity
On 1 February 2024, our subsidiary PE.fiberoptics acquired 100% of the
shares of Luciol Instruments SA (“Luciol”) for CHF 2m, equal to four
times Adjusted historic EBIT, plus a potential earn-out capped at CHF
0.5m plus excess cash, of which CHF 0.3m was achieved. The Board
believes that the Luciol transaction will attenuate the vulnerability of
PE.fiberoptics to the telecom industry’s cyclicality.
On 28 June 2024, Geotek acquired 100% of the shares of Rockwash
Geodata Ltd (“Rockwash”) for an initial cash payment of £2.25m plus an
earn-out capped at £3.75m based on six times the higher of 2024 and
2025 Adjusted EBIT, plus excess cash. Rockwash is engaged in
digitalisation of cuttings and chippings and the Board believes that the
acquisition will produce synergies with Geotek’s core digitalisation
business.
Given the widening number of niche sectors we operate in, it naturally
becomes more likely that we will acquire businesses synergistic with
existing Group activities.
On 15 August 2024, the Group acquired 100% of the shares of Magsputter
Limited, the holding company of Teer Coatings Limited, a company
specialising in manufacturing coating instruments and providing
coating services, for £12.3m, equal to six times Adjusted historic EBIT
plus the valuation of its property, excluding excess cash.
As a buy and build focused group, the acquisition of new businesses is a
fundamental feature of the Group’s strategy. Executing this effectively
ensures that long-term value is generated for shareholders. Judges
retains a strict acquisition discipline and is highly selective in relation to
both the acquisition multiple and long-term quality of any potential
addition to the Group.
The industry in which we operate contains a multitude of small global
niches, as illustrated by the diverse nature of the new entrants to our
Group. The UK is recognised in this arena as a centre of excellence for
product innovation and manufacturing with world-leading businesses.
Judges has built a strong reputation over the past decade as an ethical,
experienced and well-financed buyer and a supportive and respectful
home for businesses in our sector whose owners wish to sell. We are
trusted to act decisively and to complete deals under the initial terms
agreed. For the businesses we acquire, the Group offers advice and
support wherever necessary, stimulates intra-group cooperation,
participates in succession planning and implements robust financial
controls. We trust subsidiary management teams with the day-to-day
running of their businesses. This has been a successful operating model
for the Group, as management teams are given responsibility for their
own destinies, as well as an environment in which they can thrive.
Dividends
The Board is recommending a final dividend of 74.8p per share subject
to approval at the forthcoming Annual General Meeting on 22 May
2025, which will make a total distribution of 104.5p per share in respect
of 2024 (2023: 95p per share). The total dividend per share is 2.7 times
covered by Adjusted earnings per share (2023: 3.9 times). Our policy of
increasing the dividend by a minimum of 10% per year remains
sustainable as long as there is ample cover.
The proposed final dividend, if approved by shareholders, will be
payable on Friday 11 July 2025 to shareholders on the register on Friday
13 June 2025. The shares will go ex-dividend on Thursday 12 June 2025.
The Company’s shareholders are reminded that a Dividend
Reinvestment Plan (“DRIP”) is in place to enable shareholders to
automatically reinvest their dividends into additional Judges shares
should they so wish.
Trading environment
The long-term fundamentals supporting demand for scientific instruments
and related techniques and services remain positive. In addition to the
global expansion of higher education, market demand is driven by
continuing strong worldwide growth of scientific research across
academic, corporate, and industrial sectors, and the increasing number
of industrial applications for scientific techniques and technologies
driven by the enduring pursuit for process control and optimisation.
Of course, control and optimisation require measurement.
In parallel to these positive long-term trends, the markets across which
Judges and its peers operate are also characterised by a degree of
shorter-term variability, influenced mostly by government spending,
research funding, currency fluctuations and the business climate in
major trading blocs, particularly the USA and China.
In the medium term, the competing goals in the various jurisdictions where
the Group operates of stimulating recovery and of reducing ballooning
government deficits will likely increase uncertainty in worldwide
research funding. Whilst it now appears that inflation may finally be
under control and interest rates may gradually be reduced, government
debt worldwide is an issue and may cause the return of austerity.
As a large percentage of the Group’s revenue is overseas, exchange
rates have a significant influence on the Group’s business. Judges’
manufacturing costs are largely denominated in Sterling and most of
the Group’s revenue originates from countries where the standard of
value is the US Dollar (approximately one half of total revenue) or the
Euro (around one third of total revenue). The currency movements
since the Brexit referendum vote in 2016 have had a positive influence
on our margins and our competitiveness; exchange rates have
continued to remain favourable to our Group.
Outlook
Judges’ business is very international and thrives on peace and free
trade. The macro environment remains uncertain, a trend that is not
ideal for the scientific community. The after-effect of budget deficits
may still make itself felt on research budgets in the coming years, while
the elevated tensions in the world may cause increased volatility.
Additionally the threat of trade wars and, in particular, recent
disruptions to US research funding make the near future for order
intake less certain.
Exchange rates remain favourable to the Group’s competitive position
but from April the Group will be impacted by the increase in National
Insurance. This, together with the 2023 corporation tax increase, means
that the UK Government will have increased its annual takings from the
Group by approximately £3m.
Performance for 2025 is currently expected to be in line with market
expectations. However, the Group remains mindful of the potential
impact of the aforementioned macroeconomic uncertainty. 2025 has
started with a coring expedition and a healthy order book; whilst
Organic order intake for the first 11 weeks of the year is slightly ahead
of the 2024 comparative, the trailing 12 months Organic order intake
(excluding coring) has grown by 8% since June 2024.
Notwithstanding the challenging environment, the resilience and
adaptability of the Group, combined with supportive secular drivers and
a strengthened executive team, provide confidence in the long-term
delivery of durable returns for shareholders.
David Cicurel
Chief Executive
2 April 2025
STRATEGIC REPORT
Judges Scientific plc Annual report and accounts 2024
16
The Group’s strategy is based on acquiring companies within the
scientific instruments sector and ensuring continued profitable
performance and growth at its existing subsidiary businesses.”
Brad Ormsby
Chief Financial Officer
CHIEF FINANCIAL OFFICER’S REPORT
For the year ended 31 December 2024
Encouraging long-term organic
growth in existing businesses
Key Performance Indicators
The Group’s financial Key Performance Indicators (“KPIs”), which are aligned with the
ability to deliver Organic growth, reduce acquisition debt and fund dividend
payments to shareholders, are Adjusted basic earnings per share, Adjusted operating
margins, Return on Total Invested Capital and cash conversion. We have a further
non-financial KPI of Organic order intake which is the bellwether of future short-term
financial performance. All five KPIs are commented on during this report.
2024
2023
Adjusted basic earnings per share
283.4p
374.6p
Adjusted operating profit margin
20.9%
25.6%
Return on Total Invested Capital
16.5%
22.7%
Cash conversion
122%
90%
Organic order intake
+7%
+7%
Alternative performance measures
The Group uses alternative performance measures (“APMs”) in order to provide readers
of the accounts with a clearer picture of the Group’s actual trading performance
and future prospects. Amongst these measures are: (1) Organic, which describes
the performance of the Group only including those businesses acquired prior to
the start of the comparative period, and for these accounts the reference date is
1 January 2023; (2) Adjusted earnings figures, which exclude adjusting items
(as disclosed in note 4); (3) Adjusted net debt, which (a) includes acquisition
payables not yet settled at the balance sheet date and (b) excludes IFRS 16 lease
liabilities; and (4) Return on Total Invested Capital and cash conversion which are
defined within the relevant sections of this report.
Reconciliation of organic to total
2024
Revenue
£m
2023
Revenue
£m
2024
Adjusted
Operating Profit
£m
2023
Adjusted
Operating Profit
£m
Organic
123.6
133.8
25.3
34.0
Acquisitions
10.0
2.3
2.6
0.8
Total
133.6
136.1
27.9
34.8
e This year’s trading delivered a strong cash
performance with cash generated from
operations of £34.0m.
e Extension and increase of our banking facility to
£140m including £50m accordion.
e The Board is recommending a 10% increase to
the dividend, such that the final dividend
proposed is 74.8p per share and a total dividend
for the year of 104.5p per share.
www.judges.uk.com/investors
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
17
Judges Scientific plc Annual report and accounts 2024
Revenue
Group revenues were £133.6m compared with £136.1m in 2023, a drop
of 2%. Organic revenues overall declined by 8% (2023: Organic growth
of 15%) and by 2% if excluding the Geotek coring contract. The Organic
revenue decline was partially offset by the current year acquisitions of
Teer Coatings, Luciol, and Rockwash, together with full year contribution
from the 2023 acquisitions of Henniker and Bossa Nova Vision.
Across our two segments, Materials Sciences total revenues declined by
£7.9m to £64.6m (2023: £72.5m) and Vacuum revenues increased by
£5.4m to £69.0m (2023: £63.6m).
Profits
Adjusted operating profit was £27.9m compared with £34.8m in 2023,
a decrease of 20%. Performance was affected (1) by having no income
from a Geotek coring contract; (2) by weaker order intake throughout
most of the year which meant that the Group was more impacted by
the negative effect of higher operating leverage; and (3) by the Group
having geared up for expected growth rather than decline, so overheads
had increased. Unsurprisingly these three items negatively impacted
Adjusted operating margins which reduced from 25.6% to 20.9%.
Sterling, on average, slightly strengthened against both the Euro and
US Dollar in 2024, but overall exchange rates continue to be usefully
positioned for the Group, helping maintain our competitiveness as a
high exporter.
Statutory operating profit reduced to £16.9m (2023: £21.6m), and
statutory profit before tax was £13.0m compared to £13.4m in 2023.
This primarily reflects the weaker trading performance but with lower
adjusting items (detailed further below).
Capitalisation of development costs
£1.4m (2023: £1.2m) of our total R&D expense was capitalised in
relation to development of new or significantly improved products.
Amortisation on the total amounts capitalised (inclusive of prior years)
is £0.9m (2023: £0.4m) reflecting an increase in the number of
completed projects this year and moving us closer to a situation where
annual capitalised investment is aligned with ongoing amortisation.
Adjusting items
£11.3m of pre-tax adjusting items were recorded in 2024 (2023:
£18.3m). The main constituent was £9.2m of amortisation of intangible
assets recognised upon acquisition (2023: £11.8m), primarily arising as
a result of acquisitions over the past three years.
The overall reduction of £7.0m was due to the aforementioned lower
amortisation together with a prior year £4.0m charge which related to
the difference between the market value of the new Judges shares
issued for the equity component of the Geotek earn-out compared
with the market value as at 31 December 2022.
Finance costs
Net finance costs (excluding adjusting items) totalled £3.6m (2023:
£3.1m). The higher interest charge in 2024 is attributable to the higher
level of unhedged debt due to the current year’s acquisitions.
Statutory net finance costs were £3.9m (2023: £8.2m). The reduction
in statutory net finance costs is primarily attributable to the
aforementioned £4.0m charge.
Taxation
The Group’s tax charge arising from Adjusted profit before tax was
£5.1m (2023: £6.9m). The effective tax rate on Adjusted profits of
21.0% compares with 21.8% in 2023. The reduction is attributable
to a 1.5% increase equivalent to the final quarter of the April 2023
increase in UK corporation tax rates from 19% to 25% offset by a 1%
benefit from the one-off recognition of some previously unrecognised
tax losses and a similar benefit from a first time use of HMRC’s Patent
Box scheme (“Patent Box”). Patent Box offers a significantly reduced
rate compared with the existing UK headline rate and was utilised by
two of our companies that have existing patents.
Over the coming years, the Group’s increasing focus on innovation is
likely to result in more of our businesses applying for, and being granted,
patents. This aligns with the Group’s ESG commitments and the UN’s
SDG 8.2 to achieve higher levels of economic productivity through
technological upgrading and innovation. A higher proportion of the
Group’s revenues may, therefore, fall within Patent Box, although it
should be noted that patent applications take time and may not be
successful.
Earnings per share
Adjusted basic earnings per share declined by 24% to 283.4p from
374.6p and Adjusted diluted earnings per share was a similar
percentage lower at 278.7p (2023: 368.5p), reflecting the weaker
performance of the Group.
Statutory basic earnings per share was 156.7p (2023: 145.8p) and
statutory diluted earnings per share totalled 154.2p (2023: 143.5p).
Statutory basic and diluted earnings per share have increased as a
result of the weaker trading performance being more than offset by
a reduction in the level of adjusting items, as explained in the
Adjusting items section of this report.
Order intake
Organic order intake for 2024 was 7% above the prior year figure,
although only 2% above 2023 if the Geotek coring contract order is
excluded. Your Board considers order intake and the resultant year-end
order book as an important bellwether to the Group’s ability to achieve
its expected results, and so the underlying performance was disappointing
in the context of the Group’s long-term compound organic revenue
growth. The closing Organic order book at 31 December 2024 was
19.2 weeks of budgeted sales (31 December 2023: 16.7 weeks).
Excluding Geotek’s coring contract this would be 17.1 weeks. Total order
book was 18.7 weeks inclusive of the 2023 and 2024 acquisitions.
Return on Total Invested Capital
The Group closely monitors the return it derives on the capital invested
in its subsidiaries. The annual rate of Return on Total Invested Capital
(“ROTIC”) at 31 December 2024 was 16.5% (2023: 22.7%). The decline
in ROTIC is a result of the overall disappointing business performance
throughout 2024 and the Group has much work to do to restore this
towards our medium-term target of 30%.
The annual rate of ROTIC is calculated by comparing attributable
earnings excluding central costs, adjusting items and before interest,
tax, and amortisation (“EBITA”), with the amounts invested in plant
and equipment, net current assets (excluding cash) and unamortised
intangible assets and goodwill (as recognised at the initial acquisition
date) together with any acquisition costs and any increases to
acquisition consideration post-acquisition date.
CHIEF FINANCIAL OFFICER’S REPORT CONTINUED
For the year ended 31 December 2024
STRATEGIC REPORT
Judges Scientific plc Annual report and accounts 2024
18
Goodwill and parent company investment carrying values
Given 2024’s subdued performance, the Group has rigorously assessed
the levels of headroom between the value in use calculations for each
of the Group’s cash generating units (“CGUs”) and the related carrying
value of goodwill and acquired intangible assets at 31 December 2024.
A standard value in use calculation was performed for each CGU
together with additional stress-testing calculations which used
reasonably possible but more conservative assumptions for the key
inputs. These assumptions included a combination of (1) reduced 2025
profitability, (2) reduced medium term growth, and (3) higher weighted
average cost of capital.
No scenario was identified which would have required any impairment
to goodwill and/or acquired intangible assets.
The carrying value of the parent company’s investment in a subsidiary
is recorded on a different accounting basis to goodwill and acquired
intangible assets and is, therefore, a substantially higher asset value. In
applying the same process to the carrying value of the parent company
investments, headroom existed in all cases using the standard value in
use calculation.
However, upon applying the same more conservative stress-test
scenarios, it identified indicators of impairment in one investment,
Geotek, due to its subdued performance in 2024. An £8.3m
impairment has, therefore, been recorded to reduce the investment
carrying value from £99m to £91m which remains higher than the
enterprise value for which the business was acquired. This has been
recorded in the Parent Company Income Statement and has no effect
on the results of the Group or its covenants.
Dividends
For the financial year ended 31 December 2024 the Company paid an
interim dividend of 29.7p per share in November 2024 (2023: 27.0p per
share). Given the weaker 2024 performance, the Board is recommending
a 10% increase to the dividend, such that the final dividend proposed is
74.8p per share and a total dividend for the year of 104.5p per share
(2023: 95.0p per share). Dividend cover is approximately 2.7 times
Adjusted basic earnings per share (2023: 3.9 times).
The Group’s policy is to pay a progressively increasing dividend, with
an annual minimum increase of at least 10% (dependent on the
Group’s performance), covered by earnings provided the Group
retains sufficient cash and borrowing resources with which to pursue
its longstanding acquisition strategy.
Headcount
The Group’s full time equivalent (“FTE”) employees for 2024 stood
at 767 (2023: 682). This growth reflects recruitment in support of the
Group’s long-term growth strategy, together with the acquisitions of
Teer Coatings, Luciol, and Rockwash.
Share capital and share options
The Group’s issued share capital at 31 December 2024 totalled
6,642,484 Ordinary shares (2023: 6,615,717). Shares issued during
2024 were to satisfy the exercise of share options by various members
of staff during the year.
Share options issued during the year under the 2015 scheme totalled
47,131 (2023: 85,759), most of which were issued to the Executive
Directors inclusive of the appointment of Ian Wilcock. The total
share options in issue at the year end under both the 2005 and
2015 schemes amounted to 271,587 (2023: 254,169).
Defined benefit pension scheme
The Group has one very small defined benefit pension scheme which
was acquired with Armfield in 2015. This scheme has been closed to
new members from 2001 and was closed to new accrual in 2006. The
latest triennial full actuarial valuation was performed in March 2023
which resulted in a surplus for the scheme with no further deficit
reduction contributions being required. Previous annual contributions
were £0.4m.
The Group accounts for post-retirement benefits in accordance with
IAS 19 ‘Employment Benefits’. The Consolidated Balance Sheet reflects
the net surplus or deficit on the pension scheme, based on the market
value of the assets of the scheme and the valuation of liabilities using
year end AA corporate bond yields.
Following the outcome of the triennial valuation, the Trustees of the
scheme took steps to secure the pension surplus by aligning the asset
management strategy with the expected future pension outflows to the
members of the scheme, and in March 2024 the Trustees entered into a
buy-in policy with an insurance company. This policy secured payment
of all future pensions due to the scheme’s members. This action also
formally commenced a process of transferring the future responsibility
of the Armfield defined benefit pension scheme to the insurance company.
Post-year end, in January 2025, the Trustees of the Armfield pension
scheme approved commencement of the winding up of the scheme, a
process that is expected to take 12 to 18 months before the defined
benefit pension scheme is officially no longer the responsibility of
Armfield.
At 31 December 2024, the pension scheme was in a position of minimal
surplus (net of deferred tax) (31 December 2023: £1.1m net surplus).
At the point of entering into this process, the insurance company’s own
valuation of the Armfield scheme showed a minimal surplus with assets
and liabilities of £7m and, therefore, the surplus has in effect
transferred to the insurance company as their risk premium for
accepting future responsibility for the scheme.
Cashflow and net debt
The Group has an enduring track record of converting profits into cash
and this year’s trading delivered a strong cash performance with cash
generated from operations of £34.0m (2023: £31.3m). Our cash
conversion rate, which compares cash generated from operations with
Adjusted operating profit, was 122% (2023: 90%), a significant
improvement on the recent past and a return to the historical 90%+
levels. It is to be noted that we received significant advance payment
for the Geotek coring contract taking place in early 2025; however,
even excluding this cash conversion exceeded 100%.
This is a pleasing return to historic norms, but we haven’t yet made
significant inroads into our total working capital levels which remain
higher than before Covid. Reducing overall working capital must,
therefore, remain a key area of focus over the short to medium term.
Total capital expenditure on property, plant, and equipment amounted
to £5.0m (2023: £4.7m) reflecting continued investment in new
property and/or refurbishments for our trading businesses, although we
expect property capex to greatly diminish post 2025 when all major
projects for the Group’s existing businesses should have completed.
The Group commenced 2024 with £45.1m of Adjusted net debt and
finished the year with £51.7m. Adjusted net debt includes acquisition-
related cash payables that had yet to be settled at the balance sheet
date and excludes IFRS 16 liabilities. The Group uses Adjusted net debt
rather than statutory net debt, as this figure includes cash liabilities
arising from acquisitions. The Group acquired Teer Coatings, Luciol, and
Rockwash in 2024 for a combined maximum consideration of £20.6m
(including contingent consideration) together with distributing £6.5m
of dividends to shareholders, £5.5m towards tax liabilities, and invested
£5.0m in capital expenditure, an overall £37.6m outflow with net debt
only increasing by £6.6m.
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
19
Judges Scientific plc Annual report and accounts 2024
Cashflow and net debt continued
This continues to evidence to shareholders the enduring capability of
the Group to generate cash and de-leverage despite the weaker
financial performance in 2024. Gearing, or leverage, the measure used
in reporting for our covenants, is calculated as the proportion of
Adjusted net cash/debt compared to Adjusted earnings before interest,
tax, depreciation, and amortisation (“EBITDA”). At 31 December 2024,
it was 1.7 times (2023: 1.4 times). We remain committed to
maintaining a prudent gearing position whilst at the same time taking
the opportunities of acquiring strong, sound businesses at disciplined
multiples.
During the first half of 2024 the Group’s banking facilities were
approaching two years until maturity and the Group was given the
opportunity to amend and extend its existing multi-bank facilities
(“Facility”) with Lloyds Banking Group plc, Santander, and Bank of
Ireland (the “Banks”). On 2 July 2024, this was executed, with changes
to the Facility providing further acquisition financing capacity, over
an extended period, in support of the Group’s buy and build strategy.
The amendments to the Facility are as follows:
e £40m extension of the aggregate to £140m consisting of a £90m
revolving credit facility (“RCF”) alongside a £50m uncommitted
accordion facility, which can be drawn with the agreement of the
Banks. This replaces the previous £100m facility which consisted of
a £25m term loan (“Term Loan”), a committed £55m RCF and a
£20m uncommitted accordion.
e The Facility has been extended by two years giving a four-year term
running to 1 July 2028 (“Borrowing Term”).
The banking covenants remain as:
e Gearing no greater than 3.0 times Adjusted EBITDA; and
e Interest Cover no less than 3.0 times.
Interest is charged at SONIA plus a margin (between 1.85% and 3.5%
depending on leverage). Subsequent to the amendment and extension
of the Facility, and completion of the acquisition of Teer Coatings, the
Group entered into additional interest rate swaps for the SONIA
portion of the interest payable for the duration of the Facility with
swapped rates ranging between 3.2% in 2025 to 3.7% in 2027/2028.
This additional hedging has ensured that a large majority of the Group’s
borrowings remain hedged, whilst still allowing Group to repay up to a
further £10m of unhedged borrowings during 2025 via the Group’s cash
generation, subject to any further acquisitions.
At the year end the RCF was £67.6m drawn (2023: £44.3m drawn),
with £22.4m available to drawdown for future acquisitions alongside
the £50m accordion should it be required to be converted from
uncommitted to committed borrowings. The Term Loan was settled as
part of the amendment and extension of the Facility (2023: £14.1m).
We continue to greatly appreciate the support of our three long-term
relationship lenders, Lloyds Banking Group plc, Santander UK plc, and
Bank of Ireland, who all understand and champion the execution of the
Group’s buy and build strategy. However, during 2024 Bank of Ireland
elected to commence a withdrawal from the UK corporate lending
market such that they will be replaced as a member of the Banks in the
short to medium term.
Year-end cash balances totalled £17.9m (2023: £13.7m). In previous
years when the Group had low leverage and interest rates were lower,
there was little effect on the Group’s performance in maintaining
optimised levels of cash compared with paying down debt. However,
with higher net debt, and in a higher interest rate environment, there
is a greater benefit for shareholders in carrying a lower level of cash
to allow unhedged debt to be repaid as and when cashflows allow.
Whilst rates remain higher, we continue to encourage our businesses
to optimise their working capital in order to generate higher cash
conversion, such that we can repay unhedged debt promptly, subject
to our usual caveat of funding future acquisitions.
Overall, whilst the trading performance of the Group was disappointing,
cash conversion has returned to historic levels, such that we have been
able to welcome three further acquisitions into the Group whilst
maintaining conservative leverage. We enter 2025 with reasonable
expectations of much improved financial performance and, despite
the wider economic and geopolitical uncertainties, we remain well
positioned to continue the Group’s strategy of delivering growth in
earnings via selective, reasonably priced acquisitions of strong niche
businesses in the scientific instruments sector, coupled with the
long-term organic growth of its existing group of businesses.
Brad Ormsby
Chief Financial Officer
2 April 2025
CHIEF FINANCIAL OFFICER’S REPORT CONTINUED
For the year ended 31 December 2024
STRATEGIC REPORT
STRATEGIC REPORT
Judges Scientific plc Annual report and accounts 2024
20
Our buy and build model
BUSINESS MODEL
SHAREHOLDER VALUE
+
+
Long-term Organic growth trends
in science: global higher education
and process optimisation
Low working capital and
capex requirements
Large pool of potential
acquisitions in global niches
FAVOURABLE MARKET
e Fragmented market with over 2,000
privately held businesses in the UK
e The UK is a recognised worldwide centre
of excellence for scientific instrument
development and manufacture
e Strict acquisition discipline; buying
sustainable businesses at sensible prices
e Judges has a strong reputation for being a
good acquirer; twenty five acquisitions
since May 2005
e Organic growth; business autonomy and
performance optimisation
OUR ACQUISITION
STRATEGY POINTS
e Trusted to honour the terms agreed
e Trusted to act quickly with
secured funding
e Treats vendors and staff with respect
e No micromanagement post-acquisition
ACQUISITION TRACK RECORD
Low capital use
Large deal pool
Long-term Organic
growth drivers
Diverse
portfolio
Sustainable
returns
Growing
dividends
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
21
Judges Scientific plc Annual report and accounts 2024
A focused strategy
Develop the Group through a “buy and build” programme of carefully structured
acquisitions, supported by long-term Organic individual business development.
1
LEVERAGE EXPERTISE AND CAPITAL
We use our knowledge of the scientific instrument sector to identify and progress
suitable acquisition targets. Through longstanding relationships, we leverage our access
to capital enabling us to act decisively and in a timely fashion.
2
ACCUMULATE SUSTAINABLE, ESTABLISHED BUSINESS
The companies we acquire have established reputations in worldwide niche markets.
Target companies need to meet exacting performance criteria that support sustainable
sales, profits and cash generation. We pay three to seven times EBIT according to size
and borrow up to 3.0 times EBITDA at 3–8% depending on the Group’s level of gearing.
3
CREATE AN ENVIRONMENT WHERE BUSINESSES CAN THRIVE
We buy successful businesses with long-term futures. Our approach is to create
additional opportunities through guidance, business support, expertise and capital, under
an umbrella of robust financial controls.
4
REPAY DEBT AND REINVEST PROFITS IN FURTHER ACQUISITIONS
Core value is created through the repayment of debt used to acquire target companies
and Organic sales growth.
STRATEGY
STRATEGIC REPORT
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Judges Scientific plc Annual report and accounts 2024
22
Engaging with our stakeholders
As required by Section 172 of the Companies Act, a director of a company must act in the way
he or she considers, in good faith, would likely promote the success of the company for the
benefit of the shareholders.
SECTION 172 STATEMENT
For the year ended 31 December 2024
In doing so, the director
must have regard,
amongst other matters,
to the following issues:
HOW WE ENGAGE
Our culture
Judges has always
espoused a long-term
perspective, from its first
interaction with a
prospective acquisition,
throughout the process
of acquiring each
business and thereafter
once the company is part
of the Group. This
approach forms part of
what makes this Group
unique. No change was
made in 2024 to the
Group’s strategy and
business model, despite
the ongoing challenging
geopolitical environment,
and key decisions
continued to be made
only for the long-term
benefit of the Group.
Further detail is
explained in the
Sustainability Report on
pages 21 to 31.
Shareholders
The primary mechanism
for engaging with
shareholders is through
the Company’s AGM and
also through the annual
cycle of investor
meetings held alongside
the publication of the
Group’s financial results
for the half year and full
year. Further information
is disclosed in the
Corporate Governance
Statement on pages 46
to 49.
Customers and
suppliers
Our companies operate
in global niche markets
and consequently
reputation is key to our
ongoing success.
Maintaining the strong
reputation with our
customer base for
providing instruments
and service of the highest
quality is, therefore, of
paramount importance.
Likewise, we have
long-standing close
relationships with our
often locally situated
suppliers, as evidenced
via the payment terms
on page 56 in the
Directors’ Report.
Employees
A key to the Group’s
success has been its
engaged workforce. As
well-regarded local
employers within each of
our businesses’
respective communities,
the Group’s Directors,
alongside our subsidiary
management teams,
work hard to provide a
positive work
environment with
opportunities for all our
staff to develop and
achieve their potential.
Our management teams
remain focused on
maintaining staff
wellbeing and have
created a safe
environment for our
staff. As disclosed within
the Sustainability Report
on pages 24 to 31, we are
also proud that around
40% of our staff are
shareholders.
Community and
environment
Our businesses are
proud of their positive
contribution to the wider,
and more local, community
both as low carbon-
intensive businesses and
as well-respected local
employers. More
information can be found
in the Sustainability
Report on pages 24 to 31.
e Likely consequences of any decisions in the long term;
e Interests of the company’s employees;
e Need to foster the company’s business relationships with suppliers/customers and others;
e Impact of the company’s operations on the community and environment;
e The company’s reputation for high standards of business conduct;
e Need to act fairly between members of the company.
The Group’s ongoing engagement with stakeholders and consideration of their
respective interests in its decision-making process is as described below.
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
23
Judges Scientific plc Annual report and accounts 2024
Maintaining an efficient use of resources has always been one of the key
features of the success of Judges Scientific’s businesses. The Group’s
intention is to evolve our approach to sustainability, taking due note of
existing TCFD requirements and externally recognised global standards.”
Brad Ormsby
Director
SUSTAINABILITY REPORT
For the year ended 31 December 2024
Judges Scientific’s purpose is to create long-term shareholder value.
The Group does this by selectively acquiring successful niche businesses
in the scientific instrument sector which generate sustainable profits
and cash. These businesses produce scientific instruments that enable
our customers to push the boundaries of science and also make the
world a little safer.
Providing a good working environment for our employees and
maintaining an efficient use of resources have always been key features
of the success of Judges Scientific’s businesses. Nonetheless, the wider
stakeholder community are increasingly expecting the Group to
commit to improving compliance, quality, safety and environmental
performance. Our staff, both current and future, appreciate the
increasing value of enhanced social and environmental credentials and
our existing group of trading businesses, together with potential
acquisitions, will benefit from these actions as an essential growth
enablement tool in sales to major OEMs, for government-sponsored
contracts, and in certain export markets.
The Group’s intention is to evolve our approach to sustainability, taking
due note of existing TCFD requirements and externally recognised
global standards such as ISO 9001, ISO 14001, the Responsible
Business Alliance and the UN’s Sustainable Development Goals
(“SDGs”) of which objectives 8 (Decent Work and Economic Growth),
12 (Responsible Consumption and Production) and 5/10 (Gender
Equality/Reduced Inequalities) are most closely linked to our business.
Our businesses will further reduce emissions, continue to provide a
fulfilling and high-performing place to work, and deliver to our
customers constantly improving and innovative products and services.
This Sustainability Report, which precedes the Non-Financial and
Sustainability Information Statement (on pages 32 to 41) is structured
into four main areas: Culture, Products (Quality and Compliance),
People and Environment because these are the core areas applicable to
our business.
e Our businesses manufacture scientific
instruments, and components for third-party
scientific instruments, that are used to advance
the boundaries of science and to find solutions
to pressing global problems.
e We value employee tenure and longevity and
always encourage long-term decision-making
above the short term as we expect that our
businesses build for the future.
e Quality for our colleagues means we take
personal ownership to ensure our work meets
customers’ requirements and is error-free from
design through use.
e We strive to continuously improve Judges
Scientific as a great place to work and to achieve
personal goals. Having a sustained focus on
engagement will help us retain our talent, which
is crucial to our future success.
Providing a supportive and
sustainable workplace
STRATEGIC REPORT
Judges Scientific plc Annual report and accounts 2024
24
CULTURE
Judges Scientific’s unique culture drives
decision-making within the organisation.
Purpose
The Group’s strategy is based on creating attractive shareholder returns
through highly selective and carefully structured acquisitions,
underpinned by the diversified, solid and growing earnings and
cashflows arising from our existing businesses.
Judges Scientific’s unique culture starts from when we first interact with
the vendors of acquisition prospects. We expect that each company
that joins our Group will remain for the long term and, therefore, we
must begin that relationship properly from our first contact with them.
We acquire successful businesses and we expect them to remain
successful, so it is very important that we treat the vendors with
respect and never seek to change the terms of a deal once heads of
terms are agreed. We also treat their staff in the same manner as we
treat our own, showing respect, openness, honesty and integrity in all
our actions.
Our businesses manufacture scientific instruments, and components
for third-party scientific instruments, that are used for post-graduate
and post-doctoral research within universities and academic research
facilities and for commercial research in industry to advance the
boundaries of science and to find solutions to pressing global problems.
We take our role in the world seriously and recognise that how we do
business is as important as what we do. Internally, we work to minimise
the environmental footprint of our operations, while investing in our
employees to keep them safe and help them develop their careers.
Externally, we focus on delivering on our purpose to support our
customers in addressing some of the world’s most difficult challenges,
improving scientific understanding and enabling a greener economy.
Shared values
Our employees share our long-term values, and we encourage all our
employees to act as entrepreneurs and treat the Company as if they are
its owner.
295 of our team are Judges Scientific shareholders (2023: 286 staff),
the vast majority of whom have acquired shares through the Judges
Scientific Share Incentive Plan, an HMRC approved scheme which
enables our staff to acquire Judges Scientific shares from their pre-tax
salary; Judges Scientific matches our staff’s own investment in Judges
shares up to £900 per year which allows all staff to benefit in full from
Judges Scientific’s matching contributions.
We value employee tenure and longevity and always encourage
long-term decision-making above the short term as we expect that our
businesses build for the future, not just for the present. Consequently
we have many long-standing experienced staff happy to work within
our businesses throughout their careers.
Our businesses have all built good reputations as key employers in their
local communities, dealing fairly with their own staff, customers and
suppliers. We expect them to continue to do this, understanding that as
part of a public company they must uphold the highest standards of
behaviour and integrity.
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
25
Judges Scientific plc Annual report and accounts 2024
PRODUCTS (QUALITY AND COMPLIANCE)
Purpose
Judges Scientific’s portfolio businesses are diverse and provide varied
products and services that contribute to making a positive societal and
planetary impact, although not always directly on their end user.
A good illustration of this is at Oxford Cryosystems, which joined the
Judges Scientific Group in 2017. Oxford Cryosystems manufacture
specialist cooling instruments to enable effective single crystal x-ray
diffraction which help researchers, often in bioscience, to understand
the atomic structure of single crystals. They also manufacture
ruggedised cryocoolers which are used in radio astronomy, and in
particular are used in the Square Kilometre Array (“SKA”) project. The
cryocooler technology plays a vital role in radio astronomy by cooling
the electronics of the telescope’s low noise amplifiers, which are
essential for enhancing the sensitivity of radio telescopes by amplifying
faint cosmic signals, therefore delivering a much clearer picture to the
astronomers. The SKA will give astronomers insight into the formation
and evolution of the first stars and galaxies, the nature of gravity, and
possibly even life beyond Earth.
All functions and entities within the Group must abide by this updated
Code of Conduct. The Group is in the process of ensuring all necessary
Group-wide policies and training are in place to enable this. All distributors,
agents, and representatives will be expected to abide by relevant aspects
of the Group’s Code of Conduct, and the Group’s trading companies will
be expected to cascade the relevant aspects of the Code of Conduct to
the significant suppliers within the first tier of their supply chains.
This update will also reinforce commitment to UN SDGs 5 (Gender
Equality), 8 (Decent Work and Economic Growth), 9 (Industry,
Innovation, and Infrastructure), 10 (Reduce Inequalities), and 12
(Responsible Consumption and Production).
Additionally, we are setting a target for all the Group’s trading
companies to have implemented ISO 9001 by the end of 2027. As we
are an acquisitive group, any new acquisitions should be expected to
meet this standard within three years of joining Judges. At the end of
2024, 12 of our businesses were ISO 9001 compliant (2023: 8).
In response to feedback from some of our larger OEM customers, one
of our larger subsidiaries completed the widely recognised EcoVadis
ESG assessment, achieving 64% (80th percentile). The use of EcoVadis
is under consideration as a Group-wide assessment and continuous
improvement tool.
Health and safety
Health and safety is of paramount importance across the entire Judges
Scientific Group and a key priority for our subsidiary management
teams. Our employees must be and feel safe at work and we, therefore,
aim to provide a safe and comfortable working environment for them.
The Group insists all its subsidiary companies promote a strong health
and safety culture and encourages them to drive continuous
improvement.
The Group routinely monitors health and safety adherence across our
trading subsidiaries. As we operate a decentralised autonomous operating
structure, performance is monitored at a Group level with the board of
each trading subsidiary directly responsible for compliance with local
health and safety regulations. We have also instituted a Group-wide
annual independent health and safety review which assesses compliance
and provides local management with feedback to continually improve
health and safety.
During 2024, we had six minor incidents and no significant injuries
across all our businesses (2023: eight minor incidents and no significant
injuries). All incidents are followed up with changes to procedures and/
or training of our employees as appropriate to prevent recurrence. The
Group’s expectation is that accident frequency per million working
hours is reducing on an average long-term trend.
SUSTAINABILITY REPORT CONTINUED
For the year ended 31 December 2024
Total number of accidents
Accident frequency
per million hours
20
15
10
5
0
15
10
5
0
2024
2024
2023
2023
2022
2022
2021
2021
Quality and compliance
“High standards of quality of products and services and ensuring
global regulatory compliance.”
Judges Scientific businesses design and manufacture precision
engineered equipment, providing longer operational lifespans of
products and parts. Quality for our customers means they can rely on
our products and services to consistently meet their specifications and
requirements. Some of our businesses have customers with products
greater than 20 years old still capable of working as well as the day
they were purchased.
