Annual Report and Accounts
for the year ended 2024
Delivering Critical
Connections
Welcome to
Volex’s 2024
Annual Report
Technology drives our world
and Volex provides the
critical connection
As a leading integrated manufacturer, customers
choose to partner with us because of our proven
track record in supporting their mission-critical
power and connectivity requirements.
The critical products and services that we offer
are essential to the increasingly complex digital
world we live in, providing power and connectivity
from the simplest household items to the most
sophisticated medical equipment.
How we make a difference
Our purpose:
Delivering best-in-class
critical connections.
Our vision:
To be a leading global supplier
of diverse, high-quality solutions
related to power and data
connectivity, renowned for
our adaptability and customer
services and with customers,
engineering and people at
our core.
Our mission:
To provide safe, sustainable
and high-quality critical power
and data connectivity-related
solutions in our chosen markets.
Enabling our customers to thrive
in an era of rapid technological
acceleration through our
manufacturing excellence,
global footprint and rigorous
quality assurance.
Sustainability ratings
Read more Volex content:
Sustainability supplement:
https://www.volex.com/wp-content/uploads/2024/06/
FY2024-Supplemental-Sustainability-Disclosure-
Report.pdf
Our website:
www.volex.com
Serving diverse end-markets and customers, we
have created a dynamic and resilient business.
Whether it is a power cord to fire up a laptop or
a sophisticated control system for a major piece
of medical hardware, we deliver engineering
expertise and manufacturing excellence to ensure
we deliver for our customers.
Working in partnership with some of the most
innovative technology companies, we have a deep
understanding of what it takes to exceed our
customers’ expectations. With talented engineers
and process specialists, we understand how to go
beyond the ordinary and deliver the exceptional.
And all of this is made possible by our dedicated
global workforce of 14,000 employees across 25
countries. This breadth and depth allows us to
deliver great service wherever it is required.
UN SDGs
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
Contents
Financial highlights
Non-Financial
highlights
Revenue ($m)
912.8
614.6
443.3
391.4
722.8
2020
2021
2022
2023
2024
Profit before tax ($m)
51.6
36.2
29.4
15.9
45.8
2020
2021
2022
2023
2024
Free cash flow2 ($m)
49.8
4.1
31.3
47.4
38.1
2020
2021
2022
2023
2024
Net debt ($m)
154.0
95.3
27.3
-21.2
103.7
2020
2021
2022
2023
2024
Employee safety
(reportable accidents per million
hours worked)
1.28
1.78
2.00
1.07
1.24
2020
2021
2022
2023
2024
Underlying
operating profit1 ($m)
89.7
56.2
42.9
31.6
67.3
2020
2021
2022
2023
2024
2020
2021
2022
2023
2024
Underlying basic earnings
per share3 (cents)
33.7
26.9
32.1
18.2
30.2
2020
2021
2022
2023
2024
Carbon intensity
(tonnes of scope 1 and 2 emissions
produced per $m revenue)
25.3
32.1
34.2
35.3
27.7
2020
2021
2022
2023
2024
Business overview
Welcome & Highlights
01
Volex at a Glance
02
Our Investment Proposition
04
Delivering Critical Connections
06
Providing Solutions for the
Digital World
08
Transforming Our Business
10
Innovating Successfully
12
Delivering on Our Acquisition
Strategy
14
Strategic
Executive Chairman’s Statement
18
Our Markets
20
Business Model
24
Strategy
28
Key Performance Indicators
32
Operational Review
34
Performance Review
37
Financial Review
44
Group Risk Management
49
Sustainability at Volex
56
A Sustainable Business
60
Non-financial and Sustainability
Information Statement
63
Streamlined Energy & Carbon
Reporting Statement 2024
71
A Responsible Business
73
A Trusted Business
76
Stakeholder Engagement
78
Section 172 Statement
80
Governance
Governance at a Glance
83
Board of Directors
84
Executive Chairman’s
Introduction
86
Corporate Governance Report
88
Audit Committee Report
96
Nominations Committee Report
100
Safety, Environmental and
Sustainability Committee Report
102
Remuneration Committee Report 105
Directors’ Report
121
Statement of Directors’
Responsibilities
125
Independent Auditors’ Report
to the Members of Volex plc
126
Financials
Consolidated Income Statement
134
Consolidated Statement of
Comprehensive Income
135
Consolidated Statement of
Financial Position
136
Consolidated Statement of
Changes in Equity
137
Consolidated Statement of
Cash Flows
138
Notes to the Consolidated
Financial Statements
139
Company Statement of
Financial Position
182
Company Statement of
Changes in Equity
183
Notes to the Company
Financial Statements
184
Alternative Performance Measures 197
Five Year Summary
199
Shareholder Information
200
Underlying operating profit, free cash flow and underlying basic earnings per share are alternative performance measures. More details on alternative performance
measures can be found on pages 197 to 198.
1
Underlying operating profit is operating profit before adjusting items and share-based payment charges – see note 7 on pages 150 to 151.
2
Free cash flow is net cash flow before financing activities and the acquisition of businesses, net of cash acquired.
3
Based on profit before adjusting items and share-based payments, net of tax – see note 11 on page 154.
01
www.volex.com
Financials
Governance
Strategic
Business overview
Volex at a glance
Delivering critical connections
North America
Revenue
$372.3m
(FY2023: $339.8m)
With a strong presence throughout
North America, we support several
of the world’s largest technology
companies, who are consistently
striving to enhance their products and
services. The improved availability of
components, coupled with growth in
AI deployment, has led to a dramatic
increase in demand for Data Centre
cables. Our ability to offer tariff-free
and low-tariff options enables us to
supply customers with cutting-edge
products.
Asia
Revenue
$185.1m
(FY2023: $171.4m)
Our exposure to the rapidly growing
Indian market results in the increase
in the Asia segment. This is partially
offset by the Consumer Electricals
sector, which constitutes the majority
of our revenue in this region, being
subdued due to the normalisation
of supply chains and the temporary
effect of customers managing excess
inventory levels.
Europe
Revenue
$355.4m
(FY2023: $211.6m)
Macroeconomics have continued to
impact the market, with some recovery
now being seen in the consumer
market due to customers having
sufficiently decreased buffer stock.
With the acquisition of Murat Ticaret
Kablo Sanayi A.S. (‘Murat Ticaret’), we
have increased our presence within
Europe and are working with scale in
the Off-Highway market.
Electric
Vehicles
Revenue
$123.7m
Growth
(10.6)%
Revenue declined, against
a strong comparative, with
customers who had built up
buffer stocks in the prior year
taking the opportunity to
reduce inventories as supply
chains normalised.
% of revenue: 14%
Consumer
Electricals
Revenue
$235.3m
Growth
(9.4)%
FY2024 demand from
Consumer Electricals
customers reduced due to the
normalisation of consumer
demand and customer
destocking. Moderate recovery
in demand has occurred in H2
of FY2024.
% of revenue: 26%
Medical
Revenue
$177.5m
Growth
+22.4%
As supply chains have
stabilised, the improved
availability of components,
which previously limited
our customers’ output, has
enabled them to effectively
address their substantial
backlogs.
% of revenue: 19%
Complex Industrial
Technology
Revenue
$213.4m
Growth
+35.4%
Strong growth in sales of
high-speed data centre cables
due to improved availability
of semi-conductors and the
transition to latest architecture
to support demand from AI
applications has driven the
growth within the Complex
Industrial Technology sector.
% of revenue: 23%
Off-Highway
Revenue
$162.9m
Growth
+632.4%
The acquisition of Murat
Ticaret has enabled Volex
to achieve immediate scale
in a fifth growth market.
Off-Highway products,
previously sold in North
America and Asia, reported
under Consumer Electricals
and Complex Industrial
Technology, are now realigned
to the new sector.
% of revenue: 18%
Diversified End-Markets
We are a value-added solutions provider serving
a diverse range of markets and customers. Volex
operates in five varied end-market sectors, with
the acquisition of Murat Ticaret giving immediate
scale and allowing us to launch Off-Highway as a
new sector during FY2024. Accordingly, we have
restated end-market comparatives. We leverage
our experience and insight across all our sectors
to develop specialised solutions and drive product
innovation.
This focus on diversification of market sectors,
customers and product range reduces the risk
of cyclicality in end-markets having a significant
adverse impact on Group performance.
In five end-markets
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
02
Our Products
Power Cords, Plugs and Connectors
As a world-class manufacturer, the Group produces custom power cords and related power products for
a wide range of electrical and electronic devices and appliances. We specialise in AC power cords, offering
solutions tailored to every major international market. Our products exceed international safety standards
and meet the stringent requirements of our customers.
Integrated Manufacturing Services
Our team possesses extensive experience and expertise in harnesses, printed circuit board assemblies
(PCBa), and the integration of these products to create complex box builds and sub-assemblies. Our
Integrated Manufacturing Services business provides technically advanced manufacturing solutions,
developing specialised products across various industries.
Electric Vehicle Charging Solutions
Volex possesses exceptional expertise in manufacturing a range of electric vehicle charging components
and proudly collaborates with the industry’s leading Original Equipment Manufacturers (OEMs). The Group
has developed EV charging products suitable for various applications, from private AC home-charging
stations to public DC fast-charging solutions.
Consumer Cable Harnesses and Power Products
As a manufacturer of consumer cable harnesses and power products, we serve the global domestic
appliances market with highly reliable internal power and data harnesses. Our integrated manufacturing
services encompass the entire production process, ensuring excellence in every product delivered.
High-Speed Copper Interconnect Cable / Data Transfer Cable
We deliver market-leading high-speed data cables that undergo rigorous end-to-end testing to exceed
customers’ quality and performance expectations. Volex provides both external and internal copper cable
assemblies in various form factors, along with custom power distribution units and power whip cable
assemblies, supporting a diverse array of data centre applications.
Data Centre Power Cables / Power Cords
We provide expert services to create power cables that suit our customers’ specialist applications, ensuring
that the configuration is tailored to their individual use cases.
Off-Highway Harnesses
Volex manufactures custom ruggedised wiring harnesses and battery cables essential for the safety and
efficiency of off-road vehicles, ensuring reliable power transmission and control of critical systems in
increasingly complex specialist vehicles.
Keys
Countries/Territories
Factories/Warehouses
FY2024 Acquisitions
03
www.volex.com
Financials
Governance
Strategic
Business Overview
Our investment proposition
Strong financial
track record
We have consistently delivered
underlying operating margins
within our 9-10% target range,
while successfully expanding
revenue, both organically and
through acquisitions. Our strong
financial position and robust cash
generation enables continued
investment in the future growth
of the business. The majority of
our investment projects pay back
within two years, with many doing
so even quicker.
Ideally positioned in
growing, sustainable
markets
Our chosen markets exhibit
sustainable long-term growth
drivers with opportunities to
enhance our market share. We
collaborate with customers in
the Electric Vehicles, Consumer
Electricals, Medical, Complex
Industrial Technology and Off-
Highway end-markets. Through
our partnerships, we deliver
process innovation and develop
new products that fulfil evolving
customer needs. Through our
diversified end-market exposure,
we continue to expand our
business and deliver high-quality
products to exceed customer
requirements.
Global presence
and scale
With 28 manufacturing facilities
and sales and technical support
teams distributed across three
continents and 25 countries,
we ensure availability and
responsiveness to our customers’
needs, wherever and whenever
required. Our expansive
operations allow us to leverage
economies of scale and significant
purchasing power. This strategic
advantage enables cost-effective
procurement and operational
efficiencies, resulting in
competitive pricing and enhanced
service delivery, directly benefiting
our customers. Our widespread
presence not only facilitates
prompt and reliable service, but
also reinforces our commitment
to supporting our customers’
global operations.
+27%
Revenue CAGR in the last
three years
+6.9%
FY2024 organic
revenue growth
28
Manufacturing sites
01
02
03
Successful approach
to acquisitions
Acquisitions are a fundamental
component of our strategic
approach. Our proven track
record of successful acquisitions
has substantially enhanced
our capabilities and yielded
considerable operational, financial
and geographical benefits. We
carefully evaluate potential
acquisition targets to ensure they
align with our strategic priorities
and long-term objectives. We
prioritise opportunities that
provide geographic expansion,
technological advancement and
greater diversification, enabling us
to deliver enhanced value to our
stakeholders.
Operational
excellence
Continuous improvement
is embedded in our culture
which, alongside our advanced
manufacturing assets, drives our
pursuit of operational excellence.
Our brand is synonymous with
quality and reliability, assuring
customers of our commitment to
consistently deliver products that
meet their stringent standards.
We invest heavily in rigorous
testing and certifications to
ensure that every product adheres
to the highest quality standards.
Through ongoing innovation,
creativity and collaboration,
we continuously enhance our
processes, allowing us to remain
at the forefront of our industry.
Remarkable
talent
We highly value the extraordinary
talents of our employees, who
collaborate to deliver results
locally while providing support
across the organisation. Our
leadership fosters an environment
conducive to collaboration by
nurturing talent and encouraging
professional development.
We promote a culture of
accountability, responsibility and
ownership, empowering each
individual to act ethically and
responsibly. We recognise and
value the unique strengths of
every team member and group
within our organisation.
12
Acquisitions in six years
$4m
Invested in testing and
quality assurance
$3m
Invested in training and
welfare for our people
04
05
06
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
04
05
www.volex.com
Financials
Governance
Strategic
Business Overview
Revenue
$1,200m
Underlying operating
margin
9-10%
Revenue from acquisitions
$200m
What differentiates Volex
Firmly on track
with our five-year plan
Connectivity-related solutions
for the digital world
We deliver products that provide critical
connections vital to the increasingly high-
technology world in which we operate. With a
relentless focus on safety and quality, we hold
numerous regulatory certifications, assuring our
customers of our products’ excellence in meeting
their exacting standards.
Resilience through the cycle
Volex operates across a range of market sectors, each
with unique characteristics, affording the Group
flexibility and resilience throughout economic cycles.
In FY2024, we demonstrated the importance of this
diversity as supply chains normalised. While revenue
from some of our high-volume products declined
due to customer destocking, sales of more complex
products increased, driven by improved availability of
components. This underscores the robustness of our
business model in adapting to changing conditions.
An operating model that is both
sustainable and scalable
Our operating model utilises manufacturing sites
around the globe, strategically positioning us to
access diverse markets and tap into local expertise,
while also mitigating supply chain risks. This global
footprint allows for the optimisation of production
and distribution and provides us with the flexibility
to meet the increasing demand for localisation.
Positioned to take advantage of
fragmented markets
The specialised characteristics of our end-markets
result in a highly fragmented landscape, with no
individual business commanding a dominant
market share. Volex is strategically positioned
within these sectors, with an impressive
product set and deep customer relationships.
This advantageous positioning presents ample
opportunities for us to expand our market share.
Strategically aligned with
growing market sectors
Our selected markets are bolstered by distinct
structural growth drivers, from government
incentives promoting electric vehicle ownership, to
the demands an ageing population places on the
medical sector. These underlying market dynamics
offer broad, sustainable expansion opportunities
for our business.
Decentralised operating model
leverages the strengths of our
individual businesses
Our decentralised operating model offers
significant advantages by empowering local
management teams to make decisions that
are closely aligned with the specific needs and
conditions of their businesses. This approach
enhances agility and responsiveness, enabling
faster adaptation to changes and opportunities
in the business environment, thereby fostering
innovation and operational efficiency.
In June 2022, we set out our ambitious five-year plan,
to grow our revenues to $1.2 billion by the end of FY2027.
Our strong results, clear strategy and pipeline of customer opportunities reinforce
our confidence in the delivery of our five-year targets.
Key delivery objectives
Expand Electric Vehicles
customer base
Vertical integration and automation
in Consumer Electricals
Support customer simplification
of supply chains
Invest in next-generation data
centre cables
Increase PCBa capability around
the Group
Progress
Increasing both product set and
range of customers
Cable extrusion capability in Suzhou
and Batam sites
Building new dedicated medical
production facility in India to
support customer localisation
800Gbps data centre cables now in
production
Significant investment in Surface
Mount Technology in North
America and India
www.volex.com
Financials
Governance
Strategic
Business Overview
Delivering critical connections
We are making this
a reality by:
Providing solutions for
the digital world
With products tailored to the demands of the
increasingly connected world and worldwide
customer service representatives and sales
teams strategically positioned close to our
customers, we are able to offer our partners an
enhanced experience. Additionally, we actively
manage the procurement of components
for complex solutions, ensuring our global
supply chain experts are fully aligned with our
customers’ requirements.
Read more on pages 08–09
Transforming our
business
Volex has delivered excellent revenue progression
with strong organic growth. Despite widespread
challenges, such as supply chain disruptions
and inflationary pressures that have impacted
manufacturers globally, our underlying operating
margins have consistently met our target range
over the past four years. Our commitment to
continuous improvement has enabled us to
enhance our manufacturing capabilities, both
organically and through strategic acquisitions.
Read more on pages 10–11
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
06
Innovating
successfully
Innovation and continuous improvement are
fundamental to the culture of our organisation.
Our world-class process engineers empower
us to successfully deliver increasingly complex
manufacturing services through close
partnerships with customers. Our design
teams create unique solutions to complex
engineering challenges, which has led to the
registration of several new patents annually.
Delivering on our
acquisition strategy
Acquisitions are a key component of our
strategy. With an impressive track record of
acquiring quality businesses at attractive
valuations, we continued to expand the size
of our Group through the acquisition of Murat
Ticaret during FY2024. Since we launched
our five-year plan, we have now delivered
over $200 million of annualised revenue from
acquisitions.
Read more on pages 14–15
Read more on pages 12–13
07
www.volex.com
Financials
Governance
Strategic
Business Overview
Providing solutions
for the digital
world
Bringing connectivity and power to high-tech
equipment is central to transforming how we
live, work and communicate, reflecting our
commitment to enhancing global quality of
life. This dedication is supported by continuous
investments in developing and maintaining
advanced manufacturing assets. Capital
investment programmes are crucial for meeting
the evolving demands of our customers and
maintaining a technological edge.
Integrated solutions are delivered by leveraging
a broad spectrum of capabilities specifically
designed to navigate and overcome complex
manufacturing challenges. This strategic focus
on innovation enables us to assemble and
provide highly effective solutions that meet, and
often exceed, the diverse needs of our global
customer base.
Product design
By partnering with our customers, we craft
tailored solutions that address their specific
power and connectivity needs, as well as the
challenges of their next-generation products.
This collaborative approach ensures our designs
align with their strategic goals and operational
requirements. By integrating continuous
feedback, we enhance functionality and expedite
development cycles, facilitating faster market entry.
Our solutions are scalable and adaptable, evolving
with technological advances and market shifts.
New product introduction
We assist customers in developing products
by engaging with them from the very
outset of the product development process.
This collaborative approach not only allows us
to deeply understand and meet our customers’
specific needs, but also facilitates cost reduction.
By being involved early, we can identify potential
challenges and opportunities, which helps
streamline the development process and ensures
that the final product is both cost-effective and
fully aligned with the client’s requirements.
Intellectual property
Our design teams excel in developing innovative
solutions to complex engineering challenges,
enabling us to secure a number of patents
annually. This intellectual property not only
showcases our creative capabilities, but also
reinforces our competitive edge in the market.
Each patent represents a technological
breakthrough or process improvement, enhancing
the deep manufacturing expertise we have
cultivated over many years.
Vertically integrated solutions
In recent years, our Group has significantly
increased its vertical integration, allowing for
enhanced control over the entire production
process, from sourcing raw materials to delivering
the final product. This strategic integration
ensures consistent quality and reduces reliance
on external suppliers, resulting in substantial cost
savings and maintaining our cost competitiveness.
Furthermore, by managing multiple production
stages internally, we can swiftly respond to market
fluctuations and shifts in consumer preferences,
thereby enhancing our operational flexibility and
sustaining a competitive advantage.
Delivering critical connections
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
08
Essential power and connectivity for everything we
use in our lives, from simple household items to
sophisticated equipment.
Our products
significantly enhance
consumer quality of
life globally, positioning
Volex as an integral
partner to a broad
spectrum of modern
manufacturers.
Display screens
Volex integrates displays
into a variety of devices, with
advanced display technology
increasingly vital in our
digitalised world.
Data transfer
We supply high-speed data
centre cables, incorporating
the latest technology to meet
the demands of this rapidly
evolving, technologically
advanced sub-sector.
Radiation oncology
treatments
Our wire harnesses are integral
components of numerous
critical medical devices,
contributing to enhanced
patient outcomes.
Connecting
data centres
Providing cost-effective
industrial-grade power cables
to keep data centres running
and allowing expansion
as more data is stored in
the cloud.
Keeping domestic
appliances running
Volex provides essential wire
harnesses and power cords for
domestic appliances, playing
a vital role in maintaining the
functionality of these crucial
household items.
Powering
electric vehicles
With its expanding range of
products, Volex is becoming
a pivotal player in the electric
vehicle charging landscape.
High performance
wire harnesses
Our wire harnesses are
utilised across a diverse range
of products, from medical
scanners to communications
technology.
Charging laptops
and games consoles
Volex power cords are
essential for enabling safe
and convenient charging of
consumer devices.
09
www.volex.com
Financials
Governance
Strategic
Business Overview
Delivering critical connections
Transforming
our business
Firmly on track to achieve
the ambitious five-year plan
revenue goal of $1.2 billion by
the end of FY2027
With a clear vision and strategic plan, Volex has carefully
expanded in attractive, profitable markets through organic
growth and acquisitions, enhancing our confidence in
meeting long-term targets.
Since the start of FY2019, we have successfully completed the
acquisition of 12 businesses, significantly boosting our global
presence, production capacity and range of value-added
services.
As we expand our scale and technical capabilities through
facility expansion, capital investment and ongoing research
and development, we are driving innovation in product
solutions and accessing higher-value opportunities.
We have grown revenue with existing customers while also
gaining additional business. This expansion in breadth of
offering and customer base enhances our resilience as a
business so we can continue to grow and meet our targets.
Furthermore, the vertical integration and automation
of our manufacturing processes have streamlined
efficiency, enhanced quality and tightened cost control,
particularly critical during inflationary periods. As a contract
manufacturer, we have the opportunity to pass on increased
costs to our customers, thus managing our expenses and
preserving our profit margins within targeted parameters.
Our highly experienced and agile team have a proven
track record of delivering top-line growth and margin
improvement. We are committed to achieving our five-year
plan, underpinned by our team’s deep expertise.
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
10
stock code: VLX
Our strong strategic focus and commitment to
operational excellence gives us confidence in our ability to
deliver our current five-year plan by the end of FY2027
Delivering growth
Revenues more than doubled
over five years
Operating with a well-diversified
customer base and product range
Launched Electric Vehicles product
range and expanded the manufacturing
services on offer
Expanded our PCB assembly capacity to
support higher customer demand
Developed a suite of cutting-edge
products for Data Centre customers
Enhancing profitability
Operating profits four times
higher over five years
Significant investment in
vertical integration to reduce
manufacturing costs
Targeted automation to improve
quality and efficiency
Evolution of the customer base
to deliver better margins
Expanding capabilities
Significant ongoing investment in expansion to enhance capacity and
capabilities
Increasing our expertise in complex manufacturing through knowledge-sharing
Adding capabilities organically and through acquisition
Diversifying our chosen end-markets, including scaling up in the Off-Highway sector
Investing in site expansions in order to increase capacity in locations close to our customers
Revenue
Growth
FY2020 -
FY2024
1,000
800
600
400
200
391.4
912.8
$m
2020
2021
2022
2023
2024
Revenue
443.3
614.6
722.8
11
www.volex.com
Financials
Governance
Strategic
Business Overview
Delivering critical connections
Innovating
successfully
Remarkable talent
Our employees are our
most important asset.
Onboarding, training and retention
Every employee benefits from a structured
onboarding process and on-the-job
development, ensuring that new hires are
smoothly integrated into our team. We provide
professional development opportunities for
existing employees as we recognise developing
talent is essential to drive business growth.
Reward and recognition
We are committed to providing fair and
compliant remuneration across our
organisation. We operate global recognition
programmes to celebrate site and team
excellence. Many sites provide individual and
team recognition initiatives that support our
customer-focused culture. These initiatives
boost motivation, engagement and job
satisfaction, leading to improved performance
and retention.
Impact
Talented people are central to our business
because they drive innovation through
collaboration and knowledge-sharing. Our
people deliver quality products and solutions
that are right the first time, every time,
exceeding our customers’ expectations.
Supported by our values
Be trusted - Committed to putting our
customers first, we partner with them to
understand their requirements and to
continuously exceed their expectations. Our
deep, long-standing relationships mean that
our customers fully trust us to deliver their
critical projects.
Be tenacious - We get things done, we
relentlessly drive for results, we never
yield in the face of challenges. Continuous
improvement involves the entire team
collaboratively seizing every opportunity to
enhance our performance and capabilities.
Be challenging - Our policy is to speak up,
urging everyone to be direct and honest
with each other. By fostering a culture where
constructive challenge is welcomed, we
collaborate effectively and devise the best
solutions together.
Be respected - A belief in quality is deeply
ingrained in our organisation. We consistently
fulfil our promises and take accountability for
our commitments. We take pride in what we
do and this fuels our drive to deliver excellence.
Be focused - We establish clear goals,
objectives and performance standards for our
people, products and processes, ensuring these
are communicated effectively throughout our
organisation. By playing to our strengths, we
focus on delivering distinct solutions that meet
the specific needs of our customers.
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12
stock code: VLX
A culture for success
Kaizen
At Volex, we believe in the Japanese philosophy
of kaizen: a continuous process of improvement.
Our teams are encouraged to work collaboratively
across the organisation, to learn from one another
and share insights. Through a philosophy of kaizen
and rigorous process standardisation, we drive
our performance forward. We recognise success
through the Volex Site Excellence Awards and
always consider how we can take the next step
forward in manufacturing.
Innovating standards to meet
the evolving requirements of
clients
By establishing strong relationships with our
customers, we collaborate with them from
designing complete solutions to their unique
problems through to delivery of the product. We
encourage our global teams to come together
to innovate and share ideas in order to drive our
performance forward.
Advanced manufacturing
assets across three continents
Our global team of 14,000 colleagues, who
work across 25 countries, are united by a shared
mission: to be a world class supplier, providing our
customers with advanced manufacturing services
that will exceed their expectations.
Our global footprint of well-equipped
manufacturing locations allows us to manufacture
products around the world, delivering to customers
where they need it.
Best-in-class processes and
quality assurance
We are committed to maintaining the highest
standards of quality throughout our operations
and we work tirelessly to standardise our excellent
processes while remaining flexible and responsive
to customer demand and requirements. Through
a kaizen mindset, we are always questioning how
we can improve our processes to make them more
efficient, cost-effective and improve product quality.
Our sites have in-line testing and rigorous
procedures to ensure quality assurance. Our sites
around the world have achieved independent
certification to a wide range of international and
industry standards.
Accreditations
Volex manufacturing sites hold globally recognised
industry specific and sustainability accreditations,
including ISO 9001 and sector specific
certifications including IATF 16949, ISO 13485,
MedAccred and AS 9100D.
Read more
about our
Business
model
on pages
24 to 27
Innovative data centre
products
The escalating use of data-intensive applications
is necessitating GPU acceleration, driving
increased demand for high-speed Direct
Attach Cables (‘DAC’). This market evolution is
primarily driven by the requirements of high-
performance computing, artificial intelligence
(AI), and machine learning. Volex is addressing
these needs by creating pioneering solutions
that are poised for the future transitions in
data handling speeds, from 400 Gigabit-per-
second to 800 Gigabit-per-second and up to 1.6
Terabit-per-second within the same form factor.
These cutting-edge solutions are designed to
be more efficient, featuring reduced power
consumption, decreased data loss, minimal
latency and superior signal integrity. These
attributes make them particularly suitable for
meeting the progressive requirements of AI
implementations and data centre operations.
Our strategy encompasses high-level
collaborations and active engagement with
key stakeholders, including both hyperscalers
and system designers, to address both current
and future market demands. This approach
necessitates participation at the standards
committees and with various partners aimed at
innovating at a system architecture level. Such
collaboration ensures that the solutions not only
meet but surpass the essential low power and
latency requirements for sophisticated AI back-
end devices. Furthermore, Volex is committed to
maintaining a robust product vision, supported
by a skilled and experienced research and
development team focused on resolving
complex signal integrity challenges related to
interconnectivity and interoperability along
the way. The team is dedicated to establishing
stringent testing and qualification protocols
that comply with regulatory and certification
standards, while also aligning with Volex’s
commitments to environmental, social and
governance principles. Volex has designed and
deployed enhanced signal-conditioned 400Gbps
and 800Gbps products and is now working on
next-generation module platforms that will be
supporting 1.6Tbps aggregate speeds.
What we are developing
AI back-end and data centre connectivity
enabled with high-speed copper featuring
enhanced signal conditioning
Both standard and bespoke cable whip
cords for data centre-distributed power
Case study
13
www.volex.com
Financials
Governance
Strategic
Business Overview
Delivering critical connections
Our approach involves the identification of high-
performing enterprises within sectors in which
we possess a deep understanding and significant
experience.
We are particularly attracted to businesses with
strong and long-lasting customer relationships
and proven competencies. Our acquisition pipeline
is carefully managed to prioritise opportunities
that enhance our Group’s value proposition and
extends our presence into existing or adjacent
markets. Given the dynamic nature of the global
supply chain landscape, the strategic geographic
location of potential targets is also a critical
consideration. We only consider targets demanding
substantial integration or restructuring when we
are comfortable that we have sufficient availability
of the necessary managerial resources to manage
these transformations effectively.
Acquiring excellent businesses for attractive valuations
remains a fundamental component of our strategy.
Delivering on our
acquisition
strategy
MC Electronics
New medical and industrial
consumers with quick-turn
capability
$4m
GTK
Experts in connectors, cable
assemblies and displays. They also
offer quick-turn solutions from the
UK and Romania
$18m
Servatron
Brings PCBa and box-build /
integration capability. Also an EMS
provider in high-growth segments
$20m
Silcotec
Offers low-cost production in
Slovakia alongside the opportunity
to cross-sell Volex expertise to new
medical customers
$14m
Ta Hsing
Provided vertical integration
through their cable manufacture
business in Shenzhen
$5m
A history of successful and margin-enhancing acquisitions
We have completed 12 acquisitions in the past six years, totalling an aggregate investment of just
under $400 million.
2018
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Volex plc Annual Report and Accounts for the year ended 2024
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Irvine Electronics
Specialists in mission-critical
assemblies for defence
$15m
inYantra
High-volume PCB assembly
based in India
$13m
Murat Ticaret
A leading manufacturer of
complex wire harnesses for the
Off-Highway sector
$196m
2024
In general, acquisitions should enhance the
Group’s margin profile. The identification phase
includes businesses not actively on the market as
well as those already in a sales process. Potential
acquisitions undergo a rigorous qualification
procedure and must receive approval from
our investment committee before we enter
the negotiation stage. Due diligence begins
only once there is a clear agreement on the
commercial terms.
Volex has a proven track record of successfully
acquiring and integrating businesses, with an
aggregate investment totalling, approximately,
$400 million since the beginning of FY2019. Over
this period, the Group has developed and refined
a well-structured approach for assessing potential
targets.
The integration of our most recent and largest
acquisition, Murat Ticaret, is progressing well. This
acquired business boasts a strong and resilient
operating culture dedicated to delivering high-
quality production promptly to a diverse customer
base with complex requirements.
What we look for
in an acquisition
Our selection criteria ensure
acquisitions are aligned with our
strategic goals.
Customers
Targeting businesses that maintain
deep customer relationships, as these
connections frequently generate new
opportunities and revenue synergies.
Capabilities
We focus on businesses that offer
complementary or adjacent capabilities,
or those that can expedite our vertical
integration efforts.
Markets
Market considerations involve assessing
whether the target is strategically
located and evaluating Volex’s depth of
understanding within the sector.
Culture
Well-managed, entrepreneurial businesses
with strong management teams fit
perfectly with our established Group
culture.
Valuation
An important part of our acquisition
approach is to target businesses at
valuations that are attractive.
DE-KA
Offers market-leading power cord
and plug manufacturing, with highly
automated production facilities in
Türkiye
$85m
Prodamex & TC
Prodamex brings an appliance wiring
harness business, creating cross-sales
opportunities. TC bolsters position in
the defence market and opens up the
Off-Highway market
$19m
RDS
RDS is a UK-based supplier of
electronic displays, embedded and
IOT solutions
$9m
15
www.volex.com
Financials
Governance
Strategic
Business Overview
Strategic
Report
Contents
Executive Chairman’s Statement
18
Our Markets
20
Business Model
24
Strategy
28
Key Performance Indicators
32
Operational Review
34
Performance Review
37
Financial Review
44
Group Risk Management
49
Sustainability at Volex
56
A Sustainable Business
60
Non-financial and Sustainability
Information Statement
63
Streamlined Energy & Carbon
Reporting Statement 2024
71
A Responsible Business
73
A Trusted Business
76
Stakeholder Engagement
78
Section 172 Statement
80
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17
www.volex.com
Financials
Governance
Strategic
Business Overview
Acquisition of Murat Ticaret
Our acquisition of Murat Ticaret creates a new, fifth sector for the Group
in an attractive market aligned with our strategy to deliver high-quality,
specialist manufacturing solutions.
Founded in 1969 and headquartered near
Istanbul in Türkiye, Murat Ticaret is a leading
wiring harness company operating across
three continents. Murat Ticaret specialises
in producing complex wiring harnesses
and power connectors for the Off-Highway
sector. The acquired group supplies major
global manufacturers across multiple
subsectors, principally in public transportation,
construction, agriculture and material
handling. In addition to manufacturing
services, it delivers value-added services such
as engineering and design.
Acquisition rationale
Market leading Off-Highway
wire harness manufacturer
• Entry into a fifth sector diversifies the Group further and
unlocks a combined customer base while adding non-
competing, complementary products to Volex’s capabilities
across a broad range of geographies.
Diverse and long-term
customer base
• Customers include four of the five largest agricultural
equipment manufacturers in the world, the largest lift truck
manufacturer in Europe and the largest bus builder in
Türkiye.
Strong regional footprint
• With nine manufacturing sites across three countries, Murat
Ticaret provides additional scale and increases purchasing
power of the supply chain.
Track record of profitable
growth and strong prospects
• Murat Ticaret has delivered consistent profitable growth and
operates in markets with strong structural growth drivers.
Opportunity to expand
capacity to meet expected
demand
• The fragmented North American market is the largest
market for agricultural equipment in the world. By
leveraging Volex’s existing footprint in North America, there
is an opportunity to expand in this attractive space.
Experienced management
team committed to the
business
• Ensures key operational processes continue seamlessly
while integration efforts occur.
Case study
Integration observations
The acquisition has provided Volex with
immediate scale in a fifth key growth market.
We have had excellent initial customer
engagement and secured incremental projects.
Our existing North American infrastructure and
relationships allow us to effectively expand our
Off-Highway business in the highly fragmented
market, supported by targeted investments in
local sales and production.
This expansion enables substantial synergy
opportunities, including cross-selling,
broadening our customer base and deepening
existing relationships. We are committed to
continuous improvement through kaizen,
optimising processes and integrating best
practices across the Group.
Volex plc Annual Report and Accounts for the year ended 2024
18
Executive Chairman's Statement
FY2024 was another year of significant progress
for Volex. Despite headwinds from destocking,
we increased revenue to $912.8 million, achieving
organic growth of 6.9%, with strong half-on-half
sequential growth of 30%. Overall, our business
is delivering excellent performance, with strong
profitability and cash generation. We now have a
leading Off-Highway business, having completed
the acquisition of Murat Ticaret in August 2023,
further diversifying Group earnings. Delivering
consecutive years of record results reaffirms our
belief that our strategy is effective and validates
our confidence in achieving the five-year plan.
We have doubled revenue in three years, with
40% of this growth from organic expansion. For
the fourth consecutive year, we have achieved an
underlying operating profit margin within our
target range of 9% to 10%. This year, our underlying
operating profit was $89.7 million, representing a
margin of 9.8%, while underlying EBITDA reached
$111.6 million, a 36.8% increase from the previous
year. We ended the year with a strong balance
sheet and covenant leverage of 1.0x, comfortably
within our target range of 1.0x to 2.0x.
Strong organic growth
through cycle
FY2024 saw a marked improvement in component
availability and supply chain reliability. Some
customers rebuilt inventory, leading to increased
demand. Others used this stability to normalise
inventory levels. Effects varied across markets and
customer sectors, but in aggregate we delivered
robust organic revenue growth of 6.9%.
Against particularly strong comparatives for
both Electric Vehicles and Consumer Electricals,
revenues declined in FY2024 due to normalisation
and destocking. However, both sectors showed
signs of recovery in the second half of the year.
Lord
Rothschild
Executive
Chairman
Read more
about our
Strategic
Aim on
pages
28 to 31
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Sales to Medical and Complex Industrial
Technology customers increased, driven by
improved supply chain conditions, that enabled
customers to expedite order backlogs. Additionally,
there was a significant boost in sales of high-
speed data centre cables, supported by growing
demand as technology companies implement
artificial intelligence infrastructure.
Integration of Murat Ticaret and
our Off-Highway strategy
The acquisition of Murat Ticaret completed at the
end of August 2023 and significantly enhances
our scale in the attractive Off-Highway market.
We generated revenues of $163 million in this
sector, producing complex wire harnesses for
various applications, including agricultural
and construction equipment, buses and
coaches, and material handling machinery. This
acquisition advances our strategy of providing
specialised manufacturing solutions, driving
profitable growth, and fostering deep, long-term
relationships with our clients.
Integration is progressing well, as we enhance the
organisation and embed our working methods
and delivery approach. Customer engagement
has been excellent, leading to securing several
incremental projects and the identification of
cross-selling opportunities.
Murat Ticaret is a fast-growing business
and we are increasing factory capacity and
optimising facilities. We have recruited a talented
management team with international experience
to support the continued success of the operations
and to deliver the integration programme.
A recurring theme in feedback from Off-Highway
customers is the desire for us to replicate the high-
quality manufacturing services they receive in
Europe within the North American market. We are
building a team and accelerating our investment
in infrastructure to make this happen.
Investing for growth
The complex assemblies and critical components
we manufacture are essential to customers’
operations. Recent supply chain disruptions have
fundamentally reshaped procurement thinking
and sourcing strategies. Many customers want to
simplify their supply networks, reduce complexity,
minimise risk and promote sustainability. This
is an unprecedented opportunity to support
our customers’ localisation initiatives. We are,
therefore, actively expanding our manufacturing
footprint.
We have significant strength in strategic locations, such
as Mexico and Türkiye, which bring manufacturing closer
to our clients in the US and Europe. Additionally, we offer
extensive capabilities in highly competitive regions, like
Indonesia and India.
Relocating production can be challenging and our
experienced teams are well-versed in managing such
transitions. It is crucial for us to have available capacity that
aligns with our customers’ project timelines. Consequently,
by the end of the summer, we will have added incremental
capacity in Mexico, Türkiye, India, Indonesia and Poland.
Although this will incur some short-term additional costs, as
these sites become operational with customer projects, we
anticipate enhanced profitability from these locations over
the longer term.
We are disciplined with our returns criteria for capital
investment projects and target cash payback within two
years of production going live. This industry-leading return
enables us to consistently maintain a return on capital
employed of over 20%.
Enhancing our organisation
The majority of our products are highly complex, some with
hundreds of individual components. To meet the highest
quality standards in delivering these critical assemblies,
we implement rigorous quality assurance measures
and innovative production techniques. Consequently,
we employ highly skilled engineers and manufacturing
specialists. Over the past year, we have recruited additional
experts and invested in enhancing our capabilities in
automation and efficient manufacturing.
Our decentralised operating model continues to provide
the quick decision-making and flexibility necessary for
managing our diverse and complex business. In recent
years, we have enhanced this model with regional
leadership teams that bring significant manufacturing
experience. These teams provide support and governance
to the management in our manufacturing facilities.
This year, we established a regional leadership team for
Türkiye, underscoring the importance of this region to our
growth plans.
Sustainability
Our Group is deeply committed to sustainability, integrating
it into every aspect of our operations. We collaborate with
customers, many of whom are at the forefront of the transition
to a low-carbon economy, to provide sustainable power
products and connectivity solutions. This approach leverages
data-driven insights from our Sustainability Reporting System
to prioritise improvements and maximise the benefits we can
achieve through our sustainability initiatives.
Since FY2022, we have aligned our sustainability efforts with
the UN’s Sustainable Development Goals, implementing
new environmental management and responsible water
use policies. The Group aims to decarbonise its scope 1 and
2 emissions by 2035 and its scope 3 emissions by 2050.
Every production facility contributes to sustainability through
tailored kaizen improvement plans, leading to innovations
in energy efficiency, waste reduction, and environmental
protection. Significant achievements include a 28% reduction
in carbon intensity since FY2019, expansion of on-site solar
generation and a commitment to reducing water and waste.
Our sustainability strategy also involves addressing scope 3
emissions and enhancing the supply chain’s sustainability.
The Group has updated its Supplier Code of Conduct and is
developing a sustainable procurement policy to further its
environmental goals. Overall, we are dedicated to building
a sustainable future through continuous improvement and
strategic initiatives.
Board changes
In October 2023, Dean Moore stepped down from the Board
after six and a half years, during which he served as the
Chair of the Audit Committee and our Senior Non-Executive
Director. We extend our gratitude to Dean for his support
and guidance during this period.
We welcomed John Wilson to the Board in October. John
brings a strong background in the technology, components,
and connectivity solutions sectors, including his current role
as CEO of Bulgin Limited, a leading global manufacturer
of sealed connectors and components. John has assumed
the role of Chair of the Audit Committee. At the same time,
Sir Peter Westmacott was appointed as our Senior Non-
Executive Director.
Dividend
Having achieved another year of robust growth and
maintaining a strong balance sheet, the Board is pleased to
propose a final dividend of 2.8 pence per share. Combined
with the interim dividend of 1.4 pence, this totals 4.2 pence
for the year, marking a 7.7% increase from the previous year.
The Board believes this dividend level is both appropriate
and sustainable, reflecting our confidence in the Company’s
ongoing ability to deliver consistent growth.
Outlook
The improvement in demand from our Electric Vehicles and
Consumer Electricals customers towards the end of FY2024
and the beginning of FY2025 is encouraging, indicating
a reduction in the impact of destocking in these areas.
The significant growth in Medical and Complex Industrial
Technology included some one-off catch-up due to better
component availability, which is not expected to repeat in
FY2025. However, we continue to secure new projects in
these sectors, demonstrating how our global capabilities
and manufacturing footprint support our growth objectives.
There is a significant opportunity to accelerate our growth
in the Off-Highway sector outside of existing geographies
served by the Group. Based on customer feedback and
requests, we are therefore expediting our plans to launch an
Off-Highway business in North America. This initiative will
underpin our growth strategy in this sector.
With a clear strategy and execution plan for each of our
markets, we are accelerating our investment programme to
achieve long-term growth. This includes broadly doubling
operational investments and raising capital expenditure to
around 5% of revenue for the next year. We enter FY2025
with the business in excellent shape, positioning us to meet
our five-year plan targets and deliver sustained growth and
value for shareholders.
Rothschild
Executive Chairman
26 June 2024
19
www.volex.com
Financials
Governance
Strategic
Business overview
Relevant markets
All sectors
Relevant markets
All sectors
Market drivers
Improved infrastructure and range are encouraging
consumers to choose electric vehicles. Increased
demand for EVs will result in further development of
out-of-home charging infrastructure
Transition from internal combustion engines to EVs
is backed by a large number of governments and the
automotive industry
Rising fuel costs are changing consumer spending
habits: customers are seeking out more energy-
efficient home appliances and electric vehicles offer
a cost-effective alternative to internal combustion
engines
Public transport is adopting electrification to
promote zero emissions
Market drivers
The migration of data and applications to the cloud
continues, driven by factors such as cost savings,
security and scalability of requirements
Manufacturers across a large variety of industries are
continuing to invest in their Industry 4.0 journeys
Relocating manufacturing requires additional
technology investment in new markets
Expected increase in adoption of, and reliance on,
Artificial Intelligence
Customer requirement for innovative products in
order to stay ahead of the technology curve
Demand for ever-increasing data processing speeds
continues with the evolution of data cables from
400Gbps to 800Gbps and beyond
How Volex is responding to these trends
Volex has been announced as a licensed partner of
Tesla for the North American Charging Standard
(‘NACS’)
Volex’s experienced engineering team has developed
a broad portfolio of EV components, including
charging cables, AC and DC charging systems and
energy storage systems to suit demand
With vertically integrated offerings in our sites,
including cable extrusion, we can reduce a product’s
carbon footprint while also optimising product costs
Identifying cross-selling opportunities between the
Off-Highway and EV sector
High-quality, traceable products reduce the likelihood
of product failure and, therefore, scrap
How Volex is responding to these trends
Volex offers active and passive Data Centre cables at
speeds of up to 800Gbps and are developing next
generation products
Our highly skilled and competent engineering and
manufacturing team are well-versed in the latest
technology and processes to help our customers with
complete and advanced solutions
Expansion in range of solutions and products
available through collaboration and cross-selling
between traditional Volex and acquisitions, for
example our capabilities in display solutions through
the acquisition of RDS
At Volex, every activity, every interaction and every production
instruction is highly standardised. Yet at the same time, our sales and
operations are flexible and responsive to macroeconomic trends.
Macroeconomic trends
Our Markets
Technological advancement
Climate change
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Volex plc Annual Report and Accounts for the year ended 2024
20
Relevant markets
All sectors
Relevant markets
Medical, Off-Highway
Market drivers
Customers are looking for tariff-free manufacturing
options with logistical and environmental
considerations forcing a rethink in existing supply
chains
Increasing freight costs are leading OEMs to
regionalise their supply chain
Customers are de-risking complicated sourcing
strategies to use suppliers who are closer to end-
markets. The pace of change has been accelerating in
recent years due to multiple challenges from existing
supply chains
Market drivers
Growth in population and urbanisation increases
the need for sustainable and safe infrastructure
and Off-Highway vehicles
Long-term declines in mortality rates among those
over 65 are driving increased life expectancy, which
in turn necessitates greater investment in medical
equipment to support the ageing population
As medical knowledge of conditions expands,
the need for innovative medical equipment and
integrated solutions increases
Further deployment in medical technology is
required globally to realise the benefits of innovative
treatment approaches, such as robotic surgery
How Volex is responding to these trends
Volex offers highly integrated production options
and has invested in automation, leading to efficient
manufacturing and the delivery of cost-effective,
high-quality output
Six sites have undergone expansion in FY2024,
allowing us to increase capacity so we can scale up to
meet customer requirements
Volex has a global footprint of sites with
accreditations in the medical sector and safety
approvals covering every major market for consumer
products, allowing us to manufacture products in the
regions that our customers need them
Volex operates in low-tariff and tariff-free locations
How Volex is responding to these trends
Following the acquisition of Murat Ticaret, Volex
achieved immediate scale in the Off-Highway sector
and we are developing our Off-Highway offering in
North America
We work with the most advanced medical equipment
manufacturers in the world and, with our capabilities
and global footprint, have the flexibility to support
increasing demand
Our global accreditations and medical-grade
manufacturing make us an attractive partner to
customers who require high-quality, traceable
products for use in advanced healthcare applications
Our exceptional operations team are well versed
in the latest technology and processes, enabling
development of complete solutions for all kinds of
medical manufacturing and assembly requirements
Globalisation
Population growth and
demographic changes
21
www.volex.com
Financials
Governance
Strategic
Business overview
Our Markets continued
The interconnection of global and local needs
Volex has international scale with 28 manufacturing sites and a presence in 25 countries.
Our global customer service and production capability provides us with significant
advantage in regionalised and fragmented markets, allowing us to deliver the products
customers require, when and where they need them.
Our customers are adjusting their sourcing
strategies in response to several pivotal
factors, including supply chain disruptions,
environmental concerns and shifting
geopolitical landscapes. These challenges have
prompted many customers to streamline and
consolidate their supplier networks, with a
growing emphasis on relocating manufacturing
operations closer to their own facilities. This shift
not only supports local economies by fostering
job creation and economic stability, but also
simplifies logistics, enhancing the efficiency of
supply chain management.
Moreover, moving production nearer to
customers reduces the environmental impact
associated with long-distance transportation.
This alignment with sustainability goals is
increasingly important as businesses seek to
meet regulatory requirements and consumer
expectations for environmentally responsible
practices. Our extensive global presence and
local operational capabilities uniquely position
us to support these evolving needs.
Our responsiveness towards customers’ needs
With an efficient global supply chain and sophisticated logistics
support, customers benefit from expedited product lead times
and more efficient cost management without compromising
performance and reliability.
Our world-class facilities are designed for flexibility and
adaptability, enabling us to deliver top-quality goods, products and
services precisely when and where they are needed. Our global
manufacturing approach can accommodate a large variety of
products in varying volumes, from small batches to production
runs of millions of units.
Responding to customer demands, local market requirements
and the need for enhanced capabilities, Volex is actively expanding
its capacity and technological acumen through a targeted
investment programme. In the first half of the year, we relocated
to a new manufacturing facility in Poland, and we are currently
expanding our operations in Indonesia, India and Mexico. These
strategic expansions are part of our commitment to meet the
evolving needs of our customers globally, ensuring that we
continue to offer competitive and cutting-edge solutions across
all markets.
The drivers
Localisation of services
Our response
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Volex plc Annual Report and Accounts for the year ended 2024
22
In today’s increasingly complex and competitive
manufacturing landscape, customers demand
solutions that balance stringent cost-efficiency
criteria with the highest standards of quality,
precision and durability. This balance is
particularly crucial in highly regulated sectors
where compliance, reliability and performance
cannot be compromised.
Many of our customers operate in highly
regulated markets and require accredited
suppliers, ensuring that every aspect of the
production process adheres to rigorous industry
standards. This approach often involves a
comprehensive system of supplier qualification
and meticulous inspection of raw materials,
extending through every stage of production,
which includes continuous in-line inspection
and rigorous testing of the final products.
Vertical integration is pivotal in ensuring that
each component, product and project meets
and exceeds established quality benchmarks.
This strategy allows for control over each
phase of the manufacturing process, from
procurement and processing of materials
to assembly and final testing, enhancing
operational efficiencies, reducing lead times and
guaranteeing that the final products meet the
high standards required in regulated industries.
Our design capabilities
Volex is a global leader in Integrated Manufacturing Services
(‘IMS’) for performance-critical applications and a supplier of
power products. We are a value-added solutions provider serving a
diverse range of markets and customers. Our teams have a wealth
of experience and are experts in cable assemblies, higher-level
assemblies, data centre power and connectivity, electric vehicle
charging and consumer electricals.
Our Integrated Manufacturing Services business delivers
technically sophisticated manufacturing solutions. We leverage
our experience and insight across a wide range of industries to
develop specialised solutions and drive product innovation, supply
chain efficiencies and improved time-to-market.
We bring together the expertise and resources from across North
America, Europe and Asia to create an aligned, tailored and
dedicated proposition. We pride ourselves on being a proactive
and dependable partner who delivers world-class, future-facing
solutions.
We are a vertically integrated business
With a knowledgeable sales team, global expertise in our chosen
markets, design skills, integrated manufacturing capabilities and
precision testing, we support our customers throughout the whole
product process. Recent acquisitions have complemented our
market offerings and allow Volex to create increasingly complete
customer solutions.
Our core engineering competency has enabled us to broaden our
portfolio offering for EV and data centre products. Additionally,
the engineering team liaise with our customers, listening to
their needs, and developing solutions to meet their complex
requirements.
As part of our vertically integrated manufacturing capabilities
we have in-house cable extrusion; having ready access to a
high-quality supply of cable allows us to scale up for increased
demand, particularly in Electric Vehicles and Consumer Electricals
manufacturing, where copper is a key component. Being highly
vertically integrated with significant automation, we remain
competitive on pricing and have the ability to improve product
quality and manufacturing efficiency.
Integrated services and solutions
The drivers
Our response
23
www.volex.com
Financials
Governance
Strategic
Business overview
Engineering and design capabilities
Our exceptional research and development
employees, alongside our skilled engineering teams,
create new products and unique solutions to our
customers’ complex problems. With many years of
experience in accredited industries, we possess the
expertise in design and manufacturing to guarantee
our products meet the highest levels of quality and
safety. We constantly look at ways to improve our
manufacturing processes through automation and
vertical integration to deliver cost-effective solutions.
Remarkable talent
Volex is guided by a dedicated and experienced
leadership team that shape and drive the direction of
the organisation. Our regional structure empowers local
management to make critical decisions on-site and
implement plans to optimise performance within our
production facilities. Within this framework, our teams
thrive in a collaborative environment where talent is
cultivated and professional development is encouraged.
Globalised business
Our unique global footprint aligns with localisation
trends, as many customers are shifting from complex
and disjointed sourcing strategies to suppliers closer
to end-markets. The rapid evolution in recent years
has been driven by multiple challenges within existing
supply chains. In response, we have been investing in
capacity at strategically located production facilities to
support our customers now and in the future. Volex’s
global customer service and production capabilities
provide a significant advantage in regionalised and
fragmented markets.
Market expertise
With best-in-class processes and the highest levels of
quality and safety, bolstered by medical and defence
accreditations, we are a trusted long-standing
manufacturing partner to global blue-chip customers.
Partnering with us allows our customers to benefit
from market-specific manufacturing excellence and
deep technical expertise refined over many years.
Our culture
Our culture instils pride and shapes our approach and
operations. Our teams are deeply committed to our
customers and through collaboration and dedication,
we ensure the delivery of on-time solutions that are
right the first time, every time. By fostering teamwork
and continuous improvement through kaizen, we
harness the full potential of our people to achieve
operational excellence.
Profitable growth
Volex has shown strong financial progress over the years
with revenue doubling since FY2021 whilst maintaining
margins in our target range of 9-10%.
Consistent operating margins
Operating profit has been improved through acquisitions
and organic growth
Margins maintained despite significant economic
headwinds
Investment in vertical integration to reduce
manufacturing costs and targeted automation to
improve quality and efficiency
Disciplined capital allocation approach
Investment and innovation
Targeted investments in capital expenditure have
been made, enhancing capabilities to support long-
term growth
Majority of capital expenditure investments deliver cash
payback within two years
Investing in capacity to support customers localisation
strategies for the long term
Research and development to supportive innovative
product development
Successful acquisitive approach
Acquisitions are a fundamental part of our growth strategy
Diversifies our capabilities, customer base and
manufacturing footprint
c.$400m spent on acquisitions since FY2019
Enhanced shareholder value
Sustainable through-cycle dividend
If other opportunities for cash deployment are not
available, surplus capital would be returned to shareholders
Key resources
Our financial model
Led by our purpose:
Delivering best-in-class critical connections.
Value creation that makes a difference
Business model
That drives our mission:
To provide safe, sustainable and high-quality critical power
and data connectivity-related solutions in our chosen
markets. Enabling our customers to thrive in an era of rapid
technological acceleration through our manufacturing
excellence, global footprint and rigorous quality assurance.
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
24
Supporting customers through the project life cycle
Volex’s global teams possess the expertise to deliver exceptional results, from design and development to final delivery. Our
capabilities span from high-volume power cords to custom cable harnesses for advanced fabrication technologies, from EV
charging cables to box build solutions for mission-critical aerospace devices. Our expertise in these fields is complemented
by fast prototyping, flexible and agile manufacturing and rigorous testing. Dedicated project management teams ensure
solutions are delivered on budget, using high-quality materials to precise specifications. Additionally, Volex’s global sourcing
and logistics systems facilitate on-time delivery, installation and support.
Our operating model
Acting responsibly
Leading practices
Best-in-class processes
across our market sectors
Diverse range of
manufacturing
capabilities
Read more about our
Operational Excellence on
page 30
Best-in-class processes
and quality assurance
Read more about our
Integrated Services and
Solutions on page 08
Global footprint of
accredited sites to
support localisation
Read more about
Localisation and our response
on page 22
We publish performance data through trusted
disclosure platforms to provide our stakeholders
with independent assurance.
We continuously monitor and improve our business
practices to demonstrate our credentials as a
sustainable, responsible and trusted business.
Sustainability ratings
Understand
Revise
Optimise
Partner
Deliver
Understand design
requirement
Optimise for
production
Delivering full
production
Life cycle revisions
and improvements
Partner to optimise
cost of product
All these skills, supported by knowledgeable account management teams will ensure that, with Volex, our customers
will receive a simply first-class solution.
Supported by the way we operate:
Our teams collaborate effectively, putting the customer first in everything that we do.
By harnessing the expertise of our global organisation, we solve problems quickly and
share best practice. This allows us to be competitive and efficient.
UN SDGs
25
www.volex.com
Financials
Governance
Strategic
Business Overview
Optimising our performance
Driven by a decentralised approach:
Our decentralised approach allows fast, effective decisions by local
management.
Key functions are managed
from the centre:
A decentralised approach
We are an international community
with a decentralised approach: our
managers are given responsibility
and autonomy in managing local
operations. This approach enables our
experienced regional teams to make
quick responses to the local business
environment. Our global customers
have access to one global supplier, but
one with detailed knowledge of their
key local markets and an ability to
reduce local lead times.
With a shared set of values,
our leadership team establish
the tone for the Group. The
relentless focus on operational
excellence and the continuous
improvement framework are
prevalent throughout our
business.
Volex is led by a group of highly
committed and experienced
individuals that shape and drive
the direction of the organisation.
With a clear alignment over the
strategic direction of the Group,
we ensure that everyone is
working together to achieve our
targets.
Decisions around the allocation
of both organic and acquisition
capital investments are taken
by Group senior management.
This ensures that at a holistic
level the Group can generate the
best possible returns from the
investment made.
Local management is
empowered to make timely
decisions, ensuring prompt
and effective action. Through
monthly review meetings at
each site, Group management
oversees operations to maximise
efficiency.
Orchestrate operations
Central management fosters
collaboration by promoting open
communication channels and
incentivising cross-functional
teamwork. They also establish
technology platforms that
enable teams from various
locations to connect and
collaborate effectively.
Our teams are encouraged
to produce high-quality
and complete solutions by
working together and sharing
knowledge. Kaizen initiatives and
best practices are actively shared
across the Group to ensure
all businesses benefit from
continuous improvement.
Drive culture
Set strategy
Capital management
Promote collaboration
Share expertise
D
e
c
is
io
n
m
a
k
i
n
g
B
y
lo
c
al
m
a
n
a
g
e
m
e
nt
Culture, strategy
and other key
functions
Value creation that makes a difference
Business model continued
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
26
Shareholders
We are firmly on track to achieve our
ambitious five-year target of $1.2 billion
of revenue by FY2027, driven by organic
growth and strategic acquisitions, while
maintaining profitability. We boost
shareholder value through a sustainable,
through-cycle dividend policy and are
focused on increasing the enterprise value.
Customers
Customers are at the heart of our
business. We actively engage with them
from design to delivery and beyond. The
enduring relationships we build are a
testament to our supportive approach
and the high quality of our products. Our
extensive global footprint enables us to
deliver precisely where and when our
customers need us.
Employees
Our people are central to our operations
and are the driving force behind our
innovation and continuous improvement.
We commit to investing in our team by
providing training and development
opportunities throughout the organisation
at all levels, nurturing our talent from
within. By offering career advancement,
internal promotions, a comprehensive
rewards package and a positive workplace
culture, we fully support our employees’
growth and satisfaction.
Suppliers
With an experienced procurement team,
we actively collaborate with our suppliers
to streamline our global supply chain
and optimise logistics. Customers benefit
from faster product lead times and more
efficient cost management without
compromising performance and reliability.
Communities and environment
At Volex, we encourage all our factories
to consider their carbon footprint and
what actions can be taken at a local level
to achieve the Group global target of net
zero scope 1 and 2 emissions by 2035.
Our sites actively engage with their local
communities, addressing a variety of
issues that are crucial to our workforce
and central to our corporate responsibility.
Electric Vehicles
As environmental pressures intensify due to climate
change, the adoption of electric vehicles is steadily
increasing. Regarded as a sustainable choice,
electric vehicles play a crucial role in reducing the
consumption of fossil fuels.
Read more about Electric Vehicles on page 41
Consumer Electricals
Consumer technology encompasses items utilised
in day-to-day life. With the latest models and
developments, consumer electricals are enhancing
communication, access to information and
quality of life. As technology continues to develop,
consumer electricals are becoming more efficient
and cost effective, making products more readily
accessible.
Read more about Consumer Electricals on page 42
Medical
With an ageing global population, the development
and availability of medical equipment is crucial
for supporting healthcare systems worldwide.
Technology-driven solutions are key to enhancing
the affordability of medical care, enabling faster
diagnoses and improving patient outcomes.
Read more about Medical on page 42
Complex Industrial Technology
Industrial technology combines science and
engineering to develop more efficient, cost-effective
solutions. Industries are increasingly adopting
automation technologies to enhance efficiency,
reduce waste and improve product quality.
Read more about Complex Industrial Technology on
page 43
Off-Highway
As countries prioritise net-zero targets, public
transport is undergoing electrification to support
zero-emission initiatives. Simultaneously, the
agricultural industry is embracing technologies
tailored for its needs, such as automation and
Advanced Driver Assistance Systems, which
enhance both farming efficiency and safety.
Read more about Off-Highway on page 43
Value generated
Social and societal benefits
Where every moment matters:
We create impact that provides value and positive societal benefits.
7.7%
increase in
dividend
per share
Global
workforce of
14,000
employees
across 25
countries
119.8
thousand
hours of
training
Net
Zero
scope 1 and 2
by 2035
27
www.volex.com
Financials
Governance
Strategic
Business Overview
Strategy
What we have delivered
Strong revenue expansion:
Revenues delivered in FY2024 of $912.8 million were
double those achieved in FY2021, a compound annual
growth rate of 27%. This has been achieved through
a combination of organic growth and successful
acquisitions.
Consistent, stable margins:
Over the past four years, we have consistently
achieved robust underlying operating margin
in excess of 9.0%, in line with our stated range of
9-10%. Between FY2016 and FY2020, our successful
transformation enabled us to increase underlying
operating margins from 2.0% to 8.1%.
Further progress in FY2024:
In a tough year for manufacturing businesses, we have
delivered excellent organic revenue growth of 6.9%.
Combined with the acquisition of Murat Ticaret, this
puts us comfortably on track to deliver the five-year
plan. Underlying operating margins of 9.8% are a
record high for our business. We continued to invest
in capacity expansion and in the high growth areas of
our business, as well as our investment into research
and development, which will fuel the growth of the
business going forwards.
Year-on-year revenue growth
26.3%
Underlying operating margin
9.8%
Three-year revenue CAGR
27.2%
Number of years margins >9%
4 years
What we are doing
Quality management team makes
us an attractive investment
Management owns more than 25% of
the Company’s shares, ensuring excellent
alignment between shareholder priorities and
the actions of senior management. The Volex
management team is deeply committed to
fostering a successful and expanding business
for our shareholders. We are extremely
confident in Volex’s long-term prospects,
bolstered by organic growth opportunities and
a healthy acquisition pipeline.
Fragmented markets
Operating in highly fragmented markets
presents numerous opportunities to expand
our market share both organically and
through strategic acquisitions. Our deep
understanding of delivering value in our
chosen sectors, combined with our extensive
global presence, gives us a significant
competitive advantage over other companies
in the same sectors.
Investing for our future
Aligned to our capital allocation policy, we
have continued to invest capital expenditure
in our business to support our future growth.
This has been focused on improving the
capacity across the Group, with expansions
implemented or in progress in Mexico,
Indonesia and India. The vast majority of our
investments are approved based on a less than
two-year payback period and are supported by
customer demand.
We exist to continuously enhance and maximise value for all our stakeholders. As a diverse and resilient
business with solid fundamentals, we are well-positioned to achieve this objective. By leveraging our
manufacturing prowess and engineering expertise, we are committed to sustaining and increasing
profitability. Our track record highlights our ability to sustain operating margins and increase revenues,
fuelled by our dedication to continuous improvement and efficiency.
Our strategy is geared towards optimising profitability and cash flow, enabling us to expand our capabilities and
pursue strategic acquisitions that enhance shareholder returns. We are dedicated to achieving consistent growth
and maximising margins, which generates robust free cash flows for reinvestment and further acquisitions.
We take pride in our team’s commitment and passion, which drives our focus on securing long-term
growth for every stakeholder involved.
stock code: VLX
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
28
Where we are heading
01
Our five-year plan, announced in June 2022, set out our
ambition to achieve revenues of $1.2 billion by the end of
FY2027 with new acquisitions contributing at least $200
million to this target. As part of our five-year plan, we will
deliver a blended underlying operating margin in the
range of 9–10%.
02
We are firmly on track to achieve the five-year plan
having delivered revenues of $913 million and underlying
operating margins of 9.8% in FY2024.
03
Following the acquisition of Murat Ticaret, annualised
revenue from acquisitions completed since the end of
FY2022 is greater than $200 million.
To achieve this ambition, we are:
Focusing on high-growth opportunities, particularly
Electric Vehicles, Data Centre and Off-Highway markets
Optimising the sales organisation
Investing in expanding capacity and capabilities
Investing in research and development, vertical
integration and efficiencies
Identify, complete and integrate strategic acquisition
targets
Leveraging our global
footprint
The disruption caused by the pandemic
accelerated a significant shift toward
localisation. Customers are streamlining
their complex supply chains and our
unique global footprint positions us
ideally to capitalise on this trend. We
have the capability to manufacture
our products close to our customers,
regardless of their location, enabling us to
provide tariff-free options. This strategic
positioning ensures both convenience and
cost-efficiency for our clients.
Our acquisition strategy
Acquiring and integrating exceptional
businesses into Volex is an important
element of our growth strategy.
What we look for in an acquisition
Strong customer relationships
Additional capabilities
Attractive markets
Strong cultural fit
Compelling valuation
Customers
Capabilities
Location
Culture
29
www.volex.com
Financials
Governance
Strategic
Business overview
There are five key pillars underpinning our strategy, designed to position us
for growth while optimising profitability and cash generation. These pillars
form an integral part of our plan to develop a world-class manufacturing
organisation.
Strategy continued
Volex plc Annual Report and Accounts for the year ended 2024
30
Product development
What this means
Renowned for the exceptional quality
of our products, we collaborate closely
with our customers from the initial
design phase through to delivery. Our
process engineers tackle manufacturing
challenges by engaging early in the
design process to thoroughly understand
complex requirements. Meanwhile, our
research and development teams are at
the forefront of innovation, continually
developing advanced products that cater
to the next generation of technologies
in our rapidly evolving markets.
Increasingly, the products we sell feature
elements that have been meticulously
designed by Volex.
Strategy in action
Having successfully developed 800
Gigabit-per-second high-speed
data centre cables, we have begun
production for this new generation of
high-speed cable. We are expecting
sales of these cables to accelerate
over the coming years as data centre
providers upgrade their infrastructure.
Future priorities
Our research and development teams
are dedicated to future developments
in our Electric Vehicles and Data Centre
markets. In the Electric Vehicles space,
our efforts are particularly focused
on enhancing charging technologies
to ensure that we maintain and
expand our market-leading portfolio
of products. As the high-speed Data
Centre market evolves at a rapid pace,
our strategic technical partnerships are
crucial in broadening and improving our
array of solutions. These collaborations
enable us to stay at the cutting edge
of technology, ensuring we meet the
dynamic needs of our customers and
maintain our competitive edge in these
fast-moving markets.
Revenue growth
What this means
At the core of our operations, the
customer’s needs and expectations drive
all that we do. Strong, consistent and
transparent customer communication
have been fundamental to maintaining
exceptional service and responsiveness,
especially given ongoing supply chain
challenges.
We cultivate a thorough understanding
of our customers’ operations, recognising
the critical need to be responsive at every
touchpoint of the customer journey.
By identifying opportunities to deliver
additional value through enhanced
solutions, we not only deepen our
relationships with existing customers, but
also fuel the growth of our business.
Strategy in action
Following our decision to expand our site
in Tijuana, Mexico, in FY2024, we won an
EV contract with a leading North America-
based automotive manufacturer, securing
annualised revenues of $30 million.
We further enhanced our EV sector
credentials by being granted a licence
from Tesla to produce the North American
Charging Standard coupler.
Future priorities
We are dedicated to continuously
developing and enhancing our sales
team to deepen our understanding of
our customers and effectively identify
support opportunities. Additionally, we
are actively engaging with Murat Ticaret’s
customers to strengthen our relationships
and offer further support, ensuring we
comprehensively meet their needs. To
highlight our expanding capabilities,
we are also investing in targeted
marketing and customer communication
programmes.
Operational excellence
What this means
Continuous improvement is deeply
embedded in our culture across
all levels of the organisation, from
the production floor to the support
functions. We relentlessly pursue
efficiency gains and process
enhancements. Our aim is to establish
a best-in-class organisation that
leverages its global footprint and scale
to optimise production and deliver
substantial value to our stakeholders.
Local managers receive firm support
from senior leaders, empowering them
to drive positive change throughout
the organisation. This collaborative
approach ensures that we continually
enhance our operations and maintain
our competitive edge.
Strategy in action
Each year, we implement numerous
operational improvements. These
include ideas originating on the
production floor as well as senior
management initiatives. Underpinning
these operational enhancements
is the kaizen culture we foster
throughout the Group. This culture of
continuous improvement results in
the implementation of hundreds of
innovative ideas each year, significantly
enhancing our operational efficiency
and effectiveness.
Future priorities
At the site level, we have identified
numerous opportunities for
optimisation that will reduce
our manufacturing costs while
simultaneously elevating our
standards of quality and safety.
These opportunities will constitute
a fundamental part of our capital
expenditure strategy for FY2025.
Link to KPIs
A
C
G
Link to Risks
2 8 9
10 13
Link to KPIs
A
B
D
Link to Risks
2 3 4
8 9
Link to KPIs
B
D
E
Link to Risks
4 5 7
12 14
stock code: VLX
31
www.volex.com
Financials
Governance
Strategic
Business Overview
A Annual revenue change
B Underlying operating profit
C Return on capital employed
D Underlying free cash flow
E Underlying basic EPS
F Employee safety
G Scope 1 and 2 carbon emissions
H Carbon intensity
Key to KPIs
1 Acquisition integration
2 Market competition
3 Customer concentration
4 Global economic conditions
5 Supply chain
6 Staffing and people
7 IT and cybersecurity
8 Product quality
9 Technological change
10 Climate and environment
11 Access to finance
12 Commodity prices and FX rates
13 Regulatory compliance
14 Financial controls
Key to Risks
Investment and
acquisition
What this means
Our capital allocation policy places
huge importance on investing both
organically in capital expenditure
and through strategic acquisitions.
