Results for the year ended 31 December 2022

RNS Number : 5314U

Strix Group PLC

29 March 2023

 

29 March 2023

Strix Group Plc

("Strix", the "Group" or the "Company")

Preliminary results for the twelve months ended 31 December 2022

Financial Summary ¹

	2022	2021	Change (22 - 21)
	£m	£m	%4
Revenue	106.9	119.4	-10.5%
Gross profit	41.5	47.4	-12.4%
EBITDA2	32.1	40.5	-20.7%
Operating profit	25.9	33.7	-23.1%
Profit before tax	22.2	32.2	-31.1%
Profit after tax	23.0	31.4	-26.8%
Net debt3	87.4	51.2	+70.7%
Net cash generated from operating activities	23.4	22.3	+4.9%
Basic earnings per share (pence)	10.9	15.2	-28.3%
Diluted earnings per share (pence)	10.8	14.9	-27.5%
Total dividend per share (pence)	6.00	8.35	-28.1%

1. Adjusted results exclude exceptional items, which include share based payment transactions, COVID-19 related costs, other reorganisation and strategic project costs. Adjusted results are non-GAAP metrics used by management and are not an IFRS disclosure.

2. EBITDA, which is defined as earnings before finance costs, tax, depreciation and amortisation, is a non-GAAP metric used by management and is not an IFRS disclosure.

3. Net debt excludes the impact of IFRS 16 lease liabilities, pension liabilities, deferred tax liabilities and earn-out provisions on satisfaction of performance conditions.

4. Figures are calculated from the full numbers as presented in the consolidated financial statements.

Financial Highlights

·	The Group reported revenue of £106.9m, a decrease of 10.5% versus the same period in prior year driven predominantly by a reduction in Kettle Controls due to market environment.
·	Adjusted EBITDA was £32.1m, a decrease of 20.7% versus the same period in prior year driven by a reduction in revenue.
·	Adjusted PAT was £23.0m which was in line with previous guidance given at the trading update on 30 November 2022 (2021: £31.4m), representing a 26.8% decrease compared to the same period last year driven by a reduced EBITDA and an increase in SONIA through the year coupled with higher net debt post the acquisition of Billi.
·	Net debt increased to £87.4m (FY 2021: £51.2m). This represents a n et debt/adjusted EBITDA ratio ( calculated on a trailing twelve-month basis)  of  2.2 x.
·	Adjusted basic earnings per share and adjusted diluted earnings per share were 10.9p (2021: 15.2p) and 10.8p (2021: 14.9p) respectively.
·	As capital allocation decisions prioritise debt reduction, the Board is proposing a final dividend of 3.25p per share (2021: 5.60p) which would represent a total dividend of 6.00p per share (2021: 8.35p).

Operational Highlights

·	Acquisition of Billi continues to be successfully integrated in line with plan to achieve the identified operational benefits, and the business has opened up new sales channels for Strix. Trading performance so far has been in line with budget.
·	Retained global kettle control market share by value at c. 56% (excluding Russia and other impacted territories).
·	Manufacturing operations in China are fully operational with efficiency improved by 6.1% in 2022 versus 2021.
·	Pipeline of new product launches through 2023 include an integrated tap in Billi, the Ontario desktop appliance and Aurora coffee appliance.
·	Updated ESG and Sustainability report published on 28 March 2023.

Strategic Highlights

·	Completion of the transformational acquisition of Billi in November at a reported multiple of 3.8x EBITDA at transaction date.
·	The Appliance and Water categories now account for almost 50% of pro forma Group revenue.
·	Significant progress through the year in improving the geographic diversity of the business reducing reliance on any one territory.
·	The Company has access to a range of new sales channels including to professional  customers such as restaurants, hotels, and commercial premises through Billi and a much improved B2C footprint.
·	Strong progress through the year for Aqua Optima driven by the increasing popularity of the Aurora range.
·	New EMEA Sales Director has been appointed and Global Distributions & Logistics Director role created to provide the leadership team with additional expertise in commercialization and cost optimisation.

Mark Bartlett, Chief Executive Officer of Strix Group plc, said:

"Following a period of uncertainty across a number of Strix's key export markets in Q4, recent sales data in 2023 indicates some green shoots are appearing and the path to a return of growth is opening across all segments.

The successful integration of Billi will propel Strix into a new growth phase, further diversifying away from the core Kettle Controls business with strong potential for greater top line growth and improved margins going forward.

Strix continues to implement a range of strategic initiatives to minimise the impact of the continued headwinds it is facing, which includes a functional streamlining programme and a focus on the reduction of inventory in order to maximise cash generation for the Group. Strix will prioritise debt reduction and free cash flow generation with a clear plan to get net debt / EBITDA to below 2.0x during 2023 and to below 1.5x during 2024."

For further enquiries, please contact:
Strix Group Plc Mark Bartlett, CEO Raudres Wong, CFO	[phone]
Zeus (Nominated Advisor and Joint Broker) Nick Cowles / Jamie Peel / Jordan Warburton (Investment Banking)	[phone]
Stifel Nicolaus Europe Limited (Joint Broker) Matthew Blawat / Francis North	[phone]
IFC Advisory Limited (Financial PR and IR) Graham Herring / Tim Metcalfe / Florence Chandler	[phone]

ABOUT STRIX GROUP PLC

Isle of Man based Strix, is a global leader in the design, manufacture and supply of kettle safety controls and other components and devices involving water heating and temperature control, steam management and water filtration.

Strix's core product range comprises a variety of safety controls for small domestic appliances, primarily kettles. Kettle safety controls require precision engineering and intricate knowledge of material properties in order to repeatedly function correctly. Strix has built up market leading capability and know-how in this field since being founded in 1982.

Strix trades on the AIM Market of the London Stock Exchange (AIM: KETL).

CEO's report:  

Financial performance

The Group reported revenue of £106.9m, a decrease of 10.5% versus the same period in prior year driven predominantly by a reduction in Kettle Controls due to market environment.

Adjusted profit after tax was £23.0m (2021: £31.4m), representing a 26.8% decrease compared to the same period last year driven by a reduced EBITDA and an increase in SONIA through the year coupled with higher net debt post the successful acquisition of Billi.

Adjusted operating profit margins were diluted by 4.0% to 24.2% (FY 2021: 28.2%) compared to last year. The main reasons for the dilution in margin are attributable to lower kettle controls sales in the regulated markets that command higher margins, partially offset by a price increase implemented in the second quarter of 2022 across all kettle controls.  In addition, the water and the appliances categories showed margin improvements as appliances that were launched in 2021 had a better sales mix, supported further by Billi's contributions post completion.

The Group's net debt increased to £87.4m (FY 2021: £51.2m). This represents a n et debt/adjusted EBITDA ratio ( calculated on a trailing twelve-month basis)  of  2.2 x.

Strix is focused on its highly cash generative operating model and the management team will prioritise on the integration and the unlocking of anticipated revenue and cost synergies following the acquisition of Billi. There will be no further M&A activity or investment into new factory builds, with significantly reduced capex and working capital over the medium term. Capital allocation decisions will prioritise debt reduction and free cash flow generation with a clear plan to get net debt / EBITDA to below 2.0x during 2023 and to below 1.5x during 2024.

As capital allocation decisions prioritised debt reduction, the Board decided after reviewing the level of net debt to propose a final dividend of 3.25p per share (2021: 5.60p) which would represent a total dividend of 6.00p per share (2021: 8.35p).

Kettle control category

Overall, the kettle control category reported a decrease in revenue of 19.9% to £68.2m in 2022.

The key characteristic in 2022 was a continual and unprecedented worsening of the macro backdrop in Q4, but in Q1 signs of green shoots are returning.

Overall market softened by c.18% in 2022, with volume and value reductions experienced in all sectors. Key negative drivers included the cost of living crisis in Regulated markets, COVID shutdowns in China and the Ukraine/Russia crisis impacting Less Regulated markets.

In line with western government sanctions, Strix's key global brands withdrew from Russia (a significant market for them) and Strix also stopped trading directly with Russian brands. It is worth noting that excluding the effected regions, Strix's market share in Kettle Controls remained at c. 56%.

The  Kettle Safety Controls  category remains a resilient business and there is evidence of green shoots returning in Q1 2023.

These include:-

· Estimated Kettle Sales through major online retailer channel shows January and February 2023 grew by 17% versus the same period last year;

· After reduced usage at Strix's top five OEMs in H2 2022, the Group is now seeing a recovery in Q1 2023 which is particularly reassuring as this has historically been a quieter trading period; and

· Signs of a pipeline refill are returning. Historical data shows a small increase in consumer demand can have an outsized effect on the demand for Strix's components.

Strix has also continued to focus product development on opportunities and design improvements in a sustainable way to reduce the overall manufactured product footprint that will further strengthen Strix's position and support its market share aspirations.

Examples include the Series Z controls development which is maturing, with the objective to drive cost and customer benefits and the roll out of new electronic kettle features & designs with a focus on design trends, consumer energy saving and OEM cost benefits.

Appliance category

Overall, the appliance category reported growth in revenue of 12.8% to £14.5m in 2022.

Strix's Aqua Optima brand recorded 87% growth in appliances, driven through geographical expansion, successful Aqua Optima expansion across Europe and North America, Strix/LAICA cross selling, and new innovative product launches.

The Billi acquisition helps diversify positioning with a premium category offering through new channels as well as giving cross-selling opportunities to drive additional growth.

Other notable achievements included:-

·	Aurora (Strix's Instant Flow Heater technology, delivering auto-dispensed hot, boiled, and chilled filtered water at the touch of a button) won housewares award: Sustainable Product of the Year 2022;
·	Successful launch of the world's fastest sterilizer-dryer with a leading USA Baby Care brand; and
·	Successful launch of Strix innovations under the LAICA brand with the launch of the Dual Flo range. This newly launched product utilises superior, energy efficient technology and is believed to be the only combined kettle and one cup hot water dispenser.

Key growth initiatives for the category will be Ontario (market leading beverage station range covering hot, chilled, sparkling and coffee products), geographic expansion, optimising product mix and vertical integration.

Water category

Overall, the water category reported a growth in revenue of 12.8% to £24.1m in 2022 .

Both Aqua Optima & LAICA water brands have seen growth year on year due to initial geographical expansion via Amazon sales outperforming the private label business.

Strix now manufactures the majority of its filters in-house in two locations freeing us from 3^rd party risk, whilst allowing a new level of flexibility to offer our customers.

Integration of Billi into the portfolio will enhance the total water solution offering for Strix and unlocks new opportunities in the 'professional' market.

Key growth initiatives for the category will be geographic expansion (cross selling existing LAICA & Aqua Optima products into new territories), coffee filtration expertise and using private label water products as a way to open doors into large retailers for other categories.

Transformational acquisition of Billi

Billi is a leading brand in Australia for the supply of premium instant boiling, chilled and sparking filtered water systems. A clear #2 player in the space within Australia, New Zealand and UK. With 30+ year history, Billi is renowned for its premium and innovative products. Billi has a successful history of growth, with double digit revenue CAGR over the past 5 years, attractive margins and is highly cash generative, delivering cash conversion of >70%.

Acquisition of Billi was for £38.9m cash and completed on 30 November following regulatory approval in Australia, New Zealand and the UK. Billi was acquired from Culligan following its merger with Waterlogic; the divestment was a condition of that merger. The acquisition multiple was 3.8x EBITDA reflecting the unique circumstances that Culligan found itself in and the progress Strix had made with the competition regulator in Australia, New Zealand and the UK . As reported in the press, there were other bidders at significantly higher valuations than Strix even at the very end of the process. The transaction was funded through a £13.0m equity raise and debt refinance consisting of an extension of the current RCF and a new acquisition facility .

Overview of strategic rationale

The acquisition materially changes the earnings profile of the Group, accelerating growth plans for the Water & Appliance categories and supporting the medium-term ambition.

It adds well developed and premium products in the high growth and strategically important hot tap market and increases Strix's position and portfolio of water dispenser systems. The Board expects Strix's existing technology, resource and expertise can be used to further enhance Billi's new product development roadmap.

Efficiencies were identified across Billi's product lifecycle and will be enhanced utilising Strix's Chinese operation to improve procurement, insourcing of certain key parts, and consolidation of the marketing group.

There are also opportunities for further organic growth. These include residential sales, new product development particularly in sparkling, internationalising Billi's revenue stream through Strix's global footprint, cross selling Strix products into commercial applications and growing aftermarket sales.

Progress since completion

The acquisition of Billi continues to be successfully integrated in line with plan to achieve the identified operational benefits, as the business opened up new sales channels for Strix.

The trading performance so far has been in line with budget.

Very positive progress has been made at Billi UK with elements of the TSA already removed:-

·	Head office established in Wolverhampton with all staff now transferred;
·	Showroom in London (Farringdon) due to be signed imminently;
·	Stock to be moved into Strix storage locations during March / April;
·	All HR functions now managed by Strix HR team; and
·	Agreed to move forward with Microsoft Dynamics for their ERP system with target completion in July.

Solid order book for Q1:-

·	New Zealand secured their largest ever contract to a hospital in the North of the island;
·	UK and Australia secured February revenue budget with encouraging 3 month & 12 month pipeline; and
·	ROW also secured February revenues.

NPD on track for launch in Q2. This will be a major opportunity for all markets, particularly within the residential sector.

Good progress has also been made with new sites identified as Strix procures smaller storage locations in New South Wales, Western Australia and South Australia.

Barriers to entry and d efence of intellectual property

Strix constantly assesses the risks posed by competitive threats and sees the real benefits of market disruption which drives its determination to constantly evolve its innovative technologies in a sustainable way by investing in its portfolio of intellectual property to protect its new products and technologies.

The Group actively monitors the markets in which its operates for violation of its intellectual property rights.  Strix has unique relationships with its brands, OEMs and retailers and provides its support across the value chain and throughout the product lifecycle, including product design and advice on specification and manufacturing solutions. These value-added services and existing strong relationships ensure brands, OEMs and retailers continue to rely on Strix's components and support.

Strix remains committed to consumer safety and continues to prompt regulatory enforcement authorities to remove unsafe and poor quality products from its major markets. Nine such actions were undertaken in 2021 resulting in product recalls and withdrawal of kettles from Bulgaria. Defence of intellectual property and regulatory enforcement remain core activities of its business and there have now been 66 in total since 2017 until the end of 2021, with 4 further regulatory and 3 intellectual property actions conducted in 2022.

Sustainability

Strix core products are associated with the consumption of critical resources, primarily electricity and water, hence Strix's drive for continual improvement has aligned it with a sustainability led agenda. Recent years have seen an increase in the emphasis and broadening of the scope of its sustainability agenda. This was highlighted by the adoption of a wide range of KPIs and associated targets in 2021.

One of the most challenging and differentiating goals is to achieve Scope 1&2 net zero by 2023. Key elements have been put in place with long term renewable power contracts for all key facilities and head office along with investment in solar capacity. Indeed, Strix now expects its own renewable sources to generate around 10% of the Group's total energy requirements. As a consequence, the group started 2023 in-line with its net zero agenda. This is increasingly important as its customers look to assess their own emissions footprint, of which Strix forms part of their Scope 3 inventory. Strix's position as a leader in low emissions therefore offers a potential commercial advantage over its competition. Efforts are being expanded into analysing its own Scope 3 inventory in 2023 to fully embrace its extended emissions chain. This leads to additional constructive conversation with suppliers and customers including re-assessment of operational and supply chain practices. The Group's sustainability agenda is sympathetic to changing consumer trends and hence is key for driving the roadmap and pace of new product development.

The Group's sustainability strategy and adopted KPIs are generating greater emphasis and efforts on a broad range of aspects. Employee training has been a focus with significant increase in training hours assisted by adoption of a more structured approach, including Kallidus e-learning system and a new training management structure in China. Health & Safety continues to be a top priority with the three year average trend continuing in a positive direction. The Company values its employees and their contribution and looks to develop their wellbeing reflected in improved facilities offered by the new Chinese facility, whilst the West has seen changes in the working week, which has also increased holiday entitlement, and the introduction of two charity days a year.

Strix's sustainability agenda for 2023 remains high on the agenda as it delivers on its Scope 1&2 targets, analyses its Scope 3 emissions and continues to focus on its other KPIs. The pace and delivery of these goals reflects the strong employee ethos and commitment to the agenda.  

Dividend policy

As capital allocation decisions prioritised debt reduction, the Board decided after reviewing the level of the net debt to propose a final dividend of 3.25p per share (2021: 5.60p) which would represent a total dividend of 6.00p per share (2021: 8.35p).

The final dividend will be paid on 11 August 2023 to shareholders on the register at 30 June 2023 and the shares will trade ex-dividend from 29 June 2023.

Operations review

The factory  within Zengcheng district in Guangzhou, China, continues to be fully operational with efficiency improved by 6.1% in 2022 versus 2021.

A new EMEA Sales Director was appointed and a new Global Distributions & Logistics Director role created to provide the leadership team with additional expertise in commercialisation and cost optimisation.

An updated ESG and Sustainability report will be published on 29 March 2023.

Strix continues to implement a range of strategic initiatives to minimise the impact of the headwinds it is facing, which includes a functional streamlining programme and a focus on the reduction of inventory in order to maximise cash generation for the Group.

Financial Position

Strix is focused on its highly cash generative operating model and the management team will prioritise the integration and unlocking the anticipated revenue and cost synergies following the acquisition of Billi.

