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Avon Technologies plc
Annual Report
and Accounts 2025
Strong
plaorm.
Expanding
horizons.
2
Avon Technologies plc
Annual Report and Accounts 2025
Protecting lives
Avon Technologies plc is a world leader in
mission-critical protective equipment.
Every day, all over the world, over four million
service personnel, law enforcement and first
responders rely on our cutting-edge respiratory
and ballistic systems to keep them safe and help
them do their difficult and essential work.
Mission-critical
protection
3
Avon Technologies plc
Annual Report and Accounts 2025
Strategic report
Governance
Financial statements
North America
Growing investment in border
and homeland security. Increased
domestic civil unrest driven by
political polarisation, immigration
enforcement and emerging
digital protest tactics.
NATO
Substantial growth in defence
spend expected with NATO
target of at least 3.5% GDP.
Russian CBRN attacks in Ukraine
recognised as a key strategic risk
for militaries. Growing awareness
of underwater threats.
Rest of World
Heightened regional unrest
with increased focus on defence
and security spend. Middle East
conflict and increasing tensions
between India/Pakistan and
China/Taiwan.
Our world is changing, with
increasing conflict and new
threats. From chemical warfare to
urban conflict, from underwater
missions to the frontlines of
Ukraine and the Middle East,
the defence landscape has
shifted dramatically.
The challenges faced today
are more complex and more
unpredictable, with a greater
need for personal protection:
Our mission is clear:
To enhance personal protection not just for the worst-case scenarios, but for the most
likely ones. Whether it’s supporting operator lethality or ensuring mission-readiness,
our job is to keep users one step ahead of the threat.
We’re proud of our reputation for quality, innovative design and specialist materials expertise.
Most of all, though, we’re proud to protect the lives of the people who protect us.
Our largest customers
UK Ministry
US Department
of War
NATO nations via the
NSPA framework contract
Australian
Defence Force
UK Ministry
of Defence
4
Avon Technologies plc
Annual Report and Accounts 2025
Getting better
every day
We know how important our work is:
lives literally depend on it. That’s what
motivates us, every day, to keep doing it better.
Together, we’ve built a culture of continuous
improvement (CI) – where individuals at every
level are empowered to call out opportunities
and create meaningful change.
It’s what drives our product innovation and
our skills development. And what makes
our facilities and processes as safe,
efficient and enjoyable as possible.
So that, every day, we get a little better
at protecting the people who protect us.
Chief Executive’s strategic review
p18
5
Avon Technologies plc
Annual Report and Accounts 2025
Strategic report
Governance
Financial statements
#
FIERCE
about putting our customers first
about winning
about growth
about experimentation
about respecting our people
What is continuous
improvement?
Continuous improvement (CI) is straightforward:
assemble cross-functional teams to address
top priorities with focused effort. While many
CI tools exist, the essential idea is to collaborate
and fully dedicate attention to solving key
problems. By building the right culture and
capabilities we believe we can unlock significant
opportunities that will result in a company
where employees can learn and thrive, and a
business that can outperform our competition.
Unlike most other companies, who view
CI as tactical, we consider it strategic and
a key part of our future success: consistently
delivering high-quality products on time
to customers, with lower inventory than
competitors, will lead to success.
What makes us different
Our FIERCE culture is distinctive and powerful.
It enables our people to be the best version
of themselves.
FIERCE are the values and behaviours we
encourage, the standards we hold ourselves
to and the characteristics we display when
we’re at our best.
There are five behaviours that sum up how
we show up as a business. They are the
standards we expect from ourselves and
each other and the benchmark we use to
inform decisions and measure performance.
Read more:
Our culture
avon-technologiesplc.com
Expanding
horizons
Our ambition is to be the leading military
and law enforcement PPE specialist.
Each year, we use our STAR framework to
set priorities, focus our strategy and align
around shared goals. STAR has four key pillars
that shape how we work and grow. It is
the backbone of everything we do.
6
Avon Technologies plc
Annual Report and Accounts 2025
STAR strategy
p19
7
Avon Technologies plc
Annual Report and Accounts 2025
Strategic report
Governance
Financial statements
Embedding a culture of continuous improvement
2023
Where we are now
Footprint optimisation and programme
management excellence projects complete.
Functional excellence 75% complete and
commercial optimisation 50% complete.
2026
Continued focus on operational excellence,
generating cash to drive growth through
investing in sales and marketing, R&D,
product development and people.
Our STAR strategy
The STAR strategy was launched in 2023 and sets out the
strategic priorities required to achieve our medium-term goals
of at least 5% revenue CAGR, adjusted operating profit margins
of 14-16%, ROIC of more than 17% and cash conversion of
80-100% (see Adjusted Performance Measures on page 111
for more information).
Our STAR strategy comprises four focus areas:
1.
Strengthen through continuous improvement
to drive
sustained competitive advantage:
Every day, at every level
of our organisation, people are making small changes that improve
our people’s safety, our product quality, our delivery to customers
and inventory reduction. All while also improving productivity.
We call this our Strengthen System.
2.
Transform
by creating solid foundations for growth:
Continuous
improvement generates cash by reducing inventory and increasing
productivity. We reinvest that cash in growth, building operations
and supporting functions that enable the business to grow faster.
3.
Advance
the business through organic growth:
From growing
and defending our core and nurturing emerging opportunities to
developing new revenue streams, we can grow our core business
organically – we call this our Advance programme.
4.
Revolutionise:
use research, partnerships and acquisitions
to augment our growth:
And by leading the market with new
products, new materials and disruptive innovation we can
build a business for the long term.
Where we are now:
Strengthen
and
Transform
:
Our Strengthen System has become a powerful engine for
operational improvement. We see clear opportunities to
further improve our operational KPIs, increasing cash and
capacity to invest in growth opportunities.
Our transformation activity and associated risk will reduce
significantly during FY26, with focus moving to our most
ambitious new product development programme yet.
Advance:
Increasing our focus on organic investment to drive growth,
including: expanding sales and marketing, accelerating R&D,
improving product development processes and investing in
our people.
Revolutionise:
Investing in long-term growth opportunities, including our new
product pipeline, market expansion, geographic expansion and
M&A to support organic growth through ‘bolt-on’ acquisitions.
Our STAR strategy is delivering. With strong momentum behind us,
we have a packed pipeline of initiatives for 2026.
STAR strategy
p19
Restructuring and transformation initiatives
Accelerate investment in growth
Protecting lives...
Our mission is to provide
unparalleled protection for
those who protect us.
...better every day
Together we’ve built a culture
of continuous improvement
where everyone is empowered
to create meaningful change.
8
Avon Technologies plc
Annual Report and Accounts 2025
Contents
Strategic report
02
Introduction and highlights
10
At a glance
12
Our Investment Case
14
Chair’s statement
16
Business model
18
Chief Executive’s strategic review
26
Market review and trends
28
Key performance indicators
32
Financial review
38
Strategic Business Unit review:
Avon Protection
42
Strategic Business Unit review:
Team Wendy
46
Risks and uncertainties
54
Sustainability
66
TCFD
72
Section 172(1) statement
Governance
77
Our Board
79
Our Executive Team
80
Chair‘s Introduction to Governance
82
Corporate Governance Report
86
Nomination Committee Report
88
Audit Committee Report
91
Remuneration Committee Report
100
Annual Report on Remuneration
108
Directors’ Report
111
Adjusted Performance Measures
Financial statements
116
Independent Auditor’s Report
123
Consolidated Statement of
Comprehensive Income
124
Consolidated Balance Sheet
125
Consolidated Cash Flow Statement
126
Consolidated Statement of
Changes in Equity
127
Accounting Policies and Critical
Accounting Judgements
132
Notes to the Group Financial Statements
155
Parent Company Balance Sheet
156
Parent Company Statement of
Changes in Equity
157
Parent Company Accounting Policies
159
Notes to the Parent Company
Financial Statements
Shareholder information
161
Notice of Annual General Meeting
167
Glossary of Abbreviations
168
Shareholder Information
Forward-looking statement:
This Annual Report contains
certain forward-looking statements with respect to the
operations, strategy, performance, financial condition,
and growth opportunities of the Group. By their nature,
these statements involve uncertainty and are based on
assumptions and involve risks, uncertainties and other
factors that could cause actual results and developments
to differ materially from those anticipated. The forward-
looking statements reflect knowledge and information
available at the date of preparation of this Annual Report
and, other than in accordance with its legal and regulatory
obligations, the Company undertakes no obligation to
update these forward-looking statements. Nothing in this
Annual Report should be construed as a profit forecast.
Operational highlights
Excellent progress towards medium-term financial goals:
• Addressable markets currently outpacing the previous forecast
annual growth rate, now 3–4.5%
• Revenue, ROIC, cash conversion and leverage goals all achieved
two years earlier than targeted
• On track to achieve operating margin within the target range of
14–16% in FY26
Continuous improvement driving operational improvements:
• Transitioned all production lines from batch to flow manufacturing –
layout improvements across every factory
• Irvine, California, site closed: on course to deliver savings from FY26
• Demonstrated ability to hit planned rate on key DoW NG IHPS
and ACH Gen II programmes
• 24% global scrap reduction, showcasing CI-led operational
improvements
• Sustained CI freeing up cash and resources to reinvest into technology,
talent, sales and marketing, and disruptive technologies
Delivering organic growth through strategic wins and
strengthening customer base:
• Delivered FM54 masks to the Australian Defence Force
• NSPA (NATO Support and Procurement Agency) contracts for FM50
and boots and gloves now reached $100m of orders across 16 countries
• Grew US commercial law enforcement helmet sales by 15%
• US DoW orders totalling $64m for ACH Gen II and NG IHPS helmets
• Record order book of $263m, giving confidence in FY26 and beyond:
>
$131m US DoW order backlog for NG IHPS and ACH Gen II helmets
>
Turkish MoD initial delivery and follow-on order for full CBRN ensemble
system including suit, boots, gloves, mask and powered air respirator
>
Canada and two European Navy rebreather contracts won and
orders placed
Increasing investment in long-term growth opportunities,
supported by product innovation:
• Launched RIFLETECH helmet and MITR half mask and powered
goggle with strong pipelines and excellent customer feedback
• Contracted on nine Programs of Record with US DoW
• Investment in strengthened commercial sales team
A robust and repeatable business improvement system:
• Continuous improvement-led Strengthen System driving structural
improvement in the business, creating a higher-performing platform
capable of supporting greater scale
• On track to have met or exceeded our key targets in 2026
• Confident in continuing to deliver sustained growth and improved
returns over the long term
• Focus turning to accelerating growth while continually improving
operational execution
Performance highlights
2025
2024
Growth
Closing order book
$262.8m
$225.2m
16.7%
Revenue
$313.9m
$275.0m
14.1%
Adjusted EBITDA
$51.5m
$43.4m
18.7%
Adjusted operating profit
$40.3m
$31.6m
27.5%
Statutory operating profit
$19.2m
$10.7m
79.4%
Adjusted profit before tax
$34.9m
$25.3m
37.9%
Adjusted basic earnings
per share
91.2c
69.9c
30.5%
Total dividend per share
24.6c
23.3c
5.6%
Net debt excluding
lease liabilities
$50.1m
$43.5m
15.2%
Nearly two years ago, we set bold ambitions for the
business which could only be achieved by significant
change. This year, in particular, required enormous
tenacity and dedication from our employees. That
effort is paying off. Adjusted EPS has grown by over
100% since 2023, the balance sheet now provides
a strong foundation and strategic optionality, and
we’ve launched several exciting new products which
will support future growth.
As we near the completion of the first phase of our
strategy, our shiſt to a continuous improvement
culture is delivering real results and has been
fundamental to dramatically increasing the
production run rate within Team Wendy and
expanding our market share in Avon Protection.
We are now a stronger business with more
growth opportunities than ever, underpinned by
disciplined investment and relentless operational
improvement. None of this would be possible
without our exceptional team, and I’m deeply
grateful for their hard work and commitment.
Jos Sclater
Chief Executive Officer
9
Avon Technologies plc
Annual Report and Accounts 2025
Strategic report
Governance
Financial statements
Adjusted Performance Measures
p111–p114
Avon Technologies plc is a military and
law enforcement personal protection
equipment (PPE) specialist: integrating
protective solutions including head
protection and chemical, biological,
radiological and nuclear (CBRN)
protection systems.
Our products are trusted to protect
service personnel and first responders
in over 70 markets around the world.
Our largest customers include the
US Department of War (US DoW),
NATO nations via the NSPA framework
contract, UK Ministry of Defence
(UK MoD) and the Australian Defence
Force (ADF).
We have two Strategic Business
Units (SBUs), specialising in different,
but complementary, areas of
protective equipment:
Avon Protection is a leading provider of innovative protective equipment,
specialising in the design, development, testing and manufacturing of integrated
protective systems for land and sea.
Product portfolio
Our products fall into four categories:
CBRN
Respiratory
Non-CBRN
Respiratory
Integrated
CBRN
Underwater
Respiratory
FY26–30 addressable market size
$446m
*
3–4% CAGR
Revenue
$168.8m
Sales growth
16%
Adjusted operating profit
$33.6m
Adjusted operating profit margin
19.9%
Employees
450+
Competitive advantages
• User-centric design
• Moulding and materials knowledge
• Leading quality processes
• Vertically integrated supply chain
• Field-proven pedigree
• Leading market certifications
• Underpinned by long-term patents
and contracts
At a glance
We are an organisation with one shared purpose:
Protecting lives, every day
10
Avon Technologies plc
Annual Report and Accounts 2025
*
Source: Roland Berger. Includes NATO, Middle East and Asia-Pacific
Strategic Business Unit review – Avon Protection
p38–p41
Strategic report
Governance
Financial statements
Team Wendy specialises in superior helmet systems. We engineer cutting-edge
ballistic and impact protection helmets, helmet liners and retention systems using
our unique composite material science, precision moulding and traumatic brain
injury research.
Product portfolio
Ballistic
Helmets
Bump
Helmets
Liner and
Retention Systems
FY26–30 addressable market size
$591m
*
3.5–4.5% CAGR
Revenue
$145.1m
Sales growth
12%
Adjusted operating profit
$6.7m
Adjusted operating profit margin
4.6%
Employees
500+
Competitive advantages
• Leader in composite material processing
for ballistic protection
• Long-term relationship with US DoW
and technology partners
• Agile design, prototyping and
testing resources
• In-house tool and process
equipment machining
• Innovative design solutions
and integration
• Novel shell-forming and
moulding processes
11
Avon Technologies plc
Annual Report and Accounts 2025
O
rder book
0
50
100
150
200
250
300
2025
2024
2023
Team Wendy
Avon Protection
A.
Military US
20.6%
66.1%
B.
Military Europe
40.7%
0.2%
C.
Military Rest of World
6.5%
6.6%
D.
Commercial US
18.2%
22.3%
E.
Commercial Europe
and Rest of World
14.0%
4.8%
A
B
C
C
D
D
E
E
A
Revenue by customer
Team Wendy
Avon Protection
FY25 closed with another record order book,
up 16% to $263m. Avon Protection’s order
book grew by $45m, with well-diversified
demand across customers and product
lines. Team Wendy’s order book declined
by $7m, reflecting accelerated US DoW
helmet deliveries, a reduced 40% share
(at a higher price) of the latest NG IHPS
award, and shorter lead times for police
and first responder orders, resulting in
fewer outstanding deliveries.
Find out more about SBU’s order books
p22–23
*
Source: Roland Berger. Includes NATO, Middle East and Asia-Pacific
Strategic Business Unit review – Team Wendy
p42–p45
12
Avon Technologies plc
Annual Report and Accounts 2025
Continuous improvement culture driving
high returns
• Culture of continuous improvement builds credibility,
competitive advantage, margin improvement and
cash to reinvest in growth
• Low-capital business model with long-term ROIC
growth opportunity
Positive key growth drivers*
Previous
trend
Future
trend
Underlying defence trends
Increasing total
defence budgets
Rising geopolitical
tension, escalation risk,
fraying alliances
Number of military
and first responder 
personnel
War readiness,
deterrence, response
to civil unrest
Equipment-specific trends
Increased CBRN
threat level (Avon
Protection only)
Higher CBRN capabilities
from hostile actors,
use in recent wars
Growing domestic
security threats
Rising domestic
terrorism, immigration
control, civil unrest
Growing soldier
lethality needs
Need for light,
tactical gear
Heightened focus
on soldier protection
(Team Wendy only)
Rising conflict risk, new
weaponry, increased
duty of care spend
Higher equipment
specifications and
modernisation
Higher budgets to
replace old gear
Increased stockpiling
Planned surge in recruits,
greater war readiness
and donation
Increasing market share in growing markets
• Well positioned to grow above underlying markets
• Core addressable markets growing at 3–4.5% CAGR
• Global instability and conflicts driving demand
• Increasing CBRN threats driving defence and homeland
security investment
Our Investment Case
Building a business that can compound for
shareholders through our scalable business model
Our business model
p16
Annual ballistic
helmet demand $m
*
0
100
200
300
400
500
600
FY26–30
FY19–25
3.5–4.5%
CAGR
Military
Law enforcement
Annual respirator
demand $m
*
0
100
200
300
400
500
FY26–30
FY19–25
3–4%
CAGR
*
Source: Roland Berger
Strong competitive moat
• World-leading, innovative and certified technology
• Deep material science, product design and manufacturing capability, aligned to customer priorities and future threats
• Over 100 years’ experience protecting lives of NATO militaries and first responders
• Contracted on nine US DoW Programs of Record (a formally approved major acquisition programme officially recorded
in the budget with plans for development, procurement and sustainment)
Military product lifecycles provide long-term visibility and create barriers to new entrants
Programme lifecycle
Total patent numbers:
Avon Protection
Team Wendy
13
Avon Technologies plc
Annual Report and Accounts 2025
Strategic report
Governance
Financial statements
A repeatable business model
• Proven business system that builds capability and culture to deliver local continuous improvement actions
• Track record of successfully transforming and strengthening existing business units
• Disciplined capital allocation framework which drives high returns:
Capital allocation framework... expanding to include value-accretive acquisitions
Stable revenue base, well-underpinned growth
• Low revenue volatility with valuable recurring revenue
base and stable aftermarket
• Sole sourced or primary sourced on long-cycle
programmes of record
• Long history of partnering with customers on
breakthrough technologies
$1bn+
total addressable market
FY26–30 across both SBUs
*
3-4.5%
market CAGR over the
next 5 years
*
Need
determination
1 year
Manufacturing
development
1–2 years
Detailed design
2 years
Production
3–7 years+
Replenishment
and aftermarket
5–20 years+
37
granted
patents
28
patents
pending
22
design
registrations
35
granted
patents
6
patents
pending
23
design
registrations
Strategic Business Units
p38
1.0-2.0x
target net debt leverage
Investment in R&D
Sustainable through-cycle
progressive dividend
Excess cash deployed through
Value-accretive M&A which will generate attractive and compounding
shareholder returns
Alternative shareholder returns through buy-back or special dividend
Deliver strong revenue growth
margin progression and ROIC
Targeting circa 2.5–3.0x EPS cover
1
2
3
4
*
Source: Roland Berger
Focus on
disciplined
capital allocation
in support of growth
in core markets
Contract win typically results in role on programme for entire lifecycle
14
Avon Technologies plc
Annual Report and Accounts 2025
FY25 has laid the groundwork.
The transformation is largely
complete. What lies ahead is the
opportunity to compound value
– through disciplined execution,
strategic clarity and a culture
that continues to challenge itself.
Bruce Thompson
Chair
FY25 has been a defining year for the Group.
We set out to transform not just our operations, but
our trajectory – and we’ve done so with conviction.
The progress made is a testament to the resilience
and ambition of our people. We’ve re-entered the
FTSE250, a milestone that reflects our growing
relevance in the industrial and defence sectors.
Our mission remains unchanged: to protect
those who serve. But we also recognise the
broader responsibility we carry – to support the
families and communities behind every uniform.
That sense of purpose drives us forward.
Strategic progress
The Group has undergone significant change, and we’ve emerged
stronger. Our transformation programme has delivered results,
not just in financial terms, but in how we operate and think. We’ve
streamlined our footprint, sharpened our focus and built a culture
that embraces improvement.
The STAR business system continues to underpin our progress.
It’s not just a framework – it’s a mindset. It enables us to unlock
resources, invest in innovation and respond with agility to evolving
threats and customer needs.
Governance and culture
We’ve strengthened our governance foundations. Our financial reporting
is quicker and more transparent, and our business objectives are now
better aligned with strategic priorities.
Culture remains central to our success. This year, we introduced new
behaviours aligned with our FIERCE values. These are not slogans –
they are lived experiences across our sites. From kaizen events to open
forums, we’ve seen teams step up, challenge norms and drive change.
Operational excellence
Continuous improvement is now embedded across our global
footprint. Our facilities have been reconfigured for flow, waste
has been reduced, and inventory managed with greater discipline.
These changes are not cosmetic – they reflect a deeper shift in
how we deliver quality and reliability.
We’ve also invested in our people. Training, leadership development
and open dialogue have created an environment where ideas are
welcomed and execution is owned at every level.
Looking ahead
The opportunities before us are substantial. Our pipeline is strong,
our customer engagement is deepening and our innovation agenda
is ambitious. We are well positioned to grow organically and, where
appropriate, through targeted acquisitions.
FY25 has laid the groundwork. The transformation is largely complete.
What lies ahead is the opportunity to compound value – through
disciplined execution, strategic clarity and a culture that continues
to challenge itself.
Closing
I want to thank our teams across the Group. Their commitment,
adaptability and belief in our mission have made this year possible.
We are building a business that is not only stronger, but more resilient,
more innovative and more aligned with the needs of those we serve.
Bruce Thompson
Chair
Chair’s statement
Operational
transformation
in Cadillac, US
At the Cadillac facility, a series of kaizen initiatives delivered
a step change in operational efficiency and space utilisation.
The first streamlined mask configuration fulfilment. Previously,
accessories were packed on the assembly line, causing frequent
disruptions and a build-up of inventory. By relocating final configuration
to the warehouse, the team freed the assembly line to focus solely on
producing standard masks, while a dedicated delivery value stream
team completes configurations using a purpose-built U-shaped cell
that allows for flow. This shift reduced lead times, lowered inventory
levels and improved responsiveness – especially for custom orders.
This directly enabled the second project: a full-scale reconfiguration of
the warehouse. With final configuration now occurring in the warehouse,
safety, space and efficiency became critical. A detailed review revealed
over 225 unused pallet spaces due to inefficient double-deep storage.
The team rotated racking by 90 degrees, eliminated double-deep pulls
and reorganised inventory based on pull frequency. Frequently accessed
items were moved closer to the shipping dock, dramatically improving
operator speed and safety. Inventory once scattered across the factory
floor now resides entirely in the warehouse, governed by a kanban
replenishment system.
Together, these initiatives have not only streamlined production
and packing, but also unlocked valuable space and enhanced
inventory control – positioning the Cadillac site for continued
operational excellence.
15
Avon Technologies plc
Annual Report and Accounts 2025
Strategic report
Governance
Financial statements
Case study
Strengthen through
continuous improvement
4,644
ft2 saved
15%
Capacity improvement
What we do
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Avon Technologies plc
Annual Report and Accounts 2025
Business model
Medium-term goals:
Growth:
≥5%
revenue CAGR
Adjusted
operating margin:
14–16%
ROIC:
>17%
(currently above our goal)
Cash conversion:
80–
100%
Leverage:
1–2x
net debt/EBITDA
(currently below 1x)
Where we compete:
Military and law enforcement PPE specialist
Offering focus:
Personal protective equipment (PPE) –
integrated respiratory systems and head
protection systems.
How we’re structured:
Independent Strategic Business Units
(SBUs) with targeted coordination:
SBUs operate independently in most
areas, but collaborate in selected domains
(e.g. innovation, shared customers, critical
materials) to leverage group scale and capabilities.
Lean central support functions:
Empowering the businesses, giving them
the resources they need to achieve strategy
other than where there is a compelling
reason to do something different.
How we compete:
We improve our SBUs through our Business
System, a repeatable model that drives
improvement and can be used for future
M&A. This creates clear strategies, translates
them into achievable actions, motivates
our people and continuously improves
our processes.
How we generate value…
…a scalable business model
Continuous improvement
frees up cash by:
• Reducing waste
• Increasing productivity
• Releasing working capital
by reducing inventory
• Shortening lead times
• Boosting operational
efficiency
Which can be
reinvested into:
• Technology
• Talent
• Sales & marketing
• Research & development
• M&A
Driving growth in:
Sales:
Improved customer
satisfaction through quality
and delivery
ROIC:
Increased capital
efficiency through
lower inventory
Margin:
Lower cost base by
improving productivity and
reducing scrap and rework
A winning business
Investment
Happy customers,
employees,
suppliers and
shareholders
Strengthen through
continuous improvement
Transform
Advance
Revolutionise
Strategic report
Governance
Financial statements
The STAR business system is built
on four interconnected pillars:
Our Business System is our operational framework; it ensures we deliver
our ambitions consistently and sustainably. It’s how we turn ambition
into action, strategy into results, and values into everyday behaviours.
Together, these elements form a system that’s more than a framework
of how we work: it’s a mindset – a repeatable model that improves
businesses and a recipe for success that empowers every one of
our people to contribute to our combined success.
Our Business Improvement System –
how we do it
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Avon Technologies plc
Annual Report and Accounts 2025
Strategic report
Governance
Financial statements
Strategy
Clear and
compelling
Actions
Effective
every day
Process
Continually
improving
People
Talented and
motivated
Our values:
#FIERCE
about
protecting
lives
Strategy
We craft clear, compelling
strategies that evolve with our
market and customer needs.
Our approach is agile and
participative, empowering
every SBU to own and deliver
their priorities. Strategy is
reviewed quarterly and
refreshed biannually to stay
relevant and impactful.
Actions
Strategy only matters if
executed well. We translate
plans into effective, everyday
actions using tools like
Objectives and Key Results
(OKRs) and performance cycles.
Everyone knows their role,
and every action is aligned
with our goals.
People
We believe in unlocking
potential. Through initiatives
like the STAR Academy, we
invest in developing our
people – giving them the
skills, confidence and freedom
to make a difference.
Process
Through our Strengthen
System, we empower
our people and optimise
our processes to deliver
continuous improvement,
operational excellence
and long-term growth.
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Annual Report and Accounts 2025
Our core markets are currently expanding faster than the long-term
growth expectation we had previously set out, now growing at 3–4.5%
CAGR. This has been driven by rising defence budgets, particularly in
Europe, and increased focus on CBRN (chemical, biological, radiological
and nuclear) protection amid elevated threat levels. The strategic impact
of CBRN attacks in Ukraine on force mobility was a key driver for this and
we are now also seeing armed forces shifting focus towards ‘war-fighting
readiness’. The market for law enforcement protective gear also continues
to grow in response to civil unrest and greater demands for police and first
responder protective equipment.
Group revenue at constant currency rose 13.8% to $313.9m (FY24: $275.0m),
with Avon Protection up 16%, driven by NATO (including Ukraine) and
Australian Defence Force sales, and Team Wendy up 12% due to increased
DoW helmet production, alongside increased commercial sales to law
enforcement and accessories sales.
Adjusted operating profit rose 30.8% at constant currency, lifting
Group operating margin to 12.8% (FY24: 11.5%). Avon Protection delivered
a strong margin of 19.9% (FY24: 18.3%), driven by sales mix, operational
gearing and improved productivity. Team Wendy’s margin increased to
4.6% (FY24: 3.9%). The accelerated production output in Team Wendy in
Q4 enabled the Group to exit the year with a run rate operating margin
approaching our target range of 14–16%. FY26 will focus on sustaining
this Q4 operational improvement in Team Wendy, enabling us to reduce
ramp-up costs through the first half, delivering margin benefit through
increased operating leverage and productivity gains.
Adjusted basic EPS grew by 35.1% at constant currency, reflecting the
uplift in operating profit. Net debt increased to $50.1m (FY24: $43.5m).
This is primarily due to increased receivables from Team Wendy’s DoW
shipments in Q4, which have now unwound. Our bank leverage ratio at
the end of the year remained comfortably below 1x, at 0.86x (FY24: 0.91x).
Cash conversion was strong at 90%, driven by the expected inventory
unwind in H2 in Team Wendy and improved working capital efficiency,
with average turns increasing to 5.19x (FY24: 4.52x).
Return on invested capital rose significantly to 18.6% (FY24: 13.7%),
exceeding our medium-term 17% target, reflecting higher operating
profit and reduced working capital.
This is a business with a lot of potential.
During the first phase of our transformation,
we right-sized the business and executed
bold transformation projects. We are now
coming to the end of these transformation
programmes and are seeing a pipeline
of exciting growth opportunities for the
Group. We will use our Strengthen System
to drive improvement, delight the customer
and generate cash to invest into more
growth initiatives.
Jos Sclater
Chief Executive Officer
Financial summary
Following a period of exceptional commercial momentum, FY25 closed
with another record order book, up 16% at constant currency to $263m
(FY24: $225m). Avon Protection’s order book grew by $45m to $117m,
with good diversification of demand across customers and product
lines. Even excluding $13m in Ukraine-related orders, the order book
continues to strengthen. Team Wendy’s order book declined by $7m
to $146m, reflecting the acceleration of DoW helmet deliveries, the
reduced 40% share (at a higher price) of the latest NG IHPS award,
and shorter lead times for police and first responder orders, resulting
in fewer outstanding deliveries.
Chief Executive’s strategic review
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Avon Technologies plc
Annual Report and Accounts 2025
Strategic report
Governance
Financial statements
Executing our STAR strategy
Since we launched the Strengthen System at mid-year, it has become
a powerful engine for operational improvement. We’re seeing clear
opportunities to further enhance safety, quality, delivery, inventory
turns and productivity across every site.
During the year we trained every employee on our Strengthen System,
developed 20 proprietary courses for the STAR Academy and took
30 of our senior people to Japan for an intense continuous improvement
training course. We also regularly share learning across the Group from
STAR kaizen events, which are cross-functional projects that take at least
a week. Last year we completed two STAR kaizen per month, which
illustrates the intensity of the change.
Operational KPIs improving:
We set targets of a 35% productivity
increase, a >60% scrap reduction and inventory turns of more than
five in the medium term. Versus H1 2023, when we launched these
targets, productivity has improved by 28%; scrap has reduced by 62%;
and year-end inventory turns have improved by 46% to 3.3x. Average
inventory turns, stripping out the effect of a strong Q4 in 2025, have
improved from 2.8x to 3.0x over the same period.