Supported by a robust balance sheet
and good access to funding, we are
well-equipped to continuously invest for
growth. Our approach to acquisitions
is agile, bolstered by a strong network
within Volex senior management.
We have substantial organic investment
opportunities within our existing
operations that are projected to deliver
attractive cash returns. Notably, many
of our capital investment programmes
are expected to achieve cash payback
within two years.
Strategy in action
The transformative acquisition of Murat
Ticaret was completed in H1 FY2024,
providing access with scale to a fifth
end-market, significant additional
revenue and margin expansion.
Due to the growth we have seen in recent
years, we have invested in expanding
our footprint in a number of territories
to provide additional capacity to ensure
that we can continue to provide excellent
service for our customers when and
where they require it.
Future priorities
Our acquisition pipeline remains varied
and interesting, with opportunities
which are at various stages in the
acquisition process.
Consistent with previous years, we
have conducted a thorough review of
our future needs to develop a detailed
capital investment plan for FY2025. This
plan is designed to support our growth
and includes the completion of several
expansion projects.
Remarkable talent
What this means
We have highly skilled and capable
teams around the globe, critical to
the success of our business. These
talented groups are dedicated to
delivering excellent value for our
stakeholders. They are led by a strong
and experienced management team,
unified by a clear set of goals and a
shared purpose, which complements
our culture and underpins our
operations.
Strategy in action
Building on our strong regional
leadership, we have invested in
enhancing the regional capabilities and
improving their depth. Following the
acquisition of Murat Ticaret, we have
established a robust leadership team
in Türkiye. These strategic investments
empower our teams to execute
ambitious transformation activities
across the organisation.
Additionally, our Site Excellence Awards
programme encourages outstanding
performance. By recognising and
celebrating excellence throughout
the Group, we motivate our sites to
achieve and maintain high standards of
operational excellence.
Future priorities
Our skilled teams are actively
encouraged to design and implement
incremental improvements, an
approach that not only fosters valuable
ongoing professional development, but
also expands their responsibilities.
We are committed to investing in
our high-performing team members,
supporting their growth and
enhancing their skills. By maintaining
a competitive reward structure that
recognises and compensates our
employees fairly, we continue to excel
in a competitive marketplace.
Link to KPIs
A
B
H
Link to Risks
1 11
Link to KPIs
C
F
H
Link to Risks
6
Annual revenue
change (%)
A
Underlying operating
profit ($m)
B
Return on capital
employed (%)
C
26.3%
38.6%
13.3%
5.2%
17.6%
2020
2021
2022
2023
2024
89.7m
56.2m
42.9m
31.6m
67.3m
2020
2021
2022
2023
2024
20.7%
21.9%
31.5%
29.9%
20.3%
2020
2021
2022
2023
2024
Definition
Change in reported revenue
compared to the previous year.
Relevance
Through consistent customer service
and the right sales mix, we aim to
drive higher revenue.
Performance
Continuing increases in organic
revenue as a result of leading
positions in attractive, diversified
end-markets and contribution from
the transformative acquisition of
Murat Ticaret.
Definition
Operating profit before adjusting
items and share-based payment
expense.
Relevance
Optimising profitability is central to
our strategy. This is realised through
a robust pricing strategy and
efficiency programmes.
Performance
Operating margins achieved within
target range, demonstrating
stringent cost control during volatile
market conditions.
Definition
Underlying operating profit as a
percentage of average net assets
excluding net cash/debt.
Relevance
This measures return on the equity
asset base as the Group continues
to grow.
Performance
Returns at similar levels to prior
year, despite significant investment
in acquisitions, which have typical
returns of 15%, as profitability
increased from FY2023.
Link to Strategy
Link to Risks
2 3 4
8 9
Link to Strategy
Link to Risks
1 4 5
12
Link to Strategy
Link to Risks
1 5 7
14
Underlying free
cash flow ($m)
D
Underlying basic
EPS (cents)
E
56.8m
6.1m
31.7m
48.8m
40.3m
2020
2021
2022
2023
2024
33.7¢
26.9¢
32.1¢
18.2¢
30.2¢
2020
2021
2022
2023
2024
Definition
Underlying free cash flow is the net
cash before financing activities and
excluding costs of acquisition, adjusting
items and share-based payments.
Relevance
We aim to maximise cash generation
to fund further acquisitions and
support the growth of the business.
Performance
Strong free cash flow generation due
to growth in profit, combined with
working capital inflows, less capital
expenditure.
Definition
Basic earnings per share adjusted for
the impacts of adjusting items and
share-based payment expense, net
of tax.
Relevance
This measures the growth and
profitability of the Group and is a
measure used by investors when
assessing the business.
Performance
The expansion of the business
organically and through acquisition
have improved EPS.
Link to Strategy
Link to Risks
1 8 11
Link to Strategy
Link to Risks
1 8
Financial KPIs
Key Performance Indicators
We use a range of metrics, reported periodically, against which we measure Group
performance. These metrics are aligned to our strategic priorities and to the key
risks of the business.
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
32
Employee safety
(accident frequency rate)
F
Scope 1 and 2 carbon
emissions (tCO2e)
G
Carbon
intensity
H
1.28
1.78
2.00
1.07
1.24
2020
2021
2022
2023
2024
23116
19738
15157
13808
20000
2020
2021
2022
2023
2024
25.3
32.1
34.2
35.3
27.7
2020
2021
2022
2023
2024
Definition
Reportable accidents (a lost time
accident resulting in more than one day
of time loss) per million hours worked.
Relevance
Ensuring the safety of our workforce is
our first priority. We ensure that every
site takes safety seriously to deliver a
healthy and safe working environment.
Performance
This has increased slightly. 13 sites
achieved zero lost time accidents
in FY2024. This KPI excludes our
Murat Ticaret business and
therefore represents 69% of our
global workforce.
Definition
Total amount of carbon dioxide
equivalent tonnes (tCO2e) of scope 1
and 2 emissions. Includes all material
emission sources within the financial
control boundary.
Relevance
We are committed to reducing the
carbon emissions associated with our
operations.
Performance
The increase is due to the Group
expanding, but the implementation
of energy-efficient processes and
operations have limited the increase
in emissions.
Definition
Carbon dioxide equivalent tonnes of
scope 1 and 2 emissions (CO2e) per
$m revenue.
Relevance
Intensity ratio of gross global
emissions in tonnes of CO2e per
million dollars of revenue is a common
business metric for our industry sector.
Performance
As our revenues have grown, we have
successfully controlled the increase in
our carbon emissions by moving to less
energy-intensive manufacturing and
increasing our use of renewable energy.
Link to Strategy
Link to Risks
6 13
Link to Strategy
Link to Risks
10
Link to Strategy
Link to Risks
10
Non-Financial KPIs
Product development
Revenue growth
Operational excellence
Investment and acquisition
Remarkable talent
Key to Strategy
1 Acquisition integration
2 Market competition
3 Customer concentration
4 Global economic conditions
5 Supply chain
6 Staffing and people
7 IT and cybersecurity
8 Product quality
9 Technological change
10 Climate and environment
11 Access to finance
12 Commodity prices and FX rates
13 Regulatory compliance
14 Financial controls
Key to Risks
33
www.volex.com
Financials
Governance
Strategic
Business overview
Operational review
How is the Murat Ticaret integration progressing?
We used the time we had during the due diligence phase to really understand the
business. This allowed us to establish a clear plan about what we needed to do during the
first 100 days of ownership. We have acquired an excellent business with some significant
new customers. The response of customers and our new colleagues has been extremely
positive.
The current focus is on enhancing processes within Murat Ticaret to ensure they are
consistent with the high standards that we have across our entire organisation. We are also
engaging with our Off-Highway customers to look at how we can best serve them in other
geographic markets – particularly in North America. Overall, we are very pleased with the
business we have acquired and the progress we are making around integration.
How has the approach to integration developed?
We’ve now acquired 12 businesses in the last six years. When we made our first three
acquisitions back in 2018, we ran them on a standalone basis, concentrating on aligning
around key control areas. This worked well given that we manage our operations in a
decentralised way, with experienced local managers able to make timely decisions.
As our Group has developed, we have increased the scope of our integration process,
having experienced and recognised the clear benefits from a common operating model.
We’ve had some significant successes through cross-selling. It has also been great to bring
together sales, operations and engineering specialists from our different entities so that
they can work together to deliver innovation and operational improvements.
stock code: VLX
Lord
Rothschild
Executive
Chairman
John
Molloy
Chief
Operating
Officer
Volex plc Annual Report and Accounts for the year ended 2024
34
What characteristics do you look for in acquisitions?
One of the reasons we have been able to acquire some very successful businesses for
attractive valuations is that we keep an open mind to acquisitions and we consider a
broad range of targets. We have bought businesses in markets that we understand well,
where we have a good insight into why the commercial proposition is compelling for the
customer.
In terms of what an ideal acquisition would look like, it would bring great customers and
scale in a specialist manufacturing area. Location is important because we want to make
sure we have an experienced team available to support the integration activities. With so
much growth happening around the Group, this is a key consideration.
How do you determine where to invest?
We are a customer-centric organisation, so a lot of our decisions about investment start
with the customer. We have very close relationships with many of our customers, giving
us an insight into their future requirements. This shapes our investment strategy both in
terms of where we look to grow our production footprint as well as enhancing capabilities.
The other key element is enhancing efficiency. Our continuous improvement culture
drives us towards identifying ways to optimise our production and improve our delivery.
This allows us to continue to deliver excellent value to our customers, which allows us to
win more opportunities.
What are the localisation trends that are impacting the market?
There has been a significant shift in the way our customers approach procurement. With
all of the disruption experienced in supply chains in the last couple of years, there is a trend
towards reducing complexity and eliminating risk. Often, this involves choosing a supplier
who can manufacture closer to home. This is a major opportunity for Volex, given our
global footprint and our capabilities in attractive markets like Mexico and India.
It’s worth noting that moving the complex products that we manufacture is not simple.
Our engineering capabilities and experience give our customers confidence that we
can deliver a seamless process when they look to transfer production from alternative
providers. This is also why it is so important that we have capacity available now. Once
customers have moved production, they will have little appetite to move it again for some
time. As a result, we are bringing on incremental capacity to support the current wave of
demand to localise production.
What have been some of the major projects the team has
delivered this year?
It’s been a really busy year. There has been a lot of focus on expanding some of our key
sites so we can support our customers’ growth requirements. This gives us a platform to
deliver the incremental revenue we require to hit our five-year plan.
We also worked closely with one of our major customers to deliver a complex and critical
assembly for one of their flagship electric vehicle projects. This required close collaboration
between our production specialists and the customer’s engineering team. Our ability to
support challenging technical requirements through the manufacturing process is a real
differentiator and contributed to the successful delivery of this programme.
35
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Financials
Governance
Strategic
Business overview
Operational review continued
What do you see as the major growth opportunities for the
remainder of the five-year plan?
One of the things that is so exciting right now is that we can see excellent opportunities in
all parts of our business. We have deliberately aligned ourselves to markets with significant
structural growth drivers, which gives us a lot of confidence in our ability to deliver growth.
Localisation is a significant trend in manufacturing and we see this as particularly relevant
for the complex, mission-critical assemblies that are an essential part of our customers’
advanced technology products. For our higher volume customers, the efficiencies and
production enhancements we have secured are helping us win new business based on
competitive pricing and exceptional quality. We are also very excited by what we can
deliver in Off-Highway, where we have great capabilities and long-standing relationships
with some very important customers.
How have your capabilities and locations developed in
recent years?
We are fortunate to operate in markets with strong structural growth drivers, as well as
serving customers who are growing strongly as they deploy innovative technology. As a
result, we need to invest in expanding our available manufacturing footprint and ensure
that we can support the increasing demand.
We have had a particular focus on being able to deliver high-quality manufacturing in
competitive locations, which can help customers reduce supply chain complexity or
reliance on a particular region. We listen carefully to what our customers need so we can
improve our offerings and have the right combination of specialist services to support their
developing product sets.
What’s the most important factor in delivering success?
Delivering advanced manufacturing requires a combination of people, processes and
technology; but it’s the people that drive the business. We have an amazing team of
hard-working and talented individuals, who are able to collaborate and support the
requirements of our customers. Given the importance of people to our business, we put
a lot of time and effort into talent management, personal development and succession
planning.
What are the key challenges you are dealing with at Volex?
Customers want to partner with us because we provide excellent customer service,
competitive pricing and exceptional quality. Delivering this requires a continuous focus on
operational excellence throughout the organisation. This is particularly relevant given the
growth that we are experiencing, both as we onboard new customer projects and support
the transfer of production between locations.
With so much happening across our organisation, robust project management skills
and good communication is critical. We have well-established teams who work together
effectively to allow us to hit key milestones and to respond to changing customer
requirements. There is definitely a lot going on at the moment and it is very satisfying to
see us delivering on our commitments.
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
36
Performance review
The Group has achieved strong results, showing
good revenue growth and increased profitability,
and is on track with its five-year plan. The
acquisition of Murat Ticaret has improved both
revenue and profitability and has expanded our
presence into a fifth end-market sector, speeding
up our diversification. Our operations across varied
end-markets have made our business resilient,
allowing us to deliver strong financial performance
even in varied market conditions.
Over the past year, supply chains continued to
normalise and the lead time variability experienced
in the prior periods reduced. This has resulted in
two contrasting market dynamics. In our high
complexity areas, component availability improved
enabling our customers to address significant
backlogs that had accumulated. Conversely, in
the higher volume parts of our business, the more
stable supply chain conditions allowed customers
to reduce their inventory levels.
Trading performance overview
The Group generated revenue of $912.8 million
(FY2023: $722.8 million), an increase of 26.3%
compared to the previous year. This included
organic revenue growth of 6.9% and $142.9 million
contribution from acquisitions, being principally
the recently acquired Murat Ticaret business,
in addition to the full-year effect of our FY2023
acquisition.
Customers with complex requirements
accelerated demand thanks to better availability
of components, with organic revenue growth
of 15% in Medical and 32% in Complex Industrial
Technology. Supply chain improvements and
stability allowed other customers to reduce buffer
stocks. This effect was seen in Electric Vehicles,
where there was an organic revenue reduction
of 10% and in Consumer Electricals, where the
reduction was 8%. Underlying operating profit
increased by 33% to $89.7 million (FY2023:
$67.3 million), primarily due to the acquisition
of Murat Ticaret. Statutory operating profit
also rose to $63.9 million (FY2023: $53.8 million)
and included adjusting items and share-based
payments of $25.8 million (FY2023: $13.5 million).
The Group’s underlying operating margin was
9.8%, an improvement of 50 basis points, driven
by higher volumes, stringent cost controls,
vertical integration efficiencies, sales mix and the
acquisition of Murat Ticaret. This improvement,
achieved despite macroeconomic challenges and
inflationary pressures, demonstrates the resilience
and agility of our business. Additionally, we have
continued to invest in expanding the capacity of
the business to support future growth.
Strong free cash flow generation and an equity
raise earlier in the year supported capital
investment, dividend payments and acquisitions
spend of approximately $177 million. Consequently,
net debt (before operating leases) was $121.1
million at 31 March 2024 (2 April 2023: $76.4
million), excluding $32.9 million (2 April 2023: $27.3
million) of operating lease liabilities. The covenant
net debt to adjusted EBITDA ratio was 1.0 times
(FY2023: 1.0 times) giving the Group significant
headroom.
Impact of the macroeconomic
backdrop
Volex remains well positioned to navigate the
challenges of a dynamic macro-environment.
This strength is supported by our diverse markets,
extensive capabilities and global manufacturing
footprint. These core strengths have been essential
to our continued strong progress, enabling us to
overcome disruptions to global supply chains, as
well as the challenges posed by Covid-19 and the
war in Ukraine.
Although inflation rates remain elevated in many
parts of the world compared to the previous
decade, they have moderated from the previous
year. Our well-defined and transparent process
for managing inflation is well understood by our
customers. For power cord customers, where
copper is a significant part of our bill of materials,
contracts allow for the pass-through of cost
changes to the customer, although there can be
a short time lag in implementing price changes.
Other price inflation is addressed through price
discussions with customers, which occur on a
regular basis, such as quarterly, or on an ad hoc
basis as necessitated by changes in costs.
Supply chains continued to improve, allowing
some customers to accelerate production
to address backlogs, while others optimised
inventory levels and reduced buffer stock. The
normalisation of supply chain conditions also
allowed the Group to improve working capital,
resulting in net cash inflow for the year.
Revenue by reportable segment
Volex partners with a wide range of global blue-
chip businesses. Supporting our customers is
integral to our business model, and our global
footprint allows us to achieve this effectively.
Customers increasingly require manufacturing in
multiple locations to mitigate the risk of supply
chain disruption from any single country and
to align production closer to where the final
product is manufactured. Our regional operational
focus supports these needs and we, therefore,
analyse our customer revenue geographically.
Revenue is allocated based on where the
customer relationship is managed, reflecting our
customer-centric approach.
37
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Financials
Governance
Strategic
Business overview
Performance review continued
6.9%
Organic
revenue growth
9.8%
Underlying
operating margin
$31.6m
Investment in capital
expenditure
North America
North America represents our largest customer
segment, where we collaborate with some of
the region’s major technology companies and
global innovators. This segment comprises 40.8%
of Group revenue (FY2023: 47.0%). Revenue grew
by 9.6% to $372.3 million (FY2023: $339.8 million).
This reflects some of the strong organic growth
we experienced with our Medical customers
and within Data Centres, supplemented by the
contributions from the Murat Ticaret North
American customers. Offsetting these are the
reduction in revenue levels within the Electric
Vehicles and Consumer Electricals end-markets as
customers rationalised inventory levels.
Asia
Asia constitutes 20.3% of Group revenue (FY2023:
23.7%). Asia revenue increased by 8.0% to $185.1
million (FY2023: $171.4 million). The increase is
largely because of the growth from inYantra,
which is exposed to the rapidly expanding
Indian market. However, this positive trend was
somewhat mitigated by the normalisation seen in
the Consumer Electricals end-market.
Europe
Europe now accounts for 38.9% of Group revenue
(FY2023: 29.3%). Revenue in Europe increased by
68.0% to $355.4 million (FY2023: $211.6 million)
principally due to the acquisition of Murat Ticaret.
Additionally, strong organic growth from our
Medical customers and the annualised impact of
the FY2023 acquisition of RDS contributed to the
year-on-year revenue increase.
Revenue by customer sector
Electric Vehicles
Revenues in Electric Vehicles were lower year-on-
year against a particularly strong comparative.
In FY2023, customers built up buffer stocks to
mitigate the impact of variable lead times. In
FY2024, our customers were able to reduce their
inventory as lead times normalised, resulting
in a reduction in demand. Organic revenue
from our Electric Vehicles customers decreased
year-on-year by 10% to $123.7 million (FY2023:
$138.3 million), but still 19% higher than FY2022,
illustrating sustained growth over the longer-term.
The electric vehicle industry is set for continued
growth as consumer adoption increases,
supported by government legislation. Volex, with
its market-leading position and strong reputation
as an innovative manufacturer in this sector,
is well-positioned to capitalise on this growth.
Leveraging our extensive experience with EV
charging technology, we have expanded our
product offering to support faster AC charging
and out-of-home charging solutions, aiming
to broaden our customer base. To maintain
our competitive edge as one of the industry’s
lowest-cost producers, we continue to invest
in new product development, enhance vertical
integration, and refine our manufacturing
processes. This is important as the competitive
landscape intensifies.
Consumer Electricals
Improvements in supply chains allowed our
Consumer Electricals customers to reduce buffer
stock levels in the year. Consequently, revenue
reduced in FY2024 to $235.3 million (FY2023
restated: $259.6 million). The previous year’s
revenue has been restated to move $2.2 million
revenue to the newly launched Off-Highway
end-market. On an organic basis, revenue for this
sector declined by 8%. Two of the most substantial
components in our power cords, copper and
PVC, were, on average, at a lower price during the
year compared to the prior year, allowing us to
pass on cost savings to customers which in turn
contributed to part of the revenue reduction.
The ability to deliver a truly global solution to
supply high-quality power cords in every major
market is a key reason why Volex is a critical
supplier to many household name Consumer
Electricals brands. With proven expertise in wire
harness manufacturing, we are receiving an
excellent response as we look to expand in this
area. Our relatively low levels of penetration for
domestic appliance harnesses offer a strong
opportunity for expansion. This is combined
with a focus on cross-selling, capitalising on
our widespread manufacturing capabilities,
supporting sustained growth and customer
retention in a dynamic market environment.
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
38
Medical
Sales to Medical customers were exceptionally
strong this year, benefiting significantly from the
supply chain normalisation. This improvement
enabled our customers to acquire components
that were previously in short supply and address
pent-up demand. Medical revenues were up 15%
on an organic basis to $177.5 million (FY2023:
$145.0 million). Additionally, this sector benefited
from a full year of RDS revenues, following its
acquisition part-way through FY2023.
The medical products we manufacture are
complex, with precisely specified bills-of-materials,
making production dependent on the availability
of specialist components. Some of the catch-up
that occurred in FY2024 as supply chain conditions
improved is not expected to repeat in FY2025,
potentially leading to slightly reduced or broadly
flat demand levels in the near term. The mid-to-
long-term growth prospects for this sector are
supported by an ageing population and advances
in medical technology.
Complex Industrial Technology
Revenue from Complex Industrial Technology
increased organically by 32% to $213.4 million
(FY2023 restated: $157.7 million), bolstered by
the full-year effect of RDS which was acquired
in FY2023. The previous year’s revenue has
been restated to move $20.0 million revenue to
the newly launched Off-Highway end-market.
Excluding Data Centre customers, revenues within
this sector remained broadly flat on an organic
basis. Component availability has improved in
FY2024 as supply chain pressures eased; this could
lead to temporarily lower growth in the short term
as customers are able to reduce stock levels.
Data Centre customers are reported within
Complex Industrial Technology and represented
41.7% (FY2023: 21.2%) of revenue in this sector.
The revenue in this sub-sector increased by 131%
year-on-year, partly due to prior year shortages
of up-to-date network equipment essential to
support the adoption of 400 Gigabit-per-second
architecture in data centres. As these shortages
abated towards the end of FY2023 and throughout
FY2024, demand levels accelerated as customers
addressed their backlogs. In addition, the
expansion of data-intensive artificial intelligence
applications increased demand from Data Centre
customers.
Off-Highway
Following the acquisition of Murat Ticaret, we
established Off-Highway as a distinct fifth end-
market sector. Previously, our sales to Off-Highway
customers from our sites in North America and
Asia were reported under Consumer Electricals
and Complex Industrial Technology. We have
now restated these figures to reflect the FY2023
Off-Highway comparator of $22.2 million.
Revenues increased to $162.9 million in FY2024,
with $132.4 million as a result of seven months
contribution from the acquisition of Murat Ticaret.
There are significant cross-selling opportunities
within this end-market particularly in the
highly fragmented US market. Medium-
term growth is supported by factors such as
increasing urbanisation, advances in agricultural
technology and the accelerating trend towards
environmentally friendly and sustainable products.
Our global footprint and advanced manufacturing
assets position us well to capitalise on these trends
and expand our presence in this sector.
Realising our strategy
Five key pillars encompass our strategy: product
development; revenue growth; operational
excellence; investment and acquisition; and talent.
We are committed to developing the right
products and capabilities to become the
manufacturing partner of choice for our
customers. Through research and development,
we have expanded our product offering,
collaborating with our customers to understand
their specific requirements.
Our customers are central to our operations.
We excel in delivering outstanding quality and
service by maintaining regular, transparent
communication and continuously striving to
add value.
To consistently meet these high standards, we
closely monitor our manufacturing facilities and
processes, identifying ways to improve and to
increase efficiency and quality. Our continued
investment in vertical integration gives us greater
control over the supply chain and protects
margins. The customer service we provide
drives organic revenue growth as customers are
onboarded and increase our allocation of their
products.
Investments and acquisitions remain a
cornerstone of our strategic plan. Our investments
are tactically selected to enhance capacity and
capabilities, led by the customer and generally
approved based on a two-year payback period.
We are constantly evaluating potential acquisition
targets, or building relationships with businesses
that show strategic alignment, but are not
yet available for sale. Since FY2019, we have
successfully invested nearly $400 million on 12
strategic acquisitions, which has contributed
to expanding our product offering, improving
our international manufacturing footprint and
boosting earnings and margin.
All of which requires great people. We continue
to strengthen the organisation by bringing
in talented leaders, in addition to creating
development opportunities for existing employees.
Effective communication is critical, and we use
diverse channels to drive employee engagement.
39
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Financials
Governance
Strategic
Business overview
Performance review continued
Creating value through
organic investment
Investing in our business is a crucial component
of our strategy, delivering excellent returns with
projects typically recouping costs within two years.
Building on our strong track record of creating
value, we focus on growth areas while adhering to
stringent financial criteria. Our investments not
only maintain and enhance our assets but also
respond to increased customer demands and
support the development of new products, paving
the way for future expansion.
In response to increasing customer demand,
the Group invested in the further expansion
of its global manufacturing base, creating
additional capacity to facilitate growth as part of
the Group’s five-year growth plans. Total gross
capital investment increased to $31.6 million
(FY2023: $27.0 million), representing 3.5% of
revenue (FY2023: 3.7% of revenue). The prior year
expenditure included $8.7m of assets which were
purchased under lease agreements. As well as
expanding capacity to support future growth,
investment was concentrated on high-growth
areas, including EV and data centre capabilities.
The investment strategy continues to be shaped
by customer demand, localisation requirements
and capability enhancements.
In FY2024, we made $8 million of operational
investments to support growth. These investments
include additional operating costs to enhance our
operational capacity, expand our market presence,
and drive innovation. This also encompasses
increased depreciation expenses from additional
capital investments and costs associated with
scaling our organisation and manufacturing
footprint, such as recruiting additional sales and
engineering staff. These targeted expenditures
are essential for scaling up our operations and
positioning us for long-term success.
We also continued to invest in expanding our
research and development activities, including the
recruitment of additional specialists to advance
our product development programmes. We
expect to continue to enhance our research and
development teams through FY2025, ensuring
sustained innovation.
Creating value through
acquisitions
The successful acquisition and integration of
high-quality businesses remains a pivotal part of
our growth strategy. Our typical acquisition target
is a well-managed company in a sector where we
have a deep understanding. We favour businesses
with blue-chip, long-term customers and good
operational capabilities. This approach enables
us to maximise cross-selling opportunities and
synergies. Targets requiring significant integration
or restructuring effort are only contemplated
when we can identify the right management
resources to lead this activity.
Our acquisition process is thorough; we explore
both off-market deals and formal sales processes,
with each potential acquisition being rigorously
assessed by our investment committee before
we advance to negotiation. In an environment
where factors outside of managements control
(such as Covid-19) impacted profitability at
potential targets, both positively and negatively,
valuation can be complex and we have taken a
prudent approach in this regard. We proceed
to due diligence only when there is alignment
on commercial terms and we only pursue
opportunities that meet the strict value criteria
that we tailor for each transaction, based on its
specific characteristics.
Since 2018, we have acquired 12 businesses,
refining our expertise in seamlessly integrating
new operations. Our integration strategies are
tailored for each acquisition, concentrating on cost
synergies and cross-selling opportunities while
ensuring the new business fits within our regional
structure.
Acquisitions remain a high priority and we will
continue to actively pursue opportunities, at
different stages of qualification. We maintain a
strong balance sheet, good access to funding and
significant undrawn facilities. The completion
of any acquisition is dependent on the business
meeting our stringent requirements following
thorough due diligence and negotiations.
In FY2024, we successfully completed the
acquisition of Murat Ticaret for total consideration
of up to $196m including potential earn-outs
of up to $46 million over two years, subject to
the business achieving certain performance
conditions. This acquisition was completed at an
enterprise value to EBITDA multiple of 5.3 times,
assuming the earn-out payments are paid in full.
This demonstrates our continued ability to acquire
quality businesses at attractive valuations. Murat
Ticaret contributed revenues of $132.4 million to
the Group in FY2024.
Headquartered in Türkiye, Murat Ticaret is a
leading manufacturer of complex wire harnesses
for specialist applications, with a significant global
presence, including nine manufacturing sites
across three continents. This acquisition is our
largest to date and instantly scales our capabilities
in the Off-Highway sector, marking it as our fifth
end-market and further diversifying our portfolio.
Murat Ticaret also brings a diverse customer
Volex plc Annual Report and Accounts for the year ended 2024
40
stock code: VLX
$124m
Revenue FY2024
(11)%
Growth FY2024
Performance
Decline in revenues in FY2024 compared to FY2023
due to customers over-stocking in the prior year
and then reducing buffer stocks as supply chains
normalised
Broadening our customer base and our range
of products
With a vertically integrated offering including cable
extrusion we remain competitive on pricing
Opportunity
Expected market compound annual growth over five
years of 10%1
Impact
Increasing awareness of the environmental
consequences of passenger vehicle emissions is
heralding a move towards electric vehicles (‘EVs’). This is
predominantly a consumer-led trend, but also has the
support of governments all over the world.
The ongoing adoption of EVs is, in part, dependent
on the enhancement of charging infrastructure
as potential adopters are disinclined due to “range
anxiety”. Governments have pledged funding towards
on-the-go charging stations and major oil companies
have also entered the EV charging space.
1
Source: Statista research on global electric vehicles 2024-2028
Electric Vehicles
New customers and expansion of
product range
base of blue-chip manufacturers, with products
complementary to the rest of the Volex Group.
This provides the ability to market the full range
of Volex production capabilities to the acquired
customer base. Additionally, there is potential
to leverage our existing footprint to expand
operations in North America’s fragmented Off-
Highway market. Integration efforts commenced
immediately post-acquisition and are progressing
well, with promising customer engagement and
several exciting cross-selling opportunities, for
which we are developing targeted strategies.
Sustainability
We have continued to progress in enhancing
the sustainability of our operations, recognising
its importance to our business, customers,
employees, the communities we operate in
and our shareholders. During the year, we have
implemented new policies on environmental
management and responsible water use and
have improved our ratings with both CDP and
Ecovadis disclosure platforms. Our commitment
to sustainability is embedded in our operational
practices through a kaizen-based framework,
which drives continuous improvement activities
across all our factories. This ensures that each
facility identifies and reports on key initiatives that
contribute to both operational excellence and
sustainability.
With the integration of our Murat Ticaret
acquisition progressing well, we are enhancing
performance across many aspects of sustainability.
This progress will allow us to review our net zero
ambitions and solidify our action plans aimed
at progressively decarbonising our operations,
thereby reinforcing our commitment to long-term
environmental stewardship.
41
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Financials
Governance
Strategic
Business overview
Performance review continued
$235m
Revenue FY2024
(9)%
Growth FY2024
$178m
Revenue FY2024
+22%
Growth FY2024
Performance
Normalisation in consumer spending after surge in
home-working drove high demand for over two years
Macroeconomic headwinds continued into FY2024,
suppressing demand
Vertical integration has allowed us to decrease costs
Moderate recovery in demand has occurred in
the second half of FY2024, creating optimism in a
continued recovery
We have the scale, global footprint and experience
to meet the demands of our customers: delivering
high-quality products where and when they
are needed
Performance
With supply chains normalising, component
availability, which held back revenue in previous
years, improved and allowed customers to accelerate
production
Some of this catch-up from pent-up demand is not
expected to repeat in FY2025
Volex’s robust supply chain for medical-grade
components enables rapid response to customer
needs and scaling up production
Opportunity
Expected market compound annual growth over five
years of 3%2
Opportunity
Expected market compound annual growth over five
years of 6%3
Impact
As environmental concerns grow and fuel costs
rise, consumers are increasingly prioritising energy
efficiency in their purchasing decisions. This shift is
driving demand for products that not only reduce
energy consumption, but also offer cost savings
over time.
Simultaneously, there is an expected continued
increase in the adoption of smart technology,
driven by consumers’ desire for more efficient and
interconnected home solutions. Smart technology
offers the capability to automate routine tasks and
optimise household functions which can, significantly,
save time, energy and money for users. This integration
of advanced technology into everyday life is enhancing
the convenience and sustainability of modern living
spaces.
Impact
Medical OEMs are revolutionising healthcare by
incorporating cutting-edge advancements into their
products and solutions, significantly enhancing
patient outcomes. As population needs evolve with an
increased focus on prevention and early detection of
conditions, medical providers are turning to advanced
technological and scientific solutions to meet these
changing demands and ensure high-quality care.
In the post-Covid-19 landscape, there has been a
notable rebound in patient admissions and elective
surgeries, leading to a heightened demand for medical
devices that support various procedures. This trend
underscores the critical role of innovative medical
technologies in responding to the dynamic needs of
the healthcare sector.
2
Source: Statista research on global consumer electronics 2024-2028
3
Source: Statista research on global medical technology 2024-2028
Consumer Electricals
Normalisation in consumer spending
Medical
Maintaining strong customer relationships
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
42
$213m
Revenue FY2024
+35%
Growth FY2024
$163m
Revenue FY2024
+632%
Growth FY2024
Performance
Strong growth in sales of high-speed data centre
cables due to improved availability of semi-
conductors and transition to latest architecture to
support demand from AI applications
Expansion of capability and cross-selling via
acquisition
Volex has a manufacturing footprint to allow the
supply of components and finished goods from
tariff-free locations
Performance
Seven months of revenue contributed by Murat
Ticaret
Off-highway products previously sold in North
America and Asia, reported under Consumer
Electricals and Complex Industrial Technology, are
now realigned to the new sector
With specialist manufacturing facilities in North
America, Europe and Asia, we support our customers
with low volume manufacturing of complex wiring
harnesses
The acquisition of Murat Ticaret brings with it a
number of high-profile customers
Opportunity
Expected Data Centre market compound annual
growth over five years of 7%4
Opportunity
Expected commercial vehicle market compound
annual growth over seven years of 7%5
Impact
Drives economic growth and innovation, creating new
industries and jobs. Industrial automation improves
manufacturing processes, leading to increased
productivity and cost savings. This diverse sector also
serves transportation, aerospace and defence as well as
commercial applications.
The increased requirements for cloud computing
storage has created a need for ever-faster infrastructure
within Data Centres to support this. We are at the
forefront of this fast-moving, cutting edge technology,
with a dedicated research and development team
working on enhancing our product set based on
customer feedback.
Impact
The agriculture sector is undergoing a significant
transformation due to increasing mechanisation,
which compensates for labour shortages caused by
urban migration. This shift enhances productivity and
efficiency across agricultural operations.
Urbanisation and economic growth in emerging
markets are driving the expansion of commercial
vehicles. As these economies develop, demand
for products increases, spurring investments in
infrastructure and technology.
Furthermore, a shift toward sustainability is becoming
prominent, with rising consumer demand for
environmentally friendly and sustainable products. This
trend is expected to drive long-term sector growth.
4
Source: Statista research on data centres 2024-2028
5
Source: Fortune Business Insights research on commercial vehicles
2022-2029
Complex Industrial Technology
Data Centre demand driving
organic growth
Off-Highway
New sector introduced in FY2024 after the
acquisition of Murat Ticaret
43
www.volex.com
Financials
Governance
Strategic
Business overview
Financial review
Summary of financial results
$ million (unless otherwise stated)
52 weeks
ended
31 March 2024
52 weeks
ended
2 April 2023
Revenue
912.8
722.8
Gross profit
202.8
157.0
Gross margin
22.2%
21.7%
Underlying operating profit*
89.7
67.3
Underlying operating margin*
9.8%
9.3%
Statutory operating profit
63.9
53.8
Net finance cost
(15.5)
(9.1)
Underlying tax charge*
(15.9)
(10.7)
Underlying profit before tax*
77.4
59.3
Statutory profit before tax
51.6
45.8
Underlying diluted EPS*
33.0c
28.8c
* Before adjusting items and share-based payment charges.
Read more
about our
Financial
model on
page 24
Jon
Boaden
Chief
Financial
Officer
Statutory results
Revenue of $912.8 million (FY2023: $722.8 million)
represents year-on-year growth of 26.3%. Statutory
operating profit increased by $10.1 million to $63.9
million (FY2023: $53.8 million) which is an increase
of 18.8% compared to the prior year. Net finance
costs were $15.5 million (FY2023: $9.1 million),
resulting in a profit before tax of $51.6 million
(FY2023: $45.8 million) which is an increase of
12.7%. There was a tax charge for the year of
$11.4 million (FY2023: $8.4 million). Basic earnings
per share were 21.8 cents (FY2023: 23.2 cents), a
decrease of 6.0%.
Alternative performance
measures
The Group makes use of underlying and other
alternative performance measures in addition to
the measures set out in International Financial
Reporting Standards (‘IFRS’). Alternative
performance measures are set out in the
supplementary information on pages 197 to 198.
Underlying earnings measures exclude the impact
of adjusting items and share-based payments,
with further detail regarding the adjustments
shown in note 4 in the notes to the financial
statements. The Board and management team
make use of alternative performance measures
because they believe they provide additional
information on the underlying performance of the
business and help to make meaningful year-on-
year comparisons.
Group revenue
Group revenue increased by 26.3% to $912.8 million
(FY2023: $722.8 million) driven by strong organic
growth from customer demand, project wins
with both new and existing customers, and the
contribution from acquisitions. Sales in currencies
other than US dollars resulted in an adverse year-
on-year foreign exchange impact on revenue
of $2.3 million. Group organic revenue growth
was 6.9%.
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
44
Organic revenue from the Electric Vehicles
sector decreased by 9.6% to $123.7 million
(FY2023: $138.3 million), mainly due to customers
reducing buffer stock levels built up in FY2023
following supply chain stabilisation. Sales in the
Consumer Electricals sector fell to $235.3 million
in FY2024 (FY2023 restated: $259.6 million), with
an organic decline of 7.6%, primarily because of
consumer demand normalising and customers
working through excess inventory levels. Medical
revenues increased by 15.3% on an organic basis
to $177.5 million (FY2023: $145.0 million). Revenue
from Complex Industrial Technology rose to
$213.4 million (FY2023 restated: $157.7 million),
marking a 31.9% increase on an organic basis.
Excluding data centre customers, revenues were
broadly flat on an organic basis. Data Centre
revenues reached $88.8 million (FY2023: $37.7
million), reflecting a 135.5% growth driven by
improved availability of semiconductors and the
transition to the latest architecture supporting
demand from artificial intelligence applications.
In FY2024, with the completion of the Murat
Ticaret acquisition, we achieved immediate scale
in the Off-Highway sector and revenues previously
reported in other sectors were reallocated to
Off-Highway. FY2024 Off-Highway revenues were
$162.9 million (FY2023 restated: $22.2 million), a
39.9% increase on an organic basis.
Gross margin
The Group’s gross margin increased to 22.2% from
21.7% in FY2023. This improvement was partly due
to the continued deflation in the cost of key raw
materials, such as PVC and copper. Most of our
contracts with power cord customers allow us to
pass on changes in raw material costs, affecting
the gross margin percentage. While most raw
material purchases are denominated in US dollars,
other costs, such as labour, are paid in local
currencies. Variability in certain key currencies had
a beneficial impact of approximately 0.1%.
Operating profit
Underlying operating profit increased 33.3%
to $89.7 million (FY2023: $67.3 million). This
was favourably impacted by foreign exchange
benefit on retranslation of operating expenses,
the strong organic growth, cost optimisation
and contribution from Murat Ticaret, which was
acquired in mid-FY2024. The ratio of underlying
operating expenses to revenue was consistent with
the previous year, at 12.4%, and there continues to
be a strong focus on cost control and continuous
improvement activities. Statutory operating
profit increased by 18.8% to $63.9 million (FY2023:
$53.8 million), also reflecting the factors above.
The Group’s underlying operating margin was
maintained within the stated range of 9% to 10%
at 9.8%, which was 50bps better than the 9.3%
achieved in FY2023. Despite continuing headwinds
from commodity and labour inflation, operating
margin benefitted from acquisitions blending
up the margins, vertical integration, efficiency
improvement plans and cost control. The stronger
dollar also helped in relation to costs such as rent,
utilities and salaries paid in local currencies.
Adjusting items and share-based
payments
The Group presents some significant items
separately to provide clarity on the underlying
performance of the business. This includes
significant one-off costs, such as restructuring
and acquisition related costs, the non-cash
amortisation of intangible assets acquired as
part of business combinations and share-based
payments, as well as associated tax.
Acquisition costs of $3.8 million (FY2023:
$1.3 million) were incurred in the year. As well as
undertaking third-party due diligence, the Group
uses its own experts and in-depth understanding
of the sector to conduct a robust assessment of all
acquisition targets. Acquisition costs were higher,
reflecting the extensive due diligence and other
advisory fees in respect of the acquisition of Murat
Ticaret.
Amortisation of acquired intangibles increased
to $13.4 million (FY2023: $8.9 million) due to the
additional intangible assets identified as part of
the Murat Ticaret acquisition.
The charge recognised through the income
statement for share-based payment awards
comprises $5.5 million (FY2023: $4.6 million) in
respect of senior management, $nil (FY2023:
$0.9 million credit where awards lapsed in the
year) in respect of acquisitions and $0.8 million
(FY2023: $nil) for associated payroll taxes.
Share-based payments include awards made to
incentivise senior management as well as awards
granted to the senior management of acquired
companies. The awards made to acquired
company management form an important part of
the negotiation of consideration for an acquisition.
They are used to reduce the cash consideration,
and as an incentivisation and retention tool.
In accordance with IFRS, where these awards
include ongoing performance features, they are
recognised in the income statement rather than as
part of the cost of acquisition.
45
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Financials
Governance
Strategic
Business overview
Financial review continued
Net finance costs
Net finance costs increased to $15.5 million
(FY2023: $9.1 million) mainly due to the additional
utilisation of the revolving credit facility following
the acquisition of Murat Ticaret at the end of
August. The financing element for leases for
the year was $2.7 million (FY2023: $1.7 million).
The Group recognises interest income of $nil
(FY2023: $0.2 million) in relation to accrued interest
receivable on the 10% preference shares issued by
our associate, Kepler SignalTek.
Taxation
The Group’s income tax expense for the period
was $11.4m (FY2023: $8.4m), representing an
effective tax rate (‘ETR’) of 22.1% (FY2023: 18.3%).
The tax expense and ETR is higher than for the
prior year due to the favourable impact of the full
recognition of deferred tax assets in FY2023 in a
major jurisdiction, as required by International
Financial Reporting Standards. The assets are
principally due to the recognition of historical
operating losses, unclaimed capital allowances
and other temporary differences. The decision to
recognise these assets is based on an assessment,
in the relevant jurisdiction, of the probability of
future taxable profits which will be reduced by the
historical losses and allowances. As the profitability
of the Group’s operations has increased in recent
years, this threshold has been met in certain
countries.
Tax credits and charges relating to the underlying
operations of the Group, including losses that have
arisen through underlying activities, are reported
in underlying profit after tax. The impact of
deferred tax asset recognition on underlying profit
after tax was $0.7 million (FY2023: $5.8 million). The
recognised deferred tax assets are expected to be
recovered from profits arising from our underlying
operations. Tax charges and credits arising from
transactions reported as adjusting items and
share-based payments are reported outside
of underlying profit after tax. The deferred tax
assets are recovered in future periods by reducing
cash tax payable and recognising a deferred tax
expense in the income statement.
The underlying ETR (representing the income tax
expense on profit before tax, adjusting items and
share-based payments) was 20.5% (FY2023: 18.0%).
The impact of tax incentives and favourable tax
rate regimes contributed a 4.4% (FY2023: 1.5%)
benefit to underlying ETR. This is primarily due
to higher levels of R&D activity around the Group
that qualify for R&D-related incentives and the 5%
(FY2023: 1%) corporate income tax rate reduction in
Türkiye for profits attributable to export activities
combined with the acquisition of Murat Ticaret.
The net favourable impact on the underlying
ETR from judgements over deferred tax asset
recognition across multiple territories was lower at
0.5% for the year (FY2023: 7.1%) with the significant
reduction due to the full recognition of deferred
tax assets in FY2023 in a major jurisdiction.
FY2024 saw the introduction of inflation
accounting for tax purposes in Türkiye which
helped to mitigate the volatility in the underlying
ETR caused by continuing high levels of inflation
and currency devaluation, which across all
territories was a net favourable 0.1% impact
(FY2023: 3.2% adverse). Although the conditions
of the relevant taxation law have been met, on
30 April 2024 the Turkish Ministry of Finance
announced the postponement of the inflation
adjustment for the first fiscal quarter of 2024.
It is understood that this is to make things
administratively easier for taxpayers, and inflation
adjustments will be made again from the second
fiscal quarter 2024 onwards, but if inflation
adjustments for calendar year 2024 were to be
cancelled permanently by a future law change it
could have a significant adverse impact on the
Group’s underlying ETR during FY2025.
Cash tax paid during the period was $14.9 million
(FY2023: $7.9 million), representing an underlying
cash ETR of 19.3% (FY2023: 13.3%). The increase was
mainly caused by the acquisition of Murat Ticaret
and the timing of tax payments in Türkiye, as well
as the exhaustion of tax losses in a major overseas
jurisdiction leading to cash tax becoming payable.
The Group operates in a number of different tax
jurisdictions and is subject to periodic tax audits by
local authorities in the normal course of business
on a range of tax matters in relation to corporate
tax and transfer pricing. As at 31 March 2024, the
Group has net current tax liabilities of $16.5 million
(FY2023: $13.7 million) which include $10.8 million
(FY2023: $10.4 million) of provisions for tax
uncertainties. There is a further $1.1 million (FY2023:
$nil) of accrued interest relating to these amounts
recognised in other payables.
Earnings per share
Underlying diluted earnings per share increased
14.6% to 33.0 cents (FY2023: 28.8 cents). Basic
earnings per share decreased to 21.8 cents (FY2023:
23.2 cents).
The weighted average number of shares in the
year was 179.9 million (FY2023: 158.7 million).
Foreign exchange
The majority of the Group’s revenue is in US dollars,
with sales in other currencies including euro
and British pounds sterling. Most raw materials
purchases are also denominated in US dollars,
but other costs, such as rent, utilities and salaries
are paid in local currencies. This creates a small
operating profit exposure to movements in foreign
exchange, some of which is hedged. In addition,
foreign exchange losses from retranslation of
balance sheet items and the timing between
recognition and settlement of certain financial
assets for the period were $2.3 million (FY2023:
$0.6 million gain).
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
46
Cash flow
Operating cash flow before movements in working
capital was $102.7 million (FY2023: $78.4 million).
While benefiting from the strong operating
performance, operating cash flow reflects the
increased investment in the business. In addition,
there was a small favourable working capital
movement of $1.9 million, which compares to a
$8.6 million adverse movement in FY2023. The
reasons for the working capital movement are set
out below:
•
An increase in inventory to support growth
leading to a cash outflow of $5.6 million
(FY2023: $0.2 million cash outflow). Supply
chain lead times have stabilised and incidences
of component shortages have decreased
compared to FY2023, resulting in a stabilised
level of inventory. Inventories have increased
where required due to growth in our
operations and new customer projects;
•
An increase in receivables leading to a cash
outflow of $17.4 million (FY2023: $15.4 million
cash outflow) with the increase reflecting
growth of the business;
•
An inflow related to payables of $24.9 million
(FY2023: $7.0 million cash inflow). This was due
to the growth in the business and successfully
negotiated improved terms with a number of
suppliers; and
•
The acquisition Murat Ticaret, which is a
more working capital-intensive business, has
reduced working capital inflows.
Total gross capital expenditure increased to
$31.6 million from $27.0 million in FY2023. In the
prior year, of the $27.0 million, $18.3 million related
to cash spend and the remaining $8.7 million
related to new finance leases accounted for as
right-of-use assets under IFRS16. During the year,
the Group has invested in expanding facilities in
Suzhou, China; Bydgoszcz, Poland; Tijuana, Mexico;
Batam, Indonesia and Pune, India in order to
increase capacity and capabilities as the Group
continues to grow. We have continued with our
investment in automation, vertical integration and
in our high-growth sectors.
Free cash flow was $49.8 million (FY2023:
$38.1 million). Free cash flow represents net cash
flows before financing activities excluding the net
outflow from the acquisition of subsidiaries.
Net financing inflows were $95.5 million (FY2023:
outflows $31.4 million), mainly from increased
borrowings and issuing new shares to part-fund
the acquisition of Murat Ticaret. This also included
dividend payments of $6.7 million (FY2023:
$5.7 million).
Total cash expenditure on acquisitions (net
of cash acquired) was $138.8 million (FY2023:
$12.2 million), including $2.2 million (FY2023: $7.1
million) in respect of contingent consideration and
$2.3 million (FY2023: $nil) in respect of purchase of
shares of associates.
The Group is expecting to make payments of
$21.6 million in FY2025 in relation to contingent
consideration for acquisitions made in FY2024 and
previous years.
The cash outflow associated with the settlement of
awards under share-based payment arrangements
was $9.3 million (FY2023: $7.2 million). New shares
were issued in the year providing an inflow of
$72.3 million (FY2023: $nil).
Net debt and gearing
At 31 March 2024, the Group’s net debt (before
operating lease liabilities) was $121.1 million and
$154.0 million including operating lease liabilities.
At 2 April 2023, net debt (before operating lease
liabilities) was $76.4 million and $103.7 million
including operating lease liabilities.
At 31 March 2024, the Group’s covenant leverage
was 1.0 times (2 April 2023: 1.0 times). For further
details on the Group’s covenants, see the section
on ‘Banking facilities, covenants and going
concern’.
Dividend
The Board’s dividend policy, while taking into
account earnings cover, also takes into account
other factors such as the expected underlying
growth of the business, capital expenditure and
other investment requirements. The strength
of the Group’s balance sheet and its ability to
generate cash are also considered.
A final dividend of 2.8 pence per share (FY2023:
2.6 pence) will be recommended to shareholders
at the Annual General Meeting, reflecting the
Board’s confidence and the Group’s robust
financial position. The cash cost of this dividend
is expected to be approximately $6.4 million,
assuming no take-up of the scrip dividend.
Together with an interim dividend of 1.4 pence
per share paid in December 2023, this equates
to a full year dividend of 4.2 pence per share
(FY2023: 3.9 pence per share), an increase of 7.7%.
If approved, the final dividend will be paid on
25 August 2024 to all shareholders on the register
at 21 July 2024. The ex-dividend date will be
20 July 2024.
Banking facilities, covenants and
going concern
As at the FY2024 year end, the Group banking
facilities remained at $300 million, which are
due to expire in February 2026. The facility
comprises a $165 million revolving credit facility, a
$75 million term loan and an additional $60 million
uncommitted accordion. During FY2023, the first
of two options to extend for an additional year
was taken.
As at 31 March 2024, drawings under the facility
were $143.6 million (FY2023: $91.5 million) with $nil
drawn under the cash pool (FY2023: $nil).
47
www.volex.com
Financials
Governance
Strategic
Business overview
Financial review continued
At the year end, the covenant leverage was 1.0x
and covenant interest cover was 10.3 times, well
within the covenant terms of less than 2.75x and
greater than 3.0 times respectively.
The Group’s financial statements have been
prepared on the going concern basis, which
contemplates the continuity of normal business
activity with the realisation of assets and the
settlement of liabilities in the normal course of
business. When assessing the going concern
status of the Group, the Directors have considered
in particular its financial position, including its
significant balance of cash and cash equivalents
and the borrowing facility in place, including its
terms, remaining duration and covenants.
The Directors have prepared a cash flow forecast
for the period to end of September 2025, which
is based on the FY2025 Board-approved budget.
The Directors have performed sensitivity analysis
on the cash flow forecast using a base case and
downside scenario that take into account the
principal risks and uncertainties set out on pages
49 to 55 of the Annual Report. The Directors have
considered the potential impact of climate-related
physical and transition risks as part of the going
concern assessment and do not believe there
to be a significant impact in the going concern
period. The severe but plausible downside scenario
models a 15% reduction in year-on-year revenue,
equivalent to the worst result in the last 20 years,
and still provides significant covenant and liquidity
headroom. Subsequent to the year end, the Group
has taken advantage of favourable conditions to
increase and extend its credit facilities, thereby
further enhancing covenant compliance and
liquidity headroom.
Based on their assessment and these sensitivity
scenarios, the Directors are satisfied that there
are no material uncertainties regarding the
Group’s going concern status and that there is
a reasonable expectation that the Group has
adequate resources to continue in operational
existence for at least twelve months from the
date of approval of the financial statements. The
Directors therefore consider it appropriate to
adopt the going concern basis of accounting in
preparing the financial statements.
In June 2024, the Group completed a refinancing
of its banking facilities, with an eight-bank club.
An enlarged $600 million facility replaced the
Group’s existing $300 million multicurrency
revolving credit facility. The new facility has an
initial four-year term, with an extension option for
one additional year. It comprises a $400 million
revolving credit facility and an additional $200
million uncommitted accordion. The new facility
is unsecured, with improved interest margins
and an improved net debt to underlying EBITDA
covenant, providing additional headroom in
comparison to the previous facility, affording
greater flexibility to undertake organic and
inorganic investment to support growth. The key
terms of the facility are:
•
Available until June 2028 with the option to
extend for one further year;
•
No scheduled amortisation or security; and
•
Interest cover and net debt to underlying
EBITDA leverage covenants.
Financial instruments and cash
flow hedge accounting
In September 2022, an interest rate swap was
entered into following market evaluation, which
has enabled the Group to fix the interest rate paid
on a notional value of $50 million for a three-year
period.
For most products we sell to Consumer Electricals
customers, the price of copper has an impact on
the cost of key raw materials. This risk is minimised
by passing the variability in cost through to the
end customer in most cases. Where the customer
contract does not provide for the pass-through
of risk, the Group enters into forward contracts
to mitigate the Group’s exposure to copper price
volatility (which has been identified by the Group
as a key risk).
The forward contracts act as an economic hedge
against the impact of copper price movements.
They meet the hedge accounting requirements of
IFRS 9 and therefore are accounted for as cash flow
hedges of forecast future purchases of copper. As
at 31 March 2024, a financial asset of $nil (FY2023:
$nil) has been recognised in respect of the fair
value of open copper contracts. This credit is
retained in reserves until such time as the forecast
copper consumption takes place, at which point it
will be recycled through the income statement.
A charge of $0.1 million has been recognised in
cost of sales for FY2023 (FY2023: $0.3 million) in
respect of copper hedging contracts that closed
out during the period. This charge has arisen since
the average London Metal Exchange copper price
in the period has been below the contracted price.
The Group also has certain foreign operations
whose net assets are exposed to foreign currency
translation risk. The Group’s policy is to hedge this
exposure through designating certain amounts of
foreign currency denominated debt as a hedging
instrument.
Defined benefit pension
schemes
The Group’s net pension deficit under IAS 19 as at
31 March 2024 was $7.1 million (FY2023: $2.6 million
deficit). The increase in the pension deficit of
$4.5 million is mainly due to the acquisition of
Murat Ticaret during the year.
Jon Boaden
Chief Financial Officer
26 June 2024
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
48
Group Risk Management
Risk governance
The Group adopts the QCA Corporate Governance
Code (‘QCA code’) in relation to risk governance.
Under the QCA code, the Board is expected ‘to
ensure that the Company’s risk management
framework identifies and addresses all relevant
risks in order to execute and deliver strategy’,
including the need to determine ‘the extent of
exposure to the identified risks that the Company
is able to bear and willing to take’. The Board has
overall responsibility for the management of risk
within the Group as part of its role in providing
strategic oversight, with specific responsibility for
reviewing the effectiveness of the Group’s system
of internal controls and risk management being
delegated to the Audit Committee.
Given the risks and uncertainties inherent in
operating within a complex, competitive and
rapidly evolving global environment, it is crucial
to identify, understand and manage these risks
to ensure the Group’s long-term success and
sustainability.
Cybersecurity threats have continued to increase
in volume and sophistication for all companies. The
Company has previously identified cybersecurity
as a high risk and this remains true this year -
highlighting the ongoing challenges faced in an
interconnected environment where the exchange
of information, while essential to businesses, also
creates significant risks. Similarly, the increased
application of AI and automation through the
connection of information, information technology
systems and physical machinery, presents further
risks for cyber-attacks to traverse between these
areas.
In October 2023, our rapid response and effective
planning enabled us to swiftly address the
challenges following a cyber incident experienced
by the Group, with minimal disruption to
global production levels. Since then, we have
implemented several additional mitigations,
including through partnerships with technology
providers and the appointment of a new Group
Chief Information Officer (‘CIO’) who takes the lead
on our information technology and cybersecurity
strategies. We continue to monitor our
environments closely, assess risk and evaluate the
adequacy of our contingency planning to ensure
powerful protection, detection and response
capabilities against future threats.
Risk management process
The risk management process gives the Board
assurance that risk management and related
control systems in place are effective. During the
year, this comprised two key elements, which
are supported by other activities within our risk
management framework:
•
an ongoing process of assessment and
review of individual Volex sites and/or entities
undertaken by a combination of our Internal
Audit function, the Group Finance team and
the Operations teams; and
•
the annual risk survey conducted centrally
across the entire senior management team
and Group-wide functions. Potential risks are
assessed to reflect the likelihood of occurrence
and the potential impact on the business were
they to occur, as well as the extent to which
they are being addressed and mitigated.
Volex risk management
Overall responsibility for
risk management
Supports the Board
Strategic risk assessment
at Executive and Board level
Risks assessed at operational
and functional level
Principal risks
These are risks that could
have a material adverse
impact on the Group’s future
results or reputation
Strategic
Compliance
Operational
Financial
Top down
The Board
Audit Committee
Bottom up
Approach
Structure
49
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Financials
Governance
Strategic
Business overview
Group Risk Management continued
Risk heat map
The diagram opposite illustrates the relative positioning of our risks
in terms of impact and likelihood, and the level of management
focus on each.
Emerging risks
The Board and management continue to remain alert to emerging
risks. We consider emerging risks as part of our risk management
review process and as part of the everyday management of the
business. As part of the overall risk assessment process, a review is
conducted to identify emerging risks, so that these can be monitored
and the potential impacts can be understood and managed.
Horizon scanning is integrated into our everyday management of the
business to identify potential disruptions to our internal or external
business environment.
This year’s process highlighted an emerging risk in relation to
economic isolationism and trade barriers. This could present several
risks to businesses and the global economy including, for example:
•
Trade barriers, such as increased tariffs and import/export
restrictions which can disrupt global supply chains;
•
Economic nationalism, where policies favouring domestic
industries can lead to retaliation and trade wars, harming global
economic stability;
•
Rising protectionism could exacerbate geopolitical tensions,
leading to instability and uncertainty; and
•
Nationalistic sentiments may influence consumer preferences,
with a potential preference for domestic products over
foreign goods.
The Company’s Audit Committee and Board will continue to monitor
these risks closely as they develop.
Principal risks
Principal risks are those that the Board believes may materially affect the future prospects or reputation of the Group,
including those that could threaten its business model, future performance, solvency or liquidity. Identifying these potential
risks assists in ensuring risk management procedures and internal controls exist to prevent them from occurring, or to at
least mitigate their impact should they occur. Principal risks are categorised into four broad areas.
Strategic
Risks that may potentially affect the Group in delivering
its strategy or achieving its strategic objectives. This would
include macroeconomic risks as well as risks associated with
the execution of key elements of the Group’s strategy. The
Group considers potential risks and mitigation strategies when
developing its strategy. It is not always possible to foresee the
eventual risks at the time that the strategy is defined, which
may require measures to be introduced to control the risks.
Operational
Risks arising out of operational activities in areas such as
sales and operations planning, procurement, warehousing,
logistics and product development. These risks may need to
be mitigated by various levels of management who will be
required to take ownership of risk management in their area
of the business.
Financial
Risks relating to the financing or financial position of the
Group that may arise externally, such as financial market risk,
or internally from the perspective of internal controls and
processes. Financial risks can arise as a result of changes that
affect the financial landscape as a whole, such as changes in
the availability of funding for the business or foreign exchange
movements. They can also arise from decisions taken at a
Group level that can either expose the Group to financial risk
or fail to adequately mitigate financial risk.
Compliance
Risks relating to compliance with applicable laws and
regulations. These risks could arise as a result of a failure
to follow a particular procedure or from a change in the
regulatory or compliance landscape that has a material
impact on the Group and its existing operations or structure.
Compliance risks could have a financial implication in the
form of a fine or penalty, a significant cost of compliance or
the risk of reputational damage.
Low
Likelihood
High
Low
Impact
High
1
5
9
11
8
4
2
3
6
12
10
7
13
14
1 Acquisition integration
2 Market competition
3 Customer concentration
4 Global economic conditions
5 Supply chain
6 Staffing and people
7 IT and cybersecurity
8 Product quality
9 Technological change
10 Climate and environment
11 Access to finance
12 Commodity prices and
FX rates
13 Regulatory compliance
14 Financial controls
Key:
Strategic
Operational
Financial
Compliance
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Volex plc Annual Report and Accounts for the year ended 2024
50
Strategic risks
Risk and
possible impact
Risk mitigation activities
Trend
Link to KPIs
Link to
strategy
1. Strategic – Acquisition integration
Although the Group’s
recent acquisitions have
been of companies
that complement or
expand the Group’s
existing business,
there is a risk that the
synergies envisaged
pre-acquisition do not
materialise and that
the Group’s activities
become too unfocused.
The Group remains committed to pursuing
sequential acquisitions that add value and
generate cash from day one, utilising an
effective earn-out model when appropriate
to incentivise success and retain senior staff
in the acquired businesses. For acquisitions
aimed at realising synergies, or achieving
specific cost optimisation goals, programmes
are implemented to ensure these benefits
are realised. This may involve broader
integration activities, including changes to
internal structures and procedures, when such
adjustments are anticipated to be beneficial.
B
C
D
E
2. Strategic – Market competition
The Group operates
in highly competitive
markets and faces
competition from rivals
operating with lower
costs and overheads,
especially in the power
cords market. Increased
competition and
pricing pressures from
customers may lead to
reduced sales and profit
margins.
Volex has developed a successful
differentiation strategy to mitigate this risk.
The Group focuses on markets and customers
where it can stand out through factors other
than price, such as engineering expertise and
quality. Continuous improvement initiatives
including automation for higher volume
products and increased vertical integration
help maintain a competitive position.
Volex’s more complex products often demand
specialised engineering knowledge and
stringent regulatory approval, making it
difficult for customers to switch suppliers. The
Group conducts a programme of research and
development to keep its high-speed product
offerings current.
A
3. Strategic – Customer concentration
A proportion of the
Group’s revenue
continues to be derived
from a small number of
large customer accounts,
leading to potentially
disproportionate impact
if a key customer
account is reduced or
lost.
The diversity of customers that Volex serves
has increased in recent years, primarily due
to a number of important new relationships
following the acquisition of businesses. In
addition, Volex has been successful in growing
smaller accounts. These activities reduce
customer concentration risk. However, certain
production sites and entities may still be
vulnerable to reliance on individual customers.
A
Up trend
Down trend
No change
Key to trend
Product development
Revenue growth
Operational excellence
Investment and acquisition
Remarkable talent
Key to Strategy
A Annual revenue change
B Underlying operating profit
C Return on capital employed
D Underlying free cash flow
E Underlying basic EPS
F Employee safety
G Scope 1 and 2 carbon emissions
H Carbon intensity
Key to KPIs
51
www.volex.com
Financials
Governance
Strategic
Business overview
Group Risk Management continued
Risk and
possible impact
Risk mitigation activities
Trend
Link to KPIs
Link to
strategy
4. Strategic – Global economic conditions
The economy has
been challenged by
macroeconomic factors
including inflation,
supply chain difficulties,
the crisis in Ukraine
and the lasting effects
of Covid-19. There are
a range of short and
medium-term outcomes
with regards to how the
global economy could
respond. In the scenario
of economic contraction,
this could have an
impact on our sales and
profitability.
Management has carefully managed the
Group’s response to global supply chain
challenges, responding dynamically to meet
customer expectations. Variability in supply
and demand has created challenges both as
availability of components deteriorated and
since this has improved. These challenges
have been addressed by communicating
effectively and working closely with customers.
Inflationary cost pressures have been passed
through to customers, where required,
protecting profitability while remaining
competitive. The Group has conducted a
thorough assessment of its financial position,
confirming that even in a hypothetical scenario
where economic conditions cause a decline in
revenues, it has sufficient liquidity to continue
operating as a going concern.
A
B
Operational risks
Risk and possible
impact
Risk mitigation activities
Trend
Link to KPIs
Link to
strategy
5. Operational – Supply chain
The Group is in some
cases dependent on
single external suppliers
for components and
there are areas of the
business where vertical
integration is limited or
not appropriate. Supply
chains have improved
significantly but risks
of isolated disruption
remain.
While global supply chain issues have
demonstrated marked improvement, given
the complex nature of the Group’s supply
chain, this has caused variability in demand
across the different end-markets. Volex will
continue its strategy of increased vertical
integration and supplier diversification. As
a contract manufacturer, we often rely on
customers’ approved vendor lists for raw
materials and components, and for certain
specialised products, supplier options can be
limited. Individual sites and entities have taken
measures to secure sufficient stock, including
sourcing from alternative suppliers where
possible.
B
C
6. Operational – Staffing and people
The retention of staff in
key executive roles as
well as in on-the-ground
operations is important
to any business. The
departure of senior
managers as well as any
increase in turnover of
production staff may
have a negative impact
on the Group.
Competition for staff can be challenging,
especially in contracting labour markets. To
encourage retention, a long-term incentive
plan for key senior executives is in place.
Turnover rates for other roles vary significantly
across Volex sites, with local market conditions
leading to higher turnover at some production
locations. The global HR team is concentrating
on enhancing staff engagement and
improving employee satisfaction throughout
the Group, while also strengthening succession
planning for management and key positions.
F
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Volex plc Annual Report and Accounts for the year ended 2024
52
Risk and possible
impact
Risk mitigation activities
Trend
Link to KPIs
Link to
strategy
7. Operational – IT and cybersecurity
Cyber-attacks and
potential data breaches
are an ongoing threat
to all companies, which
could impact a business
from a reputational,
competitiveness and
financial standpoint.
During the year, the Group employed a new
Chief Information Officer, Luke Hull, to lead the
Group’s IT and cybersecurity strategies. The
Group has invested in further cybersecurity
measures to protect its security, data and
infrastructure, and has continued to provide
mandatory cybersecurity awareness training,
including internal phishing tests. Investment
will continue to maintain up-to-date and
effective servers and hardware.
C
8. Operational – Product quality
The impact on the Group
of product defects or
product failure not
only carries immediate
financial risk in terms of
repair or recall costs, but
longer-term damage to
its reputation for quality
and reliability.
\
A
D
E
9. Operational – Technological change
Developments in
technology and resulting
changes in demand
for specific products
represent not only an
opportunity, but also
a threat. The Group’s
products risk becoming
obsolete, while it also
risks failing to take
advantage of new
sectors opening up.
As a contract manufacturer, Volex is driven
by customer needs and designs. To mitigate
associated risks, the company is increasing R&D
investment, making acquisitions and enhancing
its strategic marketing function. The Group’s
design team continues to create innovative,
patentable products, maintaining Volex's strong
presence in the growing high-speed Data
Centre and EV markets. Volex is also diversifying
its product range and entering new markets.
Changes in charging technology have impacted
the EV business, and there is a potential risk from
the increasing use of wireless data transmission.
However, maintaining a well-diversified
customer portfolio and broadening our service
offerings should help ensure long-term stability.
A
Product development
Revenue growth
Operational excellence
Investment and acquisition
Remarkable talent
Key to Strategy
A Annual revenue change
B Underlying operating profit
C Return on capital employed
D Underlying free cash flow
E Underlying basic EPS
F Employee safety
G Scope 1 and 2 carbon emissions
H Carbon intensity
Key to KPIs
Up trend
Down trend
No change
Key to trend
53
www.volex.com
Financials
Governance
Strategic
Business overview
Risk and possible
impact
Risk mitigation activities
Trend
Link to KPIs
Link to
strategy
10. Operational – Climate and environment
Climate and
environmental risk
factors are an emerging
threat to all companies
and could impact a
business in terms of
energy supply, resource
availability and climate
disruption.
As a global manufacturer, Volex relies on a
stable energy supply and a secure provision of
resources and materials. Some of our facilities
and employees are based in geographic
locations where global warming may, over
time, have a significant detrimental impact
on the ability to operate. Our successful
diversification strategy and the establishment
of production capabilities across various
regions have enhanced our resilience.
G
H
Financial risks
Risk and possible
impact
Risk mitigation activities
Trend
Link to KPIs
Link to
strategy
11. Financial – Access to finance
If the Group cannot
access sufficient cash,
bank borrowing or equity
finance, investment and
acquisition plans may be
adversely affected.
The Company currently maintains a strong
balance sheet and, following the refinancing
in June 2024, has access to a $400 million
committed facility, along with an additional
$200 million uncommitted accordion. The
Group carefully evaluates the impact of any
significant transactions during both short-term
and long-term cash flow forecasting.
D
12. Financial – Commodity prices and FX rates
As a global manufacturer
producing and selling
around the world,
the Group’s supply
chain can be adversely
affected by movements
in commodity prices
and other supplier
inputs. The Group is also
exposed to fluctuations
and changes in currency
exchange rates.
Volex has effectively managed commodity
price risk through strategies such as hedging
and incorporating copper clauses in customer
contracts. In the near to medium term, the risk
of higher prices is heightened. To mitigate this,
Volex will continue passing through higher
copper costs.
B
Group Risk Management continued
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Volex plc Annual Report and Accounts for the year ended 2024
54
Compliance risks
Risk and possible
impact
Risk mitigation activities
Trend
Link to KPIs
Link to
strategy
13. Compliance – Regulatory compliance
The Group operates
in many jurisdictions
around the world, all
with different standards,
ethics and rules for
corporate governance,
employment law,
environmental law and
product compliance
and quality. The Group
also operates within an
international framework
of sanctions and is
subject to trade import
and export controls. As a
Group, we need to have
appropriate sanctions
and export controls, as
compliance is crucial to
protect the reputation
of the Group. Failure
to adhere to local or
international rules can
result in severe fines,
or even restrictions on
the ability of the Group
to operate in those
jurisdictions.