There will be no further M&A activity or investment into new factory builds, with significantly reduced capex and working capital over the medium term. Capital allocation decisions will prioritise debt reduction and free cash flow generation with a clear plan to get net debt / EBITDA to below 2.0x during 2023 and to below 1.5x during 2024.

Over the past few years, Strix has made significant investments in acquisitions, a new factory and working capital. A primary driver of the increased exceptional costs is due to the number of acquisitions and one-off costs relating to capital expenditures.

HaloSource was acquired in 2019 and contributed to the exceptional costs through the associated transaction fees. LAICA was acquired in 2020 and included an earn out clause which caused exceptional costs in outer years, along with the transaction fees in 2020. The new factory in China was completed in 2021, adding to exceptional costs from large scale capital expenditure. Most recently, Billi was acquired and its transaction fees contributed to the 2022 total. As these one-off costs are not recurring, we expect cash conversion to materially improve in coming years.

Net working capital which includes inventories, trade and other receivables, and trade and other payables (including tax liabilities, but excluding short-term portions of long-term liabilities) increased to £27.6m (FY 2021: £18.0m), an increase on £9.6m. The main driver behind this is an increase in net working capital of c.£5.9m (including tax liabilities) recognised as part of the acquisition of Billi. The rest of the increase relates to slightly higher inventory levels from prior year as the Group looks to fuel anticipated increase in demand in the new year, evident from green shoots returning in Q1 2023 . Decreases in trade and other payables were due to lower procurement activities, partially offset by decreases in trade and other receivables which were largely due to collection of VAT receivables from the Chinese government relating to the construction and completion of the new factory in China.

Outlook

Following a period of uncertainty across a number of Strix's key export markets in Q4, recent sales data in 2023 indicates that some green shoots are appearing and the path to a return of growth is opening across all segments:-

·	It is anticipated that the Chinese economy will rebound in 2023, given the change in COVID policy;
·	Estimated Kettle Sales through a major online retailer channel shows January 2023 grew by 17% versus the same period last year;
·	After usage at Strix's top five OEMs in H2 2022, the Group is now seeing a recovery in Q1 2023 which is reassuring as this has historically been a quieter trading period;
·	Signs of a pipeline refill are returning, as a small increase in consumer demand can have an outsized effect on the demand for Strix's components; and
·	The Group has delivered consumer goods business growth, despite the underlying market softening and positive contracts secured in Q1 2023.

Strix continues to implement a range of strategic initiatives to minimise the impact of the headwinds it is facing, which includes a functional streamlining programme and a focus on the reduction of inventory in order to maximise cash generation for the Group.

The successful integration of Billi will propel Strix into a new growth phase, further diversifying away from the core Kettle Controls business with strong potential for greater top line growth and improved margins going forward.

Chief financial officer's review

	Adjusted results 1			Reported results
	FY 2022	FY 2021	Change % (22 - 21)	FY 2022	FY 2021	Change % (22 - 21)
	£m	£m	%4	£m	£m	%4
Revenue	106.9	119.4	-10.5%	106.9	119.4	-10.5%
Gross profit	41.5	47.4	-12.4%	40.7	43.8	-7.1%
EBITDA 2	32.1	40.5	-20.7%	26.2	30.6	-14.4%
Operating profit	25.9	33.7	-23.1%	19.9	23.7	-16.0%
Profit before tax	22.2	32.2	-31.1%	16.1	21.5	-25.1%
Profit after tax	23.0	31.4	-26.8%	16.9	20.6	-18.0%
Net debt 3	87.4	51.2	+70.7%	87.4	51.2	+70.7%
Net cash generated from operating activities	23.4	22.3	+4.9%	23.4	22.3	+4.9%
Basic earnings per share (pence)	10.9	15.2	-28.3%	8.0	10.0	-20.0%
Diluted earnings per share (pence)	10.8	14.9	-27.5%	7.9	9.8	-19.4%
Total dividend per share (pence)	6.00	8.35	-28.1%	6.00	8.35	-28.1%

1.	Adjusted results exclude exceptional items, which include share-based payment transactions, COVID-19 related costs, and other reorganisation and strategic project costs. Adjusted results are non-GAAP metrics used by management and are not an IFRS disclosure. A table which shows both Adjusted and Reported results is included in the Chief Financial Officer's review.
2.	EBITDA, which is defined as earnings before finance costs, tax, depreciation and amortisation, is a non-GAAP metric used by management and is not an IFRS disclosure.
3.	Net debt excludes the impact of IFRS 16 lease liabilities, pension liabilities, deferred tax liabilities and earn-out provisions on satisfaction of performance conditions and providing post-combination services. Net debt including earn-out provisions was £94.9m.
4.	Figures are calculated from the full numbers as presented in the consolidated financial statements.

Financial performance

Revenues decreased by 10.5% year on year to £106.9m (FY 2021 £119.4m). This was predominantly due to a drop in sales within our kettle controls category. As stated previously in our trading updates released both in July 2022 and November 2022, revenues have been adversely impacted by the ongoing conflict in Ukraine, and the disruptive effect of ongoing lockdowns which were enforced in China throughout most of 2022, impacting two of our top five major OEM customers. This resulted in a decrease of c.£16.9m (19.8% decrease) for kettle controls. Despite the drop in overall sales, the water category showed an improvement in sales from last year reflecting the success of our performance from online market place launches as Strix continues to expand its online presence, together with contributions from post-acquisition sales in Billi. The appliances category also showed an uplift predominantly due to Billi's acquisition, where organic Strix appliance revenues were flat against a market that declined.

Adjusted gross profit decreased by 12.4% to £41.5m (FY 2021: £47.4m), in most part due to the impact of revenues for kettle controls falling as described above. The decrease was slightly offset by increases for both the water and appliances categories of £1.0m (13.8% increase) and £0.9m (18.0% increase) respectively, reflective of the increases in sales in these categories as described above. Reported gross profits decreased by 7.1% to £40.7m (FY 2021: £43.8m).

Adjusted gross profit margin in FY 2022 was 38.8% (FY 2021: 39.7%), showing a small margin dilution of 0.9% compared to last year. This dilution is mainly attributable to lower kettle controls sales in the regulated markets that command higher margins but helped partially by the price increase implemented in the second quarter of FY 2022 across all kettle controls.  The dilution in kettle controls was partially compensated by the water and the appliances categories that showed margin improvements of 0.3% and 1.7% respectively. The appliances that were launched in FY 2021 had better sales mixes in FY 2022, and together Billi's contributions post acquisition of one month, both helped to drive better margins. 

Adjusted EBITDA was £32.1m (FY 2021: £40.5m), showing a decrease of 20.7% compared to last year. The decrease is directly attributable to the decrease in revenues as described above. Adjusted EBITDA is defined as profit before depreciation, amortisation, finance costs, finance income, taxation, and exceptional items including share based payments. Reported EBITDA decreased by 14.4% to £26.2m (FY 2021: £30.6m).

Adjusted EBITDA margin in FY 2022 was 30.0% (FY 2021: 33.9%), representing a margin dilution of 3.9%. In addition to the margin dilution in adjusted gross profit margins described above, other various factors which then contributed to the dilution of adjusted EBITDA margins included, amongst others: 

·	Billi costs incurred post acquisition,
·	investment in human resources in our commercial areas to meet medium-term targets,
·	higher advertising and promotional costs as the Group continued to further promote water and appliances products in the market, and
·	higher stock handling and outward carriage and freight costs due to global inflationary pressures experienced in the current year.

Adjusted operating profits decreased by 23.1% to £25.9m (FY 2021: £33.7m), a decrease of £7.8m, attributable mainly to the drop in revenues. Reported operating profits decreased by 16.0% to £19.9m (FY 2021: £23.7m) after deducting exceptional costs of £5.9m (FY 2021: £9.9m) which decreased mainly due to reasons described in the "Costs" section further below.

Adjusted operating profit margins were diluted by 4.0% to 24.2% (FY 2021: 28.2%) compared to last year. Main reasons for the dilution in margin are the same as those attributable to the dilution in adjusted EBITDA margins described earlier above. Despite the margin dilution, as disclosed in the interim results released in September 2022, accounting estimates changes were made during the year relating to the reassessment of the useful lives of certain production and other assets which resulted in lower depreciation and amortisation charges of c.£1.8m being recognised in the current year compared to last year (excluding the change of accounting estimates, adjusted operating profit margins dilution year over year is 4.8%). Refer to notes 2, 11 and 12 of the consolidated financial statements below for full disclosures of the change in accounting estimates.

Adjusted profit before tax was £22.2m (FY 2021: £32.2m), a decrease of £10.0m (31.1% decrease) from last year. This is attributable to the reasons stated above for decreases in operating profit, and also increases in net finance costs. Net finance costs (excluding the impact of exceptional finance costs of £0.2m (FY 2021: £0.8m) relating to the discount unwinding of the present value of contingent consideration recognised on acquisition of LAICA in 2020) increased by £2.3m from last year due to an increase in the net debt to fund the Billi acquisition and a higher interest rates environment. Reported profit before tax was £16.1m (FY 2021: £21.5m).

Adjusted profit after tax was £23.0m (FY 2021: £31.4m), a decrease of £8.4m (26.8% decrease). The tax expense significantly decreased in the current year mainly due to tax incentive credits granted in Italy during the year, and continued adoption of certain tax measures in China with the move of operations to the new factory location in 2021 which prompted the release of previous years' tax provisions. Reported profit after tax was £16.9m (FY 2021: £20.6m).

Costs

Costs in FY 2022 generally decreased across the board compared to the prior year, mainly reflective of the decrease in the top line revenues.

Cost of sales (excluding exceptional costs) decreased by 9.2% to £65.4m (FY 2021: £72.0m), in line with the decrease in revenues. Positive measures taken to counter the costs pressure included price increases implemented on our kettle controls and water filtration products in the first half of the year, improved margins in our appliances category, and efficiencies realized from use of automation and lean production processes.

Distributions costs increased by 18.1% to £10.8m (FY 2021: £9.2m) mainly due to inflationary pressures causing higher stock handling costs, higher outward carriage and freight costs, higher payroll costs for the Group's sales and marketing function, and increased advertising and promotional costs as we continue our drive to expand our reach in the market for our water and appliance products.  Billi's consolidation of one month also contributed to the increase.  Strix's organic distribution costs increased by 16%.

Administration costs (excluding exceptional costs) increased by 9.0% to £5.6m (FY 2021: £5.1m), increasing mainly due to costs incurred in Billi post acquisition.  Strix's organic administration costs has reduced modestly by c.1%.

Exceptional costs (including exceptional finance costs for the discount unwinding of the present value of contingent consideration recognised on acquisition of LAICA in 2020, which are included in net finance costs) decreased by 43% to £6.1m (FY 2021: £10.7m). As previously stated in the interim results released in September 2022, due the completion of the new manufacturing plant in China last year, there were no material factory-related exceptional costs incurred in the current year, which is the main reason for the decrease. Exceptional costs incurred in the current year mainly related to the accrual of the employment earn-out costs payable in 2023 to vendor shareholders of LAICA per the supplemental consulting agreement signed at acquisition, and costs relating to the Billi acquisition. Other exceptional items include disaster recovery costs from the cyber incident reported in Feb 2022, COVID-related costs due to lockdowns in China in the earlier part of the current year, and reorganisation costs relating to internal streamlining.

Cash flow

Cashflows from operating activities showed a modest improvement of £1.1m despite the softening of trading performance.  This is largely due to the improvement in the changes of net working capital (£8.8m), that largely offset the downside of cashflows from operating profit (£8.4m). 

Movements in net working capital showed a decrease in cash outflows compared to the prior year.  Net working capital cash outflows decreased from £11.4m in FY 2021 to £2.6m in FY 2022. The decrease in net cash outflows from net working capital were mainly due to:

·	Stocks: diligent measures were put in place to optimise Strix's Core supply chains and procurement levels, including manufacturing and in-sourcing, and this resulted in a reduction of stock-related cash outflows to £0.7m vs prior year cash outflows of £5.3m. The increase of stocks in Billi was c.£0.5m post acquisition. This resulted in a total cash outflow of stock in the current year of £1.2m to fuel anticipated increase in demand in the new year, evident from green shoots returning in Q1 2023.
·	Debtors:  a significant improvement in debtor cash flows due to concerted efforts to tighten up accounts receivables collections and to also collect  on c.£4.0m of new factory-related VAT from the Chinese government in the year, slightly offset by increases in debtor balances in Billi post acquisition (c.£0.8m);
·	Creditors: the significant improvements in cash flows from inventories and debtors were however partially offset (marginally) by lower creditors due to lower procurement activities.

Tax-related cash outflows decreased from £1.9m in FY 2021 to £1.2m in FY 2022 mainly due to tax incentive credits granted in Italy.

Cash outflows for investing activities significantly increased in the current year from £17.0m in FY 2021 to £47.8m in FY 2022 mainly due to the acquisition of Billi, which was paid for in cash and funded through refinancing of our revolving credit facility (see next paragraph below). This was partially offset by a decrease in capital expenditures because of the new Chinese manufacturing plant which was completed in the second half of the prior year.

Cash inflows for financing activities significantly increased by £37.1m compared to the prior year, driven by an increase in the net debt from refinancing of our revolving credit facility to fund the acquisition of Billi.

Balance Sheet

Property, plant and equipment increased to £47.4m (FY 2021: £42.8m), presenting a net increase of £4.6m (11% increase).  Part of the increase, amounting to £3.4m, is attributable to assets recognised as part of the acquisition of Billi. The remainder of the increase in property, plant and equipment is attributable to (1) additions to plant and machinery and production tools of £3.8m for improvement of automation and production efficiencies in the new factory, and an increase of fixtures, fittings, equipment (including computer hardware), motor vehicles and right-of-use assets totaling £2.1m, (2) partially offset de-recognition of assets worth £0.7m, a significantly amount of this being right-of-use assets from streamlining of offices overseas, and then also depreciation charges of £4.2m (FY 2021: £4.6m).

Intangible assets increased to £73.4m (FY 2021: £30.5m) reflecting a net increase of £42.9m. The net increase is mainly due to intangible assets (including goodwill) of c.£40.1m recognized in the current year as part of the purchase price allocation (PPA) exercise from the acquisition of Billi. Other notable additions to intangible assets were relating to capitalised development costs from new product development projects of circa £3.3m, and computer software and other intangible asset additions of circa £0.5m. The total amortisation charges were £2.1m (FY 2021: £2.3m), and foreign currency movements of £1.1m were recognised on translation of intangible assets denominated in foreign currencies.

Net working capital balance which includes inventories, trade and other receivables, and trade and other payables (including tax liabilities, but excluding short-term portions of long-term liabilities) increased to £27.6m (FY 2021: £18.0m), an increase on £9.6m. The main driver behind this is an increase in net working capital c.£5.9m (including tax liabilities) recognised as part of the acquisition of Billi. The rest of the increase relates to taxes, foreign exchange revaluation, inventory and creditors movements as largely explained above in the cash flow section.

Non-current liabilities (including short-term portions) increased to £141.6m (FY 2021: £85.0m), an increase of £56.6m, which is mainly driven by the further drawdowns in the year from the revolving credit facility to fund the acquisition of Billi and for payment of outstanding amounts accrued as contingent consideration (earn-out provisions set up in FY 2020) payable in FY 2023 to the previous owners of LAICA upon meeting certain performance and employment conditions.

Net debt

The Group's net debt position, excluding earn-out provisions, as at 31 December 2022 increased to £87.4m (FY 2021: £51.2m). 

Total committed debt facilities, net of arrangement fees, at 31^st December 2022 amounted to £117.8m, giving a liquidity pool of £30.4m. Net debt equated to 2.18 times trailing twelve months' EBITDA, which compares favourably to our debt covenant threshold of 3.50 times.

Dividend

Given the increase in net debt due to the strategic acquisition of Billi, and with the high interest rates environment, the Board continues to take precautions to balance the capital allocation priorities. To be prudent, the Board has decided to declare a final dividend of 3.25p per share (FY 2021: 5.60p). With an interim dividend paid on October 2022, the total dividend declared for FY 2022 is 6.00p per share (FY 2021: 8.35p per share).

The final dividend will be paid on 11 August 2023 to shareholders on the register at 30 June 2023 and the shares will trade ex-dividend from 29 June 2023. 