This year: Average productivity, using the average number of employees
during the year, increased by 8% year on year, demonstrating that we are
delivering sustained improvements in efficiency of direct employees while
materially growing the business. Year-on-year productivity improvement
was broadly flat due to recruitment towards the end of the year to support
growth in 2026. We expect to see further improvement in 2026.
We continue to reduce our scrap rates across the business, with a
24% reduction this year. Avon Protection has significantly reduced
historically high scrap rates in boots, gloves and visors. Team Wendy has
improved quality by training the operators to inspect quality on the line,
encouraging stronger autonomy and problem-solving, providing an
immediate feedback loop if there is a workmanship issue, and avoiding
making lots of products before a defect is found. Quality, operator
capability and throughput all improved.
Average inventory turns improved by 5% to 3.0x in the year. Year-end
inventory turns rose 8% to 3.3x, reflecting our focus on increasing output.
We expect further improvement in 2026, but the first half is likely to
be a mixed picture, with finished good value increasing until the US
Government shutdown ends. This will be partly offset by a reduction
in raw materials as we run down excess stock from the Irvine closure.
Team Wendy DoW production increase:
At our FY25 Interim Results
we highlighted the operational risk in Team Wendy associated with the
ramp-up of our DoW helmet programmes. In Q4, production tripled to
meet this ramp-up requirement. Our primary goal in H1 2026 is to sustain
this improved level of output ahead of driving further growth, but we
exit FY25 with confidence that we will see higher revenue and improved
operational gearing in 2026. We will seek to further improve quality and
productivity on the NG IHPS helmet line and increase production on the
ACH Gen II line by a further 50%.
Strengthen through
continuous improvement
Operational summary
Our STAR strategy was launched in 2023 and set out the
strategic priorities required to achieve our medium-term
goals of at least 5% revenue CAGR, adjusted operating
profit margins of 14–16%, ROIC of more than 17%, cash
conversion of 80–100% and 1–2x net debt to EBITDA.
Our STAR strategy comprises four focus areas:
Strengthen through continuous improvement
to drive sustained competitive advantage
Every day, at every level of our organisation, people are making
small changes that improve our people’s safety, our product quality,
our delivery to customers and inventory reduction. All while also
improving productivity. We call this our Strengthen System.
Transform by creating solid foundations
for growth
Continuous improvement generates cash by reducing inventory
and increasing productivity. We reinvest that cash in growth,
building operations and supporting functions that enable the
business to grow faster.
Advance the business through organic growth
From growing and defending our core and nurturing emerging
opportunities to develop new revenue streams, we can grow our
core business organically – we call this our Advance programme.
Revolutionise: use research, partnerships and
acquisitions to augment our organic growth
And by leading the market with new products, new materials,
disruptive innovation and M&A, we can build a business for
the long term.
We remain fully committed to our STAR strategy –
and it’s delivering. With strong momentum behind
us, we have a packed pipeline of further initiatives
for 2026.
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Annual Report and Accounts 2025
Chief Executive’s strategic review
continued
In Cleveland, the US DoW helmet lines faced a major
challenge: tripling output in two months against a
background of frequent downtime, missed takt time
and inconsistent quality. To overcome this, the team
deployed the Strengthen System, our structured approach
to continuous improvement focused on operational
excellence and organic growth.
Understanding the current state
The Strengthen System starts with deeply understanding the current
state of the manufacturing lines. Various tools from the Strengthen
System were used to visualise the bottlenecks and priorities on each
line, measuring the cycle time of each process using line balancing
charts. This understanding was used to focus cross-functional teams
on kaizen projects concentrated on improving quality, reducing re-work
and removing bottlenecks. As the team took steps forward, they gained
clarity on what the next steps were. This mindset helped the team
adapt, prioritise, and stay aligned on achieving flow and takt time.
Applying the
Strengthen System
to unlock flow and
meet takt time
Case study
Strengthen through
continuous improvement
Prioritising high-impact actions
The Strengthen System emphasises taking the highest-impact steps
first. In Cleveland, this meant starting downstream to boost output
and quality and then moving upstream – an approach that delivered
immediate results.
Mobilising cross-functional teams
Progress came from two to three STAR kaizen projects weekly,
with cross-functional teams aligned through daily stand-ups.
These kaizens targeted fast, high-impact wins.
Supporting them were Newspaper items – daily-tracked tasks that
ensured longer-term follow-through. While STAR kaizens broke
the back of each project, Newspaper items often delivered half the
total impact.
Results and learnings
In two months, the Cleveland team made significant strides towards
tripling production and achieving customer demand. Flow improved,
takt time performance improved and quality stabilised. The Strengthen
System’s iterative approach proved its value – acting fast and learning
as you go unlocks rapid, lasting gains.
Key takeaways:
• The Strengthen System is powerful when we show our people how
to use it to drive improvement. Leadership from the front is critical.
Nobody ever improved a factory from the office.
• Teams can go faster than they think they can. Fourteen projects were
completed over eight weeks.
• Employee buy-in is vital. We invested time on training people on the
Strengthen System and setting clear expectations.
• A line that flows can only run as fast as its slowest operation. To speed
up a line you must deeply understand each process and tackle the
biggest bottlenecks one at a time.
• Flowing a line reveals issues. It is important to build a team with strong
problem-solving capability.
Cleveland’s DoW helmet lines have made significant progress towards
meeting takt time and SQDIP (Safety, Quality, Delivery, Inventory
and Productivity) targets. There is still a lot more to do to ensure we
sustain our operational KPIs, but it is clear that the Strengthen System
is providing a framework for ongoing improvement.
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Avon Technologies plc
Annual Report and Accounts 2025
Strategic report
Governance
Financial statements
Most of the previously announced transformation initiatives are now complete. Total investment in FY25 came in a little higher than planned at $15.4m
(FY24: $13.0m) and $1.2m of capital expenditure (FY24: $1.7m) as we deployed additional resources to meet the required production rates in H2 2025.
Workstream
2027 goals
Progress in FY25
Footprint
optimisation
• 50% improvement in
revenue/sq ft
• 10ppts improvement in
Team Wendy gross margin
Since FY24 we have increased revenue per square foot of utilised space by 43% across the Group.
We have reduced the number of Team Wendy locations from three to two. This makes it simpler to run
the business, gets us out of our high-cost California site and creates the platform for future growth.
We also exited the off-site warehouse in Avon Protection and have freed up around 9,000 square feet
of total factory space across the US and UK to support future expansion ambitions.
Operational
excellence
(plant
transformations)
• 35% productivity
improvement
• >60% scrap improvement
• Inventory turns >5
We have transformed every site from batch to flow manufacturing and continue to deliver improved
operating metrics while increasing output and introducing production lines for new products.
This was a major undertaking. It is not an exaggeration to say we have moved almost every piece
of equipment across the entire Group.
Functional
excellence
• Roll-out of SBU functions
We’ve restructured our HR team, including changing our recruitment strategy in Cleveland, which is
improving recruitment and retention rates.
We’re on track to remove our SAP system from the Group at the end of this calendar year, with a $2m
investment in FY26, expected to save over $1m a year.
We’ve also added a project to optimise our IT function with a view to creating a function that is more
cost-effective and can better support our lean transformation.
Commercial
optimisation
• Complete screening
of product portfolio,
identifying potential
improvements
Our new VP of Sales has developed a strategy to improve our sales capability and we have a record
amount of bid activity.
In 2026, we will invest in expanding our sales capabilities to accelerate our North American and
international growth across both business units.
In Team Wendy, we aim to increase our direct sales through the newly launched e-commerce site,
elevate the brand with a new website, and hold more marketing events where we arrange for our
law enforcement customers to shoot our helmets so they can see how effective they are.
Transformation-related costs will reduce to around $6m in FY26. The new IT optimisation programme referenced above will deliver a compelling payback,
with the investment being returned in lower operating costs within the first two years.
While the transformation programme will finish at the end of 2026, the Strengthen System will continue:
kaizen is forever.
Transform by creating solid foundations for growth
To support a threefold increase in DoW helmet production, Team
Wendy hired over 250 employees in two years. Initially reliant on
temporary agency staff, high turnover prompted a strategic shift:
Direct hiring model:
We moved away from agencies, hired 60+
employees directly, launched a referral programme and removed
language requirements – unlocking access to a broader talent pool
and improving retention. Permanent staff rose from 50% in April to
70% by October 2025, targeting 80%.
Structured onboarding:
A consistent induction programme and
dedicated trainer accelerated integration and improved retention.
Meaningful incentives:
We introduced attendance and performance
bonuses, raised base pay and created career paths for grade 1 roles.
Operational support:
We translated work instructions, added supervisory
layers and relocated engineers to the floor to boost engagement.
Data-driven action:
Retention insights guided targeted actions to
reduce churn.
Operator turnover is still above our 15% target but is improving each
month as we reduce our reliance on temporary workers. We still
have more to do, but we have already seen improvements towards
a stronger, more stable workforce.
Building a resilient
workforce in Cleveland
Case study
Transform
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Avon Technologies plc
Annual Report and Accounts 2025
Our Advance pillar is about delivering innovative products in the short and medium term, driving increased sales, orders and pipeline. In FY25 we
launched nine new products across the Group, further driving growth.
Advance the business through organic growth
Chief Executive’s strategic review
continued
Order book
Avon Protection’s order book is well diversified across customers and
product lines, with orders under a critical UK defence programme,
rebreathers, spares and accessories. Strong demand under our NATO
framework contract has led to a total of $100m of orders for respirators,
boots and gloves across 16 countries since the contract started,
supporting future recurring revenue. Even excluding $13m in
Ukraine-related orders, the order book continues to strengthen.
Beyond the order book, our largest pipeline of opportunities is bigger
than ever:
• The next DoW filter order is still to be issued, but we are hopeful we
will receive it in 2026. There is also the potential for a large filter order
from the Middle East.
• Our MITR lightweight half mask and powered goggle were launched
this year. We have live opportunities for MITR sales with the special
forces from four of the Five-Eyes nations. This is an important proving
ground, as regular forces tend to follow the lead of the special forces
in disruptive technology adoption.
In rebreathers, we won orders with Canada and two European navies in the
year and have quoted for two further new naval customers. In addition, we
are actively engaged with the US DoW, US SOCOM and the US Marines on
rebreather opportunities and expect to receive invitations to tender this year.
• In ensemble (integrated suits, boots and gloves) we have
opportunities for our lightweight chemically resistant suit with
customers in the Middle East and NATO including the US.
Integrated CBRN protection –
We won an order with the Turkish
MOD this year for a full CBRN ensemble system including suit, boots,
gloves, C50 mask and MP-PAPR. This is important as it shows that
our strategy to sell full ensemble packages meets the needs of our
customers. We successfully delivered phase 1 prototypes for all three
Hood Mask Interface (HMI) programmes to the DoW and were selected
for Phase 2 of the programme. If this translates into revenue it will be a
long way away, but it is teaching us important things about the hood
mask interface which we are using to improve the capability of our
ensemble offering right now. We are also seeing significant demand for
our boots and gloves. Despite excellent work by the team to increase
productivity, we now have a two-year backlog on these products.
EXOSKIN –
Interest in our EXOSKIN suit increased during the second
half. Two different versions of our EXOSKIN suits have chosen by the US
DoW for trials. There is potential for a larger programme, which is not in
our current forecasts, but competition will no doubt be fierce. We are
cautiously optimistic that our lightweight, low-burden suit is what the
users want.
CS-PAPR SD –
An additional new product which will launch in Q2 FY26
is the new CS-PAPR. This is a next-generation CBRN modular respirator
that allows users to seamlessly switch between Self-Contained
Breathing Apparatus and Powered Air-Purifying Respirator modes
for short-duration missions, giving them the ability to escape sudden
high-threat situations. This has been trialled at several end-user events
including CBOA and RDAX.
MITR (Modular Integrated Tactical Respirator)
MITR is a modular system ideal for operators or soldiers in lower-
threat environments where traditional high-end equipment can be
cumbersome and hinder mission effectiveness. MITR is also ideal for
law enforcement/SWAT operating in similar environments or facing
threats like the ‘fentanyl crisis’. We are working with the DoW on the
Enhanced Bio-Defense Respirator (ENBD), which is based on our MITR
system, with first prototypes delivered in October and trials with the
US Marines in November.
We have also been awarded a DoW development programme as
part of its push to combat irregular warfare. The aim is to develop
a Scalable Tactical Assault Respirator (STAR), which builds on the MITR
and adds functionality and equipment. STAR has a very wide range of
interested user groups, including US special forces, US Air Force, LAPD
and the FBI. These programmes will enhance the capability of MITR
and ensure it meets the needs of our key customers. They were won
against considerable competition, which increases our confidence
that we are the leader in the new market for low-burden non-CBRN
respiratory protection.
We have also achieved CE approval for MITR and its particulate
filter and recently received approval from the US regulator NIOSH.
This is a key step towards entry into the US federal market.
MITR-PG1 powered goggle case study
p40
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Avon Technologies plc
Annual Report and Accounts 2025
Strategic report
Governance
Financial statements
Advance the business through organic growth
Order book
Team Wendy’s order book largely consists of Next Generation IHPS
and ACH Gen II for the US DoW, and the EXFIL ballistic helmet for the
Australian Defence Force. At $146m it is down around $7m. This is due
to our increased delivery rate of DoW helmets, a 40% win rate of the
last NG IHPS award, at a higher price, and reduced lead times on orders
from the police and first responders.
We saw good growth in the US police and first responder market,
which was up 15% in FY25, and another year of very strong demand
for combat helmet pads and liner systems from the US Army and
Marine Corps.
Our support to NAVAIR for EXFIL bump helmets has also been a key
driver of growth, with over 25,000 helmets supplied to the US Navy
this year. These helmets offer enhanced impact and work with hearing
protection, addressing long-standing gaps in legacy systems.
The pipeline in Team Wendy is extremely promising. We are working
towards contracts with two international militaries and we see lots of
helmet opportunities in the US commercial market across the police,
the DEA, FBI and ICE.
EPIC –
The EPIC range has driven growth by bringing our leading
DoW technology into commercial products. New variants have helped
Team Wendy expand beyond specialist users, securing a strong
presence with major police departments.
Excitingly, we are seeing growth in the pipeline of opportunities in
Europe. A European military is enthusiastic about choosing our EPIC
helmet; this has potential to be a multi-year programme.
We are also seeing good growth from e-commerce, which was up
5% this year; we expect this to continue to build, supported by the
new Team Wendy e-commerce site and website.
RIFLETECH
We launched RIFLETECH in H1 and have seen strong early demand,
both internationally and in the US commercial markets. RIFLETECH
delivers elite ballistic protection and all-day comfort in a lightweight,
mission-ready design.
We’ve now shipped RIFLETECH for international military deployment,
made our first e-commerce sales, and sold units to US police forces.
All of this demonstrates that there is a market for a very high-end
rifle protection helmet within the military, federal and local forces.
The addition of RIFLETECH has solidified Team Wendy’s position as
a full-spectrum supplier of innovative head protection.
RIFLETECH case study
p44
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Avon Technologies plc
Annual Report and Accounts 2025
We’re expanding Revolutionise to include bolt-on acquisitions where we
believe they can drive our growth and meet our returns thresholds. Our
long-term vision is to compound shareholder value by complementing
organic growth with targeted, value-accretive acquisitions. We have
the team, the capability and the scalable business model to deliver
shareholder value from acquired assets in a disciplined manner.
That said, our immediate focus remains on organic growth and
operational improvement, and we have had strong success this year
securing customer-funded development programmes in addition
to growing our internally funded investment in innovation:
Chief Executive’s strategic review
continued
Revolutionise: use research, partnerships and acquisitions to augment our organic growth
Voice projection unit (CVPU)
We have been working for some time on a new voice projection unit
for our 50 series of masks, with deliveries planned to start in 2026.
The new VPU will be a single-solution, digital CVPU for all our masks,
offering users improved functionality and less complexity.
Next-generation SCBA (Self-Contained Breathing Apparatus)
We are also launching the next generation of supplied air products
this year, tailored for long-duration missions and high-threat
environments. We expect these targeted product upgrades to
increase end-user adoption.
Shallow water rebreather
Looking further out, we are working on a new shallow water
rebreather and expect to bid for joint funding from the UK MoD
this year.
Filters
We are also looking to exploit our new multi-layer bed filter
technology, which provides a far broader spectrum of protection
than existing carbon filters.
New products
In FY26 we will launch our most ambitious development programme
yet, with two new ballistic helmets built around our latest DoW
technology and our ‘no-through-hole’ attachment system. These will
upgrade our legacy range with higher protection at lower weight.
We will also expand in the global non-ballistic market with a new
generation of bump helmets – offering leading protection and
multi-certification in a single platform for all operations.
Together, these launches will increase our reach into new markets
and further differentiate Team Wendy from the competition.
Development
Demand for integrated head protection continues to grow. In
2025, we secured a new DoW-funded development programme
to develop a helmet that can withstand an even higher ballistic
threat, with integrated eye and hearing protection and night vision
compatibility. This is important because it positions us well for the
next major helmet Program of Record.
We have also won multi-year research funding to develop technologies
that detect and mitigate traumatic brain injury, regardless of threat type.
Summary
FY25 marked a year of strong momentum, rapid revenue growth,
improved profitability and a record order book that gives us high
confidence heading into FY26.
Market conditions remain favourable, with rising defence spending,
particularly in Europe, and growing demand for protective solutions.
We invested $14m in research and development, mostly expensed,
fuelling a portfolio of breakthrough products that are generating real
excitement among our customers. We also secured a record number
of development partnerships, reinforcing our competitive moat.
At the same time, we have overhauled every factory using the Strengthen
System, relocating equipment to optimise flow, improve quality and drive
efficiency. These changes are already delivering measurable results.
The original transformation projects are largely complete, with just
two smaller, though lucrative, initiatives to finish in FY26.
And finally, we have proven that our business improvement system
works, and is scalable. This positions us to begin to pursue bolt-on
acquisitions that will further strengthen our technology leadership
and accelerate growth.
Outlook
We are ahead of the targets we set for 2027. Revenue growth
has outpaced original guidance, operating margins are approaching
our target range, ROIC is already above our 2027 goal, cash conversion
remains consistently strong, and leverage remains below our
target range.
Our continuous improvement-led Strengthen System is driving
structural improvement across the business, creating a higher-
performing platform capable of supporting greater scale. In Team
Wendy, we have made good progress stabilising operations,
but there is still more to do. As we ramp up production, further
optimisation of the DoW lines remains a priority, to mitigate operational
risk and ensure consistency at scale.
We are firmly on track to meet or exceed our key targets in FY26
and confident in sustaining improved returns over the long term,
with further initiatives underway to support continued margin
expansion into FY27. With a positive long-term structural outlook
for our markets, focus is now turning to accelerating the growth
opportunity while continuously improving our business to drive
our competitive advantage.
2026 financial guidance
We expect continued above-market growth in FY26, fuelled by
investments in product development and sales and marketing.
The Irvine site closure, part of the footprint optimisation project,
will begin delivering significant margin improvements for Team Wendy
from FY26 onwards. Our ongoing focus on CI and manufacturing
optimisation will further support Group-wide adjusted operating
margin gains, albeit with increases in US healthcare costs providing
a headwind.
As such, we expect the Group to deliver:
• High-single-digit revenue growth
• Adjusted operating profit margin within our target 14–16% range
• More than 60% decrease in transformation expenses at c.$6m
• Cash conversion of over 80% before transformational costs
Jos Sclater
Chief Executive Officer
11 November 2025
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Strategic report
Governance
Financial statements
Risks and opportunities
Risks
Product ramp-up and optimisation of lines in Cleveland
We need to further increase production rates on ACH Gen II helmets.
This involves further optimisation of our lines. We know how to do this
but there is still a lot to do. Recruiting good people at the speed we
need remains a challenge, but is improving with the changes to our
recruitment model. We also need to keep improving supply chain,
machine and IT reliability to support this operational stability.
Increased competition
There is risk of increased competition on the NG IHPS programme
with a new supplier possibly entering the market. This will become
clearer as the sustainment planning for the NG IHPS programme beyond
2028 progresses.
US Government shutdown
The US Government shutdown prevents the delivery of helmets to
the DoW but does not slow production. We expect to see a temporary
impact on working capital but no long-term impact.
Opportunities
New programmes and international growth
We are bidding for several major US and international programmes
which are not in our current forecasts, as timing and probability are hard
to predict. There may be upside to our financial performance if any of
these are secured, but it remains too early to form a view on likelihood
at this stage.
Margin expansion and additional cash from continuous improvement
Additional unplanned margin and cash improvements driven by
increasing productivity and inventory turns.
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Annual Report and Accounts 2025
Market review and trends
Avon Technologies plc operates in a defence and security market
undergoing rapid transformation. The addressable market is
expanding, driven by increased defence spending, military personnel
growth and evolving threat dynamics – including rising CBRN risks,
domestic security challenges and a heightened focus on soldier
protection and equipment modernisation (see market growth
CAGRs and key drivers on page 12).
Geopolitical tensions, notably the war in Ukraine, have accelerated
Europe’s push to reinforce its defence posture and industrial base.
Following the 2025 NATO summit, member nations committed to raising
defence budgets to 5% of GDP by 2035 – nearly double the pre-summit
trajectory – signalling a significant shift in strategic priorities.
Personnel trends also support market growth: active military
troop numbers are projected to rise through 2030, led by Germany,
Poland and France. In the US, law enforcement expansion – including
a 13,000-officer hiring surge for ICE (Immigration and Customs
Enforcement) and CBP (Customs and Border Protection) – presents
new opportunities in our commercial markets. Meanwhile, escalating
global and domestic threat perceptions, including a sharp rise in gun
violence, continue to drive demand for advanced protective solutions.
Below are the key themes coming from our customers,
in each business unit, and how we are responding.
Survive and fight
Operators need to survive, operate and fight in a contaminated
environment. They require equipment that is increasingly
lightweight, less burdensome and enables them to maintain
their ‘lethality’.
Avon Protection is actively evolving its product
portfolio and operational strategy to meet the demands of more
lethal and complex threat environments.
Integrated protection systems:
Avon Protection is prioritising
the development of integrated systems that combine respiratory,
ocular, body and head protection. This includes:
• the Modular Integrated Tactical Respirator (MITR) system,
designed for low to mid-level threat environments with
a modular, concealable design; and
• full-body CBRN protective suits integrated with Avon Protection’s
respirator, boots and gloves, enhancing protection against
chemical and biological agents.
Product innovation for combat readiness:
Avon Protection’s
FM50, FM54 and C50 respirators are tailored for high-threat
scenarios, offering:
• low breathing resistance;
• twin-filter design that reduces filter protrusion and improves
compatibility with weapon sights; and
• wide panoramic visors for enhanced field vision.
Non-traditional users
Growing awareness of diverse respiratory threats is driving adoption
of protection systems beyond frontline forces. Risks extend beyond
CBRN and include confined-space firing fumes, helicopter rotor
dust and vehicle exhaust fumes, affecting a wider range of users.
Avon Protection is leveraging its expertise to serve a broader range
of non-traditional users by:
• extending its portfolio to include masks, filters and accessories
suitable for a broader range of user groups;
• launching products like the MITR half mask and powered goggle,
designed for low- to mid-level threats like tear gas and fentanyl; and
• ensuring independent certification of equipment (NIOSH and CE)
giving users confidence in what we do.
Asymmetric threat
Recent conflicts reveal new methods of deploying hostile agents,
creating urgent demand for robust respiratory protection and rapid,
wearable detection. These asymmetric threats force military and law
enforcement to operate in extreme conditions alongside threats
including gas exposure and oxygen deprivation. Avon Protection is
expanding its portfolio to meet these detection-driven needs:
System integration focus:
The MCM100 heated suit and MITR
system are designed for modular integration with person-mounted
detection capabilities.
Lightweight, low-burden gear:
Growing demand for equipment
that reduces operator burden while enhancing lethality and
protection. The new CS-PAPR SD delivers this flexibility, ensuring
mission success in unpredictable environments.
Increasing interoperability
As threats diversify and geopolitical uncertainty grows,
interoperability between the equipment of allied nations is critical
to mission success.
Avon Protection is actively developing and
deploying integrated systems that ensure compatibility across its
product lines and with allied defence partners:
Systems approach:
Interfaces are the critical point in any system and
an operator’s protection level is only as good as the weakest point.
Avon designs PPE equipment to work seamlessly across allied forces,
including ensuring Team Wendy helmets are fully interoperable with
NATO-standard CBRN masks such as the FM50 and FM53.
ASPIRE HMI Programme:
Avon Protection won strategic contracts
under the US DoW’s ASPIRE HMI initiative to optimise M50/M53A1
mask-hood interfaces, enhancing operational flexibility and ensuring
compatibility across mission-critical gear.
In action:
Recent contract wins reflect Avon Protection’s success in
meeting interoperability expectations:
• Dismounted Reconnaissance Sets, Kits and Outfits ST54 orders:
DoW’s adoption of ST54 fleet, with export potential to NATO
nations, underscores strategic importance of interoperable systems.
• Australian Defence Force (ADF): Avon Protection’s FM54 respirators
are being deployed across the ADF, demonstrating interoperability
across allied forces.
Source: Roland Berger
Strategic report
Governance
Financial statements
27
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Annual Report and Accounts 2025
Strategic report
Governance
Financial statements
For over a decade, Team Wendy’s SAR helmet has been trusted by
top-tier rescue professionals across the United States, including all
FEMA Urban Search & Rescue Task Forces. Designed with direct input
from rescue specialists, the helmet was built to be lighter, more
comfortable and more versatile than traditional firefighting helmets.
It quickly became a multi-purpose solution for diverse mission profiles,
featuring military-grade attachment points for essential accessories.
Today, Team Wendy is back in the field, gathering feedback from
long-time users to inform the next generation of SAR helmets.
“It’s great to see the earliest SAR helmets still in use,” says Category
Manager Bryan Javorek. “We’re hearing that our helmets are still
considered best in class, but rescue operations and gear continue to
evolve. The time is right for a new and improved rescue helmet from
Team Wendy. Our goal is to raise the bar even higher for comfort,
function and design.”
With new product launches planned over the coming year, Team
Wendy aims to push the boundaries of comfort, functionality and
design – while expanding international partnerships and accessory
options to meet the demands of modern rescue missions.
Team Wendy’s
SAR helmet evolution
Case study
Revolutionise
Increasing concerns over blast-induced
traumatic brain injury
Concerns over blast-induced TBI, including the effects of repeated
low-level exposure that were recently raised by the US Congress,
present opportunities to drive new mitigation technologies and test
methods and performance specifications through customer funding.
Team Wendy is deeply involved in collaborative research to define
injury thresholds and improve helmet design:
Brown University Partnership:
Co-investigator on a multiscale
TBI model aiming to:
• define cellular-level injury thresholds;
• develop impact sensing systems for helmet liners; and
• create engineering frameworks to assess energy transfer and
mitigation potential.
PANTHER programme:
Focused on rotational impact analysis using
advanced sensor technology and computational modelling to
replicate real-world blast scenarios.
Emerging rifle threat
Conflicts involving sophisticated weaponry resulting in end-users
requiring rifle protection and prioritising lightweight equipment
with integrated power/communication and modular capabilities.
Launch of the RIFLETECH helmet:
The centrepiece of Team Wendy’s
response is the launch of the RIFLETECH helmet, which sets a new
benchmark in rifle-rated head protection:
• Ballistic performance: Meets NIJ Level III standards and is tested to
stop high-velocity threats.
• Ceradyne seamless shell: No-through-hole design preserves full
ballistic integrity even with accessories attached.
• Lightweight comfort: At just 3.00 lbs, it’s the lightest rifle-rated
helmet on the market, with enhanced airflow, fit and thermal
management.
• User feedback: Early field reports highlight reduced neck strain
and improved wearability under prolonged use.
Team Wendy is also investing heavily in next-generation helmet
technologies to stay ahead of emerging threats:
TBI mitigation:
Collaborating with university research teams
on the PANTHER project to advance protection against traumatic
brain injuries.
Sensor integration:
Advancing pad systems and embedded sensors
to monitor wearer health and impact exposure.
Key peormance indicators
How we measure our peormance
28
Avon Technologies plc
Annual Report and Accounts 2025
• Each SBU reports a monthly balanced scorecard to the Executive team
for review.
• Our first capital allocation priority is reinvestment into innovation
through technology, people and capabilities to ensure we meet
our purpose of innovating for a safer tomorrow.
• Each of the KPIs highlighted below directly impacts and is a key
measure of the success of our STAR strategy. This year we have
changed our operational KPIs to reflect our SQDIP (Safety, Quality,
Delivery, Inventory and Productivity) KPIs that are used daily on
our production sites.
Financial
What is it?
Growth in revenue at constant exchange rates.
How are we doing?
Driven by strong NATO sales and ramped-up DoW helmet production.
Associated risks
• Cleveland ramp-up
• Supply chain
• Bids and contracts
What is it?
Research and development expenditure as a percentage of revenue.
How are we doing?
Total investment in research and development (capitalised and expensed)
has increased in 2025 in absolute terms and as a percentage of revenue.
Associated risks
• Strategy execution
• Government customers
What is it?
Orders received but not yet fulfilled.
How are we doing?
FY25 closed with another record order book, driven predominantly
by NATO demand for respirators.
Associated risks
• Political and economic uncertainty
• Government customers
• Bids and contracts
What is it?
Operating profit excluding adjusting items as a percentage of revenue.
How are we doing?
Strong margin performance in Avon Protection of 19.9%. Team Wendy
increased to 4.6%. Group FY25 exit margin approaching our 14–16%
target range.
Associated risks
• Cleveland ramp-up
• Manufacturing quality
Closing order book
FY25
$262.8m
$225.2m
$135.8m
+16.7%
FY24
FY23
$262.8m
Adjusted operating profit margin
FY25
12.8%
11.5%
8.7%
+130bps
FY24
FY23
12.8%
Product development % of revenue
FY25
4.3%
4.1%
4.2%
+20bps
FY24
FY23
4.3
%
Organic constant currency revenue growth
FY25
13.8%
12.2%
(7.5)%
+160bps
FY24
FY23
13.8%
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Strategic report
Governance
Financial statements
What is it?
Adjusted profit divided by the weighted average number of shares
in issue.
How are we doing?
Adjusted earnings per share rose, reflecting increased operating
profits and reduced finance costs.
Associated risks
• Controls and financial reporting
• Strategy execution
What is it?
Cash flows from operations before adjusting items as a percentage
of adjusted EBITDA.
How are we doing?
Cash conversion was within our target range of 80–100%, but was
adversely impacted by a high receivables balance due to phasing
of Team Wendy sales in Q4.
Associated risks
• Cleveland ramp-up
• Supply chain
• Bids and contracts
What is it?