Compliance across the Group is centrally
overseen by the Head Office HR, Tax, and
Legal functions and managed locally at
Volex’s regional centres, with support from
professional advisers. Regular internal
assessments are conducted on various aspects,
including employment practices, health and
safety conditions and corporate compliance.
For Volex products, safety and compliance staff
are engaged from the early stages of product
design, working closely with customers and
regulatory agencies.
A trade compliance team ensures export
control compliance. At the supplier level,
standard agreements are in place, including
confidentiality terms, adherence to a code of
conduct and product warranty and liability
provisions. Environmental and quality
agreements are mandatory before any non-
approved vendor list supplier can be selected
and qualified as a Volex supplier.
Policy workshops and/or training are provided
to staff either in-person or online on a variety of
topics, including the Group’s code of conduct,
health and safety, cybersecurity, anti-bribery
and anti-corruption, modern slavery and
human trafficking, conflict minerals and
responsible sourcing and sanctions.
F
14. Compliance – Financial controls
With operations spread
across most continents
of the world, and
considerable autonomy
often afforded to local
regional centres and
entities, the risk of
control breaches opens
up the risk of loss
through fraud or through
prosecution for breach of
laws and regulations.
The Group has an internal audit co-sourcing
arrangement with an external provider and
a number of internal audit reviews looking at
financial controls have been completed during
the year. Central and regional head offices
exercise ongoing review and assessment of
individual Volex operations.
Annual participation in our anti-bribery
and anti-corruption online learning course
is mandatory for all relevant staff. Internal
authorisation processes are reviewed
periodically to ensure that they remain relevant
and effective.
C
Product development
Revenue growth
Operational excellence
Investment and acquisition
Remarkable talent
Key to Strategy
A Annual revenue change
B Underlying operating profit
C Return on capital employed
D Underlying free cash flow
E Underlying basic EPS
F Employee safety
G Scope 1 and 2 carbon emissions
H Carbon intensity
Key to KPIs
Up trend
Down trend
No change
Key to trend
55
www.volex.com
Financials
Governance
Strategic
Business overview
Committed to our ambitions to be a
responsible designer and manufacturer
At Volex, our approach is built on using data-led
insight gained from the implementation of our
Sustainability Reporting System to determine our
improvement priorities. Our Factory Sustainability
Framework engages each of our sites in the
sustainability improvement agenda while ensuring
we work collaboratively and in a coordinated
way, to maximise the benefits of our scale. Since
FY2022, we have established our approach to
becoming a more sustainable company and we
have aligned our improvement framework to
the UN’s Sustainable Development Goals. During
the past year, we have deployed new policies on
Environment Management and on Responsible
Water Use. We have delivered improvements in a
number of aspects of environmental management
within our key operational locations. We remain
committed to decarbonising our scope 1 and
2 emissions by 2035 and we will progressively
decarbonise our scope 3 emissions and our value
chain by 2050.
Management and stewardship
Our Board has overall responsibility for
the governance of the business
The Safety, Environmental and Sustainability
Committee provides the Board with regular
updates and has delegated responsibility from
the Board for these matters. In FY2024, we have
continued to refine our governance structures
ensuring that, as management, we have the
structures in place to ensure the right priority and
accountability.
Our Group Sustainability Steering Committee
provides a global and strategic oversight while our
regional and site-level management teams take
the necessary actions to ensure that we continue
to deliver progressively on the improvement
programmes needed to deliver our sustainability
ambitions.
Building ‘Excellence in Sustainability’
at a factory level
At Volex, we expect all factories to be making
sustainability improvements as an integrated
part of their efforts to boost operational
excellence. Each of our factories is unique with
differences in scope, scale and in the maturity
of their operational excellence programmes. As
a manufacturing organisation, we rely on site-
level kaizen improvements to achieve success
in everything that we do. We encourage all of
our sites to develop their own improvement
plans – aligned with their culture, community
and local priorities. Each site produces a weekly
kaizen report, which is shared with all other
sites in the Group to allow them to seize these
improvement opportunities. Often, these reports
include safety or environmental improvements
along with more traditional kaizens that improve
productivity or quality. We recognise excellence
in sustainability at a site level through our annual
Volex Site Excellence Awards programme and
we also operate a Kaizen Team Excellence Award
programme to highlight and celebrate the best
team kaizen in each location.
Sustainability is an integral part of Volex. We are proud to
partner with our customers, many of whom are already at
the forefront of the transition to a low-carbon economy.
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
56
Sustainability is integral to our business. As
a global specialist in power products and
power connectivity solutions, we provide our
customers with supply chain, manufacturing,
assembly and testing expertise. We are proud
to partner with our customers, many of whom
are already at the forefront of the transition to a
low-carbon economy. Through our customers,
many of our products, solutions and services
are helping to power the drive towards a more
sustainable future in line with the UN’s Sustainable
Development Goals.
At Volex, we recognise that the world’s climate
is changing rapidly and that humanity must
transition to a world which rebalances our use
of carbon while matching levels of resource
consumption with resource availability. In line
with our obligations under the Paris Agreement,
we have commenced our transition to become a
net zero emissions business. While our primary
focus is to reduce our greenhouse gas (‘GHG’)
emissions, we believe that our responsibilities
are broader than this and that, as a responsible,
trusted and sustainable business, we must
address other environmental impacts such as
our use of water and the management of any
waste generated within our business. We strive
to grow sustainably and to build operations that
embrace decarbonisation and have environmental
protection in their DNA.
Our sustainability strategy
As a global manufacturer, we are dependent upon
a sustainable supply of resources and energy
to enable us to meet the expectations of both
our customers and the end-users of our power
cords, connectors and harness assemblies. We
recognise that, as a global manufacturer, we have
a significant responsibility to protect and preserve
these natural resources and to use energy as
efficiently as possible. We are committed to having
a positive impact on the communities in which we
operate, while providing stable and meaningful
employment to our workforce and minimising
the negative impacts from our operations on the
natural environment.
Our products and solutions are part of a complex
global value chain within which there is a
significant prospect of substantial environmental
emissions both in terms of purchased goods
and services and emissions from upstream and
downstream transportation and distribution. We
have started to investigate our scope 3 emissions
and to engage with our supply chain specialists
around the world in the initial screening phase. We
have started to systematically capture emissions
from business travel and will continue to develop
models for employee commuting emissions in
FY2025. We recognise that at least a further 70% of
our total emissions could fall within the definition
of scope 3 emissions as defined by the Greenhouse
Gas Protocol and we will be working to verify our
scope 3 emissions over the coming years.
As a sustainable business that is growing rapidly,
we know that our absolute emissions will increase
year-on-year unless we can decouple our growth
from the negative impacts that our operations
cause to the natural environment. In FY2024, we
completed the acquisition of the Murat Ticaret
business, bringing nine operating locations and
approximately 5,000 new colleagues into the Volex
organisation. Our largest acquisition to date has
increased our annual energy consumption by
7,903 MWH and our scope 1 and 2 emissions have
increased by 2,259 tCO2e. However, we are pleased
to see a continued improvement in our carbon
intensity. In FY2024, our carbon intensity (based
on our scope 1 and 2 emissions) is 25.24 tCO2e per
$m revenues comparing favourably to 27.66 tCO2e
per $m revenues reported in FY2023. We were very
pleased that our track record on improving our
carbon intensity (28.3% reduction since FY2019)
was one of the metrics behind our inclusion in the
2024 FT Europe’s Climate Leaders listing recently
published by the Financial Times.
As a combined business we can report that for
FY2024, as our revenues have increased by 26%,
we have successfully limited the increase in our
scope 1 and 2 emissions to 15.6%. We would expect
this rate of decoupling to further improve as our
efforts to decarbonise the business accelerate.
As a manufacturer, we recognise that the energy
we consume to transform materials into our
customers’ products is the greatest contributing
factor to our carbon emissions, making up
89% of the total reported emissions in FY2024.
Electricity consumption accounts for 75% of the
total energy consumed by our operations. It is our
responsibility, therefore, to strive for operational
excellence in our manufacturing processes to
ensure that we only use the optimum amount of
energy necessary to produce our finished goods.
Driving quality improvements so that products
are built right first time, every time, thereby
eliminating the inefficiencies of correcting or
processing defective parts is an integral part of
this mindset and our approach to operational
excellence requires a relentless focus on kaizen.
Our key challenges include sourcing energy
responsibly to reduce our carbon emissions per
kilowatt-hour, scaling up our use of on-site solar
power generation and reducing our reliance on
backup diesel generators at some of our factories.
We are working to minimise waste to landfill
by ensuring a right-first-time approach to our
processes and ensuring that we reuse, repurpose,
or recycle any operational waste that is produced.
We are proceeding to deliver against our
Sustainability Strategy by creating an action
framework to deliver our sustainability agenda
for the future. This framework identifies three
key pillars of activity that underpin our efforts to
improve our performance on sustainability.
Sustainability at Volex
57
www.volex.com
Financials
Governance
Strategic
Business overview
Sustainability at Volex continued
Volex Sustainability
Reporting System
Since FY2021, we have been enhancing our
use of our sustainability reporting system.
We have established a standardised set
of environmental, social and governance
(‘ESG’)-related indicators, which are applied
across all of our operating locations. Many of
these metrics are reported on in more detail
within our sustainability supplement which
we are publishing annually to support these
disclosures.
Since FY2021, we have partnered with
UL, utilising their UL 360 Sustainability
Essentials solution as our reporting platform
as this gives us the capability to capture
and report on our ESG data consistently
across all parts of our business. We call this
platform the Volex Sustainability Reporting
System (‘V-SRS’).
This investment helps us to deliver
consistent management insight across a
wide array of environmental, social and
governance-related performance indicators,
enabling us to efficiently calculate our
global carbon emissions, whether at a site,
regional or enterprise level.
Using V-SRS enables each of our sites to
see their own monthly carbon emissions,
as well as many other important key
performance indicators, such as energy or
water consumption or the amount of waste
produced. All this helps our sites to monitor
changes in their emissions dynamically
throughout the year. This system also helps
us to ensure that we can be increasingly
granular and responsive in our disclosures
to our external stakeholders, whether their
focus is at a site, subsidiary, country or
Group perspective.
Building ‘Excellence in
Sustainability’ at a factory
level
At Volex, we expect all of our factories to
be driving local improvements in their
businesses. Our sites vary greatly in terms
of size and manufacturing process so the
Volex Factory Sustainability Framework was
designed to be a platform for each factory
to select their own prioritised improvement
actions for the year ahead. Every factory
has different priorities and is at a different
stage in its kaizen journey. We worked
hard to engage all of our sites in the design
and development of our Volex Factory
Sustainability Framework.
Since FY2021, we have run a programme
to recognise excellence at a site level. We
call this the Volex Site Excellence Awards.
This annual programme recognises the
best achievements across a number of
performance categories. Each winning site
receives a certificate and trophy. All winning
sites then take the time to hold a factory-
wide celebration event involving every
employee. It is extremely important for us,
at Volex, to take the time ‘at a site level’
to recognise and celebrate our successes
with every single employee. In FY2024, as
our business has grown, we have decided
to introduce a size categorisation to this
awards programme. We have categories
for both our small and large sites, creating
a fairer competition and providing us with
an additional opportunity to recognise
excellence at a site level.
Since FY2023, we included a specific
category for Sustainability. The first Site
Excellence Award for Sustainability in 2023
was won by our Henggang, China team
for their proactive engagement in the
sustainability agenda over the year, which
saw them install solar panels and reduce
water consumption amongst a range of
environmental improvement projects.
Our Henggang, China facility has won this
year’s award for the second consecutive
year, for their continued development
of their sustainability action plan. Some
of the team’s actions in FY2024 include
the implementation of sub-metering for
water use, the introduction of waterless
urinals and the adoption of digital smart
water meters. Our DE-KA business gained
a runner-up award in recognition of their
excellent work to gain USDA certification
for the use of bio-based plastics in the
production of power cords.
Consistent policy deployment
At Volex, we believe in taking action
collaboratively and in a coordinated way
to simplify the change management
complexities and eliminate duplication
of effort. Since 2019, we have deployed a
consistent approach to evaluating our sites’
safety performance. We have implemented
a common health and safety policy,
performance metrics and a site safety
evaluation framework to encourage the
development of a consistent safety culture
in all our factories.
We utilise a whistleblowing solution, in
partnership with NAVEX Global, called
‘Speak Up’, and have deployed this globally.
All reports are evaluated and the Board
receives periodic updates.
In FY2024, we deployed a global policy
on Environmental Management and a
second policy on Responsible Water Use.
We have worked together to establish
a single framework for our factories to
drive their sustainability actions and have
implemented a common reporting system
through which they manage their ESG data
reporting. During FY2024, we decided that
we would require all sites to achieve ISO
45001 certification and to date ten of our
factories (36%), covering 51% of our global
workforce, have achieved this important
milestone.
During FY2024, we have started to
coordinate and standardise our approach
to sustainable procurement, we have
revised and strengthened our Supplier Code
of Conduct and reviewed regional best
practices for sustainability audits within our
supply chain.
In FY2024, we worked together as a global
team to activate our new Environmental
and Responsible Water Use policies. With
the arrival of the Murat Ticaret acquisition,
we paused the work on our decarbonisation
plan for the business until we could assess
the impact of this transformative acquisition
on both our carbon footprint and wider ESG
performance framework. This acquisition
has impacted both negatively and in some
cases, positively on our KPI performance as
is described in the next few pages.
1.
2.
3.
Data-led insight
Through the Volex Sustainability
Reporting System
A bottom-up approach
Through the Volex Factory
Sustainability Framework
Group-wide action
Through use of our data
and global scale to achieve
maximum impact
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Volex plc Annual Report and Accounts for the year ended 2024
58
At Volex we
strive to be:
Our improvement effort is
focused on:
UN SDG
Metrics
FY2024
FY2023
A Sustainable
Business
• Delivering year-on-year
improvements in process and
production efficiencies
• Using our resources efficiently
and maximising recycling rates
across our operations
Carbon intensity1
tCO2e/$m
25.3
27.7
Waste to landfill2
tonnes
766.4
241.9
Recycling rates3
82%
90%
Water intensity4
230
265
A Responsible
Business
• Ensuring all our employees
are safe, healthy and engaged
while at work
• Ensuring that all our workers
receive competitive pay and
benefits
• Ensuring an inclusive culture
that values diversity
Accident rate5
1.28
1.24
ISO 450016
51%
61%
Turnover7
2.1%
3.4%
Absence8
3.7%
3.6%
Diversity9
60%
54%
A Trusted
Business
• Delivering products and
services to our customers
that provide their power and
connectivity needs, helping to
power life and supporting the
move to a greener economy
• Operating our business
ethically and with integrity,
ensuring a robust code of
conduct is embraced by all our
employees
% revenue from
green products10
14%
19%
Employees
trained in equal
opportunities and
diversity11
6,984
5,642
Employees trained
in Cybersecurity12
1,660
1,680
ISO 900113
99%
98.9%
1
tCO2e per $m revenue (scope 1 and 2 emissions). We include all material emission sources from within the financial control boundary and this is subject to limited
assurance. In this metric we have excluded scope 3 emissions as we have limited data to date. Our carbon intensity for FY2024 including our scope 3 emissions, is
27.6tCO2e/$m revenues. The scope of our carbon emission measurement is shown on pages 71 to 72.
2
Tonnes of waste sent to landfill. In FY2024 our disclosure covers all 28 factories (FY2023, 17 factories).
3
The percentage of the total solid waste produced that is recycled.
4
Water intensity is reported as metric tonnes of water consumed per $m revenue. All sites report water usage data.
5
Lost time accidents per million hours worked and inclusive of our temporary and agency workers. We report on, and include, all injury incidents including those
involving contractors. A lost time accident is any injury incident resulting in the loss of more than 1 day of time loss after the initial date of injury. This frequency
rate is equivalent to 0.2 accidents per 200,000 hours worked. This frequency rate excludes the impact of the Murat Ticaret business that employs 31% of our total
workforce.
6
The percentage of our total global workforce employed at an ISO 45001 certified location. 2 further sites in Poland and Slovakia gained this certification in FY2024
however the increase in our global workforce resulting from the Murat Ticaret acquisition has caused the reduction in this percentage.
7
Our turnover rate is the number of leavers/total workforce as a percentage. We report the average monthly turnover excluding leavers where short-term fixed-
term contracts expire. Our overall average monthly turnover for FY2024 is 3.7% (FY2023 3.4%).
8
Our absence percentage is the number of hours of absence as a percentage of total worked hours. We report the average monthly absence percentage excluding
holiday, off-the-job training and maternity leave hours.
9
This percentage shows the proportion of the total workforce who are female based on our year-end actual workforce. Additional diversity metrics are shown on
page 74.
10 The percentage of our revenue from green products, specifically EV sales. As a percentage this year this number has reduced as our revenues have grown in other
product areas.
11
This is the number of employees who received training on equal opportunities and diversity in FY2024. This represents 46% of our year-end workforce.
12 Number of employees participating in our monthly Cybersecurity e-learning programme. This e-learning is applied to management and our professional
workforce only. In FY2024 we added a comprehensive annual e-learning module to strengthen our Cybersecurity awareness.
13 The percentage of the total workforce employed at an ISO 9001 certified location. 83% of our workforce is employed at an ISO 14001 certified location. All
certifications are available on our website.
59
www.volex.com
Financials
Governance
Strategic
Business overview
A sustainable business
Introduction
As a global manufacturer we recognise that we
have a significant responsibility to protect and
preserve natural resources and to use our energy
as efficiently as possible. We are committed to
having a positive impact on the communities
in which we operate, providing stable and
meaningful employment to our workforce while
ensuring that we minimise any negative impacts
on the natural environment from our operations.
Climate change – responding to
the challenges
At Volex, we recognise that the world’s climate is
changing rapidly and that humanity must transition
to a world which rebalances our use of carbon while
matching levels of resource demand with resource
availability. We recognise the increasingly disruptive
changes that are taking place to the world’s
climate and we are committed to playing our part
in tackling climate change. Our overall objective
is to reduce our carbon footprint across our value
chain by delivering improvements within our own
operations, across our value chain and through
engagement with external stakeholders.
Materiality assessment
In FY2024, we prepared a materiality assessment
which was reviewed and approved by the Board.
This is published in our sustainability supplement.
We identified the most important ESG issues for
our business while taking into account the needs
and expectations of some of our stakeholders. An
example of this would be many of our customers
set clear priorities for us on a range of ESG issues
from decarbonisation and environmental impacts
through to labour and human rights. During the year,
we have received insights from a variety of external
stakeholders including fund managers, analysts
and other financial institutions. This assessment
strengthens the transparency and accountability
of our disclosures. We identified 16 topics, with
workforce health and safety and labour compliance
topics weighted significantly and social dialogue and
waste management ranked less significantly. This
assessment is reviewed at least annually.
Climate-related Financial
Disclosures (‘CFD’)
In FY2023 we completed a comprehensive review
of the risks and opportunities presented by climate
change following the recommendations of the
Taskforce on Climate-related Financial Disclosures
(‘TCFD’) a year ahead of this becoming a legal
requirement for Volex. In FY2024, we have completed
a comprehensive analysis of climate-related risks
and opportunities and this has been prepared in
line with the full recommendations of the TCFD.
We continue to evolve our non-financial disclosures
in line with emerging recommendations and
principles, ensuring we remain compliant with the
reporting requirements in sections 414CA and 414CB
of the Companies Act. Our full report is available on
page 63.
Our roadmap to net zero
At Volex, we have committed to reducing our
emissions to net zero. In the short-term, we will
continue our efforts to decouple business growth
from any growth in our emissions. We will produce
a detailed decarbonisation roadmap, including
establishing our targets in accordance with the
Science Based Targets initiative. In the medium-
term, we will reduce scope 1 and 2 emissions to
net zero by 2035. Over the longer-term, we will
bring our total scope 1, 2 and 3 emissions to net
zero by 2050 (or earlier if otherwise agreed by the
international community).
We have defined FY2019 as our base year for our
emissions reporting as this is in line with our peer
group. We will use FY2022 as the base year for a
wider set of environmental and sustainability-related
improvement targets as this was the first year that
the business was able to produce a comprehensive
environmental performance data set.
We are taking steps to reduce the carbon
emissions associated with our operations. In
FY2024, we have increased our use of on-site solar
generation, resulting in 153 tCO2e of emissions
being avoided (compared to 80 tCO2e in FY2023).
We have expanded our use of PV-generated solar
energy and other energy-efficient technologies.
We delivered an 8.4% reduction in carbon intensity
per $m revenue compared to the prior year and
our carbon intensity has now reduced by 28% since
FY2019. Our use of renewable energy (KWHs) has
increased by 172% compared to the previous year.
We have established energy efficiency as a key
pillar within our factory sustainability framework
and improvement ideas which generate energy
efficiency are identified and implemented across
the Group through our kaizen programme.
Environmental policy
At Volex, we are committed to conducting our
business in an environmentally responsible way so
as to benefit our shareholders, the environment
and other stakeholders. We recognise the
challenges facing the modern world from climate
change and the urgent need for substantive action.
During FY2024, we developed a comprehensive
environmental policy that has been reviewed and
approved by our Board. Our environmental policy,
which is available on our website, includes 16
commitments which will focus our improvement
efforts in the years ahead. We will report our
progress through annual updates to this policy and
through our formal disclosure processes.
Enhanced sustainability
disclosures
In FY2024, we started our journey towards
becoming a net zero business. In our FY2023
reporting cycle, we recognised that our
stakeholders wanted greater granularity around
our sustainability performance, and with a growing
list of performance indicators, we decided to
produce a supplemental sustainability disclosure
report, which was published alongside our Annual
Report and Accounts. The latest version of this
supplement is available on the Volex website.
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Volex plc Annual Report and Accounts for the year ended 2024
60
Our progress in FY2024
Emissions
Our absolute emissions (scope 1 and 2) have
increased this year by 15.6% as a result of the
growth of the business, which has seen our
revenues increase 26.3% compared to the previous
year. These emissions are driven primarily by
our energy consumption for our manufacturing
operations, of which 75% relates to the
consumption of electricity within our factories.
Our emissions intensity reduced by 8.4% in FY2024
as we benefitted from our business expanding
into less energy intensive manufacturing
processes with our acquisition of the wire harness
manufacturer Murat Ticaret. Our emissions
intensity (scope 1 and 2) has now reduced by 28%
compared to our first baseline year of FY2019. We
expect to see a further reduction in emissions
intensity as further sites bring online their solar
PV capabilities in the coming year. Investigative
work is ongoing to identify ways to reduce our use
of diesel generators in those countries where a
back-up power supply to the main electricity grid
is required to support our operations.
Energy and efficiency
improvement actions in 2024
As 75% of our energy consumption is electricity,
we are committed to improving energy efficiency
across the business. As part of introducing the
Volex Factory Sustainability Framework, we
encourage each site to adopt energy efficiency
measures. This includes the adoption of LED
lighting solutions and, to date, we have achieved
86% LED adoption across the Group with more
than 42,000 LED bulbs now in use. We have taken
action to replace older, less efficient machinery
with more modern and more sustainable solutions.
We have increased our energy efficiency by
reducing the bar pressure within the compressed
air systems in our factories. This improvement
action alone delivers a number of benefits,
including a reduction in energy demand from
the use of our compressors, and it also reduces
noise levels and reduces a number of health and
safety risks. We have continued to invest in more
energy-efficient equipment in our operations. We
have expanded our consumption of renewable
energy by 172% compared to the prior year. Our
Henggang, China factory was the first of our plants
to install a 100kW solar panel array to support
the decarbonisation of its energy supply and our
Suzhou, China plant brings online its PV capability
early in FY2025. Our Zhongshan, China plant was
the first of our large plants to commence the
transition to a greener power supply model as
they entered into a contract to purchase 25% of
their electricity from a green energy supplier. We
have 30 on-site EV charging points installed at our
operating locations.
Water
Volex is committed to reducing the consumption
of water within the business. Our objective is
to ensure that this precious natural resource
is used sustainably and always returned to the
water system in a good condition. In FY2024,
we consumed 210,337 metric tonnes of water
(230mt/$m revenues) compared to 191,478
in FY2023 (265mt/$m revenues), a year-on-
year improvement of 13%. Through our TCFD
preparatory work we have assessed the Group’s
exposure to water stress. We utilised Munich Re’s
analytical capabilities, which are based on the
World Resources Institute’s Aqueduct Water Risk
Atlas. Through this analysis we can see that 50%
of our locations are in extremely high water stress
areas and therefore our focus is on minimising
water consumption.
None of our sites are high water consumers due to
the nature of the manufacturing processes used
within the business. Our three China-based sites
account for 48% of our global water consumption.
Most of our locations’ water use is minimal as
it is not used in our traditional manufacturing
processes. Some operations, including injection
moulding and extrusion operations, do require
process water, but these operate with closed-
loop systems. Water efficiency is one of the
improvement areas in our Factory Sustainability
Framework and we launched a Responsible Water
Use policy across the organisation during FY2024.
Other parts of our business are at risk of excess
precipitation and by applying geospatial
modelling to establish current physical risks and
to assess how these vary across different IPCC
Representative Concentration Pathway scenarios,
it is possible to identify that six of our sites in our
China, Asia and Türkiye regions have medium-high
precipitation stress risk exposure.
Waste
Volex is committing to reducing the quantity
of waste, including hazardous waste, that is
generated within the business and we are
reducing our waste to landfill at several locations.
In FY2024, we have included waste data from all
28 factories (17 in FY2023). This includes our Murat
Ticaret factories, even though they have not yet
implemented a waste management programme.
As a Group we produced 5,975 tonnes of total
solid waste and our recycling rate reduced from
90% in FY2023 to 82% in FY2024, reflecting the
impact of this recent acquisition on our overall
environmental performance. Our waste to landfill
was 766 tonnes compared to the 242 tonnes that
we reported in FY2023. These increases to our
waste-related performance indicators reflects the
combined impact of an increased number of our
sites reporting their waste data and the effects of
our most recent acquisition. All sites are reporting
waste data and we have 17 sites operating at a
‘zero waste to landfill’ condition compared to the
seven factories that we reported in FY2023.
61
www.volex.com
Financials
Governance
Strategic
Business overview
Our progress in FY2024 continued
Environmental Improvement
Activities
Within the Volex Factory Sustainability Framework,
every site is encouraged to adopt improvement
initiatives that are materially relevant to their
operations and local stakeholders. There are many
examples each year of how our sites respond
to this challenge; our inyantra factory in Pune,
India engaged in a community tree planting
activity, and one of the newly acquired sites in
Murat Ticaret, located in Kutahya, Türkiye, has
planted 200 trees around their factory to boost
local biodiversity. Other sites have championed
responsible water use or commenced the
implementation of solar panels to reduce their
carbon emissions.
Environmental Product
Sustainability
Many of our products are aligned to key ESG
objectives, including those that we manufacture
for electric vehicles, medical equipment, data
centres, robotics and automation. In FY2024,
13.6% of Group revenues related directly to our
products that support electric vehicles. From
a product perspective we are compliant with
the provisions of EU RoHS and EU REACH, and
implement stringent controls to eliminate the use
of hazardous substances. We offer products that
are free from MCCP, phthalates, lead and DINP,
and a range of halogen-free cables. Our product
engineers are constantly assessing ways of making
our products more sustainable. Our teams are
constantly innovating to identify more resource-
efficient ways of manufacturing our products.
In our DE-KA business, their innovative use of
bioplastics gained USDA approval for a bio-based
power cord product.
Establishing the carbon
footprint of our products and
product life cycles
Increasingly, our customers are seeking our
assistance with the intricacies of product Life Cycle
Assessment (‘LCA’) and Product Carbon Footprint
(‘PCF’). This is of particular interest to our power
cord customers and the undertaking is no small
feat, particularly within the dynamic landscape of
manufacturing and supply chain management.
The cradle-to-grave process inherent in our
operations adds layers of complexity, as each
component and stage requires careful scrutiny.
Our robust product designs, while ensuring quality
and reliability, contribute to this complexity, with
multiple components even within a single finished
product. We are at the start of our journey and
each assessment provides us with greater insight
and a more repeatable process.
Supply chain sustainability
We challenge our businesses through our
Factory Sustainability Framework to focus on
improvements within our global supply chain
to reduce the inherent emissions from the
transportation of products both internally and in
our external supply chain. Changing the sources of
key materials, reviewing packaging materials and
packaging solutions, becoming more vertically
integrated and considering greater use of local
supply possibilities are all actions that enable us to
further decarbonise our supply chain. In FY2024, we
have updated our Supplier Code of Conduct and
commenced work on a sustainable procurement
policy. Working with our global supply chain
professionals, we have raised their awareness of the
importance of sustainability in the supply chain and
have reviewed our internal supplier audit practices
to identify global best practices.
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Volex plc Annual Report and Accounts for the year ended 2024
62
Non-financial and Sustainability Information
Statement
Introduction
As a manufacturer with a global operation, supply
chain and customer presence, Volex recognises
the importance of understanding the current
and future potential impacts of climate change
on our business. We also take the responsibility
that the Company holds in reducing its direct
impact on the planet seriously. This year, we have
again undertaken a comprehensive analysis of
our climate-related risks and opportunities on our
strategy, taking into consideration their financial
impact and considering them under different
timeframes and scenarios.
The following report covers the Board’s
oversight of climate-related issues; the Group’s
integration of climate change within our overall
risk management processes; our strategies for
managing climate-related risks; and relevant
metrics used to measure progress towards our
climate targets.
The Board notes the requirement for mandatory
climate-related disclosures within the Companies
(Strategic Report) (Climate-related Financial Disclosure)
Regulations 2022, which this report addresses.
In setting out this report, we have referenced the
full TCFD recommended disclosures as detailed in
‘Recommendations of the Task Force on Climate-
related Financial Disclosures’ 2017, with use of
additional guidance from ‘Implementing the
Recommendations of the Task Force on Climate-
Related Financial Disclosures’, 2021. Additionally,
following the amendment of sections 414C, 414CA
and 414CB of the Companies Act 2006, the Group has
indicated, in the below table, which of the climate-
related disclosures, outlined in Section 414CB, are
addressed by the TCFD recommended disclosures,
alongside the pages of the 2024 Annual Report and
Accounts where these are located.
In 2024, the acquisition of Murat Ticaret was
the primary focus and we have reported on the
combined scope 1 and scope 2 emissions for the
expanded Group. We decided to pause work on
our Group-wide scope 3 emissions until the new
business was integrated. Having successfully
integrated the business, we are committed to
improving the data collection required for us
to report on our upstream and downstream
emissions in the coming years.
Recommendation
Recommended disclosures
Page
reference
CA 414CB
Governance
Disclose the organisation’s
governance around climate-
related risks and opportunities.
a) Describe the Board’s oversight of climate-related risks
and opportunities.
Page 64
(a)
b) Describe management’s role in assessing and
managing climate-related risks and opportunities.
Page 65
(a)
Strategy
Disclose the actual and
potential impacts of
climate‑related risks and
opportunities on the
organisation’s businesses,
strategy, and financial
planning, where such
information is material.
a) Describe the climate-related risks and opportunities
the organisation has identified over the short,
medium, and long-term.
Pages 66-68
(d)
b) Describe the impact of climate-related risks and
opportunities on the organisation’s businesses,
strategy, and financial planning.
Pages 66-70
(e)
c) Describe the resilience of the organisation’s strategy,
taking into consideration different climate-related
scenarios, including a 2°C or lower scenario.
Page 66
(f)
Risk Management
Disclose how the organisation
identifies, assesses and
manages climate-related risks.
a) Describe the organisation’s processes for identifying
and assessing climate-related risks.
Page 65
(b)
b) Describe the organisation’s processes for managing
climate-related risks.
Page 66
(b)
c) Describe how processes for identifying, assessing and
managing climate-related risks are integrated into the
organisation’s overall risk management.
Pages 65-69
(c)
Metrics and Targets
Disclose the metrics and
targets used to assess
and manage relevant
climate‑related risks and
opportunities where such
information is material.
a) Disclose the metrics used by the organisation to
assess climate-related risks and opportunities in line
with its strategy and risk management process.
Page 70
(h)
b) Disclose scope 1, scope 2 and, if appropriate, scope 3
greenhouse gas (GHG) emissions, and the related risks.
Pages 71-72
(h)
c) Describe the targets used by the organisation to
manage climate-related risks and opportunities and
performance against targets.
Pages 70-72
(g)
63
www.volex.com
Financials
Governance
Strategic
Business overview
Governance
Board level
The Board of Directors has oversight and ultimate
responsibility for Volex’s sustainability strategy,
targets, disclosures and reporting. The Board’s
responsibility includes (but is not limited to)
climate-related risks and opportunities and
the monitoring of Group performance towards
achieving climate-related targets in line with TCFD
recommendations. The Board regularly considers
climate-related issues when reviewing and
guiding strategy, such as inclusion of ESG factors
within the due diligence processes that take place
prior to acquisitions and overseeing the sign-off
of major capital expenditures. Environmental due
diligence was undertaken prior to the acquisition
of Murat Ticaret.
The Board receives at least two updates each
year at Board meetings on key sustainability and
climate-related matters that impact the sectors in
which the Group’s businesses operate and on the
specific measures that need to be implemented
to drive improved climate-related performance of
the businesses.
The risk management process gives the Board
assurance that risk management and related
control systems in place are effective. During the
year this comprised two key elements, which
are supported by other activities within our risk
management framework: an ongoing process of
assessment and review of individual Volex sites
and/or entities undertaken by a combination of
our Internal Audit function, the Group Finance
team and the operations teams; and the annual
risk survey conducted centrally across the entire
senior management team and Group-wide
functions. The Board delegates responsibility for
driving ESG strategy, including responsibility for
identifying, considering and managing climate-
related risks and opportunities, to the Safety,
Environment and Sustainability (‘SES’) Committee,
whose members include the Executive Chairman,
an independent Non-Executive Director and the
Group’s HR Director. The Committee’s terms of
reference are available on our website. The SES
Committee reports to the Board following its
biannual meetings.
The Board oversees and monitors progress against
our key sustainability goals including our net zero
by 2035 scope 1 and 2 emissions target.
The Board is yet to deploy a firm link between
Executive remuneration and ESG indicators.
However, the Board has resolved that its
Remuneration Committee will review this on an
annual basis.
Management level
At a management level, an executive Group
Sustainability Steering Committee (consisting of
Lord Rothschild, Executive Chairman; John Molloy,
Group Chief Operating Officer; Jon Boaden, Group
Chief Financial Officer; and Alan Taylor, Group HR
Director) is responsible for developing the climate
agenda and driving its implementation at an
operational level. The Group Sustainability Steering
Committee discusses and reviews all sustainability
data, performance and targets as they develop at
quarterly meetings. The Committee reports to the
Board-level SES Committee.
Each regional Chief Operating Officer (‘COO’) has
responsibility for the sustainability strategy and
the delivery of the improvement programmes
within their locality. Site-level sustainability reviews
are conducted to inform the action plans that
are managed at a regional level. Every employee
is kept informed of role-relevant behaviours that
promote Volex’s commitment to sustainability
and climate resilience. All manufacturing sites
submit greenhouse gas emissions data, as well as
an extensive range of other sustainability-related
data, to the Group on a monthly basis through
the Group’s Sustainability Reporting System. On a
weekly basis, each factory is required to share its
kaizen reports with all other locations and many
of these kaizen reports include improvement
actions that are delivering environmental or other
efficiency-related improvements.
Each regional COO coordinates their sustainability
improvement activities, and this is reported to the
Group Sustainability Steering Committee, through
which information is fed up to Board level via the
SES Committee to be integrated into the Group’s
risk assessment and strategy development.
Climate governance structure
Non-financial and Sustainability Information
Statement continued
Board
Safety, Environment
and Sustainability
(SES) Committee
Group Sustainability
Steering Committee
Coordination through
Regional Senior
Leadership Teams
Risks, Progress and Metrics
Operations / Strategy
Board level
Management level
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Volex plc Annual Report and Accounts for the year ended 2024
64
Risk Management
Identification of climate-related risks is integrated
into Volex’s risk management processes and
considered as part of the overall Group risk
management process. This risk assessment
considered existing and emerging risks and all risk
categories outlined in the TCFD recommendations
in relation to all of Volex’s operations, including
our newly acquired Murat Ticaret operations,
as of 31 March 2024. Climate-related risks and
opportunities were also considered in the Group’s
upstream and downstream supply chains.
“Climate and Environment” has been identified
as a Principal Risk (Operational) for Volex.
While the Board has overall responsibility for
the management of risks at Volex, businesses
invest in and implement appropriate systems
and processes to manage their impact on the
environment. The Audit Committee is delegated
specific responsibility from the Board for the
oversight of the risk management process.
Our overall approach to Risk Management is
described on pages 49 to 55.
The management of Volex’s climate-related
risks is integrated into the Group’s overall risk
management framework. All climate-related
risks are assessed in the same manner as other
Group risks, so that their relative significance is
comparable.
Climate-related risk identification is performed
both top-down: based on a strategic risk
assessment at Executive and Board levels; and
bottom-up: risk assessment at operational and
functional levels. In practice, this means that
Transition risks are identified and managed at
Group level, and Physical risks, which are location
specific, are identified and reported up from site
level. The risk management process is comprised
of two key elements, which are supported by other
activities within our risk management framework:
•
An ongoing process of assessment and
review of individual Volex sites and/or entities
undertaken by a combination of the Internal
Audit function, the Group Finance team and
the operations teams; and
•
An annual risk survey is conducted centrally
across the entire senior management
team and managers within the Group-
wide functions. This provides a top-down,
bottom-up approach, whereby a strategic risk
assessment is conducted at Executive and
Board level, as well as the assessment of risks
at an operational and functional level. Climate-
related risk is considered within this process
and included within the Principal Risk Register.
The Group’s Risk Register categorises all existing
and emerging risks, including climate-related risks,
with the register covering the probability of the risk
occurring and the degree of the potential impact.
All risks are assessed on a 5x5 matrix incorporating
an assessment of the likelihood of occurrence and
the potential impact on the business were they to
occur, as well as the extent to which they are being
addressed and mitigated. The Group defines the
likelihood and financial impact as follows:
Likelihood
Impact
5
Almost
certain
5
Catastrophic
Impact or lost
opportunity of
>$10m
4
Likely
4
Critical
Impact or lost
opportunity of
$5m-$10m
3
Possible
3
Serious
Impact or lost
opportunity of
$3m-$5m
2
Unlikely
2
Significant
Impact or lost
opportunity of
$1m-$3m
1
Rare
1
Minor
Impact or lost
opportunity of
<$1m
The risk matrix is consolidated into four risk levels:
Low (a risk score of <5), Medium (a risk score of
6-12), High (a risk score of 13-19), and Very High (a
risk score of 20-25).
Risk mitigation factors for all risks, including
climate-related, are included in the Risk Register
and this combined view determines the approach
for managing climate-related risks (e.g. mitigation,
accept, or control).
65
www.volex.com
Financials
Governance
Strategic
Business overview
Strategy
Our approach to climate
scenario analysis
Climate scenario analysis, assessing the physical
and transition risks and opportunities that may
impact the Group, was completed for the second
time during FY2024, incorporating the additional
sites gained through the Murat Ticaret acquisition.
Potential risks were assessed within the Group’s
own operations and upstream/downstream
in the Group’s supply chain. Assessments
were completed, with support from external
consultants, CEN-ESG, through climate-related
workshops and interviews across the business.
Quantification of risks and opportunities has been
completed where sufficient data is available. It
has not been possible to fully quantify all risks and
opportunities due to the high levels of uncertainty
around climate change and availability of data.
Risks and opportunities have been prioritised to
determine which have a material financial impact
on the organisation using both likelihood and
financial impact, resulting in a combined risk
register. The threshold for financial materiality
is outlined on page 130 within the Independent
Auditors’ Report.
Our risk assessment and climate scenario analysis
has shown that, in aggregate across all scenarios
assessed, the overall climate risk exposure for Volex
is Low, and the group is financially resilient and
strategically robust to climate change. Our current
understanding of climate-related risks is that
any impacts on assets is limited, and risks can be
accommodated within business-as-usual activity
considering existing and planned mitigation
strategies.
Risks are subject to ongoing refinement and
quantification over time, which enables us to build
a complete picture and assists with incorporating
the management of any climate-related risks
into the ongoing strategy. There are no effects of
climate-related matters reflected in judgements
and estimates applied in the financial statements
as a result. Our analysis will continue to evolve as
new data becomes available, both internally and
externally, and we will continue to monitor our
climate exposures and action plans through the
Group’s risk management framework.
The limitations and assumptions of scenario
analysis are:
1.
Scenarios may only provide high-level global
and regional forecasts;
2. Not all risks are easily subject to scenario
analysis;
3. Scenario analysis requires analysis of specific
factors and modelling them with fixed
assumptions;
4. Impacts are to be considered in the context of
the current financial performance and prices;
5. Gross impacts are assumed to occur without
the company responding with any mitigating
actions, which may reduce the impact of risks;
6. Impacts are modelled to occur in a linear
fashion when, in practice, dramatic climate-
related impacts may occur suddenly after
tipping points are breached; and
7. The analysis considers each risk and scenario in
isolation, when in practice climate-related risks
may occur in parallel as part of a wider set of
potential global impacts.
Physical Risks
Volex is a global manufacturing business with an
operation spanning multiple continents. As global
temperatures rise, the frequency and severity
of extreme weather events are likely to increase,
resulting in a higher chance of disruptions to
global operations and supply chain. The Munich
Re Location Risk Intelligence Tool has been used
to assess current and potential future chronic and
acute physical climate-related risks facing our
facilities. We have assessed the potential climate-
related physical risks (includes the risks of floods,
storms, sea level rises, drought, wildfires and
precipitation stress) at all 28 of our operational
locations.
Three climate scenarios were selected to provide
a range of situations which may impact the
Group. The scenarios are based on the IPCC’s
Representative Concentration Pathways (‘RCP’)
mapped to the latest IPCC AR6 report’s Shared
Social Economic Pathways (‘SSPs).
•
Net Zero 2050 Scenario RCP 2.6/IPCC SSP1:
which is associated with c1.5°C temperature
rise from pre-industrial times by the end of the
century;
•
‘Middle of the Road’ RCP 4.5/IPCC SSP2:
which is associated with 2-3°C temperature
rise from pre-industrial times by the end of the
century; and
•
‘Hothouse world’ RCP 8.5/IPCC SSP5: which
is associated with >4°C temperature rise from
pre-industrial times by the end of the century.
Based on a combination of the likelihood of an
event, the materiality of the location and the
potential financial impact, we have identified
two potentially significant climate-related
physical risks.
Non-financial and Sustainability Information
Statement continued
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
66
Key physical risks
Risk
Damage or disruption to own operations
due to flooding events
Disruption to supply chain due to
flooding events
Area
Own operations (China, Vietnam, Türkiye)
Upstream and Downstream (Global)
Risk description
Flood risk is the dominant risk within seven
sites identified as having extreme exposure.
Projected forward, the risks intensify with
increased precipitation stress.
Sea freight is a key distribution channel and
climate-related events, such as disruption to
ports through storm surge and sea level rise,
could impact the ability to operate.
Potential financial
impact
• Asset damage costs
• Loss of revenue due to operational
disruption
• Increased insurance costs
• Productivity loss
• Disruption to the supply chain impacting
distribution
• Productivity loss
• Loss of revenue due to operational
disruption
Mitigation/actions
to manage risk
• Diversified production strategy - production
can be switched from any disrupted
sites, although noting operational and
commercial constraints
• Flood damage insurance cover at all
manufacturing sites with limits that reflect
the magnitude of risk
• Materiality of financial impact of a
negative event at each site decreases
with Group growth
• Experience also shows that in the event of
a super-typhoon, impact is limited to just
a few weeks to return power supplies and
fix infrastructure
• Maintaining redundancy in global
manufacturing capabilities allows for
production to continue for all products
should a single facility be materially
disrupted by supply chain/distribution issues
• Volex operates a very expansive supply
chain, mitigating against any single supplier
being impacted by physical climate-related
events
• Major climate-related events would likely
equally affect competitors, meaning no loss
of competitive advantage
Metrics used to
track risk
• Number of days lost due to disruption
• Revenue lost due to disruption
• Cost of asset damage/replacement
• Number of days lost due to disruption
• Revenue lost due to disruption
Time horizon
All time horizons
Longer term
Likelihood
3
3
Impact
1
1
Transition risks and opportunities
Volex is exposed to the risks and opportunities that result in a transition to a low-carbon economy. The speed of this
transition will determine the severity and impact of climate transition risks and opportunities.
Transitional climate-related risks and opportunities were identified and assessed over three different time horizons. These
horizons allowed us to consider the lifespan of our assets and infrastructure as well as any longer-term regulatory changes
and to consider our near and long-term targets.
67
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Financials
Governance
Strategic
Business overview
Climate scenario time horizons
Term
Years
Rational
Short
2024-2025
Aligned with short-term
business actions and
financial planning
Medium
2026-2035
Aligned to the Group’s
net zero by 2035 target
(scope 1 and 2)
Long
2036-2050
Aligned to the Group’s
net zero by 2050 target
(scope 1, 2 and 3)
The following IEA climate-related models, looking forward
out to 2050, were applied to assess the behaviour of
climate-related transition risks and opportunities. The IEA
scenarios are far more descriptive and useful for modelling
more positive climate outcomes, so are appropriate for
modelling transition risks.
•
Net Zero 2050 (‘NZE’): an ambitious scenario, which
sets out a narrow, but achievable, pathway for the
global energy sector to achieve net zero CO2 emissions
by 2050. This meets the TCFD requirement of using a
“below 2°C” scenario and is included as it informs the
decarbonisation pathways used by the Science Based
Targets initiative (‘SBTi’), which validates corporate net
zero targets and ambition.
•
Stated Policies Scenario (‘STEPS’): a scenario which
represents the roll forward of already announced policy
measures. This scenario outlines a combination of
physical and transition risk impacts as temperatures rise
by around 2.5°C by 2100 from pre-industrial levels, with a
50% probability. This scenario is included as it represents
a base case pathway with a trajectory implied by today’s
policy settings.
Based on a combination of the likelihood of an event and
the potential financial impact, we have identified three
potentially significant climate-related transition risks and
three potentially significant climate-related transition
opportunities:
Key transition risks
Risk
Carbon price in own
operations
Carbon price in value
chain
Failure to meet/maintain
expected ESG credentials
TCFD category
Policy & Legal
Policy & Legal
Reputation
Risk description
The scope of carbon pricing
is expected to expand over
the medium-term and the
price of carbon is expected
to rise in the drive to make
companies more responsible
for energy use and carbon
emissions. The IEA forecasts
that carbon prices relevant to
Volex under NZE and STEPS
scenarios are projected to
increase.
Volex is exposed to potential
carbon pricing impacts in the
value chain. It is uncertain
how and when carbon prices
will be imposed in the value
chain and how much will
be passed on to Volex. A full
scope 3 carbon footprint
is also required to fully
understand the risk impact.
Volex has obligations to
its stakeholders, such as
customers and investors, to
maintain and show progress
against sustainability ratings
and frameworks and to
demonstrate progress
on decarbonisation. The
expected growth of the
business over the next four
years introduces additional
challenges in terms of
managing sustainability.
Area
Own operations
Upstream and downstream
Own operations
Potential financial
impact
• Price of carbon related
to GHG emissions in own
operations.
• Increased operational
expenses (greatest impact
on the energy intensive
cable manufacturing sites).
• Increasing regulations
on existing products (e.g.
carbon intensity) increases
costs and exposes the
business to litigation.
• Greater costs associated
with emissions reduction
activities.
• Higher costs of purchased
goods and services as
suppliers pass on costs.
• Higher costs associated
with carbon tax on scope 3
emissions.
• Increased shareholder
concern could lead to
increased cost of capital and
loss of investment.
• Failure to maintain
customer expectations on
sustainability performance
could lead to loss of trust,
competitive advantage and
ultimately contracts.
• Failure to comply with
all relevant disclosure
regulations could result in
fines from regulatory bodies.
Non-financial and Sustainability Information
Statement continued
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
68
Risk
Carbon price in own
operations
Carbon price in value
chain
Failure to meet/maintain
expected ESG credentials
Mitigation/actions to
manage risks
• Current and planned
initiatives to reduce energy
consumption and targets
for decreased emissions
including increased
investment in clean
electricity through use of
RECs and PPAs.
• Complete LCAs of products.
• Supplier and customer
engagement.
• Membership of industry
stakeholder groups.
• Continuous improvement
in sustainability reporting
to align with external
frameworks and rating
agencies.
• Net Zero Transition plan to
be developed.
• Clear communication
through dedicated
sustainability report
that meets stakeholder
requirements.
Metrics used to track
risk
• Emissions (scope 1 and 2)
• Profit margin
• Emissions (scope 3)
• Profit margin
• Emissions (scope 1, 2 and 3)
• ESG rating agency scores
• Revenue
• Cost of capital
Time horizon
Short/Medium
Medium
All time horizons
Likelihood
3
3
2
Impact
1
2
2
Key transition opportunities
Opportunity
Aiding the transition to a
green economy through
electrification
Improvements to resource
efficiency
Supporting the energy
transition
TCFD category
Products & Services, Markets
Resource efficiency
Energy Source, Resilience,
Resource efficiency
Opportunity
description
As a manufacturer of power
and connectivity-related
products and solutions, the
business is well placed within
a variety of markets to drive
electrification and aid in the
transition to green energy.
As electrification across the
economy grows, this allows
Volex the opportunity of
increasing its market share
within this space, winning
business and increasing sales.
In particular, the Electric
Vehicle sector is a significant
and growing market that
Volex will be able to benefit
from.
Improving energy efficiency,
reducing materials and
improving recyclability of
products will help reduce
costs as well as mitigate
against the future cost of
carbon pricing.
Opportunities to reduce
operating costs through
transitioning to green energy
and improving business
resilience through generation
of own renewable energy
through on-site installations.
Area
Own operations
Own operations
Own operations
Potential impact on
the business
• Increased revenue from the
expanding Electric Vehicle
market.
• Increased market share
in both existing and new
markets.
• Overall positive effect on
revenue, revenue growth
and profit margins.
• Reduce production costs
by improving operational
efficiency and recyclability
of products.
• Reduce capital expenditure
through material efficiency.
• Reduce operating costs
longer-term through
transition to green energy
sources.
• Reduce impact of carbon
pricing in own operations
and reduced energy bills
through generation of own
renewable energy on-site.
69
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Financials
Governance
Strategic
Business overview
Opportunity
Aiding the transition to a
green economy through
electrification
Improvements to resource
efficiency
Supporting the energy
transition
Strategy/actions to
manage opportunity
• R&D investment strategy
- adapt to market and
industry changes.
• Strategic partnerships to
access new markets and
customers.
• Marketing strategy.
• M&A to access markets.
• Operational excellence.
• Set water, waste and
material efficiency targets.
• Product LCAs.
• Energy, Renewable
installations (e.g. LED
lighting, efficient
machinery etc.).
• Site and building
improvements (e.g.
insulation).
• Leak detection and repair.
• Employee awareness and
engagement.
• Technological innovation to
enable a net zero economy.
Metrics used to track
opportunities
• Revenue
• Revenue growth
• Profit margin
• Scope 1-3 emissions
• Energy consumption
• Scope 1-3 emissions
• Energy consumption
Time horizon
Medium
Medium
Medium
Likelihood
5
5
4
Impact
5
2
1
Non-financial and Sustainability Information
Statement continued
Metrics and Targets
Volex discloses a wide range of metrics used
for assessment of climate-related risks and
opportunities, including GHG emissions (scope
1, 2 and elements of scope 3 such as Employee
Commuting and Business Travel), energy
consumption data, water use efficiency and waste
data. See pages 71 to 72 for full data disclosure.
FY2024 was a transformational year for Volex,
following the acquisition of the Murat Ticaret
business. This substantial transaction added nine
new manufacturing locations to the Volex portfolio
and resulted in an 15.6% increase in scope 1 and
2 emissions compared to FY2023. While energy
reduction initiatives and efficiency improvements
continued in the existing sites throughout FY2024,
the key focus for the year was to deploy our data
capture processes to the new sites to enable full
emissions disclosure. While this work was ongoing,
the process to set absolute emissions reduction
targets through the SBTi was temporarily put
on hold. Now that we have a full picture of our
emissions across the expanded group, we will now
progress with completing a full carbon footprint
assessment with the intention of setting science-
based targets by the end of FY2025. We will be
developing a structured roadmap or transition
plan to align to our emissions target of achieving
net zero by 2035 (scope 1 and 2) and net zero by
2050 (all scopes). For further information on our
targets, see page 60.
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
70
Company information
Volex plc (the ‘Company’ and together with its subsidiaries the ‘Group’) is a public company limited by shares domiciled and
incorporated in the United Kingdom under the Companies Act 2006. Its shares are listed on AIM, a market on the London
Stock Exchange. The address of the registered office is given on page 200.
Quantification and reporting methodology
For our reporting on scope 1, 2 and 3 we have followed the GHG Protocol and the 2013 UK Government environmental
reporting guidance as defined in The Companies Act 2006 (Strategic Report and Directors’ Report) Regulations 2013
and The Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018.
All operations globally have been included within this assessment. The financial boundary was reviewed and has been
determined that all material emission sources have been captured within the assessment boundary. We are working
towards reporting against the remainder of our scope 3 emissions. The figures relate to the required elements of each
scope 3 category.
Table 1: Total Volex GHG emissions for the period 03 April 2023 – 31 March 2024*
(tonnes CO2e1 unless stated)
* All sustainability data is reported using full calendar months. Therefore, there is a minor difference in our reporting periods.
2024
2023
Global GHG emissions data
in metric tonnes CO2e
UK and
offshore
Global
(excl.
UK and
offshore)
Group Total
2024
UK and
offshore
Global (excl.
UK and
offshore)
Group Total
2023
Scope 1: Direct GHG emissions
On-site diesel combustion
tCO2e
–
211
211
–
56
56
Refrigerant gas top up consumption
tCO2e
–
79
79
–
183
183
On-site gas combustion
tCO2e
18
1,188
1,206
18
421
439
Company vehicle fuel
tCO2e
–
23
23
–
41
41
Company owned vans/lorries
tCO2e
–
23
23
–
30
30
Company owned car travel
tCO2e
1
233
234
1
80
81
Total scope 1
tCO2e
19
1,757
1,776
19
811
830
Scope 2: Indirect GHG emissions
Grid electricity - non-renewable
tCO2e
16
21,088
21,104
6
18,929
18,935
District heating
tCO2e
–
236
236
–
235
235
Total scope 2 (location based)
tCO2e
16
21,324
21,340
6
19,164
19,170
Total scope 1 and 2
tCO2e
35
23,081
23,116
25
19,975
20,000
Intensity Metric:
Scope 1 and 2 GHG Emissions
per $m revenues2
0.2
25.2
0.2
27.7
Scope 3: Indirect emissions
in the value chain
Employee commuting incl. home workers
tCO2e
n/a3
n/a
Grid electricity - non-renewable (T&D)
tCO2e
1
1,491
1,492
1
1,270
1,271
District heating (T&D)
tCO2e
–
12
12
–
12
12
Company hired car travel
tCO2e
18
569
587
–
–
–
Grey fleet car travel
tCO2e
8
84
92
–
–
–
Business travel (rail, flights, taxi)
tCO2e
–
–
–
–
562
562
Total scope 3
tCO2e
27
2,156
2,183
1
1,844
1,845
Total carbon emissions (adjusted)
tCO2e
63
25,237
25,3004
26
21,819
21,845
Scope 1
kWh
103,807
8,467,776
8,571,583
102,737
3,111,482
3,214,219
Scope 2
kWh
154,538 40,534,899 40,689,437
293,606
35,185,037
35,478,643
Total Energy Consumption (scope 1+2)
kWh
258,345 49,002,675
49,261,020
396,343
38,296,519 38,692,862
Streamlined Energy & Carbon Reporting (SECR)
Statement FY2024
71
www.volex.com
Financials
Governance
Strategic
Business overview
2024
2023
Renewables5
UK and
offshore
Global (excl.
UK and
offshore)
Group Total
2024
UK and
offshore
Global (excl.
UK and
offshore)
Group Total
2023
Grid electricity - renewable
kWh
75,614
1,128,038
1,203,652
260,803
181,252
442,055
Solar generated electricity
kWh
–
229,454
229,454
–
115,555
115,555
Grid electricity- renewable
(saved emissions due to use of
renewables)
tCO2e
16
688
704
51
112
163
On-site generated emissions
tCO2e
–
153
153
–
80
80
Total combined renewable
emissions saved
tCO2e
16
841
857
51
192
243
1
tCO2e – tonnes of carbon dioxide equivalent emissions; this figure includes GHGs in addition to carbon dioxide.
2
Intensity ratio of gross global emissions in tonnes of CO2e per $m revenue chosen as a common business metric for our industry sector.
One acquisition was completed in the reporting year (Murat Ticaret). Emissions are recorded from day one of the acquisition as part of our integration activities.
Inclusive of our reported Scope 3 emissions our carbon intensity would be 27.6 tCO2e per $m revenue.
3
Homeworker emissions are excluded from the scope; they amount to 1% of the total emissions and so are not material to the overall results.
4
This excludes the 704 tCO2e from our consumption of certified renewable energy.
5
Although on-site Company-owned solar power generation should be categorised in scope 1, we have presented our use of renewables and the associated
emissions ‘avoided’ separately as they represent zero emission power.
Streamlined Energy & Carbon Reporting (SECR)
Statement FY2024 continued
Table 1 shows the GHG emissions for the Group,
broken down by scope 1, scope 2 and some scope
3 emissions for FY2024 and FY2023. Our reported
emissions increased this year by 15.6% as a result
of our acquisition and revenue growth rate of 26%.
Our emissions intensity has reduced by 8% for the
FY2024 and 28% compared to our base year.
Emissions by region (tCO2e)
Region
FY2024
UK
63
Americas
2,132
China
8,854
Asia Pacific
7,711
Europe
884
Türkiye
5,656
Group total emissions
25,300
Targets
We are committed to reducing our emissions
(scope 1 and 2) to net zero by 2035. We have
committed to setting science-based targets
aligned to and verified by, the Science Based
Targets initiative. We will bring our total scope
1, 2 and 3 emissions to net zero by 2050 or as
otherwise agreed by the international community.
During FY2025, we will produce our road map
and set science-based targets. We have assessed
our current progress against a FY2019 base year.
Given the scale of the Murat Ticaret acquisition
and its impact on the business, we will review
to determine the most relevant base year
going forward. For the purposes of our net zero
ambitions and to demonstrate improvements
made in recent years, our base year remains
FY2019. We are committed to reducing the carbon
emissions associated with our operations. We
have delivered an 8% reduction in carbon intensity
per $m revenue compared to the prior year. We
have established energy efficiency as a key pillar
within our factory sustainability framework and
improvement ideas, generating energy efficiency,
are already being identified through our Group-
wide kaizen activities.
Data assurance
In FY2024, we engaged Carbon Footprint Ltd to
undertake an independent verification of our
carbon footprint assessment and supporting
evidence of our scope 1, 2 and 3 emissions. A copy
of their report is available on our website. Their
verification was conducted in accordance with
ISO 14064-3 (2019): Greenhouse gases - part 3:
‘Greenhouse Gases: Specification with guidance
for the verification and validation of greenhouse
gas statements.’ Page 3 of the Carbon Footprint
Report confirms that this provides a limited level of
assurance. Page 13 of the Carbon Footprint Report
confirms that Volex has established appropriate
systems for the collection, aggregation and
analysis of quantitative data for the determination
of GHG emissions for the stated period and
boundaries.
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
72
Our Responsible Business Goal is to create an
environment where our people can be at their
best. This aligns with a number of the UN’s SDGs
specifically: 3 “Ensure healthy lives and promote
well-being for all at all ages”, 4 “Ensure inclusive
and equitable quality education and promote
lifelong learning opportunities for all”, 5 “Gender
equality”, 8 “Decent work and economic growth”,
and 10 “Reduced inequalities”.
Introduction
At Volex, we believe that being a responsible
business starts with ensuring the health and
safety and well-being of our workforce. We are
committed to the continuous improvement of
health and safety within our business. We have
prioritised safety-related improvements as we
believe that creating a safe working environment
is the foundation for any manufacturer to build
an engaged and stable workforce. With a great
safety culture in place we can progress to develop
a world-class culture that values diversity and
inclusion, learning and employee engagement.
Health, safety and well-being
Our Responsible Business Goal is to improve the
physical and mental health and well-being of our
employees and to provide them with a safe place
to work. This aligns with the UN’s SDG 3 “Good
health and well-being”.
Our people are our most important asset and, as a
manufacturing company, our primary focus is on
ensuring safety in our factories.
We are committed to ensuring that all of our
employees have a safe place to work. We achieve
this through ensuring robust health and safety
management systems and through a strategy of
risk reduction and accident and injury prevention.
We are committed to ensuring that employees
receive all appropriate health and safety training.
Our primary KPI for safety is the number of lost
time accidents, which we define as being any injury
accident that results in more than one day of time
loss. We are determined to reduce the number and
severity of accidents in our operations.
The acquired Murat Ticaret business has a
significantly weaker safety culture than our own.
We have decided to exclude their safety data from
our FY2024 reporting while we focus on making
the necessary improvements and to establish a
clear baseline for this business. In the non-Murat
Ticaret business, we had 27 lost time accidents
and we maintained our accident frequency rate at
approximately 1.3 lost time accidents per million
hours worked, but there was a slight increase on
the prior year (FY2024: 1.28, FY2023: 1.24).
We have not had a fatality in our business in the
period FY2020 to FY2024 inclusive. Our severity
rate increased compared to previous years as
a result of an increase in lost time accidents
involving workers coming into contact with
moving machinery.
FY2024
FY2023
Number of fatal
accidents
0
0
Number of lost time
accidents1
27
24
Number of sites
with zero lost time
accidents
12
9
Number of all injury
accidents2
213
186
Number of near miss
incidents3
87
n/a
Accident frequency
rate1
1.28
1.24
Days lost due to lost
time accidents
950
717
Accident severity rate
0.04
0.04
Number of onsite
plant safety reviews
12
14
Workforce (%) covered
by ISO 450014
51
61
Number of employees
receiving H&S training
8,988
6,544
1
The lost-time accident and incident frequency data reported for
FY24 excludes the Murat Ticaret business acquired during the
year. This will be fully reported on in FY2025.
2
The increase in all injury accidents and near miss incidents in
FY2024 is due to an increase in the number of sites reporting this
data compared to FY2023.
3
In FY2024, we commenced systematic reporting of near miss
incidents.
4
In FY2024, our workforce increased significantly negatively
affecting the percentage coverage, 2 additional sites in Poland
and Slovakia achieved this certification in FY2024.
The scope of our health and safety reporting
disclosures for FY2024 covers 69% of our workforce
(we have excluded the Murat Ticaret business).
We include accidents or injuries affecting our
contractors, temporary or agency-based workers
in support of our business. Acquired businesses
report incidents from day one of ownership.
We recognise that the reporting of all injury
and near miss incidents remains significantly
underreported in accordance with the principles of
the Heinrich Safety Triangle.
The primary cause of lost time accidents has
been employees injuring their fingers and hands,
often when coming into contact with moving
machinery. In FY2024, this represented 42% of
our total lost time accidents (FY2023: 46%). We
continue to focus on machinery safety making
significant improvements across many sites.
From FY2026, we are requiring all of our sites
to maintain a certified health and safety
management system. 51% of our global workforce
is currently employed in an ISO 45001 certified
facility. Compliance with these management
systems is ensured through an external audit
process with independent assessments by
companies such as TUV and Intertek. In FY2024,
we trained 8,988 (85%) of employees in health
and safety.
A Responsible Business
Social impact
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Financials
Governance
Strategic
Business overview
Actions taken to improve health,
safety and well-being
Since 2019, we have adopted a rigorous
approach to reducing levels of risk across all of
our factories. We have implemented our Group
health and safety policy, approved by the Board,
to all sites and we require all sites to follow our
Group’s incident reporting process ensuring
that all serious incidents, including lost-time
accidents, are quickly and professionally reported
to management, including the Group’s Chief
Operating Officer.
Every lost time accident is investigated by the
local management team and every incident report
and corrective action plan is reviewed by our
Group HR Director. Feedback on safety causation
and trend information is regularly provided to
the Board through the Safety, Environment and
Sustainability Committee.
We completed 12 Plant Safety Reviews during
FY2024 and these were primarily focused on the
newly acquired facilities within Murat Ticaret.
Gender Diversity
Total Workforce
40%
60%
Key
Female
Male
The Board
Key
Female
Male
83%
17%
Management
Key
Female
Male
72%
28%
Diversity
We are committed to developing a diverse
and inclusive workforce and to being an equal
opportunity employer. These commitments, which
include a commitment to non-discrimination in
our recruitment and promotion processes and
a commitment to a zero tolerance approach to
harassment and child labour, are all enshrined
within our code of conduct, which is endorsed
and overseen by our Board. We believe that the
ability of our employees to progress within the
Company must only be linked to their efforts and
abilities. Our overall workforce gender diversity is
well balanced with 60% of our workforce being
female and the global nature of our operations
ensures a broad representation of nationalities and
beliefs are present within our global workforce.
Female colleagues represent 28% of our global
management team, 8% of our executive team
and 17% of our Board. Each year, we aim to deliver
training on equal opportunities and diversity-
related topics to our workforce. 6,984 employees
received this training in FY2024. Some of our
sites have achieved local recognition for their
work to support the employment of individuals
with disabilities. Our DE-KA business was one of
20 companies in the Kocaeli region in Türkiye to
receive such an award in FY2023.
Talent development and
performance management
Volex is committed to promoting career
development and ensuring training of our
workforce. All of our businesses are proactive
in anticipating both short and long-term
employment needs and skill requirements. All
employees are encouraged to actively engage
in their career development and take up the
training and developmental opportunities that
are available across the Group. Since 2020, we
have operated a robust talent review process in
the first quarter of each financial year. We work
with local schools and colleges to raise awareness
about engineering and manufacturing career
pathways. We offer internship programmes and
apprenticeships in a number of countries to
develop internal pipelines of talent to support our
growth ambitions. In our Americas region alone, 57
individuals gained internal promotion into senior
staff and managerial positions in the year.
2,439 colleagues (15% of our total workforce)
received an annual review during FY2024.
For our senior 330 employees, we manage
their performance with an online performance
management system. First implemented in
FY2021, this system ensures clarity of role,
alignment of objectives, regular reviews and
feedback and a consistent year-end evaluation.
Our shop floor-based employees receive
skills‑based assessments each year, but these
are local processes and are excluded from the
management and staff review processes and
from the numbers reported above.
A Responsible Business
Social impact continued
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Volex plc Annual Report and Accounts for the year ended 2024
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Career management
Since FY2022, we have started to record our
investment in training hours and spend across our
business. All new employees received an induction
and job-orientation programme appropriate to
their role in the Company. Where job-specific
qualifications and certifications (FLT certifications,
firefighting and other safety-related trainings)
are required, these are delivered in accordance
with local requirements. In FY2024, we recorded
119,800 hours of training (9 hours per person). This
training represented an investment in ‘off the job
training’ in excess of $257,568 (FY2023: $367,000).
On page 73 of this report, we state the numbers of
employees receiving training on health and safety,
equal opportunities and diversity, as well as core
e-learning topics including cybersecurity, modern
slavery, conflicts of interest and anti-bribery and
anti-corruption.
Engagement within our
communities
The communities in which we operate are vital
to our workforce and many of our sites have
continued to engage proactively with their
communities, supporting a variety of important
causes. Our sites get involved in many different
ways, including supporting blood donation
programmes, participating in charity races
in support of cancer care and prevention
organisations. Our sites in Irvine, California and
Carignan, Canada both organised the donation
of toys and clothing to local organisations
engaged in support of at risk groups in their
local communities. In FY2024, across the Group,
we donated $40,907 (FY2023: $26,417) in cash to
recognised charities.
Workforce engagement
and culture
Our goal is to create a great place to work for our
employees. We have adopted two key measures
to assess the levels of workforce engagement.
As part of our growing focus on sustainability,
we provide regular updates on issues affecting
workforce engagement and culture to the Board
via the Safety, Environment and Sustainability
Committee. In FY2022, we established a base year
for a comprehensive set of performance indicators
for our global workforce, including absenteeism
and turnover. Absence and turnover levels are
powerful indicators of our workforce culture and
levels of engagement, when considered alongside
other indicators such as safety incident rates or
the success of our employee referral programmes.
This is where colleagues recommend Volex as a
great place to work to encourage their friends and
colleagues to join our workforce. In FY2024, many
of our sites organised workplace celebrations
for a variety of occasions, including festivals,
religious holidays, seasonal celebrations and global
recognition events, such as International Women’s
Day on 8 March.
Absenteeism
Absence levels are a powerful indicator of culture
and levels of employee engagement. We have
established a global framework to monitor
absence consistently. We use an adjusted measure
for absence within the business that excludes
hours of holiday, maternity leave and ‘off the job’
training. Total absence levels are also recorded. In
FY2024, 3.7% of all worked hours (on average each
month) were lost due to absence factors, including
sickness, but excluding holidays, training and
maternity leave. Many of our sites make substantial
efforts to promote health and well-being within
our workforce. At our Tijuana, Mexico site, they
have a programme of calisthenics during each
shift to help our employees maintain their health
in the workplace and this acts as a preventative
measure for ergonomic injury or absence. Many
of our other sites have specific improvement
programmes focusing on the improvement of
ergonomics within the workplace and all sites are
working to eliminate lost time accidents, which
accounted for 950 days of absence in FY2024.
