Interim Report
2026
for the six months to 31 December 2025
WELCOME
2026 Interim Report
Who we areWe specialise in designing and manufacturing professional lighting systems. We currently employ over 900 people and, although each company works autonomously, our skills and markets are complementary.
Our purposeProvide technically advanced lighting solutions that deliver long-term lowest cost of ownership.
Our visionMaintain a consistently respected and profitable organisation with an environmental conscience.
Contents
INTERIM REPORT
Chairman's Interim Statement 01
OUR FINANCIALS
Consolidated Income Statement 02
Consolidated Statement of Comprehensive Income 03
Consolidated Statement of
Financial Position 04
Consolidated Statement of
Changes in Equity 05
Consolidated Statement
of Cash Flows 06
Notes to the Interim Financial Statements 07
Financial Highlights:
Revenue | Interim 2026 (unaudited) | Interim 2025 (unaudited) | Change |
£81.7m | £83.8m | -2.4% | |
Operating profit (before acquisition adjustments) | £12.5m | £12.6m | -0.8% |
Operating profit | £11.6m | £11.5m | +0.3% |
Profit before tax | £11.6m | £11.2m | +3.1% |
Basic earnings per share | 7.86p | 7.65p | +2.7% |
Interim dividend 1.81p (Interim 2025: 1.76p) - 2.8% increase
Special dividend 2.60p (Interim 2025: nil)
Revenues marginally lower, with operating profit steady
Thorlux results dampened by lower performance in Germany
Dutch segment similar to last year, supported by strong Famostar performance
Further growth at Zemper, profitable performance from TRT
Strong cash flow generation with net cash from operating activities of £14.3m (Interim 2025: £15.0m)
Our Values
Integrity Honesty Longevity Visit us online at: https://www.fwthorpe.co.uk
Chairman's Interim Statement
"The Group continues
investments in selling resources."
Mike Allcock, Chairman
Interim Report
Our Financials
For the interim period ended 31 December 2025, the Group delivered a stable performance, broadly consistent with the prior year and in line with the Board's expectations. Famostar and Zemper performed very well, the results for the Group's UK operations were marginally ahead of last year's, whilst Lightronics, and SchahlLED, fell short of expectations with the latter being impacted by the widely acknowledged recession in its German industrial sector. I am pleased that TRT continues to trade profitably, and it now looks to lift margins to levels expected for other Group companies. The Board continues to strive for a year where all companies in the Group nudge forward in unison.
The Board is continuing to invest across the Group, with a new commercial director being sought for Lightronics, expected to be in post by the financial year ending in
June, whilst significant additional sales engineers are being employed at SchahlLED to win market share and return to growth. The Group continues investments in selling resources with Thorlux strengthening its business development in the UK and additional sales engineers being recruited for Norway, Spain and France. Zemper is investing to promote the sales of its high-tech wireless emergency lighting system, SmartZ, in its local Spanish market, and in additional sales engineers for its export territories.
The Group continues to invest in plant and machinery to reinforce its ongoing efficiency drive and in support of the policy to manufacture locally. This includes approval for
a factory extension at Solite in Denton, Manchester, new automatic laser welding machinery and automatic metal bending and punching facilities at Thorlux, and new injection moulding machinery at Zemper in Spain. Whilst these investments may marginally suppress profitability in the short term, the Board continues to take a long-term view and is confident that the Group can win more orders to bring back
revenue growth, albeit currently hampered by ongoing market conditions. This investment also supports our customers' increasing desire for locally manufactured luminaires.
The Group's continued dedication to excellence in sustainability remains a key focus, which generally appeals to discerning customers and reduces the Group's operating costs as a by-product of its improved understanding and management of efficiency and waste.
Whilst members of the Board have explored various acquisition opportunities, none have so far met its requirements, and, as such, the Group's cash position this year has continued to build. With that in mind, together with a strong balance sheet and healthy, cash generative trading, the Board has approved an increase to the interim dividend to 1.81p (Interim 2025; 1.76p) and, further, a special dividend of 2.60p per share (Interim 2025: nil). The Group will continue to buy back its own shares when considered appropriate.