Consolidated statement of comprehensive income

for the year ended 31 December 2022

	Note	2022	2021
		£000s	£000s
Revenue	7	106,920	119,410
Cost of sales - before exceptional items		(65,395)	(71,986)
Cost of sales - exceptional items	6	(847)	(3,578)
Cost of sales		(66,242)	(75,564)
Gross profit		40,678	43,846
Distribution costs		(10,824)	(9,168)
Administrative expenses - before exceptional items		(5,570)	(5,107)
Administrative expenses - exceptional items	6	(5,101)	(6,363)
Administrative expenses		(10,671)	(11,470)
Share of losses from joint ventures		(18)	(50)
Other operating income		751	562
Operating profit		19,916	23,720
Analysed as:
Adjusted EBITDA1		32,128	40,540
Amortisation	11	(2,063)	(2,310)
Depreciation	12	(4,201)	(4,569)
Exceptional items	6	(5,948)	(9,941)
Operating profit		19,916	23,720
Finance costs	8	(3,925)	(2,226)
Finance income		59	13
Profit before taxation		16,050	21,507
Income tax credit / (expense)	9	805	(860)
Profit for the year		16,855	20,647
Other comprehensive income/(expense)
Items that may be reclassified to profit or loss:
Exchange differences on translation of foreign operations		1,495	(1,693)
Total comprehensive income for the year		18,350	18,954
Profit for the year attributable to:
Equity holders of the Company		16,790	20,599
Non-controlling interests		65	48
		16,855	20,647
Total comprehensive income for the year attributable to:
Equity holders of the Company		18,324	18,736
Non-controlling interests		26	218
		18,350	18,954
Earnings per share (pence)
Basic	10	8.0	10.0
Diluted	10	7.9	9.8

¹ Adjusted EBITDA, which is defined as earnings before finance costs, tax, depreciation, amortisation, and exceptional items, is a non-GAAP metric used by management and is not an IFRS disclosure

Consolidated statement of financial position

as at 31 December 2022

	Note	2022	2021
ASSETS		£000s	£000s
Non-current assets
Intangible assets	11	73,374	30,468
Property, plant and equipment	12	47,364	42,763
Investments in joint ventures		19	28
Net investments in finance leases		16	15
Total non-current assets		120,773	73,274
Current assets
Inventories	15	27,702	20,022
Trade and other receivables	16	29,791	25,511
Current income tax receivable	16	497	-
Cash and cash equivalents	17	30,443	19,670
Total current assets		88,433	65,203
Total assets		209,206	138,477
EQUITY AND LIABILITIES
Equity
Share capital and share premium	24	23,861	13,139
Share based payment reserve	23	202	2,039
Retained earnings		12,479	10,146
Non-controlling interests		707	681
Total equity		37,249	26,005
Current liabilities
Trade and other payables	18	29,963	25,886
Borrowings	19	14,734	1,064
Lease liabilities	26	1,069	773
Contingent consideration	14	7,532	6,082
Current income tax liabilities	18	444	1,631
Total current liabilities		53,742	35,436
Non-current liabilities
Lease liabilities	26	2,819	2,598
Deferred tax liability	9	11,387	2,303
Borrowings	19	103,092	69,782
Contingent consideration	14	-	1,382
Post-employment benefits	5(c)	917	971
Total non-current liabilities		118,215	77,036
Total liabilities		171,957	112,472
Total equity and liabilities		209,206	138,477

Consolidated statement of changes in equity

for the year ended 31 December 2022

	Share capital and share premium	Share based payment reserve	Retained (deficit) / earnings	Total Equity attributable to owners	Non-controlling interests	Total Equity
	£000s	£000s	£000s	£000s	£000s	£000s
Balance at 1 January 2021	13,130	1,913	6,290	21,333	716	22,049
Profit for the year	-	-	20,599	20,599	48	20,647
Other comprehensive income / (expenses)	-	-	(1,863)	(1,863)	170	(1,693)
Total comprehensive income for the year	-	-	18,736	18,736	218	18,954
Dividends paid (note 25)	-	-	(16,510)	(16,510)	-	(16,510)
Dividends paid to non-controlling interests	-	-	253	253	(253)	-
Transfers between reserves (note 23)	9	(1,249)	1,240	-	-	-
Share based payment transactions (note 23)	-	1,549	-	1,549	-	1,549
Total transactions with owners recognised directly in equity	9	300	(15,017)	(14,708)	(253)	(14,961)
Other transactions recognised directly in equity (note 23)	-	(174)	137	(37)	-	(37)
Balance at 1 January 2022	13,139	2,039	10,146	25,324	681	26,005
Profit for the year	-	-	16,790	16,790	65	16,855
Other comprehensive income / (expenses)	-	-	1,534	1,534	(39)	1,495
Total comprehensive income for the year	-	-	18,324	18,324	26	18,350
Dividends paid (note 25)	-	-	(17,300)	(17,300)	-	(17,300)
Share-based payment transactions (note 23)	-	(491)	-	(491)	-	(491)
Transfers between reserves (note 23)	7	(1,210)	1,203	-	-	-
Issue of shares (note 24)	13,000	-	-	13,000	-	13,000
Transaction costs (note 24)	(2,285)	-	-	(2,285)	-	(2,285)
Total transactions with equity holders recognised directly in equity	10,722	(1,701)	(16,097)	(7,076)	-	(7,076)
Other transactions recognised directly in equity (note 23)	-	(136)	106	(30)	-	(30)
Balance at 31 December 2022	23,861	202	12,479	36,542	707	37,249

Consolidated statement of cash flows

for the year ended 31 December 2022

		2022	2021
	Note	£000s	£000s
Cash flows from operating activities
Cash generated from operations	27	24,567	24,206
Tax paid		(1,204)	(1,916)
Net cash generated from operating activities		23,363	22,290
Cash flows from investing activities
Purchase of property, plant and equipment		(4,749)	(12,049)
Capitalised development costs	11	(3,326)	(3,609)
Purchase of LAICA S.p.A (deferred consideration)		(1,671)	(1,605)
Purchase of Billi, net of cash acquired	14	(37,658)	-
Purchase of other intangibles	11	(484)	(1,487)
Proceeds on sale of property, plant and equipment		-	1,750
Finance income		59	13
Net cash used in investing activities		(47,829)	(16,987)
Cash flows from financing activities
Drawdowns under credit facility	19	46,487	24,000
Repayment of borrowings	19	-	(5,820)
Finance costs paid	19	(3,263)	(1,170)
Principal elements of lease payments	26	(833)	(1,562)
Proceeds from issue of new shares, net of issuance transaction costs	24	10,715	-
Dividends paid	25	(17,300)	(16,510)
Dividends paid to non-controlling interests		-	(254)
Net cash used in financing activities		35,806	(1,316)
Net increase in cash and cash equivalents		11,340	3,987
Cash and cash equivalents at the beginning of the year		19,670	15,446
Effects of foreign exchange on cash and cash equivalents		(567)	237
Cash and cash equivalents at the end of the year		30,443	19,670

Notes to the consolidated financial statements

for the year ended 31 December 2022

 1.   GENERAL INFORMATION

Strix Group Plc ("the Company") was incorporated and registered in the Isle of Man on 12 July 2017 as a company limited by shares under the Isle of Man Companies Act 2006 with the registered number 014963V. The address of its registered office is Forrest House, Ronaldsway, Isle of Man, IM9 2RG.

The Company's shares were admitted to trading on AIM, a market operated by the London Stock Exchange, on 8 August 2017. The principal activities of Strix Group Plc and its subsidiaries (together "the Group") are the design, manufacture and supply of kettle safety controls and other components and devices involving water heating and temperature control, steam management, water filtration and small household appliances for personal health and wellness.

2.   PRINCIPAL ACCOUNTING POLICIES

The Group's principal accounting policies, all of which have been applied consistently to all of the years presented, are set out below.

Basis of preparation

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") and International Financial Reporting Standards Interpretation Committee ("IFRS IC") interpretations as adopted by the European Union. The financial statements have been prepared on the going concern basis.

The preparation of consolidated financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements, are disclosed in note 3.

Historical cost convention

The financial statements have been prepared on a historical cost basis, except for the following:

·	contingent consideration - measured at fair value

Going concern

These consolidated financial statements have been prepared on the going concern basis.

The Directors have made enquiries to assess the appropriateness of continuing to adopt the going concern basis. In making this assessment the Directors have considered the following:

·	the strong historic trading performance of the Group;
·	budgets and cash flow forecasts for the period to December 2024;
·	the current financial position of the Group, including its cash and cash equivalents balances of £30.4m;
·	the availability of further funding by way of access to the AIM market afforded by the Company's admission to AIM);
·	the low liquidity risk the Group is exposed to;
·	the fact that the Group operates within a sector that is experiencing relatively stable demand for its products, despite a dip in sales due to the global COVID-19 pandemic and the conflict in Ukraine.; and
·	that there has minimal disruption to the Group's manufacturing or supply chain.

Based on these considerations, the Directors have concluded that there are no material uncertainties that may cast significant doubt on its ability to continue as a going concern and the Group has adequate resources to continue in operational existence for the foreseeable future. As a result, the Directors continue to adopt the going concern basis of accounting in preparing the consolidated financial statements.

There are no standards, amendments to standards or interpretations that the Group has applied for the first time in the reporting period commencing 1 January 2022 that have had a material impact on the financial statements.

Standards, amendments and interpretations which are not effective or early adopted

Certain new accounting standards and interpretations have been published that are not mandatory for 31 December 2022 reporting periods and have not been early adopted by the Group. These standards are not expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions.

Basis of consolidation

The consolidated financial statements comprise the financial statements of the Company and all of its subsidiary undertakings. Subsidiaries are fully consolidated from the date on which control commences and are deconsolidated from the date that control ceases. The financial statements of all group companies are adjusted, where necessary, to ensure the use of consistent accounting policies.

Subsidiaries

Subsidiaries are entities controlled by the Group. Control exists when the Group is exposed to or has the rights to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

Subsidiaries are fully consolidated from the date on which control is transferred to the Group. Consolidation of subsidiaries ceases from the date that control also ceases.

Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statement of comprehensive income, consolidated statement of changes in equity and the consolidated statement of financial position, respectively.

Joint ventures

Joint ventures are joint arrangements of which the Group has joint control, with rights to the net assets of those arrangements. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control. Interests in joint ventures are accounted for using the equity method of accounting (detailed below) after being recognised at cost in the consolidated statement of financial position. 

Equity method of accounting

Under the equity method of accounting, investments in joint ventures are initially recognised at cost and adjusted thereafter to recognise the Group's share of the post-acquisition profits or losses from the joint arrangement in profit or loss, and the Group's share of movements in other comprehensive income of the joint arrangement in other comprehensive income. Dividends received from joint ventures are recognised as a reduction in the carrying amount of the investment.

Unrealised gains on transactions between the Group and its joint ventures are eliminated to the extent of the Group's interest in these entities.

The carrying amount of equity-accounted investments is tested for impairment in accordance with the impairment of assets policy as described below in this note.

Transactions eliminated on consolidation

Intra-group balances, and any gains and losses or income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements.

Business combinations

Business combinations are accounted for using the acquisition method as at the acquisition date with the assets and liabilities of subsidiaries being measured at their fair values. Any excess of the cost of acquisition over the fair values of the identifiable net assets acquired is recognised as goodwill. The Group measures goodwill at the acquisition date as:

·	the fair value of the consideration transferred; plus
·	the recognised amount of any non-controlling interests in the acquiree; plus
·	if the business combination is achieved in stages, the fair value of the pre-existing interest in the acquiree; less
·	the fair value of the identifiable assets acquired and liabilities assumed.

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date. The Group recognises any non-controlling interest in the acquired entity on an acquisition-by-acquisition basis at the non-controlling interest's proportionate share of the fair value of the acquired entity's net identifiable assets. Transaction costs that the Group incurs in connection with a business combination are expensed as incurred.

If the initial accounting for a business combination is preliminary by the end of the reporting period in which the business combination occurs, provisional amounts are reported.  Those provisional amounts are adjusted during the measurement period, or additional assets or liabilities recognised retrospectively to reflect the new information obtained about facts and circumstances that existed as at the acquisition date, and if known, would have affected the measurement of assets and liabilities recognised at that date. Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are subsequently remeasured to fair value, with changes in fair value recognised in profit or loss.

Foreign currency translation

Functional and presentational currency

Items included in the financial information of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates ("the functional currency"). The consolidated financial statements are presented in Pound Sterling, which is Strix Group Plc's functional and presentation currency.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions, and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates, are recognised in the consolidated statement of comprehensive income within cost of sales.

Group companies

The results and financial position of foreign operations that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

·	assets, including intangible assets and goodwill arising on acquisition of those foreign operations, and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of financial position, or at historic rates for certain line items;
·	income and expenses for each statement of comprehensive income presented are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and
·	all resulting exchange differences are recognised in other comprehensive income. Such translation differences are reclassified to profit or loss only on disposal or partial disposal of the foreign operation.

Property , plant and equipment

Initial recognition and measurement

Items of property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. Cost includes the original purchase price of the asset and the costs attributable to bringing the
asset to its working condition for its intended use. When parts of an item of property, plant and equipment have different useful lives, the components are accounted for as separate items.

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. Repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred.

Subsequent measurement

Depreciation is calculated using the straight-line method to allocate the cost of the assets, net of any residual values, over their estimated useful lives.

At the beginning of the year, Management reassessed the economic useful lives of certain property, plant and equipment. The reassessment was performed in light of the Group's historical usage of the assets, condition of the assets at the time of the assessment, technical and or commercial factors as well as legal and contractual terms where applicable. Based on the reassessment, the assets' useful lives were extended to appropriately reflect Management's expected use of the assets. The revision to the accounting estimate has been effected prospectively as from the beginning of the current year. Note 12 details the financial impact of the change in the useful lives of these assets.

The revised useful lives are shown below:

Asset class	Previous estimate	Revised estimate
· Plant and machinery	3-10 years	3-25 years
· Fixtures, fittings and equipment	2-5 years	2-10 years
· Motor vehicles	3-5 years	unchanged
· Production tools	1-5 years	1-10 years
· Right-of-use assets	2-8 years (based on the lease term)	unchanged
· Land and buildings	50 years	unchanged

The asset class 'Point-of-use dispensers' were acquired on acquisition of the Billi entities (notes 12 and 14) and are depreciated over 4 - 10 years.

The Group manufactures some of its production tools and equipment. The costs of construction are included within a separate category within property, plant and equipment ("assets under construction") until the tools and equipment are ready for use at which point the costs are transferred to the relevant asset category and depreciated. Any items that are scrapped are written off to the consolidated statement of comprehensive income.

The assets' residual values and useful lives are reviewed at the end of each reporting period.

Fixtures, fittings and other equipment includes computer hardware.

Derecognition

Property, plant and equipment assets are derecognised on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from derecognition of property, plant and equipment, measured as the difference between net disposal proceeds and the carrying amount of the asset, are recognised in the consolidated statement of comprehensive income on derecognition.

Impairment

Tangible assets that are subject to depreciation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. 

Intangible assets

Initial recognition and measurement

The Group's intangible assets relate to goodwill, capitalised development costs, intellectual property, customer relationships, brands and computer software. Goodwill is the excess of the consideration paid over the fair value of the identifiable assets, liabilities and contingent liabilities in a business combination and relates to assets which are not capable of being individually identified and separately recognised. Goodwill acquired is allocated to those cash-generating units ("CGUs") expected to benefit from the business combination in which the goodwill arose. Goodwill is measured at cost less any accumulated impairment losses and is held in the functional currency of the acquired entity to which it relates and remeasured at the closing exchange rate at the end of each reporting period, with the movement taken through other comprehensive income. The CGUs represent the lowest level within the Group at which goodwill is monitored for internal management purposes.

Capitalised development costs are recorded as intangible assets and amortised from the point at which the asset is ready for use. Internal costs that are incurred during the development of significant and separately identifiable new products and manufacturing techniques for use in the business are capitalised when the following criteria are met:

·	it is technically feasible to complete the project so that it will be available for use;
·	management intends to complete the project and use or sell it;
·	it can be demonstrated how the project will develop probable future economic benefits;
·	adequate technical, financial, and other resources to complete the project and to use or sell the project output are available; and
·	expenditure attributable to the project during its development can be reliably measured.

Capitalised development costs include employee, travel and other directly attributable costs necessary to create, produce and prepare the asset to be capable of operating in the manner intended by management. Refer to note 6(a) for details.

Intellectual property is capitalised where it is probable that future economic benefits associated with the patent will flow to the Group, and the cost can be measured reliably. The costs of renewing and maintaining patents are expensed in the consolidated statement of comprehensive income as they are incurred.

Customer relationships, intellectual property and brands are recognised on acquisitions where it is probable that future economic benefits will flow to the Group.

Computer software is only capitalised when it is probable that future economic benefits associated with the software will flow to the Group, and the cost of the software can be measured reliably. Computer software that is integral to an item of property, plant and equipment is included as part of the cost of the asset recognised in property, plant and equipment.

Other development expenditures that do not meet these criteria are recognised as an expense as incurred.

Subsequent measurement

The Group amortises intangible assets with a limited useful life using the straight-line method.

At the beginning of the year, Management reassessed the economic useful lives of certain intangible assets. The reassessment was performed in light of the Group's historical realisation of the economic benefits from the intangible assets, technical and or commercial factors as well as legal and contractual terms where applicable. Based on the reassessment, the assets' useful lives were extended to appropriately reflect Management's expected realisation of the economic benefits from the intangible assets. The revision to the accounting estimate has been effected prospectively as from the beginning of the current year. Note 11 details the financial impact of the change in the useful lives of these assets.

    The revised useful lives are shown below:

Asset class	Previous estimate	Revised estimate
· Capitalised development costs	2-5 years	2-10 years
· Intellectual property	Lower of useful or legal life	unchanged
· Technology and software	2-10 years	unchanged
· Customer relationships	10-13 years	unchanged
· Brands	Indefinite useful life	unchanged
· Goodwill	Indefinite useful life	unchanged

Brands have an indefinite useful life because there is no foreseeable limit on the period during which the Group expects to consume the future economic benefits embodied in the asset.

The LAICA brand has been trading since inception and has been a well recognisable brand amongst the Group's trading partners, and the Group does not foresee a time limit by when these partnerships will cease.

The Billi brand is a well-established and competitive brand, being one of the top 2 brands in the Australian and New Zealand industries, and well recognised in the United Kingdom among residential and commercial clientele. The Group does not foresee a time limit by when this market presence will cease. 

Amortisation is charged to the consolidated statement of comprehensive income on a straight-line basis over the estimated useful lives above.

Derecognition

Intangible assets are derecognised on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from derecognition of intangible assets, measured as the difference between the net disposal proceeds and the carrying amount of the asset, and are recognised in the consolidated statement of comprehensive income when the asset is derecognised. Where a subsidiary is sold, any goodwill arising on acquisition, net of any impairment, is included in determining the profit or loss arising on disposal. 