Employee turnover
Turnover levels are another powerful indicator of
culture and provide an indication of employee
engagement levels, although they can be
affected by external factors, including changes
to the local labour market. Our focus is to reduce
voluntary employee turnover. This means where
the employee decides to end their employment
relationship compared to the expiry of a fixed-
term employment agreement or where an
employment agreement is terminated for some
other substantial reason such as misconduct or a
restructuring. For FY2024, total workforce turnover
across the Group was 3.7% (average monthly
turnover) although some sites continued to face
local challenges of high turnover, particularly
within their shopfloor-based roles. If the expiry
of short-term or fixed-term contracts is excluded
from this data, then the adjusted workforce
turnover for FY2024 was 2.1%.
Employee referral programmes
We believe in the principle that our employees
should be the best ambassadors of our business.
We therefore encourage every site to operate an
employee referral programme whereby employees
can financially benefit if they refer a potential
employee who then is hired and succeeds in their
role. In FY2024, 9% of our new hires came through
the use of employee referral programmes. This is
a key area of focus for our sites and especially for
those sites who do not currently have a referral
programme in place.
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Financials
Governance
Strategic
Business overview
Introduction
Ensuring that the business operates an effective
governance framework is a key challenge for us as
we continue to grow. Providing clear guidance to
all employees, especially those who join the Group
through an acquisition, is an essential task so that
we can ensure fairness and consistency around
compliance and ensure that any concerns are
quickly identified and corrected.
Volex Code of Conduct
We have a well-established Code of Conduct that
provides a foundational framework for all sites to
use to train our employees in the core principles,
policies and values of our Company. It is provided
to our employees in all of our core local languages.
We continue to review its scope and effectiveness
and it is reviewed annually by our Board of
Directors.
Whistleblowing and Speak Up
We upgraded our Speak Up policy during FY2022.
Our Speak Up policy framework is communicated
to all employees in local languages. We have
invested in the NAVEX Ethics Point system to
provide an independent incident response and
reporting solution that is accessible 24/7 and
we have implemented this across the Group,
providing access and information in 12 local
languages. Reports can be made anonymously
by anyone, including customers, suppliers and, of
course, our employees. Reports are confidential
and are handled independently by EthicsPoint,
who submits the reports to nominated Volex
executives. Our Speak Up policy is available on our
website and contains five principles, including a
commitment to non-retaliation. In FY2023, we had
18 cases and in FY2024, we have had 261 cases (of
which 242 were from within our newly acquired
Murat Ticaret business). All cases are reviewed
by nominated Executives and the Board’s Audit
Committee are updated periodically.
Anti-bribery and corruption
As a Group, we prohibit any form of bribery and
corruption. We have a clear policy on anti-bribery
and anti-corruption, which has been reviewed
and approved by the Board, covering all elements
of our workforce. This policy is available on our
website. Our commitment is also enshrined
within the Group’s Code of Conduct. Each year,
all eligible employees are required to undertake
comprehensive e-learning programmes on
topics including anti-bribery and anti-corruption.
In FY2024, 494 (78% of eligible) employees
completed this training programme (FY2023: 523
employees). Eligible employees include those
in sales, procurement and other management
and administrative functions. The number of
employees disciplined or dismissed due to
non-compliance with the anti-bribery and anti-
corruption policy was zero in FY2024.
Modern slavery and
human rights
Within our direct operations and across our
supply chain we fully support the principles for
human rights established and recognised by the
international community and those enshrined
within the UK’s Modern Slavery Act 2015. We
strictly prohibit the use of forced labour. In FY2024,
for the first time, we provided our employees with
e-learning training focused on human trafficking
and modern slavery risks within our own workforce
and across our supply chain. In FY2024, 426 of
eligible employees (75%) completed this training.
As a business operating within the electronics
industry, we comply with the requirements of
the RBA (Responsible Business Alliance) and
our largest sites are regularly independently
audited under this framework. Our largest plant
located in Batam, Indonesia is rated as Gold and
our Henggang and Zhongshan, China facilities
are rated as Silver. The RBA’s framework aligns
to the UN’s Guiding Principles on Business and
Human Rights and is derived from and respects
international standards, including the ILO
Declaration on Fundamental Principles and Rights
at Work and the UN’s Universal Declaration of
Human Rights. Each year we publish our annual
Modern Slavery Statement. This is reviewed and
approved by our Board of Directors. Our Modern
Slavery Statement is available on our website.
As part of a regular RBA audit in FY2024, we were
notified of a technical breach of one of the RBA
requirements related to employment practices.
Throughout the Group, we have a clear policy
prohibiting the charging of recruitment fees to
workers including all costs incurred during the
hiring process, such as processing fees, visa and
work permit fees, medical and other administrative
fees. As part of this policy, it is routine to cover the
costs of pre-employment health checks, which are
mandatory in some locations where we operate.
Due to a miscommunication, two employees from
our facility in Henggang, China, incorrectly paid
their own medical examination fees. This error
was promptly identified, rectified, and our internal
procedures updated to prevent any recurrence.
Cybersecurity
The Company has a robust information systems,
technology and cybersecurity framework. Business
Continuity Principles are in place across the
Company and are subject to regular testing. In
October 2023, we experienced a cyber incident
resulting in unauthorised access to certain IT
systems and data. During FY2024, we appointed
a Group Chief Information Officer to further
strengthen our management of cybersecurity and
IT-related risks. We strengthened our e-learning
training programmes and now require all IT-
enabled users to complete monthly and annual
e-learning. In FY2024, 1,660 colleagues completed
the monthly bite-sized cybersecurity training and
in FY2024, 1,298 (80%) of the eligible workforce
completed our annual e-learning training.
A Trusted Business
Governance and Compliance
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76
Conflict minerals and
responsible minerals
Volex has a dedicated policy addressing the issue
of conflict minerals. We are committed to avoiding
and eliminating the use of conflict minerals in our
products. We ask our suppliers to ensure that the
materials used in the components and products
that they supply to us, including tin, tantalum,
tungsten and gold, are conflict-free. We continue
to strengthen our Supplier Code of Conduct and
each year, we conduct systematic audits across our
supply chain. Our Responsible Minerals Policy is
available on our website.
Quality management
All of our sites operate ISO 9001 certification with
many going further and gaining industry-specific
quality management certifications, including
IATF 16949, ISO 13485, TL 9000, AS 9100D. Each of
these standards drives a series of independent
verification audits ensuring that our quality
management approach remains robust. Quality
excellence is a central focus for our global Volex
Excellence System, which drives the principles
of manufacturing excellence across all our sites.
Through a relentless focus on kaizen, all sites
report on, and share, their kaizen activities on a
weekly basis. We have annual programmes to
encourage, celebrate and recognise site excellence
both at a team and site level. Our management
system reviews many aspects of our quality
performance on a monthly basis, focusing both
on internal and external defect rates, delivery
performances and levels of customer satisfaction
through our customer scorecard methodology.
Environmental management
and sustainability
Volex has a dedicated policy addressing
Environmental Management within our business,
which was published in FY2024. Our commitment
to sound environmental stewardship is enshrined
within the Group’s Code of Conduct, which has
Board approval and oversight through the Safety,
Environment and Sustainability Committee.
We are committed to minimising the impact of
our business on the local environment in which
we operate. In FY2023, we strengthened the
alignment of our sustainability strategy to the
United Nations Sustainable Development Goals
to ensure that, as we develop our strategy, we
are clear on how our efforts align with the wider
sustainability agenda. We operate a governance
structure that periodically reports into our Board,
ensuring that responsibilities and accountabilities
for delivering on our commitments in
sustainability are properly cascaded into our
regional management teams, who are best placed
to drive the improvement activities within their
regions.
Environmental management
systems
A key element of our environmental policy is to
ensure that all our factories have an environmental
management system that is accredited to
international standard ISO 14001:2015. 83% of
our global workforce currently works in a factory
which is ISO 14001 certified. Compliance is ensured
through our internal audit process, together with
regular external independent audit assessments.
We did not receive any environmental fines or
penalties in FY2024 or FY2023.
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Financials
Governance
Strategic
Business overview
Stakeholder Engagement
Volex is a responsible organisation that recognises the importance of fostering
positive relationships with all our stakeholder groups. Our stakeholders, including
customers, employees, shareholders, suppliers and the wider community, are
crucial to our success. We believe that proactive and constructive engagement is
essential for building long-lasting, trusting relationships with them.
Our suppliers
Our customers
Why we engage
At Volex, our employees are a
critical asset to the business and are
integral to meeting our customers’
expectations. Listening to their views,
observations and improvement ideas
is essential for ensuring our success.
How we engage
Our engagement models vary across
the business, depending on the size
and scale of each manufacturing
facility, as well as the systems,
policies and culture that is present
in each location. Some of our sites
are unionised and have collective
bargaining processes that enhance
communication and collaboration
between management and workers.
Other sites use employee committees
or organise employee engagement
surveys or suggestion schemes to
encourage feedback. Our senior
leadership are constantly out and
about visiting sites and always engage
with our employees during their
visits, listening to their improvement
suggestions and requests.
Outcomes of our
engagement
We measure employee engagement
in various ways, including the number
of kaizen ideas generated by each site.
We review a wide range of metrics
such as absence rates, employee
turnover and safety statistics to assess
engagement levels.
Why we engage
Understanding our customers’ needs
is a top priority. Using a continuous
process of engagement with our
customers ensures that we meet and
exceed their expectations.
How we engage
Every site has processes in place to
track and review performance against
a variety of customer key performance
indicators. We adapt our customer
engagement according to the scale
and nature of our relationship. Our
largest customers have dedicated
directors or key account managers
supporting them and our smaller
customers will have direct access to
customer service, sales or programme
management professionals. As a
global manufacturer, we expect all
business general managers to have
regular engagements with their
customers.
Outcomes of our
engagement
Our central goal is to achieve
sustainable revenue growth and to
deepen our customer relationships.
We thrive through our collaborative
approach where we work together
with our customers to meet their
expectations and help them achieve
their strategic goals. We are honoured
to receive their visits, comments and
improvement observations and we
are thrilled to receive their formal
commendations and awards.
Why we engage
As a global manufacturer of
components and assemblies that are
crucial for safety or mission-critical
applications, we work with many
suppliers worldwide, all of whom
are valued partners. We operate in
a complex ecosystem of supply and
demand, working together with
our suppliers to deliver outstanding
products and solutions to our end-use
customers.
How we engage
Our global team of supply chain,
procurement and logistics
professionals are dedicated to
building effective and sustainable
supply chain capabilities. Through
regular engagement, audits
and close communication, we
collaborate with our suppliers to
ensure our supply needs are fulfilled.
We remain vigilant to the wide
range of potential risks that exist
within our global supply chain.
Outcomes of our
engagement
We measure successful supplier
engagement in various ways, but our
ultimate goal is to achieve stable and
predictable supply that meets our
customers’ needs. Through revenue
growth and customer commendations
we demonstrate the contribution of
our supply chain partners.
Our remarkable
talent
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78
Communities
and environment
To achieve this, we have implemented various measures to ensure meaningful
engagement with our stakeholders. Regular communication is essential and
we utilise a variety of channels, including social media, surveys, meetings
and events. By employing multiple communication channels, we can reach
a broader audience, address issues promptly, respond to feedback and build
stronger relationships.
Our shareholders
Why we engage
Each community in which we
operate is important to us. We rely
on their people, their resources and
their support. Each community is
unique, reflecting the diversity of our
locations, which range from rural
areas to inner-city locations and
industrial parks.
How we engage
Community engagement is driven
by our local teams as it must
be aligned with the size, scale
and location of each factory. We
engage in many ways, including
partnering with local schools and
colleges and engaging proactively
with local government or town
administrations. Some of our sites
organise family days that enable
our employees’ families to gain an
insight into our business. Some sites
support charitable programmes
such as blood drives or donating
food and supplies to community
organisations. We encourage our
employees to act as ambassadors
for our business within the local
community.
Outcomes of our
engagement
The benefits of being a good
corporate citizen and a valued
member of our communities can be
measured in many ways including in
the stability and engagement of our
workforce.
Why we engage
Volex shares are publicly traded on
AIM, with each share carrying equal
value and an equal vote on any
members’ resolutions. The Board
does not differentiate between the
Company’s shareholders, ensuring
that all shareholders are treated
equitably and their voices heard.
How we engage
The Executive Chairman, being
a major shareholder, aligns his
interests with those of other
shareholders, promoting a
unified vision for the Company’s
success. Our Board is accessible to
shareholders, particularly during the
Company’s Annual General Meeting,
where they are available to answer
questions and address concerns.
This openness fosters transparency
and trust between the Board and
our shareholders.
Outcomes of our
engagement
Carefully listening to our
shareholders helps us to prioritise
the long-term, sustainable
development of the business. We
align remuneration policies for our
key executives with the interests
of our shareholders. We ensure
goals are consistent with their
longer-term interests. We know that
engaging with shareholders helps
us to identify improvement areas,
enabling us to develop our business
in ways that benefit all stakeholders.
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Financials
Governance
Strategic
Business overview
Section 172(1) Statement
The likely consequences of any
decision in the long term
As a global business working in high-technology
sectors, the Board is always conscious of the
longer-term impact of decisions and the changing
context in which the Company operates. The
Board met on multiple occasions across the year
to ensure a close alignment around our strategy.
Further details of the Company’s strategy and
longer-term objectives can be found in the
Executive Chairman’s Statement on pages 18 and
19, in the Strategy section on pages 28 to 31 and
in the Chief Operating Officer’s Q&A on pages 34
to 36.
The interests of the
Company’s employees
The Board has demonstrated its dedication to
supporting and managing staff development by
consistently focusing on enhancing the business’s
culture and capabilities. Throughout the year,
the Board has remained closely involved with
the business, addressing the ongoing impacts
of inflation and global supply chain challenges.
Discussions with Executive management have
centred on growth, talent, succession planning
and strategic investment in key skills and
capabilities to support delivery of the strategy.
Ensuring employee safety continues to be a
top priority and is one of the Company’s key
performance indicators. Additionally, ‘Talent’
is one of the five main pillars of our strategy.
Recent activities aimed at improving employee
engagement and welfare are detailed in the
Executive Chairman’s Statement on pages 18 and
19, and further elaborated in the ‘Social Impact’
section of the Sustainability Report on pages 73 to
75. The Safety, Environmental, and Sustainability
Committee Report is available on pages 102 to 104.
The need to foster the
Company’s business
relationships with suppliers,
customers and others
The Company fosters long-term relationships with
numerous customers, suppliers and other business
partners, including its professional advisers. Due
to the nature of its business, which involves many
products that require safety and other technical
certifications, the Company ensures close
collaboration with partners and the development
of robust business relationships. More details on
the Company’s business relationships are available
in the Strategy section on pages 28 to 31, the Chief
Operating Officer’s Q&A on pages 34 to 36, and
the Performance and Financial Review on pages
37 to 48.
The impact of the Company’s
operations on the community
and the environment
The Company is continuously exploring methods
to manage and mitigate its impact on the
community and environment, both locally and
globally, as detailed in the Sustainability Report
on pages 56 to 62. The Company has regularly
monitored and reported its energy usage and
carbon emissions, even when it was not a
requirement for AIM-listed companies. The Board
oversees the Executive team’s sustainability
initiatives, ensuring the development of science-
based targets, a decarbonisation roadmap and
an evidence-based action framework that aligns
with the principles of our Environmental Policy,
which is available on our website at https://www.
volex.com/wp-content/uploads/2023/07/Volex-
Environmental-Policy-and-Principles-July-2023.pdf.
More information on the Company’s commitment
to local community engagement is available in
the Social Impact section on pages 73 to 75 and
Stakeholder Engagement on pages 78 and 79.
The Companies (Miscellaneous Reporting) Regulations 2018
require Directors to include a statement in the Strategic
Report describing how they have had regard to the matters
set out in sections 172(1)(a) to (f) of the Companies Act 2006.
This section 172 statement explains how the Company’s
Directors have, as well as the interests of shareholders, also
taken into account the following issues.
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Volex plc Annual Report and Accounts for the year ended 2024
80
The desirability of the Company
maintaining a reputation for
high standards of business
conduct
The Volex Group has a clear Code of Conduct
regarding its ethical and business standards,
formally approved by the Board, and numerous
more specific Company policies, which support
and feed into that code, relating to financial
matters, health and safety issues, environmental
standards, employment practices, modern slavery,
conflict minerals and other matters. Company
policies are hosted on the Company intranet
site and are communicated to new staff on
entering employment. Suppliers are required to
sign an equivalent document, which confirms
their commitment to abide by similar standards.
The Company has a compliance hotline and an
independent compliance reporting system. Every
year, senior management for individual production
sites and cross-company areas of responsibility
in all the subsidiary companies are required to
make a declaration of compliance with the Code
of Conduct and with other key policies, confirming
their adherence to them. More details on the
Company’s ethical values and standards can be
found in the Sustainability Report on pages 56 to
62 and in the Corporate Governance Report on
pages 88 to 95.
The need to act fairly as between
members of the Company
All Volex shares are publicly traded on AIM and
each carries equal value and an equal vote for
any members’ resolutions. The Board does not
make any distinction between the Company’s
shareholders and currently does not issue different
types of shares. The Executive Chairman is a
major shareholder, which helps align his interests
with those of other shareholders. The Company’s
Executive Directors and the Senior Non-Executive
Director are available to speak to shareholders
and answer questions at the Company’s Annual
General Meeting (‘AGM’). Smaller shareholders are
often the most regular attendees and the most
active in questioning the Board at the AGM.
Key Strategic Decision
The following is one of the key strategic decisions
taken by the Board during the year, including the
considerations given to stakeholder interests and
impacts:
Decision: Acquisition of Murat Ticaret and
Placing
In line with our strategy, during FY2024, we
successfully completed the acquisition of Murat
Ticaret Kablo Sanayi A.Ş. (‘Murat Ticaret’), a
leading manufacturer of complex wire harnesses
headquartered in Türkiye for a total consideration
of up to approximately €181.4 million. In order to
facilitate the acquisition, the Board approved a
placing and retail offer to raise gross proceeds of
approximately £60 million in aggregate.
Process and Outcome: As part of the fundraising,
the Board considered the need to raise capital
efficiently and quickly with the desire to treat
shareholders as fairly as possible. In doing so,
members of the Board consulted with the
Company’s major institutional shareholders
ahead of the placing. This consultation confirmed
the Board’s view that the placing was in the
best interests of the shareholders, as well as the
Company’s wider stakeholders.
The Board supported efforts to ensure that
shareholders who did not participate in the
placing were given the opportunity to participate
via a retail offer via the REX platform. The Board
also considered the appropriate structure
for the fundraising and concluded that a
cashbox structure would minimise cost, time to
completion, as well as exposure to market volatility,
and would provide greater transaction certainty.
In its decision-making, the Board also considered
the needs of its customers and concluded that
the acquisition would add non-competing,
complementary products to Volex’s capabilities
across a broad range of geographies and that the
broadened service offerings would strengthen the
Company’s position in the market and promote its
long-term sustainable success.
The Board also considered that expanding our
presence in Türkiye would present our existing
employees within DE-KA, and elsewhere in the
Group, with additional career development
opportunities.
Key Stakeholders Impacted: Shareholders,
customers, employees.
The Strategic Report, as set out on pages 2 to 81,
has been approved by the Board.
On behalf of the Board
Rothschild
Jon Boaden
Executive Chairman
Chief Financial Officer
26 June 2024
81
www.volex.com
Financials
Governance
Strategic
Business overview
Governance
Report
Governance
Board of Directors
84
Executive Chairman’s Introduction
86
Corporate Governance Report
88
Audit Committee Report
96
Nominations Committee Report
100
Safety, Environmental and
Sustainability Committee Report
102
Remuneration Committee Report
105
Directors’ Report
121
Statement of Directors’
Responsibilities
125
Independent Auditors’ Report
to the Members of Volex plc
126
Governance in Action
Regional workshops to deploy our Group’s Code of Conduct and key
business policies.
As a global manufacturer,
ensuring that our Group’s core
polices and Code of Conduct
are fully disseminated and
effectively deployed across
the business is essential.
During FY2024, a number
of workshops were held for
regional management teams
on the important elements
of the Group’s governance
framework.
Following the completion of
the acquisition of Murat Ticaret,
the Group General Counsel
and the Group HR Director
delivered a series of workshops
in person at a number of sites
in Türkiye, and also virtually, to
provide training on the policy
and governance framework as
part of integrating the Murat
Ticaret business into the Volex
Group. The Group General
Counsel joined a regional
management conference
in San Luis Potosi, Mexico to
deliver a policy workshop to
the North American regional
leadership team.
Case study
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
82
Governance at a glance
Ensuring that our
Board is balanced
with a diverse range
of experiences and
competencies is
essential for us and
we keep Board
composition under
regular review.
Actions in 2024
Highlights of
stakeholder
engagement
• We have expanded
our kaizen, team
and site excellence
programmes during the
year, strengthening our
culture of continuous
improvement
• We have invested in our
processes and our people
to deliver increased levels
of operational excellence
to delight our customers
• We have delivered a
series of community
engagement programmes
and taken steps to improve
the natural environment
around some of our
factories
• We continuously listen
to the views of our
shareholders as we shape
our strategy
Board priorities for 2025
Growth
We will follow the Company’s progress towards its current five-year plan and work with the management
team to fulfil our growth potential.
Sustainability
We recognise our responsibilities to ensure that the Company delivers against our sustainability ambitions
and we will assess their plans to achieve net zero on our scope 1 and 2 carbon emissions by 2035.
Customers
We will continue to follow the management team’s operational excellence programme as we push
towards our goal of zero defects.
People and
culture
We will continue to challenge the management team to build a strong and resilient culture that values
safety, diversity, teamwork and collaboration.
Key topics
discussed
Outcomes
Board
composition
and succession
planning
With the resignation of Dean Moore, the Board’s Nominations
Committee recommended John Wilson’s appointment to the Board
as a Non-Executive Director and as Chair of the Audit Committee. John
(picture on page 82) was appointed to the Board with effect from 19
October 2023. On the same date, Jeffrey Jackson was appointed as a
member of the Nominations Committee, and Sir Peter Westmacott was
appointed Senior Non-Executive Director.
In line with the Company’s long-term consideration of succession
planning for directors and other senior executives, and its commitment
to keeping under review the leadership needs of the organisation,
the Chief Financial Officer and Chief Operating Officer were invited
to present to the Board in London on succession planning within the
Finance and Operations teams.
Mergers and
acquisitions
The acquisition of the entire issued share capital of Murat Ticaret, a
leading manufacturer of complex wire harnesses headquartered in
Türkiye for a total consideration of up to approximately €181.4 million,
has been a central focus for the Board during the year.
Finance
Funding of the Murat Ticaret acquisition from existing and amended
debt facilities, together with a successful placing and retail offer.
Cyber
The Board oversaw the Company’s response to a cyber incident which
resulted in unauthorised access to certain IT systems and data at some
of the Group’s international sites, ensuring that all sites remained
operational with minimal disruption to global production levels and
that any financial impact was not material.
Customer
satisfaction
As a global manufacturer, our goal is zero defects and we closely follow
the Company’s operational excellence and customer satisfaction
programmes.
Sustainability
Through the work of our Safety, Environment and Sustainability
Committee we have reviewed the strategy and progress of the
Company to decarbonise and improve its sustainability credentials.
People and
culture
Our workforce is our most important asset and through our work across
the year we have closely followed the Company’s activities to improve
health and safety and well-being as well as monitoring the Company’s
whistleblowing policy and a number of HR key performance indicators.
1
4
1
1
1
4
Tenure
0-3 years
3-6 years
6+ years
Composition
Executive Director
Executive Chairman
Non-Executive Directors
14.3%
14.3%
14.3%
14.3%
14.3%
7.1%
7.1%
Focus areas
Strategy
Risk
Stakeholder engagement
Finance
Audit
Operations
Sustainability
83
www.volex.com
Financials
Governance
Strategic
Business overview
Committee Membership:
A
Audit
Committee
N
Nominations
Committee
R
Remuneration
Committee
S
Safety, Environmental
and Sustainability
Committee
Chair of
Committee
The Lord Rothschild
Executive Chairman
S
N
Lord Rothschild joined Volex in
2015 as a Non-Executive Director
and quickly became Executive
Chairman.
He has extensive experience
in principal investing and
corporate finance and has
held a significant number of
directorships over the years.
Through his investment
company NR Holdings Ltd,
Lord Rothschild is the largest
shareholder in Volex plc.
Lord Rothschild holds a degree
in History from Oxford University
and an MSc in Addiction Studies
from King’s College London. He
was appointed as a Foundation
Fellow of Wadham College,
Oxford, in 2018.
Key areas of expertise:
Sales and marketing, strategic
planning and business
development in developed and
emerging markets.
Jon Boaden
Chief Financial Officer
Jon Boaden joined Volex in
2019 as Deputy Chief Financial
Officer. In November 2020, Jon
was promoted to the role of
Chief Financial Officer and was
also appointed to the Board of
Directors.
Jon’s early career saw him hold a
variety of positions within Cable
and Wireless and also Vodafone.
Prior to joining Volex, Jon held
the roles of Group Financial
Controller and Interim Chief
Financial Officer for Williams
Racing.
Jon has a degree in Politics
from Manchester University
and qualified as a Chartered
Accountant with Ernst & Young
in 2004.
Key areas of expertise:
Finance transformation,
acquisitions and integration,
raising finance, managerial
finance experience with
leading technology-focused
organisations, strategy.
Sir Peter Westmacott
Senior Non-Executive
Director
N
Sir Peter Westmacott was
appointed as a Non-Executive
Director on 12 November 2020.
Peter retired from the Foreign
and Commonwealth Office in
2016. Over a 43-year diplomatic
career Peter held a number of
high profile positions including
being the British Ambassador
to Türkiye, France and the USA.
On retiring from diplomatic
service Peter has taken on a
number of roles, including as
an independent Non-Executive
Director at We.Soda Ltd, Ciner
Glass and Glasswall Holdings.
He was an independent Non-
Executive at EY from 2017-22 and
Chair of Tikehau Capital UK from
2022-24. He is a Distinguished
Ambassadorial Fellow at the
Atlantic Council and a Senior
Advisor to Chatham House.
Peter has a master’s degree in
European History and French
from New College, Oxford where
he is an Honorary Fellow.
Key areas of expertise:
Extensive diplomatic experience
in countries and regions of
strategic relevance.
Board of Directors
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
84
Jeffrey Jackson
Non-Executive Director
R
S
N
Jeffrey Jackson was appointed
as a Non-Executive Director on
30 July 2019.
Jeffrey holds a BA in Cultural
Anthropology from Michigan
State University and undertook
post-graduate Business Studies
at the University of Phoenix. He
is professionally credentialled
in Supply Chain, Quality and
Project Management and
has over 30 years’ practical
experience in sourcing,
manufacturing and distribution
operations.
Jeffrey retired from his
position at Parker Aerospace in
December 2022, after a career
in Operations and Supply
Chain Management spanning
48 years.
Key areas of expertise:
Operations and supply chain
management, planning,
sourcing, manufacturing and
distribution operations in several
market segments, including
Automotive, Electronics,
Aerospace and Medical devices.
Amelia Murillo
Non-Executive Director
R
A
Amelia Murillo was appointed as
a Non-Executive Director on 26
January 2021.
Amelia holds a BSc in
Accounting from the University
of Southern California and
an Executive MBA from the
University of California in Los
Angeles. Amelia is a Certified
Public Accountant and has over
20 years’ practical experience
in finance, administration
and management consulting.
Amelia took early retirement
from her position as Vice
President of Finance and CFO
at Carlisle Fluid Technologies,
following a successful business
exit and transition project.
Key areas of expertise:
Managerial finance and
HR experience within the
interconnect industry.
John Wilson
Non-Executive Director
A
John Wilson was appointed as
a Non-Executive Director on 19
October 2023.
John is a globally experienced
Boardroom Director, with a
strong background in the
technology, components
and connectivity solutions
sectors. He is currently CEO
of Bulgin Limited, a global
leading manufacturer of sealed
connectors and components,
and was formerly Senior
Independent Director, Chair of
the Audit Committee and Chair
of the Remuneration Committee
of Checkit plc (previously
Elektron Technology plc). He is
also Independent Non-Executive
Chairman of Insig AI. John has a
degree in Engineering from the
University of Durham.
Key areas of expertise:
Commercial strategic planning
and execution, mergers and
acquisitions, fast-track new
product development.
The Board in Numbers
1
4
1
Board tenure
1
1
4
Executive split
Executive Chairman
Executive Director
Non-Executive Director
0-3 years
3-6 years
6+ years
85
www.volex.com
Financials
Governance
Strategic
Business overview
Executive Chairman’s Introduction
Guided by our Board of Directors, our
management team formulates the strategies
that propel our Group’s success. Both the Board
and management are dedicated to executing our
strategy and securing the long-term growth of
the business. Our Group has a proven track record
of meeting its strategic objectives, including
sustained increases in revenues and underlying
earnings per share. For FY2025, our focus remains
on delivering the goals outlined in our five-year
plan and ensuring continued profitable growth.
Our Board is committed to ensuring the Group’s
long-term success by balancing the interests of
shareholders, employees and other stakeholders.
Regularly scheduled Board meetings allow us to
consider diverse perspectives and leverage the
extensive experience of our Board members in
decision-making. As Executive Chairman, part of
my role is to facilitate discussion among all Board
members, ensuring everyone has the opportunity
to contribute their views and opinions.
Over the past five years, we have experienced
significant growth and continued to enhance
our capabilities. However, diversification brings
increased complexity, making strong governance
more essential than ever. We are committed
to maintaining high standards of corporate
governance across our leadership team. We
continue to adhere to the Quoted Companies
Alliance Corporate Governance Code (the ‘QCA
Code’) and comply with its provisions, with some
exceptions.
Lord
Rothschild
Executive
Chairman
Read more
about our
Strategic
Aim on
pages
28 to 31
Our executive leadership structure includes my
role as Executive Chairman. Although this does
not fully meet the QCA Code requirements, we
recognise that there are advantages of combining
these roles, such as enhancing our decision-
making processes and faster implementation of
new strategies. Given the ongoing progress we
have made under the current leadership structure,
the Board is satisfied with maintaining this
leadership arrangement, believing it will continue
to drive significant progress for the Group.
Our Corporate Governance Report, detailed
on pages 88 to 95, explains how we manage
the Group to adhere to the provisions of the
QCA Code, along with broader corporate and
business standards and best practices. The report
also provides additional information about the
activities of the Board and its various Committees
throughout the year.
We believe that good corporate citizenship and
social responsibility are crucial to a company’s
long-term success. Our clear Code of Conduct
requires all Group employees to uphold these
standards in every aspect of their work, from
interactions with customers and clients to the
treatment of co-workers. The Board sets an
example for everyone by adhering to this Code
themselves. We take pride in our work culture,
which is reflected in our clearly defined purpose,
vision and values. Details about our culture,
purpose and core values are provided on pages
12 to 13.
Our clearly defined strategic plan, alongside our
commitment to achieving key objectives and
milestones, is driving significant growth and expansion.
Volex plc Annual Report and Accounts for the year ended 2024
86
stock code: VLX
We typically hold our scheduled Board and
Committee meetings remotely via video
conference. This approach has proven to be very
effective, and the use of this technology in no
way hinders robust discussion and constructive
decision-making. Our regular Board and
Committee meetings have provided opportunities
to keep the Directors appraised of the success and
challenges that we have experienced during the
period.
In March this year, I was delighted to invite all
our Board members, our Group COO and other
members of the senior management team to
London for two days of highly productive Board
and Committee meetings in person. We covered
several important topics during the meetings,
including sessions on strategy and succession
planning.
During the year, there were a small number of
changes to the Board’s composition. Dean Moore
(Senior Non-Executive Director) resigned from the
Board with effect from 19 October 2023. With effect
from the same date, John Wilson was appointed
to the Board as a Non-Executive Director, following
a careful and thorough assessment process
involving a number of high-quality candidates
from a wide range of backgrounds. John is
a globally experienced Boardroom Director,
with a strong background in the technology,
components and connectivity solutions sectors.
He is currently CEO of Bulgin Limited, a global
leading manufacturer of sealed connectors
and components and is also Independent Non-
Executive Chairman of Insig AI. His previous
experience includes Senior Independent Director,
Chair of the Audit Committee and Chair of
the Remuneration Committee of Checkit plc
(previously Elektron Technology plc). John brings a
wealth of complementary experience to the Board,
including a demonstrable ability to implement
strategies within complex organisations to
enhance shareholder value and I look forward to
continuing working with him.
Also with effect from 19 October 2023, Sir Peter
Westmacott was appointed as Senior Non-
Executive Director and Jeffrey Jackson was
appointed as a member of the Nominations
Committee. Following his appointment, John
Wilson assumed the role of Chair of the Audit
Committee.
I am confident that the Board of Directors will
play an active role in shaping our strategy for
future growth, including the evaluation of new
investment and acquisition opportunities. These
actions support our growth ambitions and enable
us to achieve the ambitious targets we have set for
ourselves.
Rothschild
Executive Chairman
26 June 2024
87
www.volex.com
Financials
Governance
Strategic
Business overview
Corporate Governance Report
Volex plc has taken the provisions of the QCA
Corporate Governance Code (the “QCA Code”) as
its main benchmark for good corporate practice
for the year ended 31 March 2024. It has adhered
to those provisions other than in the highlighted
instances. The Board welcomes the publication
of the new QCA Code and will look to apply the
updated principles over the next year to continue
to adopt best practice.
The Board seeks not only to ensure that the
Company can generate sustainable growth and
deliver long-term value for shareholders and other
stakeholders, but to establish the governance
standards, values and strategic aims of the
Company.
The names, biographical details and dates of
appointment of the members of the Board are set
out on pages 84 to 85.
The Board provides leadership on these issues
and maintains a framework of controls for risk
assessment and management. Specific matters
are formally reserved for decision-making by the
Board and its Committees to ensure a sound
system of internal control and risk management.
The Executive Chairman, Lord Rothschild, is
responsible for the leadership of the Company
and the Board. He is jointly responsible with the
Senior Non-Executive Director for creating the
right Board dynamics and for ensuring that all
important matters, including strategic decisions,
receive adequate time and attention at Board
meetings.
The Corporate Governance Report sets out how
the Group’s main corporate governance principles
have been applied across all its companies.
Jon
Boaden
Chief
Financial
Officer
Combining the leadership of the Company with
the running of the Board is not the preferred
approach in the QCA Code. However, Volex
continues to believe this more focused and
streamlined structure is appropriate given the
size of the Company, the Board’s proven success
in growing the business and the independent
oversight and support available from the Non-
Executive Directors.
The Executive Chairman, Chief Financial Officer
and Chief Operating Officer are, together,
responsible for the day-to-day management
of the business, developing corporate strategy,
advising the Board and then implementing Board
decisions.
The Group General Counsel & Company Secretary,
Chris Bedford, reports to the Executive Chairman
and Senior Non-Executive Director on governance
matters. With support from the Company’s
Nominated Adviser, Chris is responsible for
keeping the Board up to date on all legislative,
regulatory and governance developments and
issues, managing the timetable of Board and
Committee meetings, advising on Directors’ duties
and facilitating appropriate information flows
between the business and the Board.
During the year, Dean Moore (Senior Non-
Executive Director) resigned from the Board
with effect from 19 October 2023. John Wilson
was appointed to the Board as Non-Executive
Director and Sir Peter Westmacott was appointed
to the role of Senior Non-Executive Director,
both appointments also taking effect from 19
October 2023.
The total number of Non-Executive Directors
is four. This group of highly experienced
individuals provides a solid foundation for our
future growth. Each Non-Executive Director’s
appointment is reviewed every three years. Their
role is to exercise independent and objective
judgement, constructively challenging executive
management’s decisions and ensuring that
the systems for business risk management and
internal financial controls are robust. They are
committed to dedicating the necessary time to
fulfil their duties effectively.
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
88
Aligning with the QCA Code
The QCA Code provides a practical framework for corporate governance tailored for companies of our size.
QCA principle
How we comply
Establish a strategy and
business model which
promote long-term value for
shareholders
The Board holds sessions that are focused on corporate strategy, looking at the plans
for the Group in the short, medium and long-term.
Read more about our Strategy on pages 28 to 31
Seek to understand and
meet shareholder needs and
expectations
Directors make themselves available to answer shareholder questions and have
regular dialogue with investors to understand their expectations. Shareholders also
have the opportunity to engage with the Directors at the financial results webcasts
and the Annual General Meeting.
Read more about our Board of Directors on pages 84 to 85
Take into account wider
stakeholder and social
responsibilities and their
implications for long-term
success
The Board considers the Company’s stakeholders and their needs, interests and
expectations, as part of the decision-making process.
Read more about our approach to Section 172 on pages 80 to 81
Embed effective risk
management, considering
both opportunities and
threats, throughout the
organisation
Risk management is very important and is considered when establishing and
reviewing corporate strategy and when making key decisions. There is a process in
place to ensure that risk management and related control systems are effective.
Read more about Risk Management on pages 49 to 55
Maintain the Board as a well-
functioning, balanced team
led by the Chair
The Board works together effectively to deliver a range of perspectives as well as to
form consensus in relation to important decisions.
Read more about our Corporate Governance on pages 88 to 95
Ensure that between them the
Directors have the necessary
up-to-date experience, skills
and capabilities
There is a broad range of skills and experience available on the Board which support
constructive debates around important matters.
Read more about our Board of Directors on pages 84 to 85
Evaluate Board performance
based on clear and relevant
objectives, seeking continuous
improvement
The Board reviews the terms of reference for its committees and considers how the
committees support the activities of the Board. This year, the Board appointed a new
Non-Executive Director and reviewed and updated the composition of its committees.
Read more about our Board Effectiveness on pages 92 to 93 and our Nominations Committee on
pages 100 to 101
Promote a corporate culture
that is based on ethical values
and behaviours
The Board and management advocate integrity and ethical behaviour through their
words and actions.
Read more about our Culture on pages 12 to 13
Maintain governance
structures and processes that
are fit for purpose and support
good decision-making by the
Board
The Company establishes appropriate governance structures and these are reviewed
periodically by the Board.
Read more about our Governance and Compliance on pages 76 to 77
Communicate how the
company is governed and is
performing by maintaining a
dialogue with shareholders
and other relevant
stakeholders
The Company promotes communication of governance policies.
Read more about our Stakeholders on pages 78 to 79
89
www.volex.com
Financials
Governance
Strategic
Business overview
Governance structure
THE BOARD
Audit
Committee
Remuneration
Committee
Nominations
Committee
Safety, Environmental
and Sustainability
Committee
Key responsibilities
•
Accounting policies
and audit reports
•
Assessing the
adequacy and
effectiveness of
internal financial
controls
•
Monitoring anti-
money laundering
Key responsibilities
•
Reviewing the pay
and employment
terms for the
Company and
the Board
•
Approving targets and
performance-related
pay schemes and all
share incentive plans
and pensions
Key responsibilities
•
Reviewing the size
and composition of
the Board
•
Succession planning
for the Board
•
Oversight of the
appointments process
Key responsibilities
•
Monitor and evaluate
the Company’s
management systems
governing health,
safety, environmental
and other labour-
related risks
Read more about our Audit
Committee Report on pages
96 to 99
Read more about our
Remuneration Committee
Report on pages 105 to 120
Read more about our
Nominations Committee Report
on pages 100 to 101
Read more about our
Safety, Environmental and
Sustainability Committee
Report on pages 102 to 103
Corporate Governance Report continued
Operation of the Board
The Board is responsible for setting the Group’s
business objectives, oversight of risk, strategic
development and effective corporate governance.
It holds regular, scheduled meetings throughout
the year to review the Group’s financial and
operational performance and to consider any other
matters as appropriate, including potential merger
and acquisition opportunities, risk management
and shareholder feedback. When issues requiring
the attention of the Board arise outside the regular
schedule, the Directors will action agreement via
minuted ad hoc Board calls or written resolutions.
All the Directors receive comprehensive briefing
packs in advance of Board and Committee
meetings. They have access to the services of
external advisers and can take independent
professional advice at the Company’s expense if
needed.
Matters reserved for the Board
The Board delegates day-to-day management of
the Company to the Executive Directors who, as
appropriate, delegate to executive management.
However, certain matters are formally reserved for
decision by the Board, including:
•
Approval of the annual budget;
•
Approval of the Company’s objectives and
setting its long-term strategy;
•
Approval of material capital expenditure
projects;
•
Approval of acquisitions;
•
Approval of half-yearly reports, trading updates,
the preliminary announcement of year-end
results and the Annual Report and Accounts;
•
Internal control and risk management; and
•
Material contracts, expenditure and Group
borrowings.
Board focus in FY2024
The main focus this year was to maintain the
progress made by the business in recent years
and execute on the Group’s five-year strategic
plan announced in June 2022, while continuing to
navigate the impacts of inflation and global supply
chain challenges effectively. The Board has focused
on ensuring the financial position of the Group is
secured while also looking forward to the longer-
term strategic options for the Group, including
the acquisition of Murat Ticaret and identifying
potential further acquisitions that could bring
additional value. In particular, this year the Board:
•
Oversaw the acquisition of the entire issued
share capital of Murat Ticaret Kablo Sanayi
A.Ş. (‘Murat Ticaret’), a leading manufacturer
of complex wire harnesses headquartered in
Türkiye for a total consideration of up to €181
million, together with a successful placing
and retail offer to raise gross proceeds of
approximately £60 million in aggregate. In this
regard, please see the post-transaction report
at the end of this Corporate Governance Report,
published in accordance with the requirements
of paragraph 11 of the Pre-Emption Group’s
Statement of Principles published in November
2022 (the ‘Statement of Principles’).
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
90
•
Approved the appointment of John Wilson as
a new Non-Executive Director to the Board
following a formal and rigorous process by the
Nominations Committee to determine the best
candidate for a Non-Executive Director role;
•
Approved the appointment of Sir Peter
Westmacott as Senior Non-Executive Director;
•
Reviewed and approved appointments to
the committees of the Board, including John
Wilson as Chair of the Audit Committee and
Jeffrey Jackson as an additional member to the
Nominations Committee;
•
Reviewed and discussed succession planning
for the Operations and Finance teams;
•
Oversaw the Group’s response to global
supply chain challenges, including responding
dynamically to meet customers’ expectations;
•
Monitored inflationary cost pressures, and
the Group’s ability to pass through increased
costs to customers to protect profitability while
maintaining competitiveness;
•
Approved annual budget and capital
expenditure requirements for the business; and
•
Oversaw the Company’s response to a cyber
incident which resulted in unauthorised access
to certain IT systems and data at some of
the Group’s international sites, ensuring that
all sites remained operational with minimal
disruption to global production levels and that
any financial impact was not material.
Attendance at meetings
The Board met for scheduled discussions six times
during the year, following a timetable set at the
start of the year and based around the calendar
of key upcoming events for the Company. The
four Board Committees met 11 times in total. The
size of the Board allows it the flexibility to meet at
short notice on a more ad hoc basis in response
to the needs of the business, and Non-Executive
Directors are also encouraged to communicate
directly with Executive Directors and executive
management between Board meetings.
Directors attended all meetings of the Board and of those Committees of which they are or were
members during the year. Directors’ attendance at the Board and Committee meetings during the
financial year:
Number of meetings
Full Board
(6 meetings)
Audit
Committee1 (4
meetings)
Remuneration
Committee
(4 meetings)
Nominations
Committee
(1 meeting)
Safety,
Environmental
and
Sustainability
Committee
(2 meetings)
Executive Directors
Lord Rothschild
6/6
–
–
1/1
2/2
Jon Boaden
6/6
–
–
–
–
Non-Executive Directors
Sir Peter Westmacott
6/6
–
–
1/1
–
Amelia Murillo
6/6
4/4
4/4
–
–
Jeffrey Jackson
6/6
–
4/4
1/1
2/2
Dean Moore2
2/2
1/1
1/1
–
–
John Wilson3
4/4
3/3
–
–
–
1
Representatives from the Internal Audit function and from the Company’s external auditors, PricewaterhouseCoopers LLP, usually attend
meetings of the Audit Committee.
2
Dean Moore resigned from the Board with effect from 19 October 2023 and attended the maximum number of meetings possible while
a director.
3
John Wilson was appointed to the Board with effect from 19 October 2023 and has attended the maximum number of meetings possible
while a director.
91
www.volex.com
Financials
Governance
Strategic
Business overview
Corporate Governance Report continued
Committees of the Board
The Board has delegated certain responsibilities to
the following Committees:
•
the Nominations Committee;
•
the Audit Committee;
•
the Remuneration Committee; and
•
the Safety, Environmental and Sustainability
Committee.
Each of the above Committees operates under
defined terms of reference, which are available on
the Company’s website. To ensure independent
oversight of the audit and remuneration
functions, only the Company’s independent Non-
Executive Directors serve on those Committees.
Lord Rothschild sits on both the Nominations
Committee and the Safety, Environmental and
Sustainability Committee, but both are chaired by
a Non-Executive Director. The Company Secretary
acts as secretary to each Committee, other than
the Safety, Environmental and Sustainability
Committee for which the Group HR Director acts
as secretary.
Nominations Committee
The members of the Nominations Committee are
Sir Peter Westmacott (Chair), Lord Rothschild and
Jeffrey Jackson.
The Committee met once during the year.
The Committee is responsible for reviewing the
size and composition of the Board – including
whether the balance of Executive Directors
and Non-Executive Directors continues to
be appropriate – succession planning and
recommending suitable candidates for
membership of the Board when such posts
arise. In appointing a new Board member,
the Committee evaluates the balance of skills,
knowledge and experience of the Board and
prepares a clear description of the role and the
capabilities and strengths required to fulfil a
particular appointment.
Details of the Nominations Committee’s activities
are contained in the Nominations Committee
Report on pages 100 to 101.
Audit Committee
The members of the Audit Committee are John
Wilson (Chair) and Amelia Murillo.
The Committee met four times during the year.
The Committee is responsible for monitoring the
integrity of the Company’s financial statements,
including its annual and half-yearly results, as well
as for keeping the Company’s internal controls
under review and overseeing the relationship with
the external auditors.
Details of the Committee’s activities are contained
in the Audit Committee Report on pages 96 to 99.
Remuneration Committee
The members of the Remuneration Committee are
Amelia Murillo (Chair) and Jeffrey Jackson.
The Committee met four times during the year.
The Committee is charged with determining
and agreeing the remuneration of the Executive
Directors as well as recommending and
monitoring the structure of remuneration for
senior management and approving grants under
the Company’s share incentive scheme.
Details of the Committee’s activities are contained
in the Remuneration Committee Report on pages
105 to 120.
Safety, Environmental and
Sustainability Committee
The members of the Safety, Environmental and
Sustainability Committee are Jeffrey Jackson
(Chair) and Lord Rothschild.
The Committee met two times during the year.
The Committee aims to ensure appropriate
governance is applied to the management of
health and safety within the Group. It monitors
the effectiveness of controls relating to health,
safety and environmental risks and monitors the
overall compliance around labour-related risks
within the business. The Committee also oversees
the Company’s sustainability activities and
governance.
Details of the Committee’s activities are contained
in the Safety, Environmental and Sustainability
Committee Report on pages 102 to 104.
Board effectiveness
Composition, independence and diversity on
the Board
The Board comprises the Executive Chairman, the
Chief Financial Officer and four Non-Executive
Directors, such that the QCA Code requirement
for at least two independent Non-Executive
Directors has been met. Sir Peter Westmacott,
Amelia Murillo, Jeffrey Jackson and John Wilson
are considered by the Board to be independent of
management, as is required by the QCA Code, and
free from any business or other relationship that
could materially interfere with the exercise of their
judgement.
Our Board comprises of an executive leadership
team with extensive commercial knowledge,
supported by experienced Non-Executive Directors
who bring strong governance disciplines and a
valuable external perspective to our business.
The Company embraces diversity and is dedicated
to encouraging inclusion. The Board membership
comprises of individuals who have a wide range
of diverse experience and skills and each bring a
unique perspective to debate at Board level.
The Non-Executive Directors are expected to
devote such time as is necessary for the proper
performance of their duties and be prepared
to spend around 20 days per year on company
business.
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Volex plc Annual Report and Accounts for the year ended 2024
92
It is acknowledged that non-executive directors
may have business interests other than those
of the Company and are required to disclose
to the Board any significant commitments
they have outside of the Company. They must
inform the Board in advance of any changes to
such commitments. In certain circumstances,
the agreement of the Board must be sought
before a Non-Executive Director accepts further
commitments which either might give rise to
a conflict of interest or a conflict of any of their
duties to the Company, or which might impact on
the time that they are able to devote to their role
at the Company.
Board Diversity
The Board recognises the importance of diversity
within the Company and is dedicated to fostering
it at all organisational levels. Although there
is no formal board diversity policy, diversity
considerations play an important role in
appointment decisions. The Board intends to
continue evaluating the necessity of such a policy,
considering the Board’s size and required skills.
Additional details about our diversity efforts,
including female representation in our workforce,
can be found in the ‘Social Impact’ section of the
Sustainability Report on pages 73 to 75.
Executive Directors are expected to attend all
meetings of the Board, and of the Committees on
which they sit, and to devote sufficient time to the
Group’s affairs to enable them to fulfil their duties
as Directors. Details of the time commitment
expected of each Non-Executive Director are
included in their letters of appointment.
Election and Re-election of Directors
Directors are elected by shareholders at the
first Annual General Meeting (AGM) after their
appointment by the Board and, thereafter, may
offer themselves up for re-election by shareholders
at regular intervals and in any event at least once
every three years. John Wilson will be offered for
election at this year’s AGM as it will be his first
AGM following his appointment by the Board. Jon
Boaden, Sir Peter Westmacott and Amelia Murillo
will be offered for re-election this year as it will
be three years since they were last elected to the
Board.
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.
Performance evaluation
The Non-Executive Directors have the opportunity
to meet separately with the Executive Chairman
and the Chief Financial Officer during the year to
discuss Board member performance.
The Non-Executive Directors met separately with
the Executive Chairman and the Chief Financial
Officer at numerous points during the year and
Board member performance was discussed,
with any performance concerns subsequently
addressed. The Board recognises that a robust
performance evaluation is important to maximise
Board effectiveness.
Development
All new Directors receive an induction programme
tailored to their background and experience,
organised by the Company Secretary and the
Company’s Nominated Adviser. In addition, all
Directors are informed of changes to relevant
legislation or regulations and receive updates
and briefings on areas such as Directors’ duties
and corporate governance guidelines and best
practice.
Individual Directors, with the support of the
Company Secretary, are also expected to
take responsibility for identifying their own
training needs and to ensure that they are
adequately informed about the Group and their
responsibilities as a Director.
Accountability for financial reporting
The Board is responsible for presenting a fair,
balanced and understandable assessment of the
Company. The Company has a comprehensive
annual budgeting process, to which all its global
subsidiary entities contribute directly and which
culminates in formal approval of the annual
budget by the Board. Regular forecasts and
updates on financial performance are presented
to the Board during the year. The reasons why the
Directors continue to adopt the going concern
basis for preparing the financial statements are
given in the Directors’ Report on pages 121 to 124.
Internal controls and risk management
The Board has overall responsibility for the Group’s
system of internal control and risk management,
which is designed to identify, evaluate and control
the significant risks associated with delivering
the Group’s strategy with a view to safeguarding
shareholders’ investments and the Group’s assets.
The compliance hotline process, ‘Speak Up’, was
further embedded within the business to ensure
that all employees have a confidential route to
report concerns in relation to ethics, conduct and
compliance.
93
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Financials
Governance
Strategic
Business overview
Corporate Governance Report continued
An ongoing process for identifying, evaluating and
managing the significant risks faced by the Group
has been in place for the year up to and including
the date of approval of this report, based on a
combination of:
–
an ongoing process of assessment and
review of individual Volex sites and/or entities
undertaken by a combination of our Internal
Audit function, the Group Finance team and
the Operations teams; and
–
the annual risk survey conducted centrally
across the entire senior management team
and Group-wide functions.
Read more about Volex’s risk management
processes and outcomes in the Risk Management
section of the Strategic Report on pages 49 to 55.
Key features of the Company’s system of
internal controls
Key elements of the Company’s system of internal
controls which have operated throughout the
year are:
•
A system of regular reports from management
setting out key performance and risk
indicators;
•
Rigorous short-term management and
forecasting of cash flow;
•
A schedule of specific, key matters reserved for
decision by the Board;
•
A framework for reporting and escalating
matters of significance;
•
Group-wide procedures, policies and standards
which incorporate statements of required
behaviour;
•
Continuous review of operating performance
and monitoring of monthly results against
annual budgets and periodic forecasts;
•
Risk-based reviews of sites and/or
business processes, with observations and
recommendations to improve controls being
reported to management to ensure timely
action, with oversight provided by the Audit
Committee; and
•
A process and policy for employees to raise
concerns and regular reports to the Audit
Committee of all material disclosures made,
the results of investigations and actions taken.
Through its risk management process and
the review of effectiveness of the system of
internal controls, the Board believes the control
environment is adequate for a group the size
of Volex.
Relations with shareholders
The Board is responsible for effectively engaging
with shareholders. The Board achieves this
through regular dialogue with brokers, analysts
and shareholders themselves, with the Executive
Chairman and Chief Financial Officer taking a lead
in those relationships.
The Board takes steps to understand the
views of major shareholders of the Company,
including through receiving feedback from any
shareholder meetings and through analyst/
broker briefings. The Board takes account of the
corporate governance guidelines of institutional
shareholders and their representative bodies such
as the Investment Association and the Pensions
and Lifetime Savings Association. The Executive
Chairman and Chief Financial Officer are available
to meet with major and prospective shareholders.
The Non-Executive Directors are available to
attend shareholder meetings as necessary.
Read more about Volex’s engagement with its
stakeholders in the Section 172 Statement on
pages 80 to 81.
Annual General Meeting (“AGM”)
The Notice of AGM will be dispatched to
shareholders, together with explanatory notes
or a circular on items of special business, at
least 21 clear days before the meeting. Separate
resolutions will be proposed on each substantive
issue, including a resolution relating to the Annual
Report and Accounts.
The Board welcomes questions from shareholders,
and they will have the opportunity to raise issues
before or after the meeting if circumstances
prevent active attendance.
For each resolution, the proxy appointment forms
provide shareholders with the option to direct their
proxy vote either for or against the resolution, or
to withhold their vote. As with last year, we will be
encouraging shareholders to switch to paperless
voting.
The Company will ensure that the proxy form and
any announcement of the results of a vote will
make it clear that a ‘vote withheld’ is not a vote
in law and will not be counted in the calculation
of the proportion of the votes for and against the
resolution.
All valid proxy appointments are properly recorded
and counted. For each resolution, after the vote
has been taken, information on the number of
proxy votes for and against the resolution and
the number of shares in respect of which the
vote was withheld, are given at the meeting and
are made available on the Company’s website at
www.volex.com.
Post Transaction Report – Murat Ticaret
Fundraise - June 2023
In accordance with paragraph 11 of the Statement
of Principles, set out below is the post-transaction
report from the Company’s announcement, titled
“Results of Fundraising”, published on 22 June
2023 in connection with a total of 21,818,181 new
ordinary shares of 25 pence each in the capital of
the Company (the “New Ordinary Shares”) being
allotted pursuant to the placing and the retail offer
via the REX platform to raise gross proceeds of
approximately £60 million (the “Fundraising”) used
to part finance the acquisition of the entire issued
share capital of Murat Ticaret Kablo Sanayi A.Ş.
The Fundraising was a non-pre-emptive issue of
equity securities for cash structured via a cash-box,
and accordingly the Company made the following
post-transaction report in its announcement of 22
June 2023 in accordance with the most recently
published Statement of Principles.
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
94
Name of issuer
Volex plc
Transaction details
In aggregate, the Fundraising of 21,818,181 New Ordinary Shares
represents approximately 13.7 per cent. of the Company’s issued
ordinary share capital.
Settlement for the New Ordinary Shares and Admission are
expected to take place at 08.00 a.m. on 26 June 2023.
Use of proceeds
The net proceeds of the Fundraising are to be used to part fund
the acquisition of Murat Ticaret for a total consideration of up to
approximately €178.1 million ($194.5 million1).
Quantum of proceeds
The Fundraising raised gross proceeds of approximately £60.0
million and net proceeds of approximately £58.5 million.
Discount
The Offer Price of 275 pence represents a discount of 3.8 per cent. to
the closing mid-market share price on 21 June 2023.
Allocations
Soft pre-emption has been adhered to in the allocations process.
Management were involved in the allocations process, which
has been carried out in compliance with the MIFID II Allocation
requirements. Allocations made outside of soft pre-emption were
preferentially directed towards existing shareholders in excess of
their pro rata, and wall-crossed accounts.
Consultation
The Joint Global Co-ordinators undertook a pre-launch wall-crossing
process, including consultation with the Company’s major
shareholders, to the extent reasonably practicable and permitted
by law.
Retail investors
The Fundraising included a retail offer of up to £3 million, via the
REX platform.
Retail investors who participated in the REX Retail Offer were able
to do so on the same terms as all investors in the Placing.
The REX Retail Offer was made available to existing shareholders in
the UK. Investors had the ability to participate in the REX Retail Offer
through ISAs and SIPPs, as well as General Investment Accounts
(GIAs). This combination of participation routes meant that, to the
extent practicable on the transaction timetable, eligible UK retail
investors had the opportunity to participate in the Fundraising
alongside institutional investors.
1
EUR/USD FX of 1.092 as of 21 June 2023
Jon Boaden
Chief Financial Officer
26 June 2024
95
www.volex.com
Financials
Governance
Strategic
Business overview
Audit Committee Report
Throughout the year, the Committee has
consistently reviewed financial systems,
controls and published financial statements
while coordinating with external auditors,
PricewaterhouseCoopers LLP (‘PwC’). The
Committee received and discussed updates from
the Group Finance team, PwC representatives and
the Internal Audit function.
As the Group expands through acquisitions and
investments, the Finance and Legal functions
regularly review and update Company policies
and procedures to ensure they remain current.
The Committee will continue to oversee and
coordinate these efforts, reporting and making
necessary recommendations on relevant matters
to the full Board.
I am pleased to present my first Audit Committee Report to you since
taking over as Chair of the Audit Committee on 19 October 2023,
following Dean Moore’s decision to step down from the Board. Dean
was a member of the Board and chaired the Audit Committee for six
and a half years and I would like to express the appreciation of the
Board for Dean’s significant contribution.
John
Wilson
Chair of
the Audit
Committee
Key objectives
The Committee establishes and oversees the
Group’s internal control and risk management
systems, monitors the integrity of externally
published financial information for shareholders
and ensures financial statements are validated by
an effective external audit.
Composition of the Audit
Committee
The members of the Audit Committee were:
Committee
member
Date of
appointment
Date of
resignation
John Wilson
(Chair)
19 October 2023
Dean Moore
18 April 2017
19 October 2023
Amelia Murillo 26 January 2021
Appointments are for a period of three years and
are extendable by no more than two additional
three-year terms. The Committee must consist
of at least two members, all of whom should
be independent Non-Executive Directors. All
current Committee members are independent
Non-Executive Directors and all have the
appropriate range of financial, commercial and
risk-management experience to fulfil their duties.
The Audit Committee Chair has recent and
relevant financial experience, in line with the QCA
Corporate Governance Code and Committee terms
of reference. Biographical details are set out on
pages 84 and 85.
Key responsibilities
• Monitoring the financial reporting process to ensure financial statements are accurate
and complete.
• Establishing and overseeing the Group’s internal control and risk management systems.
• Appointing and supervising the external auditor to ensure their independence and
objectivity during audits.
Read more
about Risk
management
on pages
49 to 55
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
96
Meetings
The Audit Committee met four times in the
year, with the meetings and agendas linked
to events in the Group’s financial calendar.
The Audit Committee invites the Group Chief
Financial Officer, senior representatives of the
external auditors, the internal audit co-source
provider and other staff to attend its meetings as
required. It reserves the right to request any of
these individuals to withdraw for specific items
of discussion.
Governance
The Audit Committee’s terms of reference can be
found on the Volex website.
The Committee is responsible for:
•
Monitoring the integrity of the Group’s
financial statements and any other formal
announcements relating to the Group’s
financial performance and reviewing
significant financial reporting judgements
contained in them;
•
Reporting to the Board on the processes in
place to confirm that the Annual Report and
Accounts, when taken as a whole, are fair,
balanced and understandable and contain the
information necessary to allow shareholders
to assess the Group’s performance, business
model and strategy;
•
Reviewing and challenging, where necessary,
the appropriateness of accounting policies and
the manner in which they are applied across
the Group;
•
Reviewing the Group’s internal financial
controls and the Group’s internal risk
management systems;
•
Monitoring and reviewing the effectiveness
of the Group’s Internal Audit function in the
context of the Group’s overall risk management
system;
•
Reviewing the Group’s procedures for
detecting and responding to fraud and
bribery and for handling allegations made
by employees with respect to financial
malpractice or other forms of whistleblowing,
and oversight of any and all reports on such
incidents; and
•
Oversight of the relationship with the external
auditors, including, where appropriate,
the recommendation of appointment or
reappointment of the external auditors.
The Audit Committee reports its findings to
the Board, identifying any matters on which it
considers that action or improvement is needed,
and makes recommendations on the steps to
be taken.
Main activities of the Committee
during the year
Financial reporting
The primary role of the Audit Committee in
financial reporting is to review, with management
and external auditors (PwC), the appropriateness
of the half-year and annual financial statements,
focusing on key matters such as:
•
The quality and acceptability of accounting
policies and practices;
•
The clarity of the disclosures and compliance
with financial reporting standards and relevant
governance reporting requirements;
•
Material areas in which significant judgements
or estimates have been applied or there has
been discussion with PwC; and
•
The processes to ensure that the Annual
Report and Accounts, taken as a whole, are fair,
balanced and understandable and provide the
information necessary for shareholders.
To aid its review, the Committee considers reports
from the Chief Financial Officer, the Internal Audit
function and the external auditors. Following
its review of the Annual Report and Accounts,
the Committee challenges management on the
content to ensure the report is fair, balanced and
understandable as a whole.
The Committee has reviewed the paper on the
critical judgements and estimates outlined in note
2 to the financial statements on pages 146 to 147.
The primary areas of judgement and estimates
considered and discussed by the Committee in
relation to the FY2024 financial statements and
how these have been addressed are listed below.
Going concern
The Committee reviewed the Group’s budget
and trading position, assessed the potential
impact of future disruptions, including supply
chain challenges, and evaluated compliance with
banking facility covenants.
The Committee has reviewed and approved the
disclosures and concluded that the financial
statements should continue to be prepared on a
going concern basis.
Adjusting items
Management has presented a breakdown of
adjusting items and explanations as to why
they should be categorised as such. The Audit
Committee has reviewed the disclosures and
discussed this analysis with management. Details
are shown in note 4 on page 149. Adjusting items
during the year amounted to $19.5 million (FY2023:
$9.8 million).
97
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Financials
Governance
Strategic
Business overview
Audit Committee Report continued
Inventory provisions
The Committee reviewed the level of inventory
provisions in line with the Group’s provisioning
policy, considering stock ageing and forecasted
future demand. Management regularly reviews
inventory provisions, which involves using
judgements and estimates. The Committee
believes the current provision is reasonable.
Accounting for business combinations
The Committee reviewed the principal
assumptions and judgements applied in
accounting for the acquisition of Murat Ticaret.
This included reviewing that the transaction was
accurately and comprehensively reflected in the
Company’s financial statements. The Committee
also reviewed the valuation of the acquired
assets and liabilities, assessing the application
of the relevant accounting standards (such as
IFRS 3) and ensuring appropriate disclosure of
the transaction’s details. Areas that require the
exercise of judgement, such as the valuation of
intangible assets and the selection of appropriate
discount rates, were discussed with management
and with the external auditors.
Accounting for income and deferred
taxes
The Committee reviewed the principal
assumptions and judgements applied in
accounting for the Group’s uncertain tax positions
and the recognition of deferred tax assets.
Internal control, risk and
compliance
The Audit Committee is required to assist the
Board in its annual assessment of the effectiveness
of the Volex risk management and internal control
systems. To fulfil these duties, the Committee
reviewed:
•
The results of the annual Certificate of
Compliance exercise and survey, involving all
senior personnel in the organisation;
•
The reports issued during the year by Internal
Audit following their risk-based review of sites
and processes;
•
The annual risk survey conducted among
the executive team and other senior
management; and
•
Investigations performed in the event of
whistleblowing, control breakdowns or fraud
issues.
Details of our internal controls and risk
management systems, including controls over the
financial reporting process, can be found on page
93 to 94 in the Corporate Governance Report with
our risk factors in full in the Strategic Report on
pages 49 to 55.
Internal audit
The Audit Committee is responsible for ensuring
the adequacy of resourcing and plans for the
Internal Audit function.
To fulfil these duties, the Committee:
•
Establishes the function’s terms of reference,
reporting lines and access to the Audit
Committee;
•
Approves the appointment and removal of the
Internal Auditor;
•
Reviews and assesses the annual internal audit
plan in the context of the Group’s overall risk
management system; and
•
Reviews promptly the internal audit reports
produced from the site and process reviews
and monitors management’s responsiveness to
the findings and recommendations included
therein.
During the year, an internal audit review was
conducted at the production site in India to
assess key control procedures. Additionally, the
internal audit team reviewed the process and
approach for the ongoing implementation of the
Group’s new enterprise resource planning (‘ERP’)
system. No major issues were identified, although
several areas for improvement were noted and
management has agreed to address them. The
internal audit team also developed a Control Self-
Assessment tool, now implemented across the
Group, to monitor adherence to key controls and
identify potential risk areas.
The Group’s “Speak Up” policy contains
arrangements for the Audit Committee to review
all complaints in confidence.
External audit
The Audit Committee is responsible for monitoring
the independence, objectivity and compliance
with ethical and regulatory requirements of the
external auditors. Details of the total remuneration
for the auditors for the year can be found in
note 8 on page 151 of the consolidated financial
statements.
The auditors’ independence and objectivity are
safeguarded by limiting the scope and value of
non-audit services they provide. The Group also
prohibits hiring employees from the external
auditors who have worked on the audit in the last
two years for senior positions within the Group.
Additionally, there is a rotation policy for the lead
engagement partner, who was changed at the
beginning of FY2022 as part of this policy.
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
98
Non-audit services provided by
the auditors
The Audit Committee upholds a non-audit services
policy outlining the types of non-audit services the
external auditors can and cannot provide to the
Group. This policy includes categories of services
pre-approved by the Committee and those
requiring specific approval before engagement,
subject to de minimis thresholds.
There were no non-audit fees during the year
(FY2023: $nil).
Audit tender
The Audit Committee considers the
reappointment of the external auditors each year.
PwC have been the Group’s auditors since their
appointment on 4 April 2010, following a tender
process. There are no contractual obligations
that restrict the Committee’s choice of external
auditors.
To fulfil its responsibility regarding the
independence and effectiveness of the external
auditors, the Audit Committee:
•
Reviewed the external auditors’ plan for the
current year and agreed the scope of the audit
work to be performed;
•
Agreed the fees to be paid to PwC for their
audit of the FY2024 financial statements and
other non-audit fees;
•
Reviewed a report from PwC describing their
arrangements to identify, report and manage
any conflicts of interest and confirming the
basis of their independence;
•
Assessed PwC’s fulfilment of the agreed audit
plan and any variations from that plan; and
•
Assessed the robustness and perceptiveness
of PwC in their handling of the key accounting
and audit judgements.
The Audit Committee, having considered the
length of PwC’s audit tenure and the results
of the above, continues to consider PwC to be
independent and therefore has provided the
Board with its recommendation that PwC be
reappointed as external auditors for the 52 weeks
ending 30 March 2025. This will continue to
be assessed on an annual basis in light of any
guidance on external audit tendering.
Summary
Based on its work throughout the year, the Audit
Committee has concluded that it has fulfilled its
terms of reference and ensured the independence
and objectivity of the external auditors. We
welcome feedback from shareholders on this
report.
On behalf of the Audit Committee
John Wilson
Chair of the Audit Committee
26 June 2024
99
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Financials
Governance
Strategic
Business overview
Sir Peter
Westmacott
Chair of the
Nominations
Committee
Nominations Committee Report
Composition of the
Nominations Committee
Committee member
Date of appointment
Sir Peter Westmacott
(Chair)
18 March 2021
Lord Rothschild
2 April 2017
Jeffrey Jackson
19 October 2023
The members of the Nominations Committee
are myself (as Chair), Lord Rothschild and Jeffrey
Jackson. The composition of the Nominations
Committee changed as follows during the year
under review:
•
Jeffrey Jackson joined the Committee with
effect from 19 October 2023; and
•
Dean Moore stepped down from the
Committee with effect from his resignation
from the Board on 19 October 2023.
Appointments are generally made for a period of
three years. On expiry of the term, the Director may
have his or her term extended for an additional
period in circumstances where the Director meets
the relevant membership criteria. In accordance
with its terms of reference, the Committee shall
consist of at least three members, including two
independent Non-Executive Directors of the Board.
As such, two-thirds (67%) of the current Committee
are independent (myself and Jeffrey Jackson).
Read more
about Board
of Directors
on pages
84 to 85
Meetings
The Nominations Committee met once in the
year, and all members attended that meeting.
The Nominations Committee invites other staff
to attend its meetings as required, although
it reserves the right to request any of these
individuals withdraw for specific items of
discussion.
Governance
The Nominations Committee’s Terms of Reference
can be found on the Volex website.
The Committee’s responsibilities include:
•
Reviewing the Board structure, size and
composition (including the skills, knowledge,
experience and diversity of the Board) and
making recommendations to the Board with
regard to any adjustments that are deemed
necessary;
•
Giving full consideration to succession
planning for Directors and other senior
executives, taking into account the challenges
and opportunities facing the Company and
what skills and expertise are needed on the
Board in the future;
•
Keeping under review the leadership needs
of the organisation, both executive and
non-executive, with a view to ensuring the
continued ability of the organisation to
compete in the marketplace;
•
Identifying and nominating for approval of the
Board candidates to fill Board vacancies (as
necessary);
•
Before making a Board appointment,
evaluating the balance of skills,
knowledge, experience and diversity
on the Board and, in light of this
evaluation, preparing a description
of the role and capabilities
required for a particular
appointment and the time
commitment required;
•
Prior to the appointment of a
Director, requiring the proposed
appointee to disclose (i) any other
business interests that may result in
a conflict of interest and to report any
future business interests that could
result in a conflict of interest and (ii)
any significant commitments, with an
indication of the time involved;
•
Reviewing the time commitment
of Non-Executive Directors and,
where necessary, assessing (through
performance evaluation) fulfilment of
their duties;
I am pleased to present the Nominations Committee Report
for the year ended 31 March 2024.