Adjusted operating profit over average invested capital.
How are we doing?
Due to higher operating profit and reduced working capital, return
on invested capital rose significantly. We exceeded our medium-term
17% target.
Associated risks
• Manufacturing quality
• Controls and financial reporting
• NPI
Financial
Cash conversion
FY25
90.3%
157.8%
7.0%
FY24
FY23
90.3
%
Return on invested capital
FY25
18.6%
13.7%
8.7%
+490bps
FY24
FY23
18.6
%
Adjusted earnings per share
FY25
91.2c
69.9c
40.3c
+30.5%
FY24
FY23
91.2
c
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Annual Report and Accounts 2025
Operational
What is it?
Health and safety lost time incident rate per 1,000 employees.
How are we doing?
Recent ramp-up in production across both business units and large
increases in new starters have resulted in higher safety incidents.
A new Group standard safety induction and onboarding is due to
be implemented across the Group in FY26.
Associated risks
• Cleveland ramp-up
• NPI
What is it?
Measured as the percentage of orders which are delivered on time
to our customers’ expectations.
How are we doing?
There was a small decline due to ramp-up in production in Cleveland, but
we are working closely with our customers and still delivering a high rate
of on-time delivery.
Associated risks
• Cleveland ramp-up
• Manufacturing quality
• Cybersecurity
What is it?
Overall employee engagement score achieved in our global employee
engagement survey.
How are we doing?
Significant movement towards our internal ambition of 80%.
Key improvements in team cohesion and employees feeling their
work makes a difference. Focus areas for improvement include learning
and development and functional support for operations teams.
Associated risks
• Cleveland ramp-up
• NPI
• Cybersecurity
What is it?
Measured as rolling 12-month scrap value over rolling
12-month revenue.
How are we doing?
Scrap rates have reduced at all sites as we’ve implemented ‘in line
quality checking’, allowing operators to ‘stop the line’ if they find
defects and rework in process. We have also recruited a senior
quality leader to support ramp-up in Cleveland.
Associated risks
• Manufacturing quality
• Cleveland ramp-up
• Government customers
Key peormance indicators
continued
Employee engagement
FY25
76%
60%
67%
+16%
FY24
FY23
76
%
Quality – scrap rates
FY25
1.2%
1.6%
3.5%
-40bps
FY24
FY23
1.2
%
On-time delivery
FY25
90.3%
93%
95%
-270bps
FY24
FY23
90.3
%
Safety
FY25
10
6
14
+63%
FY24
FY23
10
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Strategic report
Governance
Financial statements
What is it?
Measured as rolling 12-month revenue over year end direct headcount.
How are we doing?
Year-on-year productivity improvement was broadly flat due to
recruitment towards the end of the year to support expected growth
in 2026.
Associated risks
• Manufacturing quality
• Cleveland ramp-up
What is it?
Calculated as the ratio of the 12-month average month-end working
capital (defined as the total of inventory, receivables and payables
excluding lease liabilities) to revenue.
How are we doing?
Average working capital turns improved, reflecting increased output.
Associated risks
• Cleveland ramp-up
• Supply chain
• NPI
• Controls and financial reporting
What is it?
Scope 1 and 2 GHG emissions (tonnes CO
2
e) per $m of revenue.
How are we doing?
We’ve continued to drive efficiency gains, leading to a further reduction
in carbon emissions per unit of revenue. Despite increased operational
activity, absolute emissions have modestly declined compared to last
year, underscoring the effectiveness of our footprint optimisation strategy
and continuous process improvements driven by kaizen initiatives.
Associated risks
• Manufacturing quality
• Cleveland ramp-up
• NPI
Operational
Average working capital turns
FY25
5.2
4.5
3.7
+14.8%
FY24
FY23
5.2
Reducing carbon emissions
FY25
17.7
21.6
28.7
–18%
FY24
FY23
17.7
Productivity
FY25
$505k
$510k
$420k
–1%
FY24
FY23
$505k
How our KPIs link to remuneration – FY26:
Reward
Avon Technologies plc Directors’ Remuneration Policy is designed
to encourage delivery of the Group’s STAR strategy and creation
of value in line with our purpose, vision and values. The main
elements of the Remuneration Policy are:
Fixed pay
Base salary levels are reviewed annually by the Remuneration
Committee, taking into account Company performance, individual
performance, levels of increase for the broader population and
market pay conditions.
Annual bonus
Annual bonus performance measures include: absolute Group
profit (50%), average inventory turns (30%) and strategic objectives
(20%). These strategic objectives include a range of specific,
measurable targets aligned with our strategy and focused on
delivering our strategic priorities set for the year.
Long-Term Incentive Plan (LTIP)
The LTIP measures include EPS, ROIC and TSR conditions.
Performance is measured over three years. Vested LTIP awards are
subject to clawback.
Shareholding targets
Executive Directors are required to build and maintain
a shareholding in the Company with a value of two times salary.
This encourages further alignment with shareholders.
32
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Annual Report and Accounts 2025
Financial review
FY25 was a standout year. We delivered
a 14% upliſt in revenue and drove adjusted
EPS over 30% higher. Despite the cost
pressures from an intense production
ramp-up in Team Wendy, the Group
outpeormed on both revenue and profit.
Importantly, Team Wendy exited Q4 with
a strong margin run rate, setting the stage
for the Group to hit the target operating
profit range in FY26. Our focus remains
on disciplined execution and unlocking
further operational leverage to sustain
this momentum.
Rich Cashin
Chief Financial Officer
The Group has delivered another strong financial performance with excellent year-on-year profitability growth, alongside a record closing order
book of $262.8m, an increase of 16.7%. Revenue increased by 13.8% on a constant currency basis to $313.9m (2024: $275.0m), reflecting ramp-up of
ACH Gen II volumes in Team Wendy and growth in demand across Europe for our respiratory portfolio in Avon Protection. Adjusted operating profit
increased by 30.8% on a constant currency basis to $40.3m (2024: $31.6m) and adjusted operating profit margin improved to 12.8% (2024: 11.5%).
30 September
2025
30 September
2024
Change
Change
(constant
currency)
3
Orders received
$351.5m
$364.4m
(3.5%)
(3.6%)
Closing order book
$262.8m
$225.2m
16.7%
16.2%
Revenue
$313.9m
$275.0m
14.1%
13.8%
Adjusted
1
operating profit
$40.3m
$31.6m
27.5%
30.8%
Adjusted
1
operating profit margin
12.8%
11.5%
130bps
160bps
Adjusted
1
net finance costs
$(5.4)m
$(6.3)m
(14.3%)
(15.6%)
Adjusted
1
profit before tax
$34.9m
$25.3m
37.9%
43.0%
Adjusted
1
taxation
$(8.0)m
$(4.4)m
Adjusted
1
profit after tax
$26.9m
$20.9m
Adjusted
1
basic earnings per share
91.2c
69.9c
30.5%
35.1%
Total dividend per share
24.6c
23.3c
5.6%
Net debt excluding lease liabilities
$50.1m
$43.5m
15.2%
Cash conversion
90.3%
157.8%
Return on invested capital
1
18.6%
13.7%
Statutory results
Operating profit
2
$19.2m
$10.7m
Net finance costs
$(6.1)m
$(8.4)m
Profit before tax
$13.1m
$2.3m
Taxation
$(2.8)m
$0.7m
Profit after tax
$10.3m
$3.0m
Basic earnings per share
34.9c
10.0c
Net debt
$68.0m
$65.4m
1.
The Directors believe that adjusted measures provide a useful comparison of business trends and performance. Adjusted results exclude adjusting items. The term ‘adjusted’ is not defined under IFRS and
may not be comparable with similarly titled measures used by other companies.
2.
Reported operating profit includes $5.7m amortisation of acquired intangibles and transformational costs of $15.4m. See the Adjusted Performance Measures section for a full breakdown of adjustments
and comparatives.
3.
Constant currency measures are provided in the Adjusted Performance Measures section.
33
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Annual Report and Accounts 2025
Strategic report
Governance
Financial statements
In 2017 we joined the PANTHER programme – a partnership
between several research groups, industry experts and government
agencies that aims to understand the underlying causes of TBI and
how we can better protect against it.
Through our collaboration with the PANTHER programme, we
are at the forefront of innovating ways to measure and assess the
effectiveness of helmets against rotational impacts. Our approach
incorporates advanced sensor technology, sophisticated test
dummies, and cutting-edge computer modelling to replicate
real-world scenarios more accurately.
Following the installation of a new test rig, engineers in Cleveland
have been exploring multiple methods to embed sensors directly
into helmet padding. Unlike traditional headbands, this integrated
approach delivers precise impact data in a completely unobtrusive
format. The concept – designed to advance traumatic brain injury
protection – was showcased at DSEI this year, highlighting Team
Wendy’s commitment to innovation in head protection.
The findings from these test methods have the potential to
revolutionise helmet design, allowing us to develop helmets
that offer more comprehensive protection against TBI.
Revolutionising helmet
design: our role in
the fight against TBI
“Through our collaboration
with the PANTHER programme,
we are at the forefront of
innovating ways to measure
and assess the effectiveness
of helmets against
rotational impacts.”
Case study
Revolutionise
Order intake for the Group of $351.5m (2024: $364.4m) was down 3.5%
(3.6% constant currency). Avon Protection order intake was up 17.5% with
notable international demand for CBRN boots and gloves, and rebreathers.
Team Wendy order intake was down 24.6%, predominantly due to the
phasing of US DoW NG IHPS and ACH Gen II orders.
The closing order book of $262.8m reflects an increase of 16.7%
(16.2% constant currency) over the prior year. The Avon Protection
closing order book of $117.0m reflects an increase of 62.5%, which includes
$10.3m for our rebreathers and $12.4m of CBRN boots and gloves. Team
Wendy closed the year with $145.8m in the order book, a decrease of
4.8%, due to deliveries of DoW helmets outpacing new orders, and
reduced lead times across our commercial ranges.
Revenue for the Group totalled $313.9m, an increase of 14.1%
(13.8% constant currency) compared to the prior year of $275.0m.
Avon Protection revenue totalled $168.8m, an increase of 15.9% compared
to $145.6m in 2024. Strong sales growth of 57.8% to UK and International
customers, driven by Australian FM54 deliveries, CBRN boots and gloves
to NATO and Ukraine support, offset a decline in US commercial revenue
following a particularly strong FY24. US DoW sales also declined due to
the phasing of mask deliveries.
Team Wendy revenue totalled $145.1m, an increase of 12.1% over the
prior year of $129.4m. US DoW revenue grew by 15.4% due to an increase
in ACH Gen II and EXFIL bump helmet deliveries and demand for helmet
pads. Commercial Americas revenue grew by 14.9% with strong sales
across the range. UK & international revenue declined by 9.9%, reflecting
timing of demand from larger customers.
Adjusted operating profit was $40.3m (2024: $31.6m). This was the result
of operational gearing effects from increased revenue in both sides of the
business, and further benefits from our continuous improvement efforts,
although these were tempered in Team Wendy as we ramp up production
in Cleveland. This resulted in an adjusted operating profit margin of 12.8%
(2024: 11.5%), up 130bps (160bps constant currency).
Statutory operating profit of $19.2m (2024: $10.7m) reflected adjusting
items in the period, which are summarised on page 34.
34
Avon Technologies plc
Annual Report and Accounts 2025
Financial review
continued
The adjusted performance measures section contains a full breakdown and explanation of adjustments.
FY25
$m
FY24
$m
Statutory operating profit
19.2
10.7
Amortisation of acquired intangibles
5.7
6.2
Impairment of goodwill and other non-current assets
1.7
Transformation costs
11.5
10.8
Acceleration of depreciation and amortisation – transformation
3.9
2.2
Adjusted operating profit
40.3
31.6
Adjusted net finance costs decreased to $5.4m (2024: $6.3m), mainly due to lower average net debt through the year.
After an adjusted tax charge of $8.0m (2024: $4.4m), the Group recorded an adjusted profit for the year after tax of $26.9m (2024: $20.9m).
Adjusted basic earnings per share increased to 91.2c (2024: 69.9c), reflecting the growth in operating profit and the reduction in finance charges
mentioned above.
Return on invested capital increased to 18.6% (2024: 13.7%), reflecting higher adjusted operating profit and lower invested capital.
Statutory net finance costs of $6.1m (2024: $8.4m) include $0.7m (2024: $2.1m) net interest expense on the UK defined benefit pension scheme liability.
Statutory profit before tax was $13.1m (2024: profit of $2.3m) and, after a tax charge of $2.8m (2024: credit of $0.7m), the profit for the year was $10.3m
(2024: profit of $3.0m).
Transformation costs
FY25
$m
FY24
$m
Footprint optimisation and operational excellence
1
15.4
11.7
Functional excellence
1.0
Programme management excellence
0.3
Total transformation costs
15.4
13.0
1.
Including $2.6m for acceleration of amortisation related to legacy ERP systems (FY24: $1.6m), and $1.3m acceleration of depreciation and amortisation for assets that were held in Irvine that are no longer used
(FY24: $0.6m).
Investment in transformation initiatives has been slightly above expectations and guidance set out with the HY25 results. All spend in the year related
to Team Wendy, where we incurred additional cost in H2 to increase output, stabilise Cleveland operations and close the Irvine site after manufacturing
ceased at the end of H1. Footprint optimisation and operational excellence have been combined as a single category, as these initiatives have become
closely associated in the later stages of the transformation programme.
Segmental performance
$m
FY25
FY24
Avon
Protection
Team
Wendy
Total
Avon
Protection
Team
Wendy
Total
Orders received
213.8
137.7
351.5
181.8
182.6
364.4
Closing order book
117.0
145.8
262.8
72.0
153.2
225.2
Revenue
168.8
145.1
313.9
145.6
129.4
275.0
Adjusted operating profit
33.6
6.7
40.3
26.6
5.0
31.6
Adjusted operating profit margin
19.9%
4.6%
12.8%
18.3%
3.9%
11.5%
A 15.9% increase in revenue within Avon Protection resulted in a 26.3% increase in operating profit to $33.6m (2024: $26.6m), with profit margin
increasing by 160bps to 19.9% (2024: 18.3%). Margins benefited from the operational gearing effect of the increase in revenue, favourable mix towards
our higher-specification products, strong commercial execution, and productivity improvements driven by our focus on continuous improvement.
Team Wendy margins increased by 70bps to 4.6% (2024: 3.9%). Margin growth was held back by site consolidation costs, particularly increased labour
in Cleveland, to ensure successful ramp-up on the new manufacturing lines.
35
Avon Technologies plc
Annual Report and Accounts 2025
Strategic report
Governance
Financial statements
Research and development expenditure
Total investment in research and development (capitalised and expensed)
was $13.5m (2024: $11.4m), above the prior year by 18% in absolute terms
and by 20bps as a percentage of revenue.
FY25
$m
FY24
$m
Total expenditure
13.5
11.4
Less customer funded
(1.5)
(1.6)
Group expenditure
12.0
9.8
Capitalised
(1.5)
Income statement impact
10.5
9.8
Amortisation and impairment of
development expenditure
3.2
4.3
Total income statement impact
13.7
14.1
Revenue
313.9
275.0
R&D spend as a % of revenue
4.3%
4.1%
Avon Protection expenditure has primarily focused on completing
the development of MITR, the new voice projection unit and seven
DoW Programs of Record. Team Wendy expenditure largely related to
RIFLETECH helmet development and the next-generation bump helmet.
Net debt and cash flow
FY25
$m
FY24
$m
Adjusted continuing EBITDA
51.5
43.4
Share-based payments and defined
benefit pension scheme costs
6.7
4.4
Working capital
(11.7)
20.7
Cash flows from continuing operations
before adjusting items
46.5
68.5
Transformational costs paid
(13.1)
(9.7)
Cash flows from continuing operations
33.4
58.8
Cash flows from discontinued
operations
4.9
Cash flow from operations
33.4
63.7
Payments to pension plan
(6.0)
(9.1)
Net finance costs
(5.2)
(6.7)
Net repayment of leases
(2.9)
(3.3)
Tax paid
(0.7)
Capital expenditure
(9.6)
(11.2)
Purchase of own shares –
Long-Term Incentive Plan
(9.1)
(5.0)
Dividends to shareholders
(7.2)
(6.8)
Foreign exchange on cash
0.1
Change in net debt
(6.6)
21.0
Opening net debt, excluding
lease liabilities
(43.5)
(64.5)
Closing net debt, excluding
lease liabilities
(50.1)
(43.5)
Cash flows from continuing operations before adjusting items were
$46.5m (2024: $68.5m), with the movement principally due to working
capital outflows of $11.7m, compared to inflows of $20.7m in the prior
year. This was driven by sales phasing, with a $17.2m receivable balance
outstanding from the DoW at year end for ACH Gen II and NG IHPS helmet
sales in Q4. The outstanding DoW receivables balance has been paid in
full at the date of this announcement.
Dividends were $7.2m (2024: $6.8m). Our first priorities remain organic
investment into R&D and transformation followed by a progressive
dividend targeting between 2.5x and 3x EPS cover through the cycle.
Excess cash will be deployed in an EPS-enhancing way, either through
M&A or alternative shareholder returns.
The purchase of own shares to satisfy future exercises of options granted
to employees under the Long Term Incentive Plan was $9.1m (2024: $5.0m),
hedging potential cash costs.
Net debt was $68.0m (2024: $65.4m), which includes lease liabilities of
$17.9m (2024: $21.9m). Excluding lease liabilities, net debt was $50.1m
(2024: $43.5m).
Purpose:
Salem had traditionally been supplied with cut patterns, with no
experience of working with material rolls. As cutting transitioned
from Irvine to Salem, it became essential to apply lean principles
and improve physical material management.
Key findings:
To optimise space and manage rolled material storage, the team
reassessed material requirements and implemented targeted
solutions. A procedure for using the cutter was documented and
implemented. In addition, a fixed-time kanban system with custom
cards was set up and space was optimised through smart storage
solutions, including the use of custom carts beneath the Lectra table.
Results:
The site is now successfully cutting raw materials in house and
the kanban system has streamlined ERP transactions, allowing
for more accurate inventory tracking. The implementation of
a just-in-time inventory system resulted in a 50% reduction in
raw material inventory compared to pre-kaizen levels.
Salem’s lean
transition to in-house
material cutting
Case study
Strengthen through
continuous improvement
36
Avon Technologies plc
Annual Report and Accounts 2025
Financial review
continued
Defined benefit pension scheme
The Group operated a contributory defined benefits plan to provide
pension and death benefits for the employees of Avon Technologies
plc and its Group undertakings in the UK employed prior to 31 January
2003. The plan was closed to future accrual of benefit on 1 October 2009
and has a weighted average maturity of approximately 11 years. The net
pension liability for the scheme amounted to $13.8m as at 30 September
2025 (2024: $17.2m). The decrease was mainly due to deficit contributions
of $6.0m, partially offset by some investment underperformance.
In accordance with the deficit recovery plan agreed following the
31 March 2022 actuarial valuation, the Group will make payments in
FY26 of £4.7m and FY27 of £5.1m in respect of deficit recovery and
scheme expenses. The next triennial valuation at 31 March 2025 is now
underway, with the outcome of the process expected mid-FY26.
Foreign exchange risk management
The Group is exposed to translational foreign exchange risk arising when
the results of sterling-denominated companies are consolidated into the
Group’s presentational currency, US dollars. The Group’s policy is not to
hedge translational foreign exchange risk. Due to the translational effect,
a 1 cent increase in the value of the US dollar against sterling would have
decreased revenue by approximately $0.3m and increased operating profit
by approximately $0.3m for FY25.
Financing and interest rate risk management
The Group has a $137m revolving credit facility (RCF), together with
a $50m accordion. The RCF is held with a syndicate of four lenders and
is available until May 2028. The RCF has a one-year extension option to
May 2029, subject to lender approval.
RCF borrowings are floating rate priced using the US Secured Overnight
Financing Rate (SOFR). The Group hedges interest rate exposure using
swaps to fix a portion of SOFR floating rate interest. The notional value of
active interest rate swaps at 30 September 2025 was $20.0m, expiring on
8 September 2026 (FY24: $20.0m). The financial value of interest rate swaps
at 30 September 2025 was $nil (FY24: nil).
Dividends
The Board has proposed a final dividend of 17.0 cents per share
(2024: 16.1c). The final dividend will be paid in pounds sterling on
6 March 2026 to shareholders on the register at 6 February 2026. The
final dividend will be converted into pounds sterling for payment at the
prevailing exchange rate, which will be announced prior to payment.
Rich Cashin
Chief Financial Officer
11 November 2025
Team Wendy’s Headstrong Shoot series
As part of our expanded investment in sales and marketing, Team
Wendy launched the Headstrong Helmet Shoot series – an outreach
initiative designed to educate law enforcement agencies on ballistic
helmet performance and build stronger regional relationships. The
events combine a tradeshow with respected industry partners, an
educational session and a live helmet shoot demo. By focusing on
data-driven education around TBI prevention and ballistic realities,
Team Wendy positions itself as a trusted authority in head protection.
Events this year have generated immediate traction, with
opportunities of $650k won and open opportunities valued at
over $3.5m. These events not only showcase our EPIC, EXFIL and
RIFLETECH helmets, but also highlight our capability in ultra-high
molecular weight polyethylene shells, Zorbium foam technologies
and TBI research.
By aligning these educational events with each regional sales
manager’s territory, Team Wendy is strategically integrating product
education with relationship-building and sales enablement.
The Headstrong series shows how our increased investment in
marketing is driving measurable impact – boosting brand awareness,
accelerating sales cycles and reinforcing our leadership in head
protection innovation.
Educate, demonstrate
and convert
Case study
Revolutionise
37
Avon Technologies plc
Annual Report and Accounts 2025
Strategic report
Governance
Financial statements
Driving daily focus
on operational KPIs
The Moulding and Assembly Value Stream
, which includes
manufacture of CBRN boots and gloves, has also undergone
a significant transformation and the team now faces a large order
book and a new challenge: scaling smartly.
The turnaround was driven by a substantial shift in working patterns:
introducing permanent weekend evening shifts and unlocking new
capacity without additional presses. This, combined with standardised
work, hot handovers (where production continues without interruption)
and a unified team approach, led to dramatic improvements:
• 47% increase in production rates on boots and gloves
• 42% reduction in scrap – with an average 96% ‘right first time rate’
on GSR filters, up from c.60% in 2023
• 26% increase in revenue per head
• 23% increase in inventory turns to 4.6x
The Electronics Value Stream
is responsible for manufacturing our
thermal imaging cameras and underwater rebreathers. The team has
delivered exceptional results against its 2025 SQDIP targets. The team
didn’t just adopt the high-level goals; it owned them, translating them
into clear, meaningful and ambitious targets at the value stream level.
This success is rooted in a culture of daily discipline and transparency.
Every team member understands the current and target state, and
there’s a focus on SQDIP metrics. The results speak volumes:
• 275% increase in revenue per square metre
• 55% reduction in scrap – reducing the materials cost of each
rebreather by an average of $800
• $1.7m reduction in inventory
• 99% increase in revenue per head
This performance stems from the team’s engagement, development
and strategic execution. As we look ahead to FY26, the focus will remain
on refining flow and driving further gains in inventory efficiency.
Each value stream across the Group leverages the Strengthen System as a framework for continuous improvement, directly aligned with our
SQDIP targets – Safety, Quality, Delivery, Inventory and Productivity. By embedding continuous improvement principles, visual management and
kaizens into daily operations, teams are empowered to set ambitious goals. This system fosters transparency and accountability, with SQDIP metrics
tracked on tier boards and reviewed regularly to ensure progress. The result is measurable impact: reduced defects and scrap, improved delivery
performance, increased inventory turns and enhanced productivity – all contributing to a safer, more efficient and customer-focused operation.
Case study
Strengthen through
continuous improvement
Rebreathers and Electronics value stream:
Boots & gloves production rates:
$0
$2,000
$4,000
$6,000
$8,000
$10,000
$12,000
Q4
Q3
Q2
Q1
Scrap:
FY24
FY25
-55%
0
10,000
20,000
30,000
40,000
50,000
60,000
70,000
Q4
Q3
Q2
Q1
Gloves made
Boots made
+47%
$0m
$1.0m
$2.0m
$3.0m
Q4
Q3
Q2
Q1
Productivity:
+79%
38
Avon Technologies plc
Annual Report and Accounts 2025
Financial summary
FY25
($m)
FY24
($m)
% change
Orders received
213.8
181.8
17.6%
Closing order book
117.0
72.0
62.5%
Revenue
168.8
145.6
15.9%
Adjusted operating profit
33.6
26.6
26.3%
Adjusted operating profit margin
19.9%
18.3%
160bps
Orders
• 63% increase in closing order book, with a book-to-bill ratio of 1.27x –
offering revenue predictability and confidence in execution of growth.
• $100m+ of orders across 16 countries through NSPA contracts.
• Won new rebreather contracts with Canada and two European navies,
expanding our underwater capability.
• A focused growth strategy expanding beyond our core CBRN
respiratory market:
>
Tactical half mask:
US DoW development Programs of Record,
opportunities with four out of five of the Five Eyes countries’
special forces
>
Integrated CBRN:
NATO NSPA (boots & gloves), US DoW Hood
Mask Interface, UK MoD (boots & gloves) and Turkey MoD
full CBRN ensemble
>
Underwater rebreathers:
contracts with seven nations’
navies/special forces
FY25 performance summary
Strategic wins:
• Successfully delivered phase 1 prototypes for all three Hood
Mask Interface programmes to the DoW and selected for Phase 2.
• Invited to bid for a large US CBRN suit programme with two versions
of our EXOSKIN suit.
• New international expansion:
>
Delivered initial FM54 masks to Australian Defence Force
>
German Federal Police awarded a multi-year tender
>
Ukraine: over $30m in orders secured
Operational excellence:
• Operating margin rose to 19.9%, driven by strong product mix and
efficiency gains.
• Kaizen initiatives boosted manufacturing performance:
>
Revenue per square foot up 52%
>
on-time delivery of 96%
• Expanded engineering capacity across UK and US facilities by optimising
layout and production flow, freeing over 9,000 sq ft.
Strategic programmes and innovation
• Secured strategic development contracts with DoW: seven Programs
of Record.
• MITR launched: mask, goggle and communications systems
introduced with early traction already showing promise. Secured CE
and NIOSH approvals, unlocking growth in the law enforcement and
first responder markets.
• Delivered on key filter programmes:
>
Next-generation dual-bed filter, utilising novel advanced materials to
enhance protection and versatility, successfully delivered to the DoW
>
Initiated a Cooperative Research and Development Agreement
with DoW to explore new and novel technologies in CBRN and
respiratory applications
Outlook
We’ve laid the groundwork in FY25. With a strong order book, strategic
wins and innovation momentum, Avon Protection is primed for a breakout
year in FY26, focused on deepening customer relationships, expanding
globally and raising the bar internally to deliver sustainable growth.
Strategic Business Unit review
Avon Protection
Avon Protection is a leading provider of innovative
protective equipment, specialising in the design,
development, testing and manufacture of
integrated protective systems.
54%
of Group revenue
FY25 was about laying the foundations, both externally
and internally, for Avon Protection’s next phase of
growth. We’re energised by the global opportunities
ahead, but equally focused on improving how we
operate. With a strengthened order book, strategic
wins and growing confidence in our new product
pipeline, we’re well positioned for an exciting FY26.
Steve Elwell,
President, Avon Protection
39
Avon Technologies plc
Annual Report and Accounts 2025
Strategic report
Governance
Financial statements
2026 strategic focus areas
Our growth strategy is aimed at expanding our business in our core market of
chemical and biological respiratory protection, but also into three new markets:
respiratory protection for non-chem-bio applications, integrated chem-bio
protection and underwater respiratory protection.
Strengthen
by using continuous improvement
to drive sustained competitive advantage
• Use our Strengthen System to help us build capability across the
organisation and to drive improvement in Safety, Quality, Delivery,
Inventory turns and Productivity
• Embed CI excellence across our supply chain
• Build and embed world-class continuous improvement capability
• Complete footprint optimisation projects at both UK and US sites
• Deliver competitive advantage through manufacturing excellence
Transform
by creating strong foundations
for growth
Drive growth through commercial and marketing excellence
• Accelerate margin expansion and customer intimacy through
optimised routes to market
• Strengthen commercial capability by embedding a culture of
business-winning excellence
• Strengthen brand equity through the delivery of standout
customer experience
• Accelerate aftermarket sales
Advance
the business through organic growth
Defend and expand our core CBRN respiratory business
• Deliver sustained revenue from DoW contracts
• Drive filter sales through innovation and user-driven design
• Increase end-user adoption of SCBA and PAPR product range
• Accelerate revenue growth from emerging markets through
strategic expansion and localised execution
>
Invest in current and next-generation technology,
including CVPU
>
Commercial Americas – new team and strategy
Grow sales in the non-CBRN respiratory market
• Grow MITR and goggle opportunity pipeline
>Expand and leverage customer experimentation events
Secure market leadership in integrated CBRN
• Leverage CBRN ensemble to win new commercial and
military contracts
• Bring our new EXOSKIN-S2 suits to market
• Invest in capacity expansion in boots and gloves
Revolutionise:
Use research, partnerships and
acquisition to augment organic growth
Defend and expand our core, grow non-CBRN respiratory,
secure leadership in integrated CBRN, become #1 underwater
military rebreather supplier
• Leverage US Government development programmes
• Develop a high-impact acquisition pipeline that complements
our growth strategy
• Grow sales for complimentary rebreather capabilities
Strategic Business Unit review: Avon Protection
continued
Introducing the MITR-PG1 powered goggle
Building on the successful release of the MITR-M1 half mask earlier this
year, Avon Protection unveiled the MITR-PG1 powered goggle at DSEI
2025, marking a significant advancement in scalable respiratory and
ocular protection for tactical users. Designed for military, special forces
and law enforcement personnel operating in low- to mid-level threat
environments, the MITR-PG1 offers a lightweight, low-profile solution
that integrates seamlessly with the MITR-M1 half mask. Together, they
provide full-face protection against particulate hazards, riot control
agents and tear gases including CS, CN and OC pepper spray.
The MITR-PG1 features an integrated filter and blower system that
continuously purges the air within the goggle, ensuring the wearer’s
eyes remain protected and the visor stays clear of fogging – even in
extreme temperatures. Compatible with ballistic and bump helmets,
as well as other head-mounted systems like night vision goggles, it is
a versatile addition to tactical gear. The goggle delivers over eight hours
of operation on a single charge and has both visual and haptic status
indication, with a stealth mode option for covert operations.