Impairment

Intangible assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use.

Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired.

An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.

Intangible assets with indefinite useful lives impairment assessments

Intangible assets with indefinite useful lives arising on business combinations are allocated to the relevant CGU and are treated as the foreign operation's assets.

Impairment reviews are performed at least annually, or more frequently if there are indicators that goodwill might be impaired. The Group has assessed the carrying values of goodwill and brands to determine whether any amounts have been impaired. The recoverable amount of the underlying CGU was based on a value in use model where future cashflows were discounted using a weighted average cost of capital as the discount rate with terminal values calculated applying a long-term growth rate. In determining the recoverable amount, the Group considered several sources of estimation uncertainty and made certain assumptions or judgements about the future. Future events could cause the assumptions used in the impairment review to change with an impact on the results and net position of the group.

Leases

The leasing activities of the Group and how these are accounted for

The Group leases office space, workshops, warehouses and factory space. Rental contracts are typically made for periods of 3 - 10 years, but may have extension options. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants, but leased assets may not be used as security for borrowing purposes.

Leases are recognised as a right-of-use ("ROU") assets and a corresponding liability at the date at which the leased asset is available for use by the Group. Each lease payment is allocated between the liability, finance costs and foreign exchange (where the lease is denominated in a foreign currency). The finance cost is charged to 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. The right-of-use asset is depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis.

Measurement of future lease liabilities

Assets and liabilities arising from a lease are initially measured on a present value basis. Future lease liabilities include the net present value of the following lease payments:

·	fixed payments (including in-substance fixed payments), less any lease incentives receivable
·	variable lease payments that are based on an index or a rate
·	amounts expected to be payable by the lessee under residual value guarantees
·	the exercise price of a purchase option if the lessee is reasonably certain to exercise that options, and
·	the payment of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.

The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases in the Group, the lessee's incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.

Lease payments are allocated between principal and finance cost. The finance cost is charged to the consolidated statement of comprehensive income over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

Measurement of right-of-use assets

Right-of-use assets are measured at cost comprising the following:

·	the amount of the initial measurement of lease liability
·	any lease payments made at or before the commencement date less any lease incentives received
·	any initial direct costs, and
·	restoration costs

Right-of-use assets are generally depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis.

Payments associated with short-term leases and leases of low-value assets are recognised on a straight-line basis as an expense in the consolidated statement of comprehensive income. Short-term leases are leases with a lease term of 12 months or less. Low-value assets comprise primarily IT equipment.

Extension and termination options

Extension and termination options are included in a number of property leases across the Group. These terms are used to maximise operational flexibility in terms of managing contracts.

Lease income

Lease income from operating leases where the Group is a lessor, and where substantially all the risks and rewards associated with the leased asset remain with the Group, is recognised in other income on a straight-line basis over the lease term.

Financial assets

Classification

The Group classifies its financial assets as financial assets held at amortised cost.  Management determines the classification of its financial assets at initial recognition.

The Group classifies its financial assets as at amortised cost only if both of the following criteria are met:

·	the asset is held within a business model whose objective is to collect the contractual cash flows; and
·	the contractual terms give rise to cash flows that are solely payments of principal and interest.

Financial assets held at amortised cost are initially recognised at fair value, and are subsequently stated at amortised cost using the effective interest method. Financial assets at amortised cost comprise cash and cash equivalents and trade and other receivables (excluding prepayments and the advance purchase of commodities). Trade receivables are amounts due from customers for products sold performed in the ordinary course of business. They are due for settlement either on a cash in advance basis, or generally within 45 days, and are therefore all classified as current. Other receivables generally arise from transactions outside the usual operating activities of the Group.

Impairment of financial assets

The Group assesses, on a forward-looking basis, the expected credit losses associated with its debt instruments carried at amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk.

The Group applies the expected credit loss model to financial assets at amortised cost. For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables. Given the nature of the Group's receivables, expected lifetime losses are not material.

Financial liabilities

With the exception of contingent consideration, the Group initially recognises its financial liabilities at fair value net of transaction costs where applicable and subsequently they are measured at amortised cost using the effective interest method. Financial liabilities comprise trade payables, payments in advance from customers and other liabilities. They are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Contingent consideration is measured at fair value with changes in fair value recognised in profit or loss.

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Other liabilities include rebates.

Borrowing costs

Borrowing costs or arrangement fees, including option-type arrangements, are recognised initially at fair value. Borrowing costs including option-type borrowing arrangements are subsequently measured at amortised cost. The establishment of such option-type arrangements are recognised as a 'right to borrow' asset, and together with other borrowing costs or arrangement fees are amortised over the period of the facilities to which the fees relate, and are deducted from the carrying value of the financial liability.

General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for its intended use or sale. Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings, pending their expenditure on qualifying assets, is deducted from the borrowing costs eligible for capitalisation. Other borrowing costs are expensed in the period in which they are incurred.

Cash and cash equivalents

Cash and cash equivalents comprise cash balances and call deposits with a maturity of three months or less. While cash and cash equivalents are also subject to the impairment requirements of IFRS 9, impairment losses are not material.

Employee benefits

The Group provides a range of benefits to employees, including annual bonus arrangements, paid holiday entitlements and defined benefit and contribution pension plans.

Short-term benefits

Short-term benefits, including holiday pay and similar non-monetary benefits, are recognised as an expense in the period in which the service is rendered. The Group recognises a liability and an expense for bonuses where contractually obliged or where there is a past practice that has created a constructive obligation.

Pensions

Subsidiary companies operate both defined contribution and defined benefit plans for the benefit of their employees.

A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. The Group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. The Group has no further payment obligations once the contributions have been paid. The contributions are recognised as employee benefit expense when they are due. A defined benefit plan is a pension plan that is not a defined contribution plan.

Typically, defined benefit plans define an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors, such as age, years of service or compensation.

The liability recognised in the consolidated statement of financial position in respect of the defined benefit scheme is the present value of the defined benefit obligation at the statement of financial position date less the fair value of the scheme assets, together with adjustments for unrecognised actuarial gains or losses and past service costs. The defined benefit obligation is calculated by qualified independent actuaries using the projected unit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension liability.

The net pension finance cost is determined by applying the discount rate, used to measure the defined benefit pension obligation at the beginning of the accounting period, to the net pension obligation at the beginning of the accounting period taking into account any changes in the net pension obligation during the period as a result of cash contributions and benefit payments.

Pension scheme expenses are charged to the consolidated statement of comprehensive income within administrative expenses. Actuarial gains and losses are recognised immediately in the consolidated statement of comprehensive income. Net defined benefit pension scheme deficits before tax relief are presented separately in the consolidated statement of financial position within non-current liabilities.

Share-based payments

The Group has issued conditional equity settled share-based options and conditional share awards under a Long-Term Incentive Plan ("LTIP") in the parent company to certain employees. Under the LTIP, the Group receives services from employees as consideration for equity instruments of the Group. The fair value of the employee services received in exchange for the grant of the options is recognised as an expense.

The total amount to be expensed is determined by reference to the fair value of the options granted:

·	including any market performance conditions such as the requirement for the Group's shares to be above a certain price for a pre-determined period;
·	excluding the impact of any service and non-market performance vesting conditions, including earnings per share targets, dividend targets, and remaining an employee of the Group over a specified period of time; and
·	including the impact of any non-vesting conditions, where relevant.

These awards are measured at fair value on the date of the grant using an option pricing model and expensed in the consolidated statement of comprehensive income on a straight-line basis over the vesting period, after making an allowance for the estimated number of shares that will not vest. The level of vesting is reviewed and adjusted bi-annually in the consolidated statement of comprehensive income, with a corresponding adjustment to equity.

If the terms of an equity settled award are modified, at a minimum, an expense is recognised as if the terms had not been modified. An additional expense is recognised for any modification that increases the total fair value of the share-based payment, or is otherwise beneficial to the employee, as measured at the date of modification.

If an equity award is cancelled by forfeiture, where the vesting conditions (other than market conditions) have not been met, any expense not yet recognised for that award as at the date of forfeiture is treated as if it had never been recognised. At the same time, any expense previously recognised on such cancelled equity awards is reversed, effective as at the date of forfeiture.

The dilutive effect, if any, of outstanding options is included in the calculation of diluted earnings per share.

Further details on the awards is included in note 23.

Inventories

Inventories consist of raw materials and finished goods which are valued at the lower of cost and net realisable value. Cost is determined using the weighted average cost formula. Cost comprises expenditure which has been incurred in the normal course of business in bringing the products to their present location and condition including applicable supplier rebates, and include all related production and engineering overheads at cost. Net realisable value is the estimated selling price in the ordinary course of business, less applicable selling expenses. At the end of each reporting period, inventories are assessed for impairment. If inventory is impaired, the identified inventory is reduced to its selling price less costs to complete and an impairment charge is recognised in the consolidated statement of comprehensive income.

Supplier rebates

The Group enters into agreements with suppliers whereby volume-related allowances and various other fees and discounts are received in connection with the purchase of goods from those suppliers. Most of the income received from suppliers relates to commercially agreed rebates based on historic sales volumes.

Rebates are recognised when earned by the Group, which occurs when all obligations conditional for earning income have been discharged, and the income can be measured reliably based on the terms of the contract. The income is recognised as a credit within cost of sales.

Where the income earned relates to inventories which are held by the Group at the year end, the income is included within the cost of those inventories, and recognised in cost of sales upon sale of those inventories. Amounts due relating to supplier rebates are recognised within trade and other receivables.

Revenue

The Group primarily recognises revenue from the sale of goods and services to its customers as well as from licensing arrangements. The transaction price is based on the sales agreement with the customer. Revenue is reported net of sales taxes, discounts, rebates and after eliminating intra-group sales. Rebates are based on a certain volume of purchases by a customer within a given period and are recognised on an expected value approach.

Revenue is measured based on the consideration to which the Group expects to be entitled in a contract with a customer and is recognised when the performance obligations have been fulfilled. The Group recognises revenue from the sale of goods and services either at a point in time or over time, based on the nature of the contract terms. The Group recognises revenue from three main categories namely kettle safety controls, water and appliances.

Kettle safety controls

The performance obligation is the delivery of the goods to customers, and revenue is recognised on dispatch, otherwise it is recognised when the products have been shipped to a specific location, or when the risks of obsolescence and loss have been transferred to the Original Equipment Manufacturer ('OEM') or wholesaler. All of the amounts recognised as revenue are based on contracts with customers. No element of financing is deemed present because the sales are made under normal credit terms, which is consistent with market price.

Payment terms for the majority of customers in this category are to pay cash in advance of the goods being delivered. The Group recognises the advance payments within trade and other payables on the consolidated statement of financial position as "Payments in advance from customers". At the point the revenue is recognised, these balances are transferred from "Payments in advance from customers" to revenue. For the majority of other customers payment is normally due within 30 to 45 days from the date of sale.

Water and appliances

The Group recognises revenue from the following major sources under water and appliances categories:

·	Sale of components and devices involving water heating and temperature control, steam management and water filtration;
·	Sale of Point-of-use (POU) water and coffee machines;
·	Rental of Point-of-use (POU) dispensers and coffee machines;
·	Servicing of Point-of-use (POU) units; and
·	Sale of consumables

Sale of components, devices and consumables

Sales are either 'direct' to the end user customers or 'indirect' to wholesale and retail distributors. Revenue from the supply of goods is recognised once control of the goods has been transferred to the customer, being when goods have been delivered to a customer site or in the case of indirect sales, when the goods have been delivered to the wholesale distributor.

Rental of dispensers

Rental income is made up of revenue from the supply of goods where the Group is lessor in an operating lease and is recognised over time, with the transaction price allocated to this service released on a straight-line basis over the period of the lease. Included in the transaction price for the rental of dispensers, in some contracts, is the installation of those dispensers. The rental and installation elements of the contract are considered to be one deliverable, as they are highly interrelated, and therefore there is no allocation of a portion of the transaction price to the installation.

Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease (except where immaterial) are added to the carrying amount of the leased asset and recognised on a straight-line basis over the lease term. Commissions on new contracts are capitalised and depreciated over one and a half times the initial lease term. 

Rental agreements run for a minimum period of twelve months and typically for three to five years. Some rental agreements have no fixed end date and may be cancelled by either party subject to a minimum notice period or early termination penalty. The average useful economic life for a POU water device is approximately four to ten years whilst refurbishment can extend the life of some devices to eleven years or more. For this reason, existing rental agreements are not judged to transfer substantially all of the risks and rewards of ownership to the lessee.

Combined rental and service contracts

The Group has in place some contracts that cover both the rental and servicing and maintenance of dispensers. The transaction price is allocated to each performance obligation to reflect the amount of consideration to which the Group is entitled to, in exchange for transferring the promised goods or services to the customer. The Group allocates combined rental and service income to the separate rental and service categories based on a percentage allocation method, which is calculated for each business unit. The percentage allocation, which is recalculated periodically, is based on the transaction price being allocated to each performance obligation in proportion to its stand-alone selling price.

Servicing of POU units

Sale of services are recognised proportionally over the duration of the service period, provided a right to consideration has been established.

Deferred revenue

Revenue recognised in the consolidated statement of comprehensive income but not yet invoiced is held in the statement of financial position within 'Trade receivables. Revenue invoiced but not yet recognised in the consolidated statement of comprehensive income is held on the consolidated statement of financial position within 'Payments in advance from customers'.

Licensing income

The Group holds a substantial portfolio of issued and registered intellectual property rights relating to certain aspects of its hardware devices, accessories, goods, software and services. This includes patents, designs, copyrights, trademarks and other forms of intellectual property rights registered in the U.K. and various foreign countries.

From time to time, the Group enters into term-based and exclusive licensing arrangements with some of its customers in respect of its intellectual property. Revenue from the licensing contracts is variable and is recognised at the amount to which the Group expects to be entitled when control of the intellectual property is transferred to its customers. Control is generally transferred when the Company has a present right to payment and title and the significant risks and rewards of ownership of the intellectual property, products or services are transferred to its customers.

The licensing income is recognised at a point in time or over time based on the following assessment. Where the licensing arrangement is a distinct performance obligation, Management assess whether the licensing contract gives the customer either:

·	the right to access the Group's intellectual property as it exists throughout the licence period; or
·	right to use the Group's intellectual property as it exists at the point in time at which the licence is granted.

Revenue from a licencing contract which is considered to provide a right to the customer to access the Group's intellectual property as it exists throughout the licence period is recognised over time, as and when the related performance obligation is satisfied.

A licensing contract gives the customer the right to access the Group's intellectual property as it exists throughout the license period when all the following are met:

·	the contract requires, or the customer reasonably expects, that we will undertake activities that significantly affect the intellectual property to which the customer has rights; and
·	the rights granted by the licence directly expose the customer to any positive or negative effects of the entity's activities identified above; and
·	those activities do not result in the transfer of a good or a service to the customer as those activities occur.

Revenue relating to a licensing contract which does not meet the above criteria is recognised at a point in time, which is usually the point at which the licence is granted to the customer but not before the beginning of the period during which the customer is able to use and benefit from the licence.

Cost of sales

Cost of sales comprise costs arising in connection with the manufacture of thermostatic controls, cordless interfaces, and other products such as water dispensers, taps, jugs and filters. Cost is based on the cost of purchases on a first in, first out basis and includes all direct costs and an appropriate portion of fixed and variable overheads where they are directly attributable to bringing the inventories into their present location and condition. This also includes an allocation of non-production overheads, costs of designing products for specific customers and amortisation of capitalised development costs.

Research and development

Research expenditure is written off to the consolidated statement of comprehensive income within cost of sales in the year in which it is incurred. Development expenditure is written off in the same way unless the Directors are satisfied as to the technical, commercial and financial viability of the individual projects. In this situation, the expenditure is classified on the consolidated statement of financial position as a capitalised development cost.

Finance income

Finance income comprises bank interest receivable on funds invested. Finance income is recognised using the effective interest rate method.

Finance costs

Finance costs directly attributable to the acquisition or construction of a qualifying asset are capitalised. Qualifying assets are those that necessarily take a substantial period of time to prepare for their intended use.  All other borrowing cost are recognised in the consolidated statement of income in finance costs. Finance costs comprise interest charges on lease liabilities, interest on borrowings, the unwind of discounts on the present value of liabilities, and finance charges relating to letters of credit. Finance costs are determined using the effective interest rate method.

Income tax

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the statement of financial position date in the countries where the Company and its subsidiaries operate and generate taxable income, and any adjustment to tax payable in respect of previous years.

Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill.

Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred tax assets are recognised only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in foreign operations where the company is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.

Deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets and liabilities and where the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Share capital and share premium

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares are shown in equity as a deduction from the proceeds. Share premium arising on the issue of shares is distributable. Share capital and share premium have been grouped for the purposes of financial statement presentation.

Dividends

Dividends are recognised when they become legally payable. In the case of interim dividends to equity shareholders, this is when declared by the Directors. In the case of final dividends, this is when approved by the shareholders at the AGM.

Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing the performance of the operating segments, has been identified as the Board of Directors. The Board of Directors consists of the Executive Directors and the Non-Executive Directors.

Government grants

Subsidiary companies receive grants from the Isle of Man and Chinese governments towards revenue and capital expenditure. Government grants are recognised at their fair value where there is a reasonable assurance that the grant will be received and all attached conditions complied with.