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
100
•
Reviewing the results of the Board
performance evaluation process that relate to
the composition of the Board and succession
planning; and
•
Keeping under regular review any
authorisations granted by the Board in
connection with a Director’s conflict of interest.
The Nominations Committee reports its findings
to the Board, identifying any matters on which it
considers that action or improvement is needed,
and makes recommendations on the steps to
be taken.
Main activities of the Nominations
Committee during the year
Board Structure, Size & Composition
Appointment of Non-Executive Director
During the year, the Nominations Committee
undertook a search for an additional Non-
Executive Director. The Committee led a formal
and rigorous process to determine the best
candidate for the role.
Throughout the process, the Committee
considered the composition of the Board as a
whole, including the skills, knowledge, experience
and diversity on the Board as well as the balance
of personal qualities and capabilities. After
careful consideration of a number of high-quality
candidates from a wide range of backgrounds,
three candidates were interviewed. Candidates
were identified through existing networks and
it was not considered necessary to use open
advertising or external consultants. Following
extensive interviews, and as a result of this
assessment process, the Committee concluded
that John Wilson was the best candidate for
the role. Following the satisfaction of necessary
director information checks, the Nominations
Committee formally recommended his
appointment to the Board as a Non-Executive
Director and as Chair of the Audit Committee.
John was appointed to the Board with effect from
19 October 2023.
John brings to the Board a wealth of experience,
including a demonstrable ability to implement
strategies within complex organisations to
enhance shareholder value. He is a globally
experienced boardroom director, with a strong
background in the technology, components and
connectivity solutions sectors. He is currently CEO
of Bulgin Limited, a global leading manufacturer
of sealed connectors and components, and was
formerly Senior Independent Director, Chair of the
Audit Committee and Chair of the Remuneration
Committee of Checkit plc (previously Elektron
Technology plc). He is also Independent Non-
Executive Chairman of Insig AI. John has a degree
in Engineering from the University of Durham.
Committee and other Board changes
Following the resignation of Dean Moore (Senior
Non-Executive Director) with effect from 19
October 2023, the Nominations Committee
(of which Dean was a member), reviewed
its composition and recommended to the
Board that Jeffrey Jackson be appointed as a
member of the Committee. The Board approved
this recommendation, with effect from 19
October 2023.
On the same date, the Nominations Committee
(with me abstaining from the resolution)
recommended to the Board my appointment as
Senior Non-Executive Director. I was delighted that
this recommendation was approved by the Board.
Succession Planning
In line with the Committee’s long-term
consideration of succession planning for directors
and other senior executives and its commitment
to keeping under review the leadership needs of
the organisation, the Chief Financial Officer and
Chief Operating Officer were invited to present
to the Board in London on succession planning
within the Operations and Finance teams. There
was a healthy and constructive discussion on
succession planning and it is the Committee’s view
that the Company’s succession planning is well
placed should the need arise in the future.
For information on (i) board diversity and (ii) the
discussions during the year on Board performance,
please see pages 92 to 93.
Election and Re-election of Directors
Directors are elected by shareholders at the
first Annual General Meeting (AGM) after any
appointment by the Board and, thereafter, may offer
themselves up for re-election by shareholders at
regular intervals and in any event at least once every
three years. John Wilson will be offered for election
at this year’s AGM as it will be his first AGM following
his appointment by the Board. Jon Boaden, Sir Peter
Westmacott and Amelia Murillo will be offered for
re-election this year as it will be three years since
they were last elected to the Board. John Wilson,
Jeffrey Jackson, Sir Peter Westmacott and Amelia
Murillo are each considered to be independent in
accordance with the QCA Code.
Actions for the coming year
Through FY2025, the Nominations Committee will
continue to monitor succession planning within
the Group. It will also continue to assess the size
and composition of the Board to evaluate whether
this is suitable for the Group’s current stage of
development, containing an appropriate balance
of skills, knowledge and experience.
On behalf of the Nominations Committee
Sir Peter Westmacott
Chair of the Nominations Committee
26 June 2024
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Financials
Governance
Strategic
Business overview
Safety, Environmental and
Sustainability Committee Report
Key Highlights
• Top 10 percentile rating
with Ecovadis
• B rated with CDP
• Recognised as a Financial
Times Europe Climate
Leader 2024
• 8.4% improvement in
emissions intensity (scope
1 and 2)
• 13% improvement in water
use intensity
Key responsibilities
The responsibilities of the Committee are to ensure that the
Board has an understanding and oversight of the:
• Materiality of sustainability-related risks to the business;
• Impact of climate-related risks to the business over the short,
medium and long term;
• Extent, ambition and progress of the Company’s response to the climate agenda
in order to ensure compliance with the obligations under the Paris Agreement;
• Monitoring of the Company’s progress against its climate-related goals,
targets and metrics;
• Current performance and trend information for non-climate related
sustainability performance indicators in the areas of health, safety, environment,
human rights, modern slavery, diversity and inclusion and other labour-related
areas across the Group;
• Effectiveness of the Group’s specific and tailored policies and systems to control
health, safety, environmental and labour-related risks;
• Emerging ESG and climate-related trends and international standards; and
• Financial implications (including costs and benefits) of any decision of
the Committee.
Read more
about
Sustainability
on pages
57 to 72
I am pleased to report on the work of the Volex Safety, Environmental and
Sustainability Committee. This Committee, established in 2019, aims to
improve the Board’s oversight of issues relating to health and safety and the
wider environmental performance of the Group. In 2021, the Committee’s
scope was expanded to provide oversight to the broader topic of sustainability
and the Committee was renamed accordingly.
As a Committee, our aim is to sharpen the Group’s
focus on these important issues and to provide an
effective channel for relevant information to feed
into the Board. Volex wants to ensure it adheres
to best practices wherever possible and
provides a safe and productive working
environment for our employees.
Increasingly, our customers want
verifiable assurances from their
suppliers and business partners on a
broad range of environmental, social
and governance-related matters.
Jeffrey
Jackson
Chair of
the Safety,
Environmental
and
Sustainability
Committee
stock code: VLX
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
102
During the year, we have made good progress to
improve our external disclosures gaining a top
ten percentile rating with Ecovadis and we have
also improved our CDP Climate Change score to
a B rating. During the year, we published our first
Supplemental Sustainability Disclosure Report for
FY2023. Towards the end of FY2024, we received
recognition for our efforts to decarbonise and
improve our carbon intensity when the Financial
Times included us in their list of Climate Leaders in
Europe 2024.
The Committee is responsible for ensuring that
the Board is kept up to date with emerging ESG
and climate trends and relevant international
standards. The Committee also ensures that
the Board receives the necessary information to
enable it to assess the likely material impacts of
climate and sustainability-related developments
to enable the Board to assess the potential risks
and opportunities to our strategy and to the
short, medium and long-term performance of the
Company. The Committee is also responsible for
ensuring that the financial implications (including
costs and benefits) of any decision made by the
Committee are fully considered so as to balance
the needs of all stakeholders.
How the Committee spent
its time
•
Reviewing the TCFD findings and
recommendations;
•
Reviewing the safety performance across the
Group especially in light of our acquisition of
the Murat Ticaret organisation;
•
Reviewing the progress of our post-acquisition
integration activities; and
•
Discussing the Group’s decarbonisation and
net zero ambitions.
As with the other Board Committees, the Safety,
Environmental and Sustainability Committee
reports its findings to the full Board, identifying
any matters on which it considers that action,
or improvement, is needed and makes
recommendations on the steps to be taken. The
Committee shall consist of at least two members,
including one independent Non-Executive
Director of the Board. As such, 50% of the current
Committee is independent (myself).
Composition of the Safety,
Environment and Sustainability
Committee
The members of the Safety, Environmental and
Sustainability Committee are:
Committee member
Date of appointment
Jeffrey Jackson (Chair)
15 October 2019
Lord Rothschild
15 October 2019
Meetings and activities
The Committee met formally two times
(November and March) during FY2024, and
received regular updates on the Group’s health
and safety performance from the Group HR
Director. This is in line with our intention that the
Committee will meet at least annually.
The main activities undertaken by the Committee
during the year were:
•
To review the approach being taken by the
Group to improve performance in the areas
of health, safety, environment and labour-
related risks;
•
To review the findings of a week-long
independent safety review that was
undertaken at two of our key sites in
Türkiye. This review was the result of a
recommendation by our Senior Independent
Director, Sir Peter Westmacott, and was
conducted by DSS+, a leading safety
consultancy; and
•
To monitor the Company’s progress towards
our decarbonisation goals.
A primary focus for the Committee this year has
been to oversee the integration of the Murat
Ticaret organisation. During the due diligence
process, it was identified that the performance
standards within this target business for safety and
environmental management were significantly
behind those seen in the Volex business. Through
the due diligence workstreams we identified
that the injury incident rates in this business
were substantially higher than in the wider Volex
business.
With the acquisition completed, our management
team have been working hard to introduce the
Volex safety standards to our new colleagues
across all of our new manufacturing facilities,
we have focused on tackling the fundamental
weaknesses in their health and safety and
environmental management systems so that
we can ensure that their incident rates improve
rapidly. In parallel, a great deal of effort has been
undertaken to deploy our environmental policies
and our sustainability reporting system across our
new sites.
The integration of our newly acquired business
has been the main improvement priority for
our management team since the acquisition
completed.
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Financials
Governance
Strategic
Business overview
The Company has completed a number of
important workstreams this year, which the
Committee has reviewed before their review by the
main Board. The noteworthy workstreams include:
•
The review of our materiality assessment
which was published in our Supplemental
Sustainability disclosure report;
•
Reviewing progress made during the
integration of the Murat Ticaret business,
including reviewing the findings of a week-
long independent safety review of two of our
key sites in Türkiye;
•
Ensuring that a robust corrective action plan is
implemented to improve standards of health,
safety and environmental management in our
newly acquired locations; and
•
To oversee the development and publication
of new environmental management and
responsible water use policies within the
Company.
Health and safety performance
As a result of our ongoing work within the newly
acquired operations of Murat Ticaret we have
decided to exclude their safety performance
data from our lost time accident and accident
frequency data for FY2024 to allow for this year’s
reporting to be comparable to FY2023.
At the year end we reported an accident frequency
rate of 1.28 (FY2023: 1.24) lost time accidents
per million hours worked. This is equivalent to
0.26 accidents per 200,000 worked hours. In the
non-Murat Ticaret business we had 27 lost time
accidents during the year (FY2023: 24). 42% of
these were caused by employees coming into
contact with moving machinery (FY2023: 45%).
The efforts of our management team remain
focused on increasing standards for health, safety
and environmental performance across our
operations within Türkiye. With accident rates
around five times our own there is significant
opportunity for improvement and there are early
signs of progress which we will report on, in more
detail, in our FY2025 reporting.
In FY2024, 51% (FY2023: 61%) of our global
workforce is working within an ISO 45001
accredited site. None of the acquired sites in the
Murat Ticaret business have a certified health
and safety management system. In FY2023, we
decided to require all of our sites to achieve ISO
45001 accreditation by the end of FY2025. Our
Poland and Slovakian factories were able to
achieve this important certification during FY2024,
bringing the total number of sites in the group
with an independently certified health and safety
management system to ten.
Environmental Performance
With our revenues growing by 26% compared
to the previous year, our goal this year was to
ensure that our absolute carbon emissions
did not increase in line with our growth. It is
pleasing to see that year-on-year our Scope 1
and Scope 2 emissions increased by only 15.6%.
Increases in revenues have helped us to show
improvements to our emissions intensity - a
further 8.4% improvement on the previous year.
We have been able to improve our emissions
intensity by 28% compared to our FY2019 baseline
year. Our water use intensity ratio has also
improved by a further 13% with a number of our
sites delivering responsible water use initiatives
during FY2024. It is very pleasing to see that 83%
of our workforce is employed within a site which
has an independently certified environmental
management system (ISO 14001).
Overall our FY2024 acquisition has negatively
impacted our performance against a number of
our sustainability metrics. However, every site is
actively engaged in reporting their safety and
environmental data and I am confident that
by continuing to adopt a data-led approach, by
working collaboratively and consistently across the
group, that our management teams are focused
on the necessary corrective actions. I am confident
that in the months and years ahead we will be
able to recognise excellence in health, safety and
environmental management across all parts of our
business.
For the coming year, I look forward to ensuring
the Group maintains and further improves on its
record in this regard.
On behalf of the Safety, Environmental and
Sustainability Committee
Jeffrey Jackson
Chair of the Safety, Environmental and
Sustainability Committee
26 June 2024
Safety, Environmental and
Sustainability Committee Report continued
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104
Amelia Murillo
Chair of the Remuneration
Committee
Remuneration Committee Report
Annual Statement
Overview from the Chair of the Remuneration Committee
I am pleased to introduce the Remuneration Committee Report for the
year ended 31 March 2024, which includes my statement as Remuneration
Committee Chair, the Directors’ Remuneration Policy and the Annual Report
on Remuneration for the year.
Composition of the Remuneration
Committee
The members of the Remuneration
Committee were:
Committee
member
Date of
appointment
Date of
resignation
Amelia Murillo
(Chair)
26 January 2021
Dean Moore
18 April 2017
19 October 2023
Jeffrey Jackson
18 March 2021
The Terms of Reference for the Committee
(available on the Company’s website) provide
that the Committee must consist of at least two
members, all of whom shall be independent Non-
Executive Directors. Dean Moore resigned and
left the Board effective 19 October 2023. Effective
from this date the Committee consisted of two
members, both are independent Non-Executive
Directors and have the appropriate range of
experience to fulfil their duties.
Appointments to the Committee are for a period of
up to three years, which may be extended for two
further three-year periods, provided the Director
remains independent and still meets the criteria
for membership of the Committee.
Overview
FY2024 was a year in which the Company
continued to demonstrate its growth potential as
we concluded the acquisition of the Murat Ticaret
business. As with other global manufacturers,
the Company still had much to contend with,
including ongoing supply chain challenges and
the consequential impacts of the ongoing crisis
in Ukraine. Despite these external factors the
business performed very well and we are pleased
to report that the Company has exceeded the
underlying operating profit and working capital
targets for the period.
Annual bonus for FY2024
We continue to prioritise financial metrics for our
Executive Directors and to incentivise them to
focus on generating shareholder value. We want
Volex to be a sustainable and cash-generative
Group that aims to pay regular dividends. Financial
measures make up 80% of the total opportunity
for Executive Directors. For FY2024, we retained
the focus on maintaining profitability and kept
the weighting of the underlying operating profit
objective for Executives at 70%. It is our view that
this maintains a relentless focus on delivering
profitable growth within the business. To ensure
alignment through the organisation on cash
generation through effective management
of our working capital, we maintained the
measure of ‘working capital as a percentage of
sales’ (weighted as 10%) within the Group bonus
framework.
The FY2024 targets were challenging, and the
strong underlying profit performance reflects
the achievements of the Group over the year.
The management team was able to achieve both
targets during FY2024.
Read more
about our
staff costs
on page 152
105
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Financials
Governance
Strategic
Business Overview
Having reviewed this performance, the Committee
determined that bonuses of 98% of salary for the
Executive Chairman and 98% of salary for the
Chief Financial Officer were appropriate. Bonuses
may be paid fully in shares or fully in cash in
circumstances where an Executive Director meets
the shareholding requirements.
Base salary review during FY2024
During FY2024, the Committee completed its
annual review of the compensation levels for
the top 40 senior roles. This review ensures that
we maintain competitive and fair remuneration
practices whilst providing a mechanism for us
to reflect the increased size and complexity of
the Group, as well as to reflect any changes in
market practices. Base salaries are reviewed taking
into consideration inflationary pressures in each
country. In FY2024, the salaries of the Executive
Directors were reviewed and increased by 6%,
which was in line with the increase applied to our
UK-based employees. Following these increases,
which take effect for FY2025, their salaries remain
at or below the lower quartile of similarly sized UK-
listed industrial businesses. During the year, the
Committee reviewed the Remuneration Policy in
order to ensure that it remains both appropriate in
light of our strategy and effective in incentivising
the delivery of our strategy and the retention of
our senior talent. No significant changes were
made to the remuneration policy.
Long Term Incentive Plan awards
during FY2024
No new LTIP awards were made to our Executive
Directors during FY2024. This is consistent with
the Committee’s decision that we would align LTIP
awards with the successful delivery of the five-year
plan so as to secure the long-term retention of
our strategic talent. On 21 December 2022, Lord
Rothschild and Jon Boaden, together with seven
other senior executives, were granted equity
awards under the LTIP. As disclosed previously,
the Committee decided in 2022 to aggregate the
awards from FY2023, FY2024 and FY2025 into a
single up-front five-year performance share award
as an alternative to awarding shares annually
under the LTIP. As a condition of participation in
these awards, no further awards will be made to
these nine executives before FY2026.
In December 2023 the Committee approved
an award of share options to 37 members of
the senior management team. These awards
are subject to a three-year vesting period and
performance conditions.
Our focus is to deliver
fair and competitive
remuneration aligned with
both business performance
and the interests of our
shareholders.
Bonus Policy for FY2025
In FY2025, Executive Directors will continue to have
the opportunity to earn up to 100% of annual salary
under the annual bonus plan. We have maintained
the emphasis on quantitative financial targets.
The Remuneration Committee is continually aware
and mindful of the risks associated with executive
remuneration. With our remuneration policy
we seek to provide a structure that encourages
an acceptable level of risk-taking through
key performance measures and an optimal
remuneration mix.
The Committee undertakes annual third-party
evaluations to ensure our reward programmes
achieve the correct balance, maintain
competitiveness in the market and do not
encourage excessive risk-taking. The Committee
has considered the risk involved in the short and
long-term incentive schemes and is satisfied that
the governance procedures mitigate these risks
appropriately.
The Committee continues to welcome feedback
from shareholders, and I hope that we can
continue to receive your support in the future on
the remuneration-related votes at our AGM.
On behalf of the Remuneration Committee
Amelia Murillo
Chair of the Remuneration Committee
26 June 2024
Remuneration Committee Report continued
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
106
Compliance statement
The Company is listed on the Alternative
Investment Market and therefore provides
these remuneration disclosures on a voluntary
basis. As such, the charts and tables included
here are unaudited. We have incorporated
some additional information based on the
remuneration reporting regulations for main
market-listed companies where we believe it
provides additional relevant information for the
users of the financial statements. The Board is
committed to maintaining high standards of
corporate governance and the Directors intend,
so far as is practicable given the Company’s size
and constitution of the Board, to comply with
the provisions of the Quoted Companies Alliance
Corporate Governance Code (the ‘QCA Code’).
Introduction
The Company’s Remuneration Policy (‘Policy’)
is designed to reinforce the Company’s goals,
providing effective incentives for exceptional
Group and individual performance. The
Committee regularly reviews the remuneration
structure in place at Volex to ensure it remains
aligned with our business strategy, reinforces
our success and aligns reward with the creation
of shareholder value. The Committee strives to
ensure that shareholders’ interests are served by
creating an appropriate balance between fixed
and performance-related pay. A considerable part
of the reward package is linked to share-price
performance and is delivered in shares.
Policy report
Volex’s Remuneration Policy for Executive Directors
The table below sets out our Remuneration Policy.
Purpose and link
to strategy
Operation
Opportunity
Performance metrics
Base salary
To reflect market
value of the role
and individual’s
performance and
contribution.
Reviewed on an annual basis,
with any adjustments taking
effect from 1 April.
The Committee reviews base
salaries which are payable in
cash, with reference to:
• The individual’s
performance, responsibility,
skills and experience;
• Company performance and
market conditions;
• Salary levels for similar roles
at relevant comparators,
including companies
of similar market
capitalisation to Volex and
companies in a similar
sector; and
• Wider pay levels and salary
increases across the Group.
Base salary increases are
applied in line with the
outcome of the review, as
part of which the Committee
also considers average salary
increases across the Group.
In respect of existing
Executive Directors, it is
anticipated that salary
increases will be applied
consistently with the cost-
of-living increases applied
to other salaried employees
employed in the same
country.
In exceptional circumstances
(including, but not limited
to, a material increase in
job size or complexity) the
Committee has discretion
to make appropriate
adjustments to salary levels
to ensure they remain market
competitive.
Company and individual
performance are
considerations in setting
Executive Director base
salaries
Pension
To provide a market
competitive pension.
Executives participate in a
money purchase scheme
or other scheme as may be
appropriate from time to
time according to the country
in which they are employed.
Executive Directors receive a
contribution of up to 10% of
salary.
Not performance-related.
107
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Financials
Governance
Strategic
Business overview
Purpose and link
to strategy
Operation
Opportunity
Performance metrics
Benefits
To provide market
competitive benefits.
Benefits may include fuel
costs, travel allowances,
private medical insurance,
critical life and death-in-
service cover.
Other benefits may be
awarded as appropriate and
include relocation and other
expatriate benefits.
Benefits may vary by role and
individual circumstances and
are reviewed periodically.
Benefits are not anticipated
to exceed 10% of salary over
three financial years.
The Committee retains
discretion to approve a
higher cost in exceptional
circumstances, to
support a relocation, or in
circumstances where factors
outside of the Company’s
control have materially
changed, such as with an
increase in medical insurance
premiums.
Not performance-related.
Annual bonus
To incentivise delivery
of the Group’s annual
financial and strategic
goals.
Performance is measured
on an annual basis for each
financial year.
KPIs are established at
the start of the year that
are directly related to and
reinforce the business
strategy. Stretch targets are
set for each KPI; at the end
of the year, the Committee
determines the extent to
which these were achieved.
Annual bonus awards may
be delivered as a mix of
cash and shares which are
deferred for at least one year
and subject to continued
employment, with the extent
of deferral depending on
the extent to which the
shareholding guidelines have
been achieved. Executives
who have not achieved the
shareholding guideline will
receive two-thirds of any
bonus above 25% of annual
salary as an award of deferred
Volex shares. Executives
who have achieved the
shareholding requirements
may be paid their bonus
entirely in cash or in shares.
Annual bonus amounts
paid and vested deferred
bonus awards are subject
to clawback. Malus may be
applied to the in-year bonus,
through either a reduction
being applied or the
withdrawal of the bonus, and
to unvested deferred bonus
awards.
The maximum bonus for
Executive Directors is 100% of
salary per annum.
For threshold performance,
20% of the bonus is payable.
Threshold performance is set
just below our budgeted level
for each financial indicator.
For performance between
threshold and maximum, the
bonus payout will increase on
a straight-line basis up to the
maximum.
The KPIs selected and their
respective weightings
may vary from year to year
depending on strategic
priorities. Measures may
include financial and non-
financial metrics.
Corporate measures will
be weighted each year
according to business
priorities. These will include
a metric for operating
profit and other financial
performance objectives that
support our in-year goals.
The range of performance
required under each measure
is calibrated with reference to
Volex’s internal budgets.
Financial measures will
make up at least 80% of
the total opportunity. The
Committee has discretion to
adjust the formulaic bonus
outcome both upwards
and downwards to ensure
alignment of pay with the
underlying performance
of the business over the
financial year, and to take
into account personal
performance over the course
of the year.
Further details of
performance conditions
are provided in the Annual
Report on Remuneration on
pages 113 to 117.
Remuneration Committee Report continued
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Volex plc Annual Report and Accounts for the year ended 2024
108
Purpose and link
to strategy
Operation
Opportunity
Performance metrics
LTIP
To drive performance,
aid retention and
align the interests of
Executive Directors
with shareholders.
The Committee may grant
annual awards in the form
of shares or nominal value
options which vest after at
least three years, subject
to performance conditions.
The award levels and
performance conditions
are reviewed in advance
of grant to ensure they
remain appropriate and the
Committee has the discretion
to apply additional measures.
Where relative TSR
performance is used
as a measure, then the
Committee will review the
comparator group annually
to ensure it remains aligned
with shareholder interests.
Unvested awards under the
LTIP are subject to malus and
vested awards are subject to
clawback. LTIP awards will
have a performance period
of at least three years and a
minimum vesting period of
three years. If no entitlement
has been earned at the end
of the relevant performance
period, the awards will lapse.
The LTIP provides for annual
awards of performance
shares of up to 680,000
shares for the Executive
Directors, or up to 750,000
shares in exceptional
circumstances. The normal
annual grant will be up
to 200% of salary. Under
each measure, threshold
performance will result in
30% of maximum vesting
for that element, rising on
a straight-line basis to full
vesting.
Awards vest subject to
continued employment
and Company performance.
The performance measure
applied to the LTIP awards
granted in December 2022
for the Executive Directors is
EBIT and these are subject
to a five-year performance
period.
Prior year awards, and
awards made to other
senior employees in FY2024,
continue to utilise a three-
year performance period
and have relative Total
Shareholder Return (‘TSR’)
and cumulative adjusted
operating profit as their
performance metrics.
Further details of
performance conditions
are provided in the Annual
Report on Remuneration
pages 113 to 117.
Notes to the policy table
Performance measurement selection
The aim of the annual bonus plan is to reward
key executives over and above base salary for
the achievement of critical business objectives.
The bonus criteria are selected annually and are
designed to encourage continuous performance
improvement for the Group. Group financial
performance targets relating to the annual bonus
plan are set from the Company’s annual budget,
which is reviewed and signed off by the Board
prior to the start of each financial year. Underlying
operating profit is used as a key performance
indicator for the annual bonus plan because it
is a clear measure of the underlying financial
performance of the Group.
The long-term share-based incentive plan (‘LTIP’)
is designed to align the interests of key executives
with the longer-term interests of the Company’s
shareholders by rewarding them for delivering
sustained increases in shareholder value and
financial growth. The vesting of share awards is
linked to performance conditions, in particular
to growth in the Company’s adjusted underlying
operating profit and relative total shareholder
returns. EBIT, defined as our underlying earnings
before interest and taxes in any financial year, was
selected as the sole metric for the FY2023 awards
to Executive Directors as it is the key measure of
successful delivery of the five-year plan announced
in June 2022. The five-year total performance
period and six-year total vesting period applied to
the FY2023 award for our Executive Directors fully
aligns with the five-year plan and is defined with
multi-year targets that end with the financial year
end March/April 2027.
Typically awards made under the LTIP will contain
performance measures and targets that are
reviewed by the Committee ahead of each grant
to ensure they are challenging but achievable.
Targets are reviewed annually, based on a number
of internal and external reference points and will
take into consideration the strategic priorities and
economic environment in any given year.
Shareholding guidelines
The Committee continues to recognise the
importance of Executive Directors aligning their
interests with shareholders through building
up a significant shareholding in the Company.
Shareholding guidelines are in place that require
Executive Directors to acquire, over time, a
holding equivalent to 100% of base salary. Other
executive management are required to acquire a
holding over time equivalent to 50% of base salary.
Executives are expected to retain at least 50% of
any LTIP shares acquired on vesting (net of tax)
until the guideline level is achieved.
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Financials
Governance
Strategic
Business overview
Remuneration policy for other
employees
Volex’s approach to annual salary reviews is
consistent across the Group, with consideration
given to the levels of experience and responsibility,
to individual performance and to salary levels in
comparable companies. The Company takes into
account inflationary changes in each country.
The Company utilises a globally recognised
job evaluation system and each year externally
benchmarks the top 40 leadership positions.
The Committee reviews the recommendations
that arise.
Many of our employees (excluding those who
are shopfloor-based within our factories) are
eligible to participate in an annual bonus scheme.
The top 180 managers participate in an annual
cash bonus plan that is linked directly with the
Group’s financial performance in the same way
as it is for our Executive Directors. Typically all of
these managers in the Company have a financial
measure with at least a 50% weighting linked to
the operating profit of either their factory or the
Group. All bonuses are payable subject to the
discretion of the Remuneration Committee and
only become payable once the Group has achieved
its underlying operating profit in any financial
year. Bonus opportunity varies by organisational
level, however all management bonus plans utilise
a consistent framework of financial and personal
objectives.
Volex’s Remuneration Policy for Non-
Executive Directors
The Board determines the Remuneration
Policy and level of fees for the Non-Executive
Directors within the limits set out in the Articles
of Association. The Remuneration Committee
recommends the Remuneration Policy and level
of fees for the Non-Executive Directors. Non-
Executive Directors are not eligible to participate in
the annual bonus, LTIP or pension schemes.
The current policy for Non-Executive Directors is:
Purpose and link
to strategy
Operation
Opportunity
Performance metrics
Fees
To reflect market
competitive rates
for the role, as
well as individual
performance and
contribution.
Non-Executive Directors
receive a basic fee for their
respective roles.
Additional fees are paid to
Non-Executive Directors for
additional services, including
chairing a Board Committee
or supporting the Board
on matters that require
significant time commitment
over and above that expected
to fulfil their normal duties.
Fees are reviewed annually
with reference to information
provided by remuneration
surveys; the extent of the
duties performed; and the
size and complexity of the
Company.
Fee levels are benchmarked
against sector comparators
and FTSE-listed companies of
similar size and complexity.
Fees are payable in cash.
Fee increases are applied in
line with the outcome of the
annual review.
There is no prescribed
maximum fee. It is expected
that increases to Non-
Executive Director fee levels
will be in line with salaried
employees over the life of the
policy.
However, in the event
that there is a material
misalignment with the
market or a change in the
complexity, responsibility or
time commitment required
to fulfil a Non-Executive
Director role, the Board
has discretion to make an
appropriate adjustment to
the fee level.
Not applicable.
Remuneration Committee Report continued
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
110
Pay scenario charts
The charts below provide estimates of the potential future
reward opportunity for the current Executive Directors,
and the potential split between the different elements of
remuneration under three different performance scenarios:
‘Minimum’, ‘On-target/Threshold’ and ‘Maximum’.
Potential reward opportunities illustrated below are based
on the Remuneration Policy, applied to the base salary as at
1 April 2024. For the annual bonus, the amounts illustrated
are those potentially receivable in respect of performance
for FY2025. For the LTIP, the award opportunities are based
on the annualised value of LTIP awards granted in FY2023
which also replace the FY2024 and FY2025 awards. This
approach is consistent with our remuneration policy and
our rules around annual limits. It should also be noted that
LTIP awards granted to the Executive Directors in FY2023
vest on the fifth and sixth anniversary of the date of grant.
Executive Chairman – Lord Rothschild
£0m
£0.5m
£1m
£1.5m
£2m
Minimum
Maximum + 50% share
price appreciation
Maximum
On-Target/Threshold
Chief Financial Officer – Jon Boaden
£0m
£0.4m
£0.8m
£1.2m
Minimum
Maximum + 50% share
price appreciation
Maximum
On-Target/Threshold
Fixed
Annual Bonus
LTIP
External appointment
In the cases of hiring or appointing a new Executive Director from outside the Company, the Committee may make use of
any or all of the existing components of remuneration, as follows:
Component
Approach
Maximum value
Base salary
The base salaries of new appointees will be determined
by reference to the individual’s role and responsibilities,
experience and skills, relevant market data, internal relativities
and their current basic salary. Where new appointees have
initial basic salaries set below market, any shortfall may be
managed with phased increases over a period of one to two
years, subject to their development in the role.
Not applicable
Pension
New appointees will be eligible to participate in the Group’s
defined contribution pension plan or to receive a cash
allowance.
Benefits
New appointees will be eligible to receive benefits in line with
the policy.
Annual bonus
The annual bonus described in the policy table will apply to
new appointees with the relevant maximum being prorated to
reflect the proportion of employment over the year. Targets for
the individual element will be tailored to the Executive.
Up to 100% of salary p.a.
LTIP
New appointees will be eligible for awards under the LTIP
which will normally be on the same terms as other Executive
Directors, as described in the policy table.
Up to 200% of salary p.a.
In determining an appropriate remuneration package, the Remuneration Committee will take into consideration all
relevant factors (including quantum, nature of remuneration and the jurisdiction from which the candidate was recruited)
to ensure that arrangements are in the best interests of both Volex and its shareholders. In addition to the above elements
of remuneration, the Committee may consider it appropriate to grant an award under a different structure in order to
facilitate the recruitment of an individual, exercising the discretion available to replace incentive arrangements forfeited on
leaving a previous employer. Such ‘buyout awards’ would have a fair value no higher than that of the awards forfeited. In
doing so, the Committee will consider relevant factors, including any performance conditions attached to these awards, the
likelihood of those conditions being met and the proportion of the vesting period remaining.
111
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Financials
Governance
Strategic
Business overview
Internal promotion
In cases of appointing a new Executive Director by way of internal promotion, the Remuneration Committee will be
consistent with the policy for external appointees detailed above.
Non-Executive Directors
In the case of hiring or appointing a new Non-Executive Director, the Committee will follow the Policy as set out in the table
on page 119. A base fee in line with the prevailing fee schedule would be payable for Board membership, with additional fees
payable for additional services, such as chairing a Board Committee or acting as a Senior Independent Director.
Service contracts
The QCA Code and guidelines issued by institutional investors recommend that notice periods of no more than one year
be set for Executive Directors and that any payments to a departing Executive Director should be determined having full
regard to the duty of mitigation. It is the Company’s intention to meet these guidelines, and the Company policy is that
Executive Directors’ service contracts may be terminated by either party on not more than 12 months’ notice.
The Executive Directors are employed under contracts of employment with Volex plc. The principal terms of the Executive
Directors’ service contracts are as follows:
Notice period
Executive Director
Position
Effective date of contract
From Company
From Director
Lord Rothschild
Executive Chairman
1 December 2015
6 months
6 months
Jon Boaden
Chief Financial Officer
12 November 2020
3 months
3 months
Letters of appointment are provided to the Non-Executive Directors. Non-Executive Directors have letters of appointment
effective for a period of three years. Non-Executive Directors’ letters of appointment are available to view at the Company’s
registered office.
Directors’ letters of appointment and the unexpired period of their appointments (where appropriate, after extension by re-
election) are set out below:
Non-Executive Directors
Date of letter
Unexpired term as at
31 March 2024
Date of appointment
Notice period
Dean Moore1
18 April 2017
–
19 April 2020
3 months
Jeffrey Jackson
30 July 2019
29 months
19 August 2022
3 months
Sir Peter Westmacott
12 November 2020
7 months
12 November 2020
3 months
Amelia Murillo
26 January 2021
9 months
26 January 2021
3 months
John Wilson
19 October 2023
19 October 2023
3 months
1
Dean Moore resigned from the Board effective 19 October 2023.
Payment policy on exit and/or change of control
The Company’s policy is to limit any payment made to a departing Director to contractual arrangements and to honour any
pre-established commitments. As part of this process, the Committee will take into consideration the Executive Director’s
duty to mitigate their loss.
If employment is terminated by the Company, the departing Executive Director may have a legal entitlement (under statute
or otherwise) to certain payments, which would be met. In addition, the Committee retains discretion to settle any other
amounts reasonably due to the Executive Director, for example to meet the legal fees incurred by the Executive Director
in connection with the termination of employment, where the Company wishes to enter into a settlement agreement (as
provided for below) and the individual must seek independent legal advice.
In certain circumstances, the Committee may approve new contractual arrangements with departing Executive Directors
including (but not limited to) settlement, confidentiality, restrictive covenants and/or consultancy arrangements. These will
be used sparingly and only entered into where the Committee believes that it is in the best interests of the Company and its
shareholders to do so.
In addition to the contractual provisions regarding payment on termination set out above, the table on page 113
summarises how the awards under the annual and deferred bonus and LTIP are typically treated in different leaver
scenarios and a change of control. Although the Committee retains overall discretion on determining ‘good leaver’ status, it
typically defines a ‘good leaver’ in circumstances such as injury or disability, death, redundancy, retirement with the consent
of the Company or any other reason as the Committee decides. Final treatment is subject to the Committee’s discretion.
Remuneration Committee Report continued
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
112
Event
Timing of vesting/award
Calculation of vesting/payment
Annual bonus
‘Good leaver’
Paid at the same time as
continuing employees.
Eligible for an award to the extent that performance targets
are satisfied and the award is prorated for the proportion of
the financial year served.
‘Bad leaver’
No annual bonus payable.
Not applicable.
Change of control
Generally paid immediately
on the effective date of
change of control, with the
Committee’s discretion to
treat otherwise.
Eligible for an award to the extent that performance
targets are satisfied up to the change of control, subject
to Remuneration Committee discretion, and the award is
prorated for the proportion of the financial year served to the
effective date of change of control.
Deferred bonus
‘Good leaver’
Continue until the normal
vesting date or earlier, at the
discretion of the Committee.
In the event of the death of a
participant, the award would
vest immediately.
Outstanding awards vest in full.
‘Bad leaver’
Outstanding awards are
forfeited.
Not applicable.
Change of control
Vest immediately on the
effective date of change of
control.
Outstanding awards vest in full.
LTIP
‘Good leaver’
Continue until the normal
vesting date or earlier, at the
discretion of the Committee.
In the event of the death of a
participant, the award would
vest immediately.
Outstanding awards vest to the extent the performance
conditions are satisfied at the time of vesting and the awards
are prorated to reflect the length of the vesting period served,
unless the Board decides otherwise. In the event of the death
of a participant during the performance period, the award
would vest in full.
‘Bad leaver’
Outstanding awards are
forfeited.
Not applicable.
Change of control
Vest immediately on the
effective date of change of
control.
Outstanding awards vest subject to the satisfaction of
performance conditions as at the effective date of change of
control, subject to Remuneration Committee discretion, and
the award is prorated for the proportion of the vesting period
served to the effective date of change of control unless the
Board decides otherwise.
External appointments
With the approval of the Board in each case, and subject to the overriding requirements of the Group, Executive Directors
may act as Non-Executive Directors to other companies and retain any fees received.
113
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Financials
Governance
Strategic
Business overview
Annual Report on Remuneration
The following section provides details of how the Remuneration Policy was implemented during the year.
Remuneration Committee membership in FY2024
The Committee met four times during the year under review. Attendance by individual Committee
members at meetings is below.
Committee member
Member throughout FY2024
Number of meetings attended
Dean Moore1
No
1/1
Amelia Murillo
Yes
4/4
Jeffrey Jackson
Yes
4/4
1
Dean Moore resigned from the Board effective 19 October 2023 and attended the maximum number of meetings possible while a
director.
During the year, the Committee sought internal support from the Executive Chairman and Chief
Financial Officer, who attended Committee meetings by invitation from the Chair to advise on specific
questions raised by the Committee and on matters relating to the performance and remuneration
of senior managers. No individuals are involved in decisions relating to their own remuneration. The
Company Secretary attended each meeting as Secretary to the Committee.
Agenda during FY2024
The agenda during FY2024 included:
•
Approval of the FY2023 Remuneration
Committee Report;
•
Review of the five-year aggregated LTIP award
framework for our Executive Directors and
key senior managers which is aligned with
the achievement and outperformance of
the Company’s five-year plan announced in
June 2022;
•
Evaluation of share award proposals for senior
managers for FY2024;
•
Review of Executive Directors’ shareholdings;
•
Review and approval of the vesting in full for
the LTIP FY2021 vesting;
•
Annual employee and on-appointment LTIP
awards;
•
Severance packages;
•
Consideration of advisory bodies’ and
institutional investors’ current guidelines on
executive compensation;
•
Review and ratification of the Remuneration
Policy and remuneration packages for
Executive Directors and the fees payable
to our Non-Executive Directors for FY2024,
incorporating institutional investor feedback;
•
Review and approval of modifications to the
targets for the FY2024 annual bonus plan to
take into consideration the impact of the Murat
Ticaret acquisition;
•
Evaluation of the proposal for the annual bonus
plan for FY2025;
•
Review of the succession planning status for
the top 20 management positions; and
•
Review and approval of updated Terms of
Reference for the Remuneration Committee.
Advisers
In undertaking its responsibilities, the Committee
seeks independent external advice as necessary. To
this end, for the year under review, the Committee
continued to retain the services of Mercer as the
principal external advisers to the Committee. The
Committee evaluates the support provided by
its advisers annually and is comfortable that the
Mercer team provides independent remuneration
advice to the Committee and does not have any
connections that may impair independence.
Fees of £89,690 (FY2023: £95,923) were paid to
advisers in respect of work carried out for the year
under review.
Summary of shareholder voting at the
FY2023 AGM
It is the Remuneration Committee’s policy to
consult with major shareholders prior to any major
changes to its Executive Directors’ remuneration
structure. The table below shows the results of the
vote on the FY2023 Remuneration Report at the
AGM on 27 July 2023.
FY2023 Remuneration Report
Total number of
votes
% of
votes cast
For (including
discretionary)
102,705,873
95.72%
Against
4,597,213
4.28%
Total votes
cast (excluding
withheld
votes)1
107,303,086
Votes withheld
24,964
Total votes
cast (including
withheld votes)
107,328,050
1
A withheld vote is not a vote in law and is not counted in the
calculation of the proportion of votes cast for and against a
resolution.
Remuneration Committee Report continued
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
114
Single figure of Executive Director remuneration
The table below sets out a single figure for the total remuneration received by each Executive Director for the year ended 31
March 2024 and the prior year:
Name
Year
Salary
GBP
Benefits1
GBP
Pension2
GBP
Annual
bonus3
GBP
LTIP
GBP
Total
Variable
Pay
GBP
Total Fixed
Pay
GBP
Total
GBP
Lord Rothschild
2024
£390,000
£24,755
£39,000
£382,200
£1,315,764 £1,697,964
£453,755
£2,151,719
2023
£341,810
£2,973
£30,568
£341,810 £1,958,4004 £2,300,210
£375,351
£2,675,561
Jon Boaden
2024
£263,520
£3,162
£15,731
£258,250
£630,470
£888,720
£282,413
£1,171,133
2023
£244,157
£3,404
£16,996
£244,157
£202,5004
£446,657
£264,557
£711,214
1
Taxable value of benefits received in the year by Executives includes healthcare and life assurance.
2
Pension: Jon Boaden participates in a money purchase scheme and receives a contribution from the Company equivalent to 6% of salary. Since FY2021, Lord
Rothschild has received an annual pension contribution equivalent to 10% of salary.
3
Annual bonus: The FY2024 targets were met and 98% of maximum bonuses were awarded. For FY2024, no bonus deferral has been applied as both Executive
Directors have comfortably met their shareholding requirement. Lord Rothschild has been paid in shares.
4
The prior year’s LTIP values have been restated to reflect the gain on vesting of the FY2020 LTIP awards for Lord Rothschild and Jon Boaden which vested on 10
September 2022 and 1 December 2022 respectively. The award for Lord Rothschild was calculated using a 288p share price. The calculation for Jon Boaden uses a
270p share price.
Name
Year
Base fee
Committee fees
Additional Fee
Benefits
Total
Dean Moore1
2024
£32,084
£5,833
£5,8333
–
£43,750
2023
£55,000
£10,000
£10,0002
–
£75,000
Jeffrey Jackson
2024
£55,000
£10,000
–
–
£65,000
2023
£55,000
£10,000
–
–
£65,000
Sir Peter
Westmacott
2024
£55,000
£10,000
£4,5133
–
£69,513
2023
£55,000
£10,000
–
–
£65,000
Amelia Murillo
2024
£55,000
£10,000
–
–
£65,000
2023
£55,000
£10,000
–
–
£65,000
John Wilson4
2024
£24,820
£4,513
–
–
£29,333
2023
–
–
–
–
–
1
Dean Moore resigned from the Board effective the 19 October 2023.
2
As the Senior Independent Director, Dean Moore received this additional fee as per the fee table below.
3
With effect from 19 October 2023, Sir Peter Westmacott was appointed as the Senior Independent Director after the resignation of Dean Moore and receives this
additional fee as per the fee table below.
4
With effect from 19 October 2023, John Wilson was appointed to the Board.
The Non-Executive Directors are not eligible for bonuses or retirement benefits and cannot participate in any share plan
operated by the Company. The base fees during the year and for FY2025 are:
Fee1
FY2025
FY2024
Non-Executive Director base fee
£55,000
£55,000
Senior Independent Director fee
£10,000
£10,000
Chair of Committee additional fee
£10,000
£10,000
1
Remuneration comprises an annual fee for acting as a Non-Executive Director of the Company. Additional fees are paid to Non-Executive Directors in respect of
their service as Chair of a Board Committee.
115
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Financials
Governance
Strategic
Business overview
Incentive outcomes for the year ended 31 March 2024
Annual bonus in respect of FY2024 performance
For FY2024, the maximum bonus potential for the Executive Directors was set at 100% of basic annual salary with 70%
based on achieving an operating profit target, 10% linked to a working capital target and 20% based on achieving personal
objectives. Both the operating profit and working capital targets were defined to ensure the delivery of an operating
margin of between 9 and 10% in line with the Group’s five-year strategy. The Company delivered an improved operating
margin of 9.8%, achieving the level required for a 100% achievement and also reduced its working capital as a percentage of
sales by 160 basis points compared to the target.
As a result of performance against the criteria, the Committee determined that bonuses of 98% for Lord Rothschild and 98%
for Jon Boaden had been earned. Both Executive Directors are currently meeting the minimum shareholding requirement.
The Committee has authorised that the bonus for Jon Boaden should be paid fully in cash for FY2024 and that the bonus for
Lord Rothschild should be paid fully in immediately vested shares with no deferral period applied.
LTIPs
The following LTIP awards vested on 18 December 2023.
Name
Date of grant
Number of
shares granted
Performance
conditions
Performance
outcome
Multiplier
performance
condition
Performance
outcome
Number of
shares vesting
Share price on
vesting
Value of awards
on vesting date
Lord
Rothschild
18 December 2023
240,000
50% cumulative
operating profit
50% relative TSR
100%
Absolute
TSR 167.4%
401,760
327.5p
£1,315,764
Jon Boaden 18 December 2023
115,000
50% cumulative
operating profit
50% relative TSR
192,510
£630,470
These awards were granted in FY2021 and were subject to performance conditions measured over three financial years.
Vesting of 50% of the award was subject to targets based on relative TSR performance and 50% based on cumulative
operating profit. Performance of the Company exceeded the stretch targets for these metrics, with the Company ranked
above the upper quartile in terms of relative TSR against its peers and cumulative operating profit of $166.4m compared
to a stretch target of $160m. The awards were also subject to a potential multiplier based on absolute TSR performance
whereby 100% growth in TSR over the three-year performance period would result in the awards being doubled, with the
Company achieving a TSR of 83.7% over the three years. The Committee, having assessed the performance conditions,
determined that a multiplier of 167.4% should be applied based on the TSR performance over the performance period.
The resulting vested awards are subject to a two-year holding period.
Scheme interests awarded in FY2024
No awards were granted during the year under the LTIP
for the Executive Directors as a result of the five-year
performance share awards made in FY2023.
Non-Executive Director fees
There was no increase in the Non-Executive Director fees
during FY2024. This continues to be reviewed by the Board
on an annual basis. The most recent increase to the Non-
Executive Director fees occurred in FY2021.
Payments for loss of office
No Executive Director or PDMR lost their office during
FY2024.
Payments to past Directors
No payments were made to past Directors during the year.
Remuneration Committee Report continued
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
116
Eight-year TSR performance review and CEO single figure
The following graph charts the TSR of the Company and the FTSE All-Share, FTSE All-Share Electronic and Electrical
Equipment and FTSE AIM All-Share indices over the eight-year period from March 2016 to March 2024. In the opinion of the
Directors, these indices are the most appropriate against which the total shareholder return of Volex should be measured.
0
400
600
1000
1200
1400
1600
Volex
FTSE All-Share
FTSE All-Share Electronic & Electrical Equipment
FTSE AIM All-Share Index
Jan-16
Apr-17
Jul-17
Oct-17
Jan-18
Apr-18
Jul-18
Oct-18
Jan-19
Apr-19
Jul-19
Oct-19
Jan-20
Apr-20
Jul-20
Oct-20
Jan-21
Apr-21
Jul-21
Oct-21
Jan-22
Jan-23
Apr-22
Jul-22
Oct-22
Total shareholder return (re-based to 100)
Jan-17
Jan-24
Apr-23
Jul-23
Oct-23
Apr-17
Jul-17
Oct-17
Jul-16
Oct-16
800
Note: TSR is calculated on a common currency basis.
The table below details the single figure remuneration for the Executive Chairman over the same period.
2017
2018
2019
2020
2021
2022
2023
2024
Executive Chairman
single figure of
remuneration (£’000)
392
534
620
1,657
1,597
1,388
2,6761
2,152
Annual bonus payout
(% of maximum)
50%
74%
97%
98%
98%
56%
100%
98%
PSP/LTIP vesting (%
of maximum)
0%
0%
88%
100%
100%
100%
100%
100%
1
The total annual remuneration figure FY2023 for our Executive Chairman has been restated in line with our single figure remuneration disclosures on page 115.
117
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Financials
Governance
Strategic
Business overview
Implementation of Executive Director Remuneration
Policy for FY2025
Base salary
Market positioning of base salary is approached on an individual basis, taking account of advice received
from the Committee’s independent advisers on the rates of salary for similar roles in selected groups of
comparable companies and the individual performance and experience of each Executive. Each role has
been independently evaluated and this job evaluation reference provides the Committee with a more
precise reference for assessing the competitiveness of Executive compensation, with consideration being
given to base, total cash-based compensation and total direct compensation. The aim is for overall levels
of remuneration to be at or around market median through base salary and bonus that is set around the
lower quartile, but with long-term incentives set above median.
The Committee reviewed salaries during the year and agreed that salaries for Lord Rothschild and for Jon
Boaden should be increased in line with the UK workforce average of 6%. As a result of these changes the
current salaries remain at or below the lower quartile for similarly-sized engineering businesses.
Base salary in
place prior to
review
Base salary
effective from
1 April 2024
Percentage
increase from
1 April 2024
Lord Rothschild
£390,000
£413,400
6%
Jon Boaden
£263,520
£279,331
6%
Pension
The Chief Financial Officer receives a pension contribution of 6% of salary through a salary sacrifice
arrangement and, in addition, the National Insurance savings for both the employee and the employer
are reinvested into the employee’s monthly contribution. This is a standard arrangement for our UK-
based employees. The Executive Chairman receives a pension contribution of 10% of salary.
Annual bonus
The annual bonus for FY2025 will operate on the criteria set out in the Policy. The Committee has
approved a maximum annual bonus opportunity of 100% of salary for the Executive Directors. Proposed
target levels have been set to be challenging relative to the FY2025 business plan and will, as for FY2024,
be weighted towards financial measures and will retain an element for the achievement of personal
objectives. The Committee has decided not to publish performance targets prospectively due to the
information being considered commercially sensitive. As in FY2024, subject to the Directors continuing to
meet the share ownership guidelines, it is intended that these will be paid in cash or fully vested shares
without deferral.
LTIP
In FY2023, the Committee determined that awards in FY2023, FY2024 and FY2025 should be combined
into a single award that would align the Executive Directors and a small number of senior leaders to the
achievement and out-performance of the Company’s five-year plan, announced in June 2022. Under this
award framework, awards would vest over two successive years, commencing on the fifth anniversary
of the award date, to ensure that participants remain exposed to share price movements following the
vesting of awards and to support the retention of our most senior talent beyond FY2027. For our Executive
Directors and other participating individuals, the performance conditions are linked solely to our EBIT
performance over three measurement periods. The first measurement period runs to the financial year
ending March 2025, the second measurement period runs to the financial year ending March 2026 and
the third and final measurement period runs to the financial year ending March 2027, with the first
vesting date being 6 December 2027 and the second vesting date being 6 December 2028.
Specific targets for future operating profit are deemed to be commercially sensitive and will not be
published until such time that the Committee is confident there will be no adverse impact on the
Company of such disclosure.
Remuneration Committee Report continued
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
118
Non-Executive Director fees
The Board determined that there would be no change to Non-Executive Director fees for FY2025 after previously increasing
them at the start of FY2022.
FY2024
fees
FY2025
fees
Base fees
Chairman
–
–
Non-Executive Director
£55,000
£55,000
Additional fees
Audit Committee Chair
£10,000
£10,000
Remuneration Committee Chair
£10,000
£10,000
Nominations Committee Chair
£10,000
£10,000
Safety, Environmental and Sustainability Committee Chair
£10,000
£10,000
Senior Independent Director
£10,000
£10,000
Directors’ interests
The table below shows the Directors’ interests in shares and the extent to which Volex’s shareholding guidelines are
achieved.
Number
of shares
held as at 31
March 2024
(or date of
resignation)
Current
shareholding
(% salary/fees)
Shareholding1
guideline
(as % of salary)
Guideline met
Lord Rothschild2
46,539,426
34,368%
100%
Yes
Jon Boaden3
34,061
37%
100%
Yes
Dean Moore4
18,636
n/a
n/a
n/a
Jeffrey Jackson
12,500
n/a
n/a
n/a
Sir Peter Westmacott
7,734
n/a
n/a
n/a
Amelia Murillo
55,776
n/a
n/a
n/a
John Wilson5
–
n/a
n/a
n/a
1
The shareholding guidelines were approved by the Remuneration Committee in March 2014. The guidelines require the Executive Chairman and the Chief
Financial Officer to acquire over time (to the extent they have not already done so) and maintain an ownership level of holdings of shares in Volex plc equal to
gross basic salary. There is no time limit defined for achieving the target level. Senior Executives, as defined by the Remuneration Committee, must (unless a
waiver is obtained from the Committee) retain a minimum of 50% of net shares (after statutory deductions) acquired under the relevant Employee Equity Plans
until the relevant ownership level is met.
2
Lord Rothschild’s shareholding is held directly and through NR Holdings Limited.
3
Jon Boaden meets the guideline requirements based on the net of tax value of the vested but unexercised share options disclosed in the table below.
4
Dean Moore resigned from the Board effective 19 October 2023.
5
John Wilson was appointed to the Board effective 19 October 2023.
119
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Financials
Governance
Strategic
Business overview
The table below shows the Executive and Non-Executive Directors’ interests in shares, which includes all shares owned
beneficially together with those interests in shares which have vested and are no longer subject to deferral or performance
conditions and may be included as an interest in shares under Volex’s shareholding guidelines, plus those shares and
options over which future performance conditions remain.
Subject to performance
Shares held
Vested but
unexercised
LTIP
Deferred
bonus
Total
Lord Rothschild
46,539,426
–
1,092,500
–
47,631,926
Jon Boaden
34,061
417,5101
557,500
–
1,009,071
Jeffrey Jackson
12,500
–
–
–
Sir Peter Westmacott
7,734
–
–
–
–
Amelia Murillo
55,776
–
–
–
–
John Wilson
–
–
–
–
–
1
The vested but unexercised column includes 192,510 shares for Jon Boaden that vested in December 2023 as a result of the FY2021 which included a multiplier
mechanism linked to Absolute TSR. The methodology that determined these awards is set out above on page 116 of this Remuneration Report.
Directors’ interests in shares and options under Volex PSP and LTIP
Details of the Directors’ interests in long-term incentive schemes are set out below. Details, including an explanation of the
movements during FY2024, are set out on page 116 of this Remuneration Report.
Directors’ interest in shares and options under the Volex Long Term Incentive Plan (LTIP).
Number
of shares
subject to
options held
at 2 April 2023
Number of
shares subject
to LTIP options
granted
during FY2024
Number of
shares subject
to LTIP options
exercised
during FY2024
Number of
shares from
multiplier
FY2024
Number
of shares
subject to
option held
at 31 March
2024
Exercise price
of shares
subject to
LTIP options
(£)
Lord Rothschild
1,672,500
–
(1,081,760)
501,760
1,092,500
–
Jon Boaden
897,500
–
–
77,510
975,010
0–0.25
The Remuneration Committee Report was approved by the Board of Directors on 26 June 2024 and signed on its behalf by:
Amelia Murillo
Chair of the Remuneration Committee
Remuneration Committee Report continued
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
120
Directors’ Report
The Directors of the Company present their Annual Report
and audited consolidated financial statements for the year
ended 31 March 2024 in accordance with section 415 of the
Companies Act 2006.
As permitted by Paragraph 1A of Schedule 7 to the
Large and Medium-sized Companies and Groups
(Accounts and Reports) Regulations 2008 certain
matters which are required to be disclosed in the
Report of the Directors have been omitted as they
are included in the Strategic Report on pages 18
to 81. These matters relate to a full review of the
performance of the Group for the year, current
trading and future outlook. The statement by the
Directors in performance of their statutory duties
in accordance with section 172(1) Companies Act
2006 is provided on pages 80 to 81.
Results and dividend
Results for the year ended 31 March 2024 are set
out in the Consolidated Income Statement on
page 134.
The Board is recommending payment of a final
dividend of 2.8 pence per share for the 52 weeks
ended 31 March 2024 (FY2023: 2.6 pence). Together
with the interim dividend of 1.4 pence per share
paid on 10 January 2024 (FY2023: 1.3 pence), this
makes a total for the year of 4.2 pence (FY2023:
3.9 pence).
Important events since the end
of the financial year
In June 2024 the Group completed a refinancing
of its banking facilities, with an eight-bank club.
An enlarged $600 million facility replaced the
Group’s existing $300 million multicurrency
revolving credit facility. The new facility has an
initial four-year term, with an extension option for
one additional year. It comprises a $400 million
revolving credit facility and an additional $200
million uncommitted accordion. The new facility
is unsecured, with improved interest margins
and an improved net debt to underlying EBITDA
covenant.
Directors
The Directors who were in office during the year
and up to the date the financial statements were
signed are as follows:
Executive Directors
Lord Rothschild
Jon Boaden
Non-Executive Directors
Sir Peter Westmacott
Amelia Murillo
Jeffrey Jackson
John Wilson
Dean Moore was also a Director of the Company
during the financial year, until his resignation with
effect from 19 October 2023.
Biographical details of the Directors currently
serving on the Board and their dates of
appointment are set out on pages 84 to 85.
Powers of Directors
The Directors may exercise all the powers of
the Company, subject to any restrictions in the
Company’s Articles of Association, any relevant
legislation and any directions given by the
Company, by passing a special resolution at a
general meeting.
In particular, the Directors may exercise all the
powers of the Company to borrow money, subject
to the limitation that the aggregate amount of
all money borrowed by the Group and owing to
persons outside the Group shall not, without the
sanction of an ordinary resolution of the Company,
exceed an amount equal to three times the
aggregate of the Group’s capital and reserves,
calculated in the manner prescribed by the
Company’s Articles of Association.
Appointment and replacement
of Directors
The Company’s approach to the appointment and
replacement of Directors is governed by its Articles
of Association (together with relevant legislation).
The number of Directors should be no fewer than
three and no more than 15. Directors may be
appointed by the Company by ordinary resolution
or by the Board of Directors.
At each Annual General Meeting, all Directors
who (i) were appointed by the Board since the
last Annual General Meeting, (ii) held office at
the time of the two preceding Annual General
Meetings and who did not retire at either of them,
or (iii) have held office (other than employment or
executive office) for a continuous period of nine
years or more, shall automatically retire.
At the meeting at which the Director retires,
the members may pass an ordinary resolution
to fill the office being vacated by electing the
retiring Director or some other person eligible for
appointment to that office. In default, the retiring
Director shall be deemed to have been elected
or re-elected (as the case may be) unless (i) it is
expressly resolved at the meeting not to fill the
vacated office or the resolution of such election
or re-election is put to the meeting and lost, or
(ii) such Director has given notice that he or she
is unwilling to be elected or re-elected, or (iii) the
procedural requirements set out in the Company’s
Articles of Association are contravened.
121
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Financials
Governance
Strategic
Business overview
The Company may, by ordinary resolution, remove
any Director before the expiration of his or her
term of office.
As set out in the Company’s Articles of Association,
there are also circumstances where a Director
will immediately cease to hold office. These
circumstances include where he or she is
prohibited by law from being or acting as a Director
or where he or she has been made bankrupt.
Directors’ indemnities and
insurance
In accordance with the Companies Act 2006
and the Company’s Articles of Association,
the Company has purchased Directors’ and
Officers’ Liability Insurance. This qualifying third
party indemnity, in line with section 234 of the
Companies Act, was in force throughout the last
financial year and is currently in force at the date
of this report. The Company reviews its insurance
policies on an annual basis in order to satisfy itself
that its level of cover remains adequate.
Directors’ share interests
The number of ordinary shares of the Company
in which the Directors are beneficially interested
at 31 March 2024 is set out in the Remuneration
Committee Report on page 119.
Articles of Association
Any amendments to the Articles of Association of
the Company may be made by special resolution
of the shareholders.
Share capital
Details of the Company’s share capital are set
out in note 23 to the financial statements. The
Company’s share capital consists of one class of
ordinary shares which do not carry rights to fixed
income. As at 31 March 2024, there were 181,617,533
ordinary shares of 25p each in issue.
A new authority to allot shares will be sought at
the forthcoming Annual General Meeting.
Voting rights
Ordinary shareholders are entitled to receive
notice of, and in normal circumstances to
attend and speak at, general meetings. Each
shareholder present in person or by proxy (or by
duly authorised corporate representative) shall,
on a show of hands, have one vote. On a poll, each
shareholder present in person or by proxy shall
have one vote for each share held.
Restrictions on transfer of shares
Other than the general provisions of the Articles of
Association (and prevailing legislation) there are no
specific restrictions on the size of a holding or on
the transfer of the ordinary shares.
The Directors are not aware of any agreements
between the Company’s shareholders that may
result in the restriction of the transfer of securities
or on voting rights. No shareholder holds securities
carrying any special rights or control over the
Company’s share capital.
Significant shareholders
The Company has been advised of the following notifiable direct and indirect interests in 3% or more of its
issued share capital as at 31 May 2024.
Shareholder
Number of ordinary shares
of 25p each
Percentage of total
voting rights
NR Holdings Limited1
46,539,426
25.62
Investec Wealth & Investment
10,870,697
5.99
Hargreaves Lansdown, stockbrokers (EO)
9,351,580
5.15
Interactive Investor (EO)
6,547,084
3.60
abrdn
6,142,285
3.38
Herald Investment Management
5,820,760
3.20
1
The Executive Chairman, Lord Rothschild, is a beneficiary of NR Holdings Limited. The number of shares noted here also includes those he
holds directly.
Directors’ Report continued
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
122
Authority to purchase
own shares
The Company was authorised by shareholder
resolution at the 2023 Annual General Meeting
to purchase up to 10% of its issued share capital.
No shares were purchased pursuant to this
authority during the year. A resolution to renew
this authority will be proposed at the forthcoming
Annual General Meeting. Under this authority, any
shares purchased will either be cancelled, resulting
in a reduction of the Company’s issued share
capital, or held in treasury.
Employee share schemes
The Company does not have any employee share
schemes with shares which have rights with
regard to the control of the Company that are not
exercisable directly by the employees.
Significant agreements/change
of control
The Company is a party to a revolving credit facility
in which the counterparties can determine whether
or not to cancel the agreement where there has
been a change of control of the Company.
Details of the Directors’ service contracts can be
found in the Remuneration Committee Report on
pages 112 to 113.
Future developments
The development of the business is detailed in the
Strategic Report on pages 18 to 81.
Research and development
The Company’s research and development
activities are focused on driving innovation
throughout the product portfolio, to enable it
to deliver new or enhanced customer-specific
connection solutions. We have continued to recruit
design and development expertise and pursue the
development of patents where relevant.
Employees
The Company’s disclosures on employee policies
and involvement can be found in the Sustainability
Report on pages 71 to 75.
The Company engages with its employees as a
key stakeholder and employee involvement is
encouraged by the Board, as common goals and
awareness of the Company’s strategy play a major
role in delivering its strategic objectives.
The Company is an equal opportunity employer
and provides training, performance evaluation
and opportunities for advancement and career
development. The Company recognises its
responsibility to employ disabled persons in
suitable employment and gives full and fair
consideration to such persons, including any
employee who becomes disabled, having regard
to their particular aptitudes and abilities. Where
practicable, disabled employees are treated
equally with all other employees in respect of their
eligibility for training, career development and
promotion. Further details on how the Company
communicates with its employees as a key
stakeholder group and has regard to their interests
can be found in the Section 172 statement on
pages 80 to 81.
Relationships with suppliers,
customers and other business
partners
Information on the Company’s management of
its business relationships can be found in the
Strategic Report on pages 78 to 79.
Corporate governance
The Company follows and complies with, subject
to some exceptions, the provisions of the Quoted
Companies Alliance’s Corporate Governance Code.
The Company’s corporate governance practice is
outlined in the Corporate Governance Report on
pages 88 to 95.
Political and charitable
donations
The Group regularly contributes to local
communities through fundraising and charity
events. The Company did not make any political
donations during the year.
Energy use and emissions
The disclosures on energy use and greenhouse
gas emissions are made within the Sustainability
Report on pages 71 to 72.
Financial risk management
The Company’s objectives and policies on financial
risk management, including information on the
exposure of the Company to strategic, operational,
financial and compliance risks and in relation to
the use of financial instruments, are set out in note
31 to the financial statements and in the Group
Risk Management section on pages 49 to 55.
Overseas branches
During the year, a branch of the Company was
established in Italy. Other than this, no new or
additional overseas branches were established.
123
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Financials
Governance
Strategic
Business overview
Going concern statement
The Group’s financial statements have been
prepared on the going concern basis, which
contemplates the continuity of normal business
activity with the realisation of assets and the
settlement of liabilities in the normal course of
business. When assessing the going concern
status of the Group, the Directors have considered
in particular its financial position, including its
significant balance of cash and cash equivalents
and the borrowing facility in place, including its
terms, remaining duration and covenants.
The Directors have prepared a cash flow forecast
for the period to end of September 2025, which
is based on the FY2025 Board-approved budget.
The Directors have performed sensitivity analysis
on the cash flow forecast using a base case and
downside scenario that take into account the
principal risks and uncertainties set out on pages
49 to 55 of the Annual Report. The Directors have
considered the potential impact of climate-related
physical and transition risks as part of the going
concern assessment and do not believe there
to be a significant impact in the going concern
period. The severe but plausible downside scenario
models a 15% reduction in year-on-year revenue,
equivalent to the worst result in the last 20 years,
and still provides significant covenant and liquidity
headroom. Subsequent to the year end, the Group
has taken advantage of favourable conditions to
increase and extend its credit facilities, thereby
further enhancing covenant compliance and
liquidity headroom.
Based on their assessment and these sensitivity
scenarios, the Directors are satisfied that there
are no material uncertainties regarding the
Group’s going concern status and that there is
a reasonable expectation that the Group has
adequate resources to continue in operational
existence for at least twelve months from the
date of approval of the financial statements. The
Directors, therefore, consider it appropriate to
adopt the going concern basis of accounting in
preparing the financial statements.
Auditors and disclosure of
information to auditors
Each of the persons who is a Director at the date of
approval of this Annual Report confirms that:
•
So far as the Director is aware, there is no
relevant audit information of which the
Company’s auditors are unaware; and
•
The Director has taken all the steps that he
or she ought to have taken as a Director in
order to make himself or herself aware of any
relevant audit information and to establish
that the Company’s auditors are aware of that
information.
The above confirmation is given and should be
interpreted in accordance with the provisions of
Section 418 of the Companies Act 2006.
PricewaterhouseCoopers LLP have expressed
their willingness to continue in office as auditors
and a resolution seeking to reappoint them will
be proposed at the forthcoming Annual General
Meeting.
Annual General Meeting
The Company’s Annual General Meeting will be
held on 1 August 2024. Details of the arrangements
and the resolutions to be proposed are set out in a
separate Notice of Annual General Meeting.
This report was approved by the Board of Directors
of Volex plc and signed on its behalf by:
Jon Boaden
Chief Financial Officer
26 June 2024
Directors’ Report continued
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
124
Statement of Directors’ Responsibilities
in respect of the financial statements
The Directors are responsible for preparing the Annual
Report and the financial statements in accordance with
applicable law and regulation.
Company law requires the Directors to prepare
financial statements for each financial year. Under
that law the Directors have prepared the Group
financial statements in accordance with UK-
adopted international accounting standards and
the Company financial statements in accordance
with United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting
Standards, comprising FRS 101 “Reduced
Disclosure Framework”, and applicable law).
Under company law, 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 Company and of the profit
or loss of the Group for that period. In preparing
the financial statements, the Directors are
required to:
•
Select suitable accounting policies and then
apply them consistently;
•
State whether applicable UK-adopted
international accounting standards have been
followed for the Group financial statements
and United Kingdom Accounting Standards
comprising FRS 101 have been followed for the
company financial statements, subject to any
material departures disclosed and explained in
the financial statements;
•
Make judgements and accounting estimates
that are reasonable and prudent; and
•
Prepare the financial statements on the going
concern basis, unless it is inappropriate to
presume that the Group and Company will
continue in business.
The Directors are also responsible for safeguarding
the assets of the Group and Company and hence
for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the Group’s and Company’s transactions
and disclose with reasonable accuracy at any time
the financial position of the Group and Company
and enable them to ensure that the financial
statements comply with the Companies Act 2006.
The Directors are responsible for the maintenance
and integrity of the Company’s website. Legislation
in the United Kingdom governing the preparation
and dissemination of financial statements may
differ from legislation in other jurisdictions.
On behalf of the Board
Rothschild
Executive Chairman
Jon Boaden
Chief Financial Officer
26 June 2024
125
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Financials
Governance
Strategic
Business overview
Independent Auditors’ Report to the Members of
Volex Plc
Report on the audit of the
financial statements
Opinion
In our opinion:
•
Volex plc’s Group financial statements and
Company financial statements (the ‘financial
statements’) give a true and fair view of the
state of the Group’s and of the Company’s
affairs as at 31 March 2024 and of the Group’s
profit and the Group’s cash flows for the 52
week period then ended;
•
The Group financial statements have been
properly prepared in accordance with UK-
adopted international accounting standards
as applied in accordance with the provisions of
the Companies Act 2006;
•
The Company financial statements have been
properly prepared in accordance with United
Kingdom Generally Accepted Accounting
Practice (United Kingdom Accounting
Standards, including FRS 101 ‘Reduced
Disclosure Framework’, and applicable
law); and
•
The financial statements have been prepared
in accordance with the requirements of the
Companies Act 2006.