Complementing the launch of the MITR-PG1 is the introduction of
the MITR-RF riot agent filter. This low-profile combination filter
incorporates a pleated high-efficiency element for aerosol and
particulate removal, alongside a carbon layer to neutralise vapours
released from trapped particles.
The MITR-PG1 and MITR-RF together represent a new standard in
flexible, low-burden protection for fast-evolving tactical environments.
Advancing
respiratory
and ocular
protection
Case study
Revolutionise
40
Avon Technologies plc
Annual Report and Accounts 2025
41
Avon Technologies plc
Annual Report and Accounts 2025
Strategic report
Governance
Financial statements
Option years
DSEI 2025 marked a significant milestone for Avon Protection and
Team Wendy, reinforcing our position as full system suppliers of
next-level integrated protection technology. Our stand featured four
immersive zones, each demonstrating our commitment to soldier
survivability and operational flexibility – from low-burden CBRN
solutions and advanced ballistic helmets to full soldier systems for
land and sea, and pioneering human factors innovations. The event
was a powerful platform to unveil new concepts such as the Diver HUD,
the TBI Sensor System and the Shallow Water Rebreather, all designed
to enhance mission capability and user safety.
The week culminated in a memorable reception aboard HMS Belfast,
co-hosted with SSAFA, who were also celebrating 140 years of service,
and welcoming 140 guests.
Showcasing integrated
protection excellence
Case study
Advance
A strong portfolio of long-term contracts
US DoW M53A1
UK MoD GSR Mask
NATO boots and gloves
US DoW M61 Filters
Canada & Netherlands
deployment
Support
Germany, Belgium, Norway, New Zealand rebreather support
Thales UK defence programme
NATO, NSPA, FM50 Mask
UK police FM53 & ST53 servicing support contract
2025
2026
2028
2027
2029
2030
Replenishment
Five one-year extensions
Replenishment
Australia FM54
deployment
42
Avon Technologies plc
Annual Report and Accounts 2025
Strategic Business Unit review
Team Wendy
Team Wendy specialises in superior helmet
systems. Using our unique composite material
science, precision moulding and traumatic
brain injury research, we engineer cutting-edge
ballistic and impact protection helmets,
helmet liners and retention systems.
Financial summary
FY25
($m)
FY24
($m)
% change
Orders received
137.7
182.6
(24.6%)
Closing order book
145.8
153.2
(4.8%)
Revenue
145.1
129.4
12.1%
Adjusted operating profit
6.7
5.0
34.0%
Adjusted operating profit margin
4.6%
3.9%
70bps
Orders
• Secured $2m in orders for RIFLETECH.
• $131m in order book for the Next Generation Integrated Head Protection
System (NG IHPS) and ACH Gen II helmets, with additional international
wins across Europe and Five-Eyes nations.
FY25 performance summary
Strategic wins
• Revenue growth driven by increased DoW deliveries and strong
North American commercial performance.
• RIFLETECH launched and received its first large international order,
with strong market interest.
Operational excellence
• Successful closure of the Irvine facility, with six new production lines
now operational in Cleveland and Salem.
• Tripled production of DoW helmets in Q4.
• Strengthened leadership across sales, marketing, sourcing, product
development and quality.
• Focused recruitment campaign in Cleveland to improve operational
stability, including a new direct hire plan and removal of language barriers.
• Embedded kaizen and continuous improvement culture, with process
quality enhancements supporting DoW delivery.
• Strengthening of sales and marketing with customer ‘Headstrong’
product trial and education events, a digital sizing tool and app,
new website and e-commerce platform.
Strategic programmes and innovation
• RIFLETECH helmet launched with NIJ III ballistic rating, seamless shell
technology and advanced comfort features.
• Transformation programmes progressed on schedule, supporting
long-term manufacturing capability.
• NG IHPS ballistic improvements and Tactical Head Protection (TacHP)
rail development funded through DoW.
• Secured a new DoW-funded programme focused on enhanced threat
protection, eye and hearing integration, and night vision compatibility.
• Won new multi-year research funding to develop technologies that
detect and mitigate traumatic brain injury, regardless of threat type.
Outlook
FY25 was a year of transformation and delivery. Team Wendy exited the
year with momentum, a strong order book and a clear strategic roadmap.
With much-improved operational stability and breakthrough products
like RIFLETECH and NG IHPS, we enter FY26 focused on execution,
innovation and becoming the market leader in head protection. As we
ramp up production to meet growing demand, we remain mindful of
the operational risks that come with scaling – ensuring stability remains
a top priority alongside growth.
46%
of Group revenue
FY25 was a year of incredible transformation,
successfully closing our Irvine facility and
expanding our Salem and Cleveland facilities
to provide capacity for future growth. This
achievement was only possible thanks to
the extraordinary effort and dedication of our
entire team, who worked tirelessly and pushed
themselves to deliver the transformation and
production ramp-up. Now, together, we take
the next step on our continuous improvement
journey to deliver enhanced profitability and
cash flow in FY26.
James Wilcox,
President, Team Wendy
43
Avon Technologies plc
Annual Report and Accounts 2025
Strategic report
Governance
Financial statements
2026 strategic focus areas
Our ambition is to become the leading head protection systems provider by 2030.
To do this, we must improve our manufacturing capability and begin investing
into international market growth and new product introduction.
Revolutionise:
Use research, partnerships and
acquisition to augment organic growth
Accelerate growth through disruptive technology
• Develop leading-edge ballistic, bump and blast traumatic brain
injury mitigation (TBIM) technology
• Build processes and capability to develop opportunities to augment
organic growth through acquisitions
Become a head protection system provider
• Integration of more technology into the helmet platform to give our
customers better capability
• Develop a higher-protection ballistic helmet with integrated eye and
hearing protection through new DoW development programme to
position us to win the next major helmet Program of Record
Strengthen
by using continuous improvement
to drive sustained competitive advantage
• Use our Strengthen System to drive improvement in Safety, Quality,
Delivery, Inventory turns and Productivity
• Physical and digital management of inventory, reducing our
quality defects that result in scrap and rework, and improving
our productivity
• Remain focused on maintaining production rates, which will need
reliable staffing, stronger infrastructure and leadership within all
the teams
• Build and embed world-class continuous improvement capability
Transform
by creating strong foundations
for growth
• Remove legacy ERP system in Salem and move to one platform
across the Group
• Continue to build the commercial and international sales and
business development teams
• Develop world-class cross-functional product development capability
• Accelerate growth by recruiting and retaining a high-performing
workforce, building both depth and breadth of employee base
• Improve efficiency through an integrated and service-level-oriented
IT function
Advance
the business through organic growth
Defend and extend our core business:
• Protect and maximise current US DoW business
• Become the leading North America first responder helmet provider
• Maximise existing and emerging product portfolio performance
• Become the go-to ground helmet provider for all DoW forces
Accelerate growth through disruptive innovative strategy:
• Expand and standardise our technology portfolio, increase recurring
revenues to become a leading-edge provider of ballistic, bump and
blast mitigation technology
• Launch two new ballistic helmets, giving no-through-hole shell
technology across our entire ballistic portfolio to gain further
market share
• Grow internationally with new customers to become the go-to
premium helmet provider
Introducing RIFLETECH
In high-risk situations, professionals need head protection that
doesn’t slow them down or weigh them down. That’s where
RIFLETECH comes in.
This new helmet was designed to stop powerful rifle rounds while
staying light and comfortable enough for all-day wear. It’s built to
protect without compromise – even when fitted with gear like
night vision or communication tools.
Earlier this year, a live-fire demonstration put the helmet to the test.
Shot after shot, including a final high-powered round, was absorbed
without breaking through. The result wasn’t just technical success –
it was a reminder of what’s at stake. As one observer put it, “This
helmet doesn’t just stop a bullet. It gives someone a second chance.”
RIFLETECH is more than a product. It’s a leap forward in protection –
developed through collaboration, proven under pressure, and built
to serve those who face danger head-on.
Raising the bar
on rifle-rated
protection
Case study
Revolutionise
“This wearer would
have the chance
to go home again”
$5.5m
invested in R&D
by Team Wendy
Strategic Business Unit review:
Team Wendy
continued
44
Avon Technologies plc
Annual Report and Accounts 2025
A strong portfolio of long-term contracts
45
Avon Technologies plc
Annual Report and Accounts 2025
Strategic report
Governance
Financial statements
Revamping its digital front door, Team Wendy launched two new
websites in 2025 – an enhanced main site and a dedicated e-commerce
store – designed to better serve its global community of defence, law
enforcement, and search and rescue professionals. The revamped main
site delivers faster performance, streamlined navigation and mission-
specific product specs, while the new Headstrong Knowledge Vault
offers educational content, including product performance videos.
The e-commerce store introduces a seamless shopping experience,
with intuitive navigation from product discovery to checkout, plus
features like order tracking and account management. This dual-
platform strategy reflects Team Wendy’s commitment to building
a scalable, customer-centric organisation and it’s already driving
strong early sales momentum.
The new sites make it easier for users to find and understand the gear
they rely on. Looking ahead, the platforms will continue to evolve,
with more educational content, field stories and data-driven insights
to support customers throughout their journey – from research to
purchase and beyond.
Team Wendy
levels up online
Case study
Advance
teamwendy.com
Australian EXFIL
Sustainment
US DoW Army Pads
*
COTS item supplied via US DoW distributor
US Air Force EXFIL & US Naval Air Systems LTP
*
Follow-on contract expected
Proposal for contract extension submitted
ACH Gen II
Next Gen Integrated Head Protection System
2025
2026
2028
2027
2029
2030
46
Avon Technologies plc
Annual Report and Accounts 2025
Risks and uncertainties
How we identify and manage risk
Assessing risk is an essential element of the
management of our organisation. Risk management
is embedded within the Strategic Business Units
(SBUs) and support functions.
Risk management responsibilities
The Board, working through the Audit Committee, has overall
responsibility for the Group’s risk and control framework. The Board’s
role includes promoting a culture that emphasises integrity at all
levels of business operations and setting the overall policies for risk
management and control. The Board is also responsible for setting risk
appetite. The Audit Committee monitors the effectiveness of the Group’s
risk management processes on an ongoing basis, including reviewing
principal and emerging risks twice a year.
The senior leadership teams within the SBUs and Shared Services
(Group Finance, Legal, HR, IT and Corporate Communications) are
responsible for assessing, managing and mitigating risks for their areas of
responsibility, with formal risk reviews being completed on a six-monthly
basis. The Executive Committee reviews risk outputs from the SBUs and
Shared Services and finalises management’s assessment of principal
and emerging risks in advance of reporting to the Audit Committee.
Risk management activities are also embedded in project management,
SBU strategic priorities and the Group’s strategy process, with
responsibility for managing risk aligning with the respective owners
of the project or priority.
In support of the Group Executive, a Risk Steering Group coordinates risk
management activities across the Group, working with SBU leadership
teams and support functions in Shared Services to consolidate the output
from risk reviews.
Our approach
Both SBUs and Shared Services maintain risk registers, which are updated
at least every six months. Risk scores are assessed on likelihood and
impact (taking into account both financial and non-financial implications
of a risk crystallising).
A bottom-up risk assessment process is followed to ensure risks are
relevant and emerging risks are identified. Risk registers also include
commentary on how risks have evolved over the period and, where risks
are outside of tolerance, details of mitigation plans – including action
owners and timelines. Avon’s risk management policy provides definitions
on how to calculate risk scores which are reviewed and challenged by
the Risk Steering Group in advance of reporting to the Group Executive.
All risks identified are mapped to Avon’s risk taxonomy and risk
aggregations or common risks are identified and assessed.
The Risk Steering Group supports the Group Executive through the
preparation of six-monthly reports of principal and emerging risks.
Reporting focuses on risk movements in the period and analysis of
any risks outside of appetite. The Group Executive provides review
and challenge through a top-down assessment of risks, and following
its review, principal and emerging risks are presented to the Audit
Committee. The Audit Committee provides a robust assessment of
the risks – including the completeness of principal and emerging
risks identified and adequacy of mitigation plans, where risks are
outside of appetite.
Our risk management framework
Board of Directors
SBU and Shared Services
Group Executive
Risk Steering Group
Audit Committee
Monitors risk management
activities, meeting quarterly
Leadership team
Responsible for integrating risk management into
the business and reporting on divisional risks
SBUs and functional areas are responsible for managing
and documenting their own risks and developing action
plans for those exceeding tolerance levels.
Sharing/reporting
Reviewing and challenging
(where required)
• Risk outside of tolerance
• Adequacy mitigating plans
Bottom up
Top down
Bi-annual
Risk appetite annually
Bi-annual
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Annual Report and Accounts 2025
Strategic report
Governance
Financial statements
Emerging risks and opportunities
The Group’s risk processes have identified the following emerging risk:
Safety and Security: the Group has seen an uptick in safety and security
events which do have the potential to disrupt operations and is
monitoring mitigation plans that have been introduced by sites.
Emerging risks and mitigations are monitored on an ongoing basis
and formally at six-month risk reviews.
Assurance
We base our approach to managing risk on the three lines model, where
the first line is represented by SBU leadership teams, which own and
manage risk on a day-to-day basis under the Group’s risk and internal
control framework.
The Executive Committee and support functions outside of the SBUs,
including Legal and Group Finance, act as the second line, monitoring
and overseeing first-line activities through quarterly and monthly business
review meetings and regular oversight of strategic projects and priorities.
Internal Audit is the third line; a rolling 12-month audit plan is developed
with senior management and approved by the Audit Committee, with
audits being completed by the Group Internal Audit Manager. Updates
on progress, including management’s completion of agreed actions,
are regularly provided to the Audit Committee.
Annual review of internal controls and risk management
We have made the following enhancements to our risk management
processes during the year:
• The Board has approved and is monitoring the roll-out of an enhanced
internal control framework which places greater emphasis on control
ownership and self-assessments of control effectiveness.
• The Board has reviewed, updated and communicated its risk appetite
statements with the SBU and Shared Service leadership teams.
• Management have reflected on their approach to risk disclosures in the
Annual Report. This year there is an increased focus on the articulation of
the risk – including impact and associated mitigation – and commentary
has been amended to give an overall group perspective and brief details
on management’s view of the outlook for the risk.
• Board-Delegated Authorities have been updated to allow for increased
focus by the Board on higher-risk activities and to empower managers
further down the organisation.
• The Group strategy process has been enhanced to include pre-mortem
sessions focusing on identifying potential risks to the SBUs delivering
their strategic priorities.
• A Risk Committee has been established to monitor risk management
activities across the group and support the roll-out of the enhanced risk
and internal control framework. In FY26, the Risk Committee will replace
the Risk Steering Group in our risk management processes.
Commentary on the review of the Group’s system of internal control is
contained in the Audit Committee Report on page 90.
Principal risks
Principal risks are those that would impact the Group’s business model,
performance and ability to deliver its strategy. They have been identified
based on likelihood of occurrence and potential impact on the Group,
by reference to both financial and non-financial measures.
The chart opposite shows the Group’s principal risks by likelihood and
impact. The Group’s principal risks remain largely unchanged since our
2024 Annual Report, except for the following:
• A new principal risk, ‘Political and economic uncertainty’, has been
added in the year – representing the uncertainties around the level of
tariffs being rolled out by the US Government and the potential impacts
of reciprocal tariffs being introduced by its trading partners.
• In 2024, the risks associated with closure of the Irvine California
facility and transfer of production to Cleveland were reported as a
strategy execution risk; with the successful closure of Irvine California,
management have concluded that the strategic aspects of this risk
have been resolved and that the risk now relates to the Cleveland
site successfully increasing output levels and embedding continuous
improvement practices.
• In 2024, Controls and Financial reporting and the DB pension
scheme fundings were reported as a combined risk. Management
have re-assessed this approach and disaggregated the risks, reflecting
the underlying nature of the risks and mitigations.
• Recent changes in sentiment mean that management no longer
consider that sustainability risks are a principal risk of the Group.
We remain committed to our sustainability targets and there have
been no changes in how climate-related risks and opportunities are
being managed.
Our principal risks have been updated to allow for increased focus on the
articulation of risk impacts and mitigations. Management consider the
substance of these risks not to have changed since 2024. The following
pages describe each principal risk in detail and include commentary on
how the risk has developed during the period and the trend from the last
twelve months (LTM).
4
1
2
8
4
10
6
1
7
3
9
5
11
7
5
8
6
11
9
2
10
3
Group net risk matrix
Impact
Key
Low
Cleveland ramp-up
Bids and contracts
Team Wendy
Supply chain
Defined benefit
pension scheme
Central services
NPI
Controls and financial
reporting
Manufacturing quality
Government customers
Group
Cybersecurity
Compliance and
internal control
Political and
economic uncertainty
Low
High
High
Likelihood
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Operational:
1
Cleveland ramp-up
Operational:
2
Manufacturing quality
The increase in production needed within
Team Wendy to meet customer demand,
including recruiting and retaining people
to deliver our plans in Cleveland.
Failure to meet product and customer quality
standards and/or demand.
Strengthen
through
continuous
improvement
Strengthen
through
continuous
improvement
Link to strategy:
Link to strategy:
LTM
trend:
LTM
trend:
Risk impact:
• Reputation and ability to win new business.
• Increased scrap reducing profit margins.
• Penalty fees from the customer.
• Loss of future contract awards.
• Impact on ability to win and deliver new business.
Mitigation:
• Significant changes have been made over FY25 to strengthen
operational leadership and improve our recruitment, training
and onboarding processes to support quality improvements and
ramp-up in production.
• Extra resources were brought in from around the Group to support
teams in Cleveland and transfer specialist knowledge to support
ramp-up.
• Projects were designed to get to the root causes of ramp-up issues with
dedicated cross-functional teams and project management experience.
• Our quality team will be implementing our continuous improvement
culture and embed our ‘quality-in-line’ principles.
• A new global grade 1 bonus structure for production employees ensures
our shopfloor workers can also financially share the benefits of our
success and incentivises performance against our operational KPIs.
• Value Stream Managers are empowered to proactively manage staffing
shortfalls and ensure resourcing on their lines, removing bureaucracy
and wasted time.
Comment:
• Launched Strengthen System training, which details the culture and
tools to support all employees participating in kaizen continuous
improvement events, enabling them to directly improve and shape
the company.
• In Cleveland we have changed our agency recruitment process, allowing
contractors to be onboarded as full-time staff more quickly to ensure
they have access to additional benefits, and opened recruitment to
non-English speakers for the first time. We have also implemented
a direct hiring model.
• A significantly expanded recognition scheme was launched which
provides instant rewards to a higher percentage of our total
employee base.
Outlook:
We expect the specific Team Wendy ramp-up risk to reduce in the next
six months as we implement our continuous improvement initiatives and
sustain the increases in production already achieved at the end of FY25.
Risk impact:
• Reputation and ability to win new business.
• Increased scrap reducing profit margins.
• Penalty fees from the customer.
• Loss of future contract awards.
Mitigation:
• All employees are taught our Strengthen System approach to
continuous improvement, including standard work and to stop the
production line if they see a problem.
• Established tier-based daily management and escalation process of
operational issues, with tier 3 meetings held weekly and monitored
or attended by the CEO and CFO.
• Weekly reporting of operational KPIs now in place.
• Implementing ‘quality built-in’ (JKK) principles by building quality checks
into the production lines.
• Developing quality criteria and quality control tools (e.g. error proofing
or ‘poka-yoke’) for each production line.
Comment:
• We launched our Strengthen System to the organisation during the year
and have now trained all employees on the key principles of continuous
improvement, including how to build quality into our processes and
problem-solving techniques, e.g. root cause analysis and 8D analysis.
Outlook:
Continued investment in training our people and an ongoing kaizen
culture give us confidence that manufacturing quality standards and
ability to respond to customer demand will continue to improve.
Risks and uncertainties
continued
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Governance
Financial statements
Operational:
3
Supply chain
Operational:
4
Cybersecurity
Business interruption risk from loss or disruption
of supply.
A cyber-attack targeting a specific application or
network infrastructure.
Risk impact:
• Our ability to meet customer deadlines.
• Sourcing alternatives increases costs and takes time to establish.
Mitigation:
• Our teams have used our improved SIOP (Sales, Inventory and
Operational Planning) processes to implement strategies such as
securing supply through buying ahead, certification of alternative
suppliers and material and redesign of products, and new product
introductions to remove sole source dependency.
• We have now completed our first ‘supplier kaizen’ events supporting
key suppliers to improve their processes to provide more stability for
their customers.
• Our purchasing teams oversee our supplier partnerships and escalate
supplier risks where necessary.
Comment:
• Our approach to partnering with suppliers has allowed us to proactively
manage isolated issues where alternative suppliers have had to be found
or negotiations have had to take place. We can then use our supplier
kaizen approach to help those suppliers to improve their reliability.
• We have reviewed and significantly improved our SIOP process this
year to better level-load and schedule our factories. This also includes
partnering with our suppliers to ensure production can be synchronised
with customer demand.
• We completed a sustainability questionnaire audit with our top suppliers
during the year.
Outlook:
We expect supply chain risks to remain high in the short to medium term,
improving over the long term as we utilise our improved SIOP process and
manage high-risk suppliers through supplier kaizens.
Risk impact:
• Impact on reputation and customer relationships.
• Disruption of operations and service availability.
• Significant cost to restore data and system functionality.
Mitigation:
• Network security controls and periodic penetration testing.
• Mandatory information security training and awareness programmes
for all employees.
• IT regularly monitor control effectiveness and implement improvements
where required.
Comment:
• In line with trends across multiple industries and geographies, we have
experienced an increase in the number and sophistication of attempted
cyber-attacks. To date, controls have been effective.
• Enhanced staff awareness and training programmes have been rolled
out this year.
• Access management controls have been improved.
• The Group is one of the first global organisations to pass the CMMC
(Cybersecurity Maturity Model Certification) L2 assessment, which is
now a contract requirement to be a US DoW contractor.
Outlook:
The Group is taking proactive steps to ensure controls are appropriate
given the upward trend of cyber-attacks globally.
Strengthen
through
continuous
improvement
Strengthen
through
continuous
improvement
Link to strategy:
Link to strategy:
LTM
trend:
LTM
trend:
Advance
Transform
Revolutionise
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Strategic:
5
NPI
Strategic:
6
Political and economic uncertainty
Failing to deliver and execute on our strategic
priorities to innovate and expand our product range.
The risks and opportunities associated with operating
in international markets and volatility in taxes or tariffs.
Risk impact:
• Fewer growth opportunities.
• Ability to win new contracts and grow.
• Ability to maintain market share.
• New competitors undercutting pricing.
Mitigation:
• In FY25, we expanded SBU leadership training on how to create and
execute key strategic priorities through an ‘Objective and Key Result’
implementation model.
• Focus on New Product Introduction (NPI) and revenue from new
products now measured as KPIs.
• New ‘Sprinnovation’ ideas process introduced to encourage product
development ideas from our people.
• Financial incentives for new patents filed.
• Product roadmaps aligned between engineering and sales and shared
with key customers.
• All new products go through our NPI process, which includes voice of
customer analysis, market analysis and quality assurance.
Comment:
• Our strategic plan depends on revenue from new products
and markets. We structure SBU strategies across near-, mid- and
long-term horizons, with foundational activities supporting growth.
Teams and individuals align their initiatives to these priorities,
providing clarity of what we are working towards each quarter and
transparency on progress.
• We launched two major development projects: MITR, which has secured
a US DoW Program of Record for further development, and RIFLETECH,
offering the best protection at the lightest weight on the market.
• We strengthened our new product introduction programme
management capabilities with the recruitment of senior
programme managers.
• Customer feedback now plays a larger role in shaping our
product roadmaps.
• We secured multiple development contracts this year,
strengthening our leadership in customer-driven R&D.
Outlook:
We have several new product innovations in the pipeline and are excited
about our future technology roadmap. We expect this risk to decline in
the medium to long term as we increase engagement with key customers
and the number of development programmes we are contracted on.
Risk impact:
• Increased cost and complexity across the supply chain.
• Customer sentiment.
• Increased costs reducing profitability.
• Inability to compete with those in lower-cost and lower-taxed markets.
Mitigation:
• Our facilities within the US and Europe mean we are well positioned to
respond to changes in tariffs and customer sentiment, with potential
ability to move production between sites if required.
• Our leadership teams closely monitor political trends and contingency
plans have been developed for increased tariffs in the US.
Comment:
• Given the level of uncertainty, the focus has been on assessing the
direction of travel and implementing practical longer-term plans
rather than responses to specific decisions.
• UK Employer National Insurance and US healthcare costs have
substantially increased during the year. We aim to offset these through
our continuous improvement initiatives.
• US tariffs may also represent an opportunity, because several of our
competitors in the US market make their products in Europe and could
now be subject to tariffs.
Outlook:
This is a new principal risk which we expect to remain significant over
the medium term.
LTM
trend:
Advance
Link to strategy:
Revolutionise
LTM
trend:
Strengthen
through
continuous
improvement
Link to strategy:
Advance
Transform
Revolutionise
Risks and uncertainties
continued
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Strategic report
Governance
Financial statements
Financial:
7
Bids and contracts
Financial:
8
Government customers
The risks and opportunities associated with
complex long-term contracts and agreeing to
terms, in particular fixed pricing.
Dependence on the US Department of War for
funding stability and predictable scheduling.
Risk impact:
• Potential liability and financial impact of signing up to a long-term
loss-making contract.
• Maintenance of costly and onerous terms and conditions.
• Sales growth in the event of long-term contract delays or cancellations.
Mitigation:
• All bids over a defined value or term need to have plc Board approval.
The Board has defined Delegated Authorities for bids.
• We strengthened our leadership with a new Head of Commercial
Sales to oversee US and international growth, plus new CTO and
Technology Directors to lead our R&D programmes.
• We have a Group bid process, which includes the stipulation that all
contracts are to be subject to legal review prior to signature.
• The order book and sales pipeline are monitored on a monthly basis.
Comment:
• The slight increase in risk is associated with Team Wendy’s plans to
further expand into international markets and increase market share
in the North America commercial market.
• Our improved bid process was launched in the year and a bid manager
has been recruited to oversee the process.
• Delegated authorities have been amended to allow for an increased
focus on higher-risk opportunities.
Outlook:
We expect to see this risk reduce as our bid process matures.
Risk impact:
• High level of dependency on DoW volumes and subsequent impact
on profitability.
• DoW failure to renew contracts.
• DoW changes in legislation or government departments.
Mitigation:
• We continue to maintain a pipeline of new products under development
which offer opportunities to expand into new territories and markets.
• We are strengthening our DoW engagement through key research
and development initiatives and with several key hires over the year
to improve our DoW partnerships.
• Sales Inventory and Operations Planning processes support the
management of inventory and production forecasting in line with
customer demand.
Comment:
• There is a small increase in risk due to the impact of ramp plan delays
in Cleveland on the relationship with the DoW.
• Our DoW contracts are from multiple programme offices, and multiple
departments and budgets. We aim to increase our engagement with
programme offices as we continue to strengthen our customer and
R&D teams.
• DoW priorities have shifted towards border and homeland security this
year, with customer sentiment supporting our ‘made in the US’ products.
• We are seeing increasing opportunities arising from NATO members
making commitments to increase defence spending.
• We have made some key hires and restructured our sales team
to better serve existing customers and support expansion into
international markets.
• Successfully passed the CMMC assessment, which is a DoW requirement
of entry.
• US Department of Government Efficiency (DOGE) reviewed all our
Avon Protection contracts in the year, with no cuts made to our
major programmes.
Outlook:
We expect this risk to remain static in the short term but reduce as we
grow our international sales.
LTM
trend:
LTM
trend:
Strengthen
through
continuous
improvement
Strengthen
through
continuous
improvement
Link to strategy:
Link to strategy:
Advance
Advance
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Annual Report and Accounts 2025
Financial:
9
Defined benefit pension scheme
Financial:
10
Compliance and internal control
The risk of running at larger than expected deficits.
Failure to comply with applicable laws and
regulations, including the UK Bribery Act and
export regulations.
Risk impact:
• Impact on ability to make distributions to shareholders.
• Restricts business expansion and innovation.
Mitigation:
• There is ongoing dialogue with the pension scheme Trustees and
monitoring by the Executive Committee.
• Members of the Executive and Group finance team attend the pension
investment sub-committee and other working groups.
• A three-yearly actuarial valuation is completed by independent actuaries.
Comment:
• The scheme deficit continues to reduce as recovery plan payments
are made.
• Trustees are currently considering the implications of recent changes
in legislation, including the introduction of a new funding code.
Outlook:
The pension deficit and overall size of the scheme continue to reduce.
We expect this risk to fall over the medium to long term.
Risk impact:
• Fines and penalties.
• Reputational damage.
• Impact on ability to win new business.
Mitigation:
• All employees complete mandatory training on the Group’s Code
of Conduct, where relevant Anti-Bribery and Corruption training is
also completed.
• Risk assessments and due diligence are completed on distribution
partners and significant suppliers.
• All suppliers required to comply with T&C and Supplier Code of Conduct.
• Group fraud risk assessment is completed annually.
• Export activities are managed by trained professionals and overseen by
an Export Compliance Committee.
Comment:
• During the year we have significantly reduced the number of distribution
agents we use, with a continued focus to carry on reducing this number.
• Enhanced due diligence over distribution partners and improved
oversight through the Partner Approval Board.
• Continue to collect information on suppliers through our sustainability
questionnaire audit process.
Outlook:
We expect this to remain a principal risk in the short to medium term and
it remains an area of focus.
LTM
trend:
LTM
trend:
Strengthen
through
continuous
improvement
Link to strategy:
Strengthen
through
continuous
improvement
Link to strategy:
Risks and uncertainties
continued
53
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Strategic report
Governance
Financial statements
Financial:
11
Controls and financial reporting
The risk of critical decisions being influenced
by inaccurate financial reporting.
Risk impact:
• Reputational damage.
• Increased audit costs.
• Cash flow issues.
• Poor business-critical decisions due to inaccurate financial information.
Mitigation:
• Financial and accounting policies and controls are in place,
providing guidance to site finance teams.
• Financial and reporting control owners identified and with control
effectiveness self-assessment process under development.
• Internal audits of financial controls completed regularly.
Comment:
• Efficiency of financial control and reporting processes has been
improved through the completion of kaizens covering financial
close processes.
• During the year, detailed reviews of sales and employment tax
compliance were undertaken with third-party professional support.
• Enhanced controls over period end revenue recognition have recently
been introduced.
Outlook:
We expect this risk to reduce over time as enhanced reporting
requirements of our internal control framework become routine in
the business, and the number of ERP systems is reduced.