With so many markets suffering challenging trading conditions, substantiated by the Board's own market investigations of European listed peers and major lighting components suppliers, the outlook for growth for the second half remains a challenge, especially considering the strong second half achieved in 2024/25. All companies are targeted for growth, but each has its own slightly different set of circumstances to manage.
Mike Allcock
Chairman
5 March 2026 FW Thorpe
Stock Code: TFW https://www.fwthorpe.co.uk 01
Consolidated Income Statement
For the six months to 31 December 2025
31.12.25 | 31.12.24 | 30.06.25 | |
Six | Six | Twelve | |
months to | months to | months to | |
(unaudited) | (unaudited) | (audited) | |
£'000 | £'000 | £'000 | |
Revenue | 81,741 | 83,761 | 175,221 |
Operating Profit | 11,575 | 11,537 | 32,057 |
Finance income | 822 | 804 | 1,654 |
Finance expense | (163) | (404) | (729) |
Share of loss of joint ventures | (669) | (720) | (1,360) |
Profit before income tax | 11,565 | 11,217 | 31,622 |
Income tax expense | (2,482) | (2,240) | (6,210) |
Profit for the period | 9,083 | 8,977 | 25,412 |
Dividend rate per share | |||
Interim | 1.81p | 1.76p | 1.76p |
Special | 2.60p | - | - |
Final | - | - | 5.36p |
Earnings per share | |||
- basic | 7.86p | 7.65p | 21.69p |
- diluted | 7.86p | 7.65p | 21.69p |
02 Interim Report for the six months to 31 December 2025
Interim Report
Consolidated Statement of Comprehensive Income
Our FinancialsFor the six months to 31 December 2025
31.12.25 Six months to (unaudited) £'000 | 31.12.24 Six months to (unaudited) £'000 | 30.06.25 Twelve months to (audited) £'000 | |
Profit for the period | 9,083 | 8,977 | 25,412 |
Other comprehensive income/(expense) Items that may be reclassified to profit or loss Exchange rate differences on translation of foreign operations | 1,540 | (673) | 887 |
1,540 | (673) | 887 | |
Items that will not be reclassified to profit or loss | |||
Revaluation of financial assets at fair value through other comprehensive income* | 595 | (93) | 208 |
Movement on deferred tax associated to financial assets at fair value through other comprehensive income | (149) | 23 | (52) |
Reversal of deferred tax on disposed financial assets at fair value through other comprehensive income | - | - | 102 |
Actuarial loss on pension scheme** | - | - | (501) |
Movement on unrecognised pension surplus** | - | - | 323 |
446 | (70) 80 | ||
Other comprehensive income/(expense) for the period, net of tax | 1,986 | (743) | 967 |
Total comprehensive income for the period | 11,069 | 8,234 | 26,379 |
All comprehensive income is attributable to the owners of the company.
* The gain on the revaluation of financial assets at fair value through other comprehensive income of £595,000 is due to the increase in market value of these investments.