We have audited the financial statements,
included within the Annual Report and
Accounts (the ‘Annual Report’), which comprise:
the Consolidated and Company Statements
of Financial Position as at 31 March 2024 ;
the Consolidated Income Statement and
Consolidated Statement of Comprehensive
Income, the Consolidated and Company
Statements of Changes in Equity, and the
Consolidated Statement of Cash Flows for the
period then ended; and the notes to the financial
statements, which include a description of the
significant accounting policies.
Basis for opinion
We conducted our audit in accordance with
International Standards on Auditing (UK) (‘ISAs
(UK)’) and applicable law. Our responsibilities
under ISAs (UK) are further described in the
Auditors’ 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 remained independent of the Group in
accordance with the ethical requirements that are
relevant to our audit of the financial statements
in the UK, which includes the FRC’s Ethical
Standard, as applicable to other listed entities of
public interest, and we have fulfilled our other
ethical responsibilities in accordance with these
requirements.
Our audit approach
Overview
Audit scope
•
We conducted a full scope audit of 9
components which were selected due to their
size and risk characteristics.
•
We conducted an audit of financial statements
line items (FSLIs) on 4 components and
specified audit procedures were performed on
certain FSLIs at a further 1 component.
•
This enabled us to obtain 75% coverage of
revenue, 74% of profit before tax, adjusting
items and share based payments and 72%
of net assets of the Group. Desktop review
procedures were performed on the remaining
components.
•
To ensure sufficient oversight of our
component audit teams, the Group team
performed a number of procedures
throughout the audit which included directing
the audit approach and procedures, site visits,
conducting file reviews and meetings with
local management and the component teams
both remotely and in-person.
Key audit matters
•
Accounting for business combinations (Group).
•
Accounting for uncertain tax provisions
(Group).
•
Carrying value of investments in subsidiaries
(Company).
Materiality
•
Overall Group materiality: $3,483,000 (2023:
$2,900,000) based on 4.5% of profit before tax,
adjusting items and share based payments.
•
Overall Company materiality: £2,500,000
(2023: £2,339,000) based on 1% of total assets
capped at allocated component materiality.
•
Performance materiality: $2,612,000 (2023:
$2,175,000) (Group) and £1,875,000 (2023:
£1,754,000) (Company).
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
126
The scope of our audit
As part of designing our audit, we determined
materiality and assessed the risks of material
misstatement in the financial statements.
Key audit matters
Key audit matters are those matters that, in
the auditors’ professional judgement, were of
most significance in the 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)
identified by the auditors, 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, and any comments we
make on the results of our procedures thereon,
were addressed in the context of our audit of the
financial statements as a whole, and in forming
our opinion thereon, and we do not provide a
separate opinion on these matters.
This is not a complete list of all risks identified
by our audit. The key audit matters below are
consistent with last year.
Key audit matter
How our audit addressed the key audit matter
Accounting for business combinations (Group)
As disclosed in note 2 and note 35 to the
financial statements, during the year the Group
acquired 100% of the issued share capital of
Murat Ticaret Kablo A.Ş. (‘Murat Ticaret’). The
transaction is considered to be a business
combination under IFRS 3.
The acquisition resulted in $101.9m increase
in intangible assets comprising customer
relationships and order backlog.
Management utilised their inhouse specialism
to determine the fair value of the assets and
liabilities acquired.
The valuation of intangible assets recognised
particularly customer relationships required
significant management judgements.
Given the complexity around the judgements
and estimates associated with valuation
of intangible assets, there is a risk that the
valuation may be incorrect and as such this is a
key audit matter.
We focused on this area due to the complexity around judgements
and estimates made in valuing these assets. We undertook the
following procedures:
• We have obtained and read management’s fair value assessment
paper.
• We obtained management’s fair value calculations and discounted
cash flows and evaluated the key judgements and estimates made
by management in determining the fair value of the identified
intangible assets and the associated useful life.
• We utilised our valuation specialists to evaluate the methodology
as well as key assumptions such as the discount rate and terminal
growth rates used in the discounted cash flow models.
• We benchmarked these to external data and challenged the
assumptions based on our knowledge of the Group and the
industries within which the businesses operate.
Based on our procedures, we found no material exceptions and
overall considered management’s key assumptions to be within an
acceptable range.
Although not part of the significant risk;
• We obtained and reviewed the sale and purchase agreement.
• We obtained management’s fair value calculations of the
consideration, including consideration for any contingent
consideration and deferred consideration elements, and assessed
the appropriateness of the calculations.
• For the assets and liabilities acquired, we tested a selection to
support documentation and recalculated estimates to gain comfort
over the fair value at acquisition. There were no material differences.
• We also reviewed the related disclosures in the notes to the
financial statements for compliance with accounting standards and
consistency with the results of our work, with no matters arising.
127
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Financials
Governance
Strategic
Business overview
Independent Auditors’ Report to the Members of
Volex Plc continued
Key audit matter
How our audit addressed the key audit matter
Accounting for uncertain tax positions (Group)
As disclosed in notes 2, 10 and 21 to the financial
statements, the Group operates in a number of
jurisdictions and has recognised provisions for
potential tax exposures, such as transfer pricing
arrangements and changing tax legislation
in various individual jurisdictions within the
financial statements. As at 31 March 2024, the
provision for uncertain tax positions was $11.9m
(2023: $10.4m).The valuation and completeness
of tax positions in the financial statements
requires management judgement.
Given the complexity around the judgement
and estimates made in arriving at the provision,
there is a risk that the accounting treatment
may be incorrect and as such this is a key audit
matter.
We obtained management’s uncertain tax provisions calculations and
evaluated the key judgements and estimates made by management.
• We used our tax specialists to evaluate the key assumptions made
by management.
• We reviewed management’s future cash flow forecasts used to
support the recognition of any tax benefits.
• We engaged with our overseas component teams in assessing the
completeness of uncertain tax positions.
• We also reviewed the related disclosures in the notes to the
financial statements for compliance with accounting standards and
consistency with the results of our work.
Based on our procedures, we found no material exceptions and
overall considered management’s key assumptions supporting the
uncertain tax position estimates and judgments to be reasonable.
Carrying value of investments in subsidiaries
(Company)
Refer to note 2 and note 5 of the Company
financial statements. The Company holds
investments amounting to £310.6m (2023:
£191.8m) at 31 March 2024. The investments
consist of £238.3m (2023: £140.3m) of
investments in shares and £72.3m (2023:
£51.5m) of loans.
Investments in subsidiaries are all stated at cost
less provision for impairment while loans are
carried at amortised cost.
As required by IAS 36, management has
assessed if there is any indication that the
investments balance may be impaired at the
reporting date. If any such indication exists, the
entity shall estimate the recoverable amount
of the asset. The assessment of potential
impairment indicators involves management
judgement. No impairment indicators were
identified by management at the reporting
date and no impairment charge on investments
has been recorded in the period ended
31 March 2024.
We obtained management’s impairment assessment of the
investment at the period end.
We challenged management on the completeness of their
assessment by comparing the items assessed with those required to
be considered per the requirements of IAS 36 and our knowledge of
the business.
We compared the carrying value of the investments to the net assets
of the underlying subsidiaries to evaluate whether the carrying values
are recoverable through the underlying assets.
We corroborated management’s assessment to the results of the
goodwill impairment review at a Group level. No inconsistencies
were noted.
We assessed the model used by management to calculate the
impairment risk of intercompany receivables in line with IFRS 9
Financial Instruments principles.
Based on the procedures performed, we noted no material issues
arising from our work.
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
128
How we tailored the audit scope
We tailored the scope of our audit to ensure that
we performed enough work to be able to give an
opinion on the financial statements as a whole,
taking into account the structure of the Group
and the company, the accounting processes and
controls, and the industry in which they operate.
In establishing the overall approach to the Group
audit, we determined the type of work that
needed to be performed by us, as the Group
audit team, or through involvement of our
component auditors. The Group operates across
multiple countries in Asia, Europe and America.
Our approach gives us sufficient coverage on all
segments.
Where work was performed by component
auditors, we determined the level of involvement
we needed to have in the audit work for each
reporting unit to be able to conclude whether
sufficient appropriate audit evidence had been
obtained as a basis for our opinion on the Group
financial statements as a whole. We were able
to perform site visits to Murat Ticaret and DE-
KA (Turkey), Volex Inc (Mexico), Volex (Asia) Pte
(Singapore), PT Volex Indonesia and Suzhou
(China). For all the other components, we
conducted our oversight of the component teams
through video conferencing and remote working
paper reviews and other forms of communication
as considered necessary to satisfy ourselves as to
the appropriateness of audit work performed by
our component teams.
The Group audit team performed the work over
Servatron and the head office branch of the
Company, with our component auditors in Poland
performing the work in respect of the significant
branches of the Company for which the books
and records are located in that territory. The
Group audit team performed the audit of the
consolidation.
We identified 9 components which, in our view,
required an audit of their complete financial
information, either due to their size or risk
characteristics. This included the operating
subsidiaries in Turkey, Republic of Ireland,
Indonesia, Mexico, and Poland. An audit of
certain financial statements line items (FSLIs)
was performed at a further 4 components while
specified audit procedures were performed
on certain financial statement line items at 1
component. The above gave us coverage of 75% of
revenue, 74% of profit before tax, adjusting items
and share based payments, and 72% of net assets
of the Group. Desktop review procedures were
performed on all other components. As a whole,
these procedures gave us the evidence we needed
for our opinion on the Group financial statements.
The impact of climate risk on our audit
In planning our audit, we considered the potential
impacts of climate change on the Group’s business
and financial statements. We;
•
made enquiries of management to understand
the extent of the potential impact of climate
risk on the Group’s and Company’s financial
statements.
•
reviewed management’s risk assessment and
governance processes in place to address
climate risk impacts.
•
evaluated management’s assessment of
the impact of climate risk on the financial
statements, including the potential impact on
the underlying assumptions and estimates.
•
obtained an understanding of the carbon
reduction commitments made by the Group
and the potential implications of these for the
financial statements.
•
remained alert when performing our audit
procedures for any indicators of the impact of
climate risk.
Our procedures did not identify any material
impact as a result of climate risk on the Group’s
and Company’s financial statements.
Materiality
The scope of our audit was influenced by
our application of materiality. We set certain
quantitative thresholds for materiality. These,
together with qualitative considerations, helped
us to determine the scope of our audit and the
nature, timing and extent of our audit procedures
on the individual financial statement line items
and disclosures and in evaluating the effect of
misstatements, both individually and in aggregate
on the financial statements as a whole.
129
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Financials
Governance
Strategic
Business overview
Based on our professional judgement, we determined materiality for the financial statements as a whole
as follows:
Financial statements – Group
Financial statements – Company
Overall
materiality
$3,483,000 (2023: $2,900,000).
£2,500,000 (2023: £2,339,000).
How we
determined it
4.5% (2023: 5%) of profit before tax,
adjusting items and share based
payments
1% (2023: 1%) of total assets capped at
allocated component materiality.
Rationale for
benchmark
applied
We consider profit before tax,
adjusting items and share-based
payments to provide an accurate
depiction of the underlying
profitability of the business and
to be the primary measure used
by shareholders in assessing the
performance of the Group.
Total assets was considered an
appropriate benchmark to use due to
the Company’s status primarily as an
investment holding company. However,
this would have given a materiality level
in excess of the materiality allocated to
the component determined through
our Group scoping exercise. Accordingly,
Company materiality was capped at the
Group component materiality allocation.
Independent Auditors’ Report to the Members of
Volex Plc continued
For each component in the scope of our Group
audit, we allocated a materiality that is less
than our overall Group materiality. The range of
materiality allocated across components was
between $400,000 and $2,000,000. Certain
components were audited to a local statutory
audit materiality that was also less than our overall
Group materiality.
We use performance materiality to reduce to
an appropriately low level the probability that
the aggregate of uncorrected and undetected
misstatements exceeds overall materiality.
Specifically, we use performance materiality
in determining the scope of our audit and the
nature and extent of our testing of account
balances, classes of transactions and disclosures,
for example in determining sample sizes. Our
performance materiality was 75% (2023: 75%) of
overall materiality, amounting to $2,612,000 (2023:
$2,175,000) for the Group financial statements
and £1,875,000 (202: £1,754,000) for the company
financial statements.
In determining the performance materiality, we
considered a number of factors – the history of
misstatements, risk assessment and aggregation
risk and the effectiveness of controls – and
concluded that an amount at the upper end of our
normal range was appropriate.
We agreed with those charged with governance
that we would report to them misstatements
identified during our audit above $162,500 (Group
audit) (2023: $145,000) and £125,000 (company
audit) (2023: £110,000) as well as misstatements
below those amounts that, in our view, warranted
reporting for qualitative reasons.
Conclusions relating to going concern
Our evaluation of the directors’ assessment of the
Group’s and the company’s ability to continue
to adopt the going concern basis of accounting
included:
•
Obtaining and reviewing the Group and
Company cash flow forecasts for the going
concern period, challenging the Directors’
assumptions used and verifying that these
were consistent with our existing knowledge
and understanding of the business, as well as
with the Board-approved budget.
•
Reviewing the Group and Company cash flow
forecasts for both the base case and a severe
but plausible downside scenario, evaluating
the assumptions used, and verifying the
Group’s and Company’s ability to maintain
liquidity within the going concern period under
these scenarios.
•
Testing the model for mathematical accuracy
and assessing the reasonableness of
sensitivities performed by management.
•
We read and understood the key terms of its
committed debt facilities to understand the
terms and tested compliance with the loan
covenants.
•
Assessing the adequacy of the disclosure
provided in note 2 ‘Going Concern’ of the
Group and Company financial statements.
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
130
Based on the work we have performed, we
have not identified any material uncertainties
relating to events or conditions that, individually
or collectively, may cast significant doubt on the
Group’s and the 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.
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.
However, because not all future events or
conditions can be predicted, this conclusion is not
a guarantee as to the Group’s and the company’s
ability to continue as a going concern.
Our responsibilities and the responsibilities of
the directors with respect to going concern are
described in the relevant sections of this report.
Reporting on other information
The other information comprises all of the
information in the Annual Report other than the
financial statements and our auditors’ report
thereon. The directors are responsible for the
other information, which includes reporting based
on the Task Force on Climate-related Financial
Disclosures (TCFD) recommendations. Our opinion
on the financial statements does not cover the
other information and, accordingly, we do not
express an audit opinion or, except to the extent
otherwise explicitly stated in this report, any form
of assurance thereon.
In connection with our audit of the financial
statements, our responsibility is to read the other
information and, in doing so, consider whether
the other information is materially inconsistent
with the financial statements or our knowledge
obtained in the audit, or otherwise appears to be
materially misstated. If we identify an apparent
material inconsistency or material misstatement,
we are required to perform procedures to conclude
whether there is a material misstatement of the
financial statements or a material misstatement
of the other information. If, based on the work
we have performed, we conclude that there is a
material misstatement of this other information,
we are required to report that fact. We have
nothing to report based on these responsibilities.
With respect to the Strategic Report and
Directors’ Report, we also considered whether the
disclosures required by the UK Companies Act
2006 have been included.
Based on our work undertaken in the course of
the audit, the Companies Act 2006 requires us
also to report 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, the information given
in the Strategic Report and Directors’ Report for
the period ended is consistent with the financial
statements and has been prepared in accordance
with applicable legal requirements.
In light of the knowledge and understanding of
the Group and company and their environment
obtained in the course of the audit, we did not
identify any material misstatements in the
Strategic Report and Directors’ Report.
Responsibilities for the financial
statements and the audit
Responsibilities of the directors for the
financial statements
As explained more fully in the Statement of
Directors’ Responsibilities, the directors are
responsible for the preparation of the financial
statements in accordance with the applicable
framework and for being satisfied that they
give a true and fair view. The directors are also
responsible for such internal control as they
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
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 company or to cease
operations, or have no realistic alternative but to
do so.
Auditors’ 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 auditors’ 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.
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.
131
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Financials
Governance
Strategic
Business overview
Based on our understanding of the Group and
industry, we identified the principal risks of non-
compliance with laws and regulations related
to compliance with corporate tax legislation in
jurisdictions in which the Group operates, and we
considered the extent to which non-compliance
might have a material effect on the financial
statements. We also considered those laws and
regulations that have a direct impact on the
financial statements such as the Companies Act
2006. We evaluated management’s incentives and
opportunities for fraudulent manipulation of the
financial statements (including the risk of override
of controls), and determined that the principal
risks were related to posting inappropriate journal
entries to manipulate financial results, risk of fraud
in revenue recognition and potential management
bias in accounting estimates. The Group
engagement team shared this risk assessment
with the component auditors so that they could
include appropriate audit procedures in response
to such risks in their work. Audit procedures
performed by the Group engagement team and/or
component auditors included:
•
Enquiry of Directors, management and the
Company’s in-house legal and compliance
team around actual and potential non-
compliance with laws and regulations
and fraud;
•
Inspection of supporting documentation
where appropriate.
•
Reviewing minutes of meetings of the Board
of Directors
•
Identifying and testing journal entries, in
particular any journal entries posted with
unusual account combinations.
•
Challenging assumptions and judgements
made by management in relation to their
significant accounting judgements and
estimates.
•
Review of related work performed by the
component audit teams, including their
responses to risks related to management
override of controls and to the risk of fraud
in revenue recognition.
There are inherent limitations in the audit
procedures described above. We are less likely to
become aware of instances of non-compliance
with laws and regulations that are not closely
related to events and transactions reflected in
the financial statements. Also, 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 or intentional
misrepresentations, or through collusion.
Our audit testing might include testing complete
populations of certain transactions and balances,
possibly using data auditing techniques. However,
it typically involves selecting a limited number of
items for testing, rather than testing complete
populations. We will often seek to target particular
items for testing based on their size or risk
characteristics. In other cases, we will use audit
sampling to enable us to draw a conclusion about
the population from which the sample is selected.
A further description of our responsibilities
for the audit of the financial statements is
located on the FRC’s website at: www.frc.org.uk/
auditorsresponsibilities. This description forms part
of our auditors’ report.
Use of this report
This report, including the opinions, has been
prepared for and only for the company’s members
as a body in accordance with Chapter 3 of Part
16 of the Companies Act 2006 and for no other
purpose. We do not, in giving these opinions,
accept or assume responsibility for any other
purpose or to any other person to whom this
report is shown or into whose hands it may come
save where expressly agreed by our prior consent
in writing.
Other required reporting
Companies Act 2006 exception
reporting
Under the Companies Act 2006 we are required to
report to you if, in our opinion:
•
We have not obtained all the information and
explanations we require for our audit.
•
Adequate accounting records have not been
kept by the company, or returns adequate
for our audit have not been received from
branches not visited by us.
•
Certain disclosures of directors’ remuneration
specified by law are not made.
•
The company financial statements are not in
agreement with the accounting records and
returns.
We have no exceptions to report arising from this
responsibility.
Richard Porter (Senior Statutory Auditor)
for and on behalf of
PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
26 June 2024
Independent Auditors’ Report to the Members of
Volex Plc continued
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
132
Financials
Report
Contents
Consolidated Income Statement
134
Consolidated Statement of
Comprehensive Income
135
Consolidated Statement of
Financial Position
136
Consolidated Statement of
Changes in Equity
137
Consolidated Statement of
Cash Flows
138
Notes to the Consolidated Financial
Statements
139
Company Statement of
Financial Position
182
Company Statement of
Changes in Equity
183
Notes to the Company
Financial Statements
184
Alternative Performance Measures
197
Five Year Summary
199
Shareholder Information
200
133
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Financials
Governance
Strategic
Business overview
2024
2023
Notes
Before
adjusting
items and
share-based
payments
$’m
Adjusting
items and
share-based
payments
(Note 4)
$’m
Total
$’m
Before
adjusting
items and
share-based
payments
$’m
Adjusting
items and
share-based
payments
(Note 4)
$’m
Total
$’m
Revenue
3
912.8
–
912.8
722.8
–
722.8
Cost of sales
(710.0)
–
(710.0)
(565.8)
–
(565.8)
Gross profit
202.8
–
202.8
157.0
–
157.0
Operating expenses
(113.1)
(25.8)
(138.9)
(89.7)
(13.5)
(103.2)
Operating profit
7
89.7
(25.8)
63.9
67.3
(13.5)
53.8
Share of net profit from
associates
16
3.2
–
3.2
1.1
–
1.1
Finance income
5
1.3
–
1.3
0.4
–
0.4
Finance costs
6
(16.8)
–
(16.8)
(9.5)
–
(9.5)
Profit before taxation
77.4
(25.8)
51.6
59.3
(13.5)
45.8
Taxation
10
(15.9)
4.5
(11.4)
(10.7)
2.3
(8.4)
Profit for the period
61.5
(21.3)
40.2
48.6
(11.2)
37.4
Profit is attributable to:
Owners of the parent
60.5
(21.2)
39.3
48.0
(11.2)
36.8
Non-controlling interests
1.0
(0.1)
0.9
0.6
–
0.6
61.5
(21.3)
40.2
48.6
(11.2)
37.4
Earnings per share (cents)
Basic
11
33.7
21.8
30.2
23.2
Diluted
11
33.0
21.4
28.8
22.1
All activities were in respect of continuing operations.
The notes on pages 139 to 181 are an integral part of these financial statements.
Consolidated Income Statement
For the 52 weeks ended 31 March 2024 (52 weeks ended 2 April 2023)
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
134
Consolidated Statement of Comprehensive Income
For the 52 weeks ended 31 March 2024 (52 weeks ended 2 April 2023)
Notes
2024
$’m
2023
$’m
Profit for the period
40.2
37.4
Items that will not be reclassified subsequently to profit or loss
Actuarial loss on defined benefit pension schemes
30
(0.2)
(0.5)
Tax relating to items that will not be reclassified
0.1
0.1
(0.1)
(0.4)
Items that may be reclassified subsequently to profit or loss
Gain arising on cash flow hedges during the period
0.1
1.4
Exchange gain/(loss) on translation of foreign operations
0.7
(7.0)
Tax relating to items that may be reclassified
(0.2)
0.2
0.6
(5.4)
Other comprehensive income/(expense) for the period
0.5
(5.8)
Total comprehensive income for the period attributable to:
Owners of the parent
39.9
31.6
Non-controlling interests
0.8
–
40.7
31.6
The notes on pages 139 to 181 are an integral part of these financial statements.
135
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Financials
Governance
Strategic
Business overview
Consolidated Statement of Financial Position
As at 31 March 2024 (2 April 2023)
Notes
2024
$’m
2023
$’m
Non-current assets
Goodwill
12
121.4
82.3
Other intangible assets
13
131.7
41.8
Property, plant and equipment
14
91.8
50.1
Right-of-use assets
15
38.4
34.5
Interests in associates
16
8.1
2.6
Other receivables
18
2.0
1.8
Derivative financial instruments
31
1.5
0.9
Retirement benefit asset
30
0.4
–
Deferred tax assets
21
25.9
24.6
421.2
238.6
Current assets
Inventories
17
174.3
120.5
Trade receivables
18
187.6
136.2
Other receivables
18
23.4
15.7
Current tax assets
1.8
0.8
Derivative financial instruments
31
1.0
0.9
Cash and bank balances
28
29.8
22.5
417.9
296.6
Total assets
839.1
535.2
Current liabilities
Borrowings
19
3.3
1.8
Lease liabilities
19
21.3
15.6
Trade payables
20
133.1
84.4
Other payables
20
101.4
65.2
Current tax liabilities
18.3
14.5
Retirement benefit obligations
30
–
0.3
Provisions
22
2.9
0.9
Derivative financial instruments
31
0.4
–
280.7
182.7
Net current assets
137.2
113.9
Non-current liabilities
Borrowings
19
143.1
89.6
Lease liabilities
19
16.1
19.2
Other payables
20
26.9
1.4
Deferred tax liabilities
21
28.2
6.9
Retirement benefit obligations
30
7.5
2.3
Provisions
22
1.0
0.4
222.8
119.8
Total liabilities
503.5
302.5
Net assets
335.6
232.7
Equity
Share capital
23
69.6
62.7
Share premium account
23
62.0
60.7
Non-distributable reserve
24
2.5
2.5
Hedging and translation reserve
(13.9)
(14.6)
Own shares
24
(4.3)
(1.0)
Retained earnings
211.3
115.0
Total attributable to owners of the parent
327.2
225.3
Non-controlling interests
25
8.4
7.4
Total equity
335.6
232.7
The notes on pages 139 to 181 are an integral part of these financial statements. The consolidated financial statements of
Volex plc (company number: 158956) were approved by the Board of Directors and authorised for issue on 26 June 2024 and
signed on its behalf by:
Rothschild
Jon Boaden
Executive Chairman
Chief Financial Officer
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
136
Consolidated Statement of Changes in Equity
For the 52 weeks ended 31 March 2024 (52 weeks ended 2 April 2023)
Notes
Share
capital
$’m
Share
premium
account
$’m
Non-
distributable
reserves
$’m
Hedging
and
translation
reserve
$’m
Own
shares
$’m
Retained
earnings
$’m
Equity
attributable
to owners
$’m
Non-
controlling
interests
$’m
Total
equity
$’m
Balance at
3 April 2022
62.5
60.9
2.5
(9.8)
(0.2)
85.2
201.1
7.4
208.5
Profit for the period
–
–
–
–
–
36.8
36.8
0.6
37. 4
Other comprehensive
expense for the period
–
–
–
(4.8)
–
(0.4)
(5.2)
(0.6)
(5.8)
Total comprehensive
income for the period
–
–
–
(4.8)
–
36.4
31.6
–
31.6
Own shares sold/
(utilised) in the period
24
–
–
–
–
4.2
(4.2)
–
–
–
Own shares purchased
in the period
24
–
–
–
–
(5.0)
–
(5.0)
–
(5.0)
Dividend paid
26
–
–
–
–
–
(7.1)
(7.1)
–
(7.1)
Scrip dividend related
share issue
26
0.2
(0.2)
–
–
–
1.4
1.4
–
1.4
Credit to equity
for equity-settled share-
based payments
–
–
–
–
–
3.7
3.7
–
3.7
Tax effect of share
options
–
–
–
–
–
(0.4)
(0.4)
–
(0.4)
Balance at
2 April 2023
62.7
60.7
2.5
(14.6)
(1.0)
115.0
225.3
7.4
232.7
Profit for the period
–
–
–
–
–
39.3
39.3
0.9
40.2
Other comprehensive
income for the period
–
–
–
0.7
–
(0.1)
0.6
(0.1)
0.5
Total comprehensive
income for the period
–
–
–
0.7
–
39.2
39.9
0.8
40.7
Equity raise
23
6.7
1.5
–
–
–
64.1
72.3
–
72.3
Business combination
35
–
–
–
–
–
–
–
0.2
0.2
Own shares sold/
(utilised) in the period
24
–
–
–
–
5.8
(5.8)
–
–
–
Own shares purchased
in the period
24
–
–
–
–
(9.1)
–
(9.1)
–
(9.1)
Dividend paid
26
–
–
–
–
–
(9.3)
(9.3)
–
(9.3)
Scrip dividend related
share issue
26
0.2
(0.2)
–
–
–
2.6
2.6
–
2.6
Credit to equity
for equity-settled share-
based payments
–
–
–
–
–
4.7
4.7
–
4.7
Tax effect of share
options
–
–
–
–
–
0.8
0.8
–
0.8
Balance at
31 March 2024
69.6
62.0
2.5
(13.9)
(4.3)
211.3
327.2
8.4
335.6
The notes on pages 139 to 181 are an integral part of these financial statements.
137
www.volex.com
Financials
Governance
Strategic
Business overview
Consolidated Statement of Cash Flows
For the 52 weeks ended 31 March 2024 (52 weeks ended 2 April 2023)
Notes
2024
$’m
2023
$’m
Net cash generated from operating activities
28
78.3
55.7
Cash flow used in investing activities
Interest received
1.8
0.3
Acquisition of businesses, net of cash acquired
35
(134.3)
(5.1)
Deferred and contingent consideration for businesses acquired
35
(2.2)
(7.1)
Proceeds on disposal of intangible assets, property, plant and equipment
0.4
0.1
Purchases of property, plant and equipment
(27.5)
(14.4)
Purchases of intangible assets
(4.1)
(3.9)
Purchase of shares in associate
33
(2.3)
–
Proceeds from the repayment of preference shares
16
0.9
0.3
Net cash used in investing activities
(167.3)
(29.8)
Cash flows before financing activities
(89.0)
25.9
Cash (used)/generated before adjusting items
(82.0)
28.1
Cash used in respect of adjusting items
(7.0)
(2.2)
Cash flow generated from financing activities
Dividend paid
26
(6.7)
(5.7)
Net purchase of shares for share schemes
(9.3)
(7.2)
Refinancing costs paid
27
(0.3)
(0.5)
Proceeds on issue of shares
23
72.3
–
New bank loans raised
27
129.9
25.0
Repayment of borrowings
27
(79.0)
(35.3)
Outflow from factoring
27
–
(0.7)
Interest element of lease payments
27
(2.7)
(1.7)
Receipt from lease debtor
0.2
0.5
Capital element of lease payments
27
(8.9)
(5.8)
Net cash generated/(used in) from financing activities
95.5
(31.4)
Net increase/(decrease) in cash and cash equivalents
6.5
(5.5)
Cash and cash equivalents at beginning of period
28
20.7
25.9
Effect of foreign exchange rate changes
27
1.6
0.3
Cash and cash equivalents at end of period
28
28.8
20.7
The notes on pages 139 to 181 are an integral part of these financial statements.
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
138
1. Presentation of financial statements
Volex plc (the ‘Company’ and together with its subsidiaries
the ‘Group’) is a company domiciled and incorporated in
the United Kingdom under the Companies Act 2006 and
is listed on AIM, a market on the London Stock Exchange.
The Company is a public company limited by shares and
is registered in England and Wales. The address of the
registered office is given on page 200. The nature of the
Group’s operations and its principal activities are set out in
the Strategic Report on pages 02 to 81.
Financial statements are prepared for the period ending
on the Sunday following the Friday that falls closest to the
accounting reference date of 31 March each year.
These financial statements are presented in US dollars (‘$’).
The individual financial results of each Group subsidiary are
maintained in its functional currency, which is determined
by reference to the primary economic environment in
which the subsidiary operates.
2.a) Significant accounting policies
The significant accounting policies applied in the
preparation of these consolidated financial statements are
set out below. These policies have been consistently applied
to all the periods presented, unless otherwise stated.
Basis of accounting
The financial statements have been prepared in
accordance with UK-adopted International Accounting
Standards and with the requirements of the Companies
Act 2006 as applicable to companies reporting under those
standards.
The financial statements have been prepared under the
historical cost convention except for the revaluation of
financial instruments that are measured at fair values
at the end of each reporting period, as explained in the
accounting policies below. Historical cost is generally based
on the fair value of the consideration given in exchange for
goods and services.
Going concern
The Group’s financial statements have been prepared
on the going concern basis, which contemplates the
continuity of normal business activity with the realisation of
assets and the settlement of liabilities in the normal course
of business. When assessing the going concern status of
the Group, the Directors have considered in particular its
financial position, including its significant balance of cash
and cash equivalents and the borrowing facility in place,
including its terms, remaining duration and covenants.
The Directors have prepared a cash flow forecast for the
period to the end of September 2025, which is based on
the FY2025 Board-approved budget. The Directors have
performed sensitivity analysis on the cash flow forecast
using a base case and downside scenario that take into
account the principal risks and uncertainties set out
on pages 49 to 55 of the Annual Report. The Directors
have considered the potential impact of climate-related
physical and transition risks as part of the going concern
assessment and do not believe there to be a significant
impact in the going concern period. The severe but
plausible downside scenario models a 15% reduction in
year-on-year revenue, equivalent to the worst result in the
last 20 years, and still provides significant covenant and
liquidity headroom. Subsequent to the year end, the Group
has taken advantage of favourable conditions to increase
and extend its credit facilities, thereby further enhancing
covenant compliance and liquidity headroom. See note 34
for more details.
Based on their assessment and these sensitivity scenarios,
the Directors are satisfied that there are no material
uncertainties regarding the Group’s going concern
status and that there is a reasonable expectation that the
Group has adequate resources to continue in operational
existence for at least twelve months from the date of
approval of the financial statements. The Directors
therefore consider it appropriate to adopt the going
concern basis of accounting in preparing the financial
statements.
Adoption of new and revised International
Financial Reporting Standards (‘IFRSs’)
No new standards and interpretations issued by the IASB
had a significant impact on the consolidated financial
statements.
New standards, amendments and interpretations
issued but not yet effective for the financial year
beginning 1 April 2024 and not early adopted
The Group does not consider that any standard,
amendment or interpretation issued by the IASB, but
not yet applicable, will have a significant impact on the
financial statements. Standards and interpretations issued
by the IASB are only applicable if endorsed by the UK
Endorsement Board.
Basis of consolidation
The consolidated financial statements of Volex plc
incorporate the financial statements of the Company and
entities which it controls (its subsidiaries, together ‘the
Group’) and are drawn up to the relevant period end date.
Control is achieved where the Company has the power
to govern the financial and operating policies so as to be
able to obtain benefits from its activities. Where necessary,
adjustments are made to the financial statements of
subsidiaries to bring the accounting policies used into line
with those used by the Group. All intra-group assets and
liabilities, equity, income, expenses and cash flows relating
to transactions between the members of the Group are
eliminated in full on consolidation.
Non-controlling interests in the net assets of consolidated
subsidiaries are identified separately from the Group’s
equity therein. Non-controlling interests consist
of the amount of those interests at the date of the
original business combination and the non-controlling
shareholder’s share of changes in equity since the date of
the combination.
Business combinations
Acquisitions of subsidiaries and businesses are accounted
for using the acquisition method. The consideration
transferred in a business combination is measured at fair
value, which is calculated as the sum of acquisition-date fair
values of assets transferred by the Group, liabilities incurred
by the Group to the former owners of the acquiree and the
equity interest issued by the Group in exchange for control
of the acquiree. All acquisition-related costs are recognised
in profit or loss within adjusting items as incurred.
Notes to the Consolidated Financial Statements
For the 52 weeks ended 31 March 2024 (52 weeks ended 2 April 2023)
139
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Financials
Governance
Strategic
Business overview
Notes to the Consolidated Financial Statements continued
For the 52 weeks ended 31 March 2024 (52 weeks ended 2 April 2023)
2.a) Significant accounting policies continued
Business combination continued
Goodwill is measured as the excess of the sum of the
consideration transferred and the amount of any non-
controlling interests in the acquiree over the net of the
acquisition-date amounts of the identifiable assets
acquired and liabilities assumed. The interest of the non-
controlling shareholders in the acquiree may initially be
measured either at fair value or at the non-controlling
shareholders’ proportion of the net fair value of the
identifiable assets acquired, liabilities and contingent
liabilities assumed. The choice of measurement basis is
made on an acquisition-by-acquisition basis.
Where the consideration for the acquisition includes any
asset or liability resulting from a contingent consideration
arrangement, it is measured at its acquisition date
fair value and included as part of the consideration
transferred. Subsequent changes in the fair value of
contingent consideration that qualify as measurement
period adjustments are adjusted retrospectively,
with corresponding adjustments against goodwill.
Measurement period adjustments are adjustments that
arise from additional information obtained during the
‘measurement period’ (which cannot exceed one year from
the acquisition date) about facts and circumstances that
existed at the acquisition date. Any adjustments outside
of the measurement period are taken to the income
statement.
Goodwill
Goodwill is initially recognised and measured as set
out above.
Goodwill is not amortised but is tested annually for
impairment. For the purpose of impairment testing,
goodwill is allocated to cash-generating units. The
allocation is made to those cash-generating units or groups
of cash-generating units that are expected to benefit from
the business combination in which the goodwill arose.
If the recoverable amount of the cash-generating unit is
less than the carrying amount of the unit, the impairment
loss is allocated first to reduce the carrying amount of any
goodwill allocated to the unit and then to the other assets
of the unit pro rata on the basis of the carrying amount of
each asset in the unit. The impairment loss is recognised
immediately in profit and loss and is not reversed in
subsequent periods.
On disposal of a subsidiary, the attributable amount of
goodwill is included in the determination of the profit or
loss on disposal.
Goodwill arising on acquisitions before the date of
transition to IFRS has been retained at the previous UK
GAAP amounts. Goodwill arising on acquisitions prior to
31 March 1998 has been written off to reserves and has not
been reinstated in the statement of financial position and
will not be included in determining any subsequent profit
or loss on disposal.
Interests in associates
Associates are all entities over which the Group
has significant influence but not control, generally
accompanying a shareholding of between 20% and
50% of the voting rights. Investments in associates are
accounted for using the equity method of accounting.
Under the equity method, the investment is initially
recognised at cost, and the carrying amount is increased or
decreased to recognise the investor’s share of the change
in net assets of the investee after the date of acquisition.
The Group’s share of post-acquisition profit or loss is
recognised in the income statement, and its share of
post-acquisition movements in other comprehensive
income is recognised in other comprehensive income,
with a corresponding adjustment to the carrying amount
of the investment. Where the Group’s share of losses in an
associate equals or exceeds its interest in the associate,
including any other unsecured receivables, the Group does
not recognise further losses, unless it has incurred legal
or constructive obligations or made payments on behalf
of the associate. Distributions received from an associate
reduce the carrying amount of the investment.
The Group determines, at each reporting date, whether
there is any objective evidence that the investment in the
associate is impaired. If this is the case, the Group calculates
the amount of impairment as the difference between the
recoverable amount of the associate and its carrying value,
and it recognises the amount adjacent to ‘share of profit/
(loss) of associates’ in the income statement.
Foreign currencies
The individual financial statements of each Group company
are prepared in the currency of the primary economic
environment in which it operates (its functional currency).
For the purpose of the consolidated financial statements,
the results and financial position of each Group company
are expressed in US dollars, which is the presentation
currency for the consolidated financial statements.
In preparing the financial statements of the individual
companies, transactions in currencies other than the
entity’s functional currency (foreign currencies), are
recognised at the rates of exchange prevailing on the dates
of the transactions. At each reporting date, monetary assets
and liabilities that are denominated in foreign currencies
are retranslated at the rates prevailing at that date. Non-
monetary items carried at fair value that are denominated
in foreign currencies are translated at the rates prevailing
at the date when the fair value was determined. Non-
monetary items that are measured in terms of historical
cost in a foreign currency are not retranslated. Exchange
differences are recognised in profit or loss in the period in
which they arise except for:
•
Exchange differences on transactions entered into
to hedge certain foreign currency risks (see financial
instruments/hedge accounting); and
•
Exchange differences on monetary items receivable
from or payable to a foreign operation for which
settlement is neither planned nor likely to occur in
the foreseeable future (therefore forming part of the
net investment in the foreign operation), which are
recognised initially in other comprehensive income and
reclassified from equity to profit or loss on disposal or
partial disposal of the net investment.
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
140
2.a) Significant accounting policies continued
Foreign currencies continued
For the purpose of presenting consolidated financial
statements, the assets and liabilities of the Group’s foreign
operations are translated at exchange rates prevailing
on the reporting date. Income and expense items are
translated at the average exchange rates for the period,
unless exchange rates fluctuate significantly during that
period, in which case the exchange rates at the date of
transactions are used. Exchange differences arising, if
any, are recognised in other comprehensive income and
accumulated in equity.
Revenue recognition
Revenue is recognised in accordance with the satisfaction
of performance obligations of contracts. The majority of the
Group’s contracts have just one performance obligation,
which is the delivery of goods, which under IFRS 15
‘Revenue from contracts with customers’ is recognised
as a single point, on delivery or pick-up depending on the
agreed terms with the customer. This is normally when
control of the goods or services are transferred to the
customer at an amount that reflects the consideration to
which the Group expects to be entitled in exchange for
those goods or services. The Group has concluded that it is
the principal in its revenue arrangements.
Where bill-and-hold arrangements exist, control of the
goods is transferred to the customer when the following
conditions are met, indicating that the customer has
gained control based on the surrounding facts and
circumstances: (i) there is a substantive reason for the
arrangement; (ii) the product is specifically identified as the
customer’s property; (iii) the product is prepared for delivery
as per the arrangement’s terms; and (iv) the Group is no
longer able to use or sell the product to another customer.
Revenue is measured at the fair value of the consideration
received or receivable for goods and services provided in
the normal course of business, net of discounts, VAT and
other sales-related taxes. For sales to customers where a
right to return an item is granted, revenue is recognised
to the extent of the consideration to which the Group
ultimately expects to be entitled.
The Group considers whether there are additional
commitments in contracts that have separate performance
obligations to which a portion of the transaction price
needs to be allocated. In addition, most customer contracts
include a warranty clause for general repairs of defects that
existed at the time of sale. Warranties cannot be purchased
separately. These assurance-type warranties are accounted
for under IAS 37 ‘Provisions, Contingent Liabilities and
Contingent Assets’.
In determining the transaction price for the sale of
equipment, the Group also considers the effects of the
following:
•
The existence of significant financing components.
There are contracts where the Group receives short-
term advances from its customers. Using the practical
expedient in IFRS 15, the Group does not adjust the
promised amount of consideration for the effects of
a significant financing component if it expects, at
contract inception, that the period between the transfer
of the promised goods or services to the customer and
when the customer pays for those goods or services will
be one year or less. The normal credit term is 60 to 90
days upon delivery;
•
Consideration payable to the customer – in certain
instances the Group purchases raw materials from
the customer. This consideration is not treated as a
reduction to revenue since the payments made are in
exchange for a distinct good (the raw material) that the
customer transfers to the Group; and
•
Variable consideration and non-cash consideration –
both of these are deemed to be immaterial for the Group.
Finance income
Interest income is accrued on a timely basis by reference
to the principal outstanding and the effective interest rate
applicable.
Dividend income from investments is recognised when
the shareholder’s right to receive payment has been
established.
Finance costs
Finance costs comprise lease interest payable, amortised
debt issue costs, interest expense on borrowings which are
not capitalised and the interest expense on the defined
benefit obligation. Interest on borrowings is shown within
operating activities in the statement of cash flows. The
interest element of lease payments is presented within
financial activities.
Taxation
The tax expense for the period comprises current and
deferred tax. Tax is recognised in the income statement,
except to the extent that it relates to items recognised in
other comprehensive income or directly in equity. In this
case, the tax is recognised in other comprehensive income
or directly in equity, respectively.
The tax currently payable is based on taxable profit for the
period. Taxable profit differs from profit as reported in the
income statement because it excludes items of income
or expense that are taxable or deductible in other periods
and it further excludes items that are never taxable or
deductible. The Group’s liability for current tax is calculated
using tax rates and laws that have been enacted, or
substantively enacted, by the reporting date.
The Group evaluates positions taken in tax returns for
transactions where the ultimate tax determination is
uncertain and considers whether it is probable that a tax
authority will accept the position. The group measures its
tax balances either based on the most likely amount or the
expected value, depending on which method provides a
better prediction of the resolution of the uncertainty.
Deferred tax is the tax expected to be payable or
recoverable on differences between the carrying amounts
of assets and liabilities in the financial statements and
the corresponding tax bases used in the computation
of taxable profit and is accounted for using the liability
method. Deferred tax liabilities are generally recognised for
all taxable temporary differences and deferred tax assets
are recognised to the extent that it is probable that taxable
profits will be available against which deductible temporary
differences can be utilised. Such assets and liabilities are
not recognised if the temporary differences arise from
goodwill or from the initial recognition (other than in a
business combination) of other assets and liabilities in a
transaction that affects neither the taxable profit nor the
accounting profit.
141
www.volex.com
Financials
Governance
Strategic
Business overview
Notes to the Consolidated Financial Statements continued
For the 52 weeks ended 31 March 2024 (52 weeks ended 2 April 2023)
2.a) Significant accounting policies continued
Taxation continued
Deferred tax liabilities are recognised for taxable temporary
differences arising on investments in subsidiaries and
associates, except where the Group is able to control the
reversal of the temporary difference and it is probable that
the temporary difference will not reverse in the foreseeable
future.
The carrying amount of deferred tax assets is reviewed at
each reporting date and reduced to the extent that it is
no longer probable that sufficient taxable profits will be
available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected
to apply in the period when the liability is settled or the
asset is realised based on tax rates and laws that have been
enacted, or substantively enacted, by the reporting date.
Deferred tax is charged or credited in the income statement,
except when it relates to items charged or credited in other
comprehensive income, in which case the deferred tax is
also dealt with in other comprehensive income.
Deferred tax assets and liabilities are offset when there
is a legally enforceable right to set off current tax assets
against current liabilities and when they relate to income
taxes levied by the same taxation authority and the Group
intends to settle its current tax assets and liabilities on a
net basis.
Property, plant and equipment
Property, plant and equipment are stated at cost less
accumulated depreciation and any recognised impairment
loss. Cost includes the original purchase price of the asset
and any further costs attributable to bringing the asset to
its working condition for its intended use.
Depreciation is recognised so as to write off the cost or
valuation of assets (other than freehold land, which is not
depreciated) less their residual values over their useful lives,
using the straight-line method, on the following basis:
Freehold buildings and
leasehold improvements
Up to 50 years or period of
lease, if shorter
Plant and machinery
3 to 15 years
Assets under construction
Depreciation commences
once an asset is ready for its
intended use
An item of property, plant and equipment is derecognised
upon disposal or when no future economic benefits are
expected to arise from the continued use of the asset.
The gain or loss arising on the disposal of an asset is
determined as the difference between the sale proceeds
and the carrying amount of the asset and is recognised in
the income statement.
Intangible assets – computer software and
licences
Computer software is stated at cost less accumulated
depreciation and any recognised impairment loss. Acquired
computer software licences are capitalised on the basis of
the costs incurred to acquire and use the specific software.
These costs are included in the statement of financial
position within intangible assets and are amortised
straight-line over their estimated useful lives, not exceeding
seven years. Costs associated with maintaining computer
software are recognised as an expense as incurred.
Intangible assets – patents and customer
contracts and relationships
Patents are stated at cost less accumulated amortisation.
Customer contracts and relationships acquired in a
business combination are recognised at fair value at the
acquisition date. These intangible assets are amortised
on a straight-line basis over their estimated useful lives as
follows:
Customer contracts
Up to 3 years
Customer relationships
5 to 15 years
Intangible assets – internally generated intangible
assets – research and development expenditure
Expenditure on research activities is recognised as an
expense in the period in which it is incurred.
The Group is engaged in development activities, which
include both general product development and specific
customer development projects. An internally generated
intangible asset arising from these development activities
is recognised only if all of the following conditions are met:
•
An asset is created that can be identified;
•
It is probable that the asset created will generate future
economic benefits; and
•
The development cost of the asset can be measured
reliably.
Internally generated intangible assets are amortised on
a straight-line basis over their useful lives (up to 3 years).
Where no internally generated intangible asset can be
recognised, development expenditure is recognised as an
expense in the period in which it is incurred.
Impairment of property, plant and equipment and
intangible assets excluding goodwill
At each reporting date, the Group reviews the carrying
amounts of its property, plant and equipment and
intangible assets to determine whether there is any
indication that those assets have suffered an impairment
loss. If any such indication exists, the recoverable amount
of the asset is estimated in order to determine the extent
of the impairment loss. Where the asset does not generate
cash flows that are independent from other assets, the
Group estimates the recoverable amount of the cash-
generating unit (‘CGU’) to which the asset belongs.
Recoverable amount is the higher of fair value less costs
to sell and value in use. In assessing value in use, the
estimated future cash flows are discounted to their present
value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the
risks specific to the asset for which the estimates of future
cash flows have not been adjusted.
If the recoverable amount of an asset (or CGU) is estimated
to be less than its carrying amount, the carrying amount of
the asset (or CGU) is reduced to its recoverable amount. An
impairment loss is recognised as an expense immediately,
unless the relevant asset is carried at a revalued amount, in
which case, the impairment loss is treated as a revaluation
decrease.
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
142
2.a) Significant accounting policies continued
Impairment of property, plant and equipment and
intangible assets excluding goodwill continued
Where an impairment loss subsequently reverses, the
carrying amount of the asset (or CGU) is increased to
the revised estimate of its recoverable amount, but so
that the increased carrying amount does not exceed the
carrying amount that would have been determined had no
impairment loss been recognised for the asset (or CGU) in
prior periods. A reversal of an impairment loss is recognised
as a credit to the income statement immediately, unless
the relevant asset is carried at a revalued amount, in which
case the reversal of the impairment loss is treated as a
revaluation increase.
Leases
The Group leases various offices, buildings, vehicles and
other equipment. Rental contracts are, typically, made for a
period of up to five years, but may have extension options.
Contracts may contain both lease and non-lease
components. The Company allocates the consideration in
the contract to the lease and non-lease components based
on their relative stand-alone prices. However, for leases of
real estate for which the Company is a lessee, and for which
it has major leases, it has elected not to separate lease and
non-lease components and instead accounts for these as a
single lease component.
Assets and liabilities arising from a lease are initially
measured on a present-value basis. Lease liabilities include
the net present value of the following lease payments:
•
Fixed payments less any lease incentive receivable;
•
Variable lease payments that are based on an index or
a rate;
•
Amounts expected to be payable by the Group under
residual value guarantees;
•
The exercise price of a purchase option if the Group is
reasonably certain to exercise that option; and
•
Payments of penalties for termination of the lease, if the
lease term reflects the Group exercising that option.
The Company is exposed to potential future increases in
variable lease payments based on an index or rate, which
are not included in the lease liability until they take effect.
When adjustments to lease payments based on an index or
rate take effect, the lease liability is reassessed and adjusted
against the right-of-use asset.
Lease payments are allocated between principal and
finance cost. The finance cost is charged to profit or loss
over the lease period so as to produce a constant periodic
rate of interest on the remaining balance of the liability for
each period.
Right-of-use assets
Right-of-use assets are measured at cost comprising the
following:
•
The amount of the initial measurement of the lease
liability or a revaluation of the liability;
•
Any lease payments made at or before the
commencement date less any lease incentives received;
•
Any initial direct costs; and
•
Restoration costs.
Each right-of-use asset is depreciated over the shorter of its
useful economic life and the lease term on a straight-line
basis, unless the lease is expected to transfer ownership
of the underlying asset to the Group, in which case the
asset is depreciated to the end of the useful life of the
asset. Payments associated with the short-term leases are
recognised on a straight-line basis as an expense in the
income statement. Short-term leases are leases with a lease
term of 12 months or less.
Where a vacant office is sub-leased for the remainder of
the lease, the head lease and sublease are recorded as two
separate contracts, applying both the lessee and lessor
accounting requirements.
Inventories
Inventories are stated at the lower of cost and net
realisable value. Cost is determined using a standard cost
methodology and adjusted for material variances such
that the adjusted figure represents direct materials, direct
labour and an attributable proportion of manufacturing
overheads based on normal levels of activity. Net realisable
value is based on estimated selling price, less all estimated
costs of completion and costs to be incurred in marketing,
selling and distribution. A provision is made for obsolete,
slow-moving or defective items, where appropriate.
Provisions will be adjusted, where appropriate, to align with
specific contractual terms. Supplier inventory held under
consignment arrangements at manufacturing locations
is recognised as inventory once the risks and rewards are
transferred.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and
on demand deposits and other short-term highly liquid
investments that are readily convertible to a known amount
of cash and are subject to an insignificant risk of change
in value less bank overdrafts. Where a cashpool facility is
operated, the right-of-offset is considered.
Borrowings
Interest-bearing bank loans and overdrafts are recorded
at the proceeds received, net of direct issue costs. Finance
charges, including premiums on settlement or redemption
and direct issue costs, are accounted for on an accruals
basis in the consolidated income statement using the
effective interest rate 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.
Provisions
Provisions are recognised when the Group has a present
obligation (legal or constructive) as a result of a past event,
it is probable that the Group will be required to settle the
obligation, and a reliable estimate can be made of the
amount of the obligation.
The amount recognised as a provision is the best estimate
of the consideration required to settle the present
obligation at the reporting date, taking into account the
risks and uncertainties surrounding the obligation. Where
a provision is measured using the cash flows estimated
to settle the present obligation, its carrying value is the
present value of those cash flows (when the effect of the
time value of money is material).
143
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Financials
Governance
Strategic
Business overview
Notes to the Consolidated Financial Statements continued
For the 52 weeks ended 31 March 2024 (52 weeks ended 2 April 2023)
2.a) Significant accounting policies continued
Provisions continued
A restructuring provision is recognised when the Group has
developed a detailed formal plan for restructuring and has
raised a valid expectation to those affected that it will carry
out the restructuring by starting to implement the plan or
announcing its main features to those affected by it. The
measurement of a restructuring provision includes only the
direct expenditures arising from the restructuring, which
are those amounts that are both necessarily entailed by the
restructuring and not associated with ongoing activities of
the entity.
Provisions for the expected cost of warranty obligations
under local sales of goods legislation are recognised at the
date of sale of the relevant products, at the Directors’ best
estimate of the expenditure required to settle the Group’s
obligation.
Retirement benefits
The Group has both defined benefit and defined
contribution retirement benefit schemes, including a
defined benefit scheme in the UK, which is now closed to
new entrants, and unfunded defined benefit schemes in
Indonesia, India, Mexico and Türkiye, which provide a lump
sum payment to individuals on retirement. The retirement
benefit obligations recognised in the consolidated
statement of financial position represents the deficit or
surplus in the Group’s defined benefit scheme.
For defined benefit schemes, the cost of providing benefits
is determined using the Projected Unit Credit Method, with
actuarial valuations carried out at the end of each reporting
period.
Defined benefit costs are split into three categories:
remeasurement; net interest expense or income; and past
service cost and gains and losses on curtailments and
settlements.
Remeasurement comprises actuarial gains and losses,
the effect of the asset ceiling (where applicable) and
the return on scheme assets (excluding interest). These
costs are recognised immediately in the statement of
financial position with a charge or credit to the statement
of comprehensive income in the period in which they
occur. Remeasurement recorded in the statement of
comprehensive income is not recycled. Net interest is
calculated by applying a discount rate to the net defined
benefit liability or asset and is recognised within finance
costs (see note 6).
Payments to defined contribution retirement benefit
schemes are recognised as an expense when employees
have rendered service entitling them to the contributions.
Payments to state-managed schemes are treated as
payments to defined contribution schemes where the
Group’s obligations under the schemes are equivalent to
those arising in a defined contribution scheme.
Share-based payments
Certain senior employees (including executives) receive
remuneration in the form of share-based payment
transactions where the individuals are compensated for
services they provide with consideration in the form of
equity instruments.
The cost of equity-settled transactions with employees
is measured with reference to the fair value of the equity
instrument at the date they are granted and is recognised as
an expense over the period in which the performance and/or
service conditions are fulfilled, ending on the date on which
the employee becomes fully entitled to the award.
No expense is recognised for awards that do not, ultimately,
vest as a result of not meeting performance or service
conditions. Where all service and performance vesting
conditions have been met, the awards are treated as
vesting, irrespective of whether or not the market condition
is satisfied, as market conditions have been reflected in the
fair value of the equity instruments.
The fair value determined at the date of grant of the equity-
settled share-based payments is expensed to the income
statement on a straight-line basis over the vesting period,
based on the estimate of the number of options that will
eventually vest. At each reporting date, the Group revises
its estimate of the number of equity instruments expected
to vest as a result of the effect of non-market-based vesting
conditions. The movement in cumulative expense since the
previous balance sheet date is recognised in the income
statement with a corresponding entry in equity. Within
the income statement the share-based payment charge
is presented separately to assist in understanding the
underlying performance of the Group.
Adjusting items
Adjusting items include costs and income that are
one-off in nature and significant (such as restructuring
costs, impairment charges or acquisition-related costs)
but also include the non-cash amortisation charge of
intangible assets, which have arisen under IFRS 3 ‘Business
Combinations’. Only those restructuring costs that result in
a permanent reduction in capabilities, either to a particular
geography or line of business, are treated as adjusting items.
Adjusting items are included under the statutory
classification appropriate to their nature but are separately
disclosed on the face of the income statement within
adjusting items to assist in understanding the underlying
performance of the Group.
Share capital
Ordinary shares are classified as equity. Incremental costs
directly attributable to the issue of new shares or options
are shown in equity as a deduction from the proceeds, net
of tax.
Investments and other financial
assets – classification
Financial assets within the scope of IFRS 9 ‘Financial
Instruments’ are classified as financial assets at fair value
through profit or loss (‘FVTPL’), financial assets at fair
value through other comprehensive income (‘FVOCI’) and
financial assets at amortised cost.
The classification of financial assets is determined on
initial recognition. This takes account of the nature of the
financial asset and the purpose for which it was acquired.
Where an asset is classified as fair value through profit
or loss (‘FVTPL’) it is measured at fair value. Any net gains
and losses, including dividend income or interest, are
recognised in finance income or finance cost in the income
statement.
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
144
2.a) Significant accounting policies continued
Investments and other financial assets –
classification continued
Financial assets classified as at fair value through other
comprehensive income (‘FVOCI’) are measured at fair
value. Derivatives are classed as FVOCI where the derivative
is designated and effective as a hedging instrument.
For investments in equity instruments, dividends are
recognised when the entity’s right to receive payment is
established, the amount can be measured reliably and
it is probable that the economic benefits will flow to the
entity. Dividends are recognised in the income statement
unless they represent the recovery of part of the cost of
the investment, in which case they are included in other
comprehensive income.
Changes in the fair value of the financial asset are
recognised in other comprehensive income and are not
recycled to the income statement.
Financial assets that are held with the objective of
collecting contractual cash flows and, where the
contractual terms of the financial asset give rise to cash
flows on specified dates that represent the repayment
of principal and interest, are measured, subsequently, at
amortised cost.
Investments and other financial
assets – recognition and measurement
Where an entity holds an investment in an equity
instrument that is actively traded in an organised financial
market, the fair value is determined with reference to
quoted closing market bid prices at the balance sheet
date. Where there is no such active market, fair value
is determined using valuation techniques and models
appropriate to the instrument.
Loans and receivables are measured at amortised
cost using the effective interest method and taking
into consideration any allowance for impairment.
The calculation includes any premium or discount on
acquisition and includes transaction costs and fees that are
an integral part of the effective interest rate.
Trade and other receivables are recognised initially at fair
value and, subsequently, measured at amortised cost
using the effective interest method less any provision for
impairment.
At each balance sheet date the Group undertakes an
assessment as to whether a financial asset or group of
financial assets is impaired.
Trade and other receivables
For trade receivables, the Group applies the simplified
approach permitted by IFRS 9, resulting in trade receivables
recognised and carried at original invoice amount less
an allowance for any uncollectible amounts based on
expected credit losses. The Group assesses on a forward-
looking basis the expected credit losses associated with
its receivables carried at amortised cost. The impairment
methodology applied depends on whether there has been
a significant increase in credit risk.
The carrying amounts of the trade receivables include
receivables which are subject to a factoring arrangement.
Under this arrangement, the Group has transferred the
relevant receivables to the factor in exchange for cash
and is prevented from selling or pledging the receivables.
However, the Group has retained late payment and credit
risk. The Group, therefore, continues to recognise the
transferred assets in their entirety in its balance sheet.
The amount repayable under the factoring agreement is
presented as secured borrowing.
Financial liabilities and equity
Debt and equity instruments are classified as either
financial liabilities or as equity in accordance with the
substance of the contractual arrangement.
Trade payables
Trade payables are obligations to pay for goods or services
that have been acquired in the ordinary course of business
from suppliers. Accounts payable are classified as current
liabilities if payment is due within one year or less. If not,
they are presented as non-current liabilities.
Trade payables are recognised initially at fair value and
subsequently measured at amortised cost using the
effective interest method.
Government grants
Government grants relating to costs are deferred and
recognised in profit or loss over the period necessary
to match them with the costs that they are intended to
compensate.
Government grants relating to the purchase of property,
plant and equipment are included in non-current liabilities
as deferred income and they are credited to profit or loss
on a straight-line basis over the expected lives of the related
assets.
Derivative financial instruments
The Group’s activities expose it to the financial risks of
changes in foreign exchange rates, interest rates and
commodity prices. The Group enters into a variety of
derivative financial instruments to manage its exposure
to these risks. The use of financial derivatives is governed
by a Group policy approved by the Board of Directors,
which provides written principles on the use of financial
derivatives to hedge certain risk exposures. The Group does
not use derivative financial instruments for speculative
purposes. Further details of derivative financial instruments
are disclosed in note 31 to the financial statements.
Derivatives are initially recognised at fair value on the date
a derivative contract is entered into and are, subsequently,
remeasured to their fair value at each reporting date.
The resulting gain or loss is recognised in profit or loss
immediately unless the derivative is designated and
effective as a hedging instrument, in which event, the
timing of the recognition in profit or loss depends on the
nature of the hedge relationship. The Group designates
certain derivatives as either fair value hedges, cash flow
hedges or hedges of net investments in foreign operations.
A derivative is classified as a non-current asset or a non-
current liability if the remaining maturity of the instrument
is more than 12 months and it is not expected to be realised
or settled within 12 months. Other derivatives are presented
as current assets or current liabilities.
145
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Financials
Governance
Strategic
Business overview
Notes to the Consolidated Financial Statements continued
For the 52 weeks ended 31 March 2024 (52 weeks ended 2 April 2023)
2.a) Significant accounting policies continued
Hedge accounting continued
The Group designates certain hedging instruments, which
include derivatives and non-derivatives in respect of foreign
currency, interest rate and commodity risk, as either cash
flow hedges or hedges of net investments in foreign
operations.
At the inception of the hedge relationship the entity
documents the relationship between the hedging
instrument and hedged item, along with its risk
management objectives and its strategy for undertaking
various hedge transactions. Furthermore, at the inception
of the hedge and on an ongoing basis, the Group
documents whether the hedging instruments that
are used in hedging transactions are highly effective
in offsetting changes in fair values or cash flows of
hedged items.
Cash flow hedge
Hedges of foreign exchange or interest rate risks on firm
commitments are accounted for as cash flow hedges.
Similarly, commodity derivative contracts, which are
entered into to mitigate commodity price fluctuations on
firm purchasing commitments, are accounted for as cash
flow hedges.
The effective portion of changes in the fair value of
derivatives that are designated and qualify as cash flow
hedges is recognised in other comprehensive income. The
gain or loss relating to the ineffective portion is recognised
immediately in profit or loss.
Hedges of net investments in foreign operations
Any gain or loss on the hedging instrument relating to
the effective portion of the hedge is recognised in other
comprehensive income and accumulated in the hedging
and translation reserve. The gain or loss relating to the
ineffective portion is recognised immediately in profit
or loss.
Gains and losses deferred in the hedging and translation
reserve are recognised immediately in profit or loss when
the foreign operation is disposed of.
2.b) Critical accounting judgements and key
sources of estimation uncertainty
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 Directors consider the following
to be the key judgements and estimates that have the
most significant effect on the amounts recognised in the
financial statements.
2.b.i) Critical judgements in applying the Group’s
accounting policies
In applying the Group’s accounting policies, management
has made the following judgements, which have the most
significant effect on the consolidated financial statements.
Business combinations
Acquisitions are accounted for using the acquisition
method as described in the business combinations
accounting policy. Management exercises judgement in
the determination of fair values for assets and liabilities
acquired, including the separate identification of intangible
assets, which use assumptions and estimates. The Group
has developed a process to meet the requirements of
IFRS 3, including the separate identification of customer
relationship intangible assets based on estimated future
performance, discount rates and customer attrition rates.
As part of the acquisition contingent consideration of
$39.8m was recognised. The payments are dependent
upon certain EBITDA targets being met post-acquisition
over two one-year measurement periods. The fair value
above has been based on the probable outcome of each
based upon the information available at 31 March 2024. This
requires estimates and judgements around both the range
of potential outcomes and the probability of each potential
outcome arising.
As part of the acquisition, a deferred consideration of $6.0
million was recognised. The payment, due in 2029, is tied
to the fair value of two properties owned by Murat Ticaret
at the time of acquisition. The Group has the option to sell
these properties back to the former owners at this price in
2029. Currently, the Group is maintaining the properties
at their recoverable value, anticipating their sale in 2029. A
judgement has been made that the properties will be sold
and not retained by the business.
Adjusting items
The Directors believe that presenting adjusting items
separately provides a clearer understanding of the business
performance and facilitates comparison of trading
performance year on year. In determining the classification
of items, management exercises significant judgement.
During the period, the adjusting items identified total
$19.5m (2023: $9.8m). These, primarily, comprise acquisition-
related costs and amortisation of intangibles arising from
business combinations. See note 4 for further details.
Management sees this as a key judgement as a decision
has to be made as to which income statement items
fall within the criteria and, therefore, should be shown
separately.
Uncertain tax provisions
As a multinational group operating in a large number
of territories, there are many transactions for which the
ultimate tax treatment may be uncertain. The Directors are
therefore required to exercise judgement in this respect,
particularly in areas such as transfer pricing and the
consequences of acquisitions or restructuring. Judgements
made are based on management’s interpretation of
country-specific tax law, guided by external experts where
appropriate. The Group is subject to periodic tax audits and
the final agreed tax liabilities may vary from the amounts
provided. The Group typically has limited control over the
timing of resolution of uncertain tax positions with tax
authorities.
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Volex plc Annual Report and Accounts for the year ended 2024
146
Inventory provisions
In determining the inventory provision, on at least a
quarterly basis and at the financial year end, management
applies their judgement to review provisions held against
damaged, obsolete and slow-moving inventory.
Lease term
In determining the lease term, management considers all
facts and circumstances that create an economic incentive
to exercise an extension option, or not utilise a break clause.
Extension options (or periods after break clauses) are only
included in the lease term if the lease is reasonably certain
to be extended (or break clause not utilised).
2.b.ii) Key sources of estimation uncertainty
The key areas where estimates and assumptions are
significant to the financial statements are described below.
Acquired intangible assets
As part of the acquisition of Murat Ticaret, the Group
recognised intangible assets in relation to customer
relationships and order backlog, valued at $101.6
million. The key inputs to the valuation model are the
revenue growth rates, customer margins, discount rate
and customer retention periods, which are inherently
subjective. Changes to these estimates could result in the
value of the asset recognised being higher or lower, with
an offsetting movement in the goodwill recognised on
acquisition. The fair value adjustments are provisional and
will be finalised within 12 months of the acquisition date.
Inventory provisions
Inventories are carried at the lower of cost and net
realisable value, which is calculated as the estimated
sales proceeds less costs of sale. Factors considered in
the determination of net realisable value are the ageing,
category and condition of inventories, recent inventory
utilisation and forecasts of projected inventory utilisation.
Changes to these estimates could result in changes to the
net valuation of inventory. At 31 March 2024, the Group had
net inventories of $174.3m (2023: $120.5m).
Goodwill
The carrying amount of goodwill has been tested for
impairment by estimating the value in use of the cash-
generating units to which it has been allocated. Note 12
outlines the significant assumptions made in performing
the impairment tests.
Recognition of deferred tax assets
The Group has significant amounts of unused tax losses as
set out in note 21, as well as various deductible temporary
differences across several major jurisdictions. These give
rise to recognised deferred tax assets (after jurisdictional
offsetting) of $25.9m (2023: $24.6m). In determining the
appropriate amount of deferred tax assets to recognise, the
Directors first consider the reversal of deferred tax liabilities
and then estimated forecast future profits. The assessment
of future profits in each territory takes into account factors
such as historical performance, one-off events and risk-
weighted modelling. The Group uses recognition models
that are based on the same underlying five-year cash
flow forecasts used for goodwill impairment testing.
While management are confident that full recovery of the
amounts recognised is probable, the deferred tax assets
in the UK of $13.5m (2023: $16.3m) are considered the most
sensitive to underperformance against expectation.
Uncertain tax provisions
In measuring uncertain tax provisions, the Directors
are required to estimate the effect of the uncertainty in
determining the taxable profit or loss in each affected
jurisdiction. Where there are a range of potential outcomes,
the expected value method is used. This requires estimates
and judgements around both the range of potential
outcomes and the probability of each potential outcome
arising. At 31 March 2024 the Group has $10.8m (2023:
$10.4m) included in current tax liabilities, $1.1m (2023:
$nil) included in other payables, and $2.8m (2023: $2.6m)
included in deferred tax assets in respect of the estimated
impact on tax liabilities and the related accrued interest,
as well as recognised tax losses, giving a total net liability
of $9.1m (2023: $7.8m) recognised for uncertain tax
positions. To the extent that the ultimate outcome of a tax
uncertainty differs from the tax that has been provided, a
material adjustment could arise in a future period.
3. Segment information
Segment information is based on the information provided
to the chief operating decision makers, being the Executive
members of the Company’s Board and the Chief Operating
Officer. This is the basis on which the Group reports its
primary segmental information for the period ended
31 March 2024. These segments are discussed in the
Performance Review on page 38.
The accounting policies of the operating segments are the
same as those described in the summary of significant
accounting policies on pages 139 to 147 of the Group
accounts. The Group evaluates segmental information on
the basis of profit or loss from operations before adjusting
items, share-based payments, interest and income tax
expense. The segmental results that are reported to the
Executive members of the Company’s Board and Chief
Operating Officer include items directly attributable to
a segment, as well as those that can be allocated on a
reasonable basis.
The internal reporting provided to the Executive members
of the Company’s Board and the Chief Operating Officer
for the purpose of resource allocation and assessment
of Group performance is based upon the regional
performance of where the customer is based and where
the products are delivered. In addition to the operating
divisions, a Central division exists to capture all of the
corporate costs incurred in supporting the operations.
Unallocated central costs represent corporate costs that
are not directly attributable to the manufacture and sale
of the Group’s products, but which support the Group in
its operations. Included within this division are the costs
incurred by the Executive management team and the
corporate head office.
147
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Financials
Governance
Strategic
Business overview
Notes to the Consolidated Financial Statements continued
For the 52 weeks ended 31 March 2024 (52 weeks ended 2 April 2023)
3. Segment information continued
The following is an analysis of the Group’s revenues and results by reportable segment.