LTM
trend:
Strengthen
through
continuous
improvement
Link to strategy:
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Alignment with UN SDGs
Decent work and economic wealth:
We’ve launched a CI-based learning and development
programme (STAR Academy) that builds core skills in
resource efficiency across all levels of the business.
Industry innovation and infrastructure:
We’re streamlining operations through our footprint
optimisation workstream, designed to enhance
manufacturing output and eliminate inefficiencies.
Responsible consumption and production:
This is part of our operational excellence workstream,
focused on driving incremental improvements, boosting
efficiency and minimising all forms of waste.
Climate action:
We continue to advance our net zero commitment,
strengthen supplier engagement and deepen our
understanding of climate-related risks.
Peace, justice and strong institutions:
We implement rigorous mandatory training on our
Code of Conduct to foster a culture of integrity and
accountability throughout our organisation.
Sustainability
In a world marked by growing uncertainty,
increased global tensions and higher threats,
our work to protect lives matters more than ever.
Global tensions have risen by 40% over the past five years, with growing
conflict pushing national security to the forefront for global leaders.
1
Escalating insecurity, renewed conventional warfare, and CBRN threats
highlight the vital role of our protective products. What we do matters –
see page 3 for more.
Through our sustainability efforts, we support the UN Sustainable
Development Goals (UN SDGs), 17 global objectives aimed at ending
poverty, protecting the planet and promoting prosperity. We’ve identified
five UN SDGs that closely align with our focus areas by reviewing their
targets against our own.
In today’s geopolitical climate, UN SDG 16, peace, justice and strong
institutions, is increasingly seen as a key enabler of the broader
sustainability agenda. Companies like Avon Technologies plc are gaining
recognition for supporting this goal, driving a shift in investor sentiment
and a more open approach to defence holdings in ESG portfolios.
We recognise climate change as both a business challenge and
a potential driver of global conflict. That’s why we’re committed to
tackling it and continue to report climate-related financial risks in line
with global standards.
1.
Source: Berenberg Sustainability:
No Sustainability without Defence
– 23 June 2025
Our approach
Our strategy is built on three core pillars: People, Process and Product,
each supported by strong governance to ensure alignment and
accountability. Within these pillars, we’ve defined clear focus areas
that will guide us towards achieving our medium-term goals.
Progress in 2025
We’ve made strong progress across all our focus areas, with a major
push on our People pillar to build capability for future success.
A significantly higher engagement score confirms the impact of
our people-first approach; our teams are more empowered and
ready to drive change.
In 2024 we launched our CI culture and in FY25 this became
a key driver of sustainability progress, empowering employees,
fostering collaboration and sparking innovation. By encouraging
experimentation, CI helps ensure every process adds value across the
business. Examples of sustainability changes resulting from CI this year:
• Revamped our intercompany ordering process, cutting unnecessary
freight and shifting to lower-carbon transport options.
• Introduced pathways to help non-skilled workers upskill and secure
permanent employment faster.
• Reduced plastic and other waste sent to landfill by refining our
processes and adopting more sustainable practices.
• Implemented ergonomic improvements for operators, reducing
walking time between assembly lines, implementing one-piece
flow and enhancing workflow efficiency.
Vision
We want
Avon Technologies
to be a positive
force for good
Mission
To inspire small
actions which, together,
make a meaningful
difference
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Strategic report
Governance
Financial statements
Our sustainability focus areas
Process
Product
Governance
Focus areas
Build a growth mindset –
Strengthen our people’s skills and capabilities
by empowering teams to think differently,
challenge the status quo and collaborate to
solve problems. Everyone, no matter what
level, is encouraged to continuously improve
themselves and the business.
A safe and positive work environment –
We foster a culture of curiosity and continuous
improvement by learning through action,
where failure fuels growth, authenticity is
celebrated and every voice matters.
Supporting local causes –
We support our local communities by
engaging with causes near our sites that
matter most to our employees.
Highlights
• Launched STAR Academy, our new
learning and development programme.
All employees have participated in in-person
training focused on our Strengthen System.
• Introduced a new recognition programme
and certification programme aligned with
our CI behaviours.
• Relaunched our community giving
programme.
• Rolled out new communication tools to
give shopfloor employees greater access
to company news and updates.
• Achieved a significant increase in our
employee engagement score, and set
a new target of 80% engagement by 2030.
Focus areas
Continuous improvement –
The key to lasting, sustainable improvement
for our people, our business and the
environment.
Highlights
• Strengthen System launch and all-employee
training provided across the business. Over
360 employees have taken part in one or
more L3 (STAR) kaizens this calendar year
across the Group.
• We increased revenue per square foot of
utilised space by 43% in the year, closing our
Irvine, California facility and freeing up 9,000
square feet of total factory space in Avon
Protection across the US and UK to support
future expansion ambitions.
• Negotiated a renewable energy contract
for our Melksham facility which started in
September 2025.
Focus areas
Product development –
Staying at the forefront of mission-critical
protective technology that protects the
lives of those who protect us.
Quality –
Exceeding customers’ and end-users’ needs.
We protect lives – that means delivering to
the highest quality every day.
Highlights
• Nine new products were launched in Avon
Protection and Team Wendy this year which
provide entry into new markets for the
group and provide high levels of protection
with improved wearability for users.
• A key focus across the group is embedding
quality into our process (or JKK: Ji Kotei
Kanketsu in Japanese). The idea behind this
is that defective parts will never be passed
to the next operator in a one-piece flow
system and that defects are identified and
fixed immediately before moving to the
next stage.
Focus areas
Responsible business –
We do what’s right, using good judgement
to ensure we always do things we can be
proud of.
Highlights
• The Group is one of the first global
organisations to pass the CMMC L2
Assessment, which is now a contract
requirement to be a US DoW contractor.
• Revised our charitable giving policy to
provide clearer guidelines on the causes we
support and how they fit with our purpose
and values.
People
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Annual Report and Accounts 2025
76%
Employee
engagement score
Target of 80% by 2030
10
Lost time incidents
per 1,000 employees
Target 0
$140k+
Total donations
to charity
No set target
68%
Percentage of top 40
suppliers responded
Target to complete activity by the end of 2025
24%
Reduction in defects
against prior year
Target of 40% YOY
38%
Reduction in scope 1
and 2 carbon emissions
against baseline 2023
Target of 25% by 2028
(as a percentage of revenue)
43%
Increase in revenue per
square foot of utilised space
against 2024 baseline
Target 50% by 2027
45+
Number of charity and
community causes supported
No set target
4.3%
R&D expenditure as
a percentage of revenue
Target R&D spend 4–5% of revenue
9
Number of
product launches
No set target
Sustainability performance against medium-term targets
Sustainability
continued
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Strategic report
Governance
Financial statements
Build a growth mindset
In 2025, we launched STAR Academy, our new learning and development
programme designed to grow CI and leadership skills through experiential
learning and training. To support career progression and future growth,
we introduced a four-level CI certification, giving employees the chance
to celebrate key milestones along their learning journey.
Strengthen System
Strengthen System is the foundation of STAR Academy, introducing key
CI tools and helping employees see processes differently. It is our unique
approach to CI, tools and behaviours that we want every employee to be
part of. All employees completed the training, led by our business leaders,
and received an illustrated guidebook this year, and this is now part of
onboarding for all new starters.
Development programmes
We continue to run two year-long development programmes.
• The Professional Development Programme (PDP) is designed to identify
and support emerging internal talent, empowering them to contribute
beyond their current roles. Participants set personal development
goals and are paired with a leadership mentor for guidance throughout
the year.
• We continue to run a mentoring programme that pairs employees with
mentors to support their development and career goals. Open to all,
it offers personalised guidance and advice to help individuals grow.
A safe and positive work environment
Our success depends on our people. We’re committed to helping
everyone reach their full potential by recognising, encouraging and
developing talent across the business. Avon values equal opportunity and
upholds a zero-tolerance policy for harassment, bullying or discrimination,
as outlined in our Code of Conduct. We strive to foster a respectful
workplace and a positive, inclusive culture.
We value every voice and take a non-hierarchical approach to problem
solving, always guided by collective wisdom. When challenges arise,
we examine and improve the process, not blaming individuals.
This mindset isn’t reserved for CI initiatives; it’s a behaviour we expect
everyone to embrace in their everyday actions and decision-making.
This year, we focused on aligning CI with our values, helping employees
understand what CI looks and feels like when fully embedded, why it
matters, how it benefits both our people and customers, and how it
shapes the way we work together.
To support this, we ran employee focus groups to gather feedback on
values, behaviours and recognition. The feedback revealed that some
values weren’t clearly understood, and many employees struggled to
connect them to their day-to-day roles.
This year, 14 employees completed their PDP
year with a closing event at our Cleveland site,
attended by members of the Executive and
Leadership teams.
People
People are at the heart of our business. Through a culture of
continuous improvement, we empower employees to grow,
build skills and reach their full potential.
Using this feedback we launched our five FIERCE behaviours:
FIERCE about putting our customer first
FIERCE about growth mindset
FIERCE about experimentation
FIERCE about winning
FIERCE about respecting our people
These behaviours reflect the attitudes and priorities that will drive
our success as a CI business. We believe that at any level these are
achievable and can be related to any role or function.
#
FIERCE
58
Avon Technologies plc
Annual Report and Accounts 2025
FIERCE about respecting our people
Recognition
During FY25 we launched a new recognition scheme which is more
closely aligned with our CI ambitions. We have also continued to promote
our values using employee stories, leadership insights and branding on
site. This has helped us to raise awareness of the way we work and what
we expect of everyone who works for Avon.
Diversity
In 2025, we continued our female leadership employee-led resource
group (ERG), supporting discussion, networking and development for
women across the organisation. In October, Board member Maggie
Brereton joined as a guest speaker, sharing her career journey and offering
insights into overcoming challenges faced by women in leadership.
The graphic below shows the Group’s Board, Executive Committee and
SBU leadership by gender.
All employees
567
Leadership teams
which report directly
to the Executive team
11
Executive team
4
Board
4
All employees
415
Leadership teams
which report directly
to the Executive team
3
Executive team
3
Board
2
Across all employees, we have achieved a ratio of 42% female
representation (415 female; 567 male). Female representation across our
Executive Committee remains strong.
Our US sites report equal employment opportunities data annually to
the US Government under pay equity requirements. Affirmative action
plans are also in place which outline goals for women and minorities,
veterans and people with disabilities by establishment.
In accordance with the Equality Act 2010 (Gender Pay Gap Information)
Regulations 2017, Avon publishes its Gender Pay Gap Report.
Read more:
Gender Pay Gap Report
avon-technologiesplc.com
Health and safety
Achieving our goal of zero harm requires every individual to take
ownership of safety and actively engage in creating a safer workplace.
In 2025, we continued embedding our SQDIP metrics (Safety, Quality,
Delivery, Inventory and Productivity) across operations. We’ve progressed
from site-level tracking to value stream and cell-level visibility. Tier 1
boards and visual displays enable daily engagement, and some lines
now feature real-time metrics on screens. This fosters ownership of and
accountability for team performance.
Workplace safety is supported by mandatory training and robust policies.
We use online platforms to deliver timely updates on procedures, while
production staff receive role-specific safety and environmental training.
The table opposite outlines the Group’s observations, near-miss reports
and total lost time incidents. We prioritise proactive reporting to prevent
accidents and encourage employees to report unsafe conditions.
Safety and environmental issues are logged via paper or online
observation cards and addressed through our ‘Find It, Fix It’ approach.
During the year, we enhanced our observation process by introducing
QR codes and digital reporting at several sites. This has contributed to
a noticeable increase in the number of new observations raised. However,
a ramp-up in production across both business units, combined with
a significant rise in new starters, has also led to an increase in safety
incidents. To address this, we are planning to launch a new Group-wide
safety induction and onboarding programme in FY26.
In 2025, there were no work-related employee or contractor fatalities and
no major injuries (serious/life-changing).
2025
2024
Observations/near miss
1
1,183
934
Lost time incidents
2
10
5
1.
Observation/near miss – includes suggestions made by employees that are fixed or a work-related
incident where no injury or illness occurs, but which has the potential to cause these.
2.
Lost time incidents – an injury sustained by an employee that results in them being unable to
perform their regular duties, leading to them missing at least one full day (or shift) of work following
the day of the injury.
Well-being
We support the physical well-being of our employees through a range of
initiatives, including well-being resources in the US and opportunities to
engage in sports and fitness.
We promote mental well-being through our Mental Health Ally Network,
trained volunteers offering confidential support and guidance.
We also provide tailored advice and run seasonal campaigns, both locally
and globally, to support employees’ mental and physical well-being.
In May, teams across all sites took part in our global step challenge,
encouraging daily movement and mutual motivation. Steps were tracked
throughout the month, and each site celebrated participation with
a prize draw.
Employee engagement
• Improving employee communication was a key focus in 2025. We
launched a mobile app to keep everyone informed and connected,
with automatic translation for non-English speakers. It provides access
to key announcements, leadership insights and performance updates.
• In 2025, 76% of employees participated in our annual survey, offering
anonymous feedback on leadership, communication, recognition,
culture and development. This year, we refreshed both the survey and
action planning to prioritise team-level improvements.
• Results from the survey are presented to the leadership teams to enable
the teams to cascade the results and begin local action planning.
People
Sustainability
continued
Sustainability
continued
59
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Annual Report and Accounts 2025
Strategic report
Governance
Financial statements
Purpose:
To support the increased production needed in all our factories,
we are recruiting higher numbers of employees than ever before.
New production operators (both temporary and new hires) were
sometimes starting without consistent training or awareness of
company policies, safety procedures or job expectations, resulting
in inefficiencies, safety risks and limited labour flexibility.
Key findings:
The kaizen revealed a lack of structure in onboarding and identified
essential day-one information and training gaps. It also pinpointed
opportunities to streamline the conversion of temporary staff to
permanent roles.
Results:
A consistent half-day induction and structured on-the-job training
programme were introduced. The time to convert temporary
employees to permanent roles was reduced from over three weeks
to just two.
This year, 35 employees from across the Group participated in
a week-long immersive experience in Japan hosted by our CI partners,
Shingijutsu Global Consulting. The programme focused on hands-on
learning of CI tools and practices, with participants exploring
the Toyota Production System and touring factories to see kaizen
principles in action. Each day combined training with real-world
application, reinforcing our commitment to learning by doing.
This investment in our people marks an important step in accelerating
our CI culture. The programme not only deepened understanding
of CI methodologies, but also empowered participants to return
with actionable insights to implement, teach and embed across the
business. The momentum generated in Japan is already driving change,
helping us build a more efficient, agile and improvement-focused
organisation. Seeing the clear benefits and the impact this trip has had
on our team and processes, the programme will now become a more
regular initiative, offering even more employees the opportunity to
take part and contribute to our CI journey. The next trip is scheduled
for November 2025.
Case study
Case study
Cultivating success
through onboarding
Embedding continuous
improvement with
a global learning
experience
Strengthen through
continuous improvement
Strengthen through
continuous improvement
60
Avon Technologies plc
Annual Report and Accounts 2025
140 years of innovation
This year, Avon celebrated 140 years of
continuous innovation. To mark this special
occasion, we hosted a family fun day, inviting
employees and their families to learn about the
history of our business. With many employees
having family connections to the company, it
was a wonderful opportunity to share stories
and celebrate our heritage.
Partnering with Veterans in
Action (VIA)
This year, we partnered with Veterans in Action
(VIA) to sponsor their VE-80 overland expedition,
a commitment that went beyond funding.
VIA visited our site throughout the year,
engaging with employees and joining our
family fun day. Inspired by the connection,
our people rallied behind the cause, organising
their own sponsorships and fundraising efforts
beyond our initial support.
United by legacy
To mark our shared 140-year anniversaries,
Avon Protection and Team Wendy proudly
partnered with SSAFA, the armed forces charity,
at DSEI 2025 to host an evening reception
aboard HMS Belfast. The event celebrated
Avon’s enduring commitment to equipping
soldiers with life-saving protection in today’s
evolving threat landscape, alongside SSAFA’s
enduring commitment to supporting the
armed forces community. We were honoured
to welcome 140 guests, including customers,
partners, distributors and media, for a
memorable evening.
• Each site to have three CI Experts and 10 CI Champions
• Create a consistent and engaging onboarding and induction experience for all employees
• Global and consistent health and safety training
• Hold at least one additional Japan benchmarking tour and launch a new strategy training programme and an additional
10 STAR Academy courses
People: year ahead focus areas
1. Supporting causes that matter to
our employees
We support the charities and community
causes our employees care about through our
charitable giving programme, which enables
them to request donations. We value the
personal growth that comes from meaningful
involvement beyond the workplace.
2. Supporting causes that are local to
our sites and employees
Supporting local causes helps meet the
unique needs of our communities, creating
positive ripple effects for our employees
and the environment. Giving locally lets us
see the impact first-hand and build strong
community connections.
3. Community we serve
Being a defence supplier and an employer of
both reservists and ex-members of the armed
forces, we are passionate about supporting
this community.
Supporting local causes
Our employees continue to show remarkable generosity and commitment to supporting our local communities. This year, we relaunched our charitable
giving programme with refreshed focus areas, ensuring it reflects what matters most to our people and maximises the positive impact we can make
together. This year, over 45 unique charities and community causes were supported by our charitable giving programme.
We have three focus areas:
Sustainability
continued
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Strategic report
Governance
Financial statements
Continuous improvement
In FY25, CI played an increasingly vital role in driving sustainability
progress. As the first pillar of our STAR strategy, Strengthen through
continuous improvement, CI has become a catalyst for company-wide
change and is central to achieving key targets, including reductions in
greenhouse gas (GHG) emissions.
Efficient businesses can reduce costs, improve profitability and generate
lasting sustainable processes. By embracing CI, we can generate benefits
that will make our business stronger for the future by:
• Providing training opportunities linked to career development;
• Increasing job satisfaction and employee engagement;
• Ensuring a positive, safe work environment for all;
• Reducing environmental impact through improved use of resources; and
• Encouraging collaborations with suppliers and customers which
generate improvements across our value chain.
Maximising efficiency
In 2021, we committed to reaching net zero by 2045 through absolute
reductions in scope 1 and 2 emissions. We’ve since reaffirmed this with
a short-term target: a 25% reduction by 2028 (as a percentage of $m
revenue) against a 2023 baseline. In 2025, we reviewed carbon reduction
plans across all manufacturing sites to align with our five-year planning
process and support this goal.
Our carbon reduction strategy focuses on improving efficiency to meet
our short-term targets. Key activities include:
• Optimising our footprint by consolidating sites and improving efficiency
of heating, cooling and lighting;
• Upgrading facilities and equipment to enhance energy efficiency;
• Embedding CI, with regular kaizens to identify further efficiency gains; and
• Exploring emerging technologies and investment opportunities in
renewable alternatives to support scope 1 and 2 reductions.
Initiatives in 2025
During 2025 we have made progress on our carbon emissions target and
achieved a 20% absolute reduction in scope 1 and 2 emissions (location)
against 2023 by pursuing energy efficiencies across our business.
• We closed the Irvine, California site and consolidated helmet
manufacturing into Cleveland and Salem.
• We completed key facility upgrades, most notably replacing the roof at
our UK site.
• Kaizens have been conducted consistently across all sites, driving energy
efficiency by eliminating waste in various forms.
Purpose:
The UK site was incurring high air freight costs due to a push-based
production system that relied on forecasted demand. This led to urgent
shipments and inefficient double-handling of products between the
UK and US.
Key findings:
Our group goal is to move all production lines to one-piece flow and
ensuring 100% on-time delivery with no defects. Transitioning to a pull
system, where the UK site replenishes only when US inventory hits a
minimum buffer, enables more efficient planning. A fixed-time kanban
system was introduced to maintain optimal inventory levels, enabling
cost-effective sea freight instead of air, while also contributing to lower
carbon emissions.
Results:
The kaizen team reduced the overall internal freight costs to the
company by 30–35% annually. They also reduced 23 touch points
across the process, saving 526 hours of employee time costing
around $17k per annum.
Intercompany
freight between
UK and US sites
Process
A key focus of this pillar is embedding a continuous
improvement mindset throughout the business to
deliver incremental improvements.
Case study
Strengthen through
continuous improvement
62
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Annual Report and Accounts 2025
Energy use and carbon disclosures
Each site has a designated representative responsible for monthly
energy data collection, enabling ongoing monitoring and reporting
of carbon emissions.
Our energy consumption in FY25 was 22,216 MWh; of this, the UK
accounted for 32% of global energy use. This year we are reporting
a 1.5% increase in the Group’s energy use.
In FY25, we reported that our carbon emissions amounted to 5,567 tonnes
CO
2
e (location-based); of this, the UK accounted for 24%. We achieved
a 6% reduction in location-based scope 1 and 2 emissions since 2024.
Our market-based scope 2 emissions reflect the impact of our
sourcing decisions.
With a revenue of $313.8m, our emissions intensity figure has reduced
by 38% from 28.7 tonnes CO
2
e per $m of revenue (for scope 1 and 2
emissions) in 2023 to 17.7 tonnes CO
2
e in 2025.
Methodology
Data is compiled using the ‘operational control’ approach per the
Greenhouse Gas Protocol Corporate Accounting and Reporting Standard
and aligns with Streamlined Energy and Carbon Reporting. It covers the
12-month financial reporting period from 1 October to 30 September.
Overall consumption is based on invoice data for the reporting period,
with estimates used where invoices are unavailable by year end. One small
office’s emissions are estimated using carbon real estate monitor data for
heating and electricity per square foot for the years 2023 and 2024.
Scope 1 and 2 emissions are calculated using 2023 to 2025 UK
Government Conversion Factors and Department for Business, Energy
and Industrial Strategy (BEIS) methodologies. For US electricity, the latest
EPA eGRID factors are applied, 2023 being the most recent available for
2025 reporting.
We applied the carbon protocol data hierarchy to the market-based
method, using emissions factors from relevant tariffs or suppliers for
each applicable year. Where sites consume carbon-free electricity, this is
reflected in calculations. In the absence of specific data in the US, we use
the Green-e Energy Residual Mix Emissions Rate or location-based factors
when contractual information is unavailable.
Carbon-free energy is verified through emission-free certificates
managed by PJM’s Generation Attribute Tracking System, which ensures
integrity by preventing double selling. Avon Technologies purchased
certificates to cover 100% of energy load at one site starting in June 2023.
This arrangement ended with the closure of the Irvine site.
Scope 1 and 2 sources (location-based) have been divided by the annual
revenue to provide the intensity ratio (tCO
2
e per $m).
Scope 3 emissions
In FY23, we assessed the most relevant and influenceable scope 3
emission categories through a screening exercise based on influence,
size, sector guidance and data availability. We excluded categories
not applicable to our business model (e.g. category 14: Franchises,
category 15: Investments) and identified others with minimal impact
and impractical reporting requirements (e.g. categories 10 to 12:
Processing, Use, and End-of-Life of Sold Products).
Based on our assessment and EEIO modelling, purchased goods are
the largest contributor to our scope 3 footprint. We are committed to
enhancing disclosure of material scope 3 categories. Recognising the
challenges to collecting this information, the Board has agreed to
a delayed timeline for reporting these in full.
Greenhouse gas emission data (tonnes CO
2
e)
FY25
FY24
FY23
Scope 1
UK
540
793
942
Outside UK
1,512
1,172
1,418
Total
2,052
1,965
2,360
Scope 2
UK
771
869
1,280
Outside UK
2,745
3,094
3,347
Total
3,516
3,963
4,627
Scope 2 (market)
1
UK
1,272
1,099
1,366
Outside UK
3,003
2,716
3,173
Total
4,275
3,815
4,539
Total gross scope 1 and 2 (location)
UK
1,310
1,662
2,221
Outside UK
4,257
4,266
4,765
Total
5,567
5,928
6,986
Intensity measure
Tonnes CO
2
e (scope 1 and 2)
per $m of revenue
17.7
21.6
28.7
Energy consumption scope 1 & 2 (MWh)
UK
7,217
8,424
11,393
Outside UK
14,999
13,472
15,665
Total
22,216
21,896
27,058
1.
Market-based emission factors only include CO
2
.
Scope 3 emissions
Category (tonnes CO
2
e)
FY25
FY24
FY23
Fuel and energy-related activities
1
1,417
1,533
1,768
Waste generated in our operations
2
153
144
Business travel
3
1,333
910
1,207
Total
2,903
2,587
2,975
1.
Fuel and energy-related activities (average data method) – calculated using natural gas, electricity
and fuel consumption collected in scope.
2.
Waste generated in operations (waste type-specific method) – using invoices and consignment
notes for waste and water.
3.
Business travel data (distance-based method) – calculated using distance and class reported by our
travel management companies for air only.
Process
Sustainability
continued
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Annual Report and Accounts 2025
Strategic report
Governance
Financial statements
Environmental data
We maintain centralised reporting of water and waste, which allows
us to report Group totals for the period 1 October to 30 September.
See our website for details on our methodology.
Continuous improvement throughout the year has enhanced resource
efficiency and reduced waste. Regular kaizen activities have improved
operational KPIs, lowered scrap and defect rates, and identified
opportunities to reduce and reuse packaging.
Certification
We use environmental management systems to monitor, control and
continuously improve environmental performance across our sites.
This year, we celebrated our teams for sustaining ISO 14001 accreditation
at two sites, an achievement that highlights our employees’ ongoing
commitment to environmental excellence and best practices.
Environmental data
FY25
FY24
Water use (m
3
)
1
12,899
15,174
Total waste (tonnes)
2
828
941
Hazardous waste (tonnes)
28
36
1.
Covering municipal and drinking water used primarily for domestic purposes. This figure excludes
our Salem facility, where the data is not available but considered small.
2.
Total waste includes the reported production and non-production-related hazardous and
non-hazardous materials that are sent off site for disposal, treatment, reprocessing, recycling or
reuse by others. Only solid waste is taken into consideration.
Read more:
Methodology statement
avon-technologiesplc.com
Purpose:
The CBRN glove line faced a 26% reject rate and lost three shifts every
two weeks due to press tool maintenance. It also experienced material
part imbalances that disrupted production.
Key findings:
The kaizen team redesigned the assembly line to enable one-piece
flow and immediate defect detection, improving build quality. They
also introduced a weekly kanban system for critical materials with the
supplier to reduce waste and inventory, standardised operator work,
and optimised tool cleaning to reduce downtime.
Results:
The team improved right-first-time production from 74% to 96% and
reduced rubber inventory by 50%, significantly reducing scrap and
waste on this line.
Glove line
turnaround
• Encouraging more employees to join and complete
Level 1 (Just do it) and Level 2 (Team) kaizen activities
• Each site to progress SQDIP (Safety, Quality, Delivery,
Inventory and Productivity) operational KPIs vs
Strengthen System ambitions
Process: year ahead focus areas
Case study
Strengthen through
continuous improvement
Read more:
Read our Strengthen System ebook and training
avon-technologiesplc.com
64
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Product development
Innovation underpins the Group’s long-term success, enabling us to
develop advanced products that drive growth and consistently meet
the rigorous standards our customers expect.
We maintain strong customer relationships and integrate their feedback
throughout product development to anticipate future needs. Avon
Protection has secured co-funded programs with the US DoW and
UK Defence Science and Technology Laboratory (DSTL), while Team
Wendy is leading the way on research into traumatic brain injuries (TBI),
collaborating with university teams on the PANTHER project.
This year, our two brands united to launch a pair of innovative products that
seamlessly integrate respiratory and head protection technologies: the MITR
System by Avon Protection and the RIFLETECH helmet by Team Wendy.
• The MITR System marks our entry into the tactical half mask market,
bridging the gap between single-use masks and full-face respirators. Its
modular design offers adaptability for a wide range of operational needs.
• The RIFLETECH helmet is built to protect against powerful rifle fire while
staying lightweight and comfortable. It’s the result of years of experience
and close collaboration with those who face danger in the field –
designed to meet their needs without compromise.
Quality
Product safety and quality are central to everything we do. We employ a
robust set of tools to prevent, detect and manage quality issues, including
internal and supplier audits, root cause analysis and our ISO 9001:2015-certified
Quality Management System, implemented across all four manufacturing
sites. We also require suppliers to meet defined quality standards.
Our internal processes are built to ensure that every product we design
and manufacture performs reliably and consistently.
Many of our products are approved to customer industry safety standards,
which involves rigorous testing such as NIOSH, NFPA and CE. Our production
employees receive mandatory product safety training, and all our products
undergo internal safety and quality testing programmes. Where standards
require, external safety audits are conducted on our products.
Our vision is to achieve a just-in-time, one-piece flow system with quality
built in at every stage. In 2025, we enhanced visual management across
our facilities and implemented new on-line quality checks guided by
Ji Kotei Kanketsu (JKK) principles. By introducing clear quality criteria,
self-inspection and successive inspection, defects are identified and
resolved immediately rather than relying on inspection at the end of the line.
This process, once embedded into every line, will reduce defects, physical
waste and employee time and improve our products to the customer.
Standard work and operating procedures have been updated to
reflect these improvements. A reduction in scrap levels across our sites
demonstrates our ongoing progress in driving quality excellence.
Product
Our customers rely on our products to deliver protection
in high-risk, potentially life-threatening situations. As a
company, we deeply value the trust they place in us, and
this responsibility guides every aspect of how we design,
build, support, service and maintain our products.
Purpose:
The Lightweight Tactical Polymer (LTP) helmet assembly was
conducted across nine assembly work benches, supported by nine
operators, in batch assembly processes. The batch processes led to
long lead times and high work in progress (WIP) in the area. There
was also a lot of travel between inspection and packaging.
Key findings:
This kaizen improved the LTP helmet assembly by shifting from batch
production to single-piece flow. The new set-up is supported by takt
time, line balancing, kanban, SWIP (Standard Work in Process) and in-line
quality checks (JKK), making the process more efficient and consistent.
Results:
The kaizen reduced lead time from two days to 17 minutes (measured
as raw shell to packaged product). The team also implemented
a process whereby the operator inspects the previous operator’s
work following JKK principles.
Case study
From 2 days to
17 minutes: LTP helmet
lead time cut
Strengthen through
continuous improvement
• Roll out our new product introduction (NPI) process globally
• Ambitious NPI pipeline
Product: year ahead focus areas
Sustainability
continued
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Strategic report
Governance
Financial statements
Code of Conduct
Our Code of Conduct is a company-wide policy that outlines the
principles, rules and behaviours expected of anyone acting for or on
behalf of Avon. It requires full compliance with the laws and regulations
of the countries in which we operate.
To ensure alignment with our standards, all agents and distributors are
contractually bound to uphold the Code. Additionally, our separate
Supplier Code of Conduct sets clear expectations for responsible,
ethical and sustainable practices.