Revenue grants are recognised as income over the period necessary to match the grant on a systematic basis to the costs that it is intended to compensate. The grant income is presented within other operating income in the consolidated statement of comprehensive income.

Capital grants are initially recognised as deferred income liabilities when received, and subsequently recognised as other income in profit or loss on a straight-line basis over the useful life of the related asset. The grants are dependent on the subsidiary company having fulfilled certain operating, investment and profitability criteria in the financial year, primarily relating to employment.

EBITDA and adjusted EBITDA - non-GAAP alternative performance measures

In the reporting of financial information, the Directors have adopted Earnings before Interest, Taxation, Depreciation and Amortisation ("EBITDA") and adjusted EBITDA when assessing the operating performance of the Group. Exceptional items are excluded from EBITDA to calculate adjusted EBITDA. The Directors primarily use the adjusted EBITDA measure when making decisions about the Group's activities

EBITDA and adjusted EBITDA are non-GAAP measures and may not be calculated in the same way and hence may not be directly comparable to those reported by other entities. In determining the adjusting items, the following criteria is also considered:  

·	if a certain event (defined as exceptional) had not occurred, the costs would not have been incurred or the income would not have been earned; or
·	the costs attributable to the event have been identified using a reliable methodology of splitting amounts on an ongoing basis; and economic resources have been expended or diverted in order to directly contribute towards the related activities; and
·	costs have been incurred that cannot be recovered due to the event and the related activities.

An item is treated as exceptional if it relates to certain costs or income that derive from events or transactions that fall within the normal activities of the Group but which, individually or, if of a similar type, in aggregate, are excluded from the Group's Alternative Performance Measures (APMs) by virtue of their nature or size, in order to better reflect management's view of the underlying trends and operating performance of the Group that is more comparable over time.

3.   CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATES

In the application of the Group's accounting policies, which are described in Note 2, the directors are required to make judgements (other than those involving estimations) that have a significant impact on the amounts recognised and to make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. There is no change in applying accounting policies for critical accounting estimates and judgements from the prior year.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Critical judgements in applying the entity's accounting policies

Functional currency

The Directors consider the factors set out in paragraphs 9, 10 and 11 of IAS 21, "The effects of changes in foreign currency" to determine the appropriate functional currency of its overseas operations. These factors include the currency that mainly influences sales prices, labour, material and other costs, the competitive market serviced, financing cash flows and the degree of autonomy granted to the subsidiaries.

The Directors have applied judgement in determining the most appropriate functional currency for all entities to be Pound Sterling, with the exception of Strix (Hong Kong) Ltd which has a Hong Kong Dollar functional currency, Strix (USA), Inc. which has a United States Dollar functional currency, HaloSource Water Purification Technology (Shanghai) Co. Ltd which have a Chinese Yuan functional currency, LAICA S.p.A and LAICA Iberia Distribution S.L. which both have a Euro functional currency, and LAICA International Corp.; Taiwan LAICA Corp. which both have a Taiwan Dollar functional currency, Billi Australia (Pty) Ltd which has an Australian Dollar functional currency and Billi New Zealand Ltd which has a New Zealand dollar functional currency. This may change as the Group's operations and markets change in the future.

Capitalisation of development costs

The Directors consider the factors set out in the paragraphs entitled 'Intangible assets - initial recognition and measurement' in note 2 with regard to the timing of the capitalisation of the development costs incurred. This requires judgement in determining when the different stages of development have been met.

Alternative performance measures (APMs) - Exceptional items

Management and the Board consider the quantitative and qualitative factors in classifying items as exceptional and exercise judgement in determining the adjustments to apply to IFRS measures. This assessment covers the nature of the item, cause of occurrence, frequency, predictability of occurrence of the item or related event, and the scale of the impact of that item on reported performance.  Reversals of previous exceptional items are assessed based on the same criteria.

An analysis of the exceptional items included in the consolidated statement of comprehensive income are disclosed in note 6(b).

Acquisition of Billi entities - fair value measurements

A determination of the provisional fair value of the assets acquired and liabilities assumed in the acquisition, and the useful lives of intangible assets and property, plant and equipment acquired is required. This exercise is a substantial undertaking which requires the use of various valuation techniques. Future events could cause underlying assumptions to change which could have a significant impact on the Group's financial results. Refer to Note 14 for further details regarding the acquisition, including estimations used in determining the provisional fair values for the acquired assets and liabilities assumed.

Impairment of indefinite lived intangible assets and goodwill

Determining whether goodwill and intangible assets with indefinite lives are impaired requires an estimation of the value in use or the fair value less costs to sell of the cash generating unit (CGU) to which the goodwill or intangible asset has been allocated. The value in use calculation requires management's estimation of the future cash flows expected to arise from the CGU. Refer to Note 11 for the sensitivity analysis of the assumptions used in the impairment analysis of goodwill and intangible assets with indefinite lives.

4.  SEGMENTAL REPORTING

Management has determined the operating segments based on the operating reports reviewed by the Board of Directors that are used to assess both performance and strategic decisions. Management has identified that the Board of Directors is the chief operating decision maker in accordance with the requirements of IFRS 8 'Operating Segments'.

The Group's activities consist of the design, manufacture and sale of thermostatic controls, cordless interfaces, and other products such as water, dispensers, jugs and filters, primarily to Original Equipment Manufacturers ("OEMs"), commercial and residential customers based in China, Italy, Australia, New Zealand and the United Kingdom.

The Board of Directors has identified 3 reportable segments from a product perspective, namely: kettle controls, water category and appliances. The Board of Directors primarily uses a measure of gross profit to assess the performance of the operating segments, broken down into revenue and cost of sales for each respective segment which is reported to them on a monthly basis. Information about segment revenue is disclosed below, as well as in note 7.

	Reported gross profit
	2022
	(£000s)
	Kettle controls	Water category	Appliances	Total
Revenue	68,243	24,135	14,542	106,920
Cost of sales	(41,108)	(16,303)	(8,831)	(66,242)
Gross profit	27,135	7,832	5,711	40,678
	Reported gross profit 2021
	(£000s)
	Kettle controls	Water category	Appliances	Total
Revenue	85,117	21,404	12,889	119,410
Cost of sales	(52,880)	(14,617)	(8,067)	(75,564)
Gross profit	32,237	6,787	4,822	43,846

	Adjusted gross profit*
	2022
	(£000s)
	Kettle controls	Water category	Appliances	Total
Revenue	68,243	24,135	14,542	106,920
Cost of sales	(40,306)	(16,277)	(8,812)	(65,395)
Gross profit	27,937	7,858	5,730	41,525
	Adjusted gross profit* 2021
	(£000s)
	Kettle controls	Water category	Appliances	Total
Revenue	85,117	21,404	12,889	119,410
Cost of sales	(49,455)	(14,500)	(8,031)	(71,986)
Gross profit	35,662	6,904	4,858	47,424

* Adjusted gross profit excludes exceptional items as detailed in note 6(b). Adjusted results are non-GAAP metrics used by management and are not an IFRS disclosure.

Assets and liabilities

No analysis of the assets and liabilities of each operating segment is provided to the Board of Directors as part of monthly management reporting. Therefore, no analysis of segmented assets or liabilities is disclosed in this note.

Non-current assets (i) attributed to country of domicile and (ii) attributable to all other foreign countries

A geographical analysis of revenue from external customers has not been presented, as the OEMs to whom the majority of sales are made are primarily based in China and Italy.

In accordance with IFRS 8, the following table discloses the non-current assets located in both the Company's country of domicile (the Isle of Man) and foreign countries, primarily China, Italy, Australia, New Zealand and the United Kingdom where the Group's principle subsidiaries are domiciled.

	2022	2021
	£000s	£000s
Country of domicile
Intangible assets	11,354	9,756
Property, plant and equipment	3,151	2,742
Total country of domicile non-current assets	14,505	12,498
Foreign countries
Intangible assets	62,020	20,712
Property, plant and equipment	44,213	40,021
Total foreign non-current assets	106,233	60,733
Total non-current assets	120,738	73,231

  Major customers

In 2022, there were two major customers that individually accounted for at least 10% of total revenues (2021: two customers). The revenues relating to these customers in 2022 were £13,587,000 and £9,538,000 (2021: £15,390,000 and £12,133,000).

5.  EMPLOYEES AND DIRECTORS

(a) Employee benefit expenses

	2022	2021
	£000s	£000s
Wages and salaries	27,500	28,167
Defined contribution pension cost (note 5(c)(i))	782	684
Employee benefit expenses	28,282	28,851
Share based payment transactions (note 23)	(491)	1,549
Total employee benefit expenses	27,791	30,400

 (b) Key management compensation

The following table details the aggregate compensation paid in respect of the key management, which includes the Directors and the members of the Operational Board, representing members of the senior management team from all key departments of the Group.

	2022	2021
	£000s	£000s
Salaries and other short-term employee benefits	2,069	2,025
Post-employment benefits	181	149
Termination benefits	74	-
Share based payment transactions	(348)	311
	1,976	2,485

- There are no defined benefit schemes for key management. Pension costs under defined contribution schemes are included in the post-employment benefits disclosed above.

 (c) Retirement benefits

(i) The Strix Limited Retirement Fund

The Strix Limited Retirement Fund is a defined contribution scheme under which the assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents costs payable by the Group to the fund and amounted to £782,000 (2021: £684,000).

  (ii) LAICA S.p.A. Termination Indemnity

LAICA S.p.A. operates a defined benefit plan for its employees in accordance with the Italian Termination Indemnity (named "Trattamento di Fine Rapporto" or "TFR") provisions defined by the National Civil Code (Article 2120). In accordance with IAS 19, the TFR provision is a defined benefit plan, which is based on the principle to allocate the final cost of benefits over the periods of service which give rise to an accrual of deferred rights under each particular benefit plan.

The calculation of the liability is based on both the length of service and on the remuneration received by the employee during that period of service. Article 2120 states that severance pay is due to the employee by the companies in any case of termination of the employment contract. For each year of service, severance pay accruals are based on total annual compensation divided by 13.05. Although the benefit is paid in full by the employer, part (0.5% of pay) of the annual accrual is paid to INPS by the employer, and is subtracted from the severance pay accruals for the contribution reference period. As of 31^st December of every year, the severance pay accrued as of 31^st December of the preceding year is revalued by an index stipulated by law as follows: 1.5% plus 75% of the increase over the last 12 months in the consumer price index, as determined by the Italian Statistical Institute.

In accordance with IAS 19, the determination of the present value of the liability is carried out by an independent actuary under the projected unit method. This method considers each period of service provided by workers at the company as a unit of additional right. The actuarial liability must therefore be quantified based on seniority reached at the valuation date and re-proportioned based on the ratio between the years of service accrued at the reference date of the assessment and the overall seniority reached at the time scheduled for the payment of the benefit. Furthermore, this method provides to consider future salary increases, due to any cause (inflation, career, contract renewals, etc.), up to the time of termination of the employment relationship.

The below chart summarises the defined benefit pension liability of LAICA S.p.A. at 31st December 2022:

	2022	2021
	£000s	£000s
Liability as at 1 January	897	898
Current service cost for the period	(113)	58
Exchange differences on translation of foreign operations	48	(59)
Liability as at 31 December	832	897

The key actuarial assumptions used in arriving at these figures include:

• annual discount rate of 3.77% (2021: 0.87%)

• annual price inflation of 2.3% (2021: 1.6%)

• annual TFR increase of 3.2% (2021: 2.7%)

• demographic assumptions based on INPS published data

The remainder of the post-employment benefit liability of £85,000 (2021: £74,000) as at 31 December 2022 is made up of contractual post-employment liabilities within LAICA S.p.A. that do not meet the definition of a defined benefit plan in accordance with IAS 19.

6.  EXPENSES

(a) Expenses by nature

	2022	2021
	£000s	£000s
Employee benefit expense (note 5(a))	28,282	28,851
Depreciation charges	4,201	4,569
Amortisation and impairment charges	2,063	2,310
Exceptional items (see below)	5,948	9,941
Foreign exchange losses	188	186

Research and development expenditure totalled £4,888,000 (2021: £5,324,000), and £3,326,000 (2021: £3,609,000) of development costs have been capitalised during the year.

(b) Exceptional items

The main categories of exceptional items relate to major exceptional events or projects impacting the Group's underlying operations, namely strategic projects relating to mergers and acquisitions with particular reference to the acquisition of the Billi entities in the current year and LAICA in 2020 and their continued integration into the Group, disaster recovery costs due to a cyber incident, COVID-19 related costs and related impacts on Group operations, reorganisation and restructuring projects, and the Group's share incentive initiatives for conditional share options and awards issued to certain employees of the Group (refer to note 23 for further details).

Exceptional items have been broken down as follows:

	2022	2021
	£000s	£000s
Exceptional items in cost of sales:
Assets written off due to relocation to new factory	-	1,679
Other costs relating to relocation to new factory	-	1,596
COVID-19 related costs	485	226
Reorganisation costs	362	77
	847	3,578
Exceptional items in administrative expenses:
Share-based payments	(491)	1,549
Other costs relating to relocation to new factory	-	1,140
Mergers and acquisitions related costs	3,992	2,749
COVID-19 related costs	673	819
Disaster recovery	377	-
Reorganisation and restructuring costs	550	106
	5,101	6,363
Total exceptional items	5,948	9,941

Also included as an exceptional item are finance costs of £180,000 (2021: £780,000) relating to the discount unwinding of the present values of contingent liabilities recognised per note 14. These costs have been included within finance costs in note 8.

Mergers and acquisitions exceptional costs relate mainly to the accrual of consultancy and other acquisition related exceptional costs amounting to £2,703,000 from the acquisition of the Billi entities in November 2022 as well as an accrual of £2,481,000 for 2022 as part of a supplemental consulting arrangement with the vendor shareholders of LAICA relating to compensation for post-combination services as these services are rendered to LAICA in 2022 (refer to note 14). Within the exceptional costs for mergers and acquisitions is a reversal of £1,267,000 relating to the estimated contingent consideration which was recognised at acquisition date when the Group acquired LAICA. The adjustment is due to a revision of the estimate in relation to the performance earn-out. LAICA's performance in the current year was lower than originally expected at the date of acquisition. Other mergers and acquisitions costs totalling £75,000 relate to legal and consultancy fees incurred on integration of LAICA into the Group.

COVID-19 related exceptional costs are those items that are incremental and directly attributable to COVID-19. These are costs that would not have been incurred if the COVID-19 pandemic had not occurred and are not expected to recur once the effects have largely receded. In the current year, these mainly consisted of incremental labour costs as a result of the COVID lockdowns mainly in China where the Group has significant operations. Other COVID-19 exceptional costs included mothballing of certain activities as resources were reorganised in response to the impact of COVID-19 on the Group's operations, additional cleaning and sanitation costs incurred as part of combined infection control or prevention efforts, and exceptional freight and carriage costs paid to fill shortages of supplies, materials and products directly caused by impacts of COVID-19 on shipping and freight supply chains.

Disaster recovery costs relate to staff and non-staff costs incurred in response to a cyber incident which occurred in February 2022. The Group engaged external specialists, took precautionary measures with its IT infrastructure and implemented its business continuity plan. The systems were successfully restored and are fully operational. The Group continues to monitor its exposure.

Reorganisation and restructuring costs include costs to re-qualify an alternative supplier due to a natural disaster in the form of flooding at one of the Group's suppliers as well as redundancy and relocation costs which arose during the year.

In the prior year, costs relating to the new Chinese factory project were made up of assets written off with a net book value of £1.7m which could not be relocated as they would not be fit for the manufacturing operations at the new factory, and other relocation costs totalling £2.7m relating to disassembly of machinery at the old factory, moving costs, reassembly of machinery at the new factory, labour costs incurred for the relocation, set-up and cleaning costs, logistics services, approvals and inspections, consultancy and security services, and other costs directly related to the relocation.

 (c) Auditor's remuneration

During the year the Group (including its subsidiaries) obtained the following services from the Company's auditor as detailed below:

	2022	2021
	£000s	£000s
Fees payable to Company's auditor and its associates for the audit of the consolidated financial statements	245	201
Fees payable to Company's auditor and its associates for other services:
- the audit of Company's subsidiaries	8	8
- other assurance services	3	56
- tax compliance and other	5	4
	261	269

7.   REVENUE

The following table shows a disaggregation of revenue into categories by product line:

	2022	2021
	£000s	£000s
Kettle controls	68,243	85,117
Water category	24,135	21,404
Appliances	14,542	12,889
Total revenue	106,920	119,410

Included within the revenue from the appliances category is licensing fee income relating to intellectual property amounting to £1,442,000 (2021: nil).

8.  FINANCE COSTS

	2022	2021
	£000s	£000s
Letter of credit charges	94	95
Right-of-use lease interest	92	105
Discount unwinding of present value of contingent consideration	180	780
Borrowing costs	3,559	1,246
Total finance costs	3,925	2,226

The discount unwinding of present values relating to the contingent consideration recognised on acquisition of LAICA S.p.A. (see note 14). The amount has been included in finance costs as an exceptional item (refer to note 6).

9.  TAXATION

	2022	2021
Analysis of (credit) / charge in year	£000s	£000s
Current tax (overseas) and deferred tax
Current tax on overseas profits for the year	491	1,115
Adjustments to prior years' overseas tax provisions	(1,323)	-
Movement in deferred tax assets and liabilities	27	(255)
Total tax (credit) / charge	(805)	860

Overseas tax relates primarily to tax payable by the Group's subsidiaries in China, Australia, New Zealand, Italy and the UK.