52 weeks to 31 March 2024
52 weeks to 2 April 2023
Revenue
$’m
Profit/(loss)
$’m
Revenue
$’m
Profit/(loss)
$’m
North America
372.3
32.8
339.8
30.9
Asia
185.1
13.9
171.4
12.5
Europe
355.4
52.9
211.6
31.5
Unallocated Central costs
–
(9.9)
–
(7.6)
Divisional results before share-based payments and adjusting
items
912.8
89.7
722.8
67.3
Adjusting items (see note 4)
(19.5)
(9.8)
Share-based payment charge (see note 29)
(6.3)
(3.7)
Operating profit
63.9
53.8
Share of net profit from associates
3.2
1.1
Finance income (see note 5)
1.3
0.4
Finance costs (see note 6)
(16.8)
(9.5)
Profit before taxation
51.6
45.8
Taxation (see note 10)
(11.4)
(8.4)
Profit after taxation
40.2
37.4
The adjusting items charge of $19.5m (2023: $9.8m) was split $2.8m (2023: $4.8m) to North America, $14.5m (2023: $3.7m) to
Europe, a $0.2m in Asia (2023: $0.3m) and $2.0m (2023: $1.0m) to Central.
The segmental profit represents the profit earned from customers based in each region before the allocation of central
operating expenses, adjusting items, share-based payments, finance income, finance costs and income tax expense. This is
the measure reported to the Executive members of the Company’s Board and the Chief Operating Officer for the purpose
of resource allocation and assessment of performance. The divisional profits above are shown after the following charges for
depreciation and amortisation of non-acquired intangibles:
Depreciation and amortisation
2024
$’m
2023
$’m
North America
8.9
6.7
Asia
4.4
3.4
Europe
8.5
4.2
Central
0.1
–
21.9
14.3
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Volex plc Annual Report and Accounts for the year ended 2024
148
3. Segment information continued
Information about major customers
One (2023: one) of the Group’s customers individually accounts for more than 10% of total Group revenue. Revenue from this
customer is reported in North America, is within the Electric Vehicle sector, and accounts for 11.4% (2023: 15.8%).
Geographical information
The Group’s revenue from external customers and information about its non-current assets (excluding deferred tax assets)
by geographical location are provided below:
Revenue
Non-current assets
2024
$’m
2023
$’m
2024
$’m
2023
$’m
North America
372.3
339.8
53.0
51.4
Asia
185.1
171.4
72.3
59.0
Europe
355.4
211.6
270.0
103.6
912.8
722.8
395.3
214.0
Revenue is attributed to countries on the basis of the geographical location of the customer and delivery of the product.
Revenue and non-current assets attributable to the United Kingdom was $145.3m (2023: $133.0m) and $18.3m (2023: $18.8m)
respectively.
4. Adjusting items and share-based payments
2024
$’m
2023
$’m
Acquisition-related costs
3.8
1.3
Acquisition-related remuneration
1.6
0.9
Adjustment to fair value of contingent consideration
(1.3)
(1.3)
Cyber incident costs
2.0
–
Amortisation of acquired intangibles
13.4
8.9
Total adjusting items
19.5
9.8
Share-based payments (see note 29)
6.3
3.7
Total adjusting items and share-based payments before tax
25.8
13.5
Tax effect of adjusting items and share-based payments (see note 10)
(4.5)
(2.3)
Total adjusting items and share-based payments after tax
21.3
11.2
Adjusting items include costs that are one-off in nature and significant as well as the non-cash amortisation of acquired
intangible assets. The adjusting items and share-based payments are included under the statutory classification
appropriate to their nature but are separately disclosed on the face of the income statement to assist in understanding the
underlying financial performance of the Group.
Acquisition-related costs of $3.8m (2022: $1.3m) consist of legal and professional fees relating to potential and completed
acquisitions. The acquisition-related costs associated with acquisitions completed during the year relate to the acquisition
of Murat Ticaret Kablo Sanayi A.Ş. (‘Murat Ticaret’) ($3.7m). The remaining acquisition costs relate to other potential
acquisitions that have been, or are being, pursued.
During the prior year, the $1.3m of acquisition-related costs consisted of legal and professional fees associated with the
acquisitions of Review Display Systems (‘RDS’) ($0.2m), Murat Ticaret ($0.6m) and inYantra Technologies Pvt Ltd (‘inYantra’)
($0.1m), with the remainder relating to other potential acquisitions that have been, or are being, pursued.
The adjustment to the fair value of contingent consideration relates to the final remeasurement of contingent
consideration on the acquisition of De-Ka Elektroteknik Sanayi ve Ticaret Anonim Şirketi (‘DE-KA’).
Associated with the acquisitions, the Group has recognised certain intangible assets, including customer relationships
and customer order backlogs. The amortisation of these intangibles is non-cash and totals $13.4m (2023: $8.9m) for the
period. The increase from the prior year is primarily caused by the amortisation of the intangibles recognised as a result of
the Murat Ticaret acquisition. This was partially offset by previously acquired customer relationships and customer order
backlogs being fully amortised during the period.
In October 2023, the Group experienced a cyber incident. Costs associated with the recovery and remediation of
systems were $2.0m.
Acquisition-related remuneration consists of additional payments due in relation to post-acquisition performance, to meet
ongoing service conditions associated with the acquisitions of RDS and Murat Ticaret. For both acquisitions, the post-
acquisition performance period is up to two years.
149
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Financials
Governance
Strategic
Business overview
Notes to the Consolidated Financial Statements continued
For the 52 weeks ended 31 March 2024 (52 weeks ended 2 April 2023)
5. Finance income
2024
$’m
2023
$’m
Lease interest income
–
0.1
Interest on bank deposits
1.3
0.1
Interest on preference shares
–
0.2
1.3
0.4
Finance income earned on financial assets was derived from preference shares, bank deposits and the sublease of a
property. No other gains or losses have been recognised in respect of receivables held at amortised cost other than those
disclosed above, and impairment losses recognised in respect of trade receivables (see note 18).
6. Finance costs
Notes
2024
$’m
2023
$’m
Interest on bank overdrafts and loans
11.2
6.4
Lease interest payable
27
2.7
1.7
Net interest expense on defined benefit obligations
30
0.7
0.3
Unwinding of deferred consideration
1.4
0.4
Other finance costs
0.1
–
Total interest costs
16.1
8.8
Amortisation of debt issue costs
27
0.7
0.7
Total finance costs
16.8
9.5
No gains or losses have been recognised on financial liabilities measured at amortised cost (including bank overdrafts and
loans) other than those disclosed above.
In February 2023, the Group exercised the first of two one-year extension options. The debt issue costs being amortised in
the year relate to that facility agreement.
7. Profit for the period
Profit for the period has been arrived at after (crediting)/charging:
Notes
2024
$’m
2023
$’m
Net foreign exchange loss/(gain)
2.3
(0.6)
Research and development costs
7
4.4
5.2
Depreciation of property, plant and equipment
14
12.3
8.2
Depreciation of right-of-use assets
15
7.4
4.8
Amortisation of intangible assets
13
15.6
10.2
Cost of inventories recognised as an expense
515.9
436.3
Write-down of inventories recognised as an expense
8.4
2.9
Reversal of write-downs of inventories recognised in the period
(1.6)
–
Staff costs
9
199.2
140.9
Impairment loss recognised on trade receivables
18
1.2
0.6
Reversal of impairment losses recognised on trade receivables
18
–
(0.1)
Loss on disposal of property, plant and equipment
–
0.1
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
150
7. Profit for the period continued
Research and development costs disclosed above comprise the following:
2024
$’m
2023
$’m
Employment costs
2.5
2.4
Raw materials and consultancy
1.7
2.7
Other
0.2
0.1
4.4
5.2
In addition to the above, during the current period, $3.3m development costs were capitalised (2023: $3.7m).
Reconciliation of operating profit to underlying EBITDA (earnings before interest, tax, depreciation and amortisation,
adjusting items and share-based payment charge):
2024
$’m
2023
$’m
Operating profit
63.9
53.8
Add back:
Adjusting items (note 4)
19.5
9.8
Share-based payment charge (note 4)
6.3
3.7
Underlying operating profit
89.7
67.3
Depreciation of property, plant and equipment (note 14)
12.3
8.2
Depreciation of right-of-use assets (note 15)
7.4
4.8
Amortisation of intangible assets not acquired in a business combination (note 13)
2.2
1.3
Underlying EBITDA
111.6
81.6
8. Auditors’ remuneration
The analysis of auditors’ remuneration is as follows:
2024
$’m
2023
$’m
Fees payable to the Company’s auditors for the audit of the Company’s annual financial
statements
0.8
0.6
Fees payable to the Company’s auditors and their associates for other audit services to the Group
– the audit of the Company’s subsidiaries pursuant to legislation
0.6
0.5
Total audit fees
1.4
1.1
Other non-audit services
–
–
Total non-audit fees
–
–
151
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Financials
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Notes to the Consolidated Financial Statements continued
For the 52 weeks ended 31 March 2024 (52 weeks ended 2 April 2023)
9. Staff costs
The average monthly number of employees (including Executive Directors) was:
2024
No.
2023
No.
Production
9,286
6,271
Sales and distribution
693
626
Administration
841
536
10,820
7,433
Their aggregate remuneration comprised:
2024
$’m
2023
$’m
Wages and salaries
167.7
119.8
Social security costs
23.1
16.9
Share-based payment charge (note 29)
6.3
3.7
Other pension costs (note 30)
2.1
0.5
199.2
140.9
Remuneration of key management – Directors of the parent Company
2024
$’m
2023
$’m
Short-term employee benefits
2.3
1.9
Social security costs
0.9
0.2
Post-employment benefits
0.1
0.1
Share-based payment charge
2.9
2.6
6.2
4.8
10. Taxation
2024
2023
Before
adjusting
items
$’m
Adjusting
items and
share-based
payments
$’m
Total
$’m
Before
adjusting
items
$’m
Adjusting
items and
share-based
payments
$’m
Total
$’m
Current tax – expense for the period
(18.3)
1.3
(17.0)
(14.7)
0.2
(14.5)
Current tax – adjustment in respect of
previous periods
(0.1)
–
(0.1)
0.1
–
0.1
Total current tax expense
(18.4)
1.3
(17.1)
(14.6)
0.2
(14.4)
Deferred tax – credit for the period
2.5
3.2
5.7
4.5
2.1
6.6
Deferred tax – adjustment in respect
of previous periods
–
–
–
(0.6)
–
(0.6)
Total deferred tax credit (note 21)
2.5
3.2
5.7
3.9
2.1
6.0
Income tax expense
(15.9)
4.5
(11.4)
(10.7)
2.3
(8.4)
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
152
10. Taxation continued
UK corporation tax is calculated at the standard rate of 25% (2023: 19%) of the estimated assessable profit for the period.
Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions.
The Group’s effective tax rate for the period of 22.1% (2023: 18.3%) is lower (2023: lower) than the standard rate of corporation
tax in the UK and can be reconciled to the profit before tax per the income statement as follows:
2024
2023
Before
adjusting
items
$’m
Adjusting
items and
share-based
payments
$’m
Total
$’m
Before
adjusting
items
$’m
Adjusting
items and
share-based
payments
$’m
Total
$’m
Profit before tax
77.4
(25.8)
51.6
59.3
(13.5)
45.8
Tax at the UK corporation tax rate
(19.4)
6.5
(12.9)
(11.3)
2.6
(8.7)
Tax effect of:
Expenses that are not deductible
and income that is not taxable in
determining taxable profit
(1.7)
(0.6)
(2.3)
(1.0)
(0.8)
(1.8)
Incentives and reduced rate regimes
3.4
–
3.4
0.9
–
0.9
Foreign exchange and inflation
on entities with different tax and
functional currencies
0.1
–
0.1
(1.9)
–
(1.9)
Adjustment in respect of previous
periods
(0.1)
–
(0.1)
(0.5)
–
(0.5)
Changes to tax rates
(0.2)
(1.2)
(1.4)
(0.4)
0.1
(0.3)
Overseas tax rate differences
1.6
(0.2)
1.4
(0.7)
0.2
(0.5)
Current year tax losses and other
items not recognised
(0.2)
–
(0.2)
(1.5)
–
(1.5)
Recognition of previously
unrecognised deferred tax assets
0.7
–
0.7
5.8
0.2
6.0
Derecognition of previously
recognised deferred tax assets
(0.1)
–
(0.1)
(0.1)
–
(0.1)
Income tax expense
(15.9)
4.5
(11.4)
(10.7)
2.3
(8.4)
Included in the non-deductible tax items is a net increase to the Group’s estimated exposure arising from uncertain tax
positions of $0.7m (2023: decrease of $0.6m).
The benefits from incentives and reduced rate regimes primarily arise from R&D and investment incentives and corporate
tax rate reductions in respect of export activities.
A deferred tax credit of $0.7m (2023: $6.0m) arose due to the recognition of additional deferred tax assets, primarily relating
to historical tax losses, following management’s updated assessment of the probability of future taxable profits arising in
certain jurisdictions (see note 21).
The income tax credit reported directly in equity of $0.8m (2023: expense of $0.4m) relates to share-based payments and
consists of a current tax credit of $0.7m (2023: $0.7m) and a deferred tax credit of $0.1m (2023: expense of $1.1m).
On 20 June 2023, Finance (No.2) Act 2023 was substantively enacted in the UK, implementing the OECD’s Pillar Two model
rules and introducing a global minimum effective tax rate of 15% for large groups for financial years beginning on or after
31 December 2023. Taxation balances are adjusted for a change in tax law if the change has been substantively enacted by
the balance sheet date. However, the amendments to IAS 12 ‘Income Taxes’ issued by the IASB provide an exemption from
the requirement to recognise and disclose deferred taxes arising from enacted or substantively enacted tax law relating to
Pillar Two taxes.
Based on an initial analysis of the current year financial data, most territories in which the Group operates are expected to
qualify for one of the safe harbour exemptions such that top-up taxes should not apply. In territories where this is not the
case there is the potential for Pillar Two taxes to apply, but these are not expected to be material. The Group continues to
refine this assessment and analyse the future consequences of these rules.
153
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Financials
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Strategic
Business overview
Notes to the Consolidated Financial Statements continued
For the 52 weeks ended 31 March 2024 (52 weeks ended 2 April 2023)
11. Earnings per ordinary share
The calculation of the basic and diluted earnings per share is based on the following data:
Notes
2024
$’m
2023
$’m
Profit for the purpose of basic and diluted earnings per share being net profit
attributable to owners of the parent
39.3
36.8
Adjustments for:
Adjusting items
4
19.5
9.8
Share-based payment charge
29
6.3
3.7
Tax effect of adjusting items and share-based payments
10
(4.5)
(2.3)
Underlying earnings
60.6
48.0
2024
No. shares
2023
No. shares
Weighted average number of ordinary shares for the purpose of basic earnings per share
179,909,482
158,681,078
Effect of dilutive potential ordinary shares/share options
3,421,442
7,896,423
Weighted average number of ordinary shares for the purpose of diluted earnings per share
183,330,924
166,577,501
Basic earnings per share
2024
cents
2023
cents
Basic earnings per share
21.8
23.2
Adjustments for:
Adjusting items
10.9
6.1
Share-based payment charge
3.5
2.3
Tax effect of adjusting items and share-based payments
(2.5)
(1.4)
Underlying basic earnings per share
33.7
30.2
Diluted earnings per share
2024
cents
2023
cents
Diluted earnings per share
21.4
22.1
Adjustments for:
Adjusting items
10.6
5.9
Share-based payment charge
3.4
2.2
Tax effect of adjusting items and share-based payments
(2.4)
(1.4)
Underlying diluted earnings per share
33.0
28.8
The underlying earnings per share has been calculated on the basis of profit before adjusting items and share-based
payments, net of tax. The Directors consider that this calculation gives a better understanding of the Group’s earnings per
share in the current and prior periods.
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
154
12. Goodwill
2024
$’m
2023
$’m
Cost
At the beginning of the period
84.6
85.4
Business combinations (note 35)
39.3
1.5
Exchange differences
(0.1)
(2.3)
At the end of the period
123.8
84.6
Accumulated impairment losses
At the beginning of the period
2.3
2.5
Exchange differences
0.1
(0.2)
At the end of the period
2.4
2.3
Carrying amount at the end of the period
121.4
82.3
Carrying amount at the beginning of the period
82.3
82.9
Goodwill acquired in a business combination is allocated, at acquisition, to the business units that are expected to benefit
from that business combination. After recognition of impairment losses and exchange differences, the carrying amount of
goodwill has been allocated to the following CGUs:
2024
$’m
2023
$’m
DE-KA
37.0
37.2
GTK
9.7
9.5
Irvine
3.8
3.8
inYantra
9.0
9.1
Prodamex
2.9
2.9
Terminal & Cable (‘TC’)
1.5
1.5
Servatron
7.6
7.6
Silcotec
4.0
4.0
Murat Ticaret
39.3
–
MC Electronics
1.0
1.0
Volex Asia
1.6
1.6
Volex North America
1.9
1.9
Volex Europe
0.4
0.5
RDS
1.7
1.7
121.4
82.3
Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to individual cash-generating units
or aggregated cash-generating units (together ‘CGU’), which are deemed to be the smallest identifiable group of assets
generating independent cash flows. Goodwill is not amortised and is retranslated each year at the prevailing rate. The
Group annually tests goodwill for impairment, or more frequently, if there are indications that goodwill might be impaired.
The recoverable amount of goodwill is determined from value-in-use calculations.
The key assumptions used in the value-in-use calculations are those regarding the discount rates, forecast revenue, costs
growth. Management estimates discount rates using pre-tax rates based on the weighted average cost of capital for a
market participant and the risks specific to the business unit. Forecast revenue is based upon forecast customer sales
initiatives, new product development, marketing strategy and industry growth rates. Management has considered the
impact of climate change on goodwill impairment, including the increased costs of delivering on our ESG strategy and
the increased opportunity for green products, such as Electric Vehicles. Based on the information currently available,
management do not believe climate change to have a material impact on the assessment of goodwill impairment.
155
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Financials
Governance
Strategic
Business overview
Notes to the Consolidated Financial Statements continued
For the 52 weeks ended 31 March 2024 (52 weeks ended 2 April 2023)
12. Goodwill continued
The Group prepared a cash flow forecast derived from the most recently approved annual budget, which has been
extrapolated over a five-year period. This assumes levels of revenue and profits based on both past performance and
expectations for future market development for the CGU. Cash flows beyond the five-year period are extrapolated in
perpetuity using growth rates specific to each CGU, which were within a range of 2–8% (2023: 3%) in line with long-term
market expectations.
The rates used to discount the forecast cash flows for the CGUs were within a range of a pre-tax discount rate of 7.2–17.4%
(2023: 10.9–13.6%). On a post-tax basis, a discount rate of 6.0–15.0% would have been applied.
There has been no goodwill impairment charge recognised in 2024 (2023: nil).
For any CGU with limited headroom, management has performed a sensitivity analysis on each key assumption (revenue
growth, pre-tax discount rate and long-term growth rate), keeping all other assumptions constant. One CGU, TC, has been
considered as part of the sensitivity analysis. We have disclosed the sensitivity analysis below. The results in the table show
the amounts by which the related assumptions would have to vary such that the carrying value of the CGU equals their
recoverable amount.
Carrying
value of
CGU
Headroom
Revenue growth
Pre-tax discount rate
Long-term growth rate
$’m
$’m
Assumption
Sensitivity
Assumption
Sensitivity
Assumption
Sensitivity
TC
8.6
3.9
11.6%
(31.1%)
9.7%
+2.4%
2.1%
(3.4%)
Whilst management believes the assumptions are realistic, it is possible that an impairment charge would be identified if
the key assumptions above changed significantly.
13. Other intangible assets
Group
Patents
$’m
Capitalised
development
costs
$’m
Software and
licences
$’m
Customer
contracts
and
relationships
$’m
Total
$’m
Cost
At 3 April 2022
1.2
5.9
4.9
65.3
77.3
Business combinations
–
–
–
1.8
1.8
Additions
–
3.7
0.2
–
3.9
Disposals
–
–
(0.2)
–
(0.2)
Exchange differences
(0.1)
(0.1)
(0.1)
(1.1)
(1.4)
At 2 April 2023
1.1
9.5
4.8
66.0
81.4
Business combinations (note 35)
–
–
0.3
101.6
101.9
Additions
–
3.3
0.8
–
4.1
Exchange differences
0.1
–
–
(0.5)
(0.4)
At 31 March 2024
1.2
12.8
5.9
167.1
187.0
Accumulated amortisation and impairment
At 3 April 2022
1.2
3.2
3.3
22.6
30.3
Amortisation charge for the period
–
0.9
0.4
8.9
10.2
Disposals
–
–
(0.2)
–
(0.2)
Exchange differences
(0.1)
(0.1)
(0.1)
(0.4)
(0.7)
At 2 April 2023
1.1
4.0
3.4
31.1
39.6
Amortisation charge for the period
–
1.6
0.6
13.4
15.6
Exchange differences
0.1
–
–
–
0.1
At 31 March 2024
1.2
5.6
4.0
44.5
55.3
Carrying amount
At 31 March 2024
–
7.2
1.9
122.6
131.7
At 2 April 2023
–
5.5
1.4
34.9
41.8
At 3 April 2022
–
2.7
1.6
42.7
47.0
Computer software is amortised over the estimated useful life, not exceeding five years. The amortisation charge for the
period is fully expensed within operating expenses.
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
156
13. Other intangible assets continued
Customer contracts and relationships relate to customer-related intangible assets acquired as part of a business
combination. They are recognised at their fair value at the date of acquisition and are subsequently amortised on a straight-
line basis on the timing of projected cash flows of the contracts and relationships over their estimated useful lives. More
details on business combinations are included in note 35.
Customer contracts and relationships include individually significant customer-related assets. The carrying value of these as
at 31 March 2024 are:
Acquisition
Region
Customer
Relationship
($’m)
Remaining
Useful
life (years)
DE-KA
Europe
17.9
11.9
Irvine
North America
4.2
7.0
Murat Ticaret
Europe
93.9
15.0
At the prior period end, the significant customer-related assets related to DE-KA ($19.5m), with a remaining useful economic
life of 12.9 years. The net book value of customer relationships in Irvine was $4.8m with a remaining useful economic life of
8.0 years. Murat Ticaret was acquired in this period.
14. Property, plant and equipment
Group
Freehold land
and buildings
$’m
Leasehold
improvements
$’m
Plant and
machinery
$’m
Assets under
construction
$’m
Total
$’m
Cost
At 3 April 2022
8.2
15.6
60.5
4.0
88.3
Additions
0.4
1.6
7.4
6.2
15.6
Business combination
–
–
0.1
–
0.1
Disposals
–
–
(2.5)
–
(2.5)
Transferred to completed assets
–
–
4.8
(4.8)
–
Exchange differences
(0.3)
(0.1)
(0.7)
–
(1.1)
At 2 April 2023
8.3
17.1
69.6
5.4
100.4
Additions
0.3
0.6
10.9
16.2
28.0
Business combination (note 35)
9.9
0.1
14.7
1.6
26.3
Disposals
–
–
(5.4)
–
(5.4)
Transferred to completed assets
0.9
(0.2)
5.3
(6.0)
–
Exchange differences
(0.1)
0.2
(0.1)
0.2
0.2
At 31 March 2024
19.3
17.8
95.0
17.4
149.5
Accumulated depreciation and impairment
At 3 April 2022
0.9
5.9
38.1
–
44.9
Depreciation charge for the period
0.3
1.1
6.8
–
8.2
Disposals
–
–
(2.4)
–
(2.4)
Exchange differences
–
–
(0.4)
–
(0.4)
At 2 April 2023
1.2
7.0
42.1
–
50.3
Depreciation charge for the period
0.4
1.7
10.2
–
12.3
Disposals
–
–
(5.0)
–
(5.0)
Exchange differences
–
–
0.1
–
0.1
At 31 March 2024
1.6
8.7
47.4
–
57.7
Carrying amount
At 31 March 2024
17.7
9.1
47.6
17.4
91.8
At 2 April 2023
7.1
10.1
27.5
5.4
50.1
At 3 April 2022
7.3
9.7
22.4
4.0
43.4
At 31 March 2024, the Group had $2.6m (2023: $3.7m) contractual commitments for the acquisition of property, plant and
equipment.
157
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Financials
Governance
Strategic
Business overview
Notes to the Consolidated Financial Statements continued
For the 52 weeks ended 31 March 2024 (52 weeks ended 2 April 2023)
14. Property, plant and equipment continued
Of the $12.3m (2023: $8.2m) depreciation charge for the period, $11.0m (2023: $7.3m) was expensed through cost of sales and
$1.3m (2023: $0.9m) was expensed through operating expenses. Depreciation of property, plant and equipment that is used
in production activities is expensed through cost of sales.
15. Right-of-use assets
Buildings
$’m
Equipment
$’m
Vehicles
$’m
Total
$’m
Cost
At 3 April 2022
25.3
1.3
0.9
27.5
Additions
8.9
8.7
0.2
17.8
Business combination
2.0
–
0.1
2.1
Disposals and remeasurements
(0.6)
–
–
(0.6)
Exchange differences
0.1
0.1
–
0.2
At 2 April 2023
35.7
10.1
1.2
47.0
Additions
5.4
–
1.2
6.6
Business combination (note 35)
6.3
0.1
0.2
6.6
Disposals and remeasurements
(1.9)
(1.1)
(0.3)
(3.3)
Exchange differences
1.0
–
(0.3)
0.7
At 31 March 2024
46.5
9.1
2.0
57.6
Accumulated depreciation and impairment
At 3 April 2022
6.9
0.8
0.4
8.1
Depreciation charge for the period
4.1
0.5
0.2
4.8
Disposals and remeasurements
(0.6)
–
–
(0.6)
Exchange differences
0.2
–
–
0.2
At 2 April 2023
10.6
1.3
0.6
12.5
Depreciation charge for the period
5.6
1.3
0.5
7.4
Disposals and remeasurements
(0.3)
(0.7)
(0.2)
(1.2)
Exchange differences
0.6
–
(0.1)
0.5
At 31 March 2024
16.5
1.9
0.8
19.2
Carrying amount
At 31 March 2024
30.0
7.2
1.2
38.4
At 2 April 2023
25.1
8.8
0.6
34.5
At 3 April 2022
18.4
0.5
0.5
19.4
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
158
16. Interests in associates
Where the Group has the power to participate in (but not control) the financial and operating policy decisions of another
entity, it is classified as an associate. The Group uses the equity method, where the Group’s share of post-acquisition profits
and losses are recognised in the consolidated statement of comprehensive income (except for losses in excess of the
Group’s investment in the associate unless there is an obligation to make good those losses).
2024
$’m
2023
$’m
Investment in associates:
Kepler SignalTek Ltd
8.1
2.6
8.1
2.6
Kepler SignalTek Ltd
In April 2023, the Group increased its shareholding in Kepler SignalTek Ltd (a company incorporated in Hong Kong) to 35.7%.
The Group paid $2.3m for the additional 8.3% of shares acquired. The company is focused on developing interconnect and
finished device solutions for medical OEM customers and also provides high-performance data transmission and industrial
cable assemblies from their facilities in China and Indonesia. As part of the shareholder agreement, Volex is entitled to
appoint one of the three directors to the company.
Summarised financial information in respect of Kepler SignalTek Ltd is set out below. The summarised information below
represents amounts before intra-group eliminations.
Summarised statement of financial position
2024
$’m
2023
$’m
Current assets
22.9
12.9
Non-current assets
2.6
2.3
Current liabilities
(7.5)
(6.0)
Non-current liabilities
–
–
Net assets
18.0
9.2
A reconciliation of the above summarised financial information to the carrying amount of the interests in the consolidated
financial statements is set out below:
Reconciliation to the carrying amounts
2024
$’m
2023
$’m
Net assets of the associate
18.0
9.2
Proportion of the Group
35.7%
27.4%
Carrying amount of the Group’s interest in Kepler SignalTek Ltd
6.4
2.5
Goodwill
1.7
0.1
Carrying amount
8.1
2.6
During the period, Kepler SignalTek Ltd redeemed $0.9m (2023: $0.4m) of the preference shares owned by Volex (see
note 18).
Summarised statement of comprehensive income
2024
$’m
2023
$’m
Revenue
38.7
20.7
Profit for the period
9.0
4.1
Other comprehensive income for the period
(0.1)
0.1
Total comprehensive income for the period
8.9
4.2
159
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Financials
Governance
Strategic
Business overview
Notes to the Consolidated Financial Statements continued
For the 52 weeks ended 31 March 2024 (52 weeks ended 2 April 2023)
17. Inventories
2024
$’m
2023
$’m
Raw materials
102.1
71.1
Work in progress
17.7
7.7
Finished goods
54.5
41.7
174.3
120.5
18. Trade and other receivables
Trade receivables
2024
$’m
2023
$’m
Amounts receivable for the sale of goods
193.7
139.2
Loss allowance
(6.1)
(3.0)
187.6
136.2
Other receivables
Other receivables
20.6
11.8
Net investment in sublease
–
0.5
Preference shares due from related parties
0.3
1.7
Prepayments
4.5
3.5
25.4
17.5
Due for settlement within 12 months
23.4
15.7
Due for settlement after 12 months
2.0
1.8
25.4
17.5
The carrying amounts of the trade receivables include certain receivables which are subject to a factoring arrangement.
Under this arrangement, Volex has transferred the relevant receivables to the factor in exchange for cash and is prevented
from selling or pledging the receivables. However, Volex has retained late payment and credit risk. Where there is recourse,
the Group continues to recognise the transferred assets in their entirety in its balance sheet. The amount repayable
under the factoring agreement is presented as secured borrowing. The Group considers that the held-to-collect business
model remains appropriate for these receivables and, hence, continues measuring them at amortised cost. Where there is
non-recourse, the receivable is de-recognised upon receipt of the cash.
The Directors consider that the carrying amount of trade and other receivables approximates their fair value.
Other receivables comprises recoverable sales taxes, supplier deposits and other operating debtors.
One (2023: one) of the Group’s customers individually accounts for more than 10% of total Group revenue. The largest
customer operates in the Electric Vehicles sector and accounts for 11.4% (2023: 15.8%) of total Group revenue. Other than
this customer, the Group has no significant concentration of credit risk, with exposure spread over a large number of
counterparties and customers. At 31 March 2024, the largest customer represented 12% of the net trade receivables
(2023: 17%).
The average credit period taken on sales of goods is 72 days (2023: 73 days). An allowance has been made for estimated
irrecoverable amounts from the sale of goods. This allowance has been determined by reference to the expected credit loss,
which includes consideration of past default experience, an analysis of the counterparty’s current financial position, the
current economic environment and potential losses.
Included in trade receivables are receivables with a carrying value of $15.9m (2023: $16.5m) for the Group, which are past due
at the reporting date for which no provision has been made as there has not been a significant change in credit quality and
the amounts are still considered recoverable. The Group does not hold any collateral over these balances.
Ageing of past due but not impaired receivables
2024
$’m
2023
$’m
0–60 days
13.1
14.4
60–90 days
1.8
1.1
90–120 days
0.6
0.7
120+ days
0.4
0.3
15.9
16.5
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
160
18. Trade and other receivables continued
Movement in the allowance for doubtful debts
2024
$’m
2023
$’m
Balance at the beginning of the period
3.0
2.4
Amounts acquired on business combination
2.0
0.1
Amounts written off during the period
(0.1)
(0.6)
Amounts recovered during the period
–
(0.1)
Increase in allowance recognised in profit or loss
1.3
1.2
Exchange differences
(0.1)
–
Balance at the end of the period
6.1
3.0
In determining the recoverability of trade receivables, the Group considers any change in the credit quality of the trade
receivable from the date credit was initially granted up to the reporting date. With the exception of the one customer noted
above (2023: one customer), the concentration of credit risk is limited due to the customer base being large and unrelated.
Given the current economic uncertainty associated with various global events, the Directors have considered the impact
upon IFRS 9 and the Group’s provision matrix. After consideration of historical loss rates, organic growth rates, the
acquisition and the movement in credit scores observed for a range of customers, the expected credit loss provision has
been adjusted to $6.1m (2023: $3.0m).
Ageing of impaired trade receivables
2024
$’m
2023
$’m
Current
1.3
1.1
0–60 days
0.4
0.6
60–90 days
0.1
–
90–120 days
1.2
0.2
120+ days
3.1
1.1
6.1
3.0
19. Borrowings and lease liabilities
2024
$’m
2023
$’m
Secured borrowings at amortised cost
Bank overdrafts
1.0
1.8
Bank loans
145.4
89.6
Lease liabilities
37.4
34.8
Total borrowings at amortised cost
183.8
126.2
Amount due for settlement within 12 months
24.6
17.4
Amount due for settlement after 12 months
159.2
108.8
183.8
126.2
The bank loans are secured by a floating charge over the assets of key subsidiaries of Volex plc. The overdraft is secured by a
floating charge over the assets of the relevant business unit.
At 31 March 2024, unamortised debt issue costs of $1.5m (2023: $1.9m) are included within bank loans.
Lease liabilities are effectively secured as the rights to the leased assets recognised in the financial statements (see note 15)
revert to the lessor in the event of default.
The total cash outflow for leases is $11.6m (2023: $7.5m) comprising lease repayments of $8.9m (2023: $5.8m) and $2.7m
(2023: $1.7m) of interest on leases. Interest on lease liabilities is shown in note 6 and the maturity of lease liabilities is shown
in note 31.
161
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Financials
Governance
Strategic
Business overview
Notes to the Consolidated Financial Statements continued
For the 52 weeks ended 31 March 2024 (52 weeks ended 2 April 2023)
19. Borrowings and lease liabilities continued
The Group has outstanding commitments under short-term and low-value leases, which fall due as follows:
2024
$’m
2023
$’m
In less than one year
0.7
0.5
The weighted average interest rates paid on the Group’s borrowings during the period were as follows:
2024
%
2023
%
Bank loans and overdrafts
5.8
5.2
At the year end, the Group has a $240m committed facility (the ‘facility’) together with an additional $60m uncommitted
accordion (the ‘accordion’). This financing arrangement is supported by a consortium that comprises HSBC UK Bank plc,
Citibank, N.A. London branch, Barclays Bank PLC, Fifth Third Bank, National Association and UniCredit Bank AG, London
branch. Within the framework of the Group’s banking structure, floating charges are placed on certain subsidiaries and
their assets. The accordion feature provides further capacity for potential future acquisitions. This facility comprises a $165m
revolving credit facility and a $75m term loan. The borrowing is secured by fixed and floating charges over the assets of
certain Group companies. As at the year end, these totalled $251.0m (2023: $226.5m).
The terms of the facility require the Group to perform quarterly financial covenant calculations with respect to leverage
(adjusted total debt to adjusted rolling 12-month EBITDA) and interest cover (adjusted rolling 12-month EBITDA to adjusted
rolling 12-month interest). A breach of these covenants could result in cancellation of the facility. The Group was compliant
with these covenants during the period and remains compliant in the period subsequent to the period end.
During the period, $0.3m of professional fees were incurred due to the exercise of $40m of the accordion, raising the
committed facility from $200m to $240m. All $0.3m of this was paid to the syndicate. During the prior period, $0.5m was
capitalised in relation to the exercising of the first of two one-year options. These professional fees are being charged to the
income statement on a straight-line basis over the facility term.
At 31 March 2024, the facility incurred interest at a margin of 2.1% (2023: 2.1%) above the applicable rate, typically SOFR.
Also, drawn under the facilities, and not included above, are guarantees and letters of credit amounts to $0.1m (2023: $0.7m).
Drawings under the facilities were made in various currencies. Total borrowings for the Group at 31 March 2024 can be
analysed by currency as follows:
2024
$’m
2023
$’m
USD
122.0
91.5
EUR
21.6
–
TRY
2.0
–
MKD
1.3
–
146.9
91.5
Less: debt issue costs (note 27)
(1.5)
(1.9)
145.4
89.6
Undrawn borrowing facilities
At 31 March 2024, the Group had undrawn committed borrowing facilities available of $96.4m (2023: $107.8m).
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
162
20. Trade and other payables
Trade payables
2024
$’m
2023
$’m
Trade payables
133.1
84.4
Other payables
Other taxes and social security
7.9
5.4
Other payables, accruals and deferred income
120.4
61.2
128.3
66.6
Due for settlement within 12 months
101.4
65.2
Due for settlement after 12 months
26.9
1.4
128.3
66.6
Trade payables and accruals principally comprise amounts outstanding for trade purchases and ongoing costs. The
Directors consider that the carrying amount of trade and other payables approximates to their fair value.
Included in accruals and deferred income is $47.6m (2023: $3.5m) relating to deferred and contingent consideration for
acquisitions.
21. Deferred tax
The following are the major deferred tax assets and liabilities recognised by the Group and movements thereon during the
current and prior reporting periods.
Tax
losses
$’m
Intangible
assets
$’m
Property,
plant and
equipment
$’m
Share-based
payments
$’m
Unremitted
earnings
$’m
Other
temporary
differences1
$’m
Total
$’m
At 3 April 2022
10.2
(7.1)
0.9
2.9
(0.9)
7.6
13.6
Acquisitions
–
(0.4)
–
–
–
–
(0.4)
Credit/(expense) to
income statement
5.1
1.5
(1.0)
(0.1)
(0.7)
1.2
6.0
Expense to other
comprehensive income
–
–
–
–
–
(0.1)
(0.1)
Expense directly to
equity
–
–
–
(1.1)
–
–
(1.1)
Exchange differences
(0.4)
0.2
–
(0.1)
–
–
(0.3)
At 2 April 2023
14.9
(5.8)
(0.1)
1.6
(1.6)
8.7
17.7
Acquisitions (note 35)
–
(25.5)
(2.3)
–
(0.2)
1.9
(26.1)
(Expense)/credit to
income statement
(1.8)
2.2
0.7
0.8
0.1
3.7
5.7
Expense to other
comprehensive income
–
–
–
–
–
(0.1)
(0.1)
Credit directly to equity
–
–
–
0.1
–
–
0.1
Exchange differences
0.3
0.1
–
–
–
–
0.4
At 31 March 2024
13.4
(29.0)
(1.7)
2.5
(1.7)
14.2
(2.3)
1
Other temporary differences includes deferred tax assets on lease liabilities of $7.8m (2023: $6.1m) and accruals, provisions and other payables of $6.3m
(2023: $3.9m), offset by deferred tax liabilities on right-of-use assets of $7.5m (2023: $6.1m). The remaining $7.6m (2023: $4.8m) includes individually immaterial
amounts relating to derivative financial instruments, retirement benefit obligations, inventories, trade receivables and finance costs.
Certain deferred tax assets and liabilities have been offset. The following is the analysis of the deferred tax balances (after
offset) for financial reporting purposes:
2024
$’m
2023
$’m
Deferred tax assets
25.9
24.6
Deferred tax liabilities
(28.2)
(6.9)
(2.3)
17.7
163
www.volex.com
Financials
Governance
Strategic
Business overview
Notes to the Consolidated Financial Statements continued
For the 52 weeks ended 31 March 2024 (52 weeks ended 2 April 2023)
21. Deferred tax continued
At the balance sheet date, the Group had unused tax losses of $84.0m (2023: $89.2m) available for offset against future
profits. No deferred tax asset has been recognised in respect of $27.4m (2023: $28.8m) of these losses.
Included in the unrecognised tax losses are losses of $11.4m (2023: $17.3m) that cannot be carried forward indefinitely. Of this
amount, $7.3m (2023: $7.5m) expires during the next five accounting periods.
The carrying amount of deferred tax assets is reviewed at each reporting date and recognised to the extent that it is
probable that there are sufficient taxable profits to allow all or part to be recovered. In assessing the probability of recovery,
the five-year cash flow forecast that has been used for goodwill impairment testing was used as a basis for determining the
probable taxable profits arising in each relevant jurisdiction. Refer to note 2.c) for the key sources of estimation uncertainty
in making this assessment.
At the reporting date, a deferred tax liability of $1.7m (2023: $1.6m) has been recognised relating to the unremitted earnings
of overseas subsidiaries. The temporary differences represent only the unremitted earnings of those overseas subsidiaries
where remittance to the UK of those earnings may still result in a tax liability, principally as a result of dividend withholding
taxes levied by the overseas tax jurisdictions in which those subsidiaries operate. No deferred tax liability is recognised on
temporary differences of $88.2m (2023: $64.2m) on unremitted earnings of subsidiaries as the Group is able to control the
reversal of these temporary differences and it is probable that they will not reverse in the foreseeable future.
Deferred tax assets and liabilities are measured at the tax rate expected to apply in the period in which the asset is realised
or the liability is settled.
22. Provisions
Property
$’m
Restructuring
$’m
Other
$’m
Total
$’m
At 3 April 2022
0.3
0.6
1.6
2.5
Credit in the period
–
–
(0.6)
(0.6)
Utilisation of provision
–
(0.6)
(0.1)
(0.7)
Amounts acquired on business combination
0.1
–
–
0.1
Exchange differences
–
–
–
–
At 3 April 2023
0.4
–
0.9
1.3
Additional provisions in the period
0.2
–
–
0.2
Utilisation of provision
–
–
–
–
Amounts acquired on business combination (see note 35)
0.5
–
1.9
2.4
Exchange differences
–
–
–
–
At 31 March 2024
1.1
–
2.8
3.9
Current liabilities
0.1
–
2.8
2.9
Non-current liabilities
1.0
–
–
1.0
Property
As part of the acquisition of Murat Ticaret, the Group recognised a dilapidations provision of $0.6m associated with the
acquired manufacturing sites.
Restructuring
During March 2022, the Group commenced the closure of its Ta Hsing factory in China with production being transferred
to other sites within the Group. Following the communication to all those involved, a restructuring provision of $0.5m
was made to cover the redundancy and other associated exit costs. The closure was completed in the prior year and the
provision was fully utilised.
Other
The Group has a provision of $1.0m (2023: $0.9m) to cover potential costs of recall or warranty claims for products which are
in the field but where a specific issue has not been reported. Other provisions include the Directors’ best estimate, based
upon past experience, of the Group’s liability under specific product warranties and legal claims. The timing of the cash
outflows with respect to these claims is uncertain. As part of the acquisition of Murat Ticaret, the Group recognised a $1.9m
liability associated with employment and other claims.
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
164
23. Share capital and share premium account
Ordinary
shares of
£0.25 each
Number
Par
value
$’m
Share
premium
$’m
Total
$’m
Allotted, called up and fully paid:
At 3 April 2022
158,718,709
62.5
60.9
123.4
Issue of new shares – Scrip dividend1
388,376
0.2
(0.2)
–
At 2 April 2023
159,107,085
62.7
60.7
123.4
Issue of new shares – Scrip dividend1
692,267
0.2
(0.2)
–
Equity raise
21,818,181
6.7
1.5
8.2
At 31 March 2024
181,617,533
69.6
62.0
131.6
1
Shareholders were able to elect to receive ordinary shares in place of the final dividend of 2.6p per ordinary share (in relation to year ended 2 April 2023) and the
interim dividend of 1.4p (in relation to the current year) under the terms of the Company’s scrip dividend scheme. This resulted in the issue of 478,491 and 213,776
new fully paid ordinary shares respectively (2023: 377,615 and 10,761).
On 22 June 2023, the Group completed an equity raise to raise finances for the completion of the acquisition of Murat
Ticaret. The Group issued 21,818,181 new ordinary shares of 25 pence each, comprising the ‘Placing Shares’ and the ‘Retail
Offer Shares’ (together, the ‘equity raise’). The shares were issued at a price of 275 pence per share, representing a discount
of 3.8% to the closing share price of 286 pence per share on 21 June 2023. In aggregate, the equity raise represented gross
proceeds of £60.0m ($74.0m) and net proceeds of £58.6m ($72.3m).
The 21,304,186 Placing Shares were issued for non-cash consideration by way of a ‘cash box’ structure. This involved a newly
incorporated subsidiary of the company (‘Cash Box’). This structure involved the issue of ordinary and preference shares by
Cash Box to one of the brokers advising the company in respect of the equity raise. These preference and ordinary shares
were subsequently acquired by the company and the preference shares were redeemed by Cash Box. The acquisition by
the company of the ordinary shares in Cash Box held by the broker resulted in the company securing over 90% of the equity
share capital of Cash Box. The company was therefore able to rely on Section 612 of the Companies Act 2006, which provides
relief from the requirements under Section 610 of the Companies Act 2006 to create a share premium account. Therefore,
no share premium was recorded in relation to the Placing Shares.
The premium over the nominal value of the Placing Shares was recognised in retained earnings. Certain Directors of the
company participated in the equity raise via the Placing Shares, subscribing for (in aggregate) 5,461,088 Placing Shares.
Retail investors were able to participate in the equity raise on the same terms as institutional investors via the retail offer,
which was available through a number of intermediaries. A total of 513,995 Retail Offer Shares were issued and share
premium of $1.5m was recognised.
The holders of ordinary shares are entitled to receive dividends as declared and are entitled to one vote per share at
meetings of the Company. The Company does not have any other authorised share capital.
165
www.volex.com
Financials
Governance
Strategic
Business overview
Notes to the Consolidated Financial Statements continued
For the 52 weeks ended 31 March 2024 (52 weeks ended 2 April 2023)
23. Share capital and share premium account continued
Under the terms of the Group’s various share schemes, the following rights to subscribe for ordinary shares are outstanding:
Number of shares
Date of grant
Option price (p)
Exercise period
2024
2023
Performance Share Plan
31 March 2016
25
March 2019 – March 2026
140,737
140,737
1 December 2016
25
December 2019 – December 2026
223,505
223,505
1 December 2017
25
December 2020 – December 2027
200,000
200,000
11 December 2018
25
December 2021 – December 2028
395,000
545,000
24 March 2019
25
March 2022 – March 2029
150,000
150,000
Long Term Incentive Plan
10 September 2019
–
September 2022 – September 2029
1,580,000
1,920,000
1 December 2019
–
December 2022 – December 2029
270,000
305,000
11 December 2020
–
December 2023 – December 2030
566,000
941,000
7 December 2021
–
December 2024 – December 2031
922,925
941,925
21 December 2022
–
December 2027 – December 2032
1,852,500
1,852,500
21 December 2022
–
December 2028 – December 2032
1,852,500
1,852,500
2 January 2023
–
December 2025 – December 2032
414,500
424,500
5 December 2023
–
December 2027 – December 2033
50,000
–
5 December 2023
–
December 2028 – December 2033
100,000
–
5 December 2023
–
December 2026 – December 2033
398,400
–
Deferred Bonus Plan
26 August 2022
–
August 2023
–
68,678
9,116,067
9,565,345
For further details of the Group’s share option schemes, see note 29.
Under the FY2024 deferred share bonus plan, shares may be awarded to the executive management team in lieu of a cash
bonus. These will be issued in accordance with the terms of the deferred share bonus plan.
24. Own shares and non-distributable reserves
Own shares
2024
$’m
2023
$’m
At the beginning of the period
1.0
0.2
Purchase of shares
9.1
5.0
Sale of shares
(5.8)
(4.2)
At end of the period
4.3
1.0
The own shares reserve represents both the cost of shares in the Company purchased in the market and the nominal
share capital of shares in the Company issued to The Volex Group PLC Employees’ Share Trust to satisfy future share option
exercises under the Group’s share option schemes (see note 29).
The number of ordinary shares held by The Volex Group PLC Employees’ Share Trust at 31 March 2024 was 1,047,529
(2023: 233,978). The market value of the shares as at 31 March 2024 was $3.8m (2023: $0.6m).
Unless, and until, the Company notifies a trustee of The Volex Group PLC Employees’ Share Trust, in respect to shares held
in the Trust in which a beneficial interest has not vested, rights to dividends in respect to the shares held in the Trust are
waived.
During the year, 1,524,813 (2023: 1,242,155) shares were utilised on the exercise of share awards. During the year, the Company
purchased 2,338,364 shares (2023: 1,422,928) at a cost of $9.1m (2023: $5.0m) and issued zero new shares to the Trust
(2023: nil).
In December 2013, The Volex Group PLC Employees’ Share Trust sold 3,378,582 shares at £1.16 per share to the open market.
The average price of shares held by the Trust at the time was £0.70 with a number of the shares having been issued by Volex
plc to the Trust at nominal value. In accordance with the Accounting Standards, the difference between the sales price of
£1.16 and the average share price of £0.70 was recorded as a non-distributable reserve, giving rise to the $2.5m
non-distributable reserve balance.
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
166
25. Non-controlling interest
The Group has non-controlling interests due to 51% ownership of inYantra and minority interests in certain subsidiaries
of Murat Ticaret. inYantra is a company incorporated in India. A 51% equity stake was acquired on 30 March 2022.
Non-controlling interests hold a 49% interest. Summarised financial information in respect of inYantra is set out below.
The summarised information below represents amounts before intra-group eliminations.
Summarised statement of financial position
2024
$’m
2023
$’m
Current assets
14.3
7.6
Non-current assets
14.0
13.4
Current liabilities
(9.7)
(4.6)
Non-current liabilities
(1.4)
(0.7)
Net assets
17.2
15.7
Equity attributable to non-controlling interests
8.1
7.4
Summarised statement of comprehensive income
2024
$’m
2023
$’m
Revenue
36.8
28.2
Profit for the period
1.7
1.1
Other comprehensive expense for the period
(0.1)
(1.2)
Total comprehensive expense for the period
1.6
(0.1)
Summarised cash flow
2024
$’m
2023
$’m
Net cash generated/(used) in operating activities
1.6
(1.7)
Net cash used in investing activities
(1.2)
(1.3)
Net cash generated from financing activities
0.6
–
Net increase/(decrease) in cash and cash equivalents
1.0
(3.0)
A number of subsidiaries of Murat Ticaret have non-controlling interests and their share of net assets is $0.3m, with less
than $0.1m of profit for the period.
26. Dividends
Dividends
2024
Total
$’m
Settled
via scrip
$’m
Dividend
per ordinary
share
(p)
2023
Total
$’m
Settled
via scrip
$’m
Dividend
per ordinary
share
(p)
Declared during the financial period:
Final – period ended 2 April 2023
6.1
1.8
2.6p
–
–
–
Interim – period ended 31 March 2024
3.2
0.8
1.4p
–
–
–
Final – period ended 3 April 2022
–
–
–
4.6
1.4
2.4p
Interim – period ended 2 April 2023
–
–
–
2.5
–
1.3p
9.3
2.6
7.1
1.4
The proposed final dividend of 2.8p per ordinary share based on the number of issued ordinary shares at 31 March 2024 is
subject to approval by shareholders at the Annual General Meeting and has not been included as a liability in these financial
statements. Based on shares in issue at 31 March 2024, this would equate to a final dividend of $6.4m.
167
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Financials
Governance
Strategic
Business overview
Notes to the Consolidated Financial Statements continued
For the 52 weeks ended 31 March 2024 (52 weeks ended 2 April 2023)
27. Analysis of net debt
Cash
and cash
equivalents
$’m
Bank
loans
$’m
Factoring
$’m
Lease
liabilities
$’m
Debt issue
costs
$’m
Total
$’m
At 3 April 2022
25.9
(101.8)
(0.7)
(20.9)
2.2
(95.3)
Business combination
0.4
(0.7)
–
(2.1)
–
(2.4)
Cash flow
(5.9)
10.3
0.7
7.5
0.5
13.1
New leases and remeasurements
–
–
–
(17.8)
–
(17.8)
Interest
–
–
–
(1.7)
–
(1.7)
Exchange differences
0.3
0.7
–
0.2
(0.1)
1.1
Amortisation of debt issue costs
–
–
–
–
(0.7)
(0.7)
At 2 April 2023
20.7
(91.5)
–
(34.8)
1.9
(103.7)
Business combination (note 35)
15.8
(4.1)
–
(6.6)
–
5.1
Cash flow
(9.3)
(50.9)
–
11.6
0.3
(48.3)
New leases and remeasurements
–
–
–
(5.1)
–
(5.1)
Interest
–
(0.2)
–
(2.7)
–
(2.9)
Exchange differences
1.6
(0.2)
–
0.2
–
1.6
Amortisation of debt issue costs
–
–
–
–
(0.7)
(0.7)
At 31 March 2024
28.8
(146.9)
–
(37.4)
1.5
(154.0)
Debt issue costs relate to bank facility arrangement fees. In August 2023 the Group extended the facility by $40m, thereby
increasing the facility to $240m. The $0.3m of costs associated with the extension request were capitalised. During the prior
year, $0.5m of costs associated with a one-year extension request was capitalised.
The Group recognised a lease liability of $6.6m on the acquisition of Murat Ticaret. During the period, the Group also
expanded or renewed a number of factory leases across Asia and Europe. New leases entered into during the prior period
primarily relate to expansions and renewals of factory leases across multiple sites ($8.8m), and investment in surface mount
technology in North America ($8.7m).
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
168
28. Notes to the statement of cash flows
2024
$’m
2023
$’m
Profit for the period
40.2
37.4
Adjustments for:
Finance income (note 5)
(1.3)
(0.4)
Finance costs (note 6)
16.8
9.5
Income tax expense (note 10)
11.4
8.4
Share of net profit from associates
(3.2)
(1.1)
Depreciation of property, plant and equipment (note 14)
12.3
8.2
Depreciation of right-of-use assets (note 15)
7.4
4.8
Amortisation of intangible assets (note 13)
15.6
10.2
Loss on disposal of property, plant and equipment
–
0.1
Share-based payment charge (note 29)
6.3
3.7
Contingent consideration adjustments (note 4)
(1.3)
(1.3)
Decrease in provisions
(1.5)
(1.1)
Operating cash flow before movement in working capital
102.7
78.4
Increase in inventories
(5.6)
(0.2)
Increase in receivables
(17.4)
(15.4)
Increase in payables
24.9
7.0
Movement in working capital
1.9
(8.6)
Cash generated from operations
104.6
69.8
Cash generated from operations before adjusting operating items
111.6
72.0
Cash used by adjusting operating items
(7.0)
(2.2)
Taxation paid
(14.9)
(7.9)
Interest paid
(11.4)
(6.2)
Net cash generated from operating activities
78.3
55.7
Cash and cash equivalents
2024
$’m
2023
$’m
Cash and bank balances
29.8
22.5
Bank overdrafts
(1.0)
(1.8)
28.8
20.7
Cash and cash equivalents comprise cash held by the Group and bank overdrafts. The carrying amount of these assets
approximates their fair value. Included within cash and cash equivalents is $nil (2023: $0.1m) held in trust, which can only be
used for Volex employees.
169
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Financials
Governance
Strategic
Business overview
Notes to the Consolidated Financial Statements continued
For the 52 weeks ended 31 March 2024 (52 weeks ended 2 April 2023)
29. Share-based payments
The Group has four equity-settled share-based payment arrangements in operation.
Long Term Incentive Plan (‘LTIP’)
The LTIP is a discretionary long-term incentive scheme for Executive Directors and senior managers. It provides for the
award of nominal value options, which vest after at least three years, subject to performance conditions. Options issued
under the LTIP are exercisable between three and ten years from the date of grant, subject to the continued employment
of the participant and achievement of performance targets. All awards under the LTIP are nil cost. Full details of how the
scheme operates are explained on page 116 of the Remuneration Committee Report.
Performance Share Plan (‘PSP’)
The PSP scheme was replaced by the Long Term Incentive Plan (‘LTIP’) during 2020. The PSP is a discretionary long-term
incentive scheme for Executive Directors and senior managers. It provides for the award of nominal value options which
vest after at least three years, subject to performance conditions. Options issued under the PSP are exercisable between
three and ten years from the date of grant, subject to the continued employment of the participant and achievement of
performance targets. All awards under the PSP have an exercise price of 25p, which is equivalent to the nominal value of the
underlying ordinary shares.
Deferred Bonus Plan (‘DBP’)
The DBP was for the executive management team. A percentage of any cash bonus was deferred to shares and held in trust
for a period, which was determined by the Remuneration Committee. The percentage of any cash bonus to be deferred was
at the discretion of the Remuneration Committee. The only vesting condition was continuing employment.
Acquisition Retention Awards (‘ARA’)
The ARA were used to incentivise and retain key employees in acquired businesses who are deemed to deliver a significant
contribution to the integration of the acquired business into the Group and have an important role in the continuing
success of the acquired business. These awards have vesting periods that are determined by the specific circumstances of
the acquisition and vest based on continued employment as well as performance measures that relate to the performance
of the Group or the acquired business. Awards consist of shares or the right to acquire shares for a nominal value.
Details of the share awards outstanding and the weighted average exercise price of those awards are as follows:
PSP
Number
LTIP
Number
DBP
Number
ARA
Number
Total
Number
Weighted
average
exercise
price (p)
Outstanding at 3 April 2022
2,065,103
4,712,925
97,011
966,666
7,841,705
6
Exercisable at the 3 April 2022
2,065,103
–
–
–
2,065,103
25
Outstanding at 4 April 2022
2,065,103
4,712,925
97,011
966,666
7,841,705
6
Granted during the period
–
4,395,361
68,678
–
4,464,039
–
Exercised during the period
(555,000)
(833,361)
(97,011)
–
(1,485,372)
(9)
Lapsed during the period
(250,861)
(37,500)
–
(966,666)
(1,255,027)
–
Outstanding at 2 April 2023
1,259,242
8,237,425
68,678
–
9,565,345
3
Exercisable at the 2 April 2023
1,259,242
2,225,000
–
–
3,484,242
9
Outstanding at 3 April 2023
1,259,242
8,237,425
68,678
–
9,565,345
3
Granted during the period
–
548,400
147,581
–
695,981
–
Exercised during the period
(150,000)
(730,000)
(216,259)
–
(1,096,259)
(3)
Lapsed during the period
–
(49,000)
–
–
(49,000)
–
Outstanding at 31 March 2024
1,109,242
8,006,825
–
–
9,116,067
3
Exercisable at the 31 March 2024
1,109,242
2,416,000
–
–
3,525,242
8
Included within the LTIP awards are 1,947,420 (2023: 3,097,500) options awarded to Directors and senior leadership, which
are subject to an additional multiplier effect, whereby the awards can double depending upon the performance of the
Volex share price relative to peers. Full details of how the scheme operates are explained on page 116 of the Remuneration
Committee Report. Of the share awards that lapsed during the period, 49,000 (2023: 288,361) lapsed in respect of leavers
and nil (2023: 966,666) lapsed due to failure to meet performance conditions.
The weighted average share price at the date of exercise of options exercised during the period was £3.10 (2023: £2.16).
The awards outstanding at 31 March 2024 had a weighted average remaining contractual life of seven years
(2023: seven years).
Of the 9,116,067 awards outstanding at 31 March 2024, 1,109,242 had an exercise price of £0.25 and 8,006,825 had an exercise
price of £nil.
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
170
29. Share-based payments continued
Of the 9,565,345 awards outstanding at 2 April 2023, 1,259,242 had an exercise price of £0.25 and 8,306,103 had an exercise
price of £nil.
The aggregate of the estimated fair values of the options granted during the period was $2.5m (2023: $11.5m).
Of the awards granted during the period, 147,581 were deferred bonus plan awards with an exercise price of £nil, a service
period of one year and no performance conditions. The remaining 548,400 awards were LTIP awards with a £nil exercise
price with a service period of three, five or six years with performance conditions based on the business performance linked
and total shareholder return.
The fair value of awards granted in the period was calculated at the date of grant using a Monte Carlo binomial model or a
Black–Scholes model, depending on the vesting criteria of each award. Market-based performance conditions are taken into
account in the calculation of the fair values. Valuation model inputs were as follows:
2024
LTIP
2023
LTIP
Weighted average share price
£2.79
£2.60
Weighted average exercise price
£nil
£nil
Expected volatility
46%
49%
Expected life (years)
3.7
5
Risk-free rate
4.2%
3.2%
Expected dividends
1.3%
1.4%
Expected volatility was determined with reference to the historical volatility of the Group’s share price over the previous
three years. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of
non-transferability, exercise restrictions and behavioural considerations.
During the period, the total expense recognised for share-based payment arrangements was as follows:
2024
$’m
2023
$’m
LTIP
5.0
4.2
DBP
0.5
0.4
ARA
–
(0.9)
Share-based payment charge
5.5
3.7
Employers’ tax charge in relation to share awards
0.8
–
6.3
3.7
171
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Financials
Governance
Strategic
Business overview
Notes to the Consolidated Financial Statements continued
For the 52 weeks ended 31 March 2024 (52 weeks ended 2 April 2023)
30. Retirement benefit obligations
Defined contribution schemes
The Group operates a number of defined contribution pension schemes. Contributions to the defined contribution
schemes are charged to the income statement as they fall due. The Group has no further obligations once the contributions
have been made.
The total cost charged to the Group’s income statement in the period was $1.1m (2023: $0.5m).
Defined benefit schemes
The Group operates defined benefit pension plans in a number of countries. The majority of benefit payments are from
trustee-administered funds; however, there are also a number of unfunded plans where the group meets the benefit
payment obligation as it falls due.
Amounts recognised in statement of financial position
Present value
of obligation
$’m
Fair value
of scheme
assets
$’m
Total
$’m
At 3 April 2022
(20.9)
17.5
(3.4)
Current service cost
(0.3)
–
(0.3)
Past service cost
0.2
–
0.2
Interest (expense)/income
(0.8)
0.5
(0.3)
Total amount recognised in income statement
(0.9)
0.5
(0.4)
Losses on assets in excess of interest
–
(4.0)
(4.0)
Experience gains on liabilities
(0.3)
–
(0.3)
Losses due to changes in financial assumptions
3.8
–
3.8
Total amount recognised in other comprehensive income
3.5
(4.0)
(0.5)
Exchange differences
1.2
(1.2)
–
Contributions from the sponsoring company
–
1.0
1.0
Benefits paid
1.1
(1.0)
0.1
At 2 April 2023
(16.0)
12.8
(3.2)
Current service cost
(0.8)
–
(0.8)
Termination cost
(0.2)
–
(0.2)
Interest (expense)/income
(1.4)
0.7
(0.7)
Total amount recognised in income statement
(2.4)
0.7
(1.7)
Losses on assets in excess of interest
–
(0.5)
(0.5)
Experience gains on liabilities
(1.6)
–
(1.6)
Losses due to changes in financial assumptions
1.6
–
1.6
Losses due to changes in demographic assumptions
0.3
–
0.3
Total amount recognised in other comprehensive income
0.3
(0.5)
(0.2)
Exchange differences
0.9
0.2
1.1
Contributions from the sponsoring company
Benefits paid
–
1.6
1.0
(0.9)
1.0
0.7
Acquired in business combination (see note 35)
(4.8)
–
(4.8)
At 31 March 2024
(20.4)
13.3
(7.1)
Volex Executive Pension Scheme
Volex plc (the ‘Company’) operates a defined benefit pension arrangement called the Volex Executive Pension Scheme (the
‘Scheme’). The Scheme provides benefits based on final salary and length of service on retirement, leaving service or death.
The Scheme is subject to the Statutory Funding Objective under the Pensions Act 2004. A valuation of the Scheme is
carried out at least once every three years to determine whether the Statutory Funding Objective is met. As part of the
process, the Company must agree with the Trustees of the Scheme the contributions to be paid to meet the Statutory
Funding Objective. The future contributions required to meet the Statutory Funding Objective do not currently affect the
balance sheet of the Scheme in these financial statements.
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
172
30. Retirement benefit obligations continued
The most recent comprehensive actuarial valuation of the Scheme was carried out as at 31 July 2022 and the next valuation
of the Scheme is due as at 31 July 2025. In the event that the valuation reveals a larger deficit than expected, the Company
may be required to increase contributions above those set out in the existing Schedule of Contributions. Conversely, if the
position is better than expected, it is possible that contributions may be reduced.
In accordance with the Schedule of Contributions dated September 2020 the Company has agreed to pay contributions of
£0.8m p.a. (payable in quarterly instalments) over the period to 31 January 2026.
At the period end, the Scheme was in surplus. The Group has an unconditional right to any surplus arising in the Scheme,
hence that surplus has been recognised in full. The Scheme does not have an asset ceiling.
The Scheme is managed by a Trustee Company, the Board of which is appointed in part by the Company and in part from
elections by members of the Scheme. The Trustees have responsibility for obtaining valuations of the fund, administering
benefit payments and investing the Scheme’s assets. The Trustee delegates some of these functions to their professional
advisers where appropriate.
The Scheme exposes the Company to a number of risks:
•
Investment risk. The Scheme holds investments in asset classes, such as equities, which have volatile market values
and while these assets are expected to provide the real returns over the long-term, the short-term volatility can cause
additional funding to be required if the deficit increases.
•
Interest rate risk. The Scheme’s liabilities are assessed using market yields on high quality corporate bonds to discount
the liabilities. As the Scheme holds assets such as equities, the value of the assets and liabilities may not move in the
same way.
•
Inflation risk. A significant proportion of the benefits under the Scheme are linked to inflation. Although the Scheme’s
assets are expected to provide a good hedge against inflation over the long term, movements over the short term could
lead to deficits emerging.
•
Mortality risk. In the event that members live longer than assumed deficits may emerge in the Scheme.
There were no plan amendments, curtailments or settlements during the period.
The key assumptions utilised are:
Valuation at
2024
2023
Discount rate
4.8%
4.7%
Future pension increases
2.9%
3.0%
Inflation assumption (RPI)
3.6%
3.6%
Inflation assumption (CPI)
3.1%
3.1%
The following mortality assumptions have been made:
2024
Years
2023
Years
Future life expectancy for a pensioner currently aged 65
– Male
22.1
22.6
– Female
23.8
24.2
Future life expectancy at age 65 for a non-pensioner currently aged 55
– Male
22.5
23.1
– Female
24.4
24.9
173
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Financials
Governance
Strategic
Business overview
Notes to the Consolidated Financial Statements continued
For the 52 weeks ended 31 March 2024 (52 weeks ended 2 April 2023)
30. Retirement benefit obligations continued
Significant actuarial assumptions for the determination of the defined benefit obligations are the discount rate, inflation
and life expectancy. The sensitivity analysis below has been determined based on reasonably possible changes of the
assumptions occurring at the end of the reporting period, assuming that all other assumptions are held constant:
Assumption
Change in assumption
Impact on scheme liabilities
Discount rate
Increase/decrease by 0.5%
($0.6m)/$0.6m
Inflation
Increase/decrease by 0.5%
$0.3m/($0.3m)
Life expectancy
Increase/decrease by 1 year
$0.5m/($0.4m)
In reality, one might expect interrelationships between the assumptions, especially between discount rate and inflation. The
above analysis does not take the effect of these interrelationships into account.
The Group has contributed $1.0m to the UK-defined benefit pension plan in the period ended 31 March 2024 (2023: $1.0m).
The average duration of the Scheme’s defined benefit obligation is approximately 10 years (2023: 10 years). The actual return
on scheme assets for the period was a gain of $0.2m (2023: loss of $3.5m).
The estimated amount of contributions expected to be paid to the Scheme during the 52 weeks to 30 March 2025 is $1.0m
(2023: $1.0m).
Assets
Asset category
2024
$’m
2023
$’m
Target return assets1
7.3
7.5
Corporate Bonds2
1.5
0.7
Liability Driven Investments1
4.0
3.9
Cash
0.5
0.7
Total
13.3
12.8
1
Targeted return and LDI – Dynamic Diversified Growth Fund and the Liability Driven Investment fund are pooled investment vehicles whereby the Scheme
purchases units in that fund, which are not quoted. The funds invest in a variety of assets including quoted/listed stocks and shares and bonds, which are valued
by the investment manager using the latest available prices. The Scheme itself is not directly the owner of these underlying assets.
2
Corporate bonds – This is also a pooled investment vehicle whereby the Scheme purchases units of the fund, which are not quoted. The fund invests in UK
investment grade corporate bonds with maturities in excess of 10 years. The fund is valued by the investment manager using the latest available prices and is
benchmarked against the iBoxx Sterling Non-Gilts Over 10 Year Index. The Scheme itself is not directly the owner of these underlying assets.
None of the fair values of the assets shown above include any of the Company’s own financial instruments or any property
occupied, or other assets used by the Company (2023: nil).
Pension schemes
The following table shows a breakdown of the defined benefit obligation and plan assets by country:
2024
2023
UK
$’m
Türkiye
$’m
Indonesia
$’m
Other
$’m
Total
$’m
UK
$’m
Türkiye
$’m
Indonesia
$’m
Other
$’m
Total
$’m
Fair value of scheme assets
13.3
–
–
–
13.3
12.8
–
–
–
12.8
Present value of defined
benefit obligations
(12.9)
(5.3)
(0.9)
(1.3)
(20.4)
(13.1)
(1.3)
(0.8)
(0.8)
(16.0)
0.4
(5.3)
(0.9)
(1.3)
(7.1)
(0.3)
(1.3)
(0.8)
(0.8)
(3.2)
Current liabilities
–
–
–
–
–
(0.3)
–
–
–
(0.3)
Non-current asset/(liabilities)
0.4
(5.3)
(0.9)
(1.3)
(7.1)
–
(1.3)
(0.8)
(0.8)
(2.9)
The Group operates unfunded defined benefit schemes in Türkiye, Indonesia, Mexico and India. During the prior year, $0.6m
of liability associated with Mexican operations was presented within other creditors.
Following the acquisition of Murat Ticaret in the period, an additional liability of $4.8m was recognised.
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
174
31. Financial instruments
Capital risk management
The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while
maximising the return to shareholders through the optimisation of the debt and equity balance.
The capital structure of the Group consists of debt, which includes the borrowings disclosed in note 19, cash and cash
equivalents and equity attributable to the owners of the parent, comprising issued capital, reserves and retained earnings
as contained in the statement of changes in equity.
The Board reviews the capital structure on a regular basis, including facility headroom, forecast working capital and capital
expenditure requirements.
The Group has a $240 million committed facility, together with an additional $60 million uncommitted accordion. The
facility comprises a $165 million revolving credit facility (‘RCF’) and a $75 million term loan. As at 31 March 2024, the term
loans of $75m were fully drawn and $68.6m (2023: $16.5m) was also utilised under the revolving credit facility. The Group also
operates a cashpool facility, which is denominated in a variety of currencies. As at 31 March 2024, there was a $1.0m overdraft
(2023: $1.7m). The average combined utilisation of the cashpool during the period was $0.3m (2023: $2.5m).
Included in note 19 is a description of undrawn facilities as at the reporting date.
The terms of the RCF require the Group to perform quarterly financial covenant calculations with respect to leverage
(adjusted total debt to adjusted rolling 12-month EBITDA) and interest cover (adjusted rolling 12-month EBITDA to adjusted
rolling 12-month interest). Breach of these covenants could result in cancellation of the facility. The Group was compliant
with these covenants during the year and has continued to operate within these covenants in the period from 31 March
2024 to the date of issue of these financial statements.