We support our employees through annual mandatory training
that covers key areas such as responsible use of company resources,
conflicts of interest, anti-bribery, respecting our people and identifying
unsafe situations.
We foster a culture of accountability by encouraging the reporting of
unethical, illegal or non-compliant behaviour through our confidential
‘Speak Up’ system.
The Code is reviewed periodically. This year, we refreshed its design and
are currently exploring ways to improve accessibility and understanding,
with updates to be included in upcoming mandatory training.
Anti-bribery and corruption
At Avon, we are committed to conducting all business with honesty,
integrity and ethical standards. We maintain a zero-tolerance approach
to bribery and corruption, and act professionally and fairly in all our
dealings and relationships.
Our Anti-Bribery and Corruption Policy outlines clear responsibilities and
provides guidance for employees and representatives on identifying and
managing situations where bribery or corruption may occur. This policy
is reinforced through mandatory annual training for all employees.
Modern slavery and human rights
At Avon, we are fully committed to upholding and respecting the human
rights of everyone working with or for us. We categorically reject all forms
of child labour, forced labour and modern slavery, and we will not engage
with any party that fails to meet these fundamental standards.
We maintain a zero-tolerance stance on modern slavery and are
committed to integrity in all business dealings, enforcing robust measures
to prevent its occurrence within our operations and supply chains.
In line with the UK Modern Slavery Act 2015, we publish an annual Modern
Slavery Statement. This statement reaffirms our dedication to preventing
modern slavery and human trafficking throughout our business and our
supply chain.
Whistleblowing
We are committed to fostering a culture where employees can speak up
without fear of retaliation. Our anonymous ‘Speak Up’ platform enables
reporting of potential breaches of the Code or related policies.
The Board oversees all matters raised, with regular updates provided to
the Audit Committee. Investigations are conducted with support from
site management, HR and legal as needed.
Supply chain
Our Supplier Code of Conduct and terms set out minimum requirements,
including the implementation of quality management systems. Suppliers
must meet these standards or present improvement plans and may face
increased audits.
We encourage suppliers to adopt their own employee code of conduct
and promote it throughout their supply chains; we also encourage them
to raise any concerns they may have.
Data and cybersecurity
We take the cultural shift towards greater security awareness seriously,
with business-wide support. This is reinforced through ongoing awareness
campaigns and annual mandatory training covering cybersecurity, critical
information and the Code of Conduct.
Our Chief Information Security Officer (CISO) leads Avon’s information
security programme, which is aligned with the updated NIST
Cybersecurity Framework (CSF). The programme prioritises current and
emerging risks while ensuring sustainable and efficient business processes.
Cyber risk assessments are conducted quarterly, and supporting policies
and procedures are reviewed at least annually. Our cybersecurity incident
response plan is tested annually with full stakeholder participation, driving
CI and meeting compliance reporting obligations.
To safeguard the integrity and confidentiality of sensitive customer data,
the programme ensures compliance with evolving standards, notably
Cyber Essentials Plus and CMMC. Both internal and external assessments
are performed annually to validate adherence.
In May 2025, we distinguished ourselves as one of the first global
organisations to successfully attain Cybersecurity Maturity Model
Certification (CMMC), a milestone that underscores our leadership in
safeguarding US DoW information. This certification not only affirms our
advanced cybersecurity posture but also reinforces our trusted status
as a strategic partner for new and renewed US Government contracts.
Our early achievement reflects our commitment to operational readiness
in a rapidly evolving threat landscape.
Management of third-party cyber risk is a growing risk which we are
taking very seriously. We are increasing our focus to reduce its risk, which
will include regular third-party risk assessments to ensure we prioritise
risk mitigation.
Governance
We conduct business in a responsible and ethical manner.
Read more:
• Code of Conduct
• Anti-Bribery and Corruption Policy
• Modern Slavery Statement
avon-technologiesplc.com
Governance: year ahead focus areas
• Roll out refreshed employee handbook, onboarding
and induction materials
• New Code of Conduct and training to be created to
improve accessibility and understanding
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Task Force on Climate-related Financial Disclosure (‘TCFD’) Report
TCFD compliance statement
Avon Technologies plc has made climate-related disclosures broadly consistent with the four TCFD recommendations (2017
1
), in compliance
with the requirements of the FCA’s Listing Rules. This includes consideration of section C of the TCFD recommendations ‘Metrics and Targets –
Guidance for all sectors’, (page 22). We are making good progress in delivering the disclosures required and our reporting is consistent with
nine of the eleven recommended disclosures.
We continue to develop and improve our data collection and reporting of scope 3 emissions. In FY25 we report scope 1 and 2 with aspects of
scope 3. FY25 reporting does not include full scope 3 emissions disclosure due to limitations in data relating to certain parts of our operations
and our value chain.
2
The limitations mean that the reporting of any estimates of scope 3 emissions would be impracticable and inappropriate.
(This statement is made with due regard to (i) the goals of TCFD (and IFRS-ISSB) to provide credible and decision-useful sustainability-related financial
information to the financial markets, (ii) IFRS S2 para B38 seeking a faithful representation of reasonable and supportable information at the reporting
date without undue cost or effort, and (iii) with due regard for Principle 6 of TCFD (2017) on data quality and reliability. Further, we only disclose cross-
industry climate-related metrics that are deemed relevant.
3
Our highest governance body, the Board of Directors, supports the current disclosure.)
TCFD
Our approach to climate-related risks and opportunities
Governance
Board oversight of climate-related risks and opportunities
The Board oversees and has ultimate responsibility for climate-related
risks and opportunities. Our CFO, Rich Cashin, is the Executive Director
with delegated responsibility for overseeing sustainability, which
includes climate-related risks and opportunities.
Once a year, the Board is presented with the Group’s sustainability
disclosures containing the assessment of climate-related risks and
opportunities. This also includes the complete set of emissions data,
performance against targets and proposed changes to our sustainability
strategy and targets, where relevant, for review and approval to
publish externally.
During the year, the Board of Directors agreed the decision to delay full
scope 3 reporting until FY27 or later, noting the complexities of data
collection for some categories. We continue to develop and improve
our data collection and reporting of scope 3 emissions and recognise
that the external models, methodologies and data used in relation to
our greenhouse gas emissions management, relevant scenario analysis
and strategic planning are subject to certain limitations. We apply the
precautionary principle in our approach to sustainability risk management
as a result.
Some specific risk and sustainability oversight, including climate change,
is delegated to its committees, as highlighted below.
Audit Committee
The Audit Committee is principally responsible for overseeing our
Group risk framework, including the effectiveness of the management
of climate-related risks and opportunities.
The Audit Committee reviews our Group’s risks, including climate-related
risks and opportunities, twice per year and approves the principal risks
presented on page 46 to 53.
Remuneration Committee
The Remuneration Committee reviews policies and packages, including
considering the suitability of establishing greenhouse gas emissions and
other sustainability targets in the executive remuneration structure.
Management’s role in assessing and managing climate-related
risks and opportunities
Steering Committee
To ensure a centralised approach to sustainability, a Sustainability Steering
Committee (‘Steering Committee’) was established in 2022, chaired by
our CFO. The Steering Committee, comprising leaders from across the
business, including members of the leadership team, has met twice during
the year to discuss pertinent issues and has oversight of all sustainability
activities, including managing and accessing aspects of climate-related
risks and opportunities. The Steering Committee is responsible for the
implementation and advancement of our sustainability strategy; making
recommendations to the Board; and communicating with the Board
and management teams to ensure they are updated regularly on all
key matters relevant to climate-related issues.
Leadership team
The leadership team is responsible for integrating risk management into
the business, ensuring climate-related risks are considered. Members
are responsible for identifying, assessing and managing risks within
their divisions and reporting twice a year on key risks and opportunities,
including those related to climate change. They also provide divisional
insight into aspects of climate risk and opportunities.
Beyond risk management, the leadership team oversees the execution
of our sustainability strategy through strategic priorities. This includes
driving reduction plans to meet our greenhouse gas emission targets.
During 2025, leadership teams took part in a strategy event led by
3HORIZONS which started with a pre-mortem to identify vulnerabilities
in the strategy. Our strategy has been developed as an output of this;
it aims to mitigate risk and is fully integrated into our business plan,
strategic priorities and performance measures.
Sustainability and EHS function
Environmental, Health and Safety (EHS) representatives at each site
oversee climate-related matters on a day-to-day basis, ensuring
greenhouse gas data is centrally reported. The sustainability lead provides
updates to the Steering Committee and leadership team to keep
sustainability progress visible and on track.
1.
Also with reference to IFRS S2 IFRS® Sustainability Disclosure Standard Climate-related Disclosures (July 2023).
2.
Please note, we report scope 1 and 2 emissions along with some scope 3 emissions in our Streamlined Energy and Carbon Reporting, found on page 62.
3.
We have reviewed the relevance of cross-industry related recommendations in TCFD fig. 1 and fig. 2 (pages 8–9), tables 1 and 2 (pages 10–11), table in subsection d. (Part C, page 22), and IFRS S2 paragraphs 10,
22 and 29(e)(f); we concluded that climate change metrics associated with transition risks, physical risks, climate-related opportunities, capital deployment and internal carbon prices are not applicable.
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Strategic report
Governance
Financial statements
Insignificant
Low
Medium
High
Transitional
Strategy
Climate-related risks and opportunities identified over the
short, medium and long term
We determine climate risks that could have a material financial impact
through our Group risk management framework (see page 46) and
a separate climate risk review exercise.
We utilise divisional risk registers alongside relevance to strategic
priorities to help determine materiality of climate-related risks and
opportunities across the Group. These risks and opportunities undergo
further analysis, culminating in our Climate Risk Register, which evaluates
their potential financial impact across selected time horizons and under
various climate scenarios.
Avon uses certain time horizons for assessing climate-related risks and
opportunities: short (2026 to 2030), medium (2030 to 2035) and long
(2035 to 2050). The basis for the time horizons is to align with financial
and planning periods: short being five-year business planning, medium
being alignment with multi-year contracts and long aligning to Avon’s
commitment to be net zero by 2045 by reducing absolute scope 1 and 2
GHG emissions.
Our climate-related risks and opportunities shown in the table below
are relevant to the Group and account for both operating divisions.
The results of the assessment indicate that the Group’s material risks
remain unchanged from 2024. However, we have modified the financial
impact relating to resource efficiency to reflect the positive results we
are seeing from CI (see page 19).
Category
Description
Potential financial impact
Strategic response
Policy and legal
(Risk) Carbon
pricing and
taxation
The introduction of taxes or other
costs associated with GHG-emitting
fuels and operations may result
in increased cost of products and
services both purchased and sold
by Avon.
Under the SPP1-2.6 scenario, carbon
pricing is expected to reach ~$100
per tonne of CO₂ by 2045, rising
further to a peak of $242 by 2080.
Under SPP5 this is expected
to remain at $0 per tonne of
CO
2
through to 2100.
See our scenarios on page 69.
Primary potential financial impact:
Increase in operating costs via taxes
and levies for energy and fuel use.
Short
term
Medium
term
Long
term
Scenario with greatest
financial impact:
<2˚C
We continue to see positive progress on our
short-term GHG emissions target and report on
this annually, which will ensure we stay on target
to meet our net zero commitment and reduce our
exposure to this risk.
We recognise that responsibility sits with our supply
chain to manage their own GHG emissions. In 2025
we continued our efforts to request energy use and
carbon emissions information from key suppliers to
increase visibility and influence our suppliers to take
appropriate steps to mitigate risk. We continue to
negotiate fixed price protection and price escalation
clauses to ensure we remain profitable over the
duration of contracts with suppliers and customers,
where appropriate.
(Risk) Regulation
and policy burden
and exposure
to litigation
ESG policies, strategy and
performance are considered by
external stakeholders. Failure to
manage stakeholder expectations
relating to climate-related issues
may result in fines and reputational
damage and limit our access
to investment.
Primary potential financial impact:
Greater regulatory requirements
result in additional operating costs.
Short
term
Medium
term
Long
term
Scenario with greatest
financial impact:
<2˚C
We continue to monitor emerging policy and
regulations and utilise experts in sustainability and
climate matters to advise our team where additional
support is required. Our sustainability strategy
enables us to prioritise the issues that matter most
to our stakeholders and are relevant to our business.
By focusing on these priorities, where we believe we
have the greatest positive impact, we aim to prevent
any negative impact from lack of access to debt or
equity funding.
Technology
(Risk) Shift to
low-carbon
technologies
Decarbonisation of our operations
to meet our net zero commitment
may require additional investment
to transition equipment and
infrastructure to lower-emission
technologies.
Primary potential financial impact:
Capital expenditure required to
reduce emissions and switch
energy sources.
Short
term
Medium
term
Long
term
Scenario with greatest
financial impact:
<2˚C
As a business, we recognise that efficiency is the
most effective driver of carbon emissions reduction
and will reduce our exposure when we come to
seek alternative ways to decarbonise our operations.
In 2025 we have continued to drive reductions in
energy use through footprint optimisation, facility
upgrades and CI initiatives.
We continue to monitor the market for emerging
technologies and related investment cases for
renewable alternatives. During 2025 we negotiated
a renewable electricity contract for our site in
Melksham to commence in the next financial year.
Summary of climate-related risks and opportunities
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Category
Description
Potential financial impact
Strategic response
Market
(Risk) Changing
customer
requirement
s
Government policies and climate
change awareness are beginning to
alter the bid and tender processes.
Changing customer preferences and
sensitivity to environmental factors
could mean our existing technology
is unable to meet requirements set
in new bids or contracts.
Primary potential financial impact:
Shift in customer requirements
results in loss of revenue and early
retirement of products.
Short
term
Medium
term
Long
term
Scenario with greatest
financial impact:
<2˚C
We maintain close relationships with customers,
including working collaboratively on research and
development programmes, to understand customers’
future requirements and ensuring these are factored
into product development at the earliest stage. In
2025 we secured several new R&D contracts across
both divisions; find out more on pages 38 to 44.
We have secured long-term contracts within both
divisions for our existing products and services,
which means the impact on our short-term strategy
and financial planning is insignificant.
Resource
efficiency
(Opportunity)
Continuous
improvement
Improvements in energy efficiency
and reduction in waste will generate
savings in raw materials and energy
costs and reduce GHG emissions.
Primary potential financial impact:
Reduced reliance on fossil fuels and
material consumption efficiencies
result in reduced material and
production costs.
Short
term
Medium
term
Long
term
Scenario with greatest
financial impact:
<2˚C
CI is integral to our business model and strategy.
In 2025 we launched our Strengthen System training
for all employees to embed a culture of continually
improving processes and people. We continue to set
ambitious stretch goals across all sites to challenge
our team to achieve efficiency gains and reduce
waste through innovative solutions.
In 2024, we achieved a 19% absolute reduction in
Group energy usage compared to the previous
year. We continue to realise the benefits of these
improvements across our operations.
Transitional
Physical – acute and chronic – changing weather patterns and extreme weather events
Category
Description
Potential financial impact
Strategic response
(Risk) Disruption
to operations
Operational exposure to extreme
weather events such as heatwaves,
fires, high winds and flooding varies
depending on the particular hazard
and site. Extreme weather may
reduce productivity and/or result
in costs to repair damage.
Both scenarios anticipate changes
to the occurrence of extreme weather
and physical risks arising from climate
change. Exposure to site-specific
physical risk is anticipated to be
greater under the high scenario of
SSP5–8.5. See page 71 for more details
on physical risks at our sites.
Primary potential financial impact:
Loss of revenue while sites are not
fully operational, higher insurance
premiums to mitigate potential
loss of profit or repair costs.
Short
term
Medium
term
Long
term
Scenario with greatest
financial impact:
>2˚C
All sites comply with and adhere to local climate-
related public instruction and guidance, and have
suitable insurance cover and business continuity.
Several of our sites have storm shelters. We carry
out preventative maintenance across our sites and
undertake drills on emergency procedures.
We monitor sites’ exposure to extreme weather
using insights from engineering visits and third-
party tools, which are conducted and managed by
external specialists. This helps us assess short- and
long-term physical risks related to climate change.
(Risk) Disruption to
supply chain and
access to materials
Our supply chain could become
susceptible to climate-related
disruption, which may impact our
access to raw materials and ability
to deliver customer orders.
Primary potential financial impact:
Loss of revenue through delays to
production, increased costs when
obtaining alternative supplies
of material.
Short
term
Medium
term
Long
term
Scenario with greatest
financial impact:
>2˚C
There is a low risk that climate change could disrupt
our supply chains in certain locations or disrupt our
ability to source products. However, we continue
to put in place alternative sources for raw materials
used in key products to mitigate risk from the loss of
critical suppliers and look to dual-source as part of
new product approvals.
Insignificant
Low
Medium
High
TCFD
continued
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Annual Report and Accounts 2025
Strategic report
Governance
Financial statements
Category
Description
Potential financial impact
Strategic response
(Opportunity)
Increased demand
Increased occurrence and severity
of natural hazards associated with
climate change may impact the
global security environment and
demand for our range of protective
equipment within existing and
new markets.
Primary potential financial impact:
Increased sales opportunities for
our existing products with new
and existing customers.
Short
term
Medium
term
Long
term
Scenario with greatest
financial impact:
>2˚C
We believe there are opportunities for increased
demand within both climate scenarios and continue
to invest in research and development so we are
well placed to deliver innovative solutions. In 2025,
as an example, we launched MITR, which bridges
the gap between single-use masks and full-face
respirators, offering scalable protection for low-
to mid-level threat environments.
We see an opportunity within a >2˚C scenario for
our enhanced protection solutions as a result of a
shift to more levels of people working in dangerous
environments such as search and rescue. We also
recognise there is an opportunity to lead innovation
through the development of lower-impact products,
where these do not compromise on performance
or capability, particularly under a <2˚C scenario.
Given the durability of our products, we’re exploring
aftermarket sales and servicing to extend the
lifespan of our products further.
The impact of climate-related risks and opportunities on the
organisation’s businesses, strategy and financial planning
Our climate-related risks and opportunities identified in the table above
are reflected in our strategy and financial plans.
Climate change is considered in the overall view of our current assets
and infrastructure and the assessment of climate-related metrics would
be undertaken in any future acquisition and divestment targets where
material and relevant information is available.
Financial planning process
We carried out an impact assessment for climate risks and opportunities
on the Group, considering inputs from SBUs. This identified the related
primary financial metric and impact thereon, as summarised in the
table starting on page 67. We recognise that climate-related risks and
opportunities can have financial impact on revenue, cost and expenditure.
The related impact on financial reporting estimates and judgements is
summarised on page 131.
Resilience of the organisation’s strategy, taking into consideration
different climate-related scenarios, including a 2˚C or lower scenario
Approach to scenario analysis
TCFD recommends the use of climate scenarios to assess the resilience
of businesses to climate change. Avon uses scenario analysis to assess
potential risks and opportunities related to climate change, and their
resulting impact on Group strategy and financial planning.
In 2022, we received technical advice to help select appropriate climate
scenarios and have since applied these to our climate-related risks and
opportunities to assess their impact on key financial metrics. In 2025 we
updated the climate scenarios to reflect a broader range of greenhouse
gas, air pollutant and socio-economic factors. The scenario includes
qualitative elements on population, carbon pricing and GDP. This helps to
deepen our understanding of the business resilience to climate change
and we continue to look for further opportunities to refine our approach.
1.
Shared Socioeconomic Pathways (SPP) are climate change scenarios of projected socioeconomic global changes up to 2100 which have been developed by the International Panel on Climate Change (IPCC)
and outlined in their IPCC Sixth Assessment Report on climate change in 2021.
Overall, the Group has assessed the potential impact of climate change to be low in the short term (to 2030). Beyond 2030, although there are
potential costs associated with climate change, these are balanced with significant opportunity for increased demand for our protective products
in a changing global security environment.
Our climate scenarios
Our two climate scenarios (Shared Socioeconomic Pathway (SSP) 1
Sustainable development and SSP 5 Fossil-fuel development), align
with TCFD guidance. These scenarios use economic constraints to
determine levels of radiative forcing resulting from the scenario.
• <2°C informed by SSP
1
1–2.6. Under this scenario, GHG emissions
are cut severely, but not as fast, reaching net zero after 2050, which
helps to limit global warming to a projected rise of 1.8°C by 2100.
Societies switch to more sustainable practices, with focus shifting
from economic growth to overall well-being.
• >4°C informed by SSP
1
5–8.5, which is an extreme physical risk
scenario. Under this scenario the global economy grows quickly,
but this growth is fuelled by exploiting fossil fuels and energy-
intensive lifestyles. There is no additional action policy or regulatory
intervention, which leads to projected rise of 4.4°C by 2100.
We have made the following assumptions:
• Avon Technologies business activities will be static over time.
This means impacts have been considered for the existing
operating model, current locations and product portfolio.
• Mutual exclusivity has been assumed for each risk and scenario
when in reality they may occur in parallel (aggregated) or offset
each other.
• No action has been taken by Avon Technologies to mitigate or
limit the impacts of each risk.
Resilience statement
The output of forward-looking scenario analysis indicated that transitional
risks could have a greater impact in a <2°C or lower scenario. The Group’s
focus on streamlining processes, optimising resources and embracing
innovative solutions through CI will help the business build resilience
to the effects of policy, legal, technology and market risk. This will also
provide Avon with the opportunity to maximise potential cost savings.
Physical – Acute and chronic – changing weather patterns and extreme weather events
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The potential impact of physical risks could be more pertinent in the
>4°C scenario. Each site is sufficiently insured for the physical risks it is
exposed to.
We have strong relationships with customers and are well positioned to
maximise opportunities in increased demand offered by both scenarios.
The impact of climate change on costs is not expected to be material,
after considering the strategic response we have in place and the potential
opportunities which manifest under both scenarios. We recognise that
scenario analysis will develop over time and we will continue to monitor
and update as understanding evolves.
Risk management
Processes for identifying, assessing and managing
climate-related risks
An extensive list of climate-related risks and opportunities relevant to
Avon have been identified using data sources such as climate change and
relevant sector literature, peer review and TCFD guidance. In 2022, this
exercise was supported by external consultants. Taking into account the
regulatory environment, customer preferences and government policies,
these sources are revisited and the list is updated where required.
Leadership teams identify and assess their own risks and opportunities in
line with the risk management framework, including climate-related risks
and opportunities; see page 46. We apply a bottom-up risk assessment
approach; risk scores are used to assess likelihood and impact (taking into
account both financial and non-financial implications of a risk crystallising).
This ensures risks are relevant to the Group.
We use divisional risk scores, alongside strategic priorities, to identify
climate-related risks and opportunities for scenario analysis. This process
helps to determine materiality and informs our strategic response.
Identified risks and opportunities are captured in the Climate Risk
Register and undergo annual scenario analysis.
Our overall approach ensures Avon prioritises resources in managing
the most material climate-related impacts relevant to Group, while still
having oversight of the impact across our two divisions.
Integration of process for identifying, assessing and managing
climate-related risks into the organisation’s overall risk
management framework
Since 2022, climate-related risks and opportunities have been integrated
into our divisional risk registers. Climate-related risks are identified,
managed and embedded within the Group’s overall risk management
framework. While ‘Sustainability’ was reported as a principal risk last year,
it did not come out as a top risk this year due to a shift in sentiment.
We do remain committed to our sustainability targets and there have
been no changes in how climate-related risks and opportunities are
being managed.
Principal risks are reviewed by the Audit Committee twice a year;
see page 88.
Metrics and targets
Scope 1, scope 2 and, if appropriate, scope 3 greenhouse gas
(GHG) emissions and the related risks
We report our scope 1 and 2 with aspects of scope 3 emissions, in
compliance with Streamlined Energy and Carbon Reporting, which
can be found on page 62. In 2025, we determined that a delay to full
scope 3 reporting was necessary due to limitations that still remained in
our data, but we still intend to develop our data collection and reporting
of scope 3 categories.
Metrics used to assess climate-related risks and opportunities
Targets used to manage climate-related risks and opportunities and
performance against targets
The below table illustrates the metrics we have selected to measure our
climate-related risks and opportunities. We have selected these as the data
is readily available, comparable and relevant to the climate-related risks
and opportunities facing Avon.
We continue to oversee other environmental metrics such as water and
waste in line with stakeholder expectations; this can be seen on page 63.
In 2023, the business agreed short-term sustainability targets, which was
an important step in addressing climate-related risks and opportunities.
These targets also support our long-term target of being net zero by
2045 by reducing absolute scope 1 and 2 GHG emissions. These targets
are aligned with our overall business objectives; however, they have not
yet been assessed for alignment with sector-specific decarbonisation
pathways. We monitor carbon reduction plans at each site and have
set appropriate targets which enable us to monitor their progress.
Our STAR strategy sets clear accountability for our Executive Committee
and its leadership teams by establishing strategic priorities, the delivery
of which is incentivised through our bonus scheme. Sustainability and
climate-related objectives are embedded within our strategic priorities,
such as footprint optimisation, rather than stand-alone. Note that a portion
of Executive Director bonus this year is attributed to the delivery of ESG
targets, as set out on page 95.
Climate-related target
Target
Progress in 2025
Metric
Link to material climate risk
Reduce scope 1 and 2 GHG
emissions by 25% (% of revenue)
2028
(base year 2023)
38%
(2024 – 25%)
Tonnes CO
2
e/
$m revenue
Carbon pricing and taxation
Net zero GHG emissions,
scope 1 and 2
2045
(base year 2021)
5,567
(2024 – 5,928)
Tonnes CO
2
e
Regulation and policy
burden and exposure
to litigation
Reduce defects by 40% annually
2
2030
(prior year 2024)
24%
(2024 – 54%)
Scrap ($)/Revenue
Resource efficiency
Screen our top 40 suppliers against
enhanced sustainability criteria
1
2025
68%
(2024 – 33%)
Percentage of top 40
suppliers responded
Disruption to supply chain
and access to raw materials
We have considered cross-industry climate-related metrics and determine the disclosure of GHG emissions as described in Table-A2.1 to be the most
applicable to our business. Our disclosure can be found in full on page 62.
1.
Between 2024 and 2025, our supply chain engaged the top 40 suppliers by 2023 group spend to collect ESG data through a structured questionnaire. Since then, improvements to our supplier base
have rendered some of these suppliers either redundant or significantly reduced in spend. As a result, we redirected our efforts towards more relevant suppliers, resulting in 48 additional responses
beyond those captured from the original top 40.
2.
The scrap reduction target has been revised from a 60% reduction by 2027 to a 40% YOY reduction, aligning with the company’s Strengthen System ambitions.
TCFD
continued
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Strategic report
Governance
Financial statements
Physical risk assessment by site
We use third-party tools and methodology to review the exposure of our operations to physical risks arising from climate change. Detailed analysis
is prepared on our four manufacturing sites located in the UK and US. The analysis combines engineering site visits, natural hazard maps and global
climate model data. The climate model uses Representative Concentration Pathways (RCPs) low RCP 2.6 scenario and high RCP 8.5, which aligns
with our two scenarios, SSP1-2.6 and SSP5-8.5 respectively. Physical climate risks have been judged as either exposed or not exposed based on a
set criterion. Where the site meets the criteria in one or more of the climate scenarios, this has been deemed exposed. We have limited exposure to
four of the physical risks in the short to long term across all sites. We have identified some exposure to temperature, particularly under the RCP8.5
scenario. Extreme heat can cause thermal stress to equipment and increase the demand for cooling. These aspects may contribute to physical
damage or business interruption.
Timeframe
Extreme precipitation
Wind
Temperature
Drought
Sea level rise
Short (2030)
Long (2050)
Exposed
Not exposed
Non-financial and sustainability information statement
The table below illustrates where stakeholders can find information in respect of non-financial and sustainability matters, as required by the Companies
Act 2006.
We have a range of policies and guiding principles, some of which are published on our website, www.avon-technologiesplc.com, or summarised within
our Code of Conduct.
Topic
Our policies and guiding principles
Where to read more
Environmental matters and
climate-related disclosures
• Sustainability
• Health and Safety Policy
*
Introduction to sustainability: page 54
People/Process: page 57
TCFD disclosure: page 66
Employees
• Code of Conduct
**
• Careers Policy
**
• Gender pay gap reporting
**
• Employee engagement
• Respectful Workplace Policy
*
• Speak Up
*
• Health and Safety Policy
*
Stakeholder engagement: page 72
People: page 57
Governance: page 65
Respect for human rights
• Code of Conduct
**
• Modern Slavery Statement
**
People: page 57
Governance: page 65
Anti-corruption and bribery matters
• Anti-Bribery and Corruption Policy
**
• Gifts and Hospitality Policy
*
• Code of Conduct
**
• Supplier Code of Conduct
**
Governance: page 65
Social matters
• Charitable Giving Policy
*
• Code of Conduct
**
People: page 57
Business model
Business model: page 16
KPIs
Financial and non-financial KPIs:
page 28
Principal risks
Principal risks and risk management:
page 46
*
Available to employees via Avon Technologies plc intranet but not published externally.
**
Published on Avon Technologies plc website and available to employees.
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The Board acknowledges that positive interaction with all stakeholders is key to underpinning positive
engagement and helps to inform the decision-making on material issues. The table below sets out how
we engage with our key stakeholders.
2025 focus areas
Building continuous improvement capability and culture through
our Strengthen System.
Recruitment into Cleveland to support ramp-up in production.
Key 2025 measures
• Engagement score
• Number of employees trained on the Strengthen System
• Voluntary turnover
How we engage
• Engagement survey including team follow-up commitments
• Weekly newsletters, SharePoint, quarterly ‘coffee talks’, town halls and
new communication and CI walls
• Daily production floor update meetings
• Voice of Customer surveys to support investment and priorities for
supporting functions including IT and HR
Board engagement
• Members of the Board took part in engagement sessions across the
sites with employees, focused on sharing feedback and perspectives
• Received detailed engagement survey results and discussed feedback
and resulting action plan
• Executive and leadership team participation in kaizen events
• Larger group of employees invited for the financial results summary
from the CEO and CFO
2025 focus areas
To partner with customers, delivering products on time, to cost and of the
highest quality.
Key 2025 measures
• Customer feedback
How we engage
• New Head of Global Customer Experience appointed in Avon Protection
• Introduced CRM to streamline customer support and responsiveness
• Introduced ‘Headstrong’ customer events where customers get to trial
our helmet range in real life and test the products vs competition
• Field testing of new MITR half mask and goggles against live riot agents,
with video documentation to share with customers
• New Team Wendy website and Shopify platform to improve customer
experience
• Increased presence at DSEI 2025 to showcase group innovation and
technology focus
• New DoW development programmes with both business units
Board engagement
• Members of the Board attended DSEI and our joint SSFA reception event,
joining customer meetings and tours
• The Board has reviewed and had input into all R&D partnerships with
the DoW
• New Commercial sales strategy and customer outreach plan presented
Employees
Customers
Section 172(1) statement
Working with our stakeholders
Communities
2025 focus areas
Fostering meaningful community partnerships aligned with our focus
areas, where we believe we can make the greatest impact.