Quality for our colleagues means we take personal ownership to ensure
our work meets customers’ requirements and is error free from design
through use, and that we encourage a culture of continuous improvement.
Quality for regulatory authorities means that we operate at the highest
ethical standards and meet or exceed all applicable regulatory
requirements. As such, we have chosen to align the Group’s mandatory
Code of Conduct with the terms of the RBA Code of Conduct v8.0
(2024). The provisions of the updated Code of Conduct are, therefore,
derived from, and respect, internationally recognised standards
governing labour, health and safety, environmental impact, business
ethics, and management systems.
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Judges Scientific plc Annual report and accounts 2024
26
PEOPLE
We believe that our people are fundamental to
the success of the business. We invest in our
people to help them to develop the capabilities
that they need to succeed in the long term.
Purpose
Our vision is that all employees are proud to work for businesses that
are the best at what they do and understand the positive difference
that their products make in the world. Simply put, well-motivated
employees are more productive.
Our aim is to attract and retain the best people and create an inclusive
and inspiring environment for all.
Diversity, equity and inclusion
Judges Scientific supports equal opportunity for all our employees and
those who wish to join our Group. Our aim is to build a meritocratic
work environment where everyone can make the most of their skills
and talents throughout their career, without discrimination or
harassment. In the event of a member of staff becoming disabled, every
effort is made to ensure that they can continue their employment with
the Group with suitable support.
It is the Group’s policy that disabled people should have access to the
same career path, training and promotion opportunities as all other
employees. It is a Group policy to not discriminate against staff or
candidates on the basis of age, disability, gender reassignment, marital
or civil partner status, pregnancy or maternity, race, colour, nationality,
ethnic or national origin, religion or belief, or sex or sexual orientation.
Our Group believes in providing a secure workplace with meaningful
roles for all our staff which is evidenced through employee tenure and
staff turnover rates. People who enjoy their job and feel safe at work
will tend to stay with their employer for longer. Our average length of
service is six years (2023: six years), with 5% (2023: 5%) of our team
having worked for our businesses for more than 20 years. Staff turnover
was 16% of our workforce (2023: 14%), which is lower than the UK
average of 20% (2023: 14%). We calculate this figure as the number of
leavers in the year (excluding any retirements) divided by the average
annual number of staff.
Employee length of service (years)
<1 year
17%
1–2 years
15%
2–5 years
25%
5–10 years
22%
10+ years
20%
Ethical behaviour
“Our belief is that principles of honesty and fairness should apply to
our relationships with all stakeholders, internal and external, across
the entirety of our value chain.”
Judges Scientific has a zero-tolerance policy on bribery and corruption
in relation to all business transactions in which the Group is involved.
This policy includes the offering or receiving of inappropriate gifts or
making payments to influence the outcome of business transactions.
We also require customers and suppliers who contract with the Group
on our standard business terms to comply with anti-corruption and
anti-bribery laws, which are summarised in our Code of Conduct, and
ensures everyone employed within the Group, together with all our
suppliers and customers, are aware of and adhere to this code.
Judges Scientific also supports the provisions set out in the Modern
Slavery Act and endorses the core requirements of the Universal
Declaration of Human Rights and the ILO Declaration on Fundamental
Principles and Rights at Work. We do not tolerate practices which
contravene these international standards. Additional information
is included within the Judges Scientific Modern Slavery Statement
on our website at https://www.judges.uk.com/PDF/Modern-Slavery-
Act-statement-Judges-2025.pdf.
The Group’s annual target is that there will be zero ethical and legal
non-compliance incidents, and that was the case in 2024 and 2023.
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
27
Judges Scientific plc Annual report and accounts 2024
PEOPLE CONTINUED
Diversity, equity and inclusion continued
The average age of our staff is 44.3 years (2023: 44.1 years). We have 292 staff over the age of 50 and our oldest staff member is 83 years old. Our
recruitment philosophy is that it doesn’t matter what your age is; if you can do the job and want to do the job, you are welcomed. At the same
time, we regularly recruit apprentices and younger staff into our Group, who bring in fresh knowhow on emerging technologies and the changing
needs of our end customers. This protects our subsidiaries’ long-term viability, with 18% of the Group being under the age of 30 (2023: 18%).
SUSTAINABILITY REPORT CONTINUED
For the year ended 31 December 2024
All employee diversity
Male
75%
Female
25%
Male
74%
Female
26%
Senior management diversity
Board diversity
Male
80%
Female
20%
Male
80%
Female
20%
Male
78%
Female
22%
2023
Male
77%
Female
23%
2023
2023
2024
2024
2024
Male
%
Female
%
2024
Judges Board
8
80%
2
20%
Senior management
85
80%
21
20%
Total workforce
586
75%
191
25%
2023
Judges Board
7
78%
2
22%
Senior management
75
77%
23
23%
Total workforce
526
74%
188
26%
We acknowledge an over-representation of males across our workforce.
25% of employees across the Group are female (2023: 26%). As an
engineering group, we are in industries that have historically been
male-dominated, so we have been challenged with recruiting for many
roles from a largely male candidate pool. That having been said, we have
continued to refresh the composition of our Board and we have two
female independent Non-Executive Directors (2023: two) and also eight
female directors on our subsidiary boards (2023: six), including one
externally appointed managing director with another joining in April 2025.
Over the last two decades, significant efforts have been made by
governments around the world, including the UK, to encourage greater
numbers of female students to study STEM subjects and pursue careers in
engineering. We expect these efforts to gradually have a positive impact
on the number of high calibre female candidates in the candidate pool.
We do not have specific targets for gender mix, nor do we apply positive
discrimination policies in our recruitment process, which is rigorously
structured to identify the best candidate for the role. However, we are
taking action to close the diversity gap, and build greater inclusion, by
requesting that recruiters always present a diverse slate of candidates
in their shortlists and by continuing to be pragmatic in our acceptance
of flexible working arrangements.
Additionally all our staff are remunerated at or above the national
minimum wage.
STRATEGIC REPORT
Judges Scientific plc Annual report and accounts 2024
28
GENDER PAY GAP REPORT
The Gender Pay Gap Regulations state that employers with
more than 250 employees in Great Britain are required to
report their gender pay gaps. Judges Scientific, with its group
of smaller trading businesses, each below this level, is not
required to report under these criteria but voluntarily
discloses this information to provide greater transparency.
Our businesses are small to medium sized, in different geographies,
and with no consistent staff structure across them. It is, therefore, not
straightforward to collate groups of staff in similar roles to benchmark
pay between males and females. Where we have been able to do this,
generally in more senior roles where is it is easier to benchmark e.g.
non-executive directors, sales and operations directors and finance
leaders of our subsidiary companies, there is no significant variance in pay.
This will not preclude us from looking to bridge any apparent gap
and the Group’s ambition is that there will be zero gender pay gap in
the long term.
Having collected and analysed our Group’s pay data for 2024 in line
with the recommended UK Government methodology, the overall
result shows a 7% average gender pay gap between males and
females across all employees excluding senior management. This is
consistent with 2023’s data, whilst the median gap has increased by
4%. Including senior management (both Judges Scientific and
subsidiary level directors), the mean pay gap is larger due to the
majority male demographic of this group; however, this overall pay
gap has decreased to 17% from 20% in 2023, and the median gap
has also reduced from 16% to 15%. In relation to bonuses, there is a
larger gap due to bonuses paid to senior management and also from
commissions payable to salespeople, who are predominantly male.
In 2024, 39.8% of women received a bonus compared with 37.5% of
men (2023: 82.1% of women and 74.9% of men).
The pay gap is summarised in the following tables/graphs:
Excluding Senior Management Including Senior Management
Mean
Median
Mean
Median
2024
Pay gap
7%
19%
17%
15%
Bonus pay gap
19%
8%
23%
10%
2023
Pay gap
7%
15%
20%
16%
Bonus pay gap
-14%
6%
28%
12%
Pay gap progress:
Excluding Senior Management
Including Senior Management
The table below provides quartile hourly pay data, ordered from
highest to lowest, into four equal groups. This provides a picture of
where male and female employees are in the pay hierarchy.
2024
Female
2024
Male
2023
Female
2023
Male
Upper
20%
80%
20%
80%
Upper middle
21%
79%
21%
79%
Lower middle
27%
73%
24%
76%
Lower
34%
66%
38%
62%
We know that a highly capable, diverse and fairly remunerated
workforce will be important to Judges Scientific’s long-term success.
Having a diverse team enables the Group to better understand our
different customers and markets, particularly as we sell to blue-chip
universities and commercial businesses whose own demographics are
changing quickly, together with having broader perspective to ensure
we maximise our ability to make the right decisions and thereby
deliver solutions to our customers that exceed their expectations. To
achieve this, we must continue to make our workplace an environment
that everyone looks forward to working in and to continue to offer
career development so that all women and men realise they can
develop their careers and be rewarded fairly in our Group.
20%
10%
0
20%
10%
0
2024
2024
2023
2023
Mean
Median
Employee engagement and training
The commitment and dedication of our people enable us to fulfil our
Group’s potential and successfully deliver on our business strategy.
We strive to continuously improve Judges Scientific as a great place
to work and to achieve personal goals. Having a sustained focus on
engagement will help us retain our talent, which is crucial to our
future success. Improving engagement also helps us to build on our
core values, resulting in committed, hardworking and loyal employees.
It is the Group’s target to ensure that all senior leaders of our subsidiaries
receive leadership or management training within two years of having
joined our Group. Over 80% of our subsidiary leadership teams have
attended the Judges Scientific Leadership Development Programme
and the Judges Scientific Management Development Course was again
delivered for another cohort of promising managers, aiding their
progression towards becoming our next generation of senior leaders.
We will continue to invest in these types of course over the coming
years to ensure we have the highest quality of junior and senior
management across our businesses. We further encourage all our
businesses to invest in other skills training for staff to enable everyone
to become more proficient in their role.
An added benefit in being part of a diversified group of companies is staff
mobility. Where we have good employees, but where there may be
structural barriers to their career advancement in a particular business or
a change in their circumstances which stops them from performing their
current role, we have the capacity for staff to join a sister company rather
than continuing their career outside the Group and this has worked well
for a number of our team during the past few years.
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
29
Judges Scientific plc Annual report and accounts 2024
SUSTAINABILITY REPORT CONTINUED
For the year ended 31 December 2024
ENVIRONMENT
Judges Scientific recognises that concerns
about the environment, including climate
change, must be addressed by all its businesses.
Purpose
We work to minimise the environmental impact of our operations
wherever possible. As a manufacturer of niche scientific instruments,
we do not have carbon-intensive manufacturing facilities; instead
the vast majority of our businesses are assembling instruments.
Our niche instruments are largely used for research, to help progress
scientific advancement.
Through our culture of sustainable ownership, it is often our colleagues who
identify areas for improvement to combat climate change. Best practices in
individual businesses are shared across the Group and implemented where
feasible. The Judges Sustainability Committee (the “JSC”), with members
drawn from all the Judges’ Group companies, helps to encourage best
practice in sustainability and environmental impact practices across
the Group, supplementing individual businesses’ climate plans.
Energy use
Due to our low capital-intensive manufacturing processes, we use
comparatively little fossil fuels directly. We are a business founded on
technological innovation, and this mindset translates into our businesses
adopting energy efficient technologies wherever sensibly achievable.
Most of our facilities have used energy efficient LED lighting for many
years, and we have almost completed the conversion of the remainder.
We have energy management technologies in many of our facilities like
motion-sensor lighting in low-footfall areas and ensuring lights are
turned off at the end of the day. Further, as part of all new buildings
acquired for our businesses, we encourage the installation of solar
panels to generate a portion of the energy required to operate, such as
at Oxford Cryosystems, and at the new premises of UHV Design.
The Group engaged Inspired ESG, a third-party expert environmental
consultancy, during 2024 to help it further understand its emissions and
to help with articulating and disclosing its future climate plans. It is clear
that Scope 1 and 2 emissions are a very small proportion of the Group’s
total emissions, with Scope 3 indirect emissions assessed to be 98.5%
of the Group’s total emissions. The largest constituents of these total
emissions are from purchased components for our instruments (45% of
total emissions) and from the lifetime energy usage of our instruments
(39% of total emissions). It is a challenge and opportunity for our
businesses to consider, over the coming years, how to minimise the
energy required to manufacture the components for their instruments
and, where practicable, to devise methods to reduce the energy used
by the instruments throughout their lifetime. Over many years, our
businesses have developed local supply chains wherever possible and
established enviable reputations for supplying instrumentation of
superior quality and longevity far in excess of their warranty period.
We must ensure that any attempt to reduce indirect product life-cycle
emissions does not impact supply chain resilience, quality and lifespan.
The Group has introduced the following climate-related targets (some
of which are also included in the Non-Financial and Sustainability
Information Statement on pages 32 to 41), as follows:
e Total energy usage (kWh), and total energy usage/£m revenue
reducing on a long-term average trend (UN SDG12.2);
e Total scope 1,2, and 3 emissions / £m revenue reducing on a
long-term average trend (UN SDG12.2);
e Zero carbon energy (including in-house solar PV generation) to
increase as a percentage of total electricity usage (UN SDG 8.4); and
e Decreasing tCO2e/£m revenue on a long-term average trend
(UN SDG 12.2 and 8.4).
The table below illustrates some key data relating to the Group’s
energy usage and emissions. Scope 1 is from usage of natural gas and
refrigerants and from direct transportation. Scope 2 is from usage of
grid supplied and self-generated electricity. All figures have been
calculated by Inspired ESG, including a recalculation of 2023 actuals
(except for direct transportation emissions which are not included).
Global energy usage in 2024 has increased by approximately 700,000 kWh.
This figure includes a first time calculation of 450,000 kWh for direct
transportation, such that overall energy usage increased by 250,000 kWh,
a figure which includes three new acquisitions and additional energy
usage arising from certain of our businesses moving to larger premises.
In 2024, the Group’s market-based Scope 1 and 2 emissions (market-based
emissions reflect the use of zero carbon energy) reduced by 5.4%, which is
equivalent to 24 tonnes of carbon dioxide to the Group’s emissions, despite
three new companies having joined the Group. The measure of tonnes of
carbon dioxide per £m of revenue also reduced by 3.6% in 2024.
2024
2023
Scope 1 and 2 Global energy
usage (kWh)
3,403,728
2,687,148
Emissions (market based)
tCO2e
424
448
Normalised values
tCO2e/£m revenue
3.17
3.29
tCO2e/FTEs
0.55
0.66
Zero carbon electricity
82%
82%
82% of the electricity we use is zero carbon (which includes renewable
energy and nuclear power) (2023: 82%), and we will continue to target
adoption across our businesses towards zero carbon energy sources.
The UK’s share of the Group’s global energy usage was 85% for gas and
97% for electricity (2023: 97% and 94% respectively).
As mentioned in the Products section, much design effort also goes
into reducing the energy requirements of our products to deliver future
benefit for our customers from lower lifetime energy consumption.
Market based carbon emissions
500
400
300
200
100
0
2023
2022
Refrigerants and transport
Natural Gas
Electricity
Global energy usage (kWh)
Millions
Carbon emissions (tCO2)
4.0
3.0
2.0
1.0
0
Scope 1
Scope 2
2024
2023
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Judges Scientific plc Annual report and accounts 2024
30
Environmental accreditations
We continue to look at new ways to improve our environmental
performance, both through our businesses achieving ISO 14001
certification demonstrating their facilities are in compliance with
environmental laws and regulation in the UK and EU, and via a My
Green Lab ACT Label Certification for sustainability.
Benefits of such certification have included cost savings, energy use
improvements, and allowing us to demonstrate our alignment with the
ethical values of our customers. Consequently, we are targeting all our
existing trading companies to become ISO 14001 accredited by the end
of 2028 and as we are an acquisitive group, any new acquisitions
should be expected to meet this standard within four years of joining
the Group. At the end of 2024 three of our businesses were ISO 14001
compliant (2023: two).
Other environmental concerns
We understand that concerns about the climate should not be confined
to the remit of energy use and carbon and are aware that water, waste
and recyclability are other areas that must be addressed.
We are exploring ways to further improve, such as looking at how to
measure our waste and water use. The JSC is also leading our internal
efforts to examine further ways to sustainably package our products,
given the inevitable volume of packaging that we use in transporting
our instruments to our customers around the world.
Continuous improvement
We have again increased the volume of our disclosure with the
Non-Financial and Sustainability Information Statement on pages 32 to
41 and enhanced disclosures in this report and will continue to evolve
and improve our impact on society next year despite the inherent limitations
of size and resource within the Group’s collection of small businesses.
Brad Ormsby
Director
2 April 2025
Energy electricity source
20%
40%
60%
80%
100%
FY24
FY23
0%
Zero carbon
Carbon
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
31
Judges Scientific plc Annual report and accounts 2024
NON-FINANCIAL AND SUSTAINABILITY INFORMATION STATEMENT
For the year ended 31 December 2024
Introduction
Judges Scientific (“Judges” or “the Group”) understands the value of
increasing long-term operational resilience in response to climate
change and is, therefore, developing an adaptable climate-related
strategy. The UK’s Companies (Strategic Report) (Climate-related
Financial Disclosure (“CFD”) Regulations 2022 require certain publicly
quoted companies and large private companies to incorporate climate
disclosures in their annual reports. Judges is captured under these
regulations as an AIM listed company with more than 500 employees.
The Group has, therefore, produced this disclosure to comply with the
CFD regulations. Additionally, the Group has elected to align with the
more widely understood Task Force on Climate-related Financial
Disclosures (“TCFD”) recommendations, which are closely aligned with
the CFD regulations.
During 2024, the Group engaged the services of a third-party expert
environmental consultancy, Inspired ESG, to support it with developing
and executing its climate-related strategy and we are grateful for their
support in helping navigate the challenges of achieving both TCFD and
CFD compliance. The Group has, similar to most other companies,
aligned its reporting with the four pillars of TCFD: Governance, Risk
Management, Strategy, and Metrics and Targets. In 2024, Judges
complied with all eight of the CFD’s required disclosures and voluntarily
aligned with all eleven of the TCFD’s recommendations. We will
continue to use the TCFD framework to develop our understanding of
the climate-related risks and opportunities facing our organisation.
We understand that our businesses, even as lower carbon-emitting
businesses, will directly or indirectly impact climate change. We are,
therefore, committed to developing our Environmental, Social, and
Governance (“ESG”) strategy to enable all our Group’s businesses to
gradually improve their sustainability. Despite the Group’s small overall
operational size, we may not be immune to the future effects of rising
global temperatures and weather-related disasters, which could affect
not only the Group’s operations but its entire value chain.
Governance
At Judges, the responsibility for managing climate-related risks and
opportunities is embedded across multiple levels of the organisation.
We have a decentralised and autonomous business model which
encourages streamlined and localised decision-making. However, the
Board retains overall responsibility and oversight on climate-related
matters. As previously mentioned, Judges have partnered with Inspired
ESG to help identify climate-related risks and opportunities, calculate
emissions, and aid in the development of the disclosures in this report.
Board-level oversight
Figure 1: The Group Board and Committee climate governance structure.
The Board of Directors
Executive Responsibility
Holds ultimate responsibility and oversight of climate-related matters.
The Audit Committee
Provides independent oversight of compliance and risk management, including climate-related risks. With support from Inspired ESG, identifies
climate-related risks for the Group.
Operational Executives
Chief Operating Officer (“COO”), Group Business Development Director (“GBDD”) and Group Commercial Director (“GCD”)
Facilitate regular reviews and updates on climate-related initiatives from subsidiaries. Responsible for managing and monitoring climate-related risks.
Subsidiary Management Teams (“SMT”)
Develop and implement climate plans tailored to their specific operations.
Judges Sustainability Committee (“JSC”)
Encourages sustainability and climate initiatives across all subsidiaries. Responsible for assessing climate risks and opportunities.
Climate change became a standing agenda item at Board meetings
during 2024. In 2024, the Board met eleven times and discussed
climate matters four times. In 2025, the Board will start monitoring
progress against the Group’s related targets as disclosed in this report
and also as our targets evolve over the coming years. The Board
receives quarterly updates from the Operational Executives (Figure 1)
on sustainability progress. Operational Executives meet bi-monthly to
review business strategy, including matters such as compliance with
CFD and establishing climate-related targets, such as net zero. These
regular discussions provide a framework to ensure that subsidiaries
remain accountable for their initiatives.
The Board engaged in a capacity-building session in November 2024
which was facilitated by Inspired ESG, which included an overview of
climate change and the risks and opportunities that may impact the
Group. Climate considerations have been integrated into the Group’s
short and long-term financial planning and business strategy for the
past five years, with some companies within the Group engaging as
early as 2014 through the adoption of solar panels for renewable
energy generation. Judges has allocated a budget for energy efficiency
throughout the Group and created a climate risk register to mitigate
climate-related effects.
Judges has also integrated climate-related performance metrics into
executive compensation to drive accountability in achieving climate
goals and capitalising on climate-related opportunities with the
Remuneration Committee assigning 10% of the Executive Directors’
annual incentive in this area.
STRATEGIC REPORT
Judges Scientific plc Annual report and accounts 2024
32
The Audit Committee and Operational Executives
The Board delegates key governance responsibilities to the Audit Committee,
which, amongst other things, oversees compliance, including with CFD
and TCFD. The Audit Committee plays a critical role in identifying and
monitoring climate-related risks and working in collaboration with the
Operational Executives and Chief Financial Officer (“CFO”) to maintain
an aligned, Group-wide approach to risk management.
Additionally, the Audit Committee is responsible for reporting regulatory
developments and drawing insights from external auditors and expert
advisors engaged by the Executive team with climate legislation being
reviewed at least annually with Inspired ESG and then shared with the
Board. The Operational Executives are responsible for reviewing climate
risk management and facilitating regular reviews and updates on
climate-related initiatives from the subsidiary management teams.
Subsidiary Management Teams (“SMT”)
Judges promotes a culture of empowering local colleagues to drive
improvements in sustainability. Each entity is responsible for its own
strategy and corporate risk register and can drive a local sustainability
agenda through climate action plans. As part of ongoing efforts to
strengthen climate risk management, subsidiaries will integrate
applicable climate-related risks into their risk matrices starting in 2025.
Several members of the SMT attended the climate workshops held in
November 2024 to engage with and grow their understanding of
climate change and its associated risks.
JSC findings and progress reviews are shared with SMT to ensure
transparency when developing and implementing climate action plans.
Progress updates and best practices are shared throughout the Group
to encourage learning and advance shared goals. The SMT members are
responsible for implementing climate action plans specific to their
operations, with climate risk management reviewed by the Operational
Executives and the Group Financial Reporting Manager (“GFRM”).
In 2024, the CFO supported this review process and reviewed the risk
matrices produced by Inspired ESG to ensure comprehensive oversight.
The Judges Sustainability Committee (“JSC”)
The JSC, established by the Board in 2023, is sponsored by the CFO and
is responsible for encouraging and coordinating environmental initiatives
across the Group, in particular by sharing best practices across all the
Group’s companies. This augments the SMT climate plans. The JSC meets
three times annually and provides updates to the GFRM every 90 days to
facilitate knowledge sharing, monitor progress on climate-related targets
and oversee the development of additional mitigation measures to
optimise sustainability across the Group. Each subsidiary is represented
by an allocated member in the JSC, ranging from supply chain analysts to
members of the SMT, who influence and report on plans and projects to
reduce the environmental impact of the business. One JSC member has
completed the Business Sustainability Management online short course
at the University of Cambridge’s Institute for Sustainability Leadership
(“CISL”). This programme was focused on building sustainability
strategies and stakeholder collaboration and aimed to further enhance
expertise in climate-related governance. Other committee members
attended sustainability conferences in 2024.
Key actions identified through the JSC’s meetings in 2024 relate to the
replacement of plastic bubble wrap with recyclable paper and the review
of packaging requirements in order to reduce cardboard usage. Both
actions aim to reduce plastic waste and carbon emissions associated with
the production and disposal of products. Discussions around climate-
related initiatives are ongoing across the Group, with the JSC reporting
developments to the Board each quarter as part of the 90-day status
updates provided by the GFRM. The JSC’s findings and recommendations
are escalated to the Board for review and actioned by the COO, on behalf
of the Operational Executives. This ensured that the Board remained
informed and had oversight of climate-related matters in 2024. Judges
will review the feasibility of conducting financial modelling in 2025 to
understand the potential financial impact of each climate risk and
opportunity. This will support the Group’s financial planning.
The responsibility for assessing climate-related risks is shared by the
JSC and senior leaders of SMT. Members of the JSC and SMT leaders
attended the climate risk management workshops in early November
2024 to grow their knowledge of climate change, assess material risks
and evaluate mitigations for the Group. The identified climate-related
risks and mitigations were reported to the Operational Executives and
approved by the CFO. Inspired ESG updated the Board on the
climate-related risks and opportunities in late November 2024.
While the JSC focuses on promoting sustainable practices and tracking
progress, the Board and Executives lead the review and implementation
of mitigation strategies.
Risk management
The Board acknowledges its responsibility to manage the Group’s
climate-related risks and impacts. A risk identification, evaluation, and
management process was established to support this. Climate-related
risks and opportunities have been identified in collaboration with
Inspired ESG. The Group, supported by the Operational Executives and
SMT, works to integrate them into the business strategy. The Audit
Committee reviews and assesses risks to the Group annually and
presents its findings to the Board. The risk register is reviewed annually
and approved by the CFO prior to the Audit Committee review. The
climate risk identification, assessment and management processes will
be fully integrated into the Group’s overall risk management process in
2025. As 2024 was the first year the Group formally identified and
assessed climate change, the climate risk register has also not yet been
integrated into the Group’s business risk register. The Audit Committee
will review the climate risks and opportunities for the first time in 2025
and investigate its integration with the Group Risk Register.
Step 1: Identification of risks
The CFO and Inspired ESG liaise with the Audit Committee to review
existing and upcoming changes in legislation, reporting updates to the
Operational Executives and to the Group Finance team. Climate
legislation is reviewed at least annually with Inspired ESG. Additionally,
the Group works collaboratively with its auditor to ensure compliance
with the TCFD and CFD frameworks. Climate-related risks and
opportunities have been identified by Inspired ESG through discovery
processes and data collection. We provide climate data to Inspired ESG,
which runs scenario analysis and presents the findings. In October and
November 2024, Inspired ESG conducted a climate scenario analysis
using data provided by the Group. The outcomes of this analysis were
presented at two Climate Risk Management Workshops in November
2024, attended by internal stakeholders across the Group, to assess the
identified climate-related risks. The first workshop addressed transition
risks (risks associated with moving to a low carbon economy) at the
Group level. The second workshop focused on the physical risks, at the
subsidiary site level, arising from acute (occurring over the short term)
and chronic (occurring over the longer term) climate patterns. Both
workshops were attended by representatives from the JSC and SMT,
including the GFRM, several managing directors, operations directors,
and representatives from marketing, sales, and HR. In 2025, we will
expand our climate risk analysis to the top suppliers of our subsidiaries
to build an understanding of climate change resilience across our value
chain. To enable the identification of any new climate-related risks and
reassess materiality, climate risk workshops will continue to be held
annually to review potential developments and ensure our classification
remains appropriate. In 2024, we assessed 19 climate-related risks, of
which 10 were deemed material to the Group. These included 6
transition risks (Table 3) and 4 physical risks (Table 4). In addition, we
assessed 6 climate-related opportunities, and 4 were deemed material
to the Group (Table 5).
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FINANCIAL STATEMENTS
33
Judges Scientific plc Annual report and accounts 2024
NON-FINANCIAL AND SUSTAINABILITY INFORMATION STATEMENT CONTINUED
For the year ended 31 December 2024
Risk management continued
Step 2: Assessment of risks
Using climate scenario analysis during the workshops, we focused on
three global warming scenarios (Table 2) across three different timescales
(short, medium and long term). In considering these scenarios, attendees
assessed each identified climate-related risk to understand which are
significant for each Judges business. These risks are shown in Tables 3
and 4. The Audit Committee monitors existing and upcoming
climate-related regulatory requirements, which are reviewed at least
annually with Inspired ESG. Existing mitigations were taken into
consideration when scoring risks (net risk). Risks were scored based on
likelihood (how likely the risk is to materialise) and impact (the extent
of the effects should the risk materialise), using a 1 to 5 scoring system,
with 5 being the most significant (Table 1).
Table 1: Judges Scientific climate risk assessment matrix.
Likelihood
Impact
5
Already occurring
5
Highly significant
4
Very likely
4
Significant
3
Likely
3
Medium
2
Low
2
Low
1
Very unlikely
1
Negligible
Judges used a materiality threshold of 4 in either likelihood or impact
to determine if the risk would be material. Material risks will have
mitigation measures prioritised. Climate-related opportunities in Table
5 are those deemed to be material for the Group to exploit where feasible.
Step 3: Management of risks
Measures to mitigate each climate-related risk have been identified,
with further developments ongoing where needed. The Operational
Executives are instrumental in monitoring risks, assigning risks and
managing risk mitigation across the Group, and rely on SMT members
in developing and implementing climate plans tailored to their specific
operations, contributing to a comprehensive risk management
approach. Judges has already implemented climate mitigation
measures (Tables 3 and 4).
The Judges Board has recognised climate change as an emerging risk in
November 2024. Members of the JSC and the CFO concluded after the
materiality review of the identified climate-related risks that, whilst
material climate-related risks were identified, climate change is an
emerging risk for the business in 2024, as the overall impact is still low,
and climate change does not significantly affect the integrity or operations
of the Group. The status will, however, be reviewed annually. Judges has
considered the resilience of the Company’s business model and strategy
against the three different climate scenarios presented in Table 2. We
assessed the potential effect on the business model and strategy (Tables 3
and 4) and deemed that they are resilient to the three climate scenarios.
Strategy
In October and November 2024, we conducted a climate scenario
analysis to assess climate-related transition and physical risks and
opportunities. In November 2024, we reviewed the climate-related
transition and physical risks and opportunities identified through our
climate scenario analysis across the short (2024–2028), medium
(2029–2038), and long term (2039–2053). The short-term timeframe
(2024–2028) provides insight into immediate climate-related impacts,
such as stricter environmental regulations and growing stakeholder
concerns. The medium-term timeframe (2029–2038) aligns with the
Group Scope 1 and 2 targets and captures the intensification of
transition and physical risks, enabling the Group to develop proactive
risk mitigation strategies. The long-term timeframe (2039–2053) will
align with the Group’s future net zero target and UK’s Net Zero target
of 2050, ensuring a strategic approach to long-term climate resilience.
Three warming scenarios were selected to illustrate various international
responses to climate change, such as “business as usual” and a rapid
shift to a low carbon economy (Table 2). A climate scenario is a plausible
representation of potential future climate conditions that could have
an impact on business operations directly and indirectly: for example,
enhanced reporting obligations or acute weather events like heatwaves.
The potential climate-related vulnerability of Judges’ operations was
assessed and scored against the likelihood of the occurrence and the
impact. As this is the first year the Group has identified climate-related
risks and opportunities, we have no year-on-year comparisons. This
report will, however, outline any significant changes in analysis in the
2025 CFD disclosure and future reports.
Table 2: The three warming scenarios and their implications for climate risk and action.
Scenario
Explanation
Proactive (<2oC)
The Proactive scenario is aligned with the UK’s Net Zero target, with expected strict environmental mandates driving
innovation in low carbon solutions. This scenario encourages the development of sustainable, low carbon technologies.
Working alongside Inspired ESG, Judges will continue to strengthen operational resilience and review risks, ensuring
alignment with global decarbonisation efforts. Judges will continue to aim to decarbonise operations, investing in lower
emission technologies and capitalising on opportunities, where feasible. Judges aims to further develop a flexible climate
strategy to enhance resilience, including implementing contingency plans and annually improving the Group’s approach
to climate risk management where possible.
Reactive (2–3oC)
Climate action is not taken immediately, resulting in an unstructured response by Governments. Limited investment in
low emission alternatives intensifies physical risks, impacting supply chains and operational continuity. Judges will focus
on improving energy efficiency, driving decarbonisation efforts, and working closely with key stakeholders to adapt to
emerging climate risks under this scenario and build resilience. Prioritising a flexible and adaptable strategy to enhance
resilience and developing contingency plans where possible.
Inactive (>3oC)
The Inactive scenario represents a “business as usual” approach, where no significant emissions reductions occur.
Climate risks escalate, and supply chain disruptions become more frequent as climate tipping points are breached.
Judges will continue to prioritise climate adaptation measures, ensuring the business model remains resilient to the
increased physical and operational risks in this scenario. This includes developing contingency plans for operational
disruption and further investing in decarbonisation strategies where possible.
Inspired ESG employed the use of various climate models and internationally established frameworks to conduct the climate scenario analysis on
our chosen sites. These included the International Energy Agency’s World Energy Models (“WEM”), the Shared Socioeconomic Pathways (“SSPs”):
Climate Natural Catastrophe Damage Model, the Co-ordinated Regional Climate Downscaling Experiment (“CORDEX”) forecasts, Central Banks
and Supervisors Network for Greening the Financial System (“NGFS”), and Integrated Assessment Models (“IAM”).
STRATEGIC REPORT
Judges Scientific plc Annual report and accounts 2024
34
Disclaimer about climate scenario estimations
These climate scenarios, whilst aligned with ISO 14091 (Adaptation to
Climate Change) standard, focus on varying combinations of potential
factors to illustrate potential futures and support best practices. These
models offer valuable insights into potential futures but have
limitations, meaning their accuracy cannot be guaranteed. Additionally,
potential over or underestimations of climate variables could occur.
In 2024, the Group assessed the potential impact of climate-related risks
and opportunities on its 21 most material sites. Materiality was defined
by assessing each site’s significance to the overall business operations. 19
climate-related risks were identified which could potentially impact
Judges’ operations, of which 10 were deemed material to the Group. These
10 material risks were categorised into 6 transition risks and 4 physical
risks, each evaluated by receiving a score of 4 or more in either likelihood
or impact. Key risks include enhanced climate reporting obligations,
increased stakeholder concern, and rising mean temperatures. In 2025,
expanding the climate scenario analysis will support the Group in building
a more resilient future strategy. As this is the first year Judges has identified
and assessed climate-related risks, no detailed financial impact analysis
has been conducted. This will be incorporated in 2025, if feasible.
Transition risk
Transition risks are associated with a shift toward a low carbon
economy and are most pronounced under a below 2°C scenario, driven
by stricter climate policies and shifting market preferences. Risks follow
themes of policy and legal, market, technology and reputation. Despite
the Group’s direct operations having a relatively small environmental
impact, Judges remain committed to decarbonising operations, staying
aligned with emerging trends, and leveraging new opportunities to
strengthen resilience through research and development. Judges have
an allocated budget for research and development and sustainability
initiatives to support the Group’s mitigations against climate-related
risks. This includes adopting LED lighting and increasing recycled
content in packaging materials. Growing stakeholder interest in
sustainability introduces reputational risks, which have been identified
and mitigated through transparent strategies and annual progress
reporting, such as this CFD disclosure. Material transition risks are
explored further in Table 3.
Physical risks
Physical risks arise from the direct physical impacts of climate change
which may threaten the Group’s business operations or strategy in the
longer term, such as heatwaves and water stress. Physical risks are
categorised into acute (event-driven) or chronic (longer-term shifts in
climate patterns). Heatwaves or extreme heat could negatively impact
the Group’s productivity and revenue through increased operational
costs. Although the Group is not a significant user of water, several
companies within the Group require water for industrial processes.
Therefore, water stress may impact productivity in the future. Material
physical risks are explored further in Table 4.
Key outcomes
While climate change is not a principal risk for the Group, the transition
and physical risks in Tables 2 and 3 impact the Group more than the
other climate-related risks. Judges also aims to capitalise on the
opportunities presented by climate change where possible (Table 5).
Climate risks and opportunities will be integrated into strategic
planning where required for 2025, increasing the resilience of the
Group. Judges are actively working to reduce the Group’s carbon
footprint to minimise potential carbon pricing risks and reduce our
environmental impact, as detailed in the Metrics and Targets section.
Table 3: Climate-related transition risks that could have a greater potential impact on the Group and the related risk mitigations.
Risk
Time Horizon (years)
Warming Scenario
Impact Rating
Likelihood Rating
Policy and legal – Enhanced
reporting obligations
Short-medium term (2024-2038)
<2°C
2-3°C
2
5
Impact Description
Mitigations
Actual: Judges has already seen an increase in emissions reporting
regulations such as CFD.
Potential: Enhanced regulations may be mandated for businesses to
support the UK’s aim of net zero by 2050, to reduce energy usage and
emissions, such as the Carbon Border Adjustment Mechanism (“CBAM”),
which will tax imports of certain raw materials. The Taskforce on
Nature-related Financial Disclosures (“TNFD”) is not yet mandated but
may be expected by stakeholders. The EU has submitted a bid to
minimise greenwashing, including the claims of being “climate neutral”
and using green labels not from an approved sustainability scheme.
Increased regulatory requirements will increase compliance costs, such
as partnering with a third-party consultancy. Failure to meet regulations
may result in litigation, fines, and reputational damage.
The JSC discusses climate-related matters and encourages continuous
improvement in sustainability and the sharing of best practices.
In 2024, Judges began working with Inspired ESG to ensure compliance
with requirements such as CFD and provide the Board and senior
management with training on climate change.
Inspired ESG will support Judges in starting a net zero journey and
building energy efficiency to reduce emissions.
We collaborate with subsidiaries to conduct regular market assessments
to adjust pricing strategies in response to rising costs. Judges also works
with suppliers to obtain their compliance with emerging and existing
regulations wherever possible.