** No interim actuarial valuation undertaken.
Stock Code: TFW https://www.fwthorpe.co.uk
03
Consolidated Statement of Financial Position
As at 31 December 2025
As at | As at As at | ||
31.12.25 | 31.12.24 30.06.25 | ||
(unaudited) | (unaudited) (audited) | ||
Assets | £'000 | £'000 £'000 | |
Non-current assets | |||
Property, plant and equipment | 39,493 | 37,610 39,351 | |
Intangible assets | 65,354 | 64,044 65,057 | |
Investment properties | 4,340 | 4,380 4,362 | |
Financial assets at amortised cost | 192 | 182 188 | |
Equity accounted joint ventures | 5,211 | 6,217 5,773 | |
Financial assets at fair value through other | |||
comprehensive income | 4,105 | 3,125 3,510 | |
Deferred income tax assets | 456 | 425 437 | |
Total non-current assets | 119,151 | 115,983 | 118,678 |
Current assets | |||
Inventories | 30,577 | 28,962 | 29,710 |
Trade and other receivables | 29,306 | 33,497 | 36,168 |
Financial assets at amortised cost | 1,600 | 1,372 | 1,600 |
Short-term financial assets | 11,517 | 16,106 | 18,805 |
Cash and cash equivalents | 46,383 | 37,147 | 42,983 |
Total current assets | 119,383 | 117,084 | 129,266 |
Total assets | 238,534 | 233,067 | 247,944 |
Liabilities | |||
Current liabilities | |||
Trade and other payables | (34,266) | (36,309) | (39,247) |
Financial liabilities | (348) | (561) | (415) |
Lease liabilities | (957) | (857) | (910) |
Current income tax liabilities | (488) | (1,201) | (847) |
Total current liabilities | (36,059) | (38,928) | (41,419) |
Net current assets | 83,324 | 78,156 | 87,847 |
Non-current liabilities | |||
Other payables | (4,072) | (5,204) | (4,018) |
Financial liabilities | (722) | (1,032) | (829) |
Lease liabilities | (2,903) | (3,168) | (2,998) |
Provisions for liabilities and charges | (3,352) | (3,365) | (3,310) |
Deferred income tax liabilities | (5,379) | (4,924) | (5,577) |
Total non-current liabilities | (16,428) | (17,693) | (16,732) |
Total liabilities | (52,487) | (56,621) | (58,151) |
Net assets | 186,047 | 176,446 | 189,793 |
Equity attributable to owners of the company | |||
Issued share capital | 1,189 | 1,189 | 1,189 |
Share premium account | 3,113 | 3,113 | 3,113 |
Capital redemption reserve | 137 | 137 | 137 |
Foreign currency translation reserve | 3,952 | 852 | 2,412 |
Retained earnings | |||
At 1 July | 182,942 | 170,823 | 170,823 |
Profit for the period attributable to owners | 9,083 | 8,977 | 25,412 |
Other changes in retained earnings | (14,369) | (8,645) | (13,293) |
177,656 | 171,155 | 182,942 | |
Total equity | 186,047 | 176,446 | 189,793 |
04 Interim Report for the six months to 31 December 2025
Interim Report
Consolidated Statement of Changes in Equity
For the six months to 31 December 2025
Our FinancialsIssued share capital | Share premium account | Capital redemption reserve | currency translation reserve | Retained earnings | Total equity |
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
Balance at 30 June 2024 1,189 | 3,088 | 137 | 1,525 | 170,823 | 176,762 |
Comprehensive income Profit for six months to 31 December 2024 - | - | - | - | 8,977 | 8,977 |
Other comprehensive income - | - | - | (673) | (70) | (743) |
Total comprehensive income - Transactions with owners Shares issued from exercised options - | - 25 | - - | (673) - | 8,907 - | 8,234 25 |
Share based payment charge - | - | - | - | 320 | 320 |
Dividends paid to shareholders - | - | - | - | (8,895) | (8,895) |
Total transactions with owners - | 25 | - | - | (8,575) | (8,550) |
Balance at 31 December 2024 1,189 | 3,113 | 137 | 852 | 171,155 | 176,446 |
Comprehensive income Profit for the year to 30 June 2025 - | - | - | - | 16,435 | 16,435 |
Actuarial loss on pension scheme - Movement on unrecognised pension | - | - | - | (501) | (501) |
scheme surplus - Revaluation of financial assets at fair | - | - | - | 323 | 323 |
value through other comprehensive | |||||
income - Movement on deferred tax associated | - | - | - | 301 | 301 |
to financial assets at fair value through | |||||
other comprehensive income -Reversal of deferred tax on disposed | - | - | - | (75) | (75) |
financial assets at fair value through | |||||
other comprehensive income - | - | - | - | 102 | 102 |
Exchange differences on translation of - | - | - | 1,560 | - | 1,560 |
Total comprehensive income - | - | - | 1,560 | 16,585 | 18,145 |
Transactions with owners Share based payment charge - | - | - | - | 400 | 400 |
Purchase of own shares - | - | - | - | (3,135) | (3,135) |
Dividend paid to shareholders - | - | - | - | (2,063) | (2,063) |
Total transactions with owners - | - | - | - | (4,798) | (4,798) |