In relation to the prior year's tax provision adjustments, during 2015, the Group's Chinese subsidiary took a prudent measure to make tax provisions following a benchmarking assessment by the Chinese tax authorities relating to the contract processing model adopted by the businesses in the years 2009 to 2014. The potential additional liabilities for 2015 to 2018 of £876,000 had been included within the current tax liability balance up to the end of the prior year. Based on the independent recommendations, and as a more acceptable tax model by the Chinese tax authorities, the Chinese subsidiary converted to an import processing model in 2019, which is also largely in use by the majority of the OEMs in China. As result of this, the subsidiary obtained a tax certificate from the in-charge tax bureau in the current year which confirmed that all tax matters in the subsidiary have been settled. As such the prior year tax provisions were therefore released in the current year as they were no longer required.

In addition, withholdings taxes of £447,000 relating to anticipated dividends payable by the Chinese subsidiary to its immediate holding company in the Isle of Man had been accrued in previous years. In light of the recent developments in the Group's operations in China, Management decided in the current year to invest more into the new China factory in terms of capital expenditure, thereby keeping profits within the Chinese subsidiaries. As a result of this decision, the anticipated dividends were no longer payable and the relating tax provisions were consequently released.

Reconciliation of the movement in deferred tax liabilities has been presented below:

Deferred tax liabilities:

		2022	2021
		£000	£000
Deferred tax liability on 1 January		2,303	2,558
Deferred tax liabilities recognised on acquisition of Billi (note 14)		9,011	-
Reversal of deferred tax on utilisation of temporary differences		73	(255)
Deferred tax liability as at 31 December		11,387	2,303

The balance comprises temporary differences attributable to intangible assets recognised on acquisition of LAICA in FY 2020 and Billi in the current year.

The Group has an immaterial deferred tax asset. Refer to note 16 for details.

As the most significant subsidiary in the Group is based on the Isle of Man, this is considered to represent the most relevant standard rate for the Group. The tax assessed for the year is different to the standard rate of income tax in the Isle of Man of 0% (2021: 0%). The differences are explained below:

	2022	2021
	£000s	£000s
Profit on ordinary activities before tax	16,050	21,507
Profit on ordinary activities multiplied by the rate of income tax in the Isle of Man of 0% (2021: 0%)	-	-
Impact of higher overseas tax rate	518	860
Adjustments in relation to prior years' overseas tax provisions	(1,323)	-
Total taxation (credit)/charge	(805)	860

The Group is subject to Isle of Man income tax on profits at the rate of 0% (2021: 0%), UK income tax on profits at a rate of 19% (2021:19%), Chinese income tax on profits at the rate of 25% (2021: 25%), and Italian income tax on profits at a rate of 27.9% (2021: 27.9%). Following the acquisition of the Billi entities, the group is subject to Australian income tax on profits at the rate of 30% and New Zealand income tax on profits at the rate of 28%.

10.  EARNINGS PER SHARE

The calculation of basic and diluted earnings per share is based on the following data.

	2022	2021
Earnings (£000s)
Earnings for the purposes of basic and diluted earnings per share	16,790	20,599
Number of shares (000s)
Weighted average number of shares for the purposes of basic earnings per share	209,911	206,271
Weighted average dilutive effect of share awards	2,585	3,381
Weighted average number of shares for the purposes of diluted earnings per share	212,496	209,652
Earnings per ordinary share (pence)
Basic earnings per ordinary share	8.0	10.0
Diluted earnings per ordinary share	7.9	9.8
Adjusted earnings per ordinary share (pence) (1)
Basic adjusted earnings per ordinary share (1)	10.9	15.2
Diluted adjusted earnings per ordinary share (1)	10.8	14.9

The calculation of basic and diluted adjusted earnings per share is based on the following data:

	2022	2021
	£000s	£000s
Profit for the year	16,790	20,599
Add back exceptional items included in (note 6(b)):
Cost of sales	847	3,578
Administrative expenses	5,101	6,363
Finance costs	180	780
Adjusted earnings (1)	22,918	31,320

^{1. Adjusted earnings and adjusted earnings per share exclude exceptional items, which include share-based payment transactions, COVID-19-related costs reorganisation costs and other strategic project costs. Adjusted results are non-GAAP metrics used by management and are not an IFRS disclosure}

The denominators used to calculate both basic and adjusted earnings per share are the same as those shown above for both basic and diluted earnings per share.

11.  INTANGIBLE ASSETS

	2022
	Development costs	Software	Intellectual Property	Customer relationships	Brands	Goodwill	Intangible assets under construction	Total
	£000s	£000s	£000s	£000s	£000s	£000s	£000s	£000s
At 1 January
Cost	15,971	4,186	1,128	2,232	6,174	8,736	66	38,493
Accumulated amortisation and impairment	(6,565)	(1,153)	(111)	(196)	-	-	-	(8,025)
Net book value	9,406	3,033	1,017	2,036	6,174	8,736	66	30,468
Period ended 31 December
Additions	3,326	178	272	-	-	-	34	3,810
Acquisition of Billi (note 14)	3	4	-	15,912	13,283	10,885	-	40,087
Transfers	-	-	-	-	-	-	-	-
Disposals (cost)	(20)	-	-	-	-	-	-	(20)
Disposals (accumulated amortisation)	1	-	-	-	-	-	-	1
Amortisation charge	(1,103)	(605)	(145)	(210)	-	-	-	(2,063)
Exchange differences	99	25	82	108	328	446	3	1,091
Closing net book value	11,712	2,635	1,226	17,846	19,785	20,067	103	73,374
At 31 December
Cost	19,428	4,452	1,482	18,549	19,785	20,067	103	83,866
Accumulated amortisation and impairment	(7,716)	(1,817)	(256)	(703)	-	-	-	(10,492)
Net book value	11,712	2,635	1,226	17,846	19,785	20,067	103	73,374

Amortisation charges have been treated as an expense, and are allocated to cost of sales (£1,707,000), distribution costs £NIL and administrative expenses (£356,000) in the consolidated statement of comprehensive income.

The Group's goodwill, customer relationships and brands predominantly relate to those arising on the acquisition of LAICA which was completed in 2020, and also on the acquisition of the Billi entities (including pre-existing intangibles assets), which were acquired in the current year (note 14). The goodwill, customer relationships and brands recognised on acquisition of the Billi entities have been measured on a provisional basis to allow for any potential adjustments resulting from any new information obtained within one year of the date of acquisition about facts and circumstances that existed at the date of acquisition.

In the current year, the carrying values of existing goodwill and brands have been subject to an annual impairment test, and the recoverable amounts assessed at each cash generating unit (CGU) level determined on the basis of value-in-use calculations over a five-year forecast period. The key assumptions applied in the value-in-use calculations for LAICA are a discount rate of 12%, variable trading margins, variable revenue growth rates as well as the terminal growth rate of 2%. Based on these calculations, there is sufficient headroom over the carrying values of goodwill and brands hence no impairment has been recognised in the current year and there were no reversals of prior year impairments during the year (2021: same). An impairment test of the intangibles arising on the acquisition of the Billi entities has not been performed given that they were acquired on 30 November 2022.

The results of the Group impairment tests are dependent upon estimates and judgements, particularly in relation to the key assumptions described above. Sensitivity analysis to a reasonable and possible change in the most sensitive assumption, being the discount rate, was undertaken. An increase of 1% would decrease the headroom by circa £3.4m but still leave headroom over the carrying values of the goodwill and brands (circa £23.4m).

As highlighted in Note 2, Management revised the useful lives of certain assets at the beginning of the year. As part of this assessment, the useful lives of capitalised development costs were reassessed and extended with the resulting impact being a decrease in amortisation of £694,000 for the full year 2022. Going forward, the amortisation charges will be in line with the revised useful life.

	2021
	Development costs	Software	Intellectual Property	Customer relationships	Brands	Goodwill	Intangible assets under construction	Total
	£000s	£000s	£000s	£000s	£000s	£000s	£000s	£000s
At 1 January
Cost	12,346	3,286	834	2,406	6,643	9,906	-	35,421
Accumulated amortisation and impairment	(4,999)	(710)	(64)	-	-	-	-	(5,773)
Net book value	7,347	2,576	770	2,406	6,643	9,906	-	29,648
Period ended 31 December
Additions	3,609	950	299	-	-	-	238	5,096
Acquisition of LAICA S.p.A. (note 14)	-	-	-	-	-	(487)	-	(487)
Transfers	-	-	-	-	-	-	(172)	(172)
Disposals (cost)	(29)	(8)	(1)	-	-	-	-	(38)
Disposals (accumulated amortisation)	-	8	-	-	-	-	-	8
Amortisation charge	(1,563)	(495)	(47)	(205)	-	-	-	(2,310)
Exchange differences	42	2	(4)	(165)	(469)	(683)	-	(1,277)
Closing net book value	9,406	3,033	1,017	2,036	6,174	8,736	66	30,468
At 31 December
Cost	15,971	4,186	1,128	2,232	6,174	8,736	66	38,493
Accumulated amortisation and impairment	(6,565)	(1,153)	(111)	(196)	-	-	-	(8,025)
Net book value	9,406	3,033	1,017	2,036	6,174	8,736	66	30,468

Amortisation charges were treated as an expense, and allocated to cost of sales (£2,029,000), distribution costs £NIL and administrative expenses (£281,000) in the consolidated statement of comprehensive income.

£172,000 worth of intangible assets under construction were reclassified to property plant and equipment.

12.  PROPERTY, PLANT AND EQUIPMENT

	2022
	Plant & machinery	Fixtures, fittings & equipment	Motor vehicles	Production tools	Land & Buildings	Right-of-use assets (note 26)	Point of use dispensers	Assets under construction	Total
	£000s	£000s	£000s	£000s	£000s	£000s	£000s	£000s	£000s
At 1 January
Cost	26,093	5,833	218	12,829	20,541	6,450	-	2,176	74,140
Accumulated depreciation	(13,812)	(3,084)	(185)	(10,564)	(529)	(3,203)	-	-	(31,377)
Net book value	12,281	2,749	33	2,265	20,012	3,247	-	2,176	42,763
Period ended 31 December
Additions	2,904	1,503	23	864	125	505	-	(78)	5,846
Acquisition of Billi (note 14)	419	211	17	-	-	1,237	1,386	144	3,414
Transfers	-	-	-	-	-	-	-	-	-
Disposals (cost)	(90)	(237)	(1)	-	-	(698)	-	-	(1,026)
Disposals (accumulated depreciation)	53	157	1	-	-	125	-	-	336
Depreciation charge	(1,402)	(883)	(23)	(484)	(426)	(920)	(63)	-	(4,201)
Exchange differences	48	20	(6)	(1)	1	129	36	5	232
Closing net book value	14,213	3,520	44	2,644	19,712	3,625	1,359	2,247	47,364
At 31 December
Cost	29,988	8,124	375	13,693	20,690	8,678	1,430	2,247	85,225
Accumulated depreciation	(15,775)	(4,604)	(331)	(11,049)	(978)	(5,053)	(71)	-	(37,861)
Net book value	14,213	3,520	44	2,644	19,712	3,625	1,359	2,247	47,364

Point-of-use dispensers were acquired as part of the acquisition of Billi. Refer to Note 14.

Depreciation charges are allocated to cost of sales (£3,149,000), distribution costs (£184,000) and administrative expenses (£868,000) in the consolidated statement of comprehensive income. In addition, borrowing costs of £nil (2021: £306,000), calculated at prevailing rates of the revolving credit facility (note 19), have been capitalised to land and buildings in the year.

As highlighted in Note 2, Management revised the useful lives of certain assets at the beginning of the year. As part of this assessment, the useful lives of fixtures and fittings, plant and machinery and production tools were reassessed and extended with the resulting impact being a decrease in depreciation of £1,098,000 for the full year 2022. Going forward, the depreciation charges will be in line with the revised useful lives.

	2021
	Plant & machinery	Fixtures, fittings & equipment	Motor vehicles	Production tools	Land & Buildings	Right-of-use assets (note 26)	Assets under construction	Total
	£000s	£000s	£000s	£000s	£000s	£000s	£000s	£000s
At 1 January
Cost	22,750	4,367	137	14,013	3,737	6,533	16,751	68,288
Accumulated depreciation	(12,686)	(3,428)	(95)	(12,140)	(129)	(2,605)	-	(31,083)
Net book value	10,064	939	42	1,873	3,608	3,928	16,751	37,205
Period ended 31 December
Additions	86	2,474	20	1	-	1,474	10,086	14,141
Transfers	5,257	-	-	1,183	18,386	-	(24,654)	172
Disposals (cost)	(7,021)	(1,238)	(5)	(901)	(2,297)	(1,469)	-	(12,931)
Disposals (accumulated depreciation)	5,720	1,140	4	833	322	772	-	8,791
Depreciation charge	(1,776)	(568)	(27)	(724)	(78)	(1,396)	-	(4,569)
Exchange differences	(49)	2	(1)	-	71	(62)	(7)	(46)
Closing net book value	12,281	2,749	33	2,265	20,012	3,247	2,176	42,763
At 31 December
Cost	26,093	5,833	218	12,829	20,541	6,450	2,176	74,140
Accumulated depreciation	(13,812)	(3,084)	(185)	(10,564)	(529)	(3,203)	-	(31,377)
Net book value	12,281	2,749	33	2,265	20,012	3,247	2,176	42,763

Depreciation charges in the prior year were allocated to cost of sales (£3,821,000), distribution costs (£90,000), and administrative expenses (£658,000) in the consolidated statement of comprehensive income.

13.  PRINCIPAL SUBSIDIARY UNDERTAKINGS AND JOINT ARRANGEMENTS OF THE GROUP

A list of all subsidiary undertakings controlled by the Group, and existing joint arrangements the Group is currently part of, which are all included in the consolidated financial statements, is set out below.

Name of entity	Nature of business	Country of incorporation	% of ordinary shares held by the Group	Nature of shareholding
Sula Limited	Holding company	IOM	100	Subsidiary
Strix Limited	Manufacture and sale of products	IOM	100	Subsidiary
Strix Guangzhou Limited	Dormant company	China	100	Subsidiary
Strix (U.K.) Limited	Holding company and group's sale and distribution centre	United Kingdom	100	Subsidiary
Strix Hong Kong Limited	Sale and distribution of products	Hong Kong	100	Subsidiary
Strix (China) Limited	Manufacture and sale of products	China	100	Subsidiary
HaloSource Water Purification Technology (Shanghai) Co. Limited	Manufacture and sales of products	China	100	Subsidiary
Strix (USA), Inc.	Research and development, sales, and distribution of products	USA	100	Subsidiary
LAICA S.p.A.	Manufacture and sales of products	Italy	100	Subsidiary
LAICA Iberia Distribution S.L.	Sale and distribution of products	Spain	100	Subsidiary
LAICA International Corp.	Sale and distribution of products	Taiwan	67	Subsidiary
Taiwan LAICA Corp.	Sale and distribution of products	Taiwan	67	Subsidiary
Foshan Yilai Life Electric Appliances Co. Limited.	Sale and distribution of products	China	45	Joint venture
LAICA Brand House Limited	Holding and licensing of trademarks	Hong Kong	45	Joint venture
Strix Australia Pty Limited	Holding company	Australia	100	Subsidiary
Billi UK Limited	Manufacture and sale of products	United Kingdom	100	Subsidiary
Billi Australia Pty Limited	Manufacture and sale of products	Australia	100	Subsidiary
Billi New Zealand Limited	Manufacture and sale of products	New Zealand	100	Subsidiary
Billi R&D Limited	Research and development	Australia	100	Subsidiary
Billi Financial Services Limited	Financial Services	Australia	100	Subsidiary

Incorporation of Strix Australia Pty Limited

On 26 October 2022, Strix Australia Limited was incorporated in Australia and is a wholly-owned subsidiary of Strix (U.K.) Limited. The entity was incorporated for the purpose of effecting the acquisition of Billi.

Acquisition of Billi

On 30 November 2022, the Group completed the acquisition of the entire issued share capital of Billi Australia Pty Ltd, Billi New Zealand Ltd and Billi UK Ltd (together "Billi"). Details of the acquisition are disclosed in note 14 below.

Group restrictions

Cash and cash equivalents held in China are subject to local exchange control regulations. These regulations provide for restrictions on exporting capital from those countries, other than through normal dividends. The carrying amount of the cash and cash equivalents included within the consolidated financial statements to which these restrictions apply is £3,568,000 (2021: £3,681,000). There are no other restrictions on the Group's ability to access or use the assets and settle the liabilities of the Group's subsidiaries.

14.  ACQUISITIONS

Acquisitions made in the current year

On 30 November 2022, the Group, through its subsidiaries, Strix (U.K.) Limited and newly incorporated Strix Australia Pty Limited, acquired 100% of the share capital of Billi Australia Pty Ltd, Billi New Zealand Ltd, and certain assets and liabilities through a newly acquired company, Billi UK Ltd, (all together referred to as "Billi"). The total consideration for the acquisition was £38,912,000 paid in cash.

Goodwill of £10,885,000 has been recognised as the difference between the purchase consideration of £38,912,000 and the provisional fair values of the net assets acquired of £28,027,000. The goodwill is attributable to new growth opportunities, workforce and synergies of the combined business operations, and it is not expected to be deductible for tax purposes.

The objective of the acquisition is to accelerate the Group's growth plans for its water and appliance categories and provide an entry into the high growth and strategically important hot tap market. Billi is a leading brand supplying premium filtered and non-filtered instant boiling, chilled and sparkling water systems with manufacturing operations based in Australia.