Related Metrics and Targets: Scope 1, 2 and 3 emissions.
Risk
Time Horizon (years)
Warming Scenario
Impact Rating
Likelihood Rating
Policy and legal
– Carbon pricing
Medium term (2029-2038)
2-3°C
2
4
Impact Description
Mitigations
Potential: Carbon pricing could increase operational and compliance
costs for Judges and the cost of goods and services from suppliers
affected by such mechanisms. Governments may raise carbon pricing
over time to reduce emissions, making it a variable cost. Carbon tax
values could lead to significant costs and require increased investment
in technology to support decarbonisation. While the Group’s direct
emissions are minimal, carbon pricing may still impact the cost of
purchased components.
The Group uses and aims to use green energy contracts. Gas costs are
not financially material to the Group. Therefore, if carbon pricing were to
be introduced, the cost would not be significant.
Inspired ESG provides the Group with annual updates on the potential
impacts of carbon pricing. Judges will begin the journey to a net zero strategy.
Related Metrics and Targets: Scope 1 and 2 emissions.
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35
Judges Scientific plc Annual report and accounts 2024
NON-FINANCIAL AND SUSTAINABILITY INFORMATION STATEMENT CONTINUED
For the year ended 31 December 2024
Risk
Time Horizon (years)
Warming Scenario
Impact Rating
Likelihood Rating
Market – Changing customer
behaviour
Short-medium term (2024-2038)
2-3°C
3
4
Impact Description
Mitigations
Actual: Customers are slowly transitioning towards lower emissions
products and services, with a few examples across the Group where
lower emission products, technologies, and services, are directly
beneficial to the specific research application, which may decrease
revenue from higher emissions offerings and require increased capital in
sustainable materials and packaging. Customers may demand that
Judges use more eco-friendly packaging to comply with their Scope 3
emissions. This is more pronounced in Western markets, driven by
consumer and regulatory pressures.
Potential: Judges may face an increased risk of customers purchasing
from competitors leading in sustainability practices. Judges may be
unable to develop sustainable or low carbon products. Some of Judges’
clients are in other locations where policies may not be as strict as those
in the UK or the EU.
Judges is aware that sustainability is becoming increasingly important to
consumers. The Group aims to be transparent with its stakeholders by
producing a CFD annual report statement and completing EcoVadis at
the subsidiary level.
Several subsidiaries already work closely with suppliers to help them
meet their net zero targets.
Judges will continue to invest in research and development (“R&D”) to
provide sustainable and innovative products where possible.
To mitigate the risk of changing market behaviour, the Group has set
environmental targets (see Table 6). Progress towards these targets will
be reported on annually moving forward, demonstrating our
commitment to reducing our carbon footprint.
Risk
Time Horizon (years)
Warming Scenario
Impact Rating
Likelihood Rating
Market – Increased cost of
energy and raw materials
Medium-long Term (2029-2053)
2-3°C
2
4
Impact Description
Mitigations
Actual:
Energy
Carbon pricing on gas and oil imports may increase energy costs.
Although renewable electricity is more constant than fossil fuels, it can
be more expensive, creating additional operating costs.
Raw materials
The EU has identified plastic, steel, ceramics, hydrogen, and fertilisers as
high-impact materials that will be forced to decarbonise. New processes
and technologies may be introduced to aid this, increasing the cost of
the raw material in products purchased by Judges.
Potential:
Energy
Increased energy costs may occur as more businesses convert to zero
carbon contracts, increasing demand.
Raw materials
Rising costs will increase operational spending and may decrease
profitability. Customers may begin to seek cheaper alternatives. The use
of alternative materials in Judges’ operations may result in inferior
products, potentially leading to reputational damage. However, prices
will likely rise for the sector, reducing the impact on competitiveness.
The Group is committed to continuing to monitor the rising costs of
essential products and agrees on call-off orders to obtain price breaks.
The Group monitors upcoming legislation which may impact capital
spending, e.g. CBAM, to allow time for mitigation or adaptation
strategies if required. Support from Inspired ESG also helps to educate
on how to mitigate this risk.
Judges is committed to energy efficiency and has implemented many
energy initiatives such as LED lighting and solar panels wherever feasible
and suitable.
The Group is transitioning to zero carbon contracts where possible, and
82% of electricity is already on this basis.
Related Metrics and Targets: Scope 1, 2 and 3 emissions.
Key outcomes continued
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Judges Scientific plc Annual report and accounts 2024
36
Risk
Time Horizon (years)
Warming Scenario
Impact Rating
Likelihood Rating
Reputation – Shifts in customer
preferences
Short-medium term (2024-2038)
<2°C
2-3°C
3
5
Impact Description
Mitigations
Actual: Larger customers are already expecting Judges to increase their
environmental reputation by signing up for rating systems like EcoVadis
or having the ISO 14001 (Environmental Management Standard) quality
accreditation.
Potential: High emissions products may be less desirable for customers
as they align spending with their own Scope 3 net zero pathways. Failure
to predict or respond to this trend can impact sales, reducing
profitability.
Consumers could use new, more energy-efficient technologies from
competitors, rendering the Group’s products obsolete, leading to
revenue loss, reduced profitability, and reputational damage
Judges publish a Sustainability Report and CFD Report annually to
measure year-on-year progress against KPIs and ensure stakeholder
transparency. Additionally, one subsidiary has completed an assessment
with EcoVadis, which engages with stakeholders on sustainability
practices (customer feedback/surveys, investment briefings), and the
Group is considering a wider roll-out.
Judges aims to explore new sustainable manufacturing processes,
including developing new lower emission products, supported by its
research and development budget.
Judges’ subsidiaries are working toward ISO 14001 accreditation (PE.
fiberoptics Limited was accredited in 2024 and Fire Testing Technology
Limited and Sircal prior to 2024).
To mitigate the risk of shifts in customer preferences, the Group has set
environmental targets (see Table 6). Progress towards these targets will
be reported on annually in our publicly available CFD statement for
customer transparency, demonstrating our commitment to reducing our
carbon footprint.
Risk
Time Horizon (years)
Warming Scenario
Impact Rating
Likelihood Rating
Reputation – Increased
stakeholder concern
Short-medium term (2024-2038)
<2°C
2-3°C
2.5
4
Impact Description
Mitigations
Actual: There is a growing desire from shareholders to link ESG metrics
to remuneration and provide more transparency with public strategies
and policies such as environmental policy.
Potential: As the world transitions to a decarbonised economy,
stakeholders will likely have increased interest and concern regarding
sustainability credentials. An actual or perceived inability to be seen to
be taking action to reduce Judges’ overall carbon footprint is likely to
impact investor ratings negatively and potentially limit access to capital.
Judges may have to consider net zero targets when it acquires
companies in the future. Judges may be required to report on waste or
water with clear reduction targets.
Judges regularly monitor current and emerging regulations. Judges also
publish a standalone CFD compliant report to communicate efforts to
stakeholders.
Judges has several engagement avenues, including formal (feedback
forms, performance reviews) and informal (suggestion boxes). To address
increased stakeholder concern for ESG, Judges has tied ESG objectives to
remuneration. The annual bonus for Executive Directors includes a 10%
ESG-related component.
The CFO engages with stakeholders within and outside the business
throughout the development of the Sustainability Report to ensure all
queries are addressed.
To mitigate the risk of increased stakeholder concern, the Group has set
environmental targets (see Table 6). Progress towards these targets will
be reported on annually, demonstrating our commitment to reducing
our carbon footprint.
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FINANCIAL STATEMENTS
37
Judges Scientific plc Annual report and accounts 2024
NON-FINANCIAL AND SUSTAINABILITY INFORMATION STATEMENT CONTINUED
For the year ended 31 December 2024
Key outcomes continued
Table 4: Climate-related physical risks that could have a greater potential impact on the Group than other climate risks, and the related risk mitigations.
Risk
Time Horizon (years)
Warming Scenario
Impact Rating
Likelihood Rating
Acute – Heatwaves/
extreme heat
Short-long term (2024-2053)
2-3°C
>3°C
2
4
Impact Description
Mitigations
All 21 Judges Scientific sites included in the analysis will experience
heatwaves in the short to long term in the Reactive and Inactive
scenarios. Subsidiary sites that will be impacted include Armfield,
GDS and Henniker.
Actual: Extreme heatwaves can negatively impact staff productivity,
reduce revenue, and strain electronics, increasing the demand for
cooling. This leads to higher energy costs – potentially rising by
approximately 400% during heatwaves – and greater Scope 1 and 2
emissions due to reduced energy efficiency.
Potential: Extreme heat may require additional air conditioning
installations, alter construction material properties, increase building
repair needs, and disrupt supply chains as roads melt and rails buckle.
Air conditioning has been installed in most offices, in addition to all
employees having access to fresh drinking water to ensure health is not
impacted by heatwaves or extreme heat.
Judges has a budget available for sustainability projects and is willing to
invest in technology improvements or upgrades, including air
conditioning units, to make environments more comfortable for
employees’ productivity.
Judges takes a pragmatic approach to homeworking, on a case-by-case
basis, where the individual’s role and the needs of the Company permit.
Related Metrics and Targets: Scope 1, 2 and 3 emissions.
Risk
Time Horizon (years)
Warming Scenario
Impact Rating
Likelihood Rating
Chronic – Water stress
Medium-long term (2029-2053)
<2°C
>3°C
3
4
Impact Description
Mitigations
13 of Judges Scientific subsidiary sites included in the analysis are in
potential high water stress zones, including the Group’s head office,
Korvus Technology and CoolLED.
Actual: Increased water stress can deplete freshwater resources,
affecting water-intensive processes like manufacturing, which can
reduce productivity, revenue, and profitability. Water restrictions may
hinder building maintenance, and addressing these challenges may
require higher capital investment in water-efficient technology.
Potential: Water scarcity may result in alternative water sources
requiring greater treatment. Local water restrictions could limit usage or
enforce the installation of water-efficient technologies. A reduced water
supply could also strain energy generation, lowering electrical output.
On a Group level, Judges is not a large water consumer, though a few
subsidiaries and supply chain companies use it in their production
processes. If the supply chain is impacted by water stress, this can
impact the Group.
Water-saving initiatives such as percussion taps are implemented in
some companies within the Group, such as Oxford Cryosystems, to
reduce unnecessary water consumption. Leak maintenance is prioritised,
where detected, to minimise wastage.
Armfield and Rockwash, which utilise higher volumes of water through
their businesses, prioritise water recycling in the product testing stage of
development, using sterilisation processes for reuse.
Related Metrics and Targets: Scope 1, 2 and 3 emissions.
Risk
Time Horizon (years)
Warming Scenario
Impact Rating
Likelihood Rating
Chronic – Sea level rise
Long term (2039-2053)
>3°C
1
4
Impact Description
Mitigations
Three of Judges Scientific’s sites included in the analysis are in
potential sea level rise risk zones. These are Rockwash, Judges head
office and Henniker.
Actual: Site closures are unlikely, and disruption would likely result in
delays rather than closures. There is increased reliance on air freight,
which results in higher logistics costs.
Potential: Sea level rise could cause revenue loss through increased
insurance costs, disruption in travel or supply chains, and damage to
operating sites through flooding or subsidence. It can lead to higher
costs for repairing or replacing damaged stock or machinery. Transport,
energy, and IT networks may be compromised, disrupting operations,
while ports may face higher handling fees due to necessary adaptations.
The Group would allow employees to work from home to ensure
employee productivity is not disrupted.
To mitigate supply chain disruptions caused by sea level rise, some
companies within the Group will prioritise dual sourcing, diversify
logistics options and reduce reliance on high risk ports. This should
mitigate disruption within the supply chain if one supplier is affected.
Many companies around the Group already dual source components
following the recent supply chain issues in 2022 and 2023.
Related Metrics and Targets: Scope 1, 2 and 3 emissions.
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38
Risk
Time Horizon (years)
Warming Scenario
Impact Rating
Likelihood Rating
Chronic – Rising mean
temperatures
Medium-long term (2029-2053)
2-3°C
>3°C
1
5
Impact Description
Mitigations
All 21 Judges Scientific sites included in the analysis will experience
rising mean temperatures in the long term of the Inactive scenario.
Potential: Significant financial and productivity impacts, such as direct
property damage, disruptions to maintenance services, and the capital
and maintenance costs of cooling systems contribute to rising expenses,
alongside increasing energy costs. Extreme heat leads to more heat-
related illnesses, increasing sick days and reducing productivity.
Companies within the Group allow for more relaxed uniforms during
times of extreme heat.
The Group will continue to monitor this risk and investigate the
feasibility of installing additional cooling technology or systems if
required.
Related Metrics and Targets: Scope 1, 2 and 3 emissions.
Table 5: Key opportunities identified and how Judges will capitalise on them.
Opportunity Description
Time Horizon
(Years)
Warming
Scenario
Impact Description
Resource efficiency – Use of energy-efficient
technology
Judges has already implemented energy-efficient
initiatives such as LEDs, building energy management
systems, and solar panels. The Group currently has
82% of its electricity supply on zero carbon contracts
and will aim to transition the remainder as and when
existing contracts expire. Water usage and recycling
will also be optimised.
Short-medium
term
(2024-2038)
<2°C
2-3°C
Reduction in operating expenses due to increased
efficiency. Increased value of energy-efficient assets
(e.g. buildings).
Related Metrics and Targets: Scope 1, 2 and 3
emissions.
Energy Source – Installation and use of low
emission energy technology and shift towards
decentralised energy generation
Solar PV installations on owned properties would
enable Judges to generate electricity onsite, reduce
reliance on the grid, and cut emissions. This is
encouraged for all our businesses.
Short-medium
term
(2024-2038)
<2°C
2-3°C
Reduced operating expenses, less exposure to fossil
fuel price increases, and reputational benefits.
Related Metrics and Targets: Scope 1, 2 and 3
emissions.
Resilience – The business is well adapted and
positioned to deal with climate change compliance
Judges has an adaptive strategy to respond to climate
change, better managing associated risks and seizing
opportunities. This includes the ability to address
both transition and physical risks.
Short-medium
term
(2024-2038)
<2°C
2-3°C
Resilience planning and effective adaptive strategies,
which will increase market valuation and potentially
revenue.
To increase resilience, the Group has set
environmental targets (see Table 6). Progress
towards these targets will be reported on annually,
demonstrating the Group’s commitment to reducing
its carbon footprint.
Reputation – Increased reputational profile and
investment opportunities
Complying with all new policies and standards, such as
CFD, has a reputational benefit. Judges already
produces a sustainability report as part of its Strategic
Report to exhibit the quality of the Group. Judges
encourages its subsidiaries to enhance quality, improve
manufacturing efficiency, and achieve high quality ISO
accreditations. These process improvements reduce
waste and resource use, allowing them to pursue the
more environmentally focused ISO 14001
(Environmental Management Standard).
Short-medium
term
(2024-2038)
<2°C
2-3°C
Alignment with sustainability and climate
mitigations may put businesses ahead of their
competition, open new revenue opportunities and
enhance reputation.
To mitigate the risk of reputational damage, the
Group has set environmental targets (see Table 6).
Progress towards these targets will be reported on
annually, demonstrating the Group’s commitment to
reducing its carbon footprint.
STRATEGIC REPORT
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FINANCIAL STATEMENTS
39
Judges Scientific plc Annual report and accounts 2024
Metrics and targets
Judges is at the beginning of its CFD and TCFD journey and has
completed its first year in identifying climate-related risks. The Group
will set comprehensive targets to enable it to evidence future
improvements in sustainability. The initial targets will be across the
themes of emissions, energy, environmental management, and waste
and packaging. These targets will help mitigate the climate risks
outlined in Tables 3 and 4. In 2025, Judges will further develop specific
targets and begin developing a strategy to support the journey towards
Net Zero no later than 2050.
Table 6: Judges Group environmental targets.
Theme
Target
Emissions
Reduce absolute Scope 1 and 2 emissions by
58.8% by 2034, from a 2024 baseline year.
Environmental
management
Obtain ISO 14001 (Environmental Management
Standard) accreditation by 2028. All acquired
trading companies to have ISO 14001
accreditation within four years of acquisition.
Collection and calculation of all the Group’s emissions
The Group is developing a comprehensive emissions inventory to better
enable the ability to reduce emissions across its operations.
With Inspired ESG’s support, Judges launched an extensive data-
collection improvement process to allow the Group to disclose Scope 3
emissions for the first time (having previously only partially disclosed
Scope 1 and 2 emissions). For clarity, this report includes a base year of
2023’s Scope 3 emissions, and next year’s report will include 2024 and
2025 Scope 3 emissions. It has been a substantial first-time effort to
collect Scope 3 emissions data, and the Group has not yet been able to
complete the 2024 data collection. Once there is a more thorough
understanding of the Group’s Scope 3 emissions, Judges will determine
a suitable baseline year for its net zero targets, which at present is
considered will be 2024. The Group’s emissions have been calculated
using a consolidated operational control approach defined by the GHG
Protocol. The calculation methodology follows the GHG Protocol
Corporate Accounting and Reporting Standard and the guidelines of
ISO 14064-1 (Greenhouse Gases Standard). All applicable Scope 3
categories have been quantified. The overall result is as comprehensive
as can at this time be achieved, but the calculations include significant
estimates and/or estimation techniques.
Scope 1 and 2 emissions
Judges’ operational emissions (Scopes 1 and 2 (location based))
represent 1.5% of the total 2023 emissions of the Group and result
from energy consumption (transport fuels used in Company-owned
vehicles, consumption of other fuels and refrigerants, gas, and
electricity). In the coming year, the Group will seek to continue to
reduce operational emissions through initiatives such as energy
efficiency improvements, transitioning to zero carbon/renewable
energy sources, and exploring lower carbon technologies.
Scope 3 emissions
Understanding the Group’s indirect Scope 3 emissions will be crucial in
identifying the primary sources of greenhouse gas emissions beyond
Judges’ direct operations. A comprehensive Scope 3 applicability review
was conducted in October 2024, which confirmed that 12 of the 15
GHG Protocol Scope 3 categories are relevant to Judges and its
businesses. Due to limited data availability, Scope 3 emissions from
Armfield have been excluded. Category 10 (Processing of Sold
Products), Category 13 (Downstream Leased Assets), and Category 14
(Franchises) were deemed non-applicable as Judges does not sell any
products that require further processing before use, does not have any
downstream leased assets, or operate on a franchise model. Similarly,
emissions from UHV Design do not include the following applicable
categories: Category 11 (Use of Sold Products) and Category 12
(End-of-Life Treatment of Sold Products), as data was not available. In
the coming year, there will be improvements in data completeness to
include all relevant categories at the Group level. Table 7 provides a
breakdown of the Group’s emissions which have been calculated by
Inspired ESG. These calculated emissions have not been audited by a
third party.
The significant categories of Scope 3 emissions in Table 7 include:
e Purchased Goods and Services, which relate to the annual emissions
arising from manufacturing the raw materials, components and
sub-assemblies which are incorporated in the instruments sold;
e Use of Sold Products, which includes the lifetime emissions from
each instrument sold annually. The calculation includes estimations
of the product lifetime, amounts of energy consumed per hour of
use and how many hours used per day;
e Emissions from employee commuting, which are calculated after
completion of employee surveys; and
e Business travel to the Group’s global shareholders, customers,
partners and suppliers.
Table 7: Judges Scientific’s GHG Emissions (tCO2e) for 2023
Total 2023 emissions (location based)
GHG Emissions Scope
tCO2e
% (location based)
Scope 1 (natural gas, transportation, refrigerants and other fuels)
287
0.6%
Scope 2 (electricity)
412
0.9%
Scope 3
44,515
98.5%
1. Purchased Goods and Services
20,406
45.1%
11. Use of Sold Products
17,600
39.0%
6. Business Travel
1,309
2.9%
7. Employee Commuting
1,032
2.3%
Remaining Scope 3 categories*
4,168
9.2%
Total all scopes
45,214
100.0%
All scopes tCO2e per full time equivalent (“FTE”)
66,296
* Remaining Scope 3 categories include Category 2: Capital Goods, Category 3: Fuel- and Energy-related Activities, Category 4: Upstream Transportation and Distribution,
Category 5: Waste Generated in Operations, Category 8: Upstream Leased Assets, Category 9: Downstream Transportation and Distribution, Category 12: End-of-life Treatment
of Sold Products, and Category 15: Investments.
NON-FINANCIAL AND SUSTAINABILITY INFORMATION STATEMENT CONTINUED
For the year ended 31 December 2024
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Judges Scientific plc Annual report and accounts 2024
40
Streamlined Energy and Carbon Reporting (“SECR”)
The information below outlines Judges’ energy usage, associated emissions, energy performance and efficiency actions to drive carbon reductions
within operational control. The information is provided voluntarily as Judges Scientific’s parent company is not required to report under SECR as it is
a low energy user consuming less than 40MWh per annum and each of its subsidiaries do not meet the reporting threshold. The Group will
continue to annually assess whether it falls under SECR’s mandatory requirements. Carbon emissions are categorised as follows:
Scope 1: Consumption and emissions related to direct combustion of natural gas, fuels utilised for transportation operations, other fuels and
refrigerant gases.
Scope 2: Consumption and emissions from indirect emissions, relating to the consumption of purchased electricity in daily business operations.
Table 8: Scope 1 and 2 (UK and global) consumption and emissions reported in kWh, location based (tCO₂e) and market based (tCO₂e/tCO₂).
2024 (kWh)
2023 (kWh)
YoY change
(%) (kWh)
2024
location based
(tCO₂e)
2023
location based
(tCO₂e)
YoY change (%)
location based
(tCO₂e)
2024
market based
(tCO₂e/tCO₂)
2023
market based
(tCO₂e/tCO₂)
Scope 1
1,157,890
806,702
+43.5%
240.8
287.2
-16.2%
240.8
287.2
Scope 2
2,234,372
1,880,446
+18.8%
467.3
412.5
+13.3%
183.1
161.3
Scope 1 emissions reduced by 16% (47 tCO2e) in 2024. This included natural gas emissions decreasing by 11%. Scope 2 emissions increased due to
three companies joining the Group, office moves where there were overlapping months when both locations consumed energy and increased
premises size for one of our businesses.
Table 9 shows emissions by intensity metric (FTE) and will have complete comparisons when next year’s report will include both 2024 and 2025
Scope 3 emissions.
Table 9: Total (UK and global) location-based (tCO2e) emissions and intensity metrics per FTE.
Total emissions (tCO2e)
Total emissions (tCO2e) per FTE
2024
2023
2024
2023
Scope 1 and 2
708
699
0.92
1.02
Scope 3
N/A *
44,515
N/A *
65.27
Total scopes
N/A *
45,214
N/A *
66.30
Advancing energy and carbon efficiency
The Group continues to prioritise energy efficiency in its operations. A total of 16 subsidiaries have adopted LED lighting, with several also
employing motion sensors in areas such as offices and bathrooms. Rolling out LED lighting to all subsidiaries remains a priority and will be
implemented where feasible. Judges’ renewable energy initiatives include adopting green tariffs and installing solar panels at sites such as Quorum
and Oxford Cryosystems, although the Group is generally limited to buildings that it owns. Additionally, this year Henniker switched to a 50%
biogas tariff to optimise the implementation of low carbon energy solutions. These types of measures form part of the broader strategy to improve
energy efficiency across the Group. Across Judges’ limited fleet of owned vehicles, 21% are electric and the Group’s businesses also have a number
of EV charging points at their premises.
Waste and sustainable packaging
Judges is committed to continuously improving sustainable packaging with some materials now containing significant recycled content. The Group
plans to increase the use of recyclable materials in 2025 and reuse incoming packaging wherever possible and intends to create a measurable target
in 2025. Notable progress has been made in ensuring that materials such as cardboard boxes, polyethylene bags, and polyurethane foam
incorporate recycled content. While some non-recyclable materials remain in use, focus remains on adopting more sustainable packaging solutions
and the JSC will support a bottom-up approach with the SMTs to progress this.
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
41
Judges Scientific plc Annual report and accounts 2024
PRINCIPAL RISKS AND UNCERTAINTIES
For the year ended 31 December 2024
POLITICAL TENSIONS
Why is it important?
The tensions between the West and China may well degenerate into an open conflict; China is an important destination for our products and an
open conflict or even a strict sanction regime would affect our sales to China and Taiwan but also profoundly disrupt the stability of industrial
activity worldwide. The threat of tariffs and trade wars is also not positive for a sector which thrives on international trade.
More generally, heightened political tensions may have a detrimental effect on our ability to trade worldwide and divert government funding
priorities away from research.
ACQUISITIONS
Why is it important?
What are we doing to mitigate the risk?
The most significant risk for the Group is that an acquired company does
not meet or maintain its expected profitability. As an important element
of the Group’s business strategy is development through acquisition, the
Group’s growth is also exposed to the risk of insufficient availability of
target companies of requisite quality or available within the disciplined
price range to which the Group adheres. The emergence of competing
acquirers and the aggressive search for returns by private equity funds
may increase competition for acquisition targets.
The Group manages these risks by maintaining relationships with
organisations that market appropriate targets, by performing detailed
research into potential acquisitions and through its honourable behaviour
during and after an acquisition. Post-acquisition, growth in the acquired
businesses is encouraged by the Group’s executive business coaches who
ensure each business has the best leadership available and provide advice
and support to the management teams as appropriate.
ECONOMIC CONDITIONS
Why is it important?
The Group’s customers are internationally located and are often state owned or their liquidity is closely linked to government spending. The
stress in the world economy and in public finances resultant from Covid will affect the Group’s prospects. In the short to medium term,
individual countries are likely to oscillate between austerity and economic stimulation and this will affect research funding worldwide.
Persistent inflation and related higher interest rates may disrupt the stability of the Group’s environment.
PROFIT VOLATILITY
Why is it important?
Whilst the Geotek acquisition has significantly contributed to the Group’s profitability, the potential absence of a coring expedition in a
particular year may affect the Group’s ability to show regularly increasing earnings. This impact is expected to reduce as the Group grows in
uncorrelated business areas.
KEY PERSONNEL
Why is it important?
What are we doing to mitigate the risk?
The Group’s future success is dependent on high quality senior
management and key personnel and, given the nature of the Group’s
business, it is often a challenge to maintain back-up support in respect
of key roles or to replace key staff should they leave our organisation.
Finding quality executives in our sector can be a challenge and it can
sometimes take a long time to replace and/or to prove the suitability
of any new executive.
The Group encourages succession planning wherever possible and
seeks to provide a positive work environment with opportunities for
career growth coupled with appropriate remuneration and, where
appropriate, longer-term rewards.
Managing our risks
STRATEGIC REPORT
Judges Scientific plc Annual report and accounts 2024
42
CURRENCY AND FOREIGN EXCHANGE
Why is it important?
What are we doing to mitigate the risk?
The Group exports the large majority of its products; hence it is
exposed to fluctuations in exchange rates which may impact on its
competitiveness. Rates are affected by macro economic factors such
as the levels of government borrowings due to Covid-19 and the
Ukraine war; should Sterling appreciate this may reduce the Group’s
competitiveness.
The Group seeks, where practicable, to mitigate currency effects for
the financial year via hedging foreign exchange rates. Additional detail
is set out in note 28.
TAXATION AND INTEREST RATES
Why is it important?
What are we doing to mitigate the risk?
Higher rates of UK corporation tax and increased National Insurance
directly impact our net profitability and reduce the level of returns for
our shareholders. Additional Government efforts to control public debt
may further increase this burden.
The stabilisation of interest rates may also be temporary and therefore
the Group seeks to mitigate fluctuations in interest rates through
hedging of external debt (see note 28).
R&D AND PRODUCTS
Why is it important?
What are we doing to mitigate the risk?
The Group continues to invest in the development of new products to
meet the needs of our end customers. There is a risk that our businesses
may be unable to develop suitably commercial and technically reliable
new products with which to maintain and drive revenue performance.
There is also a risk that new developments in science will make certain of
the Group’s products obsolete.
The Group maintains a focus on ensuring there are ongoing R&D
roadmaps for our businesses and that we continue to invest in well
trained and qualified R&D and operations teams to deliver quality,
well-engineered products for our customers.
COMPETITION
Why is it important?
What are we doing to mitigate the risk?
The Group faces competition across its businesses and there can be no
certainty that each business will achieve the market penetration it
seeks. There is also no guarantee that there will be no new competition
or new entrant to the market with better products.
The Group seeks to mitigate this through relevant analysis of market
and scientific developments when considering acquisitions and seeks to
acquire companies in small global niches. Additionally, the Group continues
to listen carefully to its customers’ aspirations for product development
and, where possible, satisfy those product development aspirations.
CYBER SECURITY
Why is it important?
What are we doing to mitigate the risk?
The Group faces the risk of cyber attacks which could compromise the
confidentiality, integrity and availability of IT systems and data. This
could impact our ability to respond and deliver to our customers and
ultimately affect our reputation and financial performance, including
potentially significant financial loss as a result of the effects of ransomware
or breach of the General Data Protection Regulation (“GDPR”).
The Group is partnering with cyber security experts to monitor our
resilience to cyber attacks and also provide early warnings of risks or
attempted intrusions, together with providing our staff with regular
cyber security training.
On behalf of the Board
David Cicurel
Director
2 April 2025
Company registration number: 04597315
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
43
Judges Scientific plc Annual report and accounts 2024
Ralph Elman
Chair
Our Board
Providing a unique combination of international business, investor
and financing experience across public and private markets.
David Cicurel
Chief Executive
Brad Ormsby
Chief Financial
Officer
Ralph Elman is a former Finance
Director of quoted companies
Paramount plc, Delyn plc and
International Communication
& Data plc and Finance Director
of businesses within GUS plc
and RR Donnelley.
Ralph was Senior Partner of
accountancy firm Elman Wall
and is a Non-Executive
Director of a number of
private companies.
He is also Chair of the
Audit Committee.
David Cicurel founded Judges
in 2002 having spent much
of his career as a turnaround
specialist and, subsequently,
as an “active value” investor
operating with his own funds.
He has been responsible for
several corporate recovery
exercises including two UK
public companies, International
Media Communications plc
(later known as Continental
Foods) and International
Communication and Data plc.
Brad has been Chief Financial
Officer at Judges for the past
ten years. He qualified as a
Chartered Accountant at PwC
prior to spending six years at
Eurovestech plc, a technology
venture capital fund, which
included three years as CFO of
Kalibrate Technologies plc (a
Eurovestech portfolio
company), where he led the
company’s IPO onto AIM.
Brad is also Non-Executive
Director at Software Circle plc,
a buy and build software
group, and Non-Executive
Director at Octopus AIM
VCT 2 plc, a Venture Capital
Trust which invests in
AIM-quoted companies.
Dr Tim Prestidge
Group Business
Development Director
Hon. Alexander
Hambro
Outgoing Chair
Tim joined Judges with
significant experience in
leadership and innovation,
gained through 22 years in
senior positions at FTSE 100
and FTSE 250 industrial
businesses. Following the
completion of his PhD, Tim was
appointed as Divisional CEO and
subsequently Executive
Committee Director of Renishaw
plc. Whilst there, he gained
expertise in global markets,
overseeing a sustained period of
strong growth and expansion for
the company. Tim also saw his
division awarded five Queen’s
Awards for Enterprise in the
Innovation category.
Most recently, Tim spent eight
years as Divisional CEO with
Halma plc, where he chaired
portfolios of technology
companies based in the UK,
Europe, the USA, and China,
operating in a diverse range of
scientific and industrial sectors.
Throughout this period, Tim
continued the trend of driving
strong growth and gained
direct experience in
acquisitions and mergers.
Tim holds degrees in
Theoretical Physics from the
University of Edinburgh and
the University of Cambridge.
Alex Hambro has been active
in the small company
investment sector both in the
UK and the USA for some 30
years, during which time he
acted as a principal investor,
manager and sponsor of
private equity and venture
capital management teams.
In addition to his
responsibilities at Judges
Scientific plc, Alex is also Chair
of Cloudified Holdings Ltd and a
Non-Executive Director of
Oberon Investments Group plc,
Octopus Apollo VCT plc, and a
small number of private
companies.
BOARD OF DIRECTORS
N
N
E
E
E
A
R
Board composition
Board tenure
Chair
1
Executive Directors
5
Non-Executive Directors
1
Independent Non-Executive
Directors
3
0–3 years
3
4–7 years
3
8+ years
4
GOVERNANCE REPORT
Judges Scientific plc Annual report and accounts 2024
44
Glynn Reece
Company Secretary
Lushani
Kodituwakku
Non-Executive
Sue Nyman
Non-Executive
Charles Holroyd
Non-Executive
Lushani is the founder and
Managing Director of Luminii
Consulting, a consulting firm
specialising in Strategy,
Commercial Due Diligence
(“CDD”) and Value Creation.
Lushani has over 25 years’
experience in advising
corporates, private equity and
banks on their investments
and growth strategy across the
UK, Europe, and the USA. She
founded Luminii in 2017 after
setting up and heading the
Grant Thornton Strategy and
CDD practice in 2008 and
holding various other senior
roles with KPMG, Frost &
Sullivan, PMSI and Neovian
Partners.
Lushani holds a Bachelor of
Science (“BSc”) in Economics
with first-class honours, and
a Master of Research (“MRes”)
in Management and
Organisational Behaviour.
She is an Independent Director
and is a member of the
Remuneration Committee.
Glynn Reece is a graduate of
Oxford University and a
qualified solicitor. Since 1987,
he has specialised in providing
corporate finance deal
origination and advisory
services, working for (inter
alia) Coopers & Lybrand,
Arthur Andersen and CLB, a
specialist AIM firm.
He is currently a proprietor of
Carl Reiss Meyer, a business
that acts as an arranger of
pre-flotation finance for small,
fast-growing companies.
Ian started his career at
Renishaw plc, before twice
forming part of the leadership
teams of investor-backed SMEs
which were acquired by
corporates (Footfall by
Experian in 2006, and Irisys by
Danaher in 2012). Following
four years with Danaher, Ian
most recently spent eight
years as a member of the
Management Board of Oxford
Instruments plc, leading
significant organic and
inorganic growth and
establishing its Materials
Analysis Division.
Teams led by Ian have won
several awards, including three
Queen’s Awards for Enterprise
in the Innovation category, and
more recently a King’s Award
in the Innovation category.
Ian holds degrees in Chemical
Physics from the University of
Edinburgh, an MBA from the
University of Bath, and
conducted post-doctoral
research in Gerhard Ertl’s
Nobel Prize-winning group at
the Fritz Haber Institut, Berlin.
Ian is also a Non-Executive
Director at Oxford Metrics plc.
Sue is an experienced business
leader and National Director in
the Advisory practice at Grant
Thornton UK LLP, a
professional services firm,
specialising in areas from client
engagement and quality and
risk matters to ethics and
thought leadership. For over 18
years, Sue was Head of Grant
Thornton’s Advisory Quality
and Risk Management team,
a team which she created and
successfully built from one
person to over 20. Previously she
spent many years as a
corporate financier advising
companies both public and
private. Sue’s work saw her
become a member of various
external committees in relation
to public company reporting
and corporate finance technical
issues. She is also the Compliance
Officer for the Public Company
Advisory team at
Grant Thornton.
Sue has significant experience
of being a member of Trust
boards, with particular emphasis
on finance and governance.
Sue is FCA qualified and holds
a Bachelor of Science in
Economics and Economic
History from University
College London.
She is an Independent Director
and is a member of the
Audit Committee and the
Remuneration Committee.
Charles Holroyd has a BSc in
Electrical and Electronics
Engineering from the
University of Bristol and an
MBA from INSEAD. He is a
Chartered Engineer and a
Fellow of the Institution of
Engineering and Technology.
Charles has held senior
management positions within
a number of publicly quoted
companies. Most recently
Charles worked at Oxford
Instruments plc, which he
joined in 1999 and where he
served on the board from 2005
until 2013 and was responsible
for group business
development including M&A
activities.
He is the Senior Independent
Director and is Chair of the
Remuneration Committee.
Dr Ian Wilcock
(appointed 2 September 2024)
Group Commercial
Director
Mark Lavelle
Chief Operating
Officer
Mark Lavelle gained scientific
instrument sales and marketing
experience with PerkinElmer,
and finance experience with
Bank of America in London and
the USA, then moved into
industrial general management.
Before joining Judges as COO
in 2017, Mark spent 15 years at
Halma plc where he was
Managing Director of two
separate businesses (in Medical
Devices and Ion Beam Coating),
ran acquisitions for the group,
and led two divisions (Industrial
Safety and Water Analysis &
UV) comprising a total of 15
companies in the UK, Europe,
the USA and Asia-Pacific. He
also had responsibility for
Innovation at Halma, and
subsequently the group’s Indian
presence. He was also a
pension trustee for 12 years.
Mark is a Chemistry graduate
of the University of Cambridge
and holds an MBA from
INSEAD in France.
Key
E Executive
N Non-Executive
I Independent
A Audit committee
R Remuneration committee
Committee chair
N
N
E
E
N
I
I
I
A
A
R
R
R
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
45
Judges Scientific plc Annual report and accounts 2024
Introduction
I have pleasure in introducing the Corporate Governance Statement.
In accordance with the requirements of being an AIM-listed company
we recognise that the application of sound corporate governance is
essential to the Group’s ongoing success and adopt the principal
provisions of the QCA Corporate Governance Code for Small and
Mid-Size Quoted Companies published in April 2018 (“QCA guidelines”).
This report sets out our approach to Judges’ corporate governance in
accordance with AIM rule 26, also documented in the Investors section
of the Judges website.