Balance at 30 June 2025 1,189 | 3,113 | 137 | 2,412 | 182,942 | 189,793 |
Comprehensive income Profit for six months to 31 December 2025 - | - | - | - | 9,083 | 9,083 |
Other comprehensive income - | - | - | 1,540 | 446 | 1,986 |
Total comprehensive income - Transactions with owners | - | - | 1,540 | 9,529 | 11,069 |
Share based payment charge - | - | - | - | 314 | 314 |
Purchase of own shares - | - | - | - | (8,980) | (8,980) |
Dividends paid to shareholders - | - | - | - | (6,149) | (6,149) |
Total transactions with owners - | - | - | - | (14,815) | (14,815) |
Balance at 31 December 2025 1,189 | 3,113 | 137 | 3,952 | 177,656 | 186,047 |
Foreign
foreign operations
Stock Code: TFW https://www.fwthorpe.co.uk
05
Consolidated Statement of Cash Flows
For the six months to 31 December 2025
30.06.25 | |||
31.12.25 | 31.12.24 Twelve | ||
Six months to | Six months to months to | ||
(unaudited) | (unaudited) (audited) | ||
£'000 | £'000 £'000 | ||
Cash flows from operating activities Profit before tax | 11,565 | 11,217 31,622 | |
- Depreciation of property, plant and equipment | 2,798 | 2,548 5,129 | |
- Depreciation of investment properties | 23 | 23 46 | |
- Amortisation of intangible assets | 2,079 | 2,291 4,380 | |
- Fair value adjustment on redemption liability | - | - (1,177) | |
- Profit on disposal of property, plant and equipment | (50) | (38) (191) | |
- Loss on disposal of intangible assets | - | 4 26 | |
- Net finance income | (659) | (400) (925) | |
- Retirement benefit contributions less service charge | (11) | (133) (178) | |
- Share of joint venture loss | 669 | 720 1,360 | |
- Share based payment charge | 314 | 320 720 | |
- Research and development expenditure credit | (103) | (181) (280) | |
- Effects of exchange rate movements | (433) | 1,817 267 | |
Changes in working capital: - Increase in inventories | (605) | (276) (607) | |
- Decrease in trade and other receivables | 7,289 | 2,658 625 | |
- Decrease in payables and provisions | (5,289) | (2,546) (736) | |
Cash generated from operations | 17,587 | 18,024 | 40,081 |
Tax paid | (3,275) | (3,018) | (6,841) |
Net cash inflow from operating activities | 14,312 | 15,006 | 33,240 |
Cash flows from investing activities Purchases of property, plant and equipment | (2,332) | (1,941) | (5,601) |
Proceeds from sale of property, plant and equipment | 120 | 107 | 404 |
Purchases of intangible assets | (1,281) | (1,557) | (2,782) |
Payment of deferred consideration on a joint venture | - | (811) | (813) |
Purchases of investment property Proceeds from sale of financial assets at fair value through other comprehensive income | (1) - | - 539 | (5) 706 |
Purchases of financial assets at fair value through other comprehensive income | - | - | (250) |
Property rental and similar income received | 48 | 38 | 70 |
Dividend income received | 86 | 100 | 276 |
Net withdrawal of short-term financial assets | 7,353 | 2,793 | 203 |
Interest received | 646 | 674 | 1,305 |
Issue of loans receivable | (26) | (395) | (649) |
Net cash inflow/(outflow) from investing activities | 4,613 | (453) | (7,136) |
Cash flows from financing activities Net proceeds from the issuance of ordinary shares | - | 25 | 25 |
Purchases of own shares | (8,980) | - | (3,135) |
Addition of lease liabilities | 23 | 47 | 5 |
Proceeds from borrowings | - | 18 | - |
Repayment of borrowings | (197) | (842) | (1,219) |
Principal element of lease payments | (498) | (437) | (890) |
Payment of interest | (115) | (131) | (243) |
Payments to non-controlling interests | - | (469) | (470) |
Dividends paid to Company's shareholders | (6,149) | (8,895) | (10,958) |
Net cash outflow from financing activities | (15,916) | (10,684) | (16,885) |
Net increase in cash and cash equivalents | 3,009 | 3,869 | 9,219 |
Cash and cash equivalents at the beginning of the period | 42,983 | 33,943 | 33,943 |
Effects of exchange rate changes on cash | 391 | (665) | (179) |
Cash and cash equivalents at the end of the period | 46,383 | 37,147 | 42,983 |
06 Interim Report for the six months to 31 December 2025
Interim Report
Notes to the Interim Financial Statements
Basis of preparation
Our FinancialsThe consolidated interim financial statements for the six months to 31 December 2025 have been prepared in accordance with the AIM Rules for Companies, UK adopted International Accounting Standards and with the requirements of the Companies Act 2006 as applicable to companies reporting under those standards, with future changes being subject to endorsement by the UK Endorsement Board.