Key 2025 measures
• Charitable giving total
• Number of charities supported
How we engage
• Each site manages its own charitable giving budget and committee,
with employees able to nominate local charities for one-off donations
• Encouraging community involvement through volunteering, fundraising
and event participation
• Group donations
Board engagement
• The Board reviewed and commented on the refreshed community
committee structure, processes and guidelines. The Board ensured
this refreshed approach to community giving aligned with our Group
purpose, FIERCE values and behaviours
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Strategic report
Governance
Financial statements
2025 focus areas
Supporting our suppliers through collaborative kaizens, stabilising
production schedules and building strong partnerships to ensure consistent
quality, shorter lead times and smaller minimum order quantities.
Key 2025 measures
• Supplier reliability, flexibility and quality
• Number of supplier kaizens completed
• Supplier survey response rate
How we engage
• In FY25 we completed our first supplier kaizens, supporting our smaller
suppliers to embed CI principles into their processes, improving lead
times and quality and reducing the amount of inventory we are holding
• Provided with Supplier Code of Conduct, which sets minimum standards
and expected behaviours
• Supplier surveys
• Site visits and audits
Board engagement
• Supply chain was identified as a principal risk during the year and
reported through risk reviews to the Audit Committee
• Management oversight of specific issues with suppliers
• The Board reviewed and approved the Group Modern Slavery Statement
Suppliers
Purpose:
By collaborating with our supplier and sharing CI practices over this
four-day event, we aimed to identify opportunities to reduce premium
freight costs driven by last-minute orders, minimise scrap and eliminate
erratic planning across both organisations.
Key findings:
During the kaizen the team designed a future state for ordering,
centred around the kanban system. This streamlined approach
introduces greater stability and predictability for both Avon and our
supplier, improving production flow and reducing reactive planning.
Results:
In addition to the production flow benefits, the team, comprising both
Avon and supplier representatives, deepened mutual understanding of
each other’s processes and strengthened communication. The supplier
also gained practical kaizen tools, which they intend to apply within
their own operations to drive CI.
Case study
Partnering with
suppliers through
kaizen to improve
production flow
Strengthen through
continuous improvement
Investors
2025 focus areas
Delivering on our medium-term goals and guidance – increasing
confidence in execution and strategy.
Key 2025 measures
• Financial KPIs
• Operational KPIs
• Total shareholder return
How we engage
• We engage with investors throughout the year, with set roadshows
planned around the results, ad hoc US investor days and a new focus
on retail holders, with two Investor Meet company events and one retail
investor site tour in the UK at our AGM each year, giving retail investors
direct access to management
Board engagement
• Chair and Senior Independent Director meetings with shareholders
on request
• Chair and Chair of the Remuneration Committee reach out to all top
shareholders around remuneration updates and proposals
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Key Board Decisions
Examples of s.172 considerations in practice
This section provides some examples of the decisions taken or
implemented by the Board in 2025.
Cleveland ramp-up
S.172:
a, b, c, d, e, f
Action taken:
• Board requested a specific ‘Project Ramp’ created with project
management and regular updates
• Utilised resource from across the Group, including Kaizen Promotion
Office in Avon Protection
• Steering group and weekly tier-3 meetings with CEO and CFO
Outcome:
Long-term consequences
The Cleveland ramp-up forms part of our strategic shift from batch
to flow manufacturing, aiming to reduce work-in-progress, improve
productivity and enhance product quality. The Board has assessed
the long-term benefits of this transformation, including improved
operational efficiency, reduced scrap and rework, and faster time-to-
market for new products. These changes are expected to strengthen
our competitive position and support sustainable growth.
Interests of employees
The Board has prioritised employee engagement throughout the
Cleveland transformation. A dedicated kaizen programme has been
launched, supported by the STAR Academy and a CI recognition
roadmap. Employees are actively involved in site-level improvement
events, and the Board has committed to transparent communication
– emphasising that no layoffs will result from kaizen activities. This
approach fosters trust and empowers teams to contribute to CI.
Relationships with stakeholders
Stakeholder engagement has been central to the Cleveland
ramp-up. The Board hosted site visits for key investors, who expressed
strong interest in our CI journey. These interactions have helped
build confidence in our strategic direction and execution capability.
Additionally, feedback loops with the Executive team and CI leads
ensure that stakeholder concerns are addressed in real time.
Impact on the community and environment
The shift to flow manufacturing in Cleveland is expected to reduce
energy consumption and material waste. By eliminating end-of-line
testing and moving to in-line testing, we are streamlining operations
and minimising environmental impact. These changes align with
our broader sustainability goals and reflect our commitment to
responsible manufacturing.
Reputation for high standards
The Board recognises that product quality and delivery performance are
critical to maintaining customer trust. The Cleveland ramp-up includes
measures to improve first-time pass rates. These efforts are designed to
uphold our reputation for high standards and ensure that customers
receive reliable, high-performance products.
Acting fairly
Decisions have been guided by data, stakeholder input and a
commitment to equity across sites. The introduction of the kaizen
funnel and CI communication strategy ensures that all employees have
access to improvement opportunities and recognition, regardless of
role or location.
Employee engagement
S.172:
a ,b, f
Action taken:
• The Board reviewed the main themes from the employee
engagement survey and the resulting proposed actions
• A new project was supported to review the IT operating model to
provide better support for production and CI ways of working
Outcome:
Long-term consequences
The Board has recognised that sustainable performance depends on a
deeply engaged workforce. In FY25, Avon launched the STAR Academy,
a learning and development programme designed to embed CI and
leadership capability across all levels of the organisation. This initiative is
part of a broader transformation plan that includes succession planning,
career pathing frameworks and conflict resolution training. These
efforts are intended to build long-term resilience and leadership depth.
The Board also approved incorporating focus groups through
regular ‘coffee talks’ into our engagement strategy to better capture
evolving employee sentiment. This approach reflects a commitment
to long-term cultural health and adaptability.
Interests of employees
In 2025, to strengthen and broaden the Board’s engagement with
employees, the Board transitioned away from the designated Non-
Executive Director model. Instead, it integrated employee engagement
into its wider governance framework. All Directors actively participated
in initiatives such as coffee talks, kaizen report-outs and site visits,
including scheduled breakfast sessions in Cleveland and Salem.
The Board also reviewed results from the Employee Opinion Survey.
The relaunch of the Women in Leadership ERG and support for more
than 50 local causes further demonstrate the Board’s attention to
employee well-being and inclusion.
Acting fairly
The Board also reviewed the effectiveness of its engagement
mechanisms in line with the UK Corporate Governance Code, opting
for a more inclusive and decentralised model.
In addition, the Board’s annual evaluation included feedback on its
engagement practices, with Directors affirming that clearer strategy
and performance reporting improved their ability to challenge and
contribute effectively.
Section 172(1) statement
continued
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Governance
Financial statements
FY26 Strategy launch
S.172:
a, b, c, d, e, f
Action taken:
• Week-long strategy workshops with wider groups of employees
across each business unit
• Strategy workshops with the Board presenting proposals
• Updated proposals post feedback and budgeting process, including
communication and OKR cascade plans with employees
Outcome:
Long-term consequences
The FY26 strategy was designed to transition Avon Technologies
into a growth phase, with a clear ambition to strengthen operational
excellence, expand internationally and invest in innovation. The Board
assessed long-term consequences through scenario planning, market
analysis and quarterly OKR reviews. Strategic priorities such as launching
MITR, optimising the UK site and expanding rebreather sales were
selected to ensure sustainable margin improvement and resilience
against geopolitical and supply chain risks.
Interests of employees
Employee engagement was central to the strategy roll-out. The Board
supported a multi-channel cascade including printed leaflets, intranet
videos and more than 10 drop-in sessions across sites like Cleveland,
Cadillac, HPW and Poole. These sessions encouraged dialogue,
feedback and ownership, with each attendee asked to reflect on
how they could contribute to strategic goals.
Relationships with stakeholders
The Board ensured that stakeholder relationships were strengthened
through transparency and collaboration. Strategy materials were shared
with advisors and partners. Communications were tailored for different
audiences – with consistent messaging across platforms. The Board also
reviewed feedback from distributors and customers to inform product
roadmaps and operational priorities.
Impact on the community and environment
The FY26 strategy embedded sustainability into operational goals.
Initiatives included improving inventory turns and embedding
SQDIP metrics into carbon modelling. The Board also reviewed TCFD
disclosures and scope 3 emissions reporting, ensuring compliance with
FCA Listing Rules and alignment with IFRS-ISSB principles.
Reputation for high standards
The Board reinforced Avon’s reputation for high standards by
aligning strategy with customer expectations. Product launches
such as MITR and the new Voice Projection Unit were supported by
rigorous testing, clear communications and serviceability planning.
The Board also approved investments in engineering and software
capabilities to modernise legacy products and maintain leadership
in protective systems.
Acting fairly
Fairness was embedded in the strategy process through inclusive
communications, transparent decision-making and equitable access
to development opportunities. The Board reviewed employee
feedback via the global Engagement Survey and ensured that strategic
priorities reflected the concerns and aspirations of the workforce.
All sites received equal access to materials and sessions, and the
Board committed to quarterly updates on progress and impact.
Further information on how s172 has been applied by the Board can be found as follows:
a) The likely consequences of any decision in the long term
• STAR strategy: page 07
b) The interests of the company’s employees
• Business System: page 17
• Workforce engagement: page 72
c) The need to foster the company’s business relationships with suppliers,
customers and others
• Our strategy: page 07
• Governance: page 65
• Working with our stakeholders: page 72
d) The impact of the Company’s operations on the community and environment
• Sustainability: page 61
e) The desirability of the company maintaining a reputation for high standards
of business conduct
• Audit Committee Report: page 88
f) The need to act fairly between members of the company
• Working with our stakeholders: page 72
Governance
Contents
Governance
77
Our Board
79
Our Executive Team
80
Chair‘s Introduction to Governance
82
Corporate Governance Report
86
Nomination Committee Report
88
Audit Committee Report
91
Remuneration Committee Report
100
Annual Report on Remuneration
108
Directors’ Report
111
Adjusted Performance Measures
76
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Annual Report and Accounts 2025
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Strategic report
Governance
Financial statements
Our Board
Our business is led by our experienced Board of Directors, which
supports management to execute against the Group’s strategy.
Bruce Thompson
Chair
First appointed:
March 2020
Appointed Chair:
December 2020
Career and experience:
Bruce joined the
Board in March 2020. During his executive
career, Bruce was CEO of Diploma PLC,
the FTSE 100 specialised technical products
and services business, for over 20 years.
Prior to joining Diploma, Bruce was a Director
with the technology and management
consulting firm Arthur D. Little Inc., both in
the UK and the US. Bruce is also currently
the Chair of discoverIE Group plc.
Jos Sclater
Chief Executive Officer
First appointed:
January 2023
Career and experience:
Prior to being
appointed CEO in 2023, Jos spent three years
as Group CFO at Ultra Electronics plc, where
he led a value-creating profit improvement
programme. Prior to that, he was Group CFO at
Castrol Lubricants. Jos also spent seven years at
GKN plc in various roles, including Group CFO
and Director of Corporate Finance & Strategy.
He started his career as a qualified solicitor and
held in-house legal and M&A roles at ICI plc,
AkzoNobel N.V. and GKN plc.
Rich Cashin
Chief Financial Officer
First appointed:
April 2022
Career and experience:
Before joining Avon
Technologies plc, Rich was President, Strategy
and Corporate Development for Ultra Electronics
Holdings plc. Prior to this, Rich was Group
Head of Investor Relations and, subsequently,
a divisional Finance Director for Meggitt PLC and
held a number of investment and finance roles
at Rolls-Royce plc and UBS AG.
Bindi Foyle
Senior Independent Director
First appointed:
May 2020
Career and experience:
Most recently,
Bindi was Group Finance Director of Senior plc,
a manufacturer for the aerospace, defence, land
vehicle, and power and energy markets, having
served as an Executive Director since May 2017.
She joined Senior in 2006 as Group Financial
Controller before becoming Director of Investor
Relations and Corporate Communications in
2014. Prior to joining Senior, Bindi held senior
finance roles at Amersham plc and General
Electric, having previously worked with BDO
Stoy Hayward. Bindi now sits on the Board of
Hilton Food Group plc.
Bruce Thompson,
Chair
Bindi Foyle,
Senior Independent Director
Zoe Holland,
General Counsel and Company Secretary
Jos Sclater,
Chief Executive Officer
Victor Chavez CBE,
Non-Executive Director
Rich Cashin,
Chief Financial Officer
Maggie Brereton,
Non-Executive Director
Board membership key
A
Audit Committee
N
Nomination Committee
R
Remuneration Committee
Chair
I
Independent Director
N
N
A
R
I
I
R
N
A
R
N
I
A
R
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Victor Chavez CBE
Non-Executive Director
First appointed:
December 2020
Career and experience:
Victor has over
30 years of experience in the defence and
security sectors. His early career focused on
telecommunications and software before he
joined Thales UK in 1999. Victor was appointed
Chief Executive in 2011, retiring in 2020 having
successfully integrated and grown the business
during this period. In recognition of his services
to defence and security for the UK and France,
he was appointed a CBE in 2015 and a Chevalier
of the Legion d’Honneur in 2020.
Maggie Brereton
Non-Executive Director
First appointed:
April 2024
Career and experience:
Maggie is the
co-founder and CEO of EOS, a specialist
provider of deal advisory services. Prior
to founding EOS, Maggie was Head of UK
Transaction Services at KPMG, where she
also served as a Board member, chairing the
Audit Committee and sitting on the Risk and
Remuneration Committees. Maggie stepped
down from her role at KPMG in 2019.
Zoe Holland
General Counsel and Company Secretary
First appointed:
November 2024
Career and experience:
Zoe joined the
Group in October 2012 as Legal Counsel and
was appointed Deputy General Counsel and
Deputy Company Secretary in 2017. During
her time at Avon, Zoe has provided legal,
compliance, M&A and governance support for
all of the Group’s business units and is currently
a member of the Avon Protection leadership
team. Before joining Avon, Zoe trained and
qualified as a solicitor with TLT Solicitors.
Board gender diversity
Independence (%)
Female: 2
Male: 4
Board skills and diversity
Defence
UK and
Europe
North
America
Rest of
World
Finance
and legal
Capital
markets
and public
companies
Public
sector and
procurement
Leadership
in large
organisations
Operations/
production
Executive Directors
Jos Sclater
Rich Cashin
Non-Executive
Directors
Bruce Thompson
Bindi Foyle
Victor Chavez
Maggie Brereton
Sector
Geography
Experience
Non-Executive
(excluding Chair)
Executive
(including CFO)
2
3
Our Board
continued
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Annual Report and Accounts 2025
Strategic report
Governance
Financial statements
Our Executive Team
The executive team sets strategy, drives peormance and ensures the company has
the leadership, resources and accountability to deliver long-term success.
James Wilcox
President, Team Wendy
Joined:
March 2007
Career and experience:
Prior to his
appointment as President, Team Wendy in
2023, James was Chief Technical Officer and
a member of the Executive leadership team.
James joined the Group in 2007 and has held
several roles overseeing engineering, marketing,
business development, and sales and product
category management. Prior to his time at
Avon, James worked at Dyson Ltd, responsible
for new product development and transfer to
overseas operations.
Steve Elwell
President, Avon Protection
Joined:
April 2021
Career and experience:
Prior to Steve’s
appointment as President, Avon Protection in
March 2023, he held the role of Vice President,
UK & International for two years. Steve joined
Avon Protection from Teledyne Technologies
where he was Vice-President and General
Manager for the RF Power organisation,
providing strategic and operational leadership
of the business across its global footprint.
Prior to his role in Teledyne, Steve worked in
a variety of strategic and business leadership
roles at both QinetiQ and BAE Systems, where
he developed new and innovative approaches
to business growth as well as delivering on
major international campaigns.
Gabriella Colley
Corporate Affairs Director
Joined:
April 2024
Career and experience:
Gabriella brings over
15 years of experience in investor relations,
financial PR and corporate communications.
She led communications at Ultra Electronics
during its rebrand and £2.6bn acquisition, and
held senior roles at Majestic Wine and Just Eat,
building expertise across investor strategy, PR
and crisis communications. She began her career
in financial PR, supporting IPOs and M&A deals.
Kate Vizmeg
Group HR Director
Joined:
September 2023
Career and experience:
Kate joined the
Group in September 2023 as HR Director for
Team Wendy and was appointed Group HR
Director in November 2024. Kate has over
15 years of HR/business operations experience
and joined Avon Technologies plc from
Redwood Living, a high-growth real estate
company, where she was EVP of Human
Resource and Continuous Improvement.
Kate Vizmeg,
Group HR Director
Steve Elwell,
President, Avon Protection
Gabriella Colley,
Corporate Affairs Director
Jos Sclater,
Chief Executive Officer
Rich Cashin,
Chief Financial Officer
Zoe Holland,
General Counsel and
Company Secretary
James Wilcox,
President, Team Wendy
See
p77
See
p77
See
p78
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Annual Report and Accounts 2025
Chair’s Introduction to Governance
Integrity at the core
As a Board we recognise the fundamental
importance of ensuring robust governance
practices are implemented and followed in
order to promote the long-term sustainable
success of the Company, generate
value for shareholders and contribute
to wider society.
Bruce Thompson
Chair
The Board remains dedicated to upholding strong
governance principles that safeguard the long-term
interests of all stakeholders, while fostering a culture
of integrity, openness and accountability.
Dear Shareholder
I am pleased to present our Corporate Governance Report. This report
outlines our governance framework and procedures, provides an overview
of the work undertaken by the Board and its Committees, and explains
how the Board assessed its effectiveness in 2025. As a Board, we remain
firmly committed to maintaining high standards of governance that
promote the long-term sustainable success of the Company, create
value for shareholders and contribute to wider society.
Stakeholder engagement
The Board recognises its obligation to ensure effective engagement
with both its internal and external stakeholders, to understand their
differing perspectives and to ensure their interests are considered in
Board discussions and decision-making. While we understand the
importance of balancing all stakeholder views, this year we have sought
to enhance the mechanisms under which we engage with and receive
feedback from our employees, including additional in-person town
hall meetings and site visits with dedicated coffee talks, where direct
engagement with the Board is encouraged. As Chair, I have also engaged
with our major shareholders at various points during 2025 to understand
their views and have ensured that these are communicated to the Board.
Details of stakeholder engagement activities during the period are
outlined on pages 72 and 73.
Purpose and culture
We are an organisation made up of over 900 people based in five locations
around the UK and North America. Our people bring a rich diversity of
backgrounds and expertise, working across a broad portfolio of products
sold into a variety of markets. What unites us is our common purpose:
Protecting lives. This is the thread that runs through everything we do and
forms the foundation of our culture and values. The Board recognises the
importance of setting the right tone from the top and embedding this
consistently throughout the Group. Alongside the Board, the Executive
Committee plays a key role in ensuring that the policies and behaviours
established at Board level are clearly communicated and effectively
implemented across the Group. Our Code of Conduct reflects both our
purpose and our values, outlining the standards of behaviour and business
ethics expected of everyone working for or on behalf of the Group. During
the year, all employees were required to provide acknowledgment of their
ongoing understanding and acceptance of the Code of Conduct.
Governance, evaluation and the Board
The Board currently comprises two Executive Directors, three independent
Non-Executive Directors and me as Chair. The Board regularly reviews its
composition to ensure it has the necessary breadth and depth of skills and
experience to support the development of the Group.
During the period, we carried out an evaluation of the performance of the
Board and its Committees. The 2025 evaluation was internally facilitated
through the use of questionnaires, led by the Company Secretary and
me. The evaluation concluded that the Board, its Committees, individual
Directors and the Chair continued to operate effectively, both individually
and collectively. It was noted that greater transparency and improved
access to operational management during FY25 had strengthened
strategic discussions and provided valuable context for decision-making.
The Directors also agreed that the Board continues to have an appropriate
balance of complementary skills and experience. Several focus areas
were identified for 2026, including the desire to strengthen the Board’s
engagement in shaping strategic direction and continued focus on risk
oversight and the approach to risk management. Further details can be
found on page 83.
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Strategic report
Governance
Financial statements
Sustainability
The Board has retained direct responsibility for the development and
oversight of our sustainability strategy, rather than establishing a specific
Board-level committee. At the management level, Rich Cashin, our CFO,
is the Executive Director with responsibility for overseeing the delivery of
our sustainability strategy across the business and chairs our Sustainability
Steering Committee. This Committee reports to the Board on progress.
Further details on the remit of the Steering Committee can be found on
page 54.
Dividend
The Board is recommending a final dividend of 17.0c per share, which,
together with the 7.6c per share interim dividend, gives a total dividend
for the year of 24.6c. The Board has reviewed our dividend policy in line
with our capital allocation policy, which we have updated following
our significant reduction in net debt this year. Our first priorities remain
organic investment into R&D and transformation, followed by dividend
payments between 2.5 and 3x EPS cover through cycle, but with emphasis
that any excess cash will then be deployed in an EPS-enhancing way,
either through M&A or alternative shareholder returns.
Annual General Meeting
The 2026 AGM of Avon Technologies plc will be held at Hampton Park
West, Semington Road, Melksham, Wiltshire SN12 6NB, at 10.30 am on
30 January 2026. Further details, including the resolutions to be proposed
to our shareholders, can be found in the Notice of Meeting on page 161.
The result of the votes on the resolutions put forward at the AGM will be
publicly announced to the Stock Exchange and published on our website
as soon as possible following the conclusion of the meeting. I will be in
attendance at the AGM and will be very happy to take any questions you
may have regarding the operation of the Board during the period.
We look forward to seeing you there.
Bruce Thompson
Chair
11 November 2025
Compliance with the UK Corporate
Governance Code
The Company reports against the Financial Reporting Council’s (FRC’s)
UK Corporate Governance Code 2018 (‘the Code’), which is available at
www.frc.org.uk. The Board has applied all principles and complied with
all provisions in the Code for the year ended 30 September 2025.
Further details on how the Company applied the principles of the Code
during the period can be found as follows:
See page
Board leadership and Company purpose
Long-term value and sustainability
54
Culture
14
Shareholder engagement
72
Employee engagement
72
Other stakeholder engagement
72
Conflicts of interest
109
Division of responsibilities
Role of the Chair
82
Division of responsibilities
82
Non-Executive Directors
82
Composition, succession and evaluation
Appointments and succession planning
87
Skills, experience and knowledge
78
Length of service
77
Evaluation
83
Diversity
87
Audit, risk and internal control
Audit Committee
88
Integrity of financial statements
110
Fair, balanced and understandable
110
Internal controls and risk management
47
External auditor
89
Principal and emerging risks
47
Remuneration
Policies and practices
91
Alignment with purpose, values and long-term strategy
94
Independent judgement and discretion
98
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Annual Report and Accounts 2025
Corporate Governance Report
Governance that builds value
Introduction
In the year under review, the Company was required to apply the
main and supporting principles of good governance set out in the
UK Corporate Governance Code issued in 2018 by the Financial Reporting
Council (‘the Code’). This Corporate Governance Report, along with
information in the Strategic and Remuneration Reports, explains how the
principles and provisions of the Code have been applied. We are pleased
to confirm that the Company was in compliance with the provisions of
the Code throughout the year ended 30 September 2025.
Board leadership
The Board comprises two Executive Directors and four Non-Executive
Directors, including the Chair, Bruce Thompson. In accordance with the
UK Corporate Governance Code, the Board keeps its composition under
regular review to ensure it remains appropriate to support the long-term
sustainable success of the Company. The Directors collectively bring
the right balance of skills, experience and backgrounds, contributing to
effective decision-making and enhancing the Board’s effectiveness and
oversight to support the Group’s strategic objectives.
Biographical details for each member of the Board can be found
on pages 77 and 78 of this Annual Report. All Directors will stand for
re-appointment by shareholders at the 2026 AGM.
Company purpose
The Company purpose is stated on the inside front cover of this Annual
Report. The Board recognises its role in establishing the purpose, values
and strategy of the Group and ensuring these are embedded throughout
the business.
Our culture
The Board clearly recognises that culture plays a vital role in delivering our
purpose and strategy. As the business grows, assessing and monitoring
our culture remains a key priority to ensure it continues to support
long-term success. The Board actively promotes employee engagement,
as outlined in more detail on page 72, and remains committed
to maintaining a strong level of engagement with the workforce.
Responsibility for active and meaningful engagement with employees
is considered a shared responsibility of the full board. This is achieved
through a variety of mechanisms that take place throughout the year,
including the annual engagement survey and regular coffee talks and
town halls across all sites.
Division of responsibilities
There is a clear division of responsibility between the running of the
Board by the Chair and the running of the Group’s business by the CEO.
The Chair is responsible for the leadership of the Board and ensuring its
effectiveness in all aspects of its role. The CEO manages the Group and
has the primary role, with the assistance of the Board, of developing
and implementing business strategy. Periodically, the Chair ensures that
meetings of Non- Executive Directors take place without the Executive
Directors present.
Rules concerning the appointment and replacement of Directors of the
Company are contained in the Articles of Association. Amendments to the
Articles must be approved by a special resolution of shareholders. One
of the roles of the Non-Executive Directors, under the leadership of the
Chair, is to undertake detailed examination and discussion of strategies
proposed by the Executive Directors, so as to ensure that decisions are
made in the best long-term interests of shareholders and take proper
account of the interests of the Group’s other stakeholders. The Non-
Executive Directors are appointed by the Board on terms which allow for
termination on three months’ notice. Copies of Executive Directors’ service
contracts and terms and conditions of appointment for Non-Executive
Directors are available for inspection at the registered office.
How the Board operates
The Chair ensures, through the Company Secretary, that the Board
agenda and all relevant information are provided sufficiently in advance of
meetings and that adequate time is available for discussion of all agenda
items, in particular strategic issues. The CEO and the Company Secretary
discuss the agenda ahead of every meeting. At meetings, the Chair
ensures that all Directors are able to make an effective contribution and
every Director is encouraged to participate and provide opinions on each
agenda item. The Chair always seeks to achieve unanimous decisions of
the Board following due discussion of agenda items.
The Non-Executive Directors fully review the Group’s operational
performance, and the Board as a whole has, with a view to reinforcing its
oversight and control, reserved a list of powers solely to itself which are
not to be delegated to management.
This list includes appropriate strategic, financial, organisational and
compliance issues, including the approval of high-level announcements,
circulars, the Annual Report and Accounts, and certain strategic and
management issues, which include:
• approval of the annual operating budget and the five-year strategic plan;
• the extension of the Group’s activities into new areas of business and/or
geographical areas (or their cessation);
• changes to the corporate or capital structure;
• financial issues, including changes in accounting policy, the approval of
dividends, bank facilities and guarantees;
• changes to the constitution of the Board;
• the approval of budgeted project spend of over $5m or any capex or
R&D expenditure which exceeds budget by more than 10%;
• the approval of bid/sales proposals where the estimated total contract
value exceeds $10m or a duration of five years for high-risk proposals
(or $20m for low-risk proposals);
• the approval of any agency commission which exceeds 10% on
a customer contract; and
• consideration and approval of all proposed acquisitions and mergers.
Each Director has full and timely access to all relevant information and
the Board meets regularly, with appropriate contact between meetings.
All Directors receive a tailored induction to the Group from the Company
Secretary on joining the Board. When appointed, Non-Executive
Directors are made aware of and acknowledge their ability to meet
the time commitments necessary to fulfil their Board and Committee
duties. Procedures are in place, which have been agreed by the Board,
for Directors, where necessary in the furtherance of their duties, to take
independent professional advice at the Company’s expense and all
Directors have access to the Company Secretary.
The Company Secretary is responsible to the Board for ensuring that all
Board procedures and governance requirements are complied with. The
removal of the Company Secretary is a decision for the Board as a whole.
83
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Annual Report and Accounts 2025
Strategic report
Governance
Financial statements
Committees of the Board
Of particular importance in a governance context are the three
Committees of the Board, namely the Remuneration Committee, the
Nomination Committee and the Audit Committee. Each Committee
operates under clear terms of reference, copies of which are available on
our website. Details of the operation of each Committee are provided
within the relevant Committee report.
Bindi Foyle is Chair of the Audit Committee. The Board is satisfied that
Bindi has recent relevant financial experience, and her profile appears
on page 77.
Bruce Thompson is Chair of the Nomination Committee but, in
accordance with the Committee’s terms of reference, is not permitted
to chair meetings when the Committee is dealing with matters relating
to the Board Chair’s position.
Victor Chavez is Chair of the Remuneration Committee. The Remuneration
Committee’s principal responsibilities are to decide on remuneration
policy on behalf of the Board and to determine remuneration packages
and other terms and conditions of employment, including appropriate
performance-related benefits for the Executive Directors and other
senior executives. The Remuneration Committee also has regard to the
remuneration of the wider workforce. More details of the activities of the
Remuneration Committee are set out in the Remuneration Report on
pages 91 to 107.
Composition, succession and evaluation
The Nomination Committee is responsible for leading the process
for Board appointments and making recommendations to the Board,
putting in place plans for succession and regularly reviewing the Board’s
structure, size and composition. The Committee takes into account the
challenges and opportunities facing the Group and the skills, knowledge
and experience needed by the Board and makes recommendations
to the Board with regard to any changes. Further information and the
activities of the Nomination Committee during the period are detailed
on pages 86 to 87.
Performance evaluation
The Board continually strives to improve its effectiveness and conducts
an annual review of its performance and that of its Committees and the
individual Directors, to enhance overall Board effectiveness. This year
the Board continued the practice of completing an internally facilitated
performance review using questionnaires.
The Chair and the Company Secretary agreed the scope of the evaluation.
The Board evaluation questionnaire, completed by all Board members
and the Company Secretary, was structured to provide Directors with
the opportunity to express views on a variety of topics including Board
remit and responsibilities, skills and dynamics of the Board, meetings
and content, Group strategy, internal control and risk management,
decision-making and communication.
A discussion of the findings from the performance evaluation and
actions to be implemented took place at the September 2025 Board
meeting. Overall, the evaluation reflected a high degree of confidence
in the Board’s decision-making processes and concluded that the
Board, its Committees, the individual Directors and the Chair performed
effectively during 2025, both individually and as a collective unit. Increased
transparency and access to operational management has enhanced
strategic dialogue and provided improved context for the Board’s
decision-making during FY25. The Directors believed that the Board
members had the appropriate complementary skills and experience
for the Company’s current stage of development.