During 2023, the QCA published the 2023 QCA Corporate Governance
Code (the “2023 Code”) which will be applicable to companies for
years commencing from 1 April 2024. The Group will adopt the 2023
Code for the year ending 31 December 2025 during which (under
transitionary provisions) additional flexibility is granted to adjust to
changes in the code.
Board composition and succession
The Board is responsible to the shareholders and sets the Group’s
strategy for achieving long-term success. It is also ultimately
responsible for the management, governance, controls, risk
management, direction and performance of the Group.
The year commenced with the Board comprising four Executive
Directors, together with the Non-Executive Chair and four further
Non-Executive Directors, supported by the Company Secretary.
At the start of the year, the Group had three independent Non-Executive
Directors as defined via the QCA guidelines. All other Non-Executive
Directors were not considered independent under the QCA guidelines
by virtue of the duration of their tenure, as they had served more than
nine years from the date of their first election or were previously an
Executive Director of the Company. Nevertheless, the Company
considers that these Non-Executive Directors act independently of the
Executive management, police adherence to the Group’s enduring buy
and build strategy, and act as guardians to the Group’s culture, which
continues to provide shareholders with long-term market-beating
performance. They further deliver value via their long association with
the Company, enabling retention of an appropriate corporate memory,
which together with their deep understanding of the Group’s business
model, ensures they appropriately challenge the Executive Directors.
The structure and composition of the Board has been refreshed over
the recent past; however, wholesale change for the purpose of adopting
perceived best practice is not considered beneficial over the long term
for our shareholders.
Notwithstanding this, the Group continues its process of refreshing the
Board’s composition, appointing additional talent to the Group’s
management team and ensuring that there is a suitable balance
CORPORATE GOVERNANCE STATEMENT
For the year ended 31 December 2024
www.judges.uk.com/governance
In accordance with the requirements of being
AIM quoted we recognise that the application of
sound corporate governance is essential in the
Group’s ongoing success.”
Ralph Elman
Chair
GOVERNANCE REPORT
Judges Scientific plc Annual report and accounts 2024
46
between newer Non-Executive Directors and those that retain the
strongest understanding of the Group’s culture and history, together
with creating a more gender diverse Board.
During 2024 the Group appointed Dr Ian Wilcock as an Executive Director,
further strengthening and broadening the strength of the management
team. Ian’s previous experience at Oxford Instruments plc and Danaher
Corporation makes him an excellent addition to the team.
Additionally, one of the Group’s founding Non-Executive Directors and
Chair, Alex Hambro, notified the Board of his intention to retire as Chair
at 31 December 2024 and retire from the Board at the conclusion of
the Group’s AGM in May 2025. Ralph Elman has been appointed as
Chair from 1 January 2025 which maintains a strong corporate memory
in the role of Chair.
At the end of the year, the Board comprised five Executive
Directors, together with the Non-Executive Chair and four further
Non-Executive Directors, three of whom are considered independent
under the QCA guidelines.
Board operation
The Board is responsible for the Company’s strategy and for its overall
management. The operation of the Board is documented in a formal
schedule of matters reserved for its approval, which is reviewed
annually. These include (although not exhaustively) matters relating to:
e the Group’s strategic aims and objectives;
e the approval of significant acquisitions and expenditure;
e financial reporting, financial controls and dividend policy;
e the approval of the Group’s annual budget;
e the structure, capital and financing of the Group;
e internal control, risk and the Group’s risk appetite;
e effective communication with shareholders; and
e any changes to Board membership or structure.
Board decision making
The Board has a schedule of matters covering business, financial and
operational matters ensuring that all areas of Board responsibility are
addressed throughout the year. The Chair, supported by the Company
Secretary, is responsible for ensuring the Directors receive accurate and
timely information. The Company Secretary compiles the Board papers
which are circulated to Directors in advance of meetings. The Company
Secretary prepares and provides minutes of each meeting and every
Director is aware of the right to formally minute any concerns.
Board meetings
The Board meets monthly (except in August) in addition to any ad hoc
Board meetings that may be required during the year. Non-Executive
Directors communicate directly with Executive Directors between
formal Board meetings as necessary.
Directors are expected to attend all meetings of the Board, and the
Committees on which they sit, and to devote sufficient time to the
Company’s affairs to enable them to fulfil their duties as Directors. In
the event that Directors are unable to attend a meeting in person they
will endeavour to attend via phone, Microsoft Teams or similar
arrangement. In a normal year, Board meetings are held either at the
Group’s head office or rotated around the Group’s operating companies
so that the Board is able to visit each business and discuss with local
management. During 2024 the Board was able to hold 11 meetings in
person, of which 7 were held at our subsidiaries, including Thermal
Hazard Technology, EWB Solutions, CoolLED, Quorum, PE.fiberoptics,
Fire Testing Technology and Henniker Scientific.
When Directors cannot attend, their comments on papers to be
considered at the meeting will be discussed in advance with the Chair
so that their contribution can be included in the wider Board discussion.
The Directors’ attendance record at Board and Committee meetings
during the year is disclosed in the table below:
Board
Audit
Remuneration
Hon. AR Hambro
11/11
—
—
DE Cicurel
11/11
—
—
BL Ormsby
11/11
—
—
MS Lavelle
11/11
—
—
T Prestidge
11/11
—
—
I Wilcock (appointed
2 September 2024)
4/4
—
—
CJA Holroyd
11/11
5/5
5/5
LD Kodituwakku
11/11
—
5/5
RJ Elman
11/11
5/5
5/5
SA Nyman
11/11
5/5
2/2
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
47
Judges Scientific plc Annual report and accounts 2024
CORPORATE GOVERNANCE STATEMENT CONTINUED
For the year ended 31 December 2024
Board Committees
The Board has delegated specific responsibilities to the Audit and
Remuneration Committees, details of which are set out below. As the
Board is small, there is no separate nominations committee and any
consideration of recommendations for appointments to the Board is
considered by a specific committee of Directors set up at that time. As
part of the recruitment of Ian Wilcock, a committee of three Directors
was set up to oversee the recruitment process, and his remuneration
package was separately approved by the Remuneration Committee.
Each Committee has written terms of reference setting out its duties,
authority and reporting responsibilities. Copies of all the Committee
terms of reference are available on the Company’s website (www.
judges.uk.com) or on request from the Company Secretary. The terms
of reference of each Committee are kept under continuous review to
ensure they remain appropriate to the Group. Each Committee is
comprised of three of the Non-Executive Directors of the Company.
The Company Secretary is the secretary of each Committee.
Following the 2023 Code’s publication, a Nomination Committee will
be established in the second half of 2025 to align the Group with this
part of the 2023 Code, and to support its ongoing process of refreshing
the Board’s composition.
Audit Committee
During 2024, the Audit Committee was chaired by Ralph Elman with
the other members being Sue Nyman and Charles Holroyd. The Audit
Committee has primary responsibility for monitoring the quality of
internal controls and ensuring that the financial performance of the
Group is properly measured and reported on. It receives and reviews
information and reports from the Group’s management, internal audit
function and Auditor relating to the annual financial statements and
the accounting and internal control systems in use throughout the
Group. It also advises the Board on the appointment of the Auditor,
reviews their fees and discusses the nature, scope and results of the
audit with the Auditor. The Audit Committee meets at least twice a
year and has unrestricted access to the Group’s Auditor. The Executive
Directors and the Chair attend the Committee meetings by invitation
as required.
The Audit Committee Report on pages 50 and 51 contains more
detailed information on the Committee’s role.
Remuneration Committee
During 2024, the Remuneration Committee was chaired by Charles
Holroyd, the Senior Independent Non-Executive Director. The other
members of this Committee were Ralph Elman and Lushani
Kodituwakku. Ralph Elman stepped down from this committee at 31
December 2024 and was replaced by Sue Nyman who attended the
final two committee meetings of 2024 to ensure a smooth handover.
The Remuneration Committee reviews the performance of the
Executive Directors and makes recommendations to the Board on
matters relating to their remuneration and terms of employment as
well as making recommendations for the remuneration of incoming
Executive Directors, as was the case with the 2024 appointment of Ian
Wilcock. The Remuneration Committee also makes recommendations
to the Board on proposals for the granting of share options and other
equity incentives pursuant to any share option scheme or equity
incentive scheme in operation from time to time. The remuneration and
terms and conditions of appointment of the Non-Executive Directors of
the Company are set by the Board. The Chief Executive and Chief
Financial Officer may be invited to attend for some parts of the
Committee meetings where their input is required although they do
not take part in any discussion on their own benefits and remuneration.
The Remuneration Committee meets at least once per year.
The Remuneration Committee Report on pages 52 to 55 contains more
detailed information on the Committee’s role and the Directors’
remuneration and fees.
Board effectiveness
Biographies of the Board on pages 44 and 45 set out the skills,
knowledge and experience of the Board. This mix of capabilities enables
them to constructively challenge strategy and review performance. All
Directors undertake ongoing training sessions to ensure they retain
relevant skills to execute their roles.
Induction of new Directors
New Directors undergo a programme tailored to the existing
knowledge and experience of the Director concerned which ensures
they develop the requisite knowledge about the Group such that they
can contribute fully from an early stage. Ian Wilcock received a
personalised induction to suit the nature of his role, which also included
visiting and meeting the vast majority of the Group’s UK based
businesses.
Time commitments
All Directors are aware of the time required to fulfil the role prior to
appointment and have confirmed their ability to meet the required
commitment prior to appointment. This requirement is also included in
their letters of appointment or service contract. The Board is satisfied
that the Chair and each of the Non-Executive Directors is able to
devote sufficient time to the Group.
Development
The Company Secretary ensures that all Directors are made aware of
changes in relevant legislation and regulations, with the assistance of
the Company’s advisors where appropriate. Executive Directors are
subject to the Company’s performance development review process
and will obtain additional professional training as appropriate.
External appointments
In the appropriate circumstances, the Board may authorise Executive
Directors to take Non-Executive positions in other companies and
organisations, provided the time commitment does not impact upon
the Director’s ability to perform their role, since such appointments
should widen their experience. The Chair will approve any such
appointment. Approval was provided to both Ian Wilcock and Brad
Ormsby for their external roles this year.
Conflicts of interest
Under the Companies Act 2006, a Director must avoid a situation
where a direct or indirect conflict of interest may occur and procedures
are in place to manage any circumstance where a conflict may be
perceived. The Company’s Articles of Association prevent Directors
from voting on issues where they have, or may have, a conflict of
interest, other than in exceptional and specific circumstances.
Independent professional advice
Directors have access to independent professional advice at the
Company’s expense. In addition, they have access to the advice and
services of the Company Secretary who is responsible to the Board for
advice on corporate governance matters.
Directors’ and Officers’ liability insurance
The Company has obtained Directors’ and Officers’ liability insurance
during the year as permitted by the Company’s articles.
Election and re-election of Directors
Ian Wilcock, who was appointed by the Board on 2 September 2024,
will offer himself for election at the Annual General Meeting. All
continuing Directors are offered up for re-election annually, in
accordance with corporate governance best practice.
GOVERNANCE REPORT
Judges Scientific plc Annual report and accounts 2024
48
Performance evaluation
The Chair discusses with each of the Non-Executive Directors their
ongoing effectiveness. He is also responsible for the Executive
composition of the Board. The Chief Executive assesses each Executive
Director and provides informal feedback on their performance on a
timely basis. Additionally, all Directors have completed a Board
evaluation to assess the effectiveness of the performance of the Board.
Internal controls
The Board has ultimate responsibility for the Group’s system of internal
control and for reviewing its effectiveness. However, any such system
of internal control can provide only reasonable, but not absolute,
assurance against material misstatement or loss. The Board considers
that the internal controls in place are appropriate for the size,
complexity and risk profile of the Group.
The principal components of the Group’s internal control system include:
e overview of the day-to-day activities of the Group by the
Executive Directors;
e comprehensive review by the Board of all proposed acquisitions;
e a comprehensive annual budgeting process which is approved
by the Board;
e a decentralised organisational structure with defined levels of
responsibility for all trading subsidiaries, to encourage principled
entrepreneurial behaviour whilst minimising risks;
e rotational visits by the Board to the trading subsidiaries;
e detailed monthly reporting of performance against budget and forecast;
e central control over key areas such as cash/banking facilities; capital
expenditure and cyber security; and
e an internal audit function which, on a rotational basis, reviews each
of the Group’s trading subsidiaries and seeks to ensure consistent
application of the Group’s policies.
The Group continues to assess and develop its internal control system
to ensure compliance with best practice for a Group of its size.
Relations with shareholders
The Group maintains communication with institutional shareholders
through individual meetings with Executive Directors, particularly
following publication of the Group’s interim and full year results. For
overseas shareholders, the Group also holds a twice yearly roadshow to
meet US investors and visits Scandinavian investors annually. The Group’s
results presentations are recorded on video in a live webinar which all
shareholders are welcome to attend, and these are subsequently made
available on the Judges website. Additionally, the Group operates site
visits where a group of significant shareholders/potential shareholders
are shown around a number of the Group’s subsidiaries to view their
operations and meet with the local management.
The Group also holds its Annual General Meeting in-person and all
shareholders are again encouraged to attend the upcoming Annual
General Meeting which is due to be held on 22 May 2025 (full details in
the Directors’ Report on page 57). This is the main opportunity for all
shareholders to meet with all the Executive and Non-Executive
Directors and where the Group’s activities are considered and questions
are both welcomed and answered.
General information about the Group is also available on the Group’s
website (www.judges.uk.com). This includes a Group overview, detailed
information about our trading businesses (including short videos
introduced by subsidiary Managing Directors), details of all recent
Group announcements and other relevant investor information.
Whistleblowing
The Group has had a whistleblowing policy in place for many years
which sets out the formal process by which any employee of the Group
may, in confidence, raise concerns about possible improprieties in
financial reporting or other matters, via a whistleblowing hotline.
Whistleblowing is a standing item on the Board’s agenda with updates
provided at each meeting. During 2024 no matters were raised via the
hotline (2023: none).
Ralph Elman
Chair
2 April 2025
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
49
Judges Scientific plc Annual report and accounts 2024
Composition of the Audit Committee
Throughout the year, the Audit Committee consisted of myself (as Chair),
Sue Nyman and Charles Holroyd. The Group’s Executive and other
Non-Executive Directors may be invited to attend Committee meetings.
As part of the succession planning for the Audit Committee’s
leadership, Sue Nyman has been identified as designate chair, and
this transition will occur during the next two years. This timeline will
ensure she has gained sufficient experience and corporate memory
prior to this transition.
During the year, the Audit Committee met five times, to undertake our
responsibilities as set out below and, in particular, review the audit and
interim findings, approve the audit plan of the Group’s auditor, approve
an internal audit approach for 2025 and consider internal audit findings
together with risk management and internal controls. The Board is
satisfied that I, as Chair of the Audit Committee, have recent and relevant
financial experience. I am a Chartered Accountant; I have served as
Finance Director in a number of quoted companies and as Non-Executive
Director of a number of other companies. Sue Nyman also has recent and
relevant financial experience having worked at Grant Thornton throughout
her career, has led the firm’s Advisory Quality & Risk Management team
and also holds a number of governance roles and trusteeships. Glynn
Reece acts as Secretary to the Audit Committee. I report the Audit
Committee’s deliberations at the following Board meeting and the
minutes of each meeting are circulated to all members of the Board.
Responsibilities
The main duties of the Audit Committee are set out in its Terms
of Reference, which are available on the Company’s website
(www.judges.uk.com) and are available on request from the
Company Secretary.
The Audit Committee’s main duties are to:
e ensure the integrity of the financial statements (including annual
and interim accounts and results announcements);
e review significant financial reporting judgements and the
application of accounting policies thereon;
e review the assessment of going concern;
e ensure the Annual Report and Accounts are fair, balanced and
understandable and recommend their approval to the Board;
e review the Group’s annual budget and recommend its approval
to the Board;
e manage the relationship with the Group’s external Auditor and
review their suitability and independence;
AUDIT COMMITTEE REPORT
For the year ended 31 December 2024
www.judges.uk.com/governance
On behalf of the Board, I am pleased to present
the Audit Committee Report for the year ended
31 December 2024.”
Ralph Elman
Audit Committee Chair
GOVERNANCE REPORT
Judges Scientific plc Annual report and accounts 2024
50
e negotiate and approve the external Auditor’s fee, the scope of
their audit and terms of engagement;
e advise on the appointment of the external Auditor and to review
and monitor the extent of the non-audit services undertaken by
the Group’s external Auditor;
e review the risk management (including climate-related risk)
and internal control systems; and
e assess the approach of the internal audit function and review
its reporting to the Audit Committee.
Role of the external Auditor
The Audit Committee monitors the relationship with the external
Auditor to ensure that auditor independence and objectivity are
maintained. The Group adopts a policy to restrict work of the Auditor
to audit or audit-related services only. No non-audit fees were charged
to the Group by BDO LLP. An analysis of fees charged by BDO LLP is
disclosed in note 8 to the Group’s financial statements.
No material issues impacting upon the Auditor’s independence were
observed or brought to the Audit Committee’s attention.
Audit process
The external Auditor prepares an audit plan for its review of the full
year financial statements. The audit plan sets out the scope of the
audit, specific areas of risk to target and the audit timetable. This plan is
reviewed and agreed in advance by the Audit Committee. Following its
review, the Auditor presents their findings to the Audit Committee for
discussion. No matters of significant concern relating to either the
Group’s internal controls or accounting practices were highlighted by
the Auditor during the year; however, possible areas of significant risk
and other matters of audit relevance are regularly communicated.
Internal audit
The scope of the internal audit work performed by the Group’s internal
audit function in 2024 was determined following feedback from the
2023 audit, and also via a selection of subsidiary undertakings chosen
on a rotational basis.
The Audit Committee has continued to apply an agreed approach that
every one of the Group’s trading subsidiaries should receive an internal
audit review at least once every four years, with each new material
subsidiary receiving an internal audit within twelve months of joining
the Judges Scientific Group.
The scope of the internal audit work in 2024 focused on specific
reviews at seven (2023: six) of the Group’s entities – Deben, Oxford
Cryosystems, Moorfield Nanotechnology, CoolLED, Henniker Scientific
(2023 acquisition), Bossa Nova Vision (2023 acquisition) and Korvus
Technology (2023: Geotek, Armfield, GDS, Thermal Hazard Technology,
EWB Solutions and the parent company) – together with follow up
visits to assess progress in relation to findings from the prior year’s
internal audits at the six (2023: five) undertakings. No material issues
for the Group were noted during any of the internal audit visits. At this
stage, it is planned that at least seven internal audits will take place in
2025 in addition to follow up visits to assess progress in relation to
findings from internal audits undertaken in 2024.
The Audit Committee considers that management is generally able
to derive assurance as to the adequacy and effectiveness of internal
controls and risk management procedures but that the internal audit
work performed provides additional assurance.
Risk management and internal controls
As described in the Corporate Governance Statement on pages 46
to 49, the Group has established a framework of risk management
and internal control systems and procedures. The Audit Committee
is responsible for reviewing the risk management and internal control
framework and ensuring that it operates effectively. The Audit
Committee has initiated a review procedure to be satisfied that the
appropriate internal controls are in place. Comfort on the effective
operation of the Group’s internal control systems has been obtained
via feedback from internal and external audits and through
assessment of Group and subsidiary risk matrices and annual
confirmation certifications from each of the Group’s trading
subsidiaries and the parent company.
Ralph Elman
Audit Committee Chair
2 April 2025
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
51
Judges Scientific plc Annual report and accounts 2024
Composition of the Remuneration Committee
The Remuneration Committee consisted of myself (as Remuneration
Committee Chair), Lushani Kodituwakku and Ralph Elman.
At 31 December 2024, Ralph Elman stepped down from the
Remuneration Committee and was replaced by Sue Nyman, who
attended the final two Remuneration Committee meetings of 2024 to
ensure a smooth handover. The Remuneration Committee’s composition
was in accordance with the QCA guidelines throughout the year and,
for 2025, all three members will be deemed independent under the
QCA guidelines. The Chief Executive and Chief Financial Officer may be
invited to attend Remuneration Committee meetings or provide
supporting information to the Remuneration Committee if required.
Executive Director remuneration policy
The remuneration arrangements are designed to align the interests of
the Executive Directors with shareholders over the short and longer
term. The Remuneration Committee keeps aware of recent developments
in corporate governance and good practice in Executive remuneration
and ensures that it is able to benchmark Executive remuneration
against similar sized AIM and FTSE-quoted businesses, in order to
attract, motivate and retain high quality individuals who will, over time,
contribute to the continuing success of the Group. No external remuneration
consultants have been engaged to support the Remuneration
Committee’s deliberations; instead the Remuneration Committee has
utilised publicly available remuneration benchmarking to assist its
decision-making.
To achieve our goal of alignment between shareholders and the
Executive Directors, the Group provides competitive pay, split between
fixed and performance-related elements. Overall remuneration is
reviewed annually, and the key elements are explained below:
Base salary
This is set to reasonably reflect the market value of the role and the
individual’s performance and contribution to the Group. Base salary is
usually reviewed annually with any changes applied from 1 January.
Pension and other benefits
The Group provides a matching contribution of up to 5% of base salary,
consistent with that offered to employees within the Group. Furthermore,
the Group may provide additional market-competitive benefits such as
private healthcare, car allowance and life assurance.
Annual bonus
Executive Directors are able to earn up to 50% of their base salary as a
bonus, which more closely aligns this incentive with other similar
companies. Half of the annual bonus is based upon the achievement of
the annual earnings per share target set within the annual budget and
the other half is attainable through meeting a combination of certain
individual performance related objectives and ESG related objectives.
REMUNERATION COMMITTEE REPORT
For the year ended 31 December 2024
www.judges.uk.com/governance
On behalf of the Board, I am pleased to present the 2024 Remuneration Committee
Report, which sets out the Directors’ remuneration policy and their remuneration for
the year. As an AIM-quoted company, Judges has no statutory requirement to
produce a remuneration report; however, the Remuneration Committee considers that
providing a report is good practice, transparent and beneficial for shareholders,
although not every best practice disclosure has been produced.”
Charles Holroyd
Remuneration Committee Chair
GOVERNANCE REPORT
Judges Scientific plc Annual report and accounts 2024
52
The Judges Scientific policy includes a preclusion to earning the bonus
element relating to the annual earnings per share target if earnings per
share is below a historical high watermark. It further includes a provision
that no element of bonus relating to individual objectives will be paid if
the annual earnings per share target is not achieved.
Share options
Share options are issued to incoming Executive Directors and/or in the
course of their employment in order to drive sustained long-term
performance supporting the creation of shareholder value. Share options
are issued at market value and vest over a period of three years. All share
option awards to Executive Directors have a minimum performance
condition typically of 5% compound annual growth of earnings per share
over the three-year vesting period in order for them to be exercisable,
with the Executive Directors being able to ‘bank’ one-third of the award
each year subject to meeting this annual requirement. The minimum
target has been reduced in 2024 to reflect the impact of the increase in
UK corporate tax rate from 19% to 25% on earnings per share.
Malus and clawback
The Remuneration Committee has agreed to the future introduction of
malus and clawback clauses to provide the Group with the ability to
claim back incentives paid, in hindsight, erroneously. The Remuneration
Committee expects to finalise their scope, with the support of external
legal advice during 2025 such that these clauses will be in place for the
year commencing 1 January 2026.
Non-Executive Director fee policy
Fees are set such that the Chair and Non-Executive Directors receive a
base fee for their respective roles designed to be comparable to similar
AIM-quoted companies. Further fees are payable for additional services
such as chairing any of the Board’s Committees.
Fees payable to the Chair and Non-Executive Directors are fixed and
determined by the Board and are reviewed at least every three years.
Non-Executive Directors also have long-standing agreements in place
which, should they introduce an acquisition to the Company, would
result in the payment of a one percent introduction fee, a rate that is
well below market rate for acquisition deal brokers. For good
governance purposes and to ensure independence of process, any
Non-Executive Director that introduces a potential acquisition to the
Company is required to recuse themselves from any decision-making
activities in relation to that acquisition.
Key Committee activities in 2024
The Remuneration Committee operates under the Group’s agreed
Terms of Reference and determines the Group’s remuneration policy
in respect of the terms of employment of Executive Directors and their
remuneration packages.
During the year the Remuneration Committee held five meetings
for regular business. Its main activities were:
e determining the level of achievement in relation to the 2024
Executive Director annual bonus arrangements;
e review and approval of the remuneration arrangements for
Ian Wilcock upon his appointment in September 2024;
e benchmarking of and review of Executive Director remuneration
arrangements for 2025;
e review of the short-term annual bonus arrangements for
Executive Directors;
e review of the longer-term incentive arrangements for Executive
Directors and award of share options, inclusive of appropriate
performance conditions;
e determining the performance targets for the 2025 Executive
Director annual bonus arrangements; and
e review of developments in corporate governance and best practice.
Service contracts
Executive Directors
The Executive Directors are all employed on service contracts. These
are not of a fixed duration and are terminable by either party giving
12 months’ written notice.
Executive Director
Date of service contract
David Cicurel
4 December 2002
Brad Ormsby
3 March 2015
Mark Lavelle
15 November 2017
Tim Prestidge
1 February 2023
Ian Wilcock
2 September 2024
Non-Executive Directors
The Non-Executive Directors signed letters of appointment with the
Company upon appointment for the provision of Non-Executive
Directors’ services, terminable by three months’ written notice given
by either party.
Non-Executive Director
Appointment date
Alex Hambro (retiring 21 May 2025)
4 December 2002
Ralph Elman
4 December 2002
Charles Holroyd
1 June 2018
Lushani Kodituwakku
23 September 2020
Sue Nyman
21 November 2023
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
53
Judges Scientific plc Annual report and accounts 2024
REMUNERATION COMMITTEE REPORT CONTINUED
For the year ended 31 December 2024
Directors’ remuneration
The remuneration paid to or receivable by each person who served as a Director during the year was as follows:
Salary/fees
£000
Bonus
£000
Pension
£000
Benefits
£000
2024 total
£000
Salary/fees
£000
Bonus
£000
Pension
£000
Benefits
£000
2023 total
£000
Non-Executive Directors
Alex Hambro
50
—
—
—
50
50
—
—
—
50
Charles Holroyd
40
—
—
—
40
40
—
—
—
40
Ralph Elman
40
—
—
—
40
40
—
—
—
40
Lushani Kodituwakku
35
—
—
—
35
35
—
—
—
35
Sue Nyman (appointed
21 November 2023)
35
—
—
—
35
4
—
—
—
4
Ralph Cohen (retired
31 December 2023)
—
—
—
—
—
35
—
—
—
35
Executive Directors
David Cicurel
264
13
—
7
284
251
80
—
25
356
Brad Ormsby
253
14
—
15
282
218
70
5
8
301
Mark Lavelle
273
14
—
25
312
257
129
—
24
410
Tim Prestidge (appointed
1 February 2023)
317
16
—
36
369
279
137
10
29
455
Ian Wilcock (appointed
2 September 2024)
90
5
—
6
101
—
—
—
—
—
Total
1,397
62
—
89
1,548
1,209
416
15
86
1,726
The 2024 annual bonus percentages achieved for each Director (out of a maximum 50%) were as follows: DE Cicurel 5%; BL Ormsby 5%; MS
Lavelle 5%; T Prestidge 5%; I Wilcock 5% (2023: DE Cicurel 32%; BL Ormsby 32%; MS Lavelle 50%; T Prestidge 50%). Due to the disappointing
financial performance in 2024, only the element relating to the ESG objective was met (I Wilcock receives a pro-rata share).
During 2024 one Director exercised options over the Ordinary shares of the Company with a gain of £949,000 (2023: no Director).
Implementation of remuneration policy for 2025
Base salary
During the year, the Committee reviewed the base salary of the Executive
Directors and considered individual performance, experience and
comparable market rates and also the average salary increases across
Judges. During the year, the Committee approved completion of a
two-stage benchmarking alignment for Brad Ormsby which had
commenced in 2023. The Committee also approved a 2% inflationary
increase for 2025 for all Executive Directors. The base salaries for 2025
are therefore as follows:
2025
£000
2024
£000
DE Cicurel
269
264
BL Ormsby
275
245
MS Lavelle
276
271
T Prestidge
323
317
I Wilcock
275
—
Pension and other benefits
Brad Ormsby, Tim Prestidge, Mark Lavelle and Ian Wilcock receive 5%
of their base salary paid in lieu of contributions into a pension scheme.
Tim Prestidge receives an annual car allowance of £16,000 and Ian
Wilcock receives an annual car allowance of £14,000.
Annual bonus
The annual bonus for the Executive Directors is set at up to 50% of
base salary. The bonus is split into three elements and may be earned
as follows:
Bonus element
% of maximum
potential bonus
Achievement of annual earnings per share targets set
within the annual budget
50%
Achievement of individual performance objectives
40%
ESG related objectives/targets
10%
The 2025 individual performance objectives for the Executive Directors
are, for David Cicurel and Brad Ormsby growth of Adjusted Earnings per
share above the Group budget, for Tim Prestidge and Ian Wilcock,
growth in EBITA above a baseline for the subsidiary businesses they
oversee and for Mark Lavelle a combination of the two aforementioned
targets. The ESG related objectives relate to meeting the Group’s initial
targets as set out in the Sustainability Report.
Share options
As part of the Remuneration Committee’s review of longer-term
incentives, the Remuneration Committee approved the issue of share
options to Ian Wilcock upon his appointment as an Executive Director,
annual share option issues to the Executive Directors and also the
additional options for Tim Prestidge, subject to the Group’s
performance as disclosed in the Directors’ interests table on the next
page. Options issued for 2025 were announced in January 2025 as
noted in the Post Balance Sheet Events section of this report.
Chair and Non-Executive fees
The Chair and Non-Executive Directors’ fees were updated as of 1
January 2023 and fixed for three years as follows:
£000
Chair base fee
50
Non-Executive Director base fee
35
Fee for chairing Audit or Remuneration Committee*
5
* The Board approved, as at 1 January 2025, an increase in the fee for chairing a
committee from £5,000 to £10,000 due to the increasing time commitment
required of the role.
Chief Executive remuneration level
The pay ratio regulations for large UK listed companies came into force
in 2019. Whilst we, as an AIM-quoted group, are not required to adhere
to these regulations, the Remuneration Committee considers it
valuable to provide additional disclosure to enable comparison of the
Chief Executive’s total remuneration for 2024.
GOVERNANCE REPORT
Judges Scientific plc Annual report and accounts 2024
54
2024
£000
2023
£000
Chief Executive total remuneration
284
356
Upper quartile UK employee total remuneration
51
49
Median UK employee total remuneration
37
36
Lower quartile UK employee total remuneration
30
29
Directors’ interests
At 31 December 2024, the Directors had the following beneficial interests in the Company’s Ordinary shares of 5p each and options to subscribe for shares:
Ordinary shares of the Company
31 December 2024
1 January 2024
Shares
Options
Shares
Options
Non-Executive Directors
Hon. AR Hambro
41,319
—
46,414
—
RJ Elman
37,247
—
62,991
—
LD Kodituwakku
325
—
325
—
SA Nyman (appointed 21 November 2023)
—
—
—
—
CJA Holroyd
7,223
—
7,223
—
Executive Directors
DE Cicurel*
611,349
37,400
711,325
33,000
BL Ormsby
4,564
8,900
3,930
25,500
MS Lavelle
1,436
89,900
1,258
85,500
T Prestidge (appointed 1 February 2023)
39
60,000
16
60,000
I Wilcock (appointed 2 September 2024)
—
30,000
—
—
* Includes non-beneficial interest in the 67,000 shares held by Shoftim Charitable Trust (2023: 63,000 shares).
Dividends paid in the year to Directors who hold shares amounted to £0.8m in aggregate (2023: £0.8m).
In 2024, the Group continued to award a free “matching share” under the Judges Scientific Share Incentive Plan for every share purchased. The
match was increased up to a maximum value of £900 per employee per tax year for all eligible employees. Shares acquired by Directors under this
plan, including matching shares, were 24 shares acquired by David Cicurel (2023: 23 shares), 25 shares by Brad Ormsby (2023: 24 shares), 24 shares
by Mark Lavelle (2023: 23 shares) and 23 shares by Tim Prestidge (2023: 16 shares).
Options over Ordinary shares in the Company
Date of option issue
Performance condition
D Cicurel
M Lavelle
B Ormsby
T Prestidge
I Wilcock
2015 Option Scheme
21 October 2015 at 1402.5p
—
7,500
—
—
—
—
23 November 2017 at 1935.0p
—
—
60,000
—
—
—
3 November 2020 at 5200.0p
6%
1,000
1,000
—
—
—
8 January 2021 at 6580.0p
10%
20,000
20,000
—
—
—
20 January 2023 at 8000.0p
6%
4,500
4,500
4,500
—
—
30 March 2023 at 8560.0p
10%
—
—
—
60,000
—
23 January 2024 at 9500.0p
5%
4,400
4,400
4,400
—
—
19 September 2024 at 9830.0p
5%
—
—
—
—
30,000
37,400
89,900
8,900
60,000
30,000
* Share options are now issued with a performance condition of a percentage compound growth in Adjusted Earnings Per Share.
Post-balance sheet events
On 23 January 2025 David Cicurel, Brad Ormsby and Mark Lavelle were each awarded by the Remuneration Committee 5,500 options at an exercise
price of 7690p. Tim Prestidge was also awarded an additional 60,000 share options as his original share options from the time of his appointment,
which were granted on 30 March 2023, were issued with a 10% compound growth condition, prior to the enactment of the increase in UK corporation
tax from 19% to 25%. In this context, the Remuneration Committee considers such performance condition to be overly ambitious for the vesting period.
Vesting of the aforementioned options after three years is subject to the achievement of 5% compound growth in Adjusted earnings per share over
the vesting period.
Charles Holroyd
Remuneration Committee Chair
2 April 2025
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
55
Judges Scientific plc Annual report and accounts 2024
DIRECTORS’ REPORT
For the year ended 31 December 2024
The Directors present their report and audited
consolidated financial statements for the
year ended 31 December 2024. Comparative
information is provided for the year ended
31 December 2023.
Results and dividends
The results for the financial year to 31 December 2024 are set out in the
Consolidated Statement of Comprehensive Income. The Company paid
an interim dividend of 29.7p per Ordinary share on 8 November 2024
(2023 interim dividend: 27.0p). At the forthcoming Annual General
Meeting, the Directors will recommend payment of a final dividend for
the year of 74.8p (2023 final dividend: 68.0p) per Ordinary share to be
paid on Friday 11 July 2025 to shareholders on the register on Friday 13
June 2025. The shares will go ex-dividend on Thursday 12 June 2025.
The total dividend proposed for the 2024 financial year will aggregate
to 104.5p, an increase of 10.0% (2023: 95.0p).
Going concern
The consolidated financial statements have been prepared on a going
concern basis. The Directors have taken note of guidance issued by the
Financial Reporting Council on Going Concern Assessments in determining
that this is the appropriate basis of preparation of the financial
statements. In delivering its buy and build strategy, and having acquired
Luciol Instruments, Rockwash Geodata and Magsputter (Teer Coatings)
for a combined increase to Adjusted net debt of £18.7m during 2024
(see note 29), the Group ended the year with Adjusted net debt of
£51.7m compared to £45.1m at 31 December 2023. The Group uses
Adjusted net debt rather than statutory net debt for this comparison,
as this figure includes future acquisition-related liabilities. The higher
net debt figure reflects the aforementioned acquisition activity,
payments of dividends to our shareholders (£6.5m), settlement of our
fair share of tax arising on profits (£5.5m) and ongoing investment into
normal capital expenditure together with property improvements for
our trading businesses (£5.0m) and was partially offset by strong
overall cash generation from the Group’s operating businesses.
The Directors have considered the potential ongoing impact of heightened
political tensions globally, and of continuing higher levels of interest
rates and inflation, and a summary of the implications is included in the
Strategic Report. The Group is in a strong financial position with high
cash balances, moderate leverage, reasonable order intake and a solid
future order book enabling it to navigate the continued uncertain
global economic environment. The Directors have planned for reasonably
foreseeable worsening scenarios including a repetition of the same 13%
reduction in annual orders in 2025 as happened after the first outbreak
of Covid-19 in 2020, which would not cause any significant challenges
to the Group’s continued existence.
The Directors, therefore, have a reasonable expectation that the Group has
adequate resources to continue in operational existence for the foreseeable
future. In making this assessment the Directors have considered the
period until the end of June 2026 and, therefore, continue to adopt the
going concern basis in preparing the Annual Report and Accounts.
Future developments
The Group will continue to execute its long-standing business model in
the same manner it has done every year, including acquiring sustainably
profitable businesses, supporting them to continue to deliver profitable
results and encouraging investment in their range of products to
stimulate future growth.
Research and development
The Group spent £8.4m in 2024 (2023: £6.8m) on a mixture of
development of new products, amendments to existing products and
other routine activities such as updating products due to obsolescence
of parts or faults. During the year £1.4m of this expenditure was
capitalised (2023: £1.2m) with amortisation of £0.9m (2023: £0.4m).
Engagement with stakeholders
The Group engages with all its stakeholders as disclosed in the Section
172 Statement on page 23. The Group’s payment policy is to agree terms
and conditions with suppliers in advance and to pay agreed invoices in
accordance with the agreed terms of payment. Creditor days of the
Company at the end of the year represented 28 days (2023: 21 days).