The figures for the period to 31 December 2025 and the comparative period to 31 December 2024 have not been audited or reviewed and are therefore disclosed as unaudited. The figures for 30 June 2025 have been extracted from the financial statements for the year to 30 June 2025, which have been delivered to the Registrar of Companies. The interim financial statements do not constitute statutory accounts within the meaning of the Companies Act 2006.
The financial statements are presented in Pounds Sterling, rounded to the nearest thousand.
The interim financial statements are prepared under the historical cost convention, modified by the revaluation of certain current and non-current investments at fair value through profit or loss and through other comprehensive income.
The accounting policies set out in the financial statements for the year ended 30 June 2025 have been applied consistently throughout the Group during the period.
Segmental analysis
The segmental analysis is presented on the same basis as that used for internal reporting purposes. For internal reporting FW Thorpe is organised into ten operating segments based on the products and customer base in the lighting market - the largest business is Thorlux, which manufactures professional lighting systems for industrial, commercial and controls markets. The businesses of Lumen Intelligence Holding GmbH, SchahlLED Lighting GmbH and Thorlux Lighting Limited are included in this segment in accordance with the Group's internal reporting. The businesses in the Netherlands, Lightronics B.V. and Famostar Emergency Lighting B.V., are material subsidiaries and disclosed separately as Netherlands companies. The businesses in the Zemper Group are also material and disclosed separately as Zemper Group.
The five remaining continuing operating segments have been aggregated into the "other companies" reportable segment based upon their size, comprising the entities Philip Payne Limited, Solite Europe Limited, Portland Lighting Limited, TRT Lighting Limited and Thorlux Australasia PTY Limited. The number of operating segments has reduced by two compared to the prior year as Thorlux Lighting LLC has been closed and Thorlux Lighting GmbH merged into SchahlLED Lighting GmbH.
FW Thorpe's chief operating decision-maker (CODM) is the Group Board. The Group Board reviews the Group's internal reporting in order to monitor and assess the performance of the operating segments for the purpose of making decisions about resources to be allocated. Performance is evaluated based on combination of revenue and operating profit. Assets and liabilities have not been segmented, which is consistent with the Group's internal reporting.
Adjustments and eliminations to operating profit consist of:
intra-group eliminations on property rentals on premises owned by FW Thorpe Plc, adjustments to profit related to stocks held within the Group that were supplied by another segment, elimination of inter-segment impairments and elimination of profit on transfer of assets between Group companies; and
adjustments related to changes in fair value of redemption liability and share-based payment charges.
Stock Code: TFW https://www.fwthorpe.co.uk 07
Notes to the Interim Financial Statements continued
2. Segmental analysis continued
Thorlux £'000 | Netherlands companies £'000 | Zemper Group £'000 | Other companies £'000 | Inter-segment adjustments £'000 | Total continuing operations £'000 | |
Six months to | ||||||
31 December 2025 | ||||||
Revenue to external | ||||||
customers | 44,568 | 17,147 | 10,589 | 9,437 | - | 81,741 |
Revenue to other | ||||||
Group companies | 2,042 | 76 | 539 | 2,336 | (4,993) | - |
Total revenue | 46,610 | 17,223 | 11,128 | 11,773 | (4,993) | 81,741 |
EBITDA | 9,431 | 3,238 | 2,806 | 1,364 | (364) | 16,475 |
Depreciation and amortisation | 2,454 | 523 | 1,268 | 655 | - | 4,900 |
Operating profit before acquisition adjustments | 7,451 | 2,715 | 1,990 | 709 | (364) | 12,501 |
Operating profit | 6,977 | 2,715 | 1,538 | 709 | (364) | 11,575 |
Net finance income | 659 | |||||
Share of loss of joint ventures | (669) | |||||
Profit before income tax | 11,565 | |||||
Acquisition adjustments include amortisation of intangible assets.