The acquisition has been accounted for as a business combination in accordance with IFRS 3. As at the date of these financial statements, the initial accounting for the acquisition of Billi is preliminary, and fair values amounts are provisional, given the short period of time since the date the acquisition was completed. Fair values approximate gross contractual amounts. A reassessment will be performed within twelve months post acquisition and final amounts of fair values of assets and liabilities acquired will be reported in the next reporting period.

Certain intangible assets were recognised on acquisition including brands and customer relationships. The fair values of the intangible assets were calculated using an income approach (multi-period excess earnings method for customer related assets and the royalty relief method for brands) based on a discounted cash flow model that reflects the expected future income they will generate. The discount rates applied to customer related assets were based on the assessed Weighted Average Cost of Capital for each territory of operations ranging from 14.9% to 16.2%, with a 1% premium applied to brands, and a growth rate based on forecasted revenues.  The economic life of brands and customer relationships applied within the model range from 11 years to 15 years. A deferred tax liability has been recognised on the fair value adjustments to intangible assets at the applicable corporate tax rates.

Acquisition costs included within 'Administration expenses - exceptional items' in the consolidated statement of comprehensive income amounted to £2.6m. These have been designated as a 'separate transaction' per IFRS 3 and therefore not included as part of the purchase consideration.

Net cash flows on acquisition of the business are as follows:

	2022
	£000s
Consideration transferred on acquisition	38,912
less: Net cash acquired with business	(1,254)
	37,658

Billi contributed revenues of £2.7m and an adjusted profit after tax of £0.6m to the Group for the period from 30 November 2022 to 31 December 2022. If Billi had been acquired at the beginning of the year its contribution to revenues and adjusted profits after tax would have been £38.8m and £5.6m respectively. The following table details the Sterling equivalent provisional fair values of assets and liabilities as acquired:

	Book values	FV Adjustments	Fair values
	£'000	£'000	£'000
Non-current assets
Intangible assets	5,993	23,209	29,202
Property, plant and equipment	3,609	(195)	3,414
Other non-current assets	130	-	130
Total non-current assets	9,732	23,014	32,746
Current assets
Inventories	6,461	(376)	6,085
Trade and other receivables	9,152	-	9,152
Cash and cash equivalents	1,254	-	1,254
Total current assets	16,867	(376)	16,491
Total assets	26,599	22,638	49,237
Non-current liabilities
Lease liabilities more than 1 year	900	-	900
Deferred tax liability	654	8,357	9,011
Total non-current liabilities	1,554	8,357	9,911
Current liabilities
Trade and other payables	10,919	-	10,919
Lease liabilities more than 1 year	380	-	380
Total current liabilities	11,299	-	11,299
Total liabilities	12,853	8,357	21,210
Net assets acquired	13,746	14,281	28,027

Values have been translated at the closing exchange rates as at the acquisition date.

Acquisitions in prior years:

Acquisition of Laica

The Group acquired 100% of the issued share capital of LAICA S.p.A. in October 2020. The total consideration transferred for the acquisition was £24.4m (€26.9m), made up of £11.7m (€13.0m) paid in cash, the issue of 3,192,236 Strix Group plc ordinary shares of £0.01 each with a total fair value of £7.3m (€8.0m), and a further contingent consideration with a fair value of £5.4m (€5.9m) representing an amount payable in cash subject to certain conditions being met, including threshold financial targets for the financial years ending 31 December 2021 and 2022. Based on a post year-end arbitration process which was finalised in February 2023 and the financial results of LAICA S.p.A. for the year ended 31 December 2022, the actual fair value of the estimated contingent consideration payable to the vendor shareholders has been recorded at £4.9m (€5.6m) (2021: estimated fair value (2021: £5.8m (€6.9m)).

In addition, a supplemental consulting arrangement was entered into with the vendor shareholders of LAICA under which total costs amounting to £4.4m (€4.9m) were payable in the financial years ending 31 December 2021 and 2022, relating to compensation for post-combination services contingent on the vendors remaining in service. These costs have been accrued as the services are rendered to LAICA. As at 31 December 2022, £2.6m (€2.9m) (2021: £1.7m (€2.0m)) was accrued for services rendered to date.

The accruals relating to both the contingent consideration and the compensation for the supplemental consulting agreement are reflected as current liabilities as at 31 December 2022.

15.  INVENTORIES

	2022	2021
	£000s	£000s
Raw materials and consumables	11,242	12,139
Finished goods and goods in transit	16,460	7,883
	27,702	20,022

The cost of inventories recognised as an expense and included in cost of sales amounted to £44,241,000 (2021: £52,396,000). The provision for impaired inventories is £1,034,000 (2021: £2,063,000). There were no inventory write-downs in 2022 (2021: £246,000).

16.  TRADE AND OTHER RECEIVABLES AND CURRENT INCOME TAX RECEIVABLES

		2022	2021
		£000s	£000s
Amounts falling due within one year:
Trade receivables - current		15,967	10,958
Trade receivables - past due		3,580	2,493
Trade receivables - gross		19,547	13,451
Loss allowance		(158)	(104)
Trade receivables - net		19,389	13,347
Prepayments		2,335	496
Advance purchase of commodities		2,344	5,389
VAT receivable		1,279	5,261
Tax receivable		497	-
Other receivables		4,444	1,018
		30,288	25,511

Trade and other receivables carrying values are considered to be equivalent to their fair values. The amount of trade receivables impaired at 31 December 2022 is equal to the loss allowance provision (2021: same).

The advance purchase of commodities relates to a payment or payments in advance to secure the purchase of key commodities at an agreed price to mitigate the commodity price risk.

Other receivables include receivables from licencing income recognised in the current year of £1,191,000 (2021: nil) and £2,184,000 (2021: nil) rebates receivable from suppliers from procurements made in prior years. Settlement of the rebates receivable from suppliers will be via net cash settlement of future purchases.

Deferred tax assets as at year end were £313,000 (2021: £258,000).

Government grants due amounted to £nil (2021: £300,000). There were no unfulfilled conditions in relation to these grants at the year end, although if the Group ceases to operate or leaves the Isle of Man within 10 years from the date of the last grant payment, funds may be reclaimed.

The Group's trade and other receivables are denominated in the following currencies:

		2022	2021
		£000s	£000s
Pound Sterling		7,773	5,471
Chinese Yuan		2,520	9,465
US Dollar		3,993	1,478
Euro		8,401	8,668
Hong Kong Dollar		120	118
Australian Dollar		6,839	-
New Zealand Dollar		512	-
Taiwan Dollar		130	311
		30,288	25,511

Movements on the Group's provision for impairment of trade receivables and the inputs and estimation technique used to calculate expected credit losses have not been disclosed on the basis the amounts are not material. The provision at 31 December 2022 was £158,000 (2021: £104,000).

17.  CASH AND CASH EQUIVALENTS

The carrying amounts of the cash and cash equivalents are denominated in the following currencies:

	2022	2021
	£000s	£000s
Pound Sterling	15,155	4,424
Chinese Yuan	2,506	3,622
US Dollar	6,959	8,183
Euro	4,471	2,584
Hong Kong Dollar	211	207
Australian Dollar	616	-
New Zealand Dollar	159	-
Taiwan Dollar	366	650
	30,443	19,670

18.  TRADE AND OTHER PAYABLES AND CURRENT INCOME TAX LIABILITIES

	2022	2021
	£000s	£000s
Trade payables	10,010	11,060
Current income tax liabilities	444	1,631
Social security and other taxes	368	352
Customer rebates provisions	745	2,152
Capital creditors	2,848	2,256
VAT liabilities	546	130
Other liabilities	7,308	3,204
Payments in advance from customers	2,270	1,936
Accrued expenses	5,868	4,796
	30,407	27,517

The fair value of financial liabilities approximates their carrying value due to short maturities. Other liabilities include goods received not invoiced amounts of £1,189,000 (2021: £2,123,000), and an accrual of costs incurred as part of the Billi acquisition of £3,356,000 (2021: nil). Deferred government grants amounted to £nil (2021: £583,000). There were no unfulfilled conditions in relation to these grants at the year end. Movement in payments in advance from customers were all driven by normal trading, with the full amounts due at beginning of the year released to revenues in the current year.

The carrying amounts of the Group's trade and other payables are denominated in the following currencies:

	2022	2021
	£000s	£000s
Pound Sterling	10,069	13,604
Chinese Yuan	7,228	7,249
US Dollar	1,051	1,951
Euro	4,461	4,030
Hong Kong Dollar	198	253
Australian Dollar	6,408	-
New Zealand Dollar	881	-
Taiwan Dollar	111	430
	30,407	27,517

19.  BORROWINGS

	2022	2021
	£000s	£000s
Total current borrowings	14,734	1,064
Total non-current borrowings	103,092	69,782

Current bank borrowings comprise small individual short-term arrangements for financing purchases and optimising cash flows within the Italian subsidiary and were entered into by LAICA S.p.A. prior to acquisition by the Group.

Current and non-current borrowings are shown net of loan arrangement fees of £956,000 (2021: £181,000) and £1,770,000 (2021: £513,000), respectively.

Term and debt repayment schedule for long term borrowings

	Currency	Interest rate	Maturity date	31 December 2022	31 December 2021
Revolving Credit Facility	GBP	SONIA + 2.15% to 4%	25-Oct-25	80,000	70,000
Term loan	GBP	SONIA + 2.15% to 4%	30-Nov-25	39,000	-
Unicredit facility	EUR	EURIBOR 6M + 1,2%	28-Jun-24	133	210
Banco BPM	EUR	1.45%	30-Nov-23	167	329
BNP Paribas	EUR	0.7945%	03-Feb-23	436	-
Credito Emiliano	EUR	1.10%	04-Jan-23	221	-
Banco BPM	EUR	1.69%	03-Jan-23	112	-
Banco BPM	EUR	0.01692	03-Jan-23	54	-
Banco BPM	EUR	1.00%	28-Feb-23	432	-
BNP Paribas	EUR	0.18%	30-Apr-22	-	172
Banca Monte dei Paschi di Siena	EUR	0.19%	31-Jan-22	-	414
Banco BPM	EUR	0.19%	31-Mar-22	-	404
Hedging	EUR			(3)	11
				120,552	71,540

In the current year, the existing revolving credit facility ('RCF') agreement was further refinanced and amended on 25 October 2022 as follows:

New lenders - Barclays Bank Plc and HSBC Bank Plc came on board as new lenders under the restated agreement.

Revolving credit facility - This relates to the RCF of £80,000,000. The termination date has been revised to three years after the fourth restatement date, 25 October 2025, with an option to extend the term initially by twelve months and a further twelve months thereafter. The purpose of the extended facility was to finance the acquisition of Laica as well as other significant capital projects including the new factory in China and ongoing working capital needs of the Group. Under the amended agreement, the purpose of the RCF remains the same. As at 31 December 2022, the total facility available is £80,000,000 (2021: £80,000,000).

Term loan - The Company obtained further funding on 30 November 2022 in the form of a three-year term loan of £49,000,000 payable initially by a lump sum of £10,000,000 followed by eleven fixed repayments thereafter with the first quarterly repayment of £3,545,000 due and payable on 31 March 2023. The purpose of the term loan was to finance the acquisition of Billi. The £10m repayment was made towards the term loan on 30 November 2022. As at 31 December 2022, the outstanding balance on the term loan is £39,000,000 (2021: £nil).

Interest applied to the revolving credit facility and term loan is calculated as the sum of the margin and SONIA. The margin under the amended agreement shall be 3.5% until 31 March 2023, and then 2.85% from 1 April 2023 to 30 June 2023, and thereafter margin will be dependent on the net leverage of the Group.

All amounts become immediately repayable and undrawn amounts cease to be available for drawdown in the event of a third-party gaining control of the Company. The Company and its material subsidiaries have entered into the agreement as guarantors, guaranteeing the obligations of the borrowers under the agreement (2021: same).

Transactions costs amounting to £2,324,000 (2021: £875,000) incurred as part of refinancing and amending the RCF agreement were capitalised and are being amortised over the period of three years.

The various agreements contain representations and warranties which are usual for an agreement of this nature. The agreement also provides for the payment of a commitment fee, agency fee and arrangement fee, contains certain undertakings, guarantees and covenants (including financial covenants) and provides for certain events of default. During 2022, the Group has not breached any of the financial covenants contained within the agreements - see note 22(d) for further details. (2021: same)

The fair values of the borrowings are not materially different from their carrying amounts, since the interest payable on those borrowings is either close to current market rates or the borrowings are of a short-term nature.

20.  CAPITAL COMMITMENTS

	2022	2021
	£000s	£000s
Contracted for but not provided in the consolidated financial statements - Property, plant and equipment	695	2,001

The above commitments include capital expenditure of £547,000 (2021: £1,639,000) relating to plant and machinery and production equipment for the factory in China.

21.  CONTINGENT ASSETS AND CONTINGENT LIABILITIES

There continues a number of ongoing intellectual property infringement cases initiated by the Group, as well as patent validation challenges brought by the defendants. All of these cases are still subject to due legal process in the countries in which the matters have been raised. As a result, no contingent assets have been recognised at 31 December 2022 (2021: same), as any receipts are dependent on the final outcome of each case. There are also no corresponding contingent liabilities at 31 December 2022 (2021: same).

22.  FINANCIAL RISK MANAGEMENT

The Group's activities expose it to a variety of financial risks: market risk (including currency risk, interest rate risk and commodity price risk), credit risk, liquidity risk and capital management risk.

Risk management is carried out by the Directors. The Group uses financial instruments where required to provide flexibility regarding its working capital requirements and to enable it to manage specific financial risks to which it is exposed. Transactions are only undertaken if they relate to actual underlying exposures and hence cannot be viewed as speculative.

(a) Market risk

(i) Foreign exchange risk

The Group operates predominantly in the IOM, UK, EU, US, Australia, New Zealand and China and is therefore exposed to foreign exchange risk. Foreign exchange risk arises on sales and purchases made in foreign currencies and on recognised assets and liabilities and net investments in foreign operations.

The Group monitors its exposure to currency fluctuations on an ongoing basis. The Group uses foreign currency bank accounts to reduce its exposure to foreign currency translation risk, and the Group is naturally hedged against foreign exchange risk as it both generates revenues and incurs costs in the major currencies with which it deals. The major currencies the Group transacts in are:

•	British Pounds (GBP)
•	Chinese Yuan (CNY)
•	United States Dollar (USD)
•	Euro (EUR)
•	Hong Kong Dollar (HKD)
•	Australian Dollar (AUD)
•	New Zealand Dollar (NZD)
•	Taiwan Dollar (TWD)

In December 2022, the Group entered into USD/GBP and USD/EUR forward exchange rate contracts to sell the notional amount of US$8,500,000 and hence mitigate the risk and impact of volatile exchange rate movements seen during the year on group profits. The fair value of these contracts at year-end is considered not material. 

Exposure by currency is analysed in notes 16, 17 and 18.

  (ii) Interest rate risk

The Group is exposed to interest rate risk on its long-term borrowings, being the revolving credit facility term loan and other borrowings disclosed in note 19. The interest rates on the revolving credit facility are variable, based on SONIA and certain other conditions dependent on the financial condition of the Group, which exposes the Group to cash flow interest rate risk which is partially offset by cash held at variable rates. Other borrowings are made up of both fixed rate loans and variable loans based on EURIBOR.

 (iii) Price risk

The Group is exposed to price risk, principally in relation to commodity prices of raw materials. The Group enters into forward commodity contracts or makes payments in advance in order to mitigate the impact of price movements on its gross margin. The Group has not designated any of these contracts as hedging instruments in either 2022 or 2021 as they relate to physical commodities being purchased for the Group own use. At 31 December 2022 and 2021, payments were made in advance to buy certain commodities at fixed prices, as disclosed in note 16.

 (iv) Sensitivity analysis

· Foreign exchange risk: The Group is primarily exposed to exchange rate fluctuations between GBP and USD, CNY, HKD, EUR, TWD, AUD and NZD. Assuming a reasonably possible change in FX rates of +10% (2021: +10%), the impact on profit would be a decrease of £319,000 (2021: a decrease of £751,000), and the impact on equity would be a decrease of £738,000 (2021: decrease of £1,877,000). A -10% change (2021: -10%) in FX rates would cause an increase in profit of £390,000 (2021: an increase in profit of £918,000) and a £902,000 increase in equity (2021: £1,603,000 increase in equity). This has been calculated by taking the profit generated by each currency and recalculating a comparable figure on a constant currency basis, and by retranslating the amounts in the consolidated balance sheet to calculate the effect on equity.

· Interest rate risk: The Group is exposed to interest rate fluctuations on its non-current borrowings, as disclosed in note 19. Assuming a reasonably possible change in the SONIA/EURIBOR rate of ±0.5% (2021: ±0.5%), the impact on profit would be an increase/decrease of £476,000 (2021: £313,000), and the impact on equity would be an increase/decrease of £72,000 (2021: £138,000). This has been calculated by recalculating the loan interest using the revised rate to calculate the impact on profit, and recalculating the year end loan interest balance payable using the same rate.

· Commodity price risk: The Group is exposed to commodity price fluctuations, primarily in relation to copper and silver. Assuming a reasonably possible change in commodity prices of ±13% for silver (2021: ±14%) and ±15% for copper (2021: ±14%) based on volatility analysis for the past year, the impact on profit would be an increase/decrease of £1,346,000 (2021: £3,766,000). The Group does not hold significant quantities of copper and silver inventory, therefore the impact on equity would be the same as the profit or loss impact disclosed (2021: same). This has been calculated by taking the average purchase price of these commodities during the year in purchase currency and recalculating the cost of the purchases with the price sensitivity applied.