Significant shareholders
The following are beneficial interests of 3% or more of the Company’s
issued Ordinary share capital, the only class of voting capital, of which
the Directors have been notified at 17 March 2025:
No. of
shares
held
% of total
share
capital
David Cicurel
611,355
9.2
Odin Global
582,426
8.8
Liontrust
272,223
4.1
Interactive Brokers
265,200
4.0
Broadcrest
261,351
3.8
Hargreaves Landsdown
212,544
3.2
Interactive Investor
199,224
3.0
Advice and insurance
This is disclosed in the Corporate Governance Statement on pages
46 to 49.
Financial risk management objectives and policies
The Group utilises financial instruments (see note 24), comprising
borrowings, cash and cash equivalents and various other items such as
trade receivables and payables that arise directly from its operations.
The main purpose of these financial instruments is to raise finance for
the Group’s operations. The main risks arising from the Group’s financial
instruments relate to interest rates, liquidity, credit and foreign
currency exposure. The Directors review and agree policies for
managing each of these risks, which are described and evaluated in
more detail in note 28 and which are summarised below. Except as
stated, the policies have remained unchanged from previous years.
1. Interest rate risk
The Group finances its operations through a mixture of bank borrowings,
equity and retained profits. With Adjusted net debt of £51.7m
(31 December 2023: £45.1m) (see note 22), exposure to interest rate
fluctuations is a higher risk to the Group than in prior years; however,
to mitigate this increased risk, a large proportion of the Group’s loans
have been hedged with interest rate swaps, as described in note 28.
2. Liquidity risk
The Group seeks to manage liquidity risk by ensuring that sufficient funds
are available to meet foreseeable needs and to invest cash assets safely
and profitably. Primarily this is achieved through loans arranged at Group
level. Short-term flexibility is achieved through the significant cash
balances that the Group currently holds. Additionally, where the Group
has repaid previously borrowed funds into its revolving credit facility, it
is able to subsequently redraw these funds should the need arise.
3. Credit risk
The Group reviews the credit risk relating to its customers by ensuring,
wherever possible, that it deals with long-established trading partners,
agents and university/government-backed bodies, where the risk of default
is considered low. Where considered appropriate, the Group will protect
itself via requiring advance payment or letters of credit to be provided.
The credit risk in relation to cash is considered immaterial due to holding
banking accounts and deposits primarily with Lloyds Banking Group.
GOVERNANCE REPORT
Judges Scientific plc Annual report and accounts 2024
56
4. Currency risk
With exports representing a significant proportion of its sales, the main
risk area to which the Group is exposed is that of foreign currencies
(principally US Dollars and Euros). The Group adopts a strategy to
hedge against this risk by entering into currency options/forward
exchange contracts and/or by maintaining a proportion of its bank
loans in these currencies as appropriate, although this strategy does
not represent hedging under IFRS 9. The Directors review the value of
this economic hedging on a regular basis. There remains, nevertheless,
an ongoing threat to the Group’s competitive position in international
markets from any sustained period of Sterling strength. Forward and
option contracts are entered into in both US Dollars and Euros maturing
in the subsequent year, aimed at protecting the ensuing year’s competitive
position and margins from adverse currency movements.
5. Cashflow risk
The Group manages its cashflow through a mixture of working capital,
bank borrowings, equity and retained profits. Following the Group’s current
year acquisitions of Magsputter (Teer Coatings), Luciol and Rockwash
Geodata, year-end Adjusted net debt was £51.7m (31 December 2023:
Adjusted net debt of £45.1m) and with cash and cash equivalents of
£17.9m (31 December 2023: £13.7m) and strong consistent cash
generation, the Group’s cashflow risk is appropriately managed.
Streamlined Energy and Carbon Reporting (“SECR”)
The Group voluntarily presents disclosures relating to energy emissions
in its Sustainability Report on pages 30 and 31 and also within the
Non-Financial and Sustainability Information Statement on pages 40
and 41. The parent company is a low energy user consuming less than
40MWh per annum.
Employee engagement
Please refer to the Section 172 Statement on page 23 and the Sustainability
Report on pages 24 to 31 respectively for further information.
Disabled employees
Applications for employment by disabled persons are given full and fair
consideration in accordance with their particular aptitudes and abilities.
In the event of employees becoming disabled, every effort is given to
retrain them in order that their employment with the Group may
continue. It is the policy of the Group that training, career development
and promotion opportunities should be available to all employees.
Directors
The following Directors have held office during the year and until the
date of signing this report:
RJ Elman – Non-Executive Chair
Hon. AR Hambro – Non-Executive (retiring May 2025)
DE Cicurel
BL Ormsby
MS Lavelle
T Prestidge
I Wilcock (appointed 2 September 2024)
CJA Holroyd – Non-Executive
LD Kodituwakku – Non-Executive
SA Nyman – Non-Executive
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 Group consolidated financial statements in accordance
with UK-adopted international accounting standards (“IAS”) and those
parts of the Companies Act 2006 that apply to companies reporting
under IAS and the parent company in accordance with United Kingdom
Generally Accepted Accounting Practice (United Kingdom Accounting
Standards and applicable law including FRS 101 ‘Reduced Disclosure
Framework). 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 Group and the parent company
and of the profit or loss of the Group for that period.
In preparing each of the Group and parent company financial
statements, the Directors are required to:
e select suitable accounting policies and then apply them consistently;
e make judgements and accounting estimates that are reasonable
and prudent;
e state whether applicable UK-adopted IAS or UK Accounting
Standards have been followed, subject to any material departures
disclosed and explained in the financial statements; and
e prepare the financial statements on the going concern basis unless it
is inappropriate to presume that the Group and the parent company
will continue in business.
The Directors are responsible for keeping adequate accounting records
that are sufficient to show and explain the parent company’s
transactions and disclose with reasonable accuracy at any time the
financial position of the parent company and the Group and enable
them to ensure that the financial statements comply with the
Companies Act 2006. They are also responsible for safeguarding the
assets of the Group and for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
The Directors are responsible for ensuring the Annual Report and the
financial statements are made available on a website. Financial statements
are published on the Company’s website in accordance with legislation
in the United Kingdom governing the preparation and dissemination of
financial statements, which may vary from legislation in other jurisdictions.
The maintenance and integrity of the Company’s website is the responsibility
of the Directors. The Directors’ responsibility also extends to the
ongoing integrity of the financial statements contained therein.
Provision of information to the Auditor
The Directors confirm that:
e so far as each Director is aware, there is no relevant audit
information of which the Company’s Auditor is unaware; and
e the Directors have taken all the steps that they ought to have taken
as Directors in order to make themselves aware of any relevant audit
information and to establish that the Auditor is aware of that
information.
Auditor
The auditor has expressed willingness to continue in office and in
accordance with section 489(4) of the Companies Act 2006, a
resolution to re-appoint BDO LLP will be proposed at the Annual
General Meeting.
Annual General Meeting
The Annual General Meeting of the Company will be held on Thursday
22 May 2025 at 12.00 noon at The Lansdowne Club, 9 Fitzmaurice
Place, London W1J 5JD.
Brad Ormsby
Director
2 April 2025
Company registration number: 04597315 (England and Wales)
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
57
Judges Scientific plc Annual report and accounts 2024
INDEPENDENT AUDITOR’S REPORT
To the members of Judges Scientific plc
Opinion on the financial statements
In our opinion:
e 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 31 December 2024 and
of the Group’s profit for the year then ended;
e the Group financial statements have been properly prepared in accordance with UK adopted international accounting standards;
e the Parent Company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting
Practice; and
e the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements of Judges Scientific plc (the “Parent Company”) and its subsidiaries (the “Group”) for the year ended 31
December 2024 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Parent Company Balance Sheet, the
Consolidated and Parent Company Statement of Changes in Equity, the Consolidated Cashflow Statement and notes to the financial statements,
including a summary of significant accounting policies/material accounting policy information.
The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable law and UK adopted
international accounting standards. The financial reporting framework that has been applied in the preparation of the Parent Company financial
statements is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 Reduced Disclosure Framework
(United Kingdom Generally Accepted Accounting Practice).
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 believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We remain independent of the Group and the Parent 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.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors’ 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 Group and the Parent Company’s ability to continue to adopt
the going concern basis of accounting included:
e We obtained the Directors’ budgeted operating results, cash flow forecast models and covenant compliance calculations covering the period
to 30 June 2026 and checked that the information was arithmetically accurate;
e We critically reviewed these budgets and forecast models and assessed the achievability of the projections outlined within the Directors’ forecast
models, specifically with reference to detailed performance and growth assumptions for those components subject to full scope audit procedures
included within the scope of our Group audit. This included change of assumptions with reference to the current economic climate and current
year and post year end performance against budget;
e We confirmed the arithmetic accuracy and appropriateness of sensitivity analysis performed by Management and performed additional
sensitivities testing to determine whether any variances would result in a risk to going concern including the impact on forecast cashflows
and covenant compliance;
e We agreed the applicable financial covenants to relevant loan documentation to ensure inputs are consistent with the definitions within the
financing arrangement and have been calculated correctly; and
e We evaluated the Group’s disclosures on going concern compliance against the requirements of IAS 1 “Presentation of financial statements”
(“IAS 1”) and assessed the consistency with the going concern assessment performed by the Directors.
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 and the Parent Company’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.
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
Judges Scientific plc Annual report and accounts 2024
58
Overview
Key audit matters
2024
2023
Fraud risk in revenue recognition from sales of instruments and spares
Valuation of Group goodwill (three CGUs) and valuation of parent company
investment in subsidiaries (two CGUs)
Valuation of contingent consideration liability on acquisition of Rockwash at year end
X
Valuation of intangible assets on acquisition of Rockwash and Magsputter (Teer Coatings)
X
Key audit matters in relation to the business combination accounting for the acquisitions of Magsputter
(Teer Coatings) and Rockwash in the current year have been included due to the value and complexity
of balances included in comparison to the 2023 acquisitions.
Materiality
Group financial statements as a whole
£0.84m (2023: £0.86m) based on 5% profit before tax as Adjusted for a normalised Geotek coring contribution
and non-recurring costs within the business (2023: 5% of Group profit before tax, as Adjusted for fair value
adjustments for the Geotek contingent consideration
An overview of the scope of our audit
Our Group audit was scoped by obtaining an understanding of the Group and its environment, the applicable financial reporting framework and
the Group’s system of internal control. On the basis of this, we identified and assessed the risks of material misstatement of the Group financial
statements including with respect to the consolidation process. We then applied professional judgement to focus our audit procedures on the
areas that posed the greatest risks to the Group financial statements. We continually assessed risks throughout our audit, revising the risks where
necessary, with the aim of reducing the Group risk of material misstatement to an acceptable level, in order to provide a basis for our opinion.
Components in scope
The Group is highly decentralised with 36 components primarily based in the UK and North America with other operations in Brazil, India and
Switzerland. All international entities are subject to UK component management oversight. Components generally have separate accounting
functions and local management and therefore the control environment varies across the Group. For our scoping assessment, we identified
components as separate legal entities, aligned with statutory audit requirements in the UK.
For components in scope, we used a combination of risk assessment procedures and further audit procedures to obtain sufficient appropriate
evidence. These further audit procedures included:
e procedures on the entire financial information of the component, including performing substantive procedures;
e procedures on one or more classes of transactions, account balances or disclosures; and
e specific audit procedures.
Based on our risk assessment, we identified 11 UK components that required full scope audits of their complete financial information due to the
extent to which these components contribute to the identified Group risks of material misstatement. We identified a further four UK components,
two US components, the Brazilian component, and the Indian component which required audit procedures over specific financial statement areas
due to the extent to which certain financial statement areas within these components contributed to the identified Group risks of material
misstatement. Finally, we performed specific audit procedures at a Group level on one UK component, one US component and the Swiss
component. The remainder of the components, comprising smaller UK and US operations were not identified as contributing to identified Group
risks of material misstatement and the financial information of these components were principally subject to analytical review procedures
performed by the Group audit team. All component auditors are BDO LLP teams.
Procedures performed centrally
The Group team performed procedures on the four specific components where only specific procedures were required.
The Group team also performed full scope procedures on the UK component that is individually the most significant to Group results. Additionally,
the Group team performed audit procedures on specific financial statement areas over this component’s relevant subsidiaries in Brazil, the UK and India.
The Group team performed procedures centrally on the defined benefit pension scheme, going concern and impairment due to these being the
responsibility of the Group management.
All other procedures relevant to components were performed by BDO LLP component teams.
Disaggregation
The financial information relating to Group risks of material misstatement is highly disaggregated across the Group. We performed procedures at
the component level in relation to these risks in order to obtain comfort over the residual population of Group balances and included an element of
unpredictability when selecting components for testing.
Locations
As noted above, Judges Scientific plc’s operations and component management teams are primarily based in the UK, spread over a number of
different locations. Our BDO UK teams visited all UK based components which had been scoped in for the purposes of our Group audit, together
with the head office of Judges Scientific plc.
In addition, our teams worked remotely, holding calls and video conferences with component management and BDO LLP component audit teams
where appropriate, and with digital information obtained from Judges Scientific plc.
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
59
Judges Scientific plc Annual report and accounts 2024
INDEPENDENT AUDITOR’S REPORT CONTINUED
To the members of Judges Scientific plc
An overview of the scope of our audit continued
Changes from the prior year
Following the application of ISA 600 (revised), the auditing standard relevant to Group audit, our changes to Group scope included specific
consideration and scoping of audit procedures on specific financial statement areas performed on a UK and US component that had previously
been scoped out due to size and relative contribution to Group balances.
Working with other auditors
As Group auditor, we determined the components at which audit work was performed, together with the resources needed to perform this work.
These resources included component auditors, who formed part of the Group engagement team as reported above. As Group auditor we are solely
responsible for expressing an opinion on the financial statements.
In working with these component auditors, we held discussions with component audit teams on the significant areas of the Group audit relevant
to the components based on our assessment of the Group risks of material misstatement. We issued our Group audit instructions to component
auditors on the nature and extent of their participation and role in the Group audit, and on the Group risks of material misstatement.
We directed, supervised and reviewed the component auditors’ work. This included holding meetings and calls during various phases of the audit
and reviewing component auditor documentation in person and remotely and evaluating the appropriateness of the audit procedures performed
and the results thereof.
Climate change
Our work on the assessment of potential impacts of climate-related risks on the Group’s operations and financial statements included:
e Enquiries and challenge of management to understand the actions they have taken to identify climate-related risks and their potential impacts
on the financial statements and adequately disclose climate-related risks within the Annual Report;
e Our own qualitative risk assessment taking into consideration the sectors in which the Group operates and how climate change affects this
particular sectors;
e Involvement of climate-related experts in evaluating management’s risk assessment; and
e Review of the minutes of Board and Audit Committee meetings and other papers related to climate change and performing a risk assessment
as to how the impact of the Group’s commitment as set out in the Annual Report may affect the financial statements and our audit.
We challenged the extent to which climate-related considerations, including the expected cash flows from the initiatives and commitments
have been reflected, where appropriate, in the Directors’ going concern assessment and in management’s judgements and estimates in relation
to Group goodwill and Parent company impairment reviews.
We also assessed the consistency of managements disclosures included as “Other information” from page 64 with the financial statements and
with our knowledge obtained from the audit.
Based on our risk assessment procedures, we did not identify there to be any Key Audit Matters materially impacted by climate-related risks and
related commitments.
Key audit matters
Key audit matters are those matters that, in our professional judgement, 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) that 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.
FINANCIAL STATEMENTS
60
Judges Scientific plc Annual report and accounts 2024
An overview of the scope of our audit continued
Key audit matters continued
Key audit matter
Group
How the scope of our audit addressed the key audit matter
Fraud risk in revenue
recognition from
sales of instruments
and spares
The Group’s accounting
policy relating to
Revenue Recognition
is shown in note 2
with corresponding
disclosures within
note 3
The amounts reported in relation to
revenue represent information of
significant interest to many users of the
financial statements.
This puts revenue at a greater risk of
manipulation, bias, and misstatement.
Having regard to the potential for fraud in
relation to revenue recognition, we
identified the following as areas of
significant risk of material misstatement:
e Manipulation through inappropriate
journals to increase revenue.
e Recognising revenue on instruments on
dispatch but where the international
commercial terms (“INCO”) criteria
have not yet met.
e Inappropriate assessment of
instruments delivered but not installed
pre year end as non-complex
installations, resulting in inappropriate
recognition of the goods revenue
separate from the installation.
e Inappropriate early release of deferred
income balances in components where
advanced payments are common
practice.
e A significant portion of the Group’s
sales are in international markets,
which may drive complexities in
revenue recognition. We therefore
considered there to be a risk around
compliance with IFRS 15 for new or
amended revenue contracts with
overseas distributors.
For these reasons we considered this to be
a key audit matter.
Our audit work included but was not restricted to the following for in
scope components:
e We obtained an understanding of the design and implementation of the
controls and procedures operating over the delivery of goods and services
and recognition of revenue within the Group’s accounting systems.
e We used data analytics to review the pattern of advanced payment
releases to revenue. We reviewed sales patterns around year end to identify
unusual movements in revenue and margins. Where the corresponding
debit entries were outside of our expectations, we obtained supporting
evidence from management.
e We held discussions to obtain an understanding of any distributor
relationships. We reviewed a sample of contracts and other relevant
communications with distributors to check that revenue had been
recognised in accordance with IFRS 15 and Group accounting policies.
e We used data analytics to review the combination of journals being posted
to revenue. Where the corresponding debit entries were outside of our
expectations, we obtained supporting evidence from management to
confirm that these transactions have a valid business rationale
e For a sample of instrument sales within the component defined cut off
period, we selected a sample from the nominal ledger; we agreed these
through to purchase order, invoice and third-party evidence of delivery in
line with the INCO terms, or installation evidence where designated as
complex installation. Where appropriate we obtained management’s IFRS
15 assessment of the transaction and considered this against the standard.
e We selected a sample of post year end credit notes and agreed these
through to related invoice to check that revenue was recognised in the
correct period.
e Where in scope UK components sell instruments via a US subsidiary
component before being sold to the final customer, we evidenced delivery
and receipt to the end customer to ensure the revenue at a Group level was
recognised in the correct financial year.
Key observations:
We did not identify any indicators to suggest that revenue recognition was
inappropriate
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
61
Judges Scientific plc Annual report and accounts 2024
INDEPENDENT AUDITOR’S REPORT CONTINUED
To the members of Judges Scientific plc
Key audit matter
Group
How the scope of our audit addressed the key audit matter
Valuation of
Group goodwill
(three CGUs)
The Group’s accounting
estimates and policies
relating to the
impairment
assessment and
carrying value of
goodwill are shown in
note 2 with the
supporting disclosures
outlined in note 13.
Valuation of
parent company
investments in
subsidiaries (two
CGUs)
The Group’s accounting
policies relating to
investments are shown
in parent company
financial statements
note 2 with the
supporting disclosures
outlined in note 5
Management exercise significant
judgement in determining the underlying
assumptions used in the impairment
review of the Group’s cash-generating
units (“CGUs”).
These assumptions include the
determination of the CGUs, the discount
rate, CGU forecast performance including
revenue growth, operating margins, and
the growth rate over the measurement
period.
The same CGU value in use calculation as
used in the impairment assessment for
the Group’s goodwill is used for the
impairment assessment of the parent
company’s investments in subsidiaries.
Due to increased risk factors including
poor performance against budget or
significant forecast increase in future
performance and/or reduced headroom in
the calculation, we assessed the risk on
impairment review to be significant for
three CGUs impacting Group goodwill,
two of which also impact Parent company
investment in subsidiaries.
Due to the judgements involved we
considered this and the related
disclosures to be a key audit matter.
We performed the following procedures over the impairment assessment
applied by management across the valuation of goodwill on consolidation and
the valuation of the parent company investments in subsidiaries:
e We have assessed management’s determination of each CGU against the
criteria of IAS 38 and confirmed the allocation of goodwill and net assets
through to the underlying consolidation, which we have performed detailed
testing on.
e We have obtained, reviewed, and challenged the impairment models
prepared by management including confirming their arithmetic
accuracy and obtaining an understanding of assumptions included
within the CGU forecasts.
e We considered the assessment results for each CGU against various risk
criteria including significance of Group and parent company balances,
amount of headroom in management’s assessment and other performance
risk factors. For the three CGUs identified as having material risk factors,
our additional procedures included the following:
e With the assistance of our internal valuation experts we have reviewed and
assessed the appropriateness of the discount rate applied. We
independently recalculated the Group discount rate, based on applicable
gearing, risk and equity premiums and compared this to the rate used by
management.
e We challenged and assessed the appropriateness of the CGU level FY25
budgets and expected growth rate assumptions within the models through
discussions with management, and, where appropriate, agreement to
supporting documentation and historical trends.
e Sensitivities that have been applied by management have been
challenged and compared against sensitivities deemed reasonable by
the audit team ensuring that the current economic environment has
been taken into consideration.
e We have reviewed relevant Group and parent company disclosures to
confirm relevant assumptions and sensitivity conclusions have been
correctly summarised by management based on their assessment
performed.
Key observations:
We consider the judgements made by management when assessing
impairment to be appropriate.
An overview of the scope of our audit continued
Key audit matters continued
FINANCIAL STATEMENTS
62
Judges Scientific plc Annual report and accounts 2024
Key audit matter
Group
How the scope of our audit addressed the key audit matter
Valuation of
contingent
consideration
liability on Rockwash
acquisition at year
end
The Group’s accounting
policies are disclosed
within note 2 with the
supporting disclosures
outlined in note 9.
Under IFRS 3, management are required
to calculate the fair value of the
consideration payable as a result of the
acquisition. For Rockwash Geodata
(“Rockwash”), this involves a material
judgement in the calculation of the fair
value of contingent consideration
including an assessment of probability of
meeting relevant earn out thresholds and
consideration of the appropriate discount
rate for the time value of money.
The liability is required to be re-evaluated
at each year end.
Due to the judgements involved we
considered this and the related
disclosures to be a significant risk and a
key audit matter.
We performed the following procedures on the fair value of the contingent
consideration as at acquisition and year end:
e We verified management’s calculation of contingent consideration through
to the terms of the earn out contingent consideration within the Sale and
Purchase Agreement and confirmed arithmetic accuracy of the calculation;
e We obtained Group management’s forecast earnings for the earnout
measurement period. We critically considered this estimate of earnings,
with reference to relevant component financial information including
historical performance, current order book and discussions with Group
and component management.
e With the assistance of our internal valuation experts we have reviewed
and assessed the reasonability of the discount rate applied to calculate
the present value of the liability at acquisition date and year end date.
We independently recalculated the Group discount rate, based on
applicable gearing, risk and equity premiums and compared this to the
rate used by management.
e We have reviewed relevant Group disclosures to confirm relevant
assumptions and sensitivity conclusions have been correctly summarised
by management based on their assessment.
Key observations:
We consider the judgements made by management when assessing the
contingent liability to be appropriate.
Valuation of
intangible assets
on acquisition of
Rockwash and
Magsputter
(Teer Coatings)
The Group’s accounting
policies are disclosed
within note 2 with the
supporting disclosures
outlined in note 9.
Under IFRS 3, management are required
to calculate the fair value of acquired
assets and liabilities, including the
identification and valuation of
separately identifiable intangible assets
and goodwill.
The valuation of intangibles involves
selection of appropriate valuation
techniques, calculation of an appropriate
discount rate and forecasting revenue and
profitability over a suitable timeframe.
Due to the material judgements and
estimation involved in these calculations
for the two larger acquisitions Magsputter
and Rockwash, we considered there to be
a significant risk of material misstatement
relating to the valuation of these assets.
Therefore, this was considered to be a key
audit matter.
We performed the following procedures on the fair value of the intangible
assets acquired within Rockwash Geodata and Magsputter (Teer Coatings):
e With regard to the valuation of acquired intangibles, we obtained the
valuation report prepared by management’s valuation expert and agreed
the values included within this report to the completion balance sheet.
e With the assistance of our internal valuation experts we reviewed
management’s valuation expert’s report and considered whether
the valuation methodologies used and the discount rate used
were appropriate.
e We considered the appropriateness of key assumptions included within
the calculation with reference to our knowledge of the acquired businesses,
historical and forecast revenues and operating margins, as well as the
nature of the customer base and contracts existing at the acquisition date.
e We considered the completeness of acquired intangibles with reference
to previous acquisitions made by the Group and other similar companies.
Key observations
e We consider the judgements made by management when assessing the fair
value of the intangible assets acquired within Rockwash Geodata and
Magsputter (Teer Coatings) to be appropriate.
An overview of the scope of our audit continued
Key audit matters continued
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
63
Judges Scientific plc Annual report and accounts 2024
INDEPENDENT AUDITOR’S REPORT CONTINUED
To the members of Judges Scientific plc
Our application of materiality
We apply the concept of materiality both in planning and performing our audit and in evaluating the effect of misstatements. We consider materiality to
be the magnitude by which misstatements, including omissions, could influence the economic decisions of reasonable users that are taken on the basis of
the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level, performance
materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not necessarily be evaluated as immaterial as we
also take account of the nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the
financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality as follows:
Group financial statements
Parent company financial statements
2024
2023
2024
2023
Materiality
£0.84m
£0.86m
£0.80m
£0.85m
Basis for
determining
materiality
5% profit before tax as Adjusted
for normalised coring
contribution and non-recurring
costs within the business
5% of Group profit before tax, as
Adjusted for fair value
adjustments for the Geotek
contingent consideration.
Capped at 95% Group
materiality.
Capped at 99% Group
materiality.
Rationale for the
benchmark
applied
Profit before tax was deemed the appropriate benchmark to calculate
materiality as maximising shareholder return is a key objective for
the Group. Profit before tax was Adjusted to exclude nonrecurring
items not reflective of the ongoing operations of the Group. In 2024
the impact of no coring contract was normalised using a three-year
average operating contribution from the coring business to more
appropriately reflect the ongoing operations of the Group.
Capped at 95% (2023: 99%) Group materiality given
our assessment of component aggregation risk.
Performance
materiality
£0.54m
£0.56m
£0.52m
£0.55m
Basis for
determining
performance
materiality
65% materiality
65% materiality
65% materiality
65% materiality
Rationale for the
percentage
applied for
performance
materiality
Performance materiality was determined based on a percentage of
materiality on a number of factors including:
e our risk assessment; and
e the Group operates a decentralised management structure.
Performance materiality was determined based on our
risk assessment.
Component performance materiality
For the purposes of our Group audit opinion, we set performance materiality for each component of the Group, apart from the Parent Company
whose materiality and performance materiality are set out above, based on a percentage of between 4% and 95% of Group performance
materiality (2023: 21% and 99% of Group materiality) dependent on a number of factors including consideration of the control environment,
history of misstatements, disaggregation across components, size of the components, whether the component is new to the Group, any
significant changes affecting the component since the prior year and our assessment of the risk of material misstatement of those components.
Component performance materiality ranged from £0.02m to £0.52m (2023: component materiality ranged from £0.18m to £0.85m).
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual audit differences in excess of £0.04m (2023: £0.04m).
We also agreed to report differences below this threshold that, in our view, warranted reporting on qualitative grounds.
Other information
The Directors are responsible for the other information. The other information comprises the information included in the document entitled
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.
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 course of 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 this gives rise to a material misstatement in
the financial statements themselves. 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.
FINANCIAL STATEMENTS
64
Judges Scientific plc Annual report and accounts 2024
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work performed during the course of the audit, we are required by the Companies Act 2006
and ISAs (UK) to report on certain opinions and matters as described below.
Strategic Report
and Directors’
Report
In our opinion, based on the work undertaken in the course of the audit:
e 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
e the Strategic Report and the Directors’ Report have been prepared in accordance with applicable legal requirements.
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.
Matters on which
we are required
to report by
exception
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:
e 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
e the Parent Company financial statements are not in agreement with the accounting records and returns; or
e certain disclosures of Directors’ remuneration specified by law are not made; or
e 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 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 the Parent Company’s ability to continue as a
going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors
either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether
due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a
guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities,
outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of
detecting irregularities, including fraud, is detailed below:
Non-compliance with laws and regulations
e We updated our understanding of the legal and regulatory framework applicable at both the Group and component level and the industries in
which they operate and considered the risk of acts by the Group or components that were contrary to applicable laws and regulations, including
fraud. We determined that the following laws and regulations remained the most significant: UK-adopted international accounting standards for
the Group and Financial Reporting Standard 101 “Reduced Disclosure Framework” for the parent company, Companies Act 2006, AIM listing
rules and UK tax compliance regulations which is the principal jurisdiction in which the Group operates.
e We discussed among the Group engagement team, component audit teams and relevant internal experts how and where non-compliance with
laws and regulations and fraud might occur in the financial statements and any potential indicators of fraud. The engagement team has
accumulated extensive knowledge of the industry through their work on the audit of similar entities over a number of years.
e We designed audit procedures to identify instances of non-compliance with such laws and regulations. Our procedures included:
• Reviewing the financial statement disclosures and agreeing to underlying supporting documentation where necessary;
• With the assistance of our internal tax specialists, we performed reviews of employment tax, sales tax and corporation tax for significant
components and those components subject to full scope audits;
• Reviewing all Board and Committee meetings held throughout the year for any indicators of non-compliance; and
• Making enquiries of management and the Directors as to the risks of non-compliance and any instances thereof.
e We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members including component
engagement teams who were all deemed to have appropriate competence and capabilities and remained alert to any indicators of fraud or
non-compliance with laws and regulations throughout the audit. For component engagement teams we also reviewed their work in this regard.
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
65
Judges Scientific plc Annual report and accounts 2024
INDEPENDENT AUDITOR’S REPORT CONTINUED
To the members of Judges Scientific plc
Auditor’s responsibilities for the audit of the financial statements continued
Fraud
We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures included:
e Enquiry with management, those charged with governance regarding any known or suspected instances of fraud;
e Obtaining an understanding of the Group’s policies and procedures relating to:
• Detecting and responding to the risks of fraud; and
• Internal controls established to mitigate risks related to fraud.
e Review of minutes of meetings of those charged with governance for any known or suspected instances of fraud;
e Discussion amongst the engagement team as to how and where fraud might occur in the financial statements;
e Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due
to fraud;
e Considering remuneration incentive schemes and performance targets and the related financial statement areas impacted by these.
Based on our risk assessment, we considered the areas most susceptible to fraud to be the risk of fraud in relation to revenue recognition and
management override of controls, specifically manual adjustments outside component finance systems, year-end adjustments and adjustments
to results and balances through material estimates including impairment review inputs, acquisition accounting assumptions and provisions.
Our procedures in respect of the above included:
e We addressed the risk of management override of controls, considered to be in connection with the posting of inappropriate journals and bias in
significant management estimates and judgements, through testing journal entries processed during the year and subsequent to the year end
which met a specific criterion, including a review of unusual journal entry combinations that benefitted the profit before tax position within
either revenue or expenditure, unusual seldom used accounts, consolidation journals and manual late adjustments. Where we identified journals
that met our criteria as being unusual, we challenged management and verified these to supporting documentation.
e In response to the risk of fraud in revenue recognition we have performed the procedures set out in the Key Audit Matters section of our report.
e We also evaluated whether there was evidence of bias in setting significant estimates and judgements by the Directors that represented a risk
of material misstatement due to fraud including those set out in the Key Audit Matters section of our report relating to the valuation of Group
goodwill, non-current assets, contingent consideration acquisition liability and the parent company investments in subsidiaries.
e We selected a judgemental sample of journals not meeting the defined risk criteria and agreed these to supporting documentation.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members including component
auditors who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance
with laws and regulations throughout the audit. For component auditors, we also reviewed the result of their work performed in this regard.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not
detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate
concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed
and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the
less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities.
This description forms part of our Auditor’s Report.
Use of our report
This report is made solely to the Parent 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 Parent 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 Parent Company and the Parent Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Nigel Harker (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
Gatwick, UK
2 April 2025
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
66
Judges Scientific plc Annual report and accounts 2024
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
As at 31 December 2024
Note
Adjusted
£m
Adjusting
items
£m
2024
Total
£m
Adjusted
£m
Adjusting
items
£m
2023
Total
£m
Revenue
3
133.6
—
133.6
136.1
—
136.1
Operating costs
3, 4, 5
(105.7)
(11.2)
(116.9)
(101.3)
(13.2)
(114.5)
Operating profit/(loss)
8
27.9
(11.2)
16.7
34.8
(13.2)
21.6
Interest income
4, 9
0.3
0.1
0.4
0.3
0.1
0.4
Interest expense
4, 9
(3.9)
(0.2)
(4.1)
(3.4)
(5.2)
(8.6)
Profit/(loss) before tax
24.3
(11.3)
13.0
31.7
(18.3)
13.4
Taxation (charge)/credit
4, 10
(5.1)
2.9
(2.2)
(6.9)
3.4
(3.5)
Profit/(loss) for the year
19.2
(8.4)
10.8
24.8
(14.9)
9.9
Attributable to:
Owners of the parent
18.8
(8.4)
10.4
24.4
(14.9)
9.5
Non-controlling interests
31
0.4
—
0.4
0.4
—
0.4
Profit/(loss) for the year
19.2
(8.4)
10.8
24.8
(14.9)
9.9
Other comprehensive income
Items that will not be reclassified
subsequently to profit or loss
Retirement benefits actuarial (loss)/gain
(1.4)
0.1
Deferred tax on retirement benefits
actuarial gain/(loss)
0.4
—
Items that may be reclassified
subsequently to profit or loss
Exchange differences on translation of
foreign subsidiaries
(0.5)
(0.1)
Other comprehensive income
for the year, net of tax
(1.5)
—
Total comprehensive income
for the year
9.3
9.9
Attributable to:
Owners of the parent
9.0
9.5
Non-controlling interests
0.3
0.4
2024
Pence
2024
Pence
2023
Pence
2023
Pence
Earnings per share – Adjusted
Basic
12
283.4
374.6
Diluted
12
278.7
368.5
Earnings per share – total
Basic
12
156.7
145.8
Diluted
12
154.2
143.5
The accompanying notes form an integral part of these consolidated financial statements.
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
67
Judges Scientific plc Annual report and accounts 2024
Note
2024
£m
2023
£m
ASSETS
Non-current assets
Goodwill
13
60.4
54.8
Other intangible assets
14
36.7
35.6
Property, plant and equipment
15
26.2
19.8
Right-of-use leased assets
16
5.6
6.6
Retirement benefit surplus
30
—
1.4
128.9
118.2
Current assets
Inventories
18
28.1
26.5
Trade and other receivables
19
30.2
25.1
Cash and cash equivalents
17.9
13.7
76.2
65.3
Total assets
205.1
183.5
LIABILITIES
Current liabilities
Trade and other payables
20
(29.9)
(24.6)
Provisions
21
(1.5)
—
Payables relating to acquisitions
29
—
(0.5)
Borrowings
22
—
(6.2)
Right-of-use lease liabilities
23
(1.2)
(1.2)
Current tax liabilities
(0.9)
(2.5)
(33.5)
(35.0)
Non-current liabilities
Borrowings
22
(67.6)
(52.2)
Payables relating to acquisitions
29
(2.0)
—
Right-of-use lease liabilities
23
(4.8)
(5.7)
Deferred tax liabilities
17
(10.0)
(8.0)
(84.4)
(65.9)
Total liabilities
(117.9)
(100.9)
Net assets
87.2
82.6
EQUITY
Share capital
25
0.3
0.3
Share premium account
25
19.2
17.7
Other reserves
27
26.5
26.9
Retained earnings
40.9
37.5
Equity attributable to owners of the parent company
86.9
82.4
Non-controlling interests
31
0.3
0.2
Total equity
87.2
82.6
The accompanying notes form an integral part of these consolidated financial statements.
The financial statements were approved by the Board on 2 April 2025.