Thorlux | Netherlands companies | Zemper Group | Other companies | Inter-segment adjustments | Total continuing operations | |
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
Six months to 31 December 2024 | ||||||
Revenue to external | ||||||
customers | 48,777 | 16,564 | 10,120 | 8,300 | - | 83,761 |
Revenue to other | ||||||
Group companies | 1,693 | 117 | 36 | 2,815 | (4,661) | - |
Total revenue | 50,470 | 16,681 | 10,156 | 11,115 | (4,661) | 83,761 |
EBITDA | 9,618 | 3,211 | 2,388 | 899 | 283 | 16,399 |
Depreciation and | ||||||
amortisation | 2,377 | 556 | 1,277 | 652 | - | 4,862 |
Operating profit before | ||||||
acquisition adjustments | 7,762 | 2,760 | 1,547 | 247 | 283 | 12,599 |
Operating profit | 7,241 | 2,655 | 1,111 | 247 | 283 | 11,537 |
Net finance income | 400 | |||||
Share of loss of joint | ||||||
ventures | (720) | |||||
Profit before income tax | 11,217 |
Acquisition adjustments include amortisation of intangible assets.
08
Interim Report for the six months to 31 December 2025
Interim Report
Our FinancialsThorlux | Netherlands companies | Zemper Group | Other companies | Inter-segment adjustments | Total continuing operations | |
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
Year to 30 June 2025 | ||||||
Revenue to external customers | 101,011 | 34,348 | 21,372 | 18,490 | - | 175,221 |
Revenue to other Group companies | 4,084 | 244 | 527 | 5,439 | (10,294) | - |
Total revenue | 105,095 | 34,592 | 21,899 | 23,929 | (10,294) | 175,221 |
EBITDA | 24,905 | 7,339 | 5,322 | 3,325 | 721 | 41,612 |
Depreciation, amortisation and impairment | 4,687 | 1,036 | 2,524 | 1,308 | - | 9,555 |
Operating profit before acquisition adjustments | 21,263 | 6,408 | 3,671 | 2,017 | (456) | 32,903 |
Operating profit | 20,218 | 6,303 | 2,798 | 2,017 | 721 | 32,057 |
Net finance income | 925 | |||||
Share of loss of joint ventures | (1,360) | |||||
Profit before income tax | 31,622 |
Segmental analysis continued
Acquisition adjustments include amortisation charge of intangible assets of £2.0m and gain on changes in fair value of redemption liability of £1.2m.
Earnings per share
The basic earnings per share is calculated on profit after taxation and the weighted average number of ordinary shares in issue of 115,514,625 (Interim 2025: 117,340,447) during the period.
The diluted earnings per share is calculated on profit after taxation and the weighted average number of potentially dilutive ordinary shares in issue of 115,514,625 (Interim 2025: 117,362,566) during the period.
Dividend
The interim dividend of 1.81p per share (Interim 2025: 1.76p), based on 113,161,908 shares in issue at the announcement date, will amount to £2,048,000 (Interim 2025: £2,065,000) and the special dividend of 2.60p per share (interim 2025: nil) will amount to £2,942,000 (Interim 2025: £nil). The interim and special dividends will be paid on 2 April 2026 to shareholders on the register at the close of business on 13 March 2026, and the shares become ex-dividend on 12 March 2026.
For the year ended 30 June 2025, a final dividend of 5.36p (2024: 5.08p) per share amounting to £6,149,000 (2024: £5,961,000) and a special dividend of nil (2024: 2.50p) per share, amounting to £nil (2024: £2,934,000) were paid on 28 November 2025.
Availability of interim statement
Copies of this report are being sent to shareholders and will also be available from the company's registered office or on the company's website (https://www.fwthorpe.co.uk) from 16 March 2026.
Stock Code: TFW https://www.fwthorpe.co.uk 09
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