The Board is, therefore, confident that the combination of the above facility and the cash on hand at the end of the year
provides adequate liquidity headroom for the successful execution of the Group’s operations.
The Group is not subject to externally imposed capital requirements.
Financial instruments
The Group’s principal financial instruments comprise bank borrowings and overdrafts, cash and short-term deposits, trade
and other receivables and trade and other payables. The Group also enters into derivative transactions, principally forward
copper contracts to manage the commodity price risk arising from its operations and forward currency contracts to
manage the currency risks. Set out below is a comparison by category of carrying amounts and fair values of all the Group’s
financial instruments that are carried in the financial statements. Except as detailed below, the Directors consider that the
carrying amounts of the financial assets and financial liabilities recorded at amortised cost approximate their fair values.
Book value
2024
$’m
Book value
2023
$’m
Fair value
2024
$’m
Fair value
2023
$’m
Financial assets – loans and receivables
Cash
29.8
22.5
29.8
22.5
Trade and other receivables
193.8
136.2
193.8
136.2
Financial liabilities – amortised cost
Interest-bearing loans and borrowings
(146.4)
(91.4)
(147.9)
(93.3)
Lease liabilities
(37.4)
(34.8)
(37.4)
(34.8)
Trade and other payables
(222.1)
(107.6)
(222.1)
(107.6)
Financial derivatives for which hedge accounting
has been applied
Derivative financial instruments
2.1
1.8
2.1
1.8
Financial derivatives for which hedge accounting
has not been applied
Derivative financial instruments
–
–
–
–
The fair values of the financial derivatives above are categorised within Level 2 of the fair value hierarchy on the basis that
their fair value has been calculated by management using inputs that are observable in active markets that are related to
the individual asset or liability. Included within trade and other payables is contingent consideration, which is categorised as
Level 3 using inputs that are not based on observable market data.
175
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Financials
Governance
Strategic
Business overview
Notes to the Consolidated Financial Statements continued
For the 52 weeks ended 31 March 2024 (52 weeks ended 2 April 2023)
31. Financial instruments continued
Financial risk management
Activities related to financing, monitoring and managing the financial risks relating to the operations of the Group are
co-ordinated centrally. These risks include market risk (interest rate risk, currency risk and commodity price risk), credit risk
and liquidity risk.
The Group seeks to minimise these risks by using derivative financial instruments to hedge these risk exposures and
external borrowings denominated in currencies that match the net asset currency profile of the Group. The Board reviews
and agrees policies for managing these risks and they are summarised below. The Group also monitors the market price risk
arising from all financial instruments. It is, and has been throughout the periods under review, the Group’s policy that no
trading in financial instruments shall be undertaken.
Market risk
The Group’s activities expose it, primarily, to the financial risks of changes in interest rates, foreign currency exchange rates
and copper commodity prices.
Interest rate risk
The Group’s interest rate risk arises, principally, from borrowings issued at variable rates, which expose the Group to cash
flow interest rate risk. The Group holds 10% cumulative preference shares with its associate, Kepler SignalTek Ltd. The
following table sets out the carrying amount, by maturity, of the Group’s financial instruments that are exposed to interest
rate risk:
2024
Within
1 year
$’m
1–2
years
$’m
2–3
years
$’m
3–4
years
$’m
4–5
years
$’m
More than
5 years
$’m
Total
$’m
Fixed rate
Trade and other
receivables
0.3
–
–
–
–
–
0.3
Bank loans and
borrowings
(2.3)
(0.8)
(50.2)1
–
–
–
(53.3)
Floating rate
Cash assets
29.8
–
–
–
–
–
29.8
Bank loans and
borrowings
(1.0)
–
(93.6)
–
–
–
(94.6)
1
The Group facility expires in February 2026. The $50m interest rate swap expires in September 2025.
2023
Within
1 year
$’m
1–2
years
$’m
2–3
years
$’m
3–4
years
$’m
4–5
years
$’m
More than
5 years
$’m
Total
$’m
Fixed rate
Trade and other
receivables
1.7
–
–
–
–
–
1.7
Bank loans and
borrowings
–
–
(50.0)
–
–
–
(50.0)
Floating rate
Cash assets
22.5
–
–
–
–
–
22.5
Bank loans and
borrowings
(1.8)
–
(41.5)
–
–
–
(43.3)
Interest rate and sensitivity
The Group manages its exposure to interest rate risk by maintaining an appropriate mix between fixed and floating rate
borrowings. Hedging activities are evaluated regularly to align with interest rate views and defined risk appetite, ensuring
the most cost-effective hedging strategies are applied.
Management regularly reviews the interest rate risk exposure. The Group is exposed to floating rate interest on its RCF
borrowings at a margin of 2.1% (2023: 2.1%) above SOFR (2023: SOFR). In September 2022, an interest rate swap was entered
into following market evaluation, which has enabled the Group to fix the interest rate paid on a notional value of $50m.
Had interest rates moved 1% in the period, and all other variables were held constant, including the impact of the interest
rate swap, Group profit before tax would have moved by $1.1m (2023: $0.8m). A 1% interest rate sensitivity test has been
performed since this represents the Directors’ assessment of a reasonably possible change in interest rates.
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
176
31. Financial instruments continued
Foreign currency risk
The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures,
primarily with respect to the euro, Chinese renminbi and pound sterling. Foreign exchange risk arises from future
commercial transactions, recognised assets and liabilities and net investments in foreign operations.
The Group has certain investments in foreign operations, whose net assets are exposed to foreign currency translation risk.
The Group’s policy is to hedge its related translation exposures through the designation of certain amounts of its foreign
currency denominated debt as a hedging instrument.
The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities at the
reporting date are as follows:
Liabilities
Assets
2024
$’m
2023
$’m
2024
$’m
2023
$’m
US dollar
202.8
136.3
101.9
93.0
Euro
61.5
25.5
57.3
35.6
Chinese renminbi
33.2
19.7
17.6
19.9
Pound sterling
53.8
4.5
7.9
6.3
Indian rupee
7.6
5.1
7.9
3.2
Turkish Lira
3.1
0.2
29.4
4.9
Other
8.9
9.8
4.7
11.5
Foreign currency sensitivity
The following table details the Group’s sensitivity to a 10% increase and decrease in US dollar against the relevant foreign
currencies. The 10% rate used represents management’s assessment of the reasonably possible change in foreign exchange
rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their
translation at the period end for a 10% change in foreign currency rates. The sensitivity analysis includes both external
loans and loans to foreign operations within the Group where the denomination of the loan is in a currency other than the
currency of the lender or the borrower. A 10% change in foreign exchange rate sensitivity test has been performed since this
represents the Directors’ assessment of a reasonably possible change in foreign exchange rates.
Pound sterling impact
Euro impact
Chinese renminbi impact
2024
$’m
2023
$’m
2024
$’m
2023
$’m
2024
$’m
2023
$’m
10% depreciation of US dollar against
foreign currency
(i) Profit before tax
(4.5)
(2.0)
(0.2)
(0.3)
(2.1)
(1.1)
(ii) Equity*
13.6
2.8
5.9
1.0
–
–
10% appreciation of US dollar against
foreign currency
(i) Profit before tax
3.7
1.6
0.2
0.2
1.7
1.0
(ii) Equity*
(11.1)
(2.3)
(4.8)
(0.8)
–
–
(i) The main exposure impacting profit before tax is on pound sterling monetary liabilities in the Group at the
reporting date.
(ii) This is mainly attributable to changes in the carrying value of intercompany loans for which settlement is not planned
and external borrowing designated as a hedging instrument.
*
Excludes any deferred tax impact.
177
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Financials
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Business overview
Notes to the Consolidated Financial Statements continued
For the 52 weeks ended 31 March 2024 (52 weeks ended 2 April 2023)
31. Financial instruments continued
Copper commodity price risk
Copper price volatility is the single largest commodity price exposure facing the Group. Many of the Group’s products, in
particular power cords used to manufacture the Group’s power products, are manufactured from components that contain
significant amounts of copper. Where possible, the Group will pass on copper price movements to its customers. In order
to mitigate the remaining volatility associated with copper, the Group has entered into arrangements with its key suppliers
to purchase copper. Coupled with these purchases, the Group has entered into a number of contracts with financial
institutions, which are linked to the average copper price as published by the London Metal Exchange (‘LME’). These
contracts have been deemed cash flow hedges of forecast future copper purchases. At the reporting date, the open copper
contracts are as follows:
Copper cash flow hedges
Contracted copper price
2024
2023
Contracted
volume
(MT)
Fair value
$’m
Contracted
volume
(MT)
Fair value
$’m
$7,000–$7,500
–
–
125
0.1
$7,500–$8,000
315
0.1
40
–
$8,000–$8,500
19
–
392
–
$8,500–$9,000
55
–
–
–
$9,000–$9,500
–
–
100
–
389
0.1
657
0.1
All contracts expire within 12 months of 31 March 2024.
Liquidity risk
The Group manages liquidity risk by maintaining adequate banking facilities, regular monitoring of forecast and actual cash
flows and matching the maturity profiles of financial assets and liabilities. Included in note 19 is a description of undrawn
facilities as at the reporting date.
The following table analyses the Group’s financial liabilities into relevant maturity groupings to show the timing of cash
flows associated with the financial liabilities from the reporting date to the contracted maturity date. The amounts
disclosed represent the contracted undiscounted cash flows (based on the earliest date on which the Group may be
required to pay).
2024
Carrying
amount
$’m
Contractual
cash flows
$’m
Within
1 year
$’m
1–2
years
$’m
2–5
years
$’m
More than
5 years
$’m
Non-derivative financial liabilities
Trade and other payables
(222.1)
(222.1)
(195.3)
(20.4)
(0.3)
(6.1)
Bank overdrafts and loans
(146.4)
(147.9)
(3.6)
(0.5)
(143.8)
–
Lease liabilities
(37.4)
(50.3)
(20.5)
(13.9)
(12.4)
(3.5)
Derivative financial liabilities
Derivative financial instruments
(0.4)
(0.4)
(0.4)
–
–
–
2023
Carrying
amount
$’m
Contractual
cash flows
$’m
Within
1 year
$’m
1–2
years
$’m
2–5
years
$’m
More than
5 years
$’m
Non-derivative financial liabilities
Trade and other payables
(107.6)
(107.6)
(107.1)
(0.3)
(0.1)
(0.1)
Bank overdrafts and loans
(91.4)
(93.3)
(1.8)
–
(91.5)
–
Lease liabilities
(34.8)
(37.6)
(16.7)
(6.6)
(10.8)
(3.5)
Derivative financial liabilities
Derivative financial instruments
–
–
–
–
–
–
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
178
31. Financial instruments continued
Credit risk
The Group’s principal financial assets are bank balances and cash, trade and other receivables. Credit risk refers to the risk
that a counterparty will default on its contractual obligations resulting in financial loss to the Group.
Bank and cash balances comprise cash held by the Group and short-term bank deposits with an original maturity of three
months or less. The carrying amount of these assets approximates to their fair value. The credit risk on these assets is
limited because the counterparties are predominantly financial institutions with investment-grade credit ratings assigned
by international credit rating agencies.
The Group’s credit risk is, therefore, primarily attributable to its trade receivables. The Group’s customers are predominantly
large blue-chip OEMs, contract equipment manufacturers and distributors. The Group regularly reviews the
creditworthiness of significant customers and credit references are sought for major new customers where relevant. The
Board recognises that credit risk is a feature of all businesses, especially international businesses. However, it believes that
all reasonable steps to mitigate any loss are taken.
The net amount of trade receivables reflects the maximum credit exposure to the Group. No other guarantees or security
have been given. For further information on the credit risk associated with trade and other receivables, see note 18.
32. Contingent liabilities
As a global Group, subsidiary companies, in the normal course of business, engage in significant levels of cross-border
trading. The customs, duties and sales tax regulations associated with these transactions are complex and often subject to
interpretation. While the Group places considerable emphasis on compliance with such regulations, including appropriate
use of external legal advisers, full compliance with all customs, duty and sales, tax regulations cannot be guaranteed.
Through the normal course of business, the Group provides manufacturing warranties to its customers and assurances
that its products meet the required safety and testing standards. When the Group is notified that there is a fault with one
of its products, the Group will provide a rigorous review of the defective product and its associated manufacturing process
and, if found at fault and contractually liable, will provide for costs associated with recall and repair as well as rectify the
manufacturing process or seek recompense from its supplier. The Group holds a provision to cover potential costs of recall
or warranty claims for products which are in the field but where a specific issue has not been reported.
Where the Company enters into financial guarantee contracts to guarantee the indebtedness of other Group companies,
the Company considers these to be insurance arrangements and treats the guarantee contract as a contingent liability
until such time as it becomes probable that the Company will be required to make a payment under the guarantee. At the
period end, there were no outstanding guarantees (2023: none).
33. Related party transactions
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation
and are not disclosed in this section of the note.
The Group’s other related party transactions were the remuneration of key management personnel (refer to note 9). Details
of Directors’ remuneration for the period are provided in the Remuneration Committee Report on page 115. As explained
in note 16, during the period, the Group paid $2.3m for an additional 8.3% of equity in Kepler SignalTek Ltd, increasing
the shareholding to 35.7%. During the period, $0.9m of preference shares were repaid (2023: $0.4m). The Group accrued
financial income of $nil on the preference shares (2023: $0.2m), with $0.5m cash received (2023: nil). The balance due from
the associate as at the period end date was $0.3m (2023: $1.7m).
The Group also has a 43% interest in Volex-Jem Co. Ltd. The Group did not transact with the entity during the current or
prior periods. The balance due to the associate as at the period end date was $0.1m (2023: $0.1m).
34. Events after the balance sheet date
In June 2024 the Group completed a refinancing of its banking facilities, with an eight-bank club. An enlarged $600 million
facility replaced the Group’s existing $300 million multicurrency revolving credit facility. The new facility has an initial
four-year term, with an extension option for one additional year. It comprises a $400 million revolving credit facility and
an additional $200 million uncommitted accordion. The new facility is unsecured, with improved interest margins and an
improved net debt to underlying EBITDA covenant.
179
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Financials
Governance
Strategic
Business overview
Notes to the Consolidated Financial Statements continued
For the 52 weeks ended 31 March 2024 (52 weeks ended 2 April 2023)
35. Business combinations
Murat Ticaret Kablo A.Ş.
On 31 August 2023, the Group completed the acquisition of 100% of the share capital of Murat Ticaret Kablo A.Ş. (‘Murat
Ticaret’) a leading manufacturer of complex wire harnesses, headquartered in Türkiye. Murat Ticaret has a number of
subsidiaries which have minority interests. The acquisition expands the Group presence in the off-highway sector with
operations on three continents and nine manufacturing sites.
The purchase has been accounted for as a business combination. Details of the purchase consideration, the net assets
acquired and goodwill are as follows:
Provisional fair value of consideration transferred
$’m
Initial consideration
150.2
Deferred consideration
6.0
Contingent consideration
39.8
Total purchase consideration
196.0
Initial consideration includes initial cash of $150.1m and an estimated working capital adjustment payable of $0.1m. Deferred
consideration is the fair value of a €7.5m payment due in 2029.
The contingent consideration is dependent upon certain EBITDA targets being met post-acquisition over two one-year
measurement periods. The fair value above has been based on the probable outcome of each based upon the information
available at 31 March 2024. The maximum undiscounted contingent consideration payment across the two periods is
$43.1m (€40m).
In addition to these payments, a further $2.0m is payable upon certain service conditions being met over a two year period.
In accordance with IFRS 3, this is accounted for as remuneration rather than deferred or contingent considerations due to
the ongoing service conditions. An expense of $0.7m has been recorded in adjusting items related to this post-acquisition
performance.
An exercise has been conducted to assess the provisional fair values of assets acquired and liabilities assumed. This exercise
identified customer relationships and order backlog intangible assets. Property, plant and equipment were uplifted
following an external valuation. The provisional fair value amounts recognised in respect of the identifiable assets acquired
and liabilities assumed are set out in the table below:
Provisional
Fair Value
$’m
Identifiable intangible assets
101.9
Property, plant and equipment
26.3
Right-of-use asset
6.6
Inventories
47.4
Trade receivables
39.7
Cash
15.8
Other debtors and creditors
(9.3)
Trade payables
(27.5)
Provisions
(2.4)
Retirement benefit obligations
(4.8)
Loans
(4.1)
Lease liabilities
(6.6)
Deferred taxes
(26.1)
Total identifiable assets
156.9
Less non-controlling interest
(0.2)
Goodwill
39.3
Consideration
196.0
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
180
35. Business combinations continued
The fair value adjustments are provisional and will be finalised within 12 months of the acquisition date. Any resulting
changes in the fair values will have an impact on the acquisition accounting and will result in a reallocation between assets
and goodwill and a possible adjustment to the amortisation charge shown in the income statement. The non-controlling
interest has been initially measured at fair value.
The provisional goodwill balance recognised above includes certain intangible assets that cannot be separately identified
and measured due to their nature. This includes control over the acquired business, the skills and experience of the
assembled workforce and the anticipated synergies arising on integration. None of the goodwill recognised is expected to
be deductible for income tax purposes.
In FY2024, the Murat Ticaret businesses contributed $132.4m to Group revenue, $20.6m to adjusted operating profit and
$10.5m to operating profit. Associated acquisition-related costs of $3.7m, acquisition-related remuneration of $0.7m and
intangible asset amortisation of $7.4m have all been expensed as adjusting items in the period.
If these entities had been acquired at the beginning of the year, they would have contributed revenues of $216.7m and
operating profit of $24.6m to the results of the Group.
Net cash outflows in respect of acquisitions comprises:
Net cash outflow on acquisitions
$’m
Cash consideration
– Murat Ticaret
150.1
Total cash consideration
150.1
Less: cash and cash equivalents acquired
– Murat Ticaret
(15.8)
Net cash outflow for Murat Ticaret
134.3
Payment of deferred consideration
– DE-KA
2.2
Total cash outflow
136.5
181
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Financials
Governance
Strategic
Business overview
Company Statement of Financial Position
As at 31 March 2024 (2 April 2023)
Company
Notes
2024
£’m
2023
£’m
Non-current assets
Other intangible assets
4
0.2
0.1
Right-of-use assets
–
0.1
Investments
5
310.6
191.8
Derivative financial instruments
1.2
0.7
Retirement benefit asset
11
0.3
–
Deferred tax asset
10
8.0
10.2
320.3
202.9
Current assets
Inventories
6
3.1
4.5
Trade receivables
7
11.4
14.8
Other receivables
7
45.9
11.0
Derivative financial instruments
1.2
0.7
Cash and bank balances
1.1
0.1
62.7
31.1
Total assets
383.0
234.0
Current liabilities
Borrowings
–
1.7
Trade payables
9
0.2
0.3
Other payables
9
50.5
24.0
Lease liability
–
0.1
Derivative financial instruments
0.9
–
Retirement benefit obligation
11
–
0.3
51.6
26.4
Net current assets
11.1
4.7
Non-current liabilities
Borrowings
8
112.5
72.5
Other payables
9
26.9
2.8
139.4
75.3
Total liabilities
191.0
101.7
Net assets
192.0
132.3
Equity attributable to owners of the parent
Share capital
13
45.4
39.8
Share premium account
13
45.2
44.2
Hedging and translation reserve
(2.7)
(2.7)
Merger reserve
8.2
8.2
Retained earnings
95.9
42.8
Total equity
192.0
132.3
The notes on pages 184 to 196 are an integral part of these financial statements. The profit after tax for the period of
the Company amounted to £2.0m (2023: £9.8m). The financial statements of Volex plc (company number: 158956) were
approved by the Board of Directors and authorised for issue on 26 June 2024. They were signed on its behalf by:
Rothschild
Jon Boaden
Executive Chairman
Chief Financial Officer
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
182
Company Statement of Changes in Equity
For the 52 weeks ended 31 March 2024 (52 weeks ended 2 April 2023)
Notes
Share
capital
£’m
Share
premium
account
£’m
Hedging and
translation
reserve
£’m
Merger
reserve
£’m
Retained
earnings
£’m
Total
equity
£’m
Balance at 3 April 2022
39.7
44.3
(3.4)
8.2
35.9
124.7
Profit for the period
–
–
–
–
9.8
9.8
Other comprehensive income
for the period
–
–
0.7
–
–
0.7
Total comprehensive income
for the period
–
–
0.7
–
9.8
10.5
Dividend paid
14
–
–
–
–
(5.9)
(5.9)
Scrip dividend related share
issue
14
0.1
(0.1)
–
–
1.2
1.2
Credit to equity for equity-
settled share-based payments
–
–
–
–
1.9
1.9
Tax effect of share options
–
–
–
–
(0.1)
(0.1)
Balance at 2 April 2023
39.8
44.2
(2.7)
8.2
42.8
132.3
Profit for the period
–
–
–
–
2.0
2.0
Other comprehensive expense
for the period
–
–
–
–
(0.2)
(0.2)
Total comprehensive income
for the period
–
–
–
–
1.8
1.8
Equity raise
13
5.4
1.2
–
–
51.9
58.5
Dividend paid
14
–
–
–
–
(7.2)
(7.2)
Scrip dividend related share
issue
14
0.2
(0.2)
–
–
2.0
2.0
Credit to equity for equity-
settled share-based payments
–
–
–
–
4.0
4.0
Tax effect of share options
–
–
–
–
0.6
0.6
Balance at 31 March 2024
45.4
45.2
(2.7)
8.2
95.9
192.0
183
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Financials
Governance
Strategic
Business overview
Notes to the Company Financial Statements
For the 52 weeks ended 31 March 2024 (52 weeks ended 2 April 2023)
1. General information
Volex plc (the ‘Company’) is a company domiciled and
incorporated in the United Kingdom under the Companies
Act 2006 and is listed on AIM, a market on the London
Stock Exchange. The Company is a public company limited
by shares and is registered in England and Wales. The
address of the registered office is given on page 200.
The principal activities of the Company are the
manufacture and sale of power and data cables, and to act
as the ultimate holding company of the Volex Group.
2. Significant accounting policies
2.1 Basis of preparation
The significant accounting policies applied in the
presentation of these individual financial statements are
set out below. These policies have been applied consistently
to all the periods presented, unless otherwise stated.
The parent company financial statements are presented in
pound sterling, which is also the functional currency of the
Company.
The separate financial statements of the Company are
drawn up in accordance with the Companies Act 2006
and Financial Reporting Standard 101 ‘Reduced Disclosure
Framework’ (‘FRS 101’). The Company will continue to
prepare its financial statements in accordance with FRS
101 on an ongoing basis until such time as it notifies
shareholders of any change to its chosen accounting
framework.
The Company financial statements have been prepared
using the historical cost convention, as modified by the
revaluation of certain financial assets and financial liabilities
and in accordance with the UK Companies Act 2006.
The following exemptions available under FRS 101 have
been applied:
•
Paragraphs 45(b) and 46 to 52 of IFRS 2, ‘Share-based
Payment’ (details of the number and weighted-average
exercise prices of share options, and how the fair value
of goods or services received was determined);
•
IFRS 7 ‘Financial Instruments: Disclosures’;
•
Paragraph 91 to 99 of IFRS 13, ‘Fair value measurement’
(disclosure of valuation techniques and inputs used for
fair value measurement of assets and liabilities);
•
Paragraph 38 of IAS 1 ‘Presentation of financial
statements’ comparative information requirements in
respect of paragraph 79(a)(iv) of IAS 1;
•
Paragraph 118(e) of IAS 38, ‘Intangible assets’
(reconciliations between the carrying amount at the
beginning and end of the period).
The following paragraphs of IAS 1 ‘Presentation of financial
statements’:
–
10(d) (statement of cash flows);
–
16 (statement of compliance with all IFRS);
–
38A (requirement for minimum of two primary
statements, including cash flow statements);
–
38B–D (additional comparative information);
–
111 (cash flow statement information); and
–
134–136 (capital management disclosures).
•
IAS 7 ‘Statement of cash flows’;
•
Paragraph 30 and 31 of IAS 8 ‘Accounting policies,
changes in accounting estimates and errors’
(requirement for the disclosure of information when an
entity has not applied a new IFRS that has been issued
but is not yet effective);
•
The requirements in IAS 24 ‘Related party disclosures’
to disclose related party transactions entered into
between two or more members of a group; and
•
Paragraph 52, the second sentence of paragraph 89,
and paragraphs 90, 91 and 93 of IFRS 16 Leases.
The Company has elected to take the exemption under
section 408 of the Companies Act 2006 to not present the
parent Company statement of comprehensive income
(and separate income statement). The profit for the parent
Company for the period was £2.0m (2023: £9.8m).
There have been no new or amended accounting standards
or interpretations adopted during the year that have a
significant impact on the financial statements.
2.2 Going concern
The Company’s financial statements have been prepared
on the going concern basis, which contemplates the
continuity of normal business activity and the realisation
of assets and the settlement of liabilities in the normal
course of business. Refer to note 2 of the Group financial
statements on page 139 for further information on the
going concern assessment.
2.3 Revenue recognition
Revenue is recognised in accordance with the satisfaction
of performance obligations of contracts. The majority
of the Company’s contracts have just one performance
obligation, which is the delivery of goods, which under IFRS
15 ‘Revenue from contracts with customers’ is recognised
at a single point, on delivery or pick-up depending on the
agreed terms with the customer.
This is normally when control of the goods or services are
transferred to the customer at an amount that reflects the
consideration to which the Company expects to be entitled
in exchange for those goods or services.
The Company has concluded that it is the principal in its
revenue arrangements. Revenue is measured at the fair
value of the consideration received or receivable for goods
and services provided in the normal course of business,
net of discounts, VAT and other sales-related taxes. The
Company’s revenues are derived from Europe.
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
184
2. Significant accounting policies continued
2.4 Investments
Investments are stated at cost and reviewed for impairment
if there are indicators that the carrying value may not be
recoverable. An impairment loss is recognised to the extent
that the carrying amount cannot be recovered, either by
selling the asset or by continuing to hold the asset and
benefiting from the net present value of the future cash
flows of the investment. Where subsidiary undertakings
incur charges for share-based payments in respect of
share options and awards granted by the Company, a
capital contribution in the same amount is recognised
as an investment in subsidiary undertakings with a
corresponding credit to shareholders’ equity.
2.5 Property, plant and equipment
Property, plant and equipment are stated at cost less
accumulated depreciation and any recognised impairment
loss. Cost includes the original purchase price of the asset
and any further costs attributable to bringing the asset to
its working condition for its intended use.
Depreciation is recognised so as to write off the cost or
valuation of assets (other than freehold land, which is not
depreciated) less their residual values over their useful lives,
using the straight-line method on the following basis:
Freehold and long
leasehold buildings
Up to 50 years or period
of lease, if shorter
Plant and machinery
3 to 15 years
An item of property, plant and equipment is derecognised
upon disposal or when no future economic benefits are
expected to arise from the continued use of the asset.
The gain or loss arising on the disposal of an asset is
determined as the difference between the sales proceeds
and the carrying amount of the asset and is recognised in
income.
2.6 Intangible assets – computer software
and licences
Computer software is stated at cost less accumulated
depreciation and any recognised impairment loss. Acquired
computer software licences are capitalised on the basis of
the costs incurred to acquire and use the specific software.
These costs are included in the statement of financial
position within intangible assets and are amortised
straight-line over their estimated useful lives of between
three and seven years. Costs associated with maintaining
computer software are recognised as an expense as
incurred.
2.7 Leases
Upon commencement of a lease, a right-of-use asset
and corresponding liability are recognised. The liability
is, initially, measured at the present value of the future
lease payments for the lease term. The depreciation of the
right-of-use asset and interest on the lease liability will be
recognised in the income statement over the lease term.
Leases with terms less than 12 months or deemed low value
are not capitalised.
2.8 Inventories
Inventories are stated at the lower of cost and net
realisable value. Cost is determined using a standard cost
methodology and adjusted for material variances such
that the adjusted figure represents direct materials, direct
labour and an attributable proportion of manufacturing
overheads based on normal levels of activity. Net realisable
value is based on estimated selling price, less all estimated
costs of completion and costs to be incurred in marketing,
selling and distribution. A provision is made for obsolete,
slow moving or defective items where appropriate.
2.9 Trade and other receivables
For trade receivables, the Company applies the simplified
approach permitted by IFRS 9, resulting in trade receivables
recognised and carried at original invoice amount less an
allowance for any uncollectible amounts based on expected
credit losses. The Company assesses, on a forward-
looking basis, the expected credit losses associated with
its receivables carried at amortised cost. The impairment
methodology applied depends on whether there has been
a significant increase in credit risk.
2.10 Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits
held at call with banks with original maturities of three
months or less, and bank overdrafts. In the balance sheet,
bank overdrafts are shown within borrowings in current
liabilities. Where a cashpool facility is operated, the right-of-
offset is considered.
2.11 Borrowings
Interest-bearing loans and overdrafts are recognised,
initially, at fair value, net of transaction costs incurred.
Subsequent to initial recognition, borrowings are measured
at amortised cost, using the effective interest rate method.
2.12 Trade payables
Trade payables are obligations to pay for goods or services
that have been acquired in the ordinary course of business
from suppliers. Accounts payable are classified as current
liabilities if payment is due within one year or less. If not,
they are presented as non-current liabilities. Trade payables
are recognised, initially, at fair value and, subsequently,
measured at amortised cost using the effective interest
method.
2.13 Derivative financial instruments
Derivatives are, initially, recognised at fair value on the date
a derivative contract is entered into and are, subsequently,
remeasured to their fair value at each reporting date.
The resulting gain or loss is recognised in profit or loss
immediately.
A derivative is classified as a non-current asset or a non-
current liability if the remaining maturity of the instrument
is more than 12 months and it is not expected to be realised
or settled within 12 months. Other derivatives are presented
as current assets or current liabilities.
Further details of derivative financial instruments
are disclosed in note 31 to the consolidated financial
statements.
185
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Financials
Governance
Strategic
Business overview
Notes to the Company Financial Statements continued
For the 52 weeks ended 31 March 2024 (52 weeks ended 2 April 2023)
2. Significant accounting policies continued
2.14 Taxation
The tax expense for the period comprises current and
deferred tax. Tax is recognised in the income statement,
except to the extent that it relates to items recognised in
other comprehensive income or directly in equity. In this
case, the tax is recognised in other comprehensive income
or directly in equity, respectively.
The tax currently payable is based on taxable profit for
the period. Taxable profit differs from profit as reported
in the income statement because it excludes items of
income or expense that are taxable or deductible in other
periods and it further excludes items that are never taxable
or deductible. The Company’s liability for current tax is
calculated using tax rates and laws that have been enacted
or substantively enacted, by the reporting date.
Deferred tax is the tax expected to be payable or
recoverable on differences between the carrying amounts
of assets and liabilities in the financial statements and
the corresponding tax bases used in the computation
of taxable profit and is accounted for using the liability
method.
Deferred tax liabilities are, generally, recognised for all
taxable temporary differences and deferred tax assets are
recognised to the extent that it is probable that taxable
profits will be available against which deductible temporary
differences can be utilised. Such assets and liabilities are
not recognised if the temporary differences arise from
goodwill or from the initial recognition (other than in a
business combination) of other assets and liabilities in a
transaction that affects neither the taxable profit nor the
accounting profit.
Deferred tax liabilities are recognised for taxable temporary
differences arising on investments in subsidiaries and
associates and interests in joint ventures, except where the
Company is able to control the reversal of the temporary
difference and it is probable that the temporary difference
will not reverse in the foreseeable future. The carrying
amount of deferred tax assets is reviewed at each reporting
date and reduced to the extent that it is no longer probable
that sufficient taxable profits will be available to allow all, or
part, of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected
to apply in the period when the liability is settled, or the
asset is realised based on tax rates and laws that have
been enacted or substantively enacted by the reporting
date. Deferred tax is charged or credited in the income
statement, except when it relates to items charged or
credited in other comprehensive income, in which case
the deferred tax is also dealt with in other comprehensive
income.
Deferred tax assets and liabilities are offset when there
is a legally enforceable right to set off current tax assets
against current liabilities and when they relate to income
taxes levied by the same taxation authority and the Group
intends to settle its current tax assets and liabilities on a
net basis.
2.15 Share-based payment transactions
Certain senior employees within the Group (including
Executives) receive remuneration in the form of share-
based payment transactions where the individuals are
compensated for services they provide with consideration
in the form of equity instruments. The parent Company
settles the award by delivering its own equity instruments
to the employees of the subsidiary.
The cost of equity-settled transactions with employees
is measured with reference to the fair value of the equity
instrument at the date they are granted and for employees
of the Company is recognised as an expense over the
period in which the performance and/or service conditions
are fulfilled, ending on the date on which the employee
becomes fully entitled to the award.
No expense is recognised for awards that do not ultimately
vest as a result of not meeting performance or service
conditions. Where all service and performance vesting
conditions have been met, the awards are treated as
vesting, irrespective of whether or not the market condition
is satisfied, as market conditions have been reflected in the
fair value of the equity instruments.
The fair value determined at the date of grant of the equity-
settled share-based payments is expensed to the income
statement on a straight-line basis over the vesting period,
based on the estimate of the number of options that will
eventually vest. At each reporting date, the Group revises
its estimate of the number of equity instruments expected
to vest as a result of the effect of non-market-based vesting
conditions. The movement in cumulative expense since the
previous balance sheet date is recognised in the income
statement, with a corresponding entry in equity.
The fair value of the Company’s employee services received
in exchange for the grant of the options is recognised as an
expense. The fair value of share-based payments in respect
of employees of Group subsidiaries is recharged to those
subsidiary undertakings on exercise of the awards. In the
Company financial statements, the amount recoverable
from subsidiaries is reported as a capital contribution
increasing the Company’s investment in the employing
subsidiary. A credit is recognised directly in shareholders’
funds for both Company and subsidiary employees.
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
186
2. Significant accounting policies continued
2.16 Retirement benefits
The Company has both defined benefit and defined
contribution retirement benefit schemes, the former
of which is now closed to new entrants. The retirement
benefit obligation recognised in the Company statement
of financial position represents the deficit or surplus in the
Company’s defined benefit scheme. For defined benefit
schemes, the cost of providing benefits is determined using
the Projected Unit Credit Method, with actuarial valuations
carried out at the end of each reporting period.
Defined benefit costs are split into three categories:
•
Remeasurement;
•
Net interest expense or income; and
•
Past service cost and gains and losses on
curtailments and settlements.
Remeasurement comprises actuarial gains and losses,
the effect of the asset ceiling (where applicable) and
the return on scheme assets (excluding interest). These
costs are recognised immediately in the statement of
financial position with a charge or credit to the statement
of comprehensive income in the period in which they
occur. Remeasurement recorded in the statement of
comprehensive income is not recycled. Net interest is
calculated by applying a discount rate to the net defined
benefit liability or asset and is recognised within finance
costs. As the defined benefit scheme is now closed, no
service cost is incurred.
Payments to defined contribution retirement benefit
schemes are recognised as an expense when employees
have rendered service entitling them to the contributions.
2.17 Share capital
Ordinary shares are classified as equity. Incremental costs
directly attributable to the issue of new shares or options
are shown in equity as a deduction from the proceeds, net
of tax.
2.18 Merger reserve
The merger reserve was derived from acquisitions made
under old UK GAAP prior to the transition to IFRS.
2.19 Dividend distribution
Dividend distributions to the Company’s shareholders
are recognised as a liability in the Company’s financial
statements in the period in which the dividends are
approved by the Company’s shareholders.
2.20 Critical accounting judgements and key
sources of estimation uncertainty
The preparation of Company financial statements in
conformity with FRS 101 requires management to make
estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the Company
financial statements and the reported amounts of revenue
and expenses during the reporting period. Actual results
could differ from those estimates. The estimates and
underlying assumptions are reviewed on an ongoing
basis. Revisions to accounting estimates are recognised in
the period in which the estimate is revised if the revision
affects only that period or in the period of the revision
and future periods if the revision affects both current
and future periods. The key area of judgement that has
the most significant effect on the amounts recognised
in the financial statements is the review for impairment
of the carrying amount of investments in the Company’s
subsidiaries.
187
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Financials
Governance
Strategic
Business overview
Notes to the Company Financial Statements continued
For the 52 weeks ended 31 March 2024 (52 weeks ended 2 April 2023)
3. Staff costs
The average monthly number of employees (including Executive Directors) was:
2024
Number
2023
Number
Sales and distribution
3
3
Administration
18
17
21
20
Their aggregate remuneration comprised:
2024
£’m
2023
£’m
Wages and salaries
4.3
4.1
Social security costs
0.5
0.4
Other pension costs (note 11)
0.2
0.1
5.0
4.6
Directors’ remuneration for the year totalled £5.1m (2023: £1.5m). The remuneration of the highest paid Director is £4.3m
(2023: £0.7m). Employer contributions of £0.1m (2023: £0.1m) were made to defined contribution personal pension schemes
in respect of the Directors. Further details of Directors’ remuneration, share options, pension contributions, pension
entitlements, fees for consulting services and interests for the period are provided in the Remuneration Committee Report
on page 115 and form part of the financial statements.
4. Other intangible assets
Software
and licences
2024
£’m
Software
and licences
2023
£’m
Cost
At the beginning of the period
1.8
1.7
Additions
0.1
0.1
At the end of the period
1.9
1.8
Accumulated amortisation
At the beginning of the period
1.7
1.7
Amortisation charge for the period
–
–
At the end of the period
1.7
1.7
Carrying amount at the end of the period
0.2
0.1
Carrying amount at the beginning of the period
0.1
–
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
188
5. Investments
The Company’s fixed asset investments comprise investments in wholly owned subsidiary undertakings and long-term
loans as follows:
Shares
£’m
Loans
£’m
Total
£’m
Cost
At 3 April 2022
146.1
63.6
209.7
Additions
10.0
17.0
27.0
Capital contribution
0.9
–
0.9
Repayment
(0.4)
(30.0)
(30.4)
Exchange differences
–
2.9
2.9
At 2 April 2023
156.6
53.5
210.1
Additions
253.4
33.7
287.1
Capital contribution
1.6
–
1.6
Repayment
(0.3)
(11.5)
(11.8)
Disposal
(156.7)
(0.2)
(156.9)
Exchange differences
–
(1.2)
(1.2)
At 31 March 2024
254.6
74.3
328.9
Accumulated depreciation and impairment
At 3 April 2022
16.3
2.1
18.4
Exchange differences
–
(0.1)
(0.1)
At 2 April 2023
16.3
2.0
18.3
Disposal
–
(0.2)
(0.2)
Exchange differences
–
0.2
0.2
At 31 March 2024
16.3
2.0
18.3
Carrying amount
At 31 March 2024
238.3
72.3
310.6
At 2 April 2023
140.3
51.5
191.8
At 3 April 2022
129.8
61.5
191.3
In the United Kingdom, the Company includes two operational branches, Volex Powercords Europe and Volex Europe Cable
Assemblies. Details of the Company’s subsidiary undertakings are set out in note 17 ‘Related undertakings’. Investments in
subsidiaries are all stated at cost less provision for impairment.
During the period, the Company subscribed to £96.7m of share capital in a newly incorporated entity, Volex Kablo Ticaret
Anonim Sirketi (‘Volex Kablo’). On 31 August 2023, the Company acquired Murat Ticaret Kablo A.Ş. (‘Murat Ticaret’) for
consideration of £156.7m. On the 25 September 2023, Murat Ticaret was sold to Volex Kablo, which was subsequently
merged with Murat Ticaret.
During the prior period, the Group subscribed to share capital in Volex Group Holdings Ltd (£10.0m) to support the
subsidiary’s acquisition of inYantra, which completed in March 2022.
The capital contribution of £1.6m (2023: £0.9m) is in respect of the fair value of equity-settled share-based payment
transactions during the period with employees of Group subsidiary companies which will be recharged to the employing
subsidiaries when the awards are exercised. A corresponding increase to shareholders’ funds was recognised.
All loans are carried at amortised cost. Interest is charged at either a fixed rate or linked to publicly available benchmarks.
In the 52 weeks to 31 March 2024, the Company’s loans receivable accrued interest. Repayments were received from GTK
(Holdco) Ltd, Volex Holdings Inc, Volex Inc and Volex Group Holdings during the period.
During the period, the Company received no dividends (2023: £2.3m from GTK (Holdco) Ltd).
189
www.volex.com
Financials
Governance
Strategic
Business overview
Notes to the Company Financial Statements continued
For the 52 weeks ended 31 March 2024 (52 weeks ended 2 April 2023)
6. Inventories
2024
£’m
2023
£’m
Finished goods
3.1
4.5
3.1
4.5
7. Trade and other receivables
Trade receivables
2024
£’m
2023
£’m
Amounts receivable for the sale of goods
11.5
14.9
Loss allowance
(0.1)
(0.1)
11.4
14.8
Other receivables
Amounts due from Group undertakings
44.8
10.4
Other debtors
0.6
0.1
Prepayments
0.5
0.5
45.9
11.0
Due for settlement within 12 months
45.9
11.0
Due for settlement after 12 months
–
–
45.9
11.0
Amounts due from Group undertakings are unsecured, non-interest bearing and repayable on demand.
8. Borrowings and lease liability
2024
£’m
2023
£’m
Secured borrowings at amortised cost
Bank loans
112.5
72.5
Lease liability
–
0.1
Total borrowings at amortised cost
112.5
72.6
Amount due for settlement within 12 months
–
0.1
Amount due for settlement after 12 months
112.5
72.5
112.5
72.6
At 31 March 2024, debt issue costs of £1.2m were included within the total bank loan balance shown above (2023: £1.5m). Full
details of the bank loans are disclosed in note 19 ‘Borrowings and lease liabilities’ of the consolidated financial statements.
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
190
9. Trade and other payables
2024
£’m
2023
£’m
Trade payables
0.2
0.3
Other payables
Amounts owed to Group undertakings
36.0
17.3
Other taxes and social security
0.2
0.1
Other payables, accruals and deferred income
41.2
9.4
77.4
26.8
Due for settlement within 12 months
50.5
24.0
Due for settlement after 12 months
26.9
2.8
77.4
26.8
Amounts owed to Group undertakings are unsecured and repayable on demand. Interest linked to a margin and publicly
available benchmarks is charged on certain amounts owed to Group undertakings. The Directors consider that the carrying
amount of trade and other payables approximates to their fair value.
Included in accruals and deferred income is £37.3m relating to contingent consideration for acquisitions. Included
in accruals and deferred income in the prior period was £2.8m relating to deferred and contingent consideration for
acquisitions.
10. Deferred tax
The following are the major deferred tax assets and liabilities recognised by the Company and movements thereon during
the reporting period.
Tax
losses
£’m
Property,
plant and
equipment
£’m
Share-based
payments
£’m
Other
temporary
differences1
£’m
Total
£’m
At 3 April 2022
5.6
1.0
1.0
0.4
8.0
Credit/(expense) to income statement
2.4
0.3
0.2
(0.3)
2.6
Expense to other comprehensive income
–
–
–
(0.2)
(0.2)
Expense directly to equity
–
–
(0.2)
–
(0.2)
At 2 April 2023
8.0
1.3
1.0
(0.1)
10.2
(Expense)/credit to income statement
(2.2)
(0.3)
0.4
(0.2)
(2.3)
Credit directly to equity
–
–
0.1
–
0.1
At 31 March 2024
5.8
1.0
1.5
(0.3)
8.0
1
Other temporary differences includes deferred tax liabilities on derivative financial instruments (£0.3m) and retirement benefit assets (£0.1m), offset by deferred
tax assets on accruals and other payables (£0.1m) (2023: £0.2m liability, £0.1m asset and £nil, respectively).
At the reporting date, the Company had unused tax losses of £23.3m (2023: £32.0m) available for offset against future
profits. The losses may be carried forward indefinitely.
The carrying amount of deferred tax assets is reviewed at each reporting date and recognised to the extent that it is
probable that there are sufficient taxable profits to allow all, or part, to be recovered. Deferred tax assets have been
recognised based on future forecast taxable profits. Deferred tax assets and liabilities are measured at the tax rate expected
to apply in the period in which the asset is realised or the liability is settled.
191
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Financials
Governance
Strategic
Business overview
Notes to the Company Financial Statements continued
For the 52 weeks ended 31 March 2024 (52 weeks ended 2 April 2023)
11. Retirement benefit obligation
Defined benefit scheme
The Company operates a defined benefit pension arrangement called the Volex Executive Pension Scheme (the ‘Scheme’).
The Scheme provides benefits based on final salary and length of service upon retirement, leaving service or death.
The Scheme is subject to the Statutory Funding Objective under the Pensions Act 2004. A valuation of the Scheme is
carried out at least once every three years to determine whether the Statutory Funding Objective is met. As part of the
process, the Company must agree, with the Trustees of the Scheme, the contributions to be paid to meet the Statutory
Funding Objective. The future contributions required to meet the Statutory Funding Objective do not currently affect the
balance sheet of the Scheme in these financial statements.
The most recent comprehensive actuarial valuation of the Scheme was carried out as at 31 July 2022 and the next valuation
of the Scheme is due as at 31 July 2025. In the event that the valuation reveals a larger deficit than expected, the Company
may be required to increase contributions above those set out in the existing Schedule of Contributions. Conversely, if the
position is better than expected, it is possible that contributions may be reduced.
In accordance with the Schedule of Contributions dated September 2020, the Company has agreed to pay contributions of
£0.8m p.a. (payable in quarterly instalments) until 31 January 2026.
Further details of the Scheme and assumptions associated with the actuarial valuation are provided in note 30 to the Group
financial statements.
Defined contribution scheme
The Company operates a Group personal pension plan for employees and pays contributions to administered pension
insurance plans. Contributions to the defined contribution schemes are charged to the income statement as they fall due.
The Group has no further obligations once the contributions have been made. The total cost charged to the Company’s
income statement in the period was £0.2m (2023: £0.1m).
12. Share-based payments
The Company currently uses a number of equity-settled share plans to grant options and shares to the Directors and
employees of its subsidiaries. Full details of share-based payments, share option schemes and share plans are disclosed in
note 29 ‘Share-based payments’ to the consolidated financial statements.
13. Share capital
Ordinary
shares of
£0.25 each
Number
Par
value
£’m
Share
premium
£’m
Total
£’m
Allotted, called up and fully paid:
At 3 April 2022
158,718,709
39.7
44.3
84.0
Issue of new shares – Scrip dividend (i)
388,376
0.1
(0.1)
–
At 2 April 2023
159,107,085
39.8
44.2
84.0
Issue of new shares – Scrip dividend (i)
692,267
0.2
(0.2)
–
Equity raise
21,818,181
5.4
1.2
6.6
At 31 March 2024
181,617,533
45.4
45.2
90.6
(i) Shareholders were able to elect to receive ordinary shares in place of the final dividend of 2.6p per ordinary share (in relation to year ended 2 April 2023) and the
interim dividend of 1.4p (in relation to the current year) under the terms of the Company’s scrip dividend scheme. This resulted in the issue of 478,491 and 213,776
new fully paid ordinary shares respectively (2023: 377,615 and 10,761).
Details of the equity raise are set out in note 23 of the Group consolidated financial statements. The holders of ordinary
shares are entitled to receive dividends as declared and are entitled to one vote per share at meetings of the Company.
The Company does not have any other authorised share capital.
Under the FY2024 deferred share bonus plan, shares may be awarded to the executive management team in lieu of a cash
bonus. These will be issued in accordance with the terms of the deferred share bonus plan.
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
192
14. Equity dividend
Dividends paid and received are included in the Company financial statements in the period in which the related dividends
are actually paid or received, or, in respect of the Company’s final dividend for the period, approved by shareholders.
Dividends
2024
Total
£’m
Settled
via
scrip
£’m
Dividend
per ordinary
share
(p)
2023
Total
£’m
Settled
via
scrip
£’m
Dividend
per ordinary
share
(p)
Declared during the financial period:
Final – period ended 2 April 2023
4.7
1.4
2.6p
–
–
–
Interim – period ended 31 March 2024
2.5
0.6
1.4p
–
–
–
Final – period ended 3 April 2022
–
–
–
3.8
1.2
2.4p
Interim – period ended 2 April 2023
–
–
–
2.1
–
1.3p
7.2
2.0
5.9
1.2
The proposed final dividend of 2.8p per ordinary share based on the number of issued ordinary shares at 31 March 2024 is
subject to approval by shareholders at the Annual General Meeting and has not been included as a liability in these financial
statements. Based on shares in issue at 31 March 2024, this would equate to a final dividend of £5.1m.
The Group’s consolidated reserves set out on page 137 do not reflect the profits available for distribution in the Group.
15. Other matters
The auditors’ remuneration for the current period in respect of audit services was £0.6m (2023: £0.5m) and £nil for non-audit
services performed (2023: £nil).
16. Related party transactions
For full details of transactions and arrangements with key management personnel (Directors of the Company), see note 9 of
the consolidated financial statements.
17. Related undertakings
Volex Powercords Europe, Volex Europe Cable Assemblies and Volex plc Italian branch are trading divisions of Volex plc.
In accordance with Section 409 of the Companies Act 2006, the subsidiaries owned at 31 March 2024 are disclosed below.
Unless otherwise stated the following subsidiary entities are either wholly, or partly, owned directly by the plc and/or
through other Group companies. For the two associates, ownership is shared between a local Volex subsidiary and the
relevant partner.
Name of entity
Footnote
Country of
incorporation
Address
Percentage
owned by plc
Directly held
Volex Pte Ltd
2
Singapore
37A Tampines Street 92, #08–01, Singapore
528886
100%
Volex Holdings Inc
2
USA
511 E San Ysidro Blvd # 509, San Ysidro CA 92173,
USA
100%
Terminal & Cable TC Inc
1
Canada
300 – 50 O’Connor Street, Ottawa ON K1P 6L2,
Canada
100%
Volex Group Holdings Ltd
2
UK
Unit C1 Antura, Bond Close, Basingstoke,
Hampshire, RG24 8PZ, England
100%
GTK (Holdco) Ltd
2
UK
Unit C1 Antura, Bond Close, Basingstoke,
Hampshire, RG24 8PZ, England
100%
Volex Poland Sp z.o.o.
1
Poland
Przemyslowa 8, 85–758, Bydgoszcz, Kuyavian–
Pomeranian Voivodeship, Poland
99%
Volex Germany GmbH
3
Germany
Zu den Mühlen 19, 35390 Gießen, Germany
100%
Volex Sweden AB
3
Sweden
C/O Servando Bolag AB, Johan Fredrik Stahl,
Box 5814, 102 48 Stockholm, Sweden
100%
Volex International Korea LLC
3
South Korea
6th Floor, 100 Toegye-ro, Hoehyun-dong 2-ga,
State Tower Namsan, Jung-gu, Seoul, South
Korea
100%
Volex do Brasil Ltda
3
Brazil
Rod. Geraldo Scavone 2.080, Unidade 13 A 16,
Jacarei, 12305–490, Brazil
99%
Volex (No.4) Ltd
3
UK
Unit C1 Antura, Bond Close, Basingstoke,
Hampshire, RG24 8PZ, England
99%
193
www.volex.com
Financials
Governance
Strategic
Business overview
Notes to the Company Financial Statements continued
For the 52 weeks ended 31 March 2024 (52 weeks ended 2 April 2023)
Name of entity
Footnote
Country of
incorporation
Address
Percentage
owned by plc
Volex (No.3) Ltd
3
UK
Unit C1 Antura, Bond Close, Basingstoke,
Hampshire, RG24 8PZ, England
50%
Volex (No.2) Ltd
3
UK
Unit C1 Antura, Bond Close, Basingstoke,
Hampshire, RG24 8PZ, England
50%
Volex (No.1) Ltd
3
UK
Unit C1 Antura, Bond Close, Basingstoke,
Hampshire, RG24 8PZ, England
99%
Cable Products Ltd
3
UK
Unit C1 Antura, Bond Close, Basingstoke,
Hampshire, RG24 8PZ, England
50%
Pencon Ltd
3
UK
Unit C1 Antura, Bond Close, Basingstoke,
Hampshire, RG24 8PZ, England
50%
Volex Executive Pension Scheme
Trustee Ltd
3
UK
Unit C1 Antura, Bond Close, Basingstoke,
Hampshire, RG24 8PZ, England
67%
Volex Electrical Products Ltd
3
UK
Unit C1 Antura, Bond Close, Basingstoke,
Hampshire, RG24 8PZ, England
90%
Volex Group Pension Scheme
Trustee Ltd
3
UK
Unit C1 Antura, Bond Close, Basingstoke,
Hampshire, RG24 8PZ, England
99%
Ward and Goldstone Ltd
3
UK
Unit C1 Antura, Bond Close, Basingstoke,
Hampshire, RG24 8PZ, England
99%
Volex Interconnect Products Ltd
3
UK
Unit C1 Antura, Bond Close, Basingstoke,
Hampshire, RG24 8PZ, England
99%
Volex Electronics Ltd
3
UK
Unit C1 Antura, Bond Close, Basingstoke,
Hampshire, RG24 8PZ, England
99%
Ionix Development Company Ltd
3
UK
Unit C1 Antura, Bond Close, Basingstoke,
Hampshire, RG24 8PZ, England
99%
Pendle Connectors Ltd
3
UK
Unit C1 Antura, Bond Close, Basingstoke,
Hampshire, RG24 8PZ, England
99%
Mayor (UK) Ltd
3
UK
Unit C1 Antura, Bond Close, Basingstoke,
Hampshire, RG24 8PZ, England
99%
Volex Interconnect Systems Ltd
3
UK
Unit C1 Antura, Bond Close, Basingstoke,
Hampshire, RG24 8PZ, England
99%
Volex Europe (No.1) Ltd
3
Ireland
Carraroe Industrial Estate, Carraroe, Co Galway,
H91WR82, Ireland
100%
Murat Ticaret Kablo Sanayi A.Ş.
1
Türkiye
Kocasinan Merkez Mah. Mimarsinan Cad. Oto
San.Sitesi, A Blok No:14/3 Bahçelievler İstanbul,
Türkiye
100%
1
Manufacture and/or sale of power and data cables.
2
Holding company.
3
Dormant company.
17. Related undertakings continued
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
194
17. Related undertakings continued
Name of entity
Footnote
Country of
incorporation
Address
Percentage
owned
by Group
companies
Indirectly held
G.T.K. (U.K.) Ltd
1
UK
Unit C2 Antura, Bond Close, Basingstoke,
Hampshire, RG24 8PZ. England
100%
GTK Ltd
3
UK
Unit C2 Antura, Bond Close, Basingstoke,
Hampshire, RG24 8PZ. England
100%
GSRG Holdings Limited
2
UK
Unit C1 Antura, Bond Close, Basingstoke,
Hampshire, RG24 8PZ. England
100%
Review Display Systems Limited
1
UK
Unit C1 Antura, Bond Close, Basingstoke,
Hampshire, RG24 8PZ. England
100%
Review Display Systems Inc
1
USA
790 N Milwaukee Street, Suite 300 Milwaukee,
WI 53202-3712 USA
100%
IQRF UK Limited
1
UK
Unit C1 Antura, Bond Close, Basingstoke,
Hampshire, RG24 8PZ. England
100%
De-Ka Elektroteknik Sanayi
ve Ticaret Anonim Şirketi
1
Türkiye
Akse Mah. Fevzi Çakmak Cad. No: 140 Çayırova,
Kocaeli, Türkiye
100%
Volex (No.5) Ltd
3
UK
Unit C1 Antura, Bond Close, Basingstoke,
Hampshire, RG24 8PZ. England
100%
GTK Electronics GmbH
1
Germany
Romberg 25b, 51381 Leverkusen, Germany
100%
GTK RO S.r.l
1
Romania
Str. Fantana Popova, Nr. 36, Et.1, Cod Postal,
200319, Craiova, Dolj, Romania
100%
Silcotec Europe (SK) s.r.o
1
Slovakia
Družstevná 14, Komárno, 945 05, Slovakia
100%
Silcotec Europe Ltd
1
Ireland
Carraroe Industrial Estate, Carraroe, Co Galway,
H91WR82, Ireland
100%
Volex Inc
1
USA
511 E San Ysidro Blvd # 509, San Ysidro CA 92173,
USA
100%
MC Electronics LLC
1
USA
9571 Pan American Drive, El Paso, TX 79927, USA
100%
Servatron Inc.
1
USA
12825 Mirabeau Parkway, Suite 104, Spokane
Valley, WA 99216–1617, USA
100%
Irvine Electronics LLC
1
USA
1601 Alton Parkway, Suite A, Irvine CA 92606,
USA
100%
Volex (Asia) Pte Ltd
1
Singapore
37A Tampines Street 92, #08–01, Singapore
528886
100%
PT Volex Indonesia
1
Indonesia
Kawasan Industri Sekupang, Batam, Kepulauan
Riau, Indonesia 29428
100%
PT Volex Cable Assembly
3
Indonesia
EJIP Industrial Park, Plot 8M-1, A-B
Lemahabang, Bekasi 17550, Jakarta, Indonesia
100%
Volex Cable Assemblies
(Phils) Inc
1
Philippines
Galaxy Building km 60.7 Maharlika Highway, Sto
Thomas Batangas, Philippines
100%
Volex Japan KK
1
Japan
9th floor Kannai Tosei Building II, Sumiyoshi–
cho 4–45–1, Naka–Ku, Yokohama–shi, Kangawa,
Japan
100%
Volex (Taiwan) Co. Ltd
1
Taiwan
4F, No 1223, Zhongzheng Road, Taoyuan
District, Taoyuan City 330, Taiwan
100%
Volex (Thailand) Co. Ltd
1
Thailand
No. 99/349, Chaengwattana Road,
Thungsong–Hong, Laksi, Bangkok 10210,
Thailand
100%
Volex Cable Assembly (Vietnam)
Co Ltd
1
Vietnam
Plot D–5B, Thanglong Industrial Park, Vong La
Commune, Dong Anh District, Hanoi, Vietnam
100%
Volex Cable Assemblies Sdn Bhd
1
Malaysia
B–03–13A, Empire Soho, Empire Subang, Jalan
SS16/1, SS16, 47500, Subang Jaya, Selangor,
Malaysia
100%
195
www.volex.com
Financials
Governance
Strategic
Business overview
Name of entity
Footnote
Country of
incorporation
Address
Percentage
owned
by Group
companies
inYantra Technologies Pvt Ltd
1
India
GAT NO. 208-210, 221, 224 & Others, Shindewadi,
Shirval – 412801, India
51%
Volex Interconnect (India)
Pvt Ltd
1
India
Level 9, Olympia Teknos Park, No. 28 Sidco
Industrial Estate, Guindy, Chennai, Tamil Nadu,
600 032, India
100%
Volex Cables (HK) Ltd
1
Hong Kong
Unit 5805, 58/F., Two International Finance
Centre, 8 Finance Street, Central, Hong Kong
100%
Ta Hsing Industries Ltd
1
Hong Kong
Unit 5805, 58/F., Two International Finance
Centre, 8 Finance Street, Central, Hong Kong
100%
Shenzhen Ta Hsing Wire and Cable
Ltd
1
China
5 Horizontal Lane, Yuan Hu Road, Zhang Bei
Community, Long Cheng Street, Long Gang
District, Shenzhen City, Guang Dong, China
100%
Volex Interconnect Systems
(Suzhou) Co. Ltd
1
China
Building 3, Fumin Phase 3, No.818 Wushong
Road, Guoxiang Street, Wuzhong Economic
Development Zone, Suzhou, Jiangsu Province
215124, China
100%
Volex Cable Assembly (Shenzhen)
Co. Ltd
1
China
No. 6279, Longgang Avenue, Longgang District,
Shenzhen City, China
100%
Volex Cable Assembly (Zhongshan)
Co. Ltd
1
China
2 Xingda Street, Torch High–tech Ind Dvpt Zone,
Zhongshan, 528437, China
100%
Prodamex SA de CV
1
Mexico
Carretera a Zacatecas Km 12.5 Nave 5, Parque
Industrial Pueblo Viejo, Mexquitic de Carmona,
SLP CP 78480, Mexico
100%
Volex de Mexico SA de CV
1
Mexico
Av 32 Sur, No 8950 Interior G/1,D,E,F, Parque
Industrial La Mesa, Fraccionamiento Rubio,
Tijuana; Baja California Mexico, CP 22116, Mexico
100%
The Volex Group PLC Employees’
Share Trust
4
Guernsey
St. Peter’s House, Le Bordage, St. Peter Port, GY1
1BR, Guernsey
100%
Kablo Ucu Sanayi ve Ticaret A.Ş.
1
Türkiye
Kocasinan Belediye Sanayi Sitesi, Bahçelievler
İstanbul, Türkiye
93%
Akü Başi Sanayi ve Ticaret Ltd. Şti.
1
Türkiye
Kocasinan Belediye Sanayi Sitesi, Bahçelievler/
İstanbul, Türkiye
55%
Murat Wiring Systems North
America Inc
1
USA
2277 Devon Avenue, Elk Grove Village, IL 60007
USA
95%
Murat Wiring Systems GmbH
1
Germany
Kampstraße 4 38442 Wolfsburg, Germany
100%
Murat Wiring Systems Makedonija
Dooel Skopje
1
North
Macedonia
Technological Industrial Development Zone
Skopje 2 1041 Ilinden, North Macedonia
100%
Componentes, Cables, Arneses Y
Servicios Industriales, S.A. de C.V.
1
Mexico
Av. Estados Unidos No.10, Int. 9, 10, 11 y 12 El
Paraiso El Marques, Queretaro, 76248 Mexico
99%
Murat Wiring Systems De Mexico,
S. de R.L. de C.V.
1
Mexico
Carretera Agua Fria #499 AF2 AMB Agua Fria
Industrial Park Apodaca, Nuevo Leon, C.P.66620
RFC, Mexico
100%
Interests in associates
Kepler SignalTek Ltd
1
Hong Kong
Unit 912 9/F Two Harbourfront 22 Tak Fung
Street Hunghom KL, Hong Kong
36%
Volex-Jem Co Ltd
2
Taiwan
19F.-13, No. 79, Sec. 1, Xintai 5th Rd., Xizhi Dist.,
New Taipei City 22101, Taiwan
43%
1
Manufacture and/or sale of power and data cables.
2
Holding company.
3
Dormant company.
4
Employees’ Share Trust
Notes to the Company Financial Statements continued
For the 52 weeks ended 31 March 2024 (52 weeks ended 2 April 2023)
17. Related undertakings continued
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
196
Alternative Performance Measures
The Group makes use of underlying and other alternative performance measures in addition to the measures set out in
International Financial Reporting Standards.
Underlying operating profit and underlying EBITDA
Underlying operating profit is defined as operating profit excluding adjusting items and share-based payments. Underlying
EBITDA is defined as underlying operating profit adjusted for depreciation and amortisation. The Group uses underlying
operating profit and underlying EBITDA to present meaningful year-on-year comparisons. The reconciliation between
operating profit and underlying operating profit and underlying EBITDA is presented in note 7.
Underlying basic earnings per share and underlying diluted earnings per share
Underlying basic earnings per share is defined by the profit attributable to the owners of the parent company, excluding
adjusting items, divided by the weighted average number of shares in issue during the year. Underlying diluted earnings
per share adjusts the basic earnings per share by the effect of dilutive potential share options as at the period end date.
Both metrics are reconciled to statutory measures in note 11.
Organic growth
As the group has undertaken twelve acquisitions in the past six years, management uses organic revenue growth so that
meaningful year-on-year comparisons can be made.
Organic revenue growth is calculated using constant exchange rates by taking the total reported revenue (excluding the
impact of acquisitions and disposals) divided by the preceding financial year’s revenue at the current year’s exchange rates.
Electric
Vehicles
$’m
Consumer
Electricals
$’m
Medical
$’m
Complex
Industrial
Technology
$’m
Off-Highway
$’m
Total
$’m
2023 revenue
138.3
261.8
145.0
177.7
–
722.8
Restatement*
–
(2.2)
–
(20.0)
22.2
–
2023 revenue restated
138.3
259.6
145.0
157.7
22.2
722.8
FX impact
(1.4)
(5.0)
3.7
0.8
(0.4)
(2.3)
2023 revenue at 2024 FX rates
136.9
254.6
148.7
158.5
21.8
720.5
Organic growth
(13.2)
(19.3)
22.7
50.5
8.7
49.4
Organic growth %
(9.6)%
(7.6)%
15.3%
31.9%
39.9%
6.9%
Acquisitions
–
–
6.1
4.4
132.4
142.9
2024 revenue
123.7
235.3
177.5
213.4
162.9
912.8
* Upon acquisition of Murat Ticaret we gained scale in the Off-Highway market, allowing us to launch a new fifth market
sector. Previously, we reported sales to Off-Highway customers from our sites in North America and Asia within Consumer
Electricals and Complex Industrial Technology. This has been restated to ensure comparability going forwards.
197
www.volex.com
Financials
Governance
Strategic
Business overview
Leverage and interest cover covenants
At the year end, the Group had a $240m committed facility together with an additional $60m uncommitted accordion,
which has since been refinanced to an increased $400m committed facility, with an additional $200m uncommitted
accordion.
The terms of the RCF require the Group to perform quarterly financial covenant calculations with respect to leverage (net
debt (before operating leases) to covenant EBITDA) and interest cover (covenant EBITDA to covenant interest). Breach of
these covenants could result in cancellation of the facility. Net debt (before operating leases) in the financial statements
is defined as net debt excluding lease liabilities but including pre-IFRS 16 finance leases. Covenant EBITDA is defined as
underlying EBITDA adjusted for depreciation of right-of-use assets.
Note
2024
$’m
2023
$’m
Net debt
27
(154.0)
(103.7)
Lease liabilities
27
37.4
34.8
Finance leases
(4.5)
(7.5)
Net debt (before operating lease liabilities)
(121.1)
(76.4)
Underlying EBITDA
7
111.6
81.6
Depreciation of right-of-use assets
7
(7.4)
(4.8)
Prorated acquired EBITDA
15.5
–
Covenant EBITDA
119.7
76.8
Interest on bank overdrafts and loans
6
11.2
6.4
Interest on finance leases
0.4
0.4
Covenant interest
11.6
6.8
Leverage
1.0x
1.0x
Interest cover
10.3
11.0
Free cash flow and underlying free cash flow
Free cash flow and underlying free cash flow are used where they allow for year-on-year comparisons to be made by
excluding cost of acquisitions and adjusting items which vary year-to-year.
Free cash flow is defined as the net cash flow before financing activities excluding the net outflow from the acquisition of
subsidiaries.
Underlying free cash flow is the net cash before financing activities and excluding costs of acquisition, adjusting items and
share-based payments.
Note
2024
$’m
2023
$’m
Cash flow before financing activities
(89.0)
25.9
Less: Acquisition of businesses, net of cash acquired
35
134.3
5.1
Less: Contingent consideration for businesses acquired
2.2
7.1
Less: Purchase of shares in associate
33
2.3
–
Free cash flow
49.8
38.1
Less: Cash utilised in respect of adjusting items
7.0
2.2
Underlying free cash flow
56.8
40.3
Alternative Performance Measures continued
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
198
Five Year Summary
Results
Unaudited
IFRS
2024
$’m
Unaudited
IFRS
2023
$’m
Unaudited
IFRS
2022
$’m
Unaudited
IFRS
2021
$’m
Unaudited
IFRS
2020
$’m
Revenue – total Group
912.8
722.8
614.6
443.3
391.4
Gross profit – total Group
202.8
157.0
125.8
103.9
90.7
Operating expenses – total Group
(138.9)
(103.2)
(84.8)
(73.2)
(73.6)
Underlying operating profit(i) – total Group
89.7
67.3
56.2
42.9
31.6
Adjusting items
(19.5)
(9.8)
(10.8)
(5.6)
(5.8)
Share-based payment charge
(6.3)
(3.7)
(4.4)
(6.6)
(8.7)
Profit on ordinary activities before taxation
51.6
45.8
36.2
29.4
15.9
Depreciation and amortisation (excluding intangible
assets acquired in a business combination)
21.9
14.3
9.9
7.9
6.5
Cents
Cents
Cents
Cents
Cents
Basic underlying earnings per share – total Group(ii)
33.7
30.2
26.9
32.1
18.2
Basic earnings per share – total Group
21.8
23.2
19.3
25.5
9.9
Statement of financial position
$’m
$’m
$’m
$’m
$’m
Non-current assets
421.2
238.6
216.9
185.3
84.7
Net debt (before operating lease liabilities)(iii)
(121.1)
(76.4)
(74.4)
(7.3)
31.6
Other assets and liabilities
35.5
70.5
66.0
6.0
14.2
Net assets
335.6
232.7
208.5
184.0
130.5
Gearing
36%
33%
36%
4%
–
(i) Defined as operating profit before adjusting items and share-based payments.
(ii) Defined as earnings per share before share-based payments and adjusting items, net of tax.
(iii) Following the adoption of IFRS 16 on 1 April 2019 this calculation excludes the lease liability.
199
www.volex.com
Financials
Governance
Strategic
Business overview
Shareholder Information
Provisional Financial Calendar
FY2025
Interim Results announced w/c 11 November 2024
Period end 30 March 2025
Final Results announced w/c 16 June 2025
Registered Office and Advisers
Registered Office
Unit C1 Antura, Bond Close
Basingstoke, Hampshire
RG24 8PZ
www.volex.com
Registered number
158956 (Registered in England and Wales)
Registrars
Link Group
Central Square
29 Wellington Street
Leeds
LS1 4DL
www.linkgroup.eu
Independent Auditors
PricewaterhouseCoopers LLP
1 Embankment Place
London
WC2N 6RH
Bankers
HSBC Bank plc
Citibank, N.A. London branch
Barclays Bank plc
Fifth Third Bank, National Association
UniCredit Bank AG, London Branch
Nominated Adviser and Joint Broker
Peel Hunt LLP
Joint Broker
HSBC Bank plc
Solicitors
Travers Smith LLP
stock code: VLX
Volex plc Annual Report and Accounts for the year ended 2024
200
The production of this report supports the work of the
Woodland Trust, the UK’s leading woodland conservation
charity. Each tree planted will grow into a vital carbon store,
helping to reduce environmental impact as well as creating
natural havens for wildlife and people.
Volex plc
Unit C1 Antura
Bond Close
Basingstoke
Hampshire
RG24 8PZ
United Kingdom
www.volex.com