David Cicurel
Brad Ormsby
Director
Director
CONSOLIDATED BALANCE SHEET
As at 31 December 2024
FINANCIAL STATEMENTS
Judges Scientific plc Annual report and accounts 2024
68
Share
capital
£m
Share
premium
£m
Other
reserves
£m
Retained
earnings
£m
Total
attributable
to owners of
the parent
£m
Non-controlling
interests
£m
Total equity
£m
At 1 January 2024
0.3
17.7
26.9
37.5
82.4
0.2
82.6
Dividends
—
—
—
(6.5)
(6.5)
(0.2)
(6.7)
Issue of share capital
—
1.5
—
—
1.5
—
1.5
Purchase of own shares for Company reward scheme
—
—
—
(0.1)
(0.1)
—
(0.1)
Tax on Company reward scheme shares awarded
—
—
—
(0.1)
(0.1)
—
(0.1)
Deferred tax on share-based payments
—
—
—
(0.6)
(0.6)
—
(0.6)
Share-based payments
—
—
—
1.3
1.3
—
1.3
Transactions with owners
—
1.5
—
(6.0)
(4.5)
(0.2)
(4.7)
Profit for the year
—
—
—
10.4
10.4
0.4
10.8
Net retirement benefit actuarial loss
—
—
—
(1.0)
(1.0)
—
(1.0)
Foreign exchange differences
—
—
(0.4)
—
(0.4)
(0.1)
(0.5)
Total comprehensive income for the year
—
—
(0.4)
9.4
9.0
0.3
9.3
At 31 December 2024
0.3
19.2
26.5
40.9
86.9
0.3
87.2
At 1 January 2023
0.3
17.2
4.1
32.7
54.3
0.2
54.5
Dividends
—
—
—
(5.7)
(5.7)
(0.4)
(6.1)
Issue of share capital
—
0.5
22.9
—
23.4
—
23.4
Purchase of own shares for Company reward scheme
—
—
—
(0.1)
(0.1)
—
(0.1)
Tax on Company reward scheme shares awarded
—
—
—
(0.1)
(0.1)
—
(0.1)
Deferred tax on share-based payments
—
—
—
(0.1)
(0.1)
—
(0.1)
Share-based payments
—
—
—
1.2
1.2
—
1.2
Transactions with owners
—
0.5
22.9
(4.8)
18.6
(0.4)
18.2
Profit for the year
—
—
—
9.5
9.5
0.4
9.9
Net retirement benefit actuarial gain
—
—
—
0.1
0.1
—
0.1
Foreign exchange differences
—
—
(0.1)
—
(0.1)
—
(0.1)
Total comprehensive income for the year
—
—
(0.1)
9.6
9.5
0.4
9.9
At 31 December 2023
0.3
17.7
26.9
37.5
82.4
0.2
82.6
The accompanying notes form an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
69
Judges Scientific plc Annual report and accounts 2024
2024
£m
2023
£m
Cashflows from operating activities
Profit after tax
10.8
9.9
Adjustments for:
Financial instruments measured at fair value
0.2
1.2
Share-based payments
1.3
1.2
Depreciation of property, plant and equipment
2.4
1.9
Depreciation of right-of-use leased assets
1.3
1.3
Amortisation of acquired intangible assets
9.2
11.8
Amortisation of internally generated intangible assets
0.9
0.4
Interest income
(0.3)
(0.3)
Interest expense
3.5
3.0
Interest payable on right-of-use lease liabilities
0.4
0.4
Fair value movement on contingent consideration
0.1
4.0
Retirement benefit obligation net finance income
(0.1)
(0.1)
Tax expense recognised in the Consolidated Statement of Comprehensive Income
2.2
3.5
Decrease/(increase) in inventories
1.8
(5.1)
Increase in trade and other receivables
(2.8)
(0.3)
Increase/(decrease) in trade and other payables and provisions
3.1
(1.5)
Cash generated from operations
34.0
31.3
Tax paid
(5.5)
(4.8)
Net cash from operating activities
28.5
26.5
Cashflows from investing activities
Paid on acquisition of subsidiaries
(16.4)
(3.1)
Payment in respect of surplus working capital
(3.9)
(1.2)
Paid in respect of earn out
(0.7)
(17.5)
Gross cash inherited on acquisition
4.5
1.5
Acquisition of subsidiaries, net of cash acquired
(16.5)
(20.3)
Purchase of property, plant and equipment
(5.0)
(4.7)
Capitalised development costs
(1.4)
(1.2)
Proceeds on disposal of property, plant and equipment
—
—
Interest received
0.3
0.3
Net cash used in investing activities
(22.6)
(25.9)
Cashflows from financing activities
Proceeds from issue of share capital
1.5
0.5
Purchase of own shares for Company reward scheme
(0.1)
(0.1)
Tax on shares awarded under Company scheme
(0.1)
(0.1)
Finance costs paid
(3.5)
(3.0)
Proceeds from bank loans*
17.3
12.0
Repayments of borrowings*
(8.1)
(9.2)
Repayments of right-of-use lease liabilities
(1.7)
(1.6)
Equity dividends paid
(6.5)
(5.7)
Dividends paid to non-controlling interest
(0.2)
(0.4)
Net cash used in financing activities
(1.4)
(7.6)
Net change in cash and cash equivalents
4.5
(7.0)
Cash and cash equivalents at the start of the year
13.7
20.8
Exchange movements
(0.3)
(0.1)
Cash and cash equivalents at the end of the year
17.9
13.7
* On 1 July 2024, £10.9m of outstanding loans were repaid and £10.9m was simultaneously reborrowed as the Group amended and extended its banking facilities (see note 22).
The accompanying notes form an integral part of these consolidated financial statements.
CONSOLIDATED CASHFLOW STATEMENT
As at 31 December 2024
FINANCIAL STATEMENTS
Judges Scientific plc Annual report and accounts 2024
70
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2024
1. General information
Judges Scientific plc is the ultimate parent company of the Group, whose principal activities comprise the design, manufacture and sale of scientific
instruments and services.
Judges Scientific plc is incorporated and domiciled in the UK and its registered office is 52c Borough High Street, London SE1 1XN.
2. Summary of significant accounting policies
Basis of preparation
The consolidated financial statements have been prepared under the historical cost convention except for certain financial instruments which are
carried at fair value.
Being quoted on the Alternative Investment Market of the London Stock Exchange, the Company has prepared its consolidated financial statements
in accordance with UK-adopted international accounting standards (“IAS”) and those parts of the Companies Act 2006 that apply to companies
reporting under IAS. Accordingly, these financial statements have been prepared in accordance with the accounting policies set out below which are
based on the aforementioned IAS and in effect at 31 December 2024.
The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement
or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements, are disclosed under “Use of key
accounting estimates and judgements”.
Going concern
The consolidated financial statements have been prepared on a going concern basis. The Directors have taken note of guidance issued by the
Financial Reporting Council on Going Concern Assessments in determining that this is the appropriate basis of preparation of the financial
statements. In delivering its buy and build strategy, and having acquired Luciol, Rockwash and Magsputter (Teer Coatings) for a combined increase
to Adjusted net debt of £18.7m during 2024 (see note 29), the Group ended 2024 with Adjusted net debt of £51.7m compared to £45.1m at
31 December 2023. The Group uses Adjusted net debt rather than statutory net debt for this comparison, as this figure includes future acquisition-
related liabilities. The higher net debt figure reflects the aforementioned acquisition activity, payments of dividends to our shareholders (£6.5m),
settlement of our fair share of tax arising on profits (£5.5m) and ongoing investment into normal capital expenditure together with property
improvements for our trading businesses (£5.0m) and was partially offset by strong overall cash generation from the Group’s operating businesses.
The Directors have considered the potential ongoing impact of heightened political tensions globally, and of continuing higher levels of interest rates
and inflation, and a summary of the implications is included in the Strategic Report. The Group is in a strong financial position with high cash balances,
moderate leverage, reasonable order intake and a solid future order book enabling it to navigate the continued uncertain global economic
environment. The Directors have planned for reasonably foreseeable worsening scenarios including a repetition of the same 13% reduction in orders in
2025 as happened after the first outbreak of Covid-19 in 2020, which would not cause any significant challenges to the Group’s continued existence.
The Directors, therefore, have a reasonable expectation that the Group has adequate resources to continue in operational existence for the
foreseeable future. In making this assessment the Directors have considered the period until the end of June 2026 and, therefore, continue to adopt
the going concern basis in preparing the Annual Report and Accounts.
Changes in accounting policies
At the date of approval of these consolidated financial statements, certain new standards, amendments and interpretations to existing standards
have been published but are not yet effective, and have not been adopted early by the Group including the following relevant standard:
IFRS 18, ‘Presentation and Disclosure in Financial Statements’ (effective date 1 January 2027) – The key new concepts introduced in IFRS 18 relate
to the structure of the statement of profit or loss; the required disclosures in the financial statements for “management-defined performance
measures”; and enhanced principles on aggregation and disaggregation.
Management currently anticipates that the above pronouncement will be adopted in the Group’s accounting policies for the first period beginning after
the effective date of the pronouncement and the Directors are still assessing the potential impact of this standard on the Group’s financial statements.
Consolidation
The consolidated financial statements include those of the parent company and its subsidiaries.
The Group uses the purchase method of accounting for the acquisition of a subsidiary. Acquisition consideration is measured at the fair value of
the consideration given, equity instruments issued and liabilities incurred or assumed at the date of exchange.
Business combination costs directly attributable to the acquisition are immediately written off through the Consolidated Statement of
Comprehensive Income. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured
initially at their fair values at the acquisition date irrespective of the extent of any non-controlling interest.
The parent company has taken the merger relief that is required by section 612 of the Companies Act 2006 in respect of the fair value of the
consideration received in excess of the nominal value of the equity shares issued in connection with the acquisition of Fire Testing Technology
Limited, UHV Design Limited, Scientifica Limited, Armfield Limited, Geotek Holding Limited, and Geotek Coring Limited.
Goodwill
Goodwill is the difference between the fair value of the consideration paid and the fair value of the net identifiable assets and liabilities acquired
in a business combination. Following recognition, it is not amortised; however, it is subject to impairment testing on an annual basis or more
frequently if circumstances indicate that the asset may have become impaired. Goodwill is allocated to cash-generating units for the purpose
of impairment testing.
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
71
Judges Scientific plc Annual report and accounts 2024
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2024
2. Summary of significant accounting policies continued
Revenue recognition
Revenue is measured by reference to the fair value of consideration received or receivable by the Group, excluding value added tax (or similar local
sales tax), in exchange for transferring the promised goods or services to the customer. The consideration is allocated to each separate performance
obligation that is identified in a sales contract, based on standalone selling prices. Sales of instruments and spares, and sales of services, such as
material service contracts, non-specialised installation and training, extended warranty, maintenance and service, contract testing, software
licences or consultancy, are assessed to be separate performance obligations.
Revenue is recognised when (or as) the Group satisfies the identified performance obligation. For sales of instruments, spares, installation, and one-off
services, the performance obligation is satisfied at a point in time; for revenue from other services, the performance obligation is satisfied over time.
As the period of time between payment and performance is less than one year, the Group does not adjust revenue for the effects of financing.
Revenue from sales of instruments and spares is recognised at the point at which the customer obtains control of the asset, which is deemed to be
the point at which risks and responsibilities for the goods pass to the customer as defined in the terms of the invoice, including incoterms. For sales
of instruments from overseas subsidiaries, the point at which the customer obtains control of the asset is deemed to be when the customer receives
the goods. Revenue from installations and one-off services is recognised at the point at which the installation or service is completed. For large,
complex instruments which require highly specialised installation, revenue from both the instrument and installation is recognised at the point at
which installation is completed.
Revenue from material service contracts is recognised when the contractual obligation to be on site is fulfilled and spread over the term of the
contract, based on the input cost method.
Revenue from extended warranty, maintenance and testing contracts and software licences is recognised rateably as the performance obligation
to the customer is satisfied.
Segment reporting
The Group’s activities are predominantly in or in support of the design and manufacture of scientific instruments. The Group operates two main
operating segments: Materials Sciences and Vacuum. No operating segments have been aggregated.
Operating segments are reported in a manner consistent with internal reporting provided to the Executive Directors, who are responsible for
allocating and assessing performance of operating segments, and who are considered to be the Chief Operating Decision Maker. Each segment’s
range of instruments has its individual requirements in terms of design, manufacture and marketing.
Intangible assets acquired as part of a business combination
An intangible asset acquired in a business combination is deemed to have a cost to the Group of its fair value at the acquisition date. The fair value of
the intangible asset reflects market expectations about the probability that the future economic benefits embodied in the asset will flow to the Group.
Amortisation charges are included as adjusting items in operating costs in the Consolidated Statement of Comprehensive Income. Amortisation is
provided at rates calculated to write off the cost of each intangible asset over its expected useful life, as follows:
Acquired customer relationships
Between three and five years
Acquired distribution agreements
Between two and five years
Acquired technology
Between five and seven years
Acquired sales order backlog
Upon recognition of the related revenue
Acquired brand and domain names
Five years
Research and development
Research and development expenditure is recognised in the Consolidated Statement of Comprehensive Income as an expense until it can be
demonstrated that the conditions for capitalisation under IAS 38 Intangible Assets apply.
The criteria for capitalisation include demonstration that the project is technically and commercially feasible, the Group has sufficient resources to
complete development and the asset will generate probable future economic benefit. Assets capitalised are amortised on a straight-line basis over
three years from the start of the commercial sales life.
Property, plant and equipment
Property, plant and equipment is stated at historical cost, less accumulated depreciation.
Depreciation is provided at annual rates calculated to write off the cost less residual value of each asset over its expected useful life (with the
exception of land which is held at cost and reviewed annually for impairment), within the following ranges:
Freehold buildings
fifty years (excluding the estimated cost of land)
Plant and machinery
seven years
Fixtures, fittings and equipment
Between three and ten years
Motor vehicles
Four years
Building improvements
Over the minimum term of the lease or ten years if the building is owned
Impairment testing of goodwill, other intangible assets, property, plant and equipment and right-of-use assets
For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are largely independent cash inflows
(cash‑generating units). As a result, some assets are tested individually for impairment and some are tested at cash-generating unit level.
Goodwill is allocated to those cash-generating units that are expected to benefit from synergies of the related business combination and
represent the lowest level within the Group at which management monitors goodwill.
Cash-generating units to which goodwill has been allocated are tested for impairment at least annually. All other individual assets or
cash‑generating units are tested whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
FINANCIAL STATEMENTS
72
Judges Scientific plc Annual report and accounts 2024
2. Summary of significant accounting policies continued
Impairment testing of goodwill, other intangible assets, property, plant and equipment and right-of-use assets continued
An impairment loss is recognised for the amount by which the asset’s or cash-generating unit’s carrying amount exceeds its recoverable amount.
The recoverable amount is the higher of fair value, reflecting market conditions less costs to sell, and value in use. Value in use is based on
estimated future cashflows from each cash-generating unit, discounted at a suitable rate in order to calculate the present value of those cashflows.
The data used for impairment testing procedures is directly linked to the Group’s latest approved budgets, Adjusted as necessary to exclude any
future restructuring to which the Group is not yet committed. Discount rates are determined individually for each cash-generating unit and reflect
their respective risk profiles as assessed by the Directors.
With the exception of goodwill, all assets are subsequently reassessed for indications that an impairment loss previously recognised may no longer
exist. Impairment charges are included in operating costs in the Consolidated Statement of Comprehensive Income.
Leases
Any contract entered into, which contains an identified asset, whose use the Group has the right to direct throughout the period of the lease, and
the right to obtain substantially all of the economic benefits from, is accounted for as a lease. At the lease commencement date, the Group
recognises a right-of-use leased asset and a right-of-use lease liability on the balance sheet. The lease liability is measured at the present value of
the total lease payments due, discounted using the interest rate implicit in the lease if readily available, or at the Group’s incremental borrowing
rate. The right-of-use asset is measured at cost, being the lease liability, plus any initial direct costs incurred by the Group, the present value of any
contractual provisions such as dilapidations, or lease payments made in advance of the commencement date.
Right-of-use assets are depreciated on a straight-line basis to the end of the lease term. The Group assesses the right-of-use asset for impairment
when such indicators exist.
The lease liability is repaid over the life of the lease, through the lease payments, which includes interest which is accrued monthly at the same rate
used to calculate the liability. Lease liabilities are remeasured to reflect any reassessment or modification of the lease – when the lease liability is
remeasured, the corresponding adjustment is reflected in the right-of-use leased asset, or in the Consolidated Statement of Comprehensive Income
if the asset is already reduced to zero.
The Group does not recognise an asset or liability when entering into a lease with a term of less than 12 months, in accordance with the exemption in IFRS 16.
Inventories
Inventories are recorded at the lower of cost and net realisable value. Costs of ordinarily interchangeable items are assigned using the first-in, first-out
cost formula. Cost includes materials, direct labour and an attributable proportion of manufacturing overheads based on normal levels of activity.
Taxation
Income tax on the profit or loss for the year comprises current and deferred tax. Income tax is recognised in profit or loss except to the extent that it
relates to items recognised directly in equity, in which case it is recognised in equity. Current tax is the expected tax payable on the taxable income
for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred taxes are calculated using the liability method on temporary differences. Deferred tax is generally provided on the difference between the
carrying amounts of assets and liabilities and their tax bases. However, deferred tax is not provided on the initial recognition of goodwill, nor on the
initial recognition of an asset or liability unless the related transaction is a business combination or affects tax or accounting profit. Deferred tax on
temporary differences associated with shares in subsidiaries is not provided if reversal of those temporary differences can be controlled by the
Group and it is probable that reversal will not occur in the foreseeable future. In addition, tax losses available to be carried forward as well as other
income tax credits to the Group are assessed for recognition as deferred tax assets.
Deferred tax liabilities are provided in full, with no discounting. Deferred tax assets are recognised to the extent that it is probable that the underlying
deductible temporary differences will be able to be offset against future taxable income. Current and deferred tax assets and liabilities are calculated at
tax rates that are expected to apply to their respective period of realisation, provided they are enacted or substantively enacted at the balance sheet date.
Share-based employee compensation
The Group operates equity-settled share-based compensation plans for remuneration of its Directors and employees.
All employee services received in exchange for the grant of any share-based compensation are measured at their fair values.
Share-based compensation is recognised as an expense in the Consolidated Statement of Comprehensive Income with a corresponding credit to
retained earnings. If vesting periods or other vesting conditions apply, the expense is allocated over the vesting period, based on the best available
estimate of the number of share options expected to vest. Non-market vesting conditions are included in assumptions about the number of share
options that are expected to become exercisable. Estimates are subsequently revised if there is any indication that the number of share options
expected to vest differs from previous estimates.
The proceeds received net of any directly attributable transaction costs are credited to share capital and share premium when the options are exercised.
Financial assets
Financial assets consist of cash and cash equivalents, trade and other receivables and derivatives.
Financial assets measured at amortised cost
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand and short-term deposits which are subject to an insignificant risk of changes in value.
Trade and other receivables
Trade receivables are recognised and carried at the original invoice amount less a provision for uncollectable amounts. An estimate of uncollectable
amounts is made on initial recognition of each receivable based on any future expected risk of non-collection. This estimate is updated should
collection of the amount become no longer probable. The Group uses historical experience and external information to determine the need for, and
quantum of, any such provision.
Financial assets measured at fair value
Interest rate swaps and foreign currency options are treated as derivative financial instruments and are accounted for at fair value through profit and loss.
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
73
Judges Scientific plc Annual report and accounts 2024
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2024
2. Summary of significant accounting policies continued
Financial liabilities
Derivatives are recorded at fair value through profit or loss. The fair value of derivative financial instruments is determined by reference to active
market transactions or using a valuation technique where no active market exists.
All financial liabilities with the exception of out-of-the-money interest rate swaps and foreign currency options are recorded at amortised cost
using the effective interest method, with interest-related charges recognised as an expense in finance cost in the Consolidated Statement of
Comprehensive Income.
These financial liabilities include trade and other payables, accruals and external borrowings, including bank loans and right-of-use lease liabilities.
Finance charges, including premiums payable on settlement or redemption and direct issue costs, are charged to the Consolidated Statement of
Comprehensive Income on an accruals basis using the effective interest method and are added to the carrying amount of the instrument to the
extent that they are not settled in the period in which they arise.
Interest rate swaps and foreign currency options are treated as derivative financial instruments and are accounted for at fair value through profit
and loss. Contingent acquisition consideration is also accounted for at fair value through profit and loss.
Employee benefits – Defined contribution plans
The Group operates defined contribution pension schemes for employees and Directors. The assets of the schemes are held by investment
managers separately from those of the Group. The contributions payable to these schemes are recorded in the Consolidated Statement of
Comprehensive Income in the accounting period to which they relate.
Employee benefits – Defined benefit plans
The Group operates a funded defined benefit scheme, where payments are made to trustee administered funds. The asset or liability recognised
in the Consolidated Balance Sheet is calculated as the present value of the defined benefit obligation less the fair value of the plan assets, as at
the balance sheet date. The Group only recognises an asset where the pension deed provides it the right to do so.
The defined benefit obligation is calculated at least triennially by independent actuaries using the projected unit credit method and is determined
by discounting the estimated future cash outflows using interest rates of high quality corporate bonds, matched to the currency in which the
benefits will be paid, and that have terms to maturity approximating to the terms of the related pension obligation. The retirement benefits
obligation net finance cost is the change during the year in the net defined benefit asset or liability due to the passage of time and is recognised
as an interest expense in the Consolidated Statement of Comprehensive Income. The interest rate is based on the yield on high quality corporate
bonds. Actuarial gains and losses arising from changes in actuarial assumptions and experience adjustments are recognised in the Consolidated
Statement of Comprehensive Income in the year in which they arise.
Foreign currencies
Transactions in foreign currencies are translated at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities in foreign
currencies are translated at the rates of exchange ruling at the balance sheet date. Exchange differences arising on the settlement of monetary
items or on translating monetary items at rates different from those at which they were initially recorded are recognised in the Consolidated
Statement of Comprehensive Income in the period in which they arise. In respect of overseas subsidiaries on consolidation, assets and liabilities
are translated at the closing rate and income and expenses are translated at the average rate over the reporting period. Exchange differences are
recorded in other comprehensive income.
Dividends
Final dividend distributions payable to equity shareholders are included in trade and other payables when the dividends are approved in general
meeting but not paid prior to the balance sheet date. Interim dividends are recognised in the period in which they are paid.
Equity
Other reserves include:
Capital redemption reserve
Capital redemption reserve represents amounts set aside from retained earnings on conversion of Convertible Redeemable shares equal to the
reduction then arising in the overall nominal value of share capital of all classes.
Merger reserve
Merger reserve represents the fair value of the consideration received in excess of the nominal value of equity shares issued in connection with
acquisitions where the Company has taken the merger relief that is required by section 612 of the Companies Act 2006.
Adjusting items
Adjusting items (and their related tax impact) are those which by their size or nature the Directors consider should be disclosed separately for
the purposes of presenting results and earnings per share figures so as to enable users of the financial statements to evaluate more effectively
the underlying operating performance of the Group. Amortisation of intangible assets recognised following an acquisition is excluded from the
underlying performance as these assets are not otherwise allowed to be recognised in the normal course of business. Acquisition costs are also
considered to be a cost outside of normal trading and are, therefore, presented separately. Movements in the fair value of future hedging is also
excluded from normal trading as the total cost of the hedge is recorded as a trading expense in the period to which the hedge relates. Share-based
payments have consistently been treated as non-trading costs as these are non-cash and equity related, together with any corporation tax benefit
arising from the exercise of share options. Normal costs of restructuring are treated as a trading expense and not as an adjusting item, as these are
considered to be a normal cost of doing business.
Provisions
Provisions are recognised when the Group has a present legal or constructive obligation as a result of a past event, it is likely that an outflow of
resource will be required to settle the obligation and that the amount of the probable outflow can be reasonably estimated. Where the Group expects
all or some of the obligation to be reimbursed, the reimbursement is recognised as a separate asset to the extent that it is virtually certain to be
reimbursed. The expense relating to any provision is presented in the Consolidated Statement of Comprehensive Income net of any reimbursement.
FINANCIAL STATEMENTS
74
Judges Scientific plc Annual report and accounts 2024
2. Summary of significant accounting policies continued
Provisions continued
Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the
year-end date. If material, provisions are determined by discounting the expected future cashflows using rates that reflect current market
assessments of the time value of money.
Use of key accounting estimates and judgements
Many of the amounts included in the consolidated financial statements involve the use of judgement and/or estimation. These judgements and
estimates are based on management’s best knowledge of the relevant facts and circumstances, having regard to prior experience, but actual results
may differ from the amounts included in the consolidated financial statements. Information about such judgements and estimation is contained in
the accounting policies and/or the notes to the consolidated financial statements and the key areas are summarised below.
Judgements in applying accounting policies
e Capitalisation of development costs: Expenditure incurred in the development of major new products is capitalised as internally generated
intangible assets only when it has been judged that strict criteria are met, specifically in relation to the products’ technical feasibility and
commercial viability (the ability to generate probable incremental future economic benefits for the Group). The assessment of technical
feasibility and future commercial viability of development projects requires significant judgement particularly around whether a product in
development will have a sufficient appeal to its niche market and also the level of marketplace competition. The amounts capitalised are
disclosed in note 14.
e Fair value assessment of business combination consideration: Following an acquisition the Group is required to determine the value of
contractual contingent consideration. The Directors will, therefore, estimate the expected performance of the acquired business and the amount
of contingent consideration that will, therefore, become payable. Additionally, where the value of such contingent consideration is material, the
contingent consideration will be discounted to reflect the time value of money and the consideration will, therefore, be recorded at its present
value at the date of the acquisition. Subsequently the discount will be unwound as the due date for payment approaches.
e Revenue recognition on material service contracts: Where the Company has a material service contract deliverable over a short-term period
(usually less than six months) it uses the input method in accordance with IFRS 15 to recognise revenue. This requires judgement in arriving at
the expected total cost and margin attributable to the project and then matching the revenue with the forecast total cost incurred to date.
Sources of estimation uncertainty
e Retirement benefits: Determining the value of the future defined benefit obligation involves significant estimates in respect of the assumptions
used to calculate present values. These include discount rates, future mortality and inflation. The Group uses previous experience and
independent actuarial advice to select the values for critical estimates. See note 3 for additional information.
e Carrying value of goodwill: In carrying out impairment reviews of goodwill, a number of significant assumptions have to be made when
preparing cashflow projections to determine the value in use of the asset or cash-generating unit (“CGU”). These include the future rate of
market growth, discount rates, the market demand for the products acquired and the future profitability of acquired businesses or products.
If actual results differ or changes in expectations arise, impairment charges may be required which may adversely impact the statutory results.
Further information can be found in note 13.
e Valuation of acquired intangible assets: Following an acquisition the Group is required to make an assessment to identify and value separable
intangible assets. The assumptions involved in valuing these intangible assets require the use of certain estimates. The estimates made in relation
to valuing acquired intangible assets include future growth rates, expected inflation and discount rates. Further estimates are made in relation to
the useful economic lives of the acquired intangible assets. Third party specialists are engaged to assist with this valuation. Further details on
intangible assets are disclosed in note 14.
e Fair value assessment of a business combination: Following an acquisition the Group makes an assessment of all assets and liabilities,
inclusive of making judgements on the identification of specific intangible assets which are recognised separately from goodwill. These include
items such as brand names and customer lists, to which value is first attributed at the time of acquisition. The valuation process for the intangible
assets requires a number of judgements to be made regarding future performance of an acquisition, together with other asset-specific factors.
In order to estimate the fair value of separately identifiable assets in business combinations certain judgements must be made about future
trading performance, royalty rates and customer attrition rates. Where acquisitions are significant, appropriate advice is sought from
professional advisors before making such allocations. The fair values of assets and liabilities acquired in business combinations are disclosed in
note 29 and the carrying values of separately identifiable intangible assets initially measured at fair value are disclosed in note 14.
3. Segmental analysis
For the year ended 31 December 2024
Note
Materials
Sciences
£m
Vacuum
£m
Head office
£m
Total
£m
Revenue
64.6
69.0
—
133.6
Adjusted operating costs
(51.6)
(50.5)
(3.6)
(105.7)
Adjusted operating profit
13.0
18.5
(3.6)
27.9
Adjusting items
4
(11.2)
Operating profit
16.7
Net interest expense
(3.7)
Profit before tax
13.0
Income tax charge
(2.2)
Profit for the year
10.8
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
75
Judges Scientific plc Annual report and accounts 2024
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2024
3. Segmental analysis continued
For the year ended 31 December 2023
Note
Materials
Sciences
£m
Vacuum
£m
Head office
£m
Total
£m
Revenue
72.5
63.6
—
136.1
Operating costs
(51.9)
(45.0)
(4.4)
(101.3)
Adjusted operating profit
20.6
18.6
(4.4)
34.8
Adjusting items
4
(13.2)
Operating profit
21.6
Net interest expense
(8.2)
Profit before tax
13.4
Income tax charge
(3.5)
Profit for the year
9.9
Head office items relate to the Group’s head office costs.
Segment assets and liabilities
At 31 December 2024
Materials
Sciences
£m
Vacuum
£m
Head office
£m
Total
£m
Assets
57.0
52.1
96.0
205.1
Liabilities
(28.7)
(13.9)
(75.3)
(117.9)
Net assets
28.3
38.2
20.7
87.2
Capital expenditure
1.9
3.1
—
5.0
Depreciation of property, plant and equipment
1.3
1.1
—
2.4
Depreciation of right-of-use leased assets
0.9
0.3
0.1
1.3
Amortisation of acquired intangible assets
8.0
1.2
—
9.2
Amortisation of internally generated intangible assets
0.3
0.6
—
0.9
At 31 December 2023
Materials
Sciences
£m
Vacuum
£m
Head office
£m
Total
£m
Assets
52.8
41.6
89.1
183.5
Liabilities
(24.1)
(13.1)
(63.7)
(100.9)
Net assets
28.7
28.5
25.4
82.6
Capital expenditure
2.2
2.5
—
4.7
Depreciation of property, plant and equipment
1.1
0.7
0.1
1.9
Depreciation of right-of-use leased assets
0.9
0.4
—
1.3
Amortisation of acquired intangible assets
11.1
0.7
—
11.8
Amortisation of internally generated intangible assets
0.1
0.3
—
0.4
Head office items include borrowings, intangible assets and goodwill arising on acquisition, deferred tax, defined benefit obligations and parent
company net assets.
Analysis of revenue and non-current assets by geographical areas
Revenue
Non-current assets
Geographic analysis
Year to
31 December
2024
£m
Year to
31 December
2023
£m
Year to
31 December
2024
£m
Year to
31 December
2023
£m
UK (domicile)
17.8
14.7
128.2
117.3
Rest of Europe
36.5
33.7
—
—
North America
32.9
37.9
0.6
0.8
China/Hong Kong
13.6
18.4
—
—
Rest of the World
32.8
31.4
0.1
0.1
133.6
136.1
128.9
118.2
Segmental revenue is presented on the basis of the destination of the goods where known; otherwise the geographical location of customers is utilised.
FINANCIAL STATEMENTS
76
Judges Scientific plc Annual report and accounts 2024
3. Segmental analysis continued
Analysis of revenue by performance obligation
2024
£m
2023
£m
Sale of goods, recognised at a point in time
117.2
117.0
Sale of services, recognised at a point in time
4.8
4.3
Sale of services, recognised over time
11.6
14.8
133.6
136.1
No customer makes up more than 10% of the Group’s revenues.
4. Adjusting items
2024
£m
2023
£m
Amortisation of acquired intangible assets
9.2
11.8
Financial instruments measured at fair value: hedging contracts
0.1
—
Share-based payments (note 26)
1.3
1.2
Retirement benefits obligation costs
0.3
—
Employment taxes arising from share-based payments
—
—
Acquisition costs
0.3
0.2
Total adjusting items in operating profit
11.2
13.2
Fair value movement on contingent consideration
0.1
4.0
Retirement benefits obligation net interest income (note 30)
(0.1)
(0.1)
Financial instruments measured at fair value: interest rate swaps (note 24)
0.1
1.2
Total adjusting items
11.3
18.3
Taxation
(2.9)
(3.4)
Total adjusting items net of tax
8.4
14.9
Attributable to:
Owners of the parent
8.4
14.9
Non-controlling interest
—
—
8.4
14.9
5. Operating costs
2024
£m
2023
£m
Raw materials and consumables
41.6
41.3
Staff costs
43.3
40.0
Other external charges
16.2
16.4
Depreciation of property, plant and equipment
2.4
1.9
Depreciation of right-of-use leased assets
1.3
1.3
Amortisation of internally generated intangible assets
0.9
0.4
Other operating costs, excluding adjusting items
105.7
101.3
Amortisation of acquired intangible assets
9.2
11.8
Financial instruments: hedging contracts
0.1
—
Share-based payments
1.3
1.2
Retirement benefits obligation costs
0.3
—
Employment taxes arising from share-based payments
—
—
Acquisition costs
0.3
0.2
Total operating costs
116.9
114.5
Research and development expenditure totalled £8.4m (2023: £6.8m), of which £1.4m (2023: £1.2m) was capitalised in the year.
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
77
Judges Scientific plc Annual report and accounts 2024
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2024
6. Employees
Employment costs
2024
£m
2023
£m
Wages and salaries
38.3
35.9
Social security costs
3.5
3.1
Defined contribution pension costs
2.4
1.7
Capitalised development costs
(0.9)
(0.7)
43.3
40.0
Share-based payments
1.3
1.2
44.6
41.2
Average number of employees
2024
No.
2023
No.
By function:
Manufacturing
413
381
Sales and administration
364
333
777
714
By operating segment:
Materials Sciences
393
375
Vacuum
365
322
Head office (includes Non-Executive Directors in both years)
19
17
777
714
7. Remuneration of key senior management
2024
£m
2023
£m
Short-term employee benefits:
Salaries including bonuses and social security costs
3.9
3.9
Share-based payments
1.1
1.0
Company car allowance and other benefits
0.1
0.1
Total short-term employee benefits
5.1
5.0
Post-employment benefits:
Defined contribution pension plans
0.2
0.2
Total post-employment benefits
0.2
0.2
5.3
5.2
Key management personnel comprise Directors of the parent company and the Managing Directors of the principal operating companies and
totalled 29 (2023: 26).
Remuneration of Directors is disclosed in the Remuneration Report on pages 52 to 55 and in the parent company note 13.
8. Operating profit
2024
£m
2023
£m
Operating profit is stated after charging:
Fees payable to the Company’s auditor:
for the audit of the Company’s annual accounts
0.3
0.2
Fees payable to the Company’s auditor for other services:
for the audit of the Company’s subsidiaries, pursuant to legislation
0.6
0.5
for audit-related assurance services
—
—
for non-audit services
—
—
Depreciation of property, plant and equipment
2.4
1.9
Depreciation of right-of-use fixed assets
1.3
1.3
Amortisation of internally generated intangible assets
0.9
0.4
Amortisation of acquired intangible assets
9.2
11.8
FINANCIAL STATEMENTS
78
Judges Scientific plc Annual report and accounts 2024
9. Interest income and expense
2024
£m
2023
£m
Interest income – short-term bank deposits
0.3
0.3
Interest expense – bank loans
(3.5)
(3.0)
Interest expense – payable on right-of-use lease liabilities
(0.4)
(0.4)
Interest expense before adjusting items
(3.9)
(3.4)
Net interest expense before adjusting items
(3.6)
(3.1)
Retirement benefits obligation net finance income
0.1
0.1
Fair value movement on contingent consideration
(0.1)
(4.0)
Financial instruments measured at fair value: hedging contracts
(0.1)
(1.2)
Net interest expense
(3.7)
(8.2)
10. Taxation charge/(credit)
2024
£m
2023
£m
Current tax
Current year charge
3.7
5.0
Adjustment in respect of prior years
(1.3)
(1.0)
Foreign tax suffered
0.5
1.1
Total current tax
2.9
5.1
Deferred tax – origination and reversal of temporary differences:
Current year credit
(1.6)
(2.1)
Adjustment in respect of prior years
0.9
0.5
Total deferred tax
(0.7)
(1.6)
Total net taxation charge
2.2
3.5
The net taxation charge is analysed as follows:
Tax on profit for the year – current year
2.6
4.0
Tax on profit for the year – prior years
(0.4)
(0.5)
Total net taxation charge
2.2
3.5
The adjustments in respect of prior years primarily represent claims for capital allowances (2023: claims for UK Research and Development tax
credits).
Factors affecting the tax charge for the year:
Profit before tax
13.0
13.4
Profit before tax multiplied by standard rate of UK corporation tax of 25% (2023: 23.52%)
3.2
3.2
Share options
(0.3)
(0.3)
Provisions and expenditure not deductible for tax purposes
0.1
0.9
Patent box deduction
(0.2)
—
Recognition of previously unrecognised deferred tax
(0.3)
—
Overseas tax
0.1
0.2
Adjustment in respect of prior years
(0.4)
(0.5)
Total net taxation charge
2.2
3.5
The Finance Act 2021, which was effective from 1 April 2023, increased the corporation tax rate from 19% to 25%. The effective rate for the year
ended 31 December 2024 is 25%, which has been applied when calculating current tax (2023: 23.5%). The 25% rate has been applied when
calculating deferred tax at the year end (2023: 25%).
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
79
Judges Scientific plc Annual report and accounts 2024
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2024
11. Dividends
2024
2023
Pence per share
£m
Pence per share
£m
Final dividend for the previous year
68.0
4.5
59.0
3.9
Interim dividend for the current year
29.7
2.0
27.0
1.8
Total final and interim dividend
97.7
6.5
86.0
5.7
The Directors will propose a final dividend of 74.8p per share, amounting to £5.0m, for payment on 11 July 2025. As the final dividend remains conditional
on shareholders’ approval at the Annual General Meeting, provision has not been made for this dividend in these consolidated financial statements.
12. Earnings per share
Note
2024
£m
2023
£m
Profit attributable to owners of the parent
Adjusted profit
18.8
24.4
Adjusting items
4
(8.4)
(14.9)
Profit for the year
10.4
9.5
Pence
Pence
Earnings per share – Adjusted
Basic
283.4
374.6
Diluted
278.7
368.5
Earnings per share – total
Basic
156.7
145.8
Diluted
154.2
143.5
Note
Number
Number
Issued Ordinary shares at the start of the year
6,615,717
6,369,746
Movement in Ordinary shares during the year
25
26,767
245,971
Issued Ordinary shares at the end of the year
6,642,484
6,615,717
Weighted average number of shares in issue
6,634,863
6,514,028
Dilutive effect of share options
111,655
106,816
Weighted average Ordinary shares in issue on a diluted basis
6,746,518
6,620,844
Adjusted basic earnings per share is calculated on the Adjusted profit, which excludes any adjusting items, attributable to the Company’s
shareholders divided by the weighted average number of shares in issue during the year.
Adjusted diluted earnings per share is calculated on the Adjusted basic earnings per share, Adjusted to allow for the issue of Ordinary shares on the
assumed conversion of all dilutive share options and any other dilutive potential Ordinary shares. The calculation is based on the treasury method
prescribed in IAS 33. This calculates the theoretical number of shares that could be purchased at the average middle market price in the period out
of the proceeds of the notional exercise of outstanding options. The difference between this theoretical number and the actual number of shares
under option is deemed liable to be issued at nil value and represents the dilution.