(b) Credit risk

The Group has policies in place to ensure that sales of goods are made to clients with an appropriate credit history. The Group uses letters of credit and advance payments to minimise credit risk. Management believe there is no further credit risk provision required in excess of the normal provision for doubtful receivables, as disclosed in note 16. The amount of trade and other receivables written off during the year amounted to less than 0.07% of revenue (2021: less than 0.08% of revenue).

Cash and cash equivalents are held with reputable institutions. All material cash amounts are deposited with financial institutions whose credit rating is at least B based on credit ratings according to Standard & Poor's. At year-end, £19,456,000 (2021: £11,490,000) was held with one financial institution with a credit rating of BBB. The following table shows the external credit ratings of the institutions with whom the Group has cash deposits:

	2022	2021
	£000s	£000s
AA	797	-
A	4,132	3,989
BBB	25,450	15,633
B	27	11
n/a	37	37
	30,443	19,670

 (c) Liquidity risk

The Group maintained significant cash balances throughout the period and hence suffers minimal liquidity risk. Cash flow forecasting is performed for the Group by the finance function, which monitors rolling forecasts of the Group's liquidity requirements to ensure it has sufficient cash to meet operational needs and so that the Group minimises the risk of breaching borrowing limits or covenants on any of its borrowing facilities. The Group has revolving credit facilities to provide access to cash for various purposes. The facilities were fully utilised as at 31 December 2022 (2021: headroom of £10,000,000).

The table below analyses the group's financial liabilities as at 31 December 2022 into relevant maturity groupings based on their contractual maturities for all non-derivative financial liabilities. There are no derivative financial liabilities. The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant.

	Less than 6 months	6 - 12 months	Between 1 and 2 years	Between 2 and 5 years	Over 5 years	Total contractual cash flows	Carrying amount (assets) / liabilities
	£000s	£000s	£000s	£000s	£000s	£000s	£000s
Trade and other payables	30,407	-	-	-	-	30,407	30,407
Borrowings	8,478	7,212	14,226	90,636	-	120,552	117,826
Lease liabilities	535	534	1,247	1,645	-	3,961	3,888
Contingent consideration	7,532	-	-	-	-	7,532	7,532
Total financial liabilities	46,952	7,746	15,473	92,281	-	162,452	159,653

The table below analyses the respective financial liabilities as at 31 December 2021 (the prior year):

	Less than 6 months	6 - 12 months	Between 1 and 2 years	Between 2 and 5 years	Over 5 years	Total contractual cash flows	Carrying amount (assets) / liabilities
	£000s	£000s	£000s	£000s	£000s	£000s	£000s
Trade and other payables	27,517	-	-	-	-	27,517	27,517
Borrowings	2,540	1,551	1,666	70,635	-	76,392	70,846
Lease liabilities	548	533	963	2,427	293	4,764	3,371
Contingent consideration	6,081	-	3,994	-	-	10,075	7,464
Total financial liabilities	36,686	2,084	6,623	73,062	293	118,748	109,198

(d) Capital risk management

The Group manages its capital to ensure its ability to continue as a going concern and to maintain an optimal capital structure to reduce the cost of capital. The aim of the Group is to maintain sufficient funds to enable it to make suitable capital investments whilst minimising recourse to bankers and/or shareholders. In order to maintain or adjust capital, the Group may adjust the amount of cash distributed to shareholders, return capital to shareholders, issue new shares or raise debt through its access to the AIM market.

Capital is monitored by the Group on a monthly basis by the finance function. This includes the monitoring of the Group's gearing ratios and monitoring the terms of the financial covenants related to the revolving credit facilities as disclosed in note 19. These ratios are formally reported on a quarterly basis. The financial covenants were complied with throughout the period. At 31 December 2022 these ratios were as follows:

·	Debt Service Cover ratio (DSCR): circa 7.00x (2021: n/a) - minimum per facility terms is 1.1x; and
·	Leverage ratio: 2.24x (2021: 1.31x) - maximum per facility terms is 3.5x.

(e) Fair value hierarchy

This section explains the judgements and estimates made in determining the fair values of the financial instruments that are recognised and measured at fair value in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the group has classified its financial instruments into the three levels prescribed under the accounting standards. An explanation of each level is as follows:

Level 1:	The fair value of financial instruments traded in active markets (such as publicly traded derivatives, and equity securities) is based on quoted market prices at the end of the reporting period. The quoted market price used for financial assets held by the group is the current bid price. These instruments are included in level 1.
Level 2:	The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3:	If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities.

As part of the consideration for the acquisition of Laica S.p.A. which occurred in October 2020, the Group agreed to pay a contingent consideration of up to £6.4m (€7.1m) subject to certain conditions being met, including threshold financial targets for the financial years ending 31 December 2021 and 2022. Based on a post year-end arbitration process which was finalised in February 2023, the actual fair value of the contingent consideration payable to the vendor shareholders was set at £4,968,000 (€5,619,000) (2021: estimated fair value of £5,785,000). In the previous year and prior to this final arbitration, the fair value was estimated by calculating the present value of future probability weighted cashflows using a discount rate of 12.7%. The accrual for the contingent consideration as at year end reflects the final amount payable which is considered to be the fair value. The contingent consideration has been classified as Level 3 (2021: same).

There have been no movements into or out of any levels during the year.

The carrying amounts reflected in these financial statements for cash and cash equivalents, current trade and other receivables/payables and the fixed and floating rate bank borrowings approximate their fair values.

23.  SHARE BASED PAYMENTS

Long term incentive plan terms

As part of the admission to trading on AIM in August 2017, the Group granted a number of share options to employees of the Group. All of the shares granted are subject to service conditions, being continued employment with the Group until the end of the vesting period. The shares granted to the executive Directors and senior staff also include certain performance conditions which must be met, based on predetermined earnings per share, dividend pay-out, or share price targets for the three financial years from grant date. Further awards have been made since August 2017 under the same scheme on similar terms, with additional ESG-related performance conditions added on for certain senior members of management.

During 2020, the Group amended the terms of the Isle of Man share options to conditional share awards.

Participation in the plan is at the discretion of the Board and no individual has a contractual right to participate in the plan or to receive any guaranteed benefits. Where the employee is entitled to share options, these remain exercisable until the ten-year anniversary of the award date. Where the employee is entitled to conditional share awards, these are exercised on the vesting date.

The dividends that would be paid on a share in the period between grant and vesting reduce the fair value of the award if, in not owning the underlying shares, a participant does not receive the dividend income on these shares during the vesting period.

All of the options and conditional share awards are granted under the plan for nil consideration and carry no voting rights. A summary of the options and conditional share awards is shown in the table below:

		2022	2021
		Number of Shares	Number of Shares
At 1 January		3,054,161	3,590,383
Granted during the year		600,131	1,095,107
Exercised during the year		(734,608)	(925,651)
Forfeited during the year		(1,265,017)	(705,678)
As at 31 December		1,654,667	3,054,161

The Group has recognised a total gain of £491,000 (2021: expense of £1,549,000) in respect of equity-settled share-based payment transactions in the year ended 31 December 2022.

For each of the tranches, the first day of the exercise period is the vesting date and the last day of the exercise period is the expiry date, as listed in the valuation model input table below. The weighted average contractual life of options and conditional share awards outstanding at 31 December 2022 was 8.7 years (2021: 8.4 years).

Valuation model inputs

The key inputs to the Black-Scholes-Merton model for the purposes of estimating the fair values of the share options outstanding at the end of the year are as follows:

Grant date	Share price on grant date (p)	Expiry date	Weighted average probability of meeting performance criteria	Share options outstanding at 31 December 2022	Share options outstanding at 31 December 2021
20 May 2019	157.80	20 May 2029	36.8%	-	525,602
06 April 2020	170.00	06 April 2030	100.0%	-	310,867
01 May 2020	183.40	01 May 2030	0.0%	-	502,495
06 May 2020	181.00	06 May 2030	0.0%	-	36,364
21 April 2021	290.00	21 April 2031	0.0%	803,919	820,285
01 January 2022	303.50	01 January 2032	100.0%	9,164	-
21 April 2022	208.50	21 April 2032	0.0%	382,359	-
Total Share Options				1,195,442	2,195,613

The key inputs to the Black-Scholes-Merton model for the purposes of estimating the fair values of the conditional share awards outstanding at the end of the year are as follows:

Grant date	Share price on grant date (p)	Vesting date	Weighted average probability of meeting performance criteria	Conditional share awards outstanding at 31 December 2022	Conditional share awards outstanding at 31 December 2021
20 May 2019	157.80	01 April 2022	36.8%	-	304,254
19 August 2019	158.00	01 April 2022	28.0%	-	4,250
24 February 2020	179.80	24 April 2022	100.0%	-	10,772
06 April 2020	170.00	06 April 2022	100.0%	-	90,104
01 May 2020	183.40	31 December 2022	0.0%	-	165,759
06 May 2020	181.00	31 December 2022	100.0%	-	28,481
21 April 2021	290.00	31 December 2023	29.0%	225,204	229,515
06 December 2021	296.50	31 December 2023	0.0%	16,090	16,090
06 December 2021	296.50	31 December 2024	0.0%	9,323	9,323
21 April 2022	208.50	31 December 2024	0.0%	208,608	-
Total conditional share awards				459,225	858,548
Total share options and conditional share awards				1,654,667	3,054,161

The reduction in the fair value of the awards as a consequence of not being entitled to dividends reduced the charge for the options granted during the year by £nil (2021: £nil) and the expected charge over the life of the options by a total of £nil (2021: £nil).

The other factors in the Black-Scholes-Merton model do not affect the calculation and have not been disclosed, as the share options were issued for nil consideration and do not have an exercise price. The weighted average fair value of the options outstanding at the period end was £2.5719 (2021: £2.1217).

The movement within the share-based payments reserve during the period is as follows:

	2022 £000s	2021 £000s
Shared-based payments reserves as at 1 January	2,039	1,913
Share based payments transactions (note 5(a))	(491)	1,549
Other share-based payments	(136)	(174)
Share based payments transferred to other reserves upon exercise/vesting	(1,210)	(1,249)
Shared-based payments reserves as at 31 December	202	2,039

Other movements

Other transactions recognised directly in equity include the settlement of dividend entitlements previously accrued as part of the LTIP programme and employer contributions to national insurance for vested LTIPs.

24.  SHARE CAPITAL AND SHARE PREMIUM

	Number of shares	Par value	Share premium	Total
	(000s)	£000s	£000s	£000s
Allotted and fully paid: ordinary shares of 1p each
Balance at 1 January 2022	206,672	2,066	11,073	13,139
Shares issues during the year	11,304	113	12,887	13,000
Transaction costs	-	-	(2,285)	(2,285)
Share options exercised during the year (note 23)	735	7	-	7
Balance at 31 December 2022	218,711	2,186	21,675	23,861

Under the Isle of Man Companies Act 2006, the Company is not required to have an authorised share capital.

The shares issued during the year consist of 11,304,347 shares issued to finance the acquisition of the Billi entities as noted in note 14 and the remaining shares relate to employee share-based payments as noted in note 23. £13,000,000 was raised on the share issue to finance the acquisition of Billi with £113,000 recognised in share capital and £12,887,000 recognised as share premium. Associated transaction costs recognised directly in share premium amounted to £2,285,000.

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. All shares rank pari passu in all respects including voting rights and dividend entitlement.

See note 23 for further information regarding share-based payments which may impact the share capital in future periods.

25.  DIVIDENDS

The following amounts were recognised as distributions in the year:

		2022	2021
		£000s	£000s
Interim 2022 dividend of 2.75p per share (2021: 2.75p)		5,699	5,679
Final 2021 dividend of 5.6p per share (2020: 5.25p)		11,601	10,831
Total dividends recognised in the year		17,300	16,510

In addition to the above dividends, since year end the Directors have proposed the payment of a final dividend of 3.25p per share (2021: 5.6p). The aggregate amount of the proposed final dividend expected to be paid on 11 August 2023 out of retained earnings at 31 December 2022, but not recognised as a liability at year end, is shown in the table below. The payment of this dividend will not have any tax consequences for the Group.

		2022	2021
		£000s	£000s
Final 2022 dividend of 3.25p per share (2021: 5.6p)		7,108	11,574
Total dividends proposed but not recognised in the year, and estimated to be recognised in the following year.		7,108	11,574

26.  LEASES

a) Amounts recognised in the consolidated statement of financial position

The consolidated statement of financial position shows the following amounts relating to leases:

		2022	2021
		£000s	£000s
Right-of-use assets
Land and buildings		3,625	3,247
Total right-of-use assets		3,625	3,247
Current future lease liabilities (due within 12 months)		1,069	773
Non-current future lease liabilities (due in more than 12 months)		2,819	2,598
Total future lease liabilities		3,888	3,371

Additions to the right-of-use liabilities during the 2022 financial year were £505,000 (2021: £1,474,000). Disposals of right-of-use liabilities during the current year were £586,000 (2021: £735,000)

Short-term leases and leases of low values were recognised directly in the consolidated statement of comprehensive income, amounting to £106,000 (2021: £209,000).

Total cash outflows relating to all lease payments, including short-term leases and leases of low values were £939,000 (2021: £1,771,000).

The movement in lease liabilities is as follows:

		2022	2021
		£000s	£000s
Balance as at 1 January		3,371	4,100
Additions		505	1,474
Disposals		(586)	(735)
Adjustments due to lease modifications		-	35
Acquisition of Billi entities (note 14)		1,284	-
Repayments		(833)	(1,562)
Interest expense (included in finance cost)		92	105
Sub-lease income		-	(40)
Foreign exchange differences		55	(6)
Balance as at 31 December		3,888	3,371

b) Amounts recognised in the consolidated statement of comprehensive income

The statement of consolidated comprehensive income shows the following amounts relating to leases:

		2022	2021
		£000s	£000s
Depreciation of right-of-use assets		(920)	(1,396)
Short-term and low value leases		(106)	(209)
Interest expense (included in finance cost)		(92)	(105)
Foreign exchange gains		-	6
Total cost relating to leases		(1,118)	(1,704)

27.  STATEMENT OF CASH FLOWS NOTES

a) Cash generated from operations

		2022	2021
	Note	£000s	£000s
Cash flows from operating activities
Operating profit		19,916	23,720
Adjustments for:
Depreciation of property, plant and equipment	12	3,281	3,173
Depreciation of right-of-use assets	12	920	1,396
Amortisation of intangible assets	11	2,063	2,310
Share of losses from joint ventures		18	50
Loss on disposal of property, plant and equipment	12	-	1,679
Other non-cash flow items		1,275	1,703
Share based payment transactions	23	(491)	1,400
Net exchange differences	6(a)	188	186
		27,170	35,617
Changes in working capital:
Increase in inventories		(1,213)	(5,320)
Decrease / (increase) in trade and other receivables		3,159	(6,649)
(Decrease) / increase in trade and other payables		(4,549)	558
Cash generated from operations		24,567	24,206

Other non-cash flow items include accrual of amounts relating to compensation for post-combination services, which were accrued part of the acquisition of LAICA as the services were rendered (see note 14).

Share-based payment transactions include other transactions recognised directly in equity included in the statement of changes of equity.

b) Movement in net debt

			Non-cash movements
	At 01 January 2022	Cash flows	Currency movements	Other movements	At 31 December 2022
	000s	000s	000s	000s	000s
Borrowings, net of loan arrangement fees	(70,846)	(46,487)	(292)	(201)	(117,826)
Lease liabilities	(3,371)	833	(55)	(1,295)	(3,888)
Total liabilities from financing activities	(74,217)	(45,654)	(347)	(1,496)	(121,714)
Cash and cash equivalents	19,670	11,340	(567)	-	30,443
Net debt	(54,547)	(34,314)	(914)	(1,496)	(91,271)

28.  ULTIMATE BENEFICIAL OWNER

There is not considered to be any ultimate beneficial owner, as the Company is listed on AIM. No single shareholder beneficially owns more than 25% of the Company's share capital.

29.  RELATED PARTY TRANSACTIONS

(a) Identity of related parties

Related parties include all of the companies within the Group, however, these transactions and balances are eliminated on consolidation within the consolidated financial statements and are not disclosed, except for related party balances held with Joint Ventures which are not eliminated.

The Group also operates a defined contribution pension scheme which is considered a related party.

 (b) Related party balances

  Trading balances

	Balance due from			Balance due to
	2022	2021		2022	2021
	£000s	£000s		£000s	£000s
Related party
Foshan Yilai Life Electric Appliances Co. Limited	-	165		-	-
LAICA Brand House Limited	26	25		-	-

(c) Related party transactions

The following transactions with related parties occurred during the year:

	2022	2021
Name of related party	£000s	£000s
Transactions with related parties
Revenue earned from Foshan Yilai Life Electric Appliances Co. Limited	261	298
Revenue earned from LAICA Brand House Limited	3	3
Contributions paid to The Strix Limited Retirement Fund (note 5(c)(i))	(782)	(684)

Further information is given on the related party balances and transactions below:

·	Key management compensation is disclosed in note 5(b).
·	Information about the pension schemes operated by the Group is disclosed in note 5(c), and transactions with the pension schemes operated by the Group relate to contributions made to those schemes on behalf of Group employees.
·	Information on dividends paid to shareholders is given in note 25.

30.  POST BALANCE SHEET EVENTS

The Group does not have any material events after the reporting period to disclose.

 

END

 

 

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