Total earnings per share is calculated as above whilst substituting total profit for Adjusted profit.
13. Goodwill
2024
£m
2023
£m
Cost
1 January
54.8
53.6
Acquisitions (note 29)
5.6
1.2
31 December
60.4
54.8
£47.5m of goodwill resides in the Materials Sciences segment (including £34.9m relating to Geotek) (2023: £45.7m) and £12.9m resides in the Vacuum
segment (2023: £9.1m). There are 9 CGUs within the Materials Sciences segment and 11 within the Vacuum segment. Goodwill is tested annually for
impairment by reference to the value in use of each of the relevant cash-generating units it is allocated to and aggregated for disclosure purposes into
the respective operating segments. The value in use is calculated on the basis of projected cashflows for five years together with the terminal value at
the end of the five years, which is computed by reference to projected year six cashflows and discounted. There was no requirement for any impairment
provision at 31 December 2024 (2023: £nil). The key assumptions in determining the value in use are:
FINANCIAL STATEMENTS
80
Judges Scientific plc Annual report and accounts 2024
13. Goodwill continued
Revenue and margins: These are derived from the detailed 2025 budgets which are built up with reference to markets and product categories with
projected 6% medium-term growth factors (2023: 6%). Projected margins reflect historical performance and the expected impact of efforts to
improve operational efficiency.
Discount rate: Cashflows are discounted using a pre-tax discount rate of 15.5%-16.3% (2023: 16.5%-17.0%) per annum, calculated by reference
to year-end data on equity values and interest, dividend and tax rates.
Long-term growth rates: 2.5% long-term growth rate takes into account both UK and overseas industry growth expectations (2023: 2.1%).
The long-term growth rate is consistent for all cash-generating units on the basis that the businesses operate in similar markets and are exposed
to similar risks.
The Directors have considered the sensitivity of the key assumptions, including the discount rate and medium-term growth rates, and have
concluded that any possible changes that may be reasonably contemplated in these key assumptions would not result in the value in use falling
below the carrying value of goodwill, given the amount of headroom available, and the conservative nature of the assumptions.
14. Other intangible assets
Internally
generated
development
costs
£m
Acquired
distribution
agreements
£m
Acquired
technology
£m
Acquired
sales order
backlog
£m
Acquired
brand and
domain
names
£m
Acquired
customer
relationships
£m
Total
£m
Cost
1 January 2023
2.2
3.8
35.4
10.8
15.4
27.8
95.4
Acquisitions (note 29)
—
—
1.3
0.2
—
0.7
2.2
Additions
1.2
—
—
—
—
—
1.2
31 December 2023
3.4
3.8
36.7
11.0
15.4
28.5
98.8
Acquisitions (note 29)
—
—
6.8
0.3
1.1
1.6
9.8
Additions
1.4
—
—
—
—
—
1.4
31 December 2024
4.8
3.8
43.5
11.3
16.5
30.1
110.0
Amortisation
1 January 2023
0.1
3.8
13.3
7.6
13.3
12.9
51.0
Charge for the year
0.4
—
4.0
3.4
0.6
3.8
12.2
31 December 2023
0.5
3.8
17.3
11.0
13.9
16.7
63.2
Charge for the year
0.9
—
4.5
0.2
0.7
3.8
10.1
31 December 2024
1.4
3.8
21.8
11.2
14.6
20.5
73.3
Net book value – 31 December 2024
3.4
—
21.7
0.1
1.9
9.6
36.7
Net book value 31 – December 2023
2.9
—
19.4
—
1.5
11.8
35.6
Net book value 31 – December 2022
2.1
—
22.1
3.2
2.1
14.9
44.4
The key assumptions in valuing the acquired intangible assets of technology and customer relationships at the date of acquisition are:
Discount rate: Cashflows are discounted using a pre-tax discount rate ranging between 16% to 20% per annum (2023: 16% to 17%).
Long-term growth rates: 2–2.9% long-term revenue growth rate takes into account both UK and overseas markets and 3% cost growth to maintain
margin which broadly aligns with long-term inflation.
Included in the above is Geotek customer relationships and acquired technology with net book value of £7.9m and £14.3m respectively
(2023: £11.2m and £17.5m) and £4.3m for acquired technology in Teer Coatings.
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
81
Judges Scientific plc Annual report and accounts 2024
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2024
15. Property, plant and equipment
Freehold land
and buildings
£m
Plant and
machinery
£m
Fixtures,
fittings and
equipment
£m
Motor
vehicles
£m
Leasehold
improvements
£m
Total
£m
Cost
1 January 2023
10.6
5.1
4.1
0.2
1.4
21.4
Additions
1.8
1.1
0.8
—
1.0
4.7
Acquisitions
—
—
—
—
—
—
Transfers
—
1.1
—
—
—
1.1
Disposals
—
(0.2)
—
(0.1)
(0.4)
(0.7)
31 December 2023
12.4
7.1
4.9
0.1
2.0
26.5
Additions
1.4
1.4
1.0
—
0.1
3.9
Acquisitions (note 29)
1.9
1.8
—
—
0.1
3.8
Transfers
—
1.3
(0.1)
—
(0.1)
1.1
Disposals
—
(0.5)
(1.0)
—
—
(1.5)
31 December 2024
15.7
11.1
4.8
0.1
2.1
33.8
Accumulated depreciation
1 January 2023
0.8
1.6
2.2
0.1
0.8
5.5
Charge for the year
0.2
0.9
0.7
—
0.1
1.9
Disposals
—
(0.2)
—
(0.1)
(0.4)
(0.7)
31 December 2023
1.0
2.3
2.9
—
0.5
6.7
Charge for the year
0.2
1.0
0.8
0.1
0.3
2.4
Transfers
—
—
—
—
—
—
Disposals
—
(0.5)
(1.0)
—
—
(1.5)
31 December 2024
1.2
2.8
2.7
0.1
0.8
7.6
Net book value – 31 December 2024
14.5
8.3
2.1
—
1.3
26.2
Net book value – 31 December 2023
11.4
4.8
2.0
0.1
1.5
19.8
Net book value – 31 December 2022
9.8
3.5
1.9
0.1
0.6
15.9
Included in Freehold land and buildings is land held at cost of £2.0m including £0.5m (2023: £1.5m including £nil) acquired during the year.
During the year there was no impairment to this value (2023: £nil).
Transfers relates to stock reclassified to fixed assets due to its use in generating services revenue.
FINANCIAL STATEMENTS
82
Judges Scientific plc Annual report and accounts 2024
16. Right-of-use leased assets
Plant and
machinery
£m
Fixtures,
fittings and
equipment
£m
Motor
vehicles
£m
Property
£m
Total
£m
Cost
1 January 2023
0.2
0.1
0.2
6.3
6.8
New leases
—
—
—
3.8
3.8
Exit from leases
—
—
—
(0.8)
(0.8)
31 December 2023
0.2
0.1
0.2
9.3
9.8
New leases
—
0.1
0.1
—
0.2
Lease assets acquired on acquisition (note 29)
—
—
—
0.1
0.1
Remeasurement of lease assets
—
—
—
0.1
0.1
Exit from leases
(0.1)
(0.1)
—
(0.1)
(0.3)
31 December 2024
0.1
0.1
0.3
9.4
9.9
Accumulated depreciation
1 January 2023
—
—
0.1
2.5
2.6
Charge for the year
0.1
—
—
1.2
1.3
Exit from leases
—
—
—
(0.7)
(0.7)
31 December 2023
0.1
—
0.1
3.0
3.2
Charge for the year
0.1
—
0.1
1.1
1.3
Exit from leases
(0.1)
—
—
(0.1)
(0.2)
31 December 2024
0.1
—
0.2
4.0
4.3
Net book value – 31 December 2024
—
0.1
0.1
5.4
5.6
Net book value – 31 December 2023
0.1
0.1
0.1
6.3
6.6
Net book value – 31 December 2022
0.2
0.1
0.1
3.8
4.2
Right-of-use lease liabilities are disclosed in note 23.
New lease agreements in the year have been valued using a discount rate in the range of 8–9% (2023: 8-9%).
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
83
Judges Scientific plc Annual report and accounts 2024
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2024
17. Deferred tax
Deferred tax balances are presented in the balance sheet as follows:
2024
£m
2023
£m
Net deferred tax liabilities
(10.0)
(8.0)
Deferred tax balances have been presented on a net basis on the balance sheet where the amounts relate to the same tax jurisdiction and the
Group intends to settle the balances on a net basis. Deferred tax assets and liabilities are split as follows:
2024
£m
2023
£m
Assets
1 January
2.5
2.4
Acquisitions in the year (note 29)
—
—
Adjustments in respect of prior years
0.3
(0.1)
Credit to the Consolidated Statement of Comprehensive Income in the year
0.3
0.3
Charge to equity in the year
(0.6)
(0.1)
31 December
2.5
2.5
Deferred tax balances relate to temporary differences as follows:
Provisions allowable for tax in subsequent periods
0.2
—
Tax losses
0.3
—
Share options
2.0
2.5
2.5
2.5
Liabilities
1 January
10.5
11.4
Acquisitions in the year (note 29)
2.5
0.5
Adjustments in respect of prior years
1.2
0.4
Movement in other comprehensive income – retirement benefits actuarial loss
(0.4)
—
Credit to the Consolidated Statement of Comprehensive Income in the year
(1.3)
(1.8)
31 December
12.5
10.5
Deferred tax balances relate to temporary differences as follows:
Accelerated capital allowances
4.2
2.0
Defined benefit obligation
—
0.3
Intangible assets
8.3
8.2
12.5
10.5
The Finance Act 2021, which was effective from 1 April 2023, increased the corporation tax rate from 19% to 25%. The 25% rate has been applied
when calculating deferred tax at the year end (2023: 25%).
18. Inventories
2024
£m
2023
£m
Raw materials
16.8
18.5
Work in progress
5.6
3.7
Finished goods
5.7
4.3
28.1
26.5
In 2024, a total of £41.6m of inventories was included in the Consolidated Statement of Comprehensive Income as an expense (2023: £41.3m).
This includes an amount of £0.6m (2023: £0.1m) resulting from write-downs of inventories and an amount of £0.3m (2023: £nil) which is the
reversal of previous write-downs. All Group inventories form part of the assets pledged as security in respect of bank loans.
FINANCIAL STATEMENTS
84
Judges Scientific plc Annual report and accounts 2024
19. Trade and other receivables – current
2024
£m
2023
£m
Trade receivables
22.1
18.7
Other receivables
2.8
2.8
Accrued income
1.0
—
Interest rate swap receivable
1.1
1.1
Prepayments
3.2
2.5
30.2
25.1
The fair value of receivables approximates to their carrying value. All trade and other receivables have been reviewed for expected credit losses with
no significant provision being required as the Group has not experienced significant loss via unpaid overdue receivables. The interest rate swap
balance is further detailed in note 24. Included in other receivables is VAT recoverable of £0.6m (2023: £1.3m).
Trade receivables which were past due at the balance sheet date are analysed as follows:
2024
£m
2023
£m
Not more than three months
4.3
4.2
More than three months but not more than six months
0.6
1.1
More than six months but not more than twelve months
1.1
0.6
Greater than one year
0.4
0.6
6.4
6.5
20. Trade and other payables – current
2024
£m
2023
£m
Trade payables
7.3
7.2
Social security and other taxes
1.1
2.6
Other payables
2.1
1.7
Accruals and payments-on-account
19.4
13.1
29.9
24.6
The fair value of trade and other payables approximates to their carrying value. Payments-on-account, which relate to receipts from customers for
instruments in advance of their shipment or for future contracted services, amount to £15.7m (2023: £7.7m). All such payments-on-account are
expected to be recognised as revenue within 12 months and £7.7m of the opening payments-on-account balance has been included in revenue in
2024 (£9.4m of the opening balances included in revenue in 2023).
21. Provisions
Warranties
£m
Dilapidations
£m
Total
£m
Balance as at 1 January 2024*
0.4
0.4
0.8
Provisions made during the year
0.5
0.1
0.6
Provisions acquired through acquisitions
0.1
—
0.1
Balance as at 31 December 2024
1.0
0.5
1.5
Amounts falling due before one year
1.0
—
1.0
Amounts falling due after more than one year
—
0.5
0.5
* Provisions at 1 January 2024 were held within accruals.
Warranty provisions
Product warranty provisions reflect commitments made to customers on the sale of goods in the ordinary course of business and included within
the Group companies’ standard terms and conditions. Warranty commitments typically apply for a 12-month period. The provision represents the
Directors’ best estimate of the Group’s liability based on past experience.
Dilapidations
Dilapidations relate to the estimated cost of returning a leasehold property to its original state at the end of the lease in accordance with the lease terms.
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
85
Judges Scientific plc Annual report and accounts 2024
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2024
22. Borrowings
2024
£m
2023
£m
Current
Bank loans
—
6.2
—
6.2
Non-current
Bank loans
67.6
52.2
67.6
52.2
The movement in borrowings over the year was as follows:
2024
£m
2023
£m
At 1 January
58.4
55.6
Proceeds from drawdown of loans
17.3
12.0
Repayment of loans
(8.1)
(9.2)
Interest payable – non-cash
3.5
3.0
Interest paid – cash
(3.5)
(3.0)
At 31 December
67.6
58.4
Amendment and Extension to Facilities
On 1 July 2024, the Group entered into an amendment and extension of the Group’s existing multi-bank facility (“Facility”) with Lloyds Banking
Group plc, Santander and Bank of Ireland (the “Banks”). The changes to the Group’s Facility are as follows:
e £40m extension of the aggregate to £140m consisting of a £90m revolving credit facility ("RCF") alongside a £50m uncommitted accordion
facility, which can be drawn with the agreement of the Banks. This replaces the previous £100m facility which consisted of a £25m term loan
("Term Loan"), a committed £55m RCF and a £20m uncommitted accordion.
e The Facility has been extended by two years giving a four year term running to 1 July 2028 ("Borrowing Term").
The RCF is repayable in a bullet at the end of the Borrowing Term, with an option to prepay at any point during the term. Interest rates remain
as SONIA plus a margin dependent on the Group’s leverage.
The banking covenants remain as:
e Gearing no greater than three times Adjusted EBITDA*; and
e Interest Cover no less than three times.
* Adjusted EBITDA (earnings before interest, tax, depreciation and amortisation) excludes adjusting items relating to amortisation of acquired intangible assets, acquisition-related
costs, share based payments and hedging of risks materialising after the end of the year.
The Banks have a fixed and floating charge over the Group’s UK assets and the Group was in compliance with the above covenants throughout the year.
During 2024, loans were drawn down in order to finance the 2024 acquisitions (2023: £12.0m drawn down). As at 31 December 2024, the Group’s
outstanding loans were as follows:
e the Term Loan was £nil (2023: £14.1m);
e the committed RCF was £67.6m drawn (2023: £44.3m); and
e the accordion remained uncommitted and undrawn.
Borrowings mature as follows:
31 December 2024
£m
Repayable in less than six months
—
Repayable in months seven to twelve
—
Current portion of long-term borrowings
—
Repayable in years one to five
81.0
Total borrowings
81.0
Less: interest included above
(13.4)
Less: cash and cash equivalents
(17.9)
Add: right-of-use lease liabilities
6.0
Statutory net debt
55.7
Less: right-of-use lease liabilities
(6.0)
Add: accrued acquisition consideration payable
2.0
Adjusted net debt
51.7
FINANCIAL STATEMENTS
86
Judges Scientific plc Annual report and accounts 2024
22. Borrowings continued
Amendment and Extension to Facilities continued
31 December 2023
Bank loans
£m
Repayable in less than six months
4.6
Repayable in months seven to twelve
4.6
Current portion of long-term borrowings
9.2
Repayable in years one to five
55.9
Total borrowings
65.1
Less: interest included above
(6.7)
Less: cash and cash equivalents
(13.7)
Add: right-of-use lease liabilities
6.9
Statutory net debt
51.6
Less: right-of-use lease liabilities
(6.9)
Add: accrued acquisition consideration payable
0.4
Adjusted net debt
45.1
23. Right-of-use lease liabilities
The majority of the Group’s right-of-use liabilities related to medium-term property leases, measured to the end of the agreed lease term,
irrespective of any break clauses therein. The movement in the right-of-use lease liabilities over the year was as follows:
2024
£m
2023
£m
At 1 January
6.9
4.3
New leases (note 16)
0.2
3.8
Remeasurement of lease liabilities
0.1
—
Lease liabilities acquired on acquisition (note 29)
0.1
—
Interest payable (note 9)
0.4
0.4
Repayments of lease liabilities
(1.7)
(1.6)
At 31 December
6.0
6.9
Right-of-use lease assets are disclosed in note 16.
Lease liabilities mature as follows:
2024
£m
2023
£m
Minimum right-of-use lease liabilities falling due
Within one year – land and property
1.6
1.5
Within one year – vehicles
—
—
Within one year – plant and machinery
—
0.1
Within one year – fixtures, fittings and equipment
—
—
1.6
1.6
Between one and five years – land and property
4.2
4.7
Between one and five years – vehicles
—
—
Between one and five years – plant and machinery
0.1
0.1
Between one and five years – fixtures, fittings and equipment
—
—
4.3
4.8
Greater than five years – land and property
1.3
2.0
Total commitment
7.2
8.4
Less: finance charges included above
(1.2)
(1.5)
Net present value of lease liabilities
6.0
6.9
Current
1.2
1.2
Non-current
4.8
5.7
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
87
Judges Scientific plc Annual report and accounts 2024
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2024
24. Financial instruments
The Group’s policies on treasury management, capital management objectives and financial instruments are given in the Directors’ Report
commencing on page 56.
Fair value of derivative financial instruments
The Group enters into derivative financial instruments in order to manage its interest rate and foreign currency exposure. The principal derivatives
used include foreign currency options and interest rate swaps. Material changes in the carrying values of these instruments are recognised in the
Consolidated Statement of Comprehensive Income in the periods in which the changes arise. Such recognition is treated as an adjusting item in
the Consolidated Statement of Comprehensive Income where the foreign currency hedge was entered into in order to protect profits in later
accounting periods, or if there is a gain or loss on the value of the interest rate swap. In such cases, the charge or credit will be reversed out of
adjusting items in the accounting period for which the hedge was intended and will be shown in results before adjusting items. All financial
instruments denominated in foreign currencies are translated at the rate of exchange ruling at the balance sheet date. The Directors believe that
there is no material difference between the book value and fair value of all financial instruments.
Borrowing facilities
Financial instruments include the borrowings set out in note 22. The Group has a committed revolving credit facility and an uncommitted accordion.
Trade and other payables, accruals, and provisions
All amounts excluding provisions are short term (all payable within six months); however, all their carrying values are considered reasonable
approximations of fair value.
Right-of-use lease liabilities
Right-of-use lease liabilities reflect the present value of the contracted lease liabilities. See note 23 for further details.
Fair value hierarchy
The fair value hierarchy has the following levels:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices)
or indirectly (i.e. derived from prices).
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The interest rate swaps and foreign currency hedges (level 2) are measured at fair value, calculated as the present value of the estimated future
cashflows based on observable yield curves.
FINANCIAL STATEMENTS
88
Judges Scientific plc Annual report and accounts 2024
24. Financial instruments continued
Fair value hierarchy continued
2024
£m
2023
£m
Summary of financial assets and financial liabilities by category
Financial assets – amortised cost
Trade and other receivables and accrued income
25.3
20.2
Cash and cash equivalents
17.9
13.7
Financial assets – fair value
Derivative financial instruments
1.1
1.1
Total financial assets
44.3
35.0
Financial liabilities – amortised cost
Trade payables
(7.3)
(7.2)
Accruals
(3.6)
(5.4)
Provisions
(1.5)
—
Other payables
(2.1)
(1.7)
Right-of-use lease liabilities – current
(1.2)
(1.2)
Right-of-use lease liabilities – non-current
(4.8)
(5.7)
Borrowings – current
—
(6.2)
Borrowings – non-current
(67.6)
(52.2)
Financial liabilities – fair value
Payables relating to acquisitions
(2.0)
(0.5)
Total financial liabilities
(90.1)
(80.1)
Net financial liabilities
(45.8)
(45.1)
Non-financial assets and liabilities
Goodwill
60.4
54.8
Other intangible assets
36.7
35.6
Property, plant and equipment
26.2
19.8
Right-of-use leased assets
5.6
6.6
Retirement benefit surplus
—
1.4
Inventories
28.1
26.5
Prepayments
3.2
2.5
Social security and other taxes – VAT
0.6
1.3
Social security and other taxes – other
(1.1)
(2.6)
Payments-on-account
(15.8)
(7.7)
Current tax payable
(0.9)
(2.5)
Deferred tax liabilities
(10.0)
(8.0)
133.0
127.7
Total equity
87.2
82.6
Trade and other receivables are denominated in the following currencies:
2024
£m
2023
£m
Sterling
14.8
13.2
US Dollars
6.8
5.5
Euros
2.6
1.3
Other
1.1
0.2
25.3
20.2
Financial assets
The Group’s financial assets held at amortised cost (which are summarised above) comprise cash and cash equivalents and trade and other receivables.
The amount derived from these assets and included as interest income in the Consolidated Statement of Comprehensive Income is £0.3m
(2023: £0.3m) (see note 9).
Cash and cash equivalents are principally denominated in Sterling and earn interest at floating rates.
Interest expense from financial assets held at fair value through profit or loss (in-the-money derivatives) totalled £0.1m (2023: expense of £1.2m).
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
89
Judges Scientific plc Annual report and accounts 2024
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2024
24. Financial instruments continued
Financial liabilities
The Group’s principal financial liabilities held at amortised cost are bank loans, trade and other payables, provisions and accruals. The Group also
holds interest rate swaps and foreign currency forward contracts and options.
The costs attributable to these liabilities and included as interest expense in the Consolidated Statement of Comprehensive Income amounted to
£3.9m (2023: £3.4m) (see note 9).
Finance expense arising from financial liabilities held at fair value through profit or loss, being contingent acquisition consideration, totalled £0.1m
(2023: £4.0m).
Following the amendment and extension of the Group’s existing multi-bank facility in July 2024 (see note 22), the Group entered into further
interest rate swaps, in addition to those already entered into following the Group’s refinancing in 2022, over the significant majority of its
unhedged debt at that time. The swaps fixed the element of floating SONIA rate debt for fixed rates ranging between 2.86% and 3.88% for the
remainder of the term of the Group’s bank facilities. Part of the amount of the swaps reduces in step with the original quarterly repayments on the
Group’s Term Loan prior to its repayment.
25. Share capital and share premium
Share capital
2024
£m
2023
£m
Allotted, called up and fully paid – Ordinary shares of 5p each
1 January: 6,615,717 shares (2023: 6,369,746 shares)
0.3
0.3
Exercise of share options: 26,767 shares (2023: 15,830 shares)
—
—
Issue of shares as settlement of acquisition costs: nil shares (2023: 2,278 shares)
—
—
Issue of shares as settlement of earn-out: nil shares (2023: 227,863 shares)
—
—
31 December: 6,642,484 shares (2023: 6,615,717 shares)
0.3
0.3
Allotments of Ordinary shares in 2024 were made to satisfy the exercise of 26,767 share options in aggregate on 14 occasions during the year when the
share price was within the range 8625p to 11925p (2023: exercise of 15,830 share options when the share price was within the range 7910p to 9800p).
Throughout 2024, the Group continued to award a free “matching share” under the Judges Scientific plc Share Incentive Plan for every share
purchased. This is currently set at a maximum value of £900 per employee per tax year. During 2024, an average of 288 employees participated in
the scheme each month (2023: 260 employees), purchasing 5,205 shares in total, including matching shares (2023: 4,897 shares). At 31 December
2024, there were 290 employee shareholders in this Share Incentive Plan.
The market price of the Company’s Ordinary shares at 31 December 2024 was 8450p (2023: 9120p). The share price range during the year was
8340p to 12250p (2023: 7400p to 10200p).
Share premium
The £1.5m increase in share premium results from the aforementioned share option exercises. The cash-free issue of shares as settlement for
acquisition costs (note 32) increased share premium by £nil (2023: £0.2m).
26. Share-based payments
Equity share options
At 31 December 2024, options had been granted and remained outstanding in respect of 271,587 Ordinary shares in the Company (2023: 254,169),
all priced by reference to the mid-market price of the shares on the date of grant and all exercisable (subject to achievement of performance
conditions where applicable), following a three-year vesting period, between the third and tenth anniversaries of grant, as below:
At
1 January
2024
Number
Granted
Number
Lapsed
Number
Exercised
Number
At
31 December
2024
Number
Of which
exercisable
Number
Weighted
average
exercise
price (p)
2005 Approved Option Scheme
—
—
—
—
—
—
—
2005 Unapproved Option Scheme
—
—
—
—
—
—
—
2015 Approved Option Scheme
20,303
3,263
(1,737)
(1,555)
20,274
6,840
3175.0
2015 Unapproved Option Scheme
233,866
43,868
(1,209)
(25,212)
251,313
127,888
3523.0
254,169
47,131
(2,946)
(26,767)
271,587
134,728
Weighted average exercise price (p)
5435.2
9712.5
7801.8
5546.3
6140.8
3505.3
5546.3
2005 Option Scheme
From 31 December 2023 there were no remaining unexercised options under this scheme. During 2023, exercise prices ranged between 1690.0p
and 2180.0p per share.
2015 Option Scheme
Exercise prices for the year ended 31 December 2024 ranged between 1402.5p and 6580.0p per share (2023: between 1402.5p and 5150.0p per share).
The unexercised options have a weighted average remaining contractual life of 5.11 years (2023: 6.48 years).
FINANCIAL STATEMENTS
90
Judges Scientific plc Annual report and accounts 2024
26. Share-based payments continued
2015 Option Scheme continued
In accordance with IFRS 2, a Black Scholes valuation model has been used. The key assumptions used in the model are as follows:
e interest rate – 4.7% (2023: 4.9%);
e historical volatility – 32.2% (2023: 31.8%);
e dividend yield – 1.1% (2023: 1.0%);
e expected life of option – 5.0 years (2023: 5.0 years); and
e employee leavers – 5.0% (2023: 5.0%).
Growth reward plan
The Group has an annual scheme for subsidiary management whereby upon achievement of certain compound growth targets they will receive
Judges shares. Any award, which is accounted for as equity settled, is deferred for three years, consistent with the vesting of share options.
The total share-based payment charge for both of these plans for the year ended 31 December 2024 was £1.3m (2023: £1.2m).
27. Other reserves
Capital
redemption
reserve
£m
Merger
reserve
£m
Translation
reserve
£m
Total
£m
Balance at 1 January 2024
—
26.9
—
26.9
Issue of share capital
—
—
—
—
Transactions with owners
—
—
—
—
Exchange differences on translation of foreign subsidiaries
—
—
(0.4)
(0.4)
Total comprehensive income
—
—
(0.4)
(0.4)
Balance at 31 December 2024
—
26.9
(0.4)
26.5
Capital
redemption
reserve
£m
Merger
reserve
£m
Translation
reserve
£m
Total
£m
Balance at 1 January 2023
—
4.0
0.1
4.1
Issue of share capital
—
22.9
—
22.9
Transactions with owners
—
22.9
—
22.9
Exchange differences on translation of foreign subsidiaries
—
—
(0.1)
(0.1)
Total comprehensive income
—
—
(0.1)
(0.1)
Balance at 31 December 2023
—
26.9
—
26.9
There was no cash-free issue of shares as consideration for a shareholding in a subsidiary company which qualified for merger relief and, therefore,
no increase in the Merger reserve (2023: increase of £22.9m).
28. Risk management objectives and policies
The Group is exposed to market risks, arising predominantly from currency exposure resulting from its export activities, interest rate fluctuation
on its loans and deposits and credit and liquidity risks. Risk management strategies are co-ordinated by the Directors.
Foreign currency risk
The Group exports a substantial proportion of its sales, frequently denominated in foreign currencies (principally in US Dollars and Euros). Exposure
to currency rate fluctuations exists from the moment a sales order is confirmed through to the time when the related remittance is converted into
Sterling. This exposure is computed monthly (along with offsetting exposure on purchases, generally of minimal amounts) and economically
hedged, predominantly through the use of currency forward contracts and options. The net exposure to risk is, therefore, substantially reduced. This
does not, however, represent a hedge under IFRS 9.
The table below summarises the foreign currency hedged at year end, and which is expected to be settled within the first four months of 2025;
as such the amount of foreign currency hedged in the below table is calculated by taking the Group’s monthly options and multiplying them by
the four-month settlement period. Residual exposure is the difference between the net exposure and the amounts of currency hedges, both
translated into Sterling at each measurement date.
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
91
Judges Scientific plc Annual report and accounts 2024
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2024
28. Risk management objectives and policies continued
Foreign currency risk continued
31 December 2024
Sterling
equivalent
of US$
£m
Sterling
equivalent
of €
£m
Sterling
equivalent
of Brazilian
Real
£m
Sterling
equivalent
of other
£m
Amount of foreign currency hedged at year end
10.0
2.6
—
—
Residual exposure at year end – long/(short)
(0.2)
0.8
1.7
0.4
Impact on pre-tax profits of a 5% variation in exchange rate on year-end residual exposure
—
—
0.1
—
Impact on equity of a 5% variation in exchange rate on year-end residual exposure
—
—
0.1
—
31 December 2023
Sterling
equivalent
of US$
£m
Sterling
equivalent
of €
£m
Sterling
equivalent
of other
£m
Amount of foreign currency hedged at year end
10.0
2.8
—
Residual exposure at year end – long/(short)
(2.6)
(0.9)
1.7
Impact on pre-tax profits of a 5% variation in exchange rate on year-end residual exposure
(0.1)
—
0.1
Impact on equity of a 5% variation in exchange rate on year-end residual exposure
(0.1)
—
0.1
In addition to the hedging of this foreign currency exposure, the Group seeks to mitigate the impact of currency fluctuations on future trading
performance. This was achieved at 31 December 2024 by entering into currency options to sell €9.8m and $41.3m for the rest of 2025, at
predetermined exchange rates.
The fair value of the hedging financial instruments is a liability of £0.2m (2023: £0.1m).
Interest rate risk
The Group’s interest rate exposure arises in respect of its bank loans and cash, which are SONIA linked for interest rate purposes. To hedge this
exposure the Group is party to interest rate swaps at predetermined rates. The fair value of these financial instruments has been recognised in these
accounts and the fair value of interest rate swaps is an asset of £1.1m (2023: asset of £1.1m). The summary of movements in this asset is as follows:
2024
£m
2023
£m
Value at 1 January
1.1
2.4
Change from financing cashflows
(0.1)
(1.2)
New hedging
0.2
—
Change in fair value
(0.1)
(0.1)
Value at 31 December
1.1
1.1
The Group’s sensitivity to interest rate changes is as follows:
2024
£m
2023
£m
Unhedged bank loans outstanding at year end
4.8
9.3
Impact on pre-tax profits of a 1% change in SONIA
—
0.1
Impact on equity of a 1% change in SONIA
—
0.1
Cash at year end
17.9
13.7
Impact on pre-tax profits of a 1% change in bank base rates
0.2
0.1
Impact on equity of a 1% change in bank base rates
0.1
0.1
Credit risk
The Group’s exposure to credit risk is limited to the carrying amounts of financial assets recognised at the balance sheet date, as follows:
2024
£m
2023
£m
Cash and cash equivalents
17.9
13.7
Trade and other receivables
25.3
20.2
43.2
33.9
The Group reviews the credit risk relating to its customers by ensuring wherever possible that it deals with long-established trading partners,
distributors and government/university-backed bodies, where the risk of default is considered low. Where considered appropriate, the Group insists
on upfront payment and requires letters of credit to be provided. The Directors monitor the ageing of trade receivables to identify balances where
there is no reasonable expectation of recovery and no material provision is required. None of the financial assets are secured by collateral or other
credit enhancements. For other receivables there is minimal credit risk in relation to these balances.
Where Group companies trade through overseas distributors, credit exposure to an individual distributor can be significant at times.
At 31 December 2024, no counterparty owed more than 10% of the Group’s total trade and other receivables (2023: none).
FINANCIAL STATEMENTS
92
Judges Scientific plc Annual report and accounts 2024
28. Risk management objectives and policies continued
Credit risk continued
The credit risk for liquid funds and other short-term financial assets is considered small. The substantial majority of these assets are deposited with
Lloyds Banking Group or other high quality financial institutions.
Liquidity risk
Longer-term finance is required to enable the Group to pursue its strategic goal of growing through acquisitions as well as through Organic development.
This requirement for financing is satisfied for the foreseeable future by a £90.0m revolving credit facility (drawn to £67.6m at 31 December 2024)
together with a £50.0m uncommitted accordion facility provided by Lloyds Banking Group, Santander UK plc and Bank of Ireland. The Group has
no term loan debt as at 31 December 2024. Despite the increase in the Group’s borrowings during 2024, the Group’s strategy continues to envisage
the servicing of this debt to be achieved from the cashflow arising from the businesses acquired. In 2024 £8.1m was repaid (2023: £9.2m). For short
and medium-term financial needs, the Group regularly compares its projected requirements with available cash and borrowing facilities.
The periods of maturity of the Group’s borrowings are set out in note 22 and the maturity of the Group’s right-of-use lease liabilities are set out in
note 23. The maturity of all trade and other payables is within the period of less than six months.
29. Acquisitions
Acquisition of Henniker Scientific Limited
The maximum earn-out of £0.5m on this acquisition was achieved and was settled in July 2024.
Acquisition of Luciol Instruments SA
On 1 February 2024, Judges Scientific via PE.fiberoptics Limited acquired 100% of the entire issued capital of Luciol Instruments SA ("Luciol")
a company manufacturing and selling instruments to measure optic fibre properties based in Mies, Vd, Switzerland.
The purchase price of Luciol consisted of:
e The initial consideration, paid in cash at completion, of CHF 2.0m;
e Contingent consideration up to a maximum of CHF 0.5m to be satisfied in cash;
e The contingent consideration became payable on achievement of an average minimum Adjusted EBIT of CHF 0.5m for the four years to
31 December 2023 (or 2024 if higher) increasing pro rata on a 4:1 ratio until it reaches a cap when an Adjusted EBIT of CHF 0.625m is achieved; and
e An additional payment for excess cash (surplus working capital) at completion over and above the ongoing requirements of the business and will
be covered by the cash inherited at completion.
The summary provisional fair value of the cost of this acquisition (in Sterling) includes the components stated below:
Consideration
£m
Initial cash consideration
1.8
Contingent consideration
0.5
2.3
Gross cash inherited on acquisition
0.8
Cash retained in the business
(0.1)
Payment in respect of surplus working capital
0.7
Total consideration
3.0
Acquisition-related transaction costs charged to operating costs
0.1
On 27 March 2024 Judges paid CHF 0.2m in relation to the Luciol earn out, and in March 2025 a final nominal amount was settled.
The summary provisional fair values recognised for the assets and liabilities acquired with Luciol are as follows:
Book value
£m
Accounting policy
alignments
£m
Fair value
adjustments
£m
Fair value
£m
Intangible assets
—
—
1.1
1.1
Inventories
0.4
0.1
(0.1)
0.4
Trade and other receivables
0.3
—
—
0.3
Cash and cash equivalents
0.8
—
—
0.8
Total assets
1.5
0.1
1.0
2.6
Trade and other payables
(0.3)
—
—
(0.3)
Deferred tax liabilities
—
—
(0.2)
(0.2)
Total liabilities
(0.3)
—
(0.2)
(0.5)
Net identifiable assets and liabilities
1.2
0.1
0.8
2.1
Total consideration
3.0
Goodwill recognised
0.9
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
93
Judges Scientific plc Annual report and accounts 2024
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2024
29. Acquisitions continued
Acquisition of Luciol Instruments SA continued
The intangible assets recognised reflect recognition of acquired customer relationships (£0.3m), the value of the brand (£0.2m) and the acquired
technology (£0.6m). A significant amount of the value of the acquired business is attributable to its workforce and sales knowhow and contributes
to the goodwill recognised upon acquisition. £0.9m of goodwill has been allocated to the Materials Sciences segment.
The majority of the deferred tax liabilities recognised represent the tax effect which will result from the amortisation of the intangible assets,
estimated using the tax rate substantively enacted at the balance sheet date.
Acquisition of Rockwash Geodata Limited
On 28 June 2024, Judges Scientific via Geotek Limited acquired 100% of the entire issued capital of Rockwash Geodata Ltd ("Rockwash") a company
specialising in rock cuttings and chippings digitalisation.
The purchase price of Rockwash consisted of:
e The initial consideration, paid in cash at completion, of £2.3m;
e Contingent consideration up to a maximum of £3.7m to be satisfied in cash;
e The contingent consideration becomes payable on achievement of an average minimum Adjusted EBIT of £0.4m for the year ended 31 December
2024 (or 2025 if higher) increasing pro rata on a 6:1 ratio until it reaches a cap when an Adjusted EBIT of £1.0m is achieved; and
e An additional payment for excess cash (surplus working capital at completion) over and above the ongoing requirements of the business and will
be covered by the cash inherited at completion.
The summary provisional fair value of the cost of this acquisition includes the components stated below:
Consideration
£m
Initial cash consideration
2.3
Contingent consideration
1.8
4.1
Gross cash inherited on acquisition
0.7
Cash retained in the business
(0.3)
Payment in respect of surplus working capital
0.4
Total consideration
4.5
Acquisition-related transaction costs charged to operating costs
0.1
The Group expects the majority of the earnout to be paid in relation to Rockwash’s 2025 results. The contingent consideration has been discounted
in arriving at the amount in the table above as the earnout is expected to be settled in 2026. The contingent consideration at 31 December 2024
has increased by £0.2m to £2.0m as a result of the unwinding of the discount. A £0.1m difference to Rockwash’s 2025 EBIT performance would
change the earnout payable by £0.6m, of which after discounting, would have a £0.4m impact on the earnout payable at the acquisition date and
£0.5m at 31 December 2024.
The summary provisional fair values recognised for the assets and liabilities acquired with Rockwash are as follows:
Book value
£m
Accounting policy
alignments
£m
Fair value
adjustments
£m
Fair value
£m
Intangible assets
—
—
2.6
2.6
Property, plant and equipment
0.5
—
—
0.5
Right-of-use leased assets
—
0.1
—
0.1
Inventories
—
—
—
—
Trade and other receivables
0.9
—
—
0.9
Cash and cash equivalents
0.7
—
—
0.7
Total assets
2.1
0.1
2.6
4.8
Trade and other payables
(0.3)
—
—
(0.3)
Deferred tax liabilities
(0.1)
—
(0.6)
(0.7)
Right-of-use lease liabilities
—
(0.1)
—
(0.1)
Current tax liability
(0.1)
—
—
(0.1)
Total liabilities
(0.5)
(0.1)
(0.6)
(1.2)
Net identifiable assets and liabilities
1.6
—
2.0
3.6
Total consideration
4.5
Goodwill recognised
0.9
The intangible assets recognised reflect recognition of acquired customer relationships (£0.7m), the value of the brand (£0.1m), the value of the
acquired future committed order book (£0.1m), together with the acquired technology (£1.7m). A significant amount of the value of the acquired
business is attributable to its workforce and sales knowhow and contributes to the goodwill recognised upon acquisition. £0.9m of goodwill has
been allocated to the Materials Sciences segment.
FINANCIAL STATEMENTS
94
Judges Scientific plc Annual report and accounts 2024
29. Acquisitions continued
Acquisition of Rockwash Geodata Limited continued
The majority of the deferred tax liabilities recognised represent the tax effect which will result from the amortisation of the intangible assets,
estimated using the tax rate substantively enacted at the balance sheet date.
Acquisition of Magsputter Limited
On 15 August 2024, Judges Scientific acquired 100% of the entire issued share capital of Magsputter Limited, the holding company of Teer Coatings
Limited ("Teer Coatings"), a company specialising in manufacturing coating instruments and providing coatings services.
The purchase price of Teer Coatings consisted of:
e The initial consideration, paid in cash at completion, of £12.3m (including £1.9m for the purchase of premises);
e An additional payment for excess cash (surplus working capital at completion) over and above the ongoing requirements of the business and will
be covered by the cash inherited at completion.
The summary of the cost of this acquisition includes the components stated below:
Consideration
£m
Initial cash consideration
12.3
Gross cash inherited on acquisition
3.0
Cash retained in the business
(0.2)
Payment in respect of surplus working capital
2.8
Total consideration
15.1
Acquisition-related transaction costs charged to operating costs
0.1
The summary provisional fair values recognised for the assets and liabilities acquired with Teer Coatings are as follows:
Book value
£m
Accounting policy
alignments
£m
Fair value
adjustments
£m
Fair value
£m
Intangible assets
—
—
6.1
6.1
Property, plant and equipment
2.5
(0.4)
1.2
3.3
Inventories
1.2
1.9
(0.1)
3.0
Trade and other receivables
2.7
(1.3)
—
1.4
Cash and cash equivalents
3.0
—
—
3.0
Total assets
9.4
0.2
7.2
16.8
Trade and other payables
(1.4)
(2.0)
—
(3.4)
Deferred tax liabilities
(0.3)
0.5
(1.8)
(1.6)
Current tax liability
(0.5)
—
—
(0.5)
Total liabilities
(2.2)
(1.5)
(1.8)
(5.5)
Net identifiable assets and liabilities
7.2
(1.3)
5.4
11.3
Total consideration
15.1
Goodwill recognised
3.8
The intangible assets recognised reflect recognition of acquired customer relationships (£0.6m), the value of the brand (£0.7m), the value of the
acquired future committed order book (£0.2m), together with the acquired technology (£4.6m). A significant amount of the value of the acquired
business is attributable to its workforce and sales knowhow and contributes to the goodwill recognised upon acquisition. £3.8m of goodwill has
been allocated to the Materials Sciences segment.
The majority of the deferred tax liabilities recognised represent the tax effect which will result from the amortisation of the intangible assets,
estimated using the tax rate substantively enacted at the balance sheet date.
These acquisitions resulted in revenue of £6.8m and a profit after tax (before adjusting items) attributable to owners of the parent company of
£1.6m in the period post-acquisition. After amortisation of intangible assets, the contribution to owners of the parent company’s results amounted
to a profit of £0.8m after tax.
If these acquisitions had completed on 1 January 2024, revenue attributable to these acquisitions for the year ended 31 December 2024 would
have been £11.0m and profit after tax (before adjusting items) attributable to the owners of the parent company would have been £2.7m. After
amortisation of intangible assets, the contribution to owners of the parent company’s results would have amounted to a profit of £1.1m after tax.
All acquisitions were made in line with Group strategy, which includes acquiring independent trading companies or complementary companies
for existing subsidiaries.
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
95
Judges Scientific plc Annual report and accounts 2024
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2024
30. Retirement benefit obligations
Defined benefit obligations
The Group’s subsidiary, Armfield Limited, operates a defined benefit scheme for certain of its employees. A full actuarial valuation was carried out
as at 31 March 2023 and the retirement benefit liability was independently revalued as at 31 December 2024. The scheme has been closed to new
members from 2001 and closed to new accrual in 2006. The average duration of the plan’s liabilities has been calculated to be approximately
12 years (2023: 13 years). The trustees are normally drawn partly from Armfield’s employees and also from nominees of the Judges Scientific Group.
The full actuarial valuation carried out as at 31 March 2023 was in accordance with the scheme funding requirements of the Pensions Act 2004
and the funding of the plan is agreed between Armfield Limited and the pension trustees in line with those requirements. These in particular require
the surplus/deficit to be calculated using prudent, as opposed to best estimate, actuarial assumptions. It was agreed with the trustees that, as the
scheme was in surplus, no annual contributions were necessary until at least the next triennial valuation. The next full actuarial valuation will be
carried out no later than 31 March 2026. The asset investment strategy is the responsibility of the trustees and after the 2023 valuation was
completed, the portfolio of assets were more closely coupled to the future cash outflows of the liabilities. In March 2024 the Trustees entered into
a buy-in policy with an insurance company. This policy secured payment of all future pensions due to the scheme’s members. This action also
formally commenced a process of transferring the future responsibility of the Armfield defined benefit pension scheme to the insurance company.
There are four insured pensions which were separately valued at £0.1m as at 31 December 2024 (31 December 2023: £0.2m). These pensions do not
affect the overall valuation as they are a liability with a fully insured offsetting asset.
Summary
31 December
2024
£m
31 December
2023
£m
31 December
2022
£m
Fair value of plan assets
5.3
7.4
7.0
Present value of defined benefit obligation
(5.3)
(6.0)
(5.8)
Surplus in scheme
—
1.4
1.2
Deferred tax
—
(0.3)
(0.3)
Net retirement benefit surplus
—
1.1
0.9
The retirement benefit surplus was recognised as it met the conditions for recognition as the scheme’s trust deed allows for a refund of any
remaining surplus upon closure of the scheme.
Changes in the fair value of plan assets
2024
£m
2023
£m
1 January
7.4
7.0
Interest income
0.3
0.4
Return on plan assets (excluding amounts in interest income)
(2.0)
0.3
Contributions by the Company
—
—
Expenses
—
—
Benefits paid
(0.4)
(0.3)
31 December
5.3
7.4
The actual return on plan assets for the year ended 31 December 2024 was a decrease of £1.7m (2023: increase of £0.7m).
Changes in the fair value of defined benefit pension obligations
31 December
2024
£m
31 December
2023
£m
1 January
6.0
5.8
Current service cost
—
—
Past service cost
—
—
Expenses
—
—
Interest expense
0.3
0.3
Actuarial losses due to scheme experience
—
0.1
Actuarial gains due to changes in demographic assumptions
—
(0.1)
Actuarial (gains)/losses due to financial assumptions
(0.6)
0.2
Benefits paid
(0.4)
(0.3)
31 December
5.3
6.0
There were no plan amendments, curtailments or settlements in the above years. Member benefits have been updated for the impact of
Guaranteed Minimum Pension (“GMP”) equalisation, which equalises the different effects of GMPs between men and women.
FINANCIAL STATEMENTS
96
Judges Scientific plc Annual report and accounts 2024
30. Retirement benefit obligations continued
Defined benefit obligations continued
Major categories of plan assets
31 December
2024
£m
31 December
2023
£m
31 December
2022
£m
Quoted equities
—
—
4.2
Insurance annuities
5.3
—
—
Bonds
—
7.4
2.7
Property
—
—
—
Cash and other assets
—
—
0.1
5.3
7.4
7.0
Principal actuarial assumptions
31 December
2024
%
31 December
2023
%
Discount rate
5.40
4.50
Inflation rate (RPI)
3.25
3.30
Inflation rate (CPI)
2.85
2.70
In payment pension increases
3.55
3.50
In deferment pension increases
5.00
5.00
The mortality assumptions used in valuing the liabilities of the plan in 2023 and 2024 are based 100% on the standard tables S3PxA, projected
using the CMI 2023 model with a 1.25% per annum long-term rate of improvement for males and a 1.00% per annum long-term rate of
improvement for females.
The life expectancies assumed are as follows:
31 December
2024
Life expectancy
at age 65 (years)
31 December
2023
Life expectancy
at age 65 (years)
Male retiring in current financial year
21.6
21.7
Female retiring in current financial year
24.0
23.9
Male retiring in 20 years
22.9
22.9
Female retiring in 20 years
25.1
25.0
Sensitivity
The significant actuarial assumptions in determining the defined benefit obligation are the discount rate, the rate of mortality and the rate of
inflation. Changes to these actuarial assumptions may impact this obligation as follows:
31 December
2024
Change in
liabilities
£m
31 December
2023
Change in
liabilities
£m
Discount rate – decrease by 0.25% per annum
0.1
0.2
Inflation rate – increase by 0.25% per annum
—
—
Mortality rate – increase of one year in life expectancy
0.1
0.2
The above shows the impact on the defined benefit obligation if the assumptions were changed as shown (assuming all other assumptions remain
constant). The sensitivity analysis may not be representative of the actual change in the obligation as it is unlikely that any change in assumption
would happen in isolation.
Risk management
There is a risk that changes in discount rates, price inflation, asset returns and/or mortality assumptions could lead to a material deficit. Given the
long-term time horizon of the pension plan cashflows, the assumptions used are uncertain. The assumptions can also be volatile from year to year
due to changes in investment market conditions. A material pension deficit could directly impact the Group’s equity valuation and credit rating and
may lead to additional funding requirements in future years. Any deficit relative to the actuarial liability for funding purposes, which may differ from
the funding position on an accounting basis, will generally be financed over a period that ensures the contributions are reasonably affordable to the
Group and in line with local regulations.
Post-balance sheet event
in January 2025, the Trustees of the Armfield pension scheme approved commencement of the winding up of the scheme, a process that is
expected to take 12-18 months before the defined benefit pension scheme is officially no longer the responsibility of Armfield.
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
97
Judges Scientific plc Annual report and accounts 2024
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2024
31. Non-controlling interests
Summarised financial information of the Group’s non-controlling interests is set out below:
2024
£m
2023
£m
Non-current assets
0.1
0.1
Current assets
2.4
2.0
Total assets
2.5
2.1
Current liabilities
(0.7)
(0.4)
Total liabilities
(0.7)
(0.4)
Total equity
1.8
1.7
Attributable to:
Owners of the parent
1.5
1.5
Non-controlling interest
0.3
0.2
2024
£m
2023
£m
Revenue
4.5
3.5
Profit for the year
2.2
2.0
Attributable to:
Owners of the parent
1.8
1.6
Non-controlling interest
0.4
0.4
Dividend paid to non-controlling interest
(0.2)
(0.4)
2024
£m
2023
£m
Net cash from operating activities
1.8
1.7
Net cash from investing activities
0.1
0.2
Net cash used in financing activities
(1.9)
(2.4)
Net cash inflow/(outflow)
—
(0.5)
32. Capital commitments
At 31 December the Group had capital commitments as follows:
2024
£m
2023
£m
Contracted for but not provided in these financial statements
2.5
0.4
33. Related party transaction
Dividends paid in the year to Directors who hold shares amounted to £0.8m in aggregate (2023: £0.8m).
There were no other reportable related party transactions during 2024. In 2023, Charles Holroyd, a Non-Executive Director of Judges, was paid an
introduction fee of £0.4m relating to the 2022 acquisition of Geotek which he elected to receive one half in new Ordinary shares and the other half
in cash to enable him to settle the related tax payable.
FINANCIAL STATEMENTS
98
Judges Scientific plc Annual report and accounts 2024
34. Alternative performance measures
The Group uses several alternative performance measures (“APMs”) in order to provide additional useful information to shareholders regarding
the performance and position of the Group. APMs are non-GAAP and not defined by IFRS and may not be directly comparable with APMs of
other companies. The Group uses these measures for planning and reporting purposes and to enhance the comparability of information between
reporting periods. The measures are also used during discussions with the investment community. We have identified and defined the following
key measures which are used within the business by management to assess the performance of the Group:
APM term
Definition
Organic
Organic describes the performance of the Group including businesses acquired prior to 1 January 2023. This
measure is used to provide a consistent comparison of the results of the Group to exclude recent acquisitions.
The terms most commonly used in these accounts are Organic revenue, Organic order intake and Organic
operating margin.
Order intake
The amount of contracted orders that the Group has received in any defined period.
Order book
The total contracted orders yet to be converted to revenue reported in weeks, and calculated as total contracted
orders yet to be converted to revenue divided by budgeted sales for the period.
Operating profit or EBIT Operating profit or EBIT is earnings before interest (or finance costs) and tax. A reconciliation of operating profit
to profit before tax is shown in the Consolidated Statement of Comprehensive Income.
EBIT contribution
EBIT contribution is equivalent to the EBIT of the Group’s trading businesses excluding central costs, adjusting
items and before interest, tax and amortisation.
Adjusted earnings
The Group has consistently reported Adjusted earnings figures, such as Adjusted operating profit and Adjusted
earnings per share, that exclude adjusting items relating to amortisation of acquired intangible assets,
acquisition-related costs, share-based payments and hedging of risks materialising after the end of the year.
See note 4 for a summary of adjusting items and note 12 for a reconciliation of Adjusted earnings per share to
the equivalent statutory figure.
Statutory net debt
Statutory net debt is total borrowings (bank and IFRS 16 lease liabilities) less cash balances. See note 22 for an
analysis of net cash/(debt).
Adjusted net debt
Adjusted net debt differs from Statutory net debt as it includes acquisition-related cash payables that had yet
to be settled at the balance sheet date and excludes IFRS 16 liabilities.
Return on Total Invested
Capital (“ROTIC”)
ROTIC is calculated over a rolling 12-month period calculated by comparing EBITA with the amounts invested
in plant and equipment, net current assets (excluding cash) and unamortised intangible assets and goodwill
(as recognised at the initial acquisition date) together with any acquisition costs and any increases to acquisition
consideration post-acquisition date.
Capital expenditure
Comprises additions to property, plant and equipment, capitalised development and other intangible assets,
excluding assets acquired through business combinations.
Cash conversion
Cash conversion compares cash generated from operations with Adjusted operating profit.
Reconciliation of Organic to Total
2024
Revenue
£m
2023
Revenue
£m
2024
Adjusted
Operating Profit
£m
2023
Adjusted
Operating Profit
£m
Organic
123.6
133.8
25.3
34.0
Acquisitions
10.0
2.3
2.6
0.8
Total
133.6
136.1
27.9
34.8
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
99
Judges Scientific plc Annual report and accounts 2024
Note
2024
£m
2023
£m
Fixed assets
Tangible assets
3
0.5
0.5
Right-of-use leased assets
4
—
0.1
Debtors
6
6.2
—
Investments in subsidiaries
5
180.4
173.6
187.1
174.2
Current assets
Debtors
6
10.6
12.4
Cash and cash equivalents
—
—
10.6
12.4
Creditors: amounts falling due within one year
7
(9.6)
(11.3)
Creditors relating to acquisitions due within one year
7
—
(0.5)
Right-of-use lease liabilities falling due within one year
9
—
(0.1)
(9.6)
(11.9)
Net current assets
1.0
0.5
Total assets less current liabilities
188.1
174.7
Creditors: amounts falling due after more than one year
8
(67.6)
(52.2)
Right-of-use lease liabilities falling due after more than one year
9
—
—
(67.6)
(52.2)
Total net assets
120.5
122.5
Capital and reserves
Called up share capital
11
0.3
0.3
Share premium
11
19.2
17.7
Other reserves
24.9
24.9
Retained earnings
76.1
79.6
Shareholders’ funds
120.5
122.5
The accompanying notes form an integral part of these financial statements.
In accordance with the exemptions permitted by section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent
company has not been presented. Profit for the year totalled £2.4m (2023: £9.7m).
These parent company financial statements were approved by the Board on 2 April 2025.
David Cicurel
Brad Ormsby
Director
Director
PARENT COMPANY BALANCE SHEET
As at 31 December 2024
FINANCIAL STATEMENTS
Judges Scientific plc Annual report and accounts 2024
100
Share
capital
£m
Share
premium
£m
Other reserves
£m
Retained
earnings
£m
Total
equity
£m
At 1 January 2024
0.3
17.7
24.9
79.6
122.5
Dividends
—
—
—
(6.5)
(6.5)
Issue of share capital
—
1.5
—
—
1.5
Purchase of own shares for Company reward scheme
—
—
—
(0.1)
(0.1)
Tax on Company reward scheme shares awarded
—
—
—
(0.1)
(0.1)
Deferred tax on share-based payments
—
—
—
(0.5)
(0.5)
Share-based payments
—
—
—
1.3
1.3
Transactions with owners
—
1.5
—
(5.9)
(4.4)
Profit for the year
—
—
—
2.4
2.4
Total comprehensive income for the year
—
—
—
2.4
2.4
At 31 December 2024
0.3
19.2
24.9
76.1
120.5
At 1 January 2023
0.3
17.2
2.0
74.5
94.0
Dividends
—
—
—
(5.7)
(5.7)
Issue of share capital
—
0.5
22.9
—
23.4
Purchase of own shares for Company reward scheme
—
—
—
(0.1)
(0.1)
Tax on Company reward scheme shares awarded
—
—
—
(0.1)
(0.1)
Deferred tax on share-based payments
—
—
—
0.1
0.1
Share-based payments
—
—
—
1.2
1.2
Transactions with owners
—
0.5
22.9
(4.6)
18.8
Profit for the year
—
—
—
9.7
9.7
Total comprehensive income for the year
—
—
—
9.7
9.7
At 31 December 2023
0.3
17.7
24.9
79.6
122.5
The accompanying notes form an integral part of these financial statements.
PARENT COMPANY STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
101
Judges Scientific plc Annual report and accounts 2024
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS
For the year ended 31 December 2024
1. Statement of compliance
The financial statements were prepared in accordance with FRS 101 “Reduced Disclosure Framework”.
2. Summary of significant accounting policies
Basis of preparation
As permitted by FRS 101, for both periods presented, the Company has taken advantage of the disclosure exemptions available under that standard
in relation to financial instruments, capital management, presentation of a cashflow statement, share-based payments, fair value measurements,
comparative reconciliations for tangible and intangible assets, standards not yet effective, related party transactions with other wholly owned
members of the Group, and key management personnel compensation.
The financial statements have been prepared on the historical cost basis.
Equivalent disclosures and accounting policies are, where required, given in the publicly available Group financial statements of Judges Scientific plc.
The relevant accounting policies for the parent company financial statements that are disclosed in note 2 to the Group financial statements are as follows:
e tangible fixed assets (property, plant and equipment);
e taxation;
e employee benefits – defined contribution plans;
e share-based employee compensation;
e foreign currencies;
e leases;
e equity;
e dividends;
e other income; and
e financial assets and liabilities.
The accounting policies relevant only for the parent company are as follows:
Investments
Fixed asset investments in subsidiaries are stated at cost, including directly attributable transaction costs less provision for impairment.
Financial assets and liabilities
Financial assets relevant to the parent company consist of cash and cash equivalents, amounts owed by Group companies, other debtors and
derivatives. Except for amounts owed by Group companies, which are held at amortised cost and accounted for consistent with the Group’s trade
debtors, all other policies are included in the Group accounting policies.
Financial liabilities include creditors and borrowings, including bank loans, trade and other payables, amounts owed to Group companies, accruals,
contingent consideration and lease liabilities. Except for amounts owed to Group companies, which are held at amortised cost and accounted for
consistent with the Group’s trade payables, all other policies are included in the Group accounting policies.
Use of key accounting estimates and judgements
Many of the amounts included in the financial statements involve the use of judgement and/or estimation. These judgements and estimates are
based on management’s best knowledge of the relevant facts and circumstances, having regard to prior experience, but actual results may differ
from the amounts included in the financial statements. Information about such judgements and estimates is contained in the accounting policies
and/or the notes to the financial statements, and the key areas are summarised below.
Key judgements
Fair value assessment of business combination consideration – disclosed in the Group accounting policies.
Sources of estimation uncertainty
The carrying value of investments is assessed based on the current trading performance, the expected future performance and net assets of the
investment. If actual results differ or changes in expectations arise, impairment charges may be required which would adversely impact the parent
company result. See note 13 to the Group accounts for a summary of the key assumptions for the value in use calculations.
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
Judges Scientific plc Annual report and accounts 2024
102
3. Tangible assets
Property and
leasehold
improvements
£m
Fixtures,
fittings and
equipment
£m
Total
£m
Cost
1 January and 31 December 2024
0.8
0.1
0.9
Depreciation
1 January 2024
0.3
0.1
0.4
Charge for the year
—
—
—
31 December 2024
0.3
0.1
0.4
Net book value – 31 December 2024
0.5
—
0.5
Net book value – 31 December 2023
0.5
—
0.5
4. Right-of-use leased assets
Property
£m
Total
£m
Cost
At 1 January and 31 December 2024
0.3
0.3
Depreciation
1 January 2024
0.2
0.2
Charge for the year
0.1
0.1
31 December 2024
0.3
0.3
Net book value – 31 December 2024
—
—
Net book value – 31 December 2023
0.1
0.1
5. Investments in subsidiaries
2024
£m
2023
£m
Carrying value
1 January
173.6
172.5
Additions
15.1
3.6
Impairment of investment in a subsidiary
(8.3)
(2.5)
31 December
180.4
173.6
Additions in 2024 relate to the acquisition of Magsputter Limited, the parent company of Teer Coatings Limited. 2023 additions relate to the
acquisition of Henniker Scientific Limited.
The same impairment review relating to the carrying value of the parent company investments was performed as per note 13 to the consolidated
financial statements. It identified indicators of impairment in one investment, Geotek, due to its subdued performance in 2024. A £8.3m
impairment has therefore been recorded to reduce the investment carrying value from £99.7m to £91.4m which remains higher than the earnings
multiple on which the business was acquired.
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
103
Judges Scientific plc Annual report and accounts 2024
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2024
5. Investments in subsidiaries continued
The Company’s subsidiaries at 31 December 2024, including those acquired during 2024, are incorporated and domiciled in the United Kingdom
(except as stated), and are listed as follows:
Company
Principal activity
Class of shares
% held
Aitchee Engineering Limited
Manufacture of engineering parts and finished products
Ordinary £1
100%
Armfield Inc. (USA)*
Sale of research and training equipment
Common Shares
100%
Armfield Limited
Design and manufacture of research and training equipment
Ordinary £1
100%
Bossa Nova Vision Inc. (USA)*
Design and manufacture of systems to test the mechanical
properties of fibres
Common Shares
100%
CoolLED Limited
Design and manufacture of illumination systems for
fluorescence microscopy
Ordinary £1
100%
Deben UK Limited
Design and manufacture of devices to enable observation
of objects under a microscope
Ordinary £1
100%
Dia-Stron Inc. (USA)*
Sale of systems to test the mechanical properties of fibres
Common Shares
100%
Dia-Stron Limited
Design and manufacture of systems to test the mechanical
properties of fibres
Ordinary £1
100%
EWB Solutions Limited
Design and manufacture of edge-welded bellows
Ordinary £1
100%
Fire Testing Technology Limited
Design and manufacture of fire testing instruments
Ordinary £1
100%
Fire Testing Technology Inc*
Sale of fire testing instruments
Common Shares
100%
Geotek Coring Inc. (USA)*
Geotechnical service provider
Common Shares
100%
Geotek Coring Limited
Geotechnical service provider
Ordinary £1
100%
Geotek Do Brazil Ltda (Brazil)*
Geotechnical service provider
Common Shares
82%
Geotek Holding Limited
Holding company
Ordinary £1
100%
Geotek Limited*
Design and manufacture of geotechnical instruments
and supply of geotechnical services
Ordinary £1
100%
Geotek Hong Kong Limited *
Geotechnical service provider
Common Shares
100%
Global Digital Systems Limited
Design and manufacture of instruments used to test
the physical properties of soil and rocks
“A” and “B”
Ordinary £1
100%
Henniker Scientific Limited
Design and manufacture of plasma and surface
science applications
Ordinary £1
100%
Judges Scientific (Shanghai) Co. Limited.
Sale of scientific instruments
Common Shares
100%
Korvus Technology Limited
Design and manufacture of deposition systems
Ordinary £1
100%
Moorfield Nanotechnology Limited*
Design, manufacture and distribution of instruments that
prepare samples for examination in electron microscopes
Ordinary £1
100%
Oxford Cryosystems Limited
Design, manufacture and marketing of products for
crystallography and other markets
Ordinary £1
100%
PE.fiberoptics Limited
Design and manufacture of fibre-optic testing instruments
Ordinary 1p
100%
Quorum Technologies Limited
Design, manufacture and distribution of instruments that
prepare samples for examination in electron microscopes
Ordinary £1
100%
Scientifica Limited
Design and manufacture of instruments used
in electrophysiology
Ordinary £1
100%
Scientifica LLC (USA)*
Sale of instruments used in electrophysiology
Common Shares
100%
Sircal Instruments (U.K.) Limited*
Design, manufacture and distribution of rare gas purifiers
for use in metals analysis
Ordinary £1
100%
Spectra Map Limited*
Geotechnical service provider
Ordinary £1
100%
Thermal Hazard Technology Inc. (USA)*
Sale of calorimeters
Common Shares
100%
Thermal Hazard Technology Limited
Design and manufacture of calorimeters
Ordinary £1
100%
UHV Design Limited
Design and manufacture of instruments used to manipulate
objects in ultra-high vacuum chambers
Ordinary £1
100%
FINANCIAL STATEMENTS
104
Judges Scientific plc Annual report and accounts 2024
Company
Principal activity
Class of shares
% held
Armfield Technical Education Company
Limited*
Dormant
Ordinary £1
100%
Bordeaux Acquisition Limited
Dormant
Ordinary £1
100%
Crystallon Limited*
Dormant
Ordinary £1
100%
EM Technologies Limited*
Dormant
Ordinary £1
100%
FTT Scientific Limited*
Dormant
Ordinary £100
100%
Gatehouse Engineering Limited*
Dormant
Ordinary £1
100%
GDS Instruments Limited*
Dormant
Ordinary £1
100%
Heath Scientific Company Limited*
Dormant
Ordinary £1
100%
Judges Capital Limited
Dormant
Ordinary £1
100%
Judges Scientific (Dublin) Limited (Ireland)
Dormant
Ordinary €1
100%
Polaron Instruments Limited*
Dormant
Ordinary £1
100%
Stanton Redcroft Limited*
Dormant
Ordinary £1
100%
Acquired during 2024
Magsputter Limited
Holding company
Ordinary £1
100%
Teer Coatings Limited *
Design and manufacture of coating instruments and provision
of coating services
Ordinary £1
100%
Dong Guan Art Teer*
Dormant
Common Shares
100%
Rockwash Geodata Limited *
Geotechnical service provider
Ordinary £1
100%
Rockwash Geodata India Private Limited*
Geotechnical service provider
Common Shares
95.5%
Luciol Instruments SA*
Design and manufacture of systems to measure optic
fibre properties
Common Shares
100%
* Indirectly held.
The head office for each of the UK subsidiaries is 52c Borough High Street, London SE1 1XN.
The address for each of the US subsidiaries is 9 Trenton–Lakewood Road, Clarksburg, NJ 08510, USA, with the exception of Geotek Coring Inc.,
whose address is 3350 W Directors Row Suite 600, Salt Lake City, Utah 84194, USA, and Bossa Nova Vision which is 5777 W Century Blvd, Los
Angeles, CA 90045, USA.
The address for Geotek do Brazil Ltda is 50, AV. Nilo Pecenha, Sala 2701, Centro, Rio De Janeiro, RJ, Brazil, and the address of Judges Scientific
(Shanghai) Co. Ltd. is Floor 1-2, Building 4, No. 1628 Lizheng Road, Lingang, FTZ, Shanghai, 201304, P.R. China, and Geotek Hong Kong is Unit 1003,
10/F, Shanghai Industrial Investment Building, 48-62 Hennessy Road, Wanchai, Hong Kong.
The address for Luciol is Route Suisse 7b 1295 Mies, Switzerland, and the address for Rockwash Geodata India is 2/4, Patrika Marg, Civil Lines,
Allahabad, Pradesh, India 211001.
6. Debtors
2024
£m
2023
£m
Amounts owed by Group companies
12.0
8.1
Prepayments and accrued income
1.0
0.6
Deferred tax asset (note 10)
1.7
1.8
Corporation tax recoverable
0.4
0.2
Interest rate swap
1.1
1.1
Other debtors
0.6
0.6
16.8
12.4
Current
10.6
12.4
Non-current
6.2
—
Except as stated, all amounts are recoverable in less than one year. In accordance with IFRS 9, expected credit losses for amounts due from
subsidiaries have been determined at inception. There has been no significant increase in credit risk associated with the amounts due since
initial recognition. All intercompany balances are expected to be recovered via the operating cashflows of the related subsidiary entities. Non-
current receivables relate to amounts owed by Group companies where repayment is not expected to be within the next twelve months.
The Company enters into derivative financial instruments in order to manage its interest rate and foreign currency exposure. The principal derivatives
used include interest rate swaps and foreign currency forward contracts and options. The fair value of the interest rate swaps is an asset of £1.1m
(2023: £1.1m). In addition the fair value of foreign currency financial instruments is a liability of £0.2m (2023: £0.1m) held within creditors.
5. Investments in subsidiaries continued
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
105
Judges Scientific plc Annual report and accounts 2024
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2024
7. Creditors: amounts falling due within one year
2024
£m
2023
£m
Bank overdraft
1.7
0.7
Current portion of bank loans
—
6.2
Trade creditors
0.6
0.7
Amounts owed to Group companies
5.7
—
Social security and other taxes
0.3
1.7
Other creditors
0.8
0.6
Accruals and deferred income
0.5
1.4
9.6
11.3
Creditors relating to acquisitions totalled £nil (2023: £0.5m).
Overdraft facilities totalling £5m are available to the parent company as part of the Group’s bank facility. As part of this facility the Group is able
to set off overdraft balances against existing Sterling cash balances.
8. Creditors: amounts falling due after more than one year
2024
£m
2023
£m
Bank loans
67.6
52.2
The bank loans are detailed in note 22 of the consolidated financial statements of the Group.
9. Right-of-use lease liabilities
The movement in the right-of-use lease liability over the year was as follows:
2024
£m
2023
£m
At 1 January
0.1
0.1
Interest payable
—
—
Repayments of lease liabilities
(0.1)
—
At 31 December
—
0.1
Lease liabilities mature as follows:
2024
£m
2023
£m
Minimum right-of-use lease liabilities falling due
Within one year – land and property
—
0.1
Within one year – fixtures, fittings and equipment
—
—
—
0.1
Between one and five years – land and property
—
—
Between one and five years – fixtures, fittings and equipment
—
—
—
—
Total commitment
—
0.1
Less: finance charges included above
—
—
Net present value of lease liabilities
—
0.1
Current
—
0.1
Non-current
—
—
FINANCIAL STATEMENTS
106
Judges Scientific plc Annual report and accounts 2024
10. Deferred tax asset
2024
£m
2023
£m
1 January
1.9
1.5
Credit to the Consolidated Statement of Comprehensive Income in the year
0.3
0.3
(Charge)/credit to equity in the year
(0.5)
0.1
31 December
1.7
1.9
Deferred tax balances relate to temporary differences as follows:
Provisions allowable for tax in subsequent periods
—
(0.1)
Share options
1.7
2.0
1.7
1.9
The Finance Act 2021 which was substantively enacted on 24 May 2021 included provisions to increase the corporation tax rate to 25% effective
from 1 April 2023 and this rate has been applied when calculating the deferred tax at the year end.
11. Share capital, share premium and share-based payments
Details relating to the parent company’s share capital are set out in notes 25 and 26 to the consolidated financial statements.
12. Related party transactions
The Company is exempt under the terms of FRS 101.8 from disclosing transactions with its wholly owned subsidiaries.
Dividends paid in the year to Directors who hold shares amounted to £0.8m in aggregate (2023: £0.8m).
See note 33 to the consolidated financial statements for disclosure on the 2023 related party transaction with Charles Holroyd, a Judges
Non‑Executive Director.
13. Directors and employees
2024
£m
2023
£m
Staff costs (including Directors)
Wages and salaries
2.0
2.2
Social security costs
0.2
0.3
Other pension costs
0.1
0.1
2.3
2.6
Total Directors’ emoluments
Emoluments
1.5
1.7
Defined contribution pension scheme contributions
—
—
1.5
1.7
During 2024 one Director exercised options over the Ordinary shares of the Company (2023: no Directors).
2024
£m
2023
£m
Emoluments of the highest paid Director
Emoluments
0.4
0.5
During the year, two Directors participated in a defined contribution pension scheme (2023: two).
2024
Number
2023
Number
Average number of persons employed
Directors
9
9
Administrative staff
9
7
Total
18
16
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
107
Judges Scientific plc Annual report and accounts 2024
TEN-YEAR FINANCIAL HISTORY
Dividends
Cash generated from operations
Revenue (£000)
Adjusted basic EPS (pence)
Adjusted operating profit (£000)
Cash generated from operations and dividends (£000)
17
17
17
17
15
15
15
15
19
19
19
19
21
21
21
21
14
14
14
14
18
18
18
18
16
16
16
16
20
20
20
20
22
22
22
22
23
23
23
23
24
24
24
24
140
120
100
80
60
40
20
0
35
30
25
20
15
10
5
0
400
350
300
250
200
150
100
50
0
40
35
30
25
20
15
10
5
0
FINANCIAL STATEMENTS
Judges Scientific plc Annual report and accounts 2024
108
COMPANY INFORMATION
Directors
Ralph Julian Elman
(Non-Executive Chair)
David Elie Cicurel
(Chief Executive)
Bradley Leonard Ormsby
(Chief Financial Officer)
Mark Stephen Lavelle
(Chief Operating Officer)
Tim Prestidge
(Group Business Development Director)
Ian Wilcock
(Group Commercial Director)
(appointed 2 September 2024)
Sue Nyman
(Non-Executive Director)
The Hon. Alexander Robert Hambro
(Non-Executive Director)
Charles John Arthur Holroyd
(Non-Executive Director)
Lushani Kodituwakku
(Non-Executive Director)
Company Secretary
Glynn Carl Reece
Registered Office
52c Borough High Street
London SE1 1XN
Registrar
Link Group
Unit 10, Central Square
29 Wellington Street
Leeds LS1 4DL
Nominated Advisor
Shore Capital and Corporate Ltd
Cassini House
57 St. James’s Street
London SW1A 1LD
Stockbrokers
Shore Capital Stockbrokers Ltd
Cassini House
57 St. James’s Street
London SW1A 1LD
Liberum Capital Limited
Ropemaker Place
25 Ropemaker Street
London EC2Y 9LY
Investec Bank Plc
30 Gresham Street
London
EC2V 7QP
Auditor
BDO LLP
2 City Place
Beehive Ring Road
Gatwick RH6 0PA
Bankers
Lloyds Bank Corporate Markets
25 Gresham Street
London EC2V 7HN
Santander UK plc
1 Cornwall Street
Birmingham B3 2DX
Bank of Ireland
Bow Bells House
1 Bread Street
London EC4M 9BE
Solicitors
Sidley Austin LLP
70 St. Mary Axe
London EC3A 8BE
Financial PR
Alma Strategic Communications Ltd
71–73 Carter Lane
Moorgate
London EC4V 5EQ
Registered in England and Wales, company
no. 04597315
Judges Scientific plc commitment to environmental issues is reflected in this Annual
Report, which has been printed on UPM Finesse Silk, an FSC® certified material. This
document was printed by Opal X using its environmental print technology, which
minimises the impact of printing on the environment, with 99% of dry waste diverted
from landfill. Both the printer and the paper mill are registered to ISO 14001.
CBP030456
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
Judges Scientific plc
52c Borough High Street
London SE1 1XN
www.judges.uk.com