The following areas were identified by the Board as areas of focus for 2026
and beyond:
• Strengthen the Board’s engagement in shaping strategic direction and
forward-looking opportunities.
• Continued focus on risk oversight and the approach to risk management.
• Ongoing review of Board composition to align with future needs.
• Scope to enhance the quality, focus and scope of Board papers.
• Further developing employee engagement and feedback mechanisms
to the Board.
• Further development of succession planning.
Attendance at meetings
All Committee and Board meetings held in the year were quorate.
Directors’ attendance during the period ended 30 September 2025
was as follows:
Board
(7 scheduled)
Audit
Committee
(4 scheduled)
Remuneration
Committee
(5 scheduled)
Nomination
Committee
(1 scheduled)
Bruce Thompson
7 (7)
5 (5)
1 (1)
Bindi Foyle
7 (7)
4 (4)
5 (5)
1 (1)
Victor Chavez
7 (7)
4 (4)
5 (5)
1 (1)
Maggie Brereton
7 (7)
4 (4)
5 (5)
1 (1)
Jos Sclater
7 (7)
Rich Cashin
7 (7)
The maximum number of meetings which each Director could have
attended is shown in brackets.
Audit, risk and internal control
The Board has an established framework of internal controls covering
both financial and non-financial controls. In addition, there is a process for
identifying, evaluating and managing significant business risks, including
emerging risks, faced by the Group. This process was in place throughout
the 2025 financial year.
The Code requires that Directors establish procedures to manage risk,
oversee the internal control framework and determine the nature and
extent of the principal risks the Company is willing to take in order to
achieve its long-term strategic objectives.
The Board, through the Audit Committee, reviews the effectiveness of
the Group’s system of internal controls on a continuing basis. The scope
of this review covers all controls including financial, operational and
compliance controls, as well as risk management. The Audit Committee
has responsibility to review, monitor and make policy recommendations
to the Board upon all such matters.
The Audit Committee keeps this system under continuous review
and formally considers its content and its effectiveness on an annual
basis. Such a system can provide only reasonable, and not absolute,
assurance against material misstatements or losses. The section on internal
control in the Audit Committee Report on page 90 and the following
paragraphs describe relevant key procedures within the Group’s systems
of internal control and the process by which the Directors have reviewed
their effectiveness.
Systems exist throughout the Group which provide for the creation of
five-year plans and annual budgets; monthly reports enable the Board
to compare performance against budget and to take action where
appropriate. Procedures are in place to identify all major and emerging
business risks and to evaluate their potential impact on the Group. These
risks are described within the Strategic Report on pages 46 to 53.
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Annual Report and Accounts 2025
Risk management
Risk is managed by the Strategic Business Units (SBUs), supported and
overseen by the Risk Steering Group. A detailed summary of the risk
management process and the output from this year’s reviews are set
out in more detail in the Principal Risks and Risk Management section
on pages 46 to 53.
The Audit Committee carried out six-monthly reviews of the key risks
facing the Group and risk management activities undertaken during
the period, following the risk reviews conducted by the Risk Steering
Group with the business leadership. In addition, the Audit Committee
also carries out an annual assessment of the major business risks and
emerging risks affecting the Group, including macro risks.
Internal control
There is a clearly defined delegation of authority from the Board to the
SBUs, with appropriate reporting lines to individual Executive Directors.
There are procedures for the authorisation of capital expenditure,
recruitment and investment.
The SBUs hold quarterly business reviews with the Executive Committee;
business performance is reviewed against budget, the delivery of strategic
priorities is reviewed against agreed timelines, core business metrics
are reviewed (including: safety, quality, operational efficiency, sales
and business development) and any required corrective action plans
are documented through the review process. To support the process,
an enhanced controls manual, covering financial (including financial
reporting), compliance and operational controls, is being embedded
across the group. During the year the Group Internal Audit Manager
implemented a programme of internal audits which included assessments
of adherence to the enhanced compliance and finance controls
and, where appropriate, made recommendations for improvement
to management.
Code of Conduct
The Board has adopted a Code of Conduct, which is reviewed annually,
to help reinforce the importance of maintaining a robust internal control
framework throughout the Group. The Board recognises that a culture
of openness and integrity is essential in identifying and addressing
concerns, and in ensuring that any potential misconduct is appropriately
investigated. The Code of Conduct sets out the standards of behaviour
expected of all employees and includes clear procedures for raising
concerns, including in relation to financial reporting or other serious
matters. Concerns may be raised with management, directly with the
Chair of the Audit Committee, or anonymously through our confidential
‘Speak Up’ reporting channel. This process ensures that all reports
are subject to independent investigation and that appropriate
follow-up actions are taken. To support understanding and compliance,
all employees are required to complete training on the Code of Conduct,
confirming that they have read, understood and agreed to uphold
its principles.
Although the Board itself retains the ultimate power and authority in
relation to decision-making, the Audit Committee meets at least four
times a year with management, the internal audit manager and the
external auditor to review specific accounting, reporting and financial
control matters.
This Committee also reviews the interim, preliminary and annual
statements and has primary responsibility for making a recommendation
on the appointment, re-appointment and removal of the external auditor.
Relations with shareholders
The Directors place great importance on maintaining regular and
transparent communications with shareholders. All members of the
Board receive copies of analysts’ reports of which the Company is made
aware, and receive an investor relations report at every Board meeting.
The Board reports to its shareholders through a range of channels,
including via regulatory news announcements, press releases, routine
reporting obligations, a detailed Annual Report and Accounts and,
at the half year, an interim report.
Regular dialogue is maintained with institutional shareholders, including
presentations after the Company’s preliminary announcements of the
half- and full-year results, and feedback from investor meetings and
analyst briefings is regularly shared with the Board. The AGM provides
an important opportunity for direct engagement with shareholders.
It includes a presentation by the CEO and offers shareholders the
chance to ask questions in person or submit written questions via the
Company Secretary. Directors attend the AGM and make themselves
available afterwards for informal discussions. The Board also ensures that
correspondence from individual shareholders is addressed appropriately
throughout the year.
Special Security Agreement
On 8 December 2020, our US subsidiary Avon Protection Ceradyne, LLC,
also know as Team Wendy Ceradyne (TWC), and the Company entered
into a Special Security Agreement (SSA) with the US DoW. The SSA
was entered into in support of the US DoW contracting and product
development elements of the then ballistic protection business and
permits TWC to perform classified US defence contracts. There are a
number of specific protocols that the Company and TWC are required
to comply with under the SSA, including the appointment to the TWC
Board of two independent outside Directors approved by the US
Government. The SSA imposes certain restrictions on the degree of
influence the Company can exert over TWC and it is therefore important
that the Company maintains a strong relationship with the TWC Board,
in order to ensure that we are fulfilling our own governance obligations.
James Wilcox, President of Team Wendy, is an inside Director on the TWC
Board. We anticipate continued engagement with TWC and the outside
Directors in the coming year under the governance of the SSA to support
synergy opportunities across TWC’s product portfolio for the benefit of
Team Wendy.
Disclosure and Transparency Rules (DTR)
Disclosures in respect of the DTR requirements under DTR 7.2.6 are
given in the Directors’ Report on page 110 and have been included
by reference.
Going concern
The Directors have prepared a going concern assessment covering the
12-month period from the date of approval of these financial statements.
The assessment indicates that the Group will have sufficient funds to meet
its liabilities as they fall due for that period.
The Group has a committed RCF of $137m to May 2028. Related loan
covenants include a limit of 3.0 times for the ratio of net debt, excluding
lease liabilities, to bank-determined adjusted EBITDA (leverage), and
a minimum limit of 3.5 times for the ratio of bank-determined adjusted
EBITDA to interest payable on bank loans and overdrafts. At 30 September
2025, leverage was 0.86 times (2023: 0.91 times). Bank-determined adjusted
EBITDA is calculated excluding certain items.
Corporate Governance Report
continued
85
Avon Technologies plc
Annual Report and Accounts 2025
Strategic report
Governance
Financial statements
As part of the going concern assessment, the Directors considered the
sensitivity of financial covenants and liquidity headroom to a reverse stress
test to determine the deterioration against the base case forecast required
to break even with covenant levels. This demonstrated substantial
headroom, with the downside movement required not considered
plausible given the secured order book and mitigating actions available to
reduce future cash outflows or expenses within management’s control.
On this basis, the Directors are confident that the Group and Company
will have sufficient funds to continue to meet their liabilities as they fall
due for at least 12 months from the approval of these financial statements.
Accordingly the Group and Company continue to adopt the going
concern basis in preparing their financial statements.
Viability statement
The Directors have assessed the viability of the Group over a five-year
period to September 2030, taking account of the Group’s current position
and the potential impact of the principal risks documented in the Strategic
Report. Based on this assessment, the Directors have a reasonable
expectation that the Group will be able to continue in operation and
meet its liabilities as they fall due over the period to September 2030.
In making this statement, the Directors have considered the resilience
of the Group, taking account of its current position, the principal risks
facing the business in severe but plausible downside scenarios, and the
effectiveness of any mitigating actions. This assessment has considered
the potential impacts of these risks on the business model, future
performance, solvency and liquidity over the period. As set out in the
TCFD section, the potential financial impact of climate change for the
next five years has been assessed as low, with no material impact on
viability expected.
As part of the viability assessment, the Directors considered the sensitivity
of financial covenants and liquidity headroom to a reverse stress test to
determine the deterioration against the base case forecast required to
break even with covenant levels. This demonstrated substantial headroom,
with the downside movement required not considered plausible given
the secured order book and mitigating actions available to reduce future
cash outflows or expenses within management’s control.
In making their assessment, the Directors have taken account of the
Group’s RCF, which provides financing until May 2028. The Directors have
a reasonable expectation that broadly similar financing could be obtained
at the end of the current RCF, supporting continuing operations. During
the period, the Group has complied with all covenant requirements
attached to its financing facilities.
The Directors consider the five-year lookout period to be the most
appropriate as this aligns with the Group’s own strategic planning period.
The Group has an annual business planning process which comprises
a strategic plan, a financial forecast for the current year and a financial
projection for the forthcoming five years. This plan is reviewed at least
annually by the Board as part of its strategy-setting process. Once
approved by the Board, the plan provides a basis for setting all detailed
financial budgets and strategic actions that are subsequently used by the
Board to monitor performance. The forecast performance outlook is also
used by the Remuneration Committee to establish the targets for both
the annual and long-term incentive schemes.
As part of our strategic commitment to securing and growing
customer-funded R&D contracts, Avon Protection has played a pivotal
role in the ASPIRE Hood Mask Interface (HMI) programme. This initiative,
led by the Joint Program Executive Office for Chemical, Biological,
Radiological and Nuclear Defense (JPEO-CBRND), aims to enhance the
integration between currently fielded M50 and M53A1 respirators and
chemical protective garment hoods used in CBRN suits.
Awarded last year, the ASPIRE HMI programme spans three contracts
focused on designing and developing a next-generation interface
solution. Avon Protection’s contribution has centred on delivering
a robust, field-ready system that improves the safety, comfort and
operational effectiveness for operators in hazardous environments.
Key achievements include:
• Delivery of phase-one prototypes and swatches of four
production-ready materials to the US DoW.
• Development of four distinct design solutions, each engineered
to meet stringent performance and integration requirements.
• Selected for phase two of the programme.
The ASPIRE HMI programme demonstrates our ability to deliver
mission-critical solutions through customer-funded innovation,
reinforcing our position as a trusted partner in defence and
protective technologies.
Advancing respirator-
hood integration for
CBRN protection
Case study
Revolutionise
86
Avon Technologies plc
Annual Report and Accounts 2025
Nomination Committee Report
Letter from the Chair
Diversity
The Board recognises the value that diversity brings to its decision-
making and governance, and believes that a broad mix of gender, age,
background and culture significantly enhances its perspective and
effectiveness. The Nomination Committee oversees the Company’s
approach to Board diversity and inclusion, taking into account a range
of factors when considering new appointments, including professional
skills, background, knowledge, international and industry experience,
and gender. The Board’s Diversity Policy is available in the Corporate
Governance section of the Company’s website.
In line with our commitment to fostering an inclusive culture, we
continued to integrate diversity, equity and inclusion (DEI) into our wider
sustainability strategy during the year; an area that remains a key focus for
the business.
Our female leadership employee resource group (ERG), which is actively
supported by the Committee, continues to play an important role in
championing the development and progression of women across
the organisation. The ERG provides a platform to identify, nurture and
support future female leaders, while ensuring that all women at Avon
have the opportunity to thrive in their careers. Guided by a dedicated
steering group, the ERG focuses on long-term initiatives to strengthen
our female talent pipeline and shape a more inclusive future for Avon
Technologies plc.
We have maintained our minimum target of 33% female representation
on the Board and Executive Committee and continue to work to achieve
the same minimum target representation for the leadership teams.
Further information, including the number of women in senior
management and within the organisation, is shown in the Sustainability
Report on page 58.
Strong governance begins with the right
leadership. Through evaluation and
forward-looking succession planning, we
remain committed to identifying individuals
of integrity, experience and vision to guide
the company towards long-term success.
Bruce Thompson
Chair of the Nomination Committee
Attendance at Nomination Committee meetings
During the period, the Nomination Committee held one scheduled
meeting. Attendance of the members of the Committee is recorded
in the table below:
Scheduled meetings
Attended
Eligible to attend
Bruce Thompson (Chair)
1
1
Bindi Foyle
1
1
Victor Chavez
1
1
Maggie Brereton
1
1
The Nomination Committee comprises all the Non-Executive Directors.
Main responsibilities
The main responsibilities of the Committee are as follows:
• to regularly review the Board’s structure, size and composition,
taking into account the challenges and opportunities facing the
Group and the skills, knowledge and experience needed by the
Board and to make recommendations to the Board with regard
to any change;
• to put in place and periodically review succession plans for
Directors and, more generally, senior executives; and
• to lead the process for Board appointments and make
recommendations to the Board.
The Committee’s terms of reference are available within the
Corporate Governance section of the Company’s website and
are reviewed annually.
All Directors are appointed by the Board following a rigorous selection
process and subsequent recommendation by the Committee.
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Annual Report and Accounts 2025
Strategic report
Governance
Financial statements
Diversity of individuals on the Board and
Executive management
In accordance with the UK Financial Conduct Authority’s Listing Rule
6.6.6(9)R, the Board confirms that as of 30 September 2025 it has met
the targets for one of the senior positions on the Board (Chair, CEO, SID or
CFO) to be held by a woman and for one Director to be from a minority
ethnic background. The Board does not currently meet the target for
at least 40% female membership of the Board, with the Board currently
comprising 33% female representation. The Board will continue to work
towards achieving this target in future. The Company’s mandatory
requirement for a diverse candidate pool ensures that we continue to
have the opportunity to recruit candidates from all gender, cultural and
ethnic backgrounds, while we remain focused on recruiting the best
candidate for any role based on merit.
The below table sets out the details of the diversity of the individuals
serving on the Board and Executive management as at 30 September
2025. The data was obtained on a voluntary self-reported basis.
Gender identity or sex of the Board and
Executive management
Number
of Board
members
Percentage
of the Board
Number
of senior
positions on
the Board
(CEO, CFO,
SID and
Chair)
Number
on the
Executive
Committee
Percentage
of Executive
Committee
Men
4
66%
3
5
62%
Women
2
33%
1
3
38%
Ethnic background of the Board and
Executive management
Number
of Board
members
Percentage
of the Board
Number
of senior
positions on
the Board
(CEO, CFO,
SID and
Chair)
Number
on the
Executive
Committee
Percentage
of Executive
Committee
White British
or other white
(including white
minority groups)
5
83%
3
7
100%
Mixed multiple
ethnic groups
Asian/Asian British
1
17%
1
Black/African/
Caribbean/
Black British
Other
ethnic group,
including Arab
Activities during 2025
During the period, the Committee:
• reviewed the composition of the Board and its succession plan;
• carried out an annual review of the Committee’s terms of reference;
• recommended re-election of the Board at the forthcoming Annual
General Meeting; and
• discussed the Board performance evaluation results with the Board
as a whole.
Board changes
There were no changes to the Board’s composition during the year under
review. The Committee continues to monitor succession planning and
Board composition to ensure alignment with the Group’s strategic needs.
The Committee has previously decided that all Directors should be
put forward for re-appointment by shareholders each year at the AGM.
Taking into account the performance and value that each Director has
brought to the Board, the Committee confirms the appointment of each
Non-Executive and Executive Director should be renewed for a further
year. Accordingly, resolutions to re-appoint each Director for another
year are being put to shareholders at the forthcoming AGM.
Succession planning
The Committee reviews succession planning for the Board formally in
order to ensure the Board is adequately prepared for potential changes
to key Board positions. The Committee considers the executive leadership
needs of the Group, including succession planning for the Executive
Committee and business unit leadership teams.
Alongside this, the Committee retains oversight of the programmes
in place to assess and facilitate talent development amongst the
management teams to ensure there is a structured approach to growing,
developing and retaining the Company’s future leaders.
Committee evaluation
The evaluation of the effectiveness of the Committee was conducted
as part of this year’s Board performance evaluation. The outcome of
the 2025 Committee review was positive and highlighted the need for
the Committee to ensure focus on succession planning for the wider
Executive Committee and leadership roles in 2026. Further detail on
the result of the Board evaluation exercise is included on page 83 of
the Corporate Governance Report.
Bruce Thompson
Chair of the Nomination Committee
11 November 2025
88
Avon Technologies plc
Annual Report and Accounts 2025
Audit Committee Report
Letter from the Chair
During the year several improvements
have been implemented to further
develop risk management processes.
These enhancements have strengthened
our ability to monitor the Group’s resilience
to potential uncertainty. The Committee
continues to focus on maintaining
governance arrangements that are
effective and in compliance with
upcoming regulatory changes.
Bindi Foyle
Chair of the Audit Committee
Attendance at Audit Committee meetings
During the year, the Audit Committee held four scheduled meetings.
Attendance of the members of the Committee is recorded in the
table below:
Scheduled meetings
Attended
Eligible to attend
Bindi Foyle (Chair)
4
4
Maggie Brereton
4
4
Victor Chavez
4
4
The Committee monitors the integrity of the Group’s financial
statements and supports the Board with its ongoing monitoring
of the effectiveness of the Group’s risk management and internal
control systems.
During 2025, the Audit Committee continued its key oversight role
for the Board of the Group’s financial management and reporting to
reassure shareholders that their interests are properly protected.
The Audit Committee has established a set programme of activities,
with agenda items scheduled to coincide with the annual financial
reporting calendar. The Committee reports regularly to the Board
on its work.
During the 2025 financial year, the Committee has continued to monitor
the integrity of the Group’s financial statements and supported the
Board with its ongoing monitoring of the Group’s risk management
and internal control systems. The Committee also determined the focus
of the Group’s internal audit activity and reviewed its findings, and
continues to verify that recommendations and agreed actions are
being appropriately implemented.
In accordance with the Code, the Committee continued to have
oversight of the Group’s whistleblowing function, known as ‘Speak Up’,
together with the associated policies and procedures.
The Committee received regular updates from the General Counsel
on the number and types of Speak Up reports and agreed follow-up
actions throughout the year with the General Counsel.
During 2025 the Audit Committee undertook a full evaluation exercise
of the external audit provided by KPMG. Results of the evaluation,
and wider monitoring of the external audit process, satisfied the
Committee that both the auditor’s independence and audit approach
remain appropriate.
The Audit Committee acts on behalf of the full Board, and the matters
reviewed and managed by the Committee remain the responsibility
of the Directors as a whole.
Main responsibilities of the Audit Committee
The Audit Committee has delegated authority from the Board set
out in its written terms of reference. The terms of reference for the
Audit Committee are available for inspection at the Company’s
registered office and on our website.
The key objectives of the Audit Committee are:
• to provide effective governance and control over the integrity of
the Group’s financial reporting and review the significant financial
reporting judgements;
• to support the Board with its ongoing monitoring of the
effectiveness of the Group’s system of internal controls and
risk management systems;
• to monitor the effectiveness of the Group’s internal audit function
and review its material findings;
• to oversee the relationship with the external auditor, make
recommendations to the Board in relation to the re-appointment of
the external auditor and monitor the external auditor’s objectivity
and independence;
• to review the adequacy of the Company’s whistleblowing
arrangements and the provision of appropriate investigation of
any matters raised; and
• to advise the Board on whether the Committee believes the
Annual Report and Accounts, taken as a whole, is fair, balanced
and understandable and provides the information necessary for
shareholders to assess the Company’s position and performance,
business model and strategy.
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Strategic report
Governance
Financial statements
Composition of the Audit Committee
The members of the Committee are set out on page 83 of the Corporate
Governance Report. The Committee members are all independent
Non-Executive Directors and have the appropriate range of financial
and commercial expertise necessary to fulfil the Committee’s terms of
reference. The Board considers that through my previous position as a
Group Finance Director of a major UK listed company, I have the relevant
financial experience required to chair this Committee.
The Committee typically invites the Board Chair to attend all Committee
meetings together with the Executive Directors, the Group Financial
Controller and the Internal Audit Manager.
2025 Annual Report
The main areas of focus considered by the Committee during 2025
were as follows:
• The presentation of the financial statements and the quality and
acceptability of accounting policies and practices, including the
presentation of adjusted performance measures and adjusting items.
The Committee reviewed papers prepared by management, challenged
management’s judgements and estimates, and reviewed the disclosure
of adjusted items within the Group’s half-year and full-year results.
Review of accounting matters included specific consideration of revenue
recognition, in the context of a higher relative proportion of Team
Wendy sales being made in Q4. The Committee agreed that positions
taken in the financial statements were all appropriate.
• The clarity of the disclosures and compliance with financial reporting
standards and relevant financial and governance reporting requirements.
Material areas in which significant judgements have been applied are
discussed separately in more detail below.
• At the request of the Board, the Committee considered whether the
2025 Annual Report was fair, balanced and understandable and whether
it provided the necessary information for shareholders to assess the
Company’s position and performance, business model and strategy.
Having taken account of the other information provided to the Board
throughout the year, the Committee was satisfied that, taken as a whole,
the Annual Report and Accounts was fair, balanced and understandable.
The Committee was content, after due challenge and debate, with
the assumptions made and the judgements applied in the accounts
and agreed with management’s recommendations. In addition, the
Committee reviewed and recommended the approval of the statements
on corporate governance, internal control and risk management in the
Annual Report and Accounts and the half-year results announcement.
Significant judgements and estimates considered
by the Audit Committee
After discussions with management and the external auditor, the
Committee determined that the key risks of material misstatement of
the Group’s 2025 financial statements arose in the following areas:
• valuation of goodwill allocated to Team Wendy; and
• estimation of the defined benefit pension assets and obligations.
KPMG’s audit approach included review and challenge of key assumptions
applied by management in both areas. Professional scepticism was
demonstrated though benchmarking against external data, historical
performance and comparison of information gathered from across the
wider business to assumptions applied by the management team.
Further detail on audit procedures applied is provided within the
Auditor’s Report on page 116.
Goodwill impairment
The Group has a significant goodwill balance as a result of legacy
acquisitions, predominantly in relation to Ceradyne and Team Wendy.
Goodwill and other attributable net assets are tested for impairment at the
Team Wendy and Avon Protection CGU (Cash Generating Unit) level.
The impairment review of the Team Wendy CGU demonstrated future
value in use was greater than the carrying value of goodwill and other
attributable net assets. The value in use calculation was based on the
risk-adjusted Board-approved five-year plan and utilised discounted
cash flow projections, adjusted to exclude expansionary capital
expenditure and linked cash flows.
The Committee considered and challenged the assumptions applied by
management, including consideration of scenario analysis and sensitivities,
confirming management’s assessment that no impairment was required.
Further analysis and detail on goodwill are set out in note 3.1 of the
financial statements.
Estimation of the defined benefit pension assets
and obligations
The Group operated a contributory defined benefit plan to provide
pension and death benefits for the employees of its UK Group companies
employed before 31 January 2003. The plan was closed to future accrual
of benefits on 1 October 2009.
The investments held by the pension scheme include both quoted
and unquoted securities, the latter of which by their nature involve
assumptions and estimates to determine their fair value. Where there is no
active market for the unquoted securities, the fair value of these assets is
estimated based on advice received from the investment manager while
also using any available market evidence of any recent transactions for an
identical asset. The assumptions used in valuing unquoted investments
are affected by current market conditions and trends, which could result
in changes in fair value after the measurement date.
Estimation of the defined benefit pension obligation involves significant
judgements concerning future changes in inflation, mortality rates and the
selection of a suitable discount rate, as well as the future performance and
valuation of the scheme’s assets. Changes to these actuarial judgements
could have a significant impact on the estimated pension obligation.
An independent actuary is engaged to estimate the defined benefit
pension obligation, undertaking a valuation of the scheme’s assets and
assessment of current and future pension liabilities. The committee
reviewed the appropriateness of the assumptions used in the valuation
report of the scheme and agreed these as appropriate and reasonable.
Further analysis and detail on the Group’s defined benefit pension scheme
are set out in note 6.2 of the financial statements.
External auditor
The Audit Committee considers the appointment of the external auditor
each year. KPMG LLP (KPMG) was appointed as the Group’s external
auditor for the 2019 audit following a tender process in 2018. 2025 is
KPMG’s seventh year as the Group’s external auditor. Huw Brown acted
as audit partner for the first time this year.
The Committee oversees the relationship with the external auditor, and
monitors all services provided by and fees payable to it, to ensure that
potential conflicts of interest are considered and that an objective and
professional relationship is maintained.
In particular, the Committee reviews and monitors the independence
and objectivity of the external auditor and the effectiveness of the audit
process. At the outset of the annual audit process, the Committee receives
a detailed audit plan from the auditor, identifying its assessment of the key
risks and its intended areas of focus. This is agreed with the Committee to
ensure coverage is appropriately focused.
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This year the Committee specifically focused on the classification of
adjusting items, to check treatment is in line with stated accounting
policies, regulatory guidance and wider market practice. This
was requested in context of the level of spend being incurred on
transformational programmes. KPMG considered the classification
of spend in detail at multiple occasions throughout the year.
The Committee also holds separate discussions with the external auditor
without Executive management being present.
Review of the effectiveness of the external auditor
The Committee evaluates the effectiveness of the external auditor
annually. This evaluation includes a review of the effectiveness of the
external audit process, consideration of whether management has been
adequately challenged, interaction with the Committee and quality of the
audit work. The 2024 review included reports from the external auditor
and management incorporating feedback against a formal assessment
framework from key members of the Group’s finance team and those
employees who had interacted with KPMG during the audit. The Group
reviewed and discussed the overall structure of the audit team to ensure
consistency and appropriate resourcing in future audits. This report was
reviewed at the Committee’s meeting in March 2025. Overall feedback
was positive, and opportunities for efficiency improvements have been
identified, with KPMG being asked to take account of feedback in the
planning for future audit activity. KPMG and management have worked
collaboratively on improving efficiency, by focusing on timeliness,
testing approaches, logistics and clarity of information requirements.
The review concluded that the audit was conducted to a good standard
with appropriate professional scepticism.
KPMG has discussed more generally the firm’s process for enhancing
audit quality and efficiency, which includes internal quality reviews and
enhanced use of technology.
Audit fees and auditor re-appointment
During 2025, the Committee reviewed and approved the proposed
audit fees and terms of engagement for the 2025 audit and
recommended to the Board that it proposes to shareholders that
KPMG be re-appointed as the Group’s external auditor for 2026 at
the AGM to be held on 30 January 2026.
The Group is in compliance with the Statutory Audit Services for
Large Companies Market Investigation Order 2014, and will tender
the external audit contract within the next three years.
Auditor independence
To ensure the independence and objectivity of the external auditor and
avoid a situation where the auditor’s familiarity with the Group’s affairs
results in excessive trust, the Committee maintains a formal Auditor
Independence Policy. The policy follows the ethical guidance on auditor
independence issued by the FRC in December 2024. Under the policy,
all non-audit services permitted by the FRC require the specific approval
of the Audit Committee. The policy also establishes guidelines for the
recruitment of employees or former employees of the external auditor.
The breakdown of the fees paid to the external auditor is included in
note 2.4 of the financial statements. In addition to the annual audit,
KPMG conducted a half-year review of the Group’s interim financial results.
A separate KPMG team also undertakes the audit of the defined benefit
pension scheme’s accounts drawn up to 31 March annually. No other
non-audit services were provided by KPMG during the period.
Internal control
The Committee regularly reviews the effectiveness of the Group’s
internal controls and risk management processes. This involves
monitoring and reviewing the effectiveness of internal audit
activities, which includes a review of the audits carried out and the
recommendations arising. It also reviews management’s responses and
actions to address recommendations, and approves the internal audit
programme and resourcing for 2026.
The internal audit programme for 2025 comprised 11 risk-based
audits undertaken by the Group Internal Audit Manager. The Group
Internal Audit Manager reports directly to the Audit Committee, which
considered and approved the scope of the 2025 internal audit programme
to be undertaken.
IT controls continued to be a particular area of focus, with cybersecurity
and access being the main areas. The period has seen enhanced controls
with regards to access and a notable achievement in 2025 was that on
1 May 2025 the Company passed the Cyber Security Maturity Model
Certification assessment (mandatory cybersecurity controls that will be
required by the US Department of War from 2025 onwards). Going into
2026, the Group will be reviewing AI (artificial intelligence) usage
and policies.
Under a rolling 12-month programme, the Audit Committee has
approved planned internal audit activity for 2026, including audits of
the aforementioned Internal Controls Framework, export controls
and anti-bribery and corruption.
During the year, several improvements have been identified and actioned
in respect of developing the Group’s risk management processes. These
included implementing a risk committee, the refreshing of the Board’s risk
appetites, enhancing the risk disclosures and continuing to embed the
internal control framework.
The Group’s internal control process functions at the SBU level. This is
subject to monitoring by the Group Executive team through quarterly
SBU reviews where business performance is reviewed against budget,
delivery of strategic priorities is measured against agreed timelines, core
business metrics are reviewed (safety, quality, operational efficiency,
sales and business development) and any required corrective action
plans are documented. To help support this, an enhanced internal
controls framework (ICF) covering financial (including financial reporting),
compliance and operational controls has been prepared and covers
both SBU and Group-wide requirements.
Provision 29 of the 2024 Corporate Governance Code (2024 Code) requires
Boards to make a declaration in relation to the effectiveness of material
controls. This will apply to the Group from the financial year beginning
1 October 2026. Management are in the process of putting plans in place
to ensure our readiness for the new requirements, underpinned by the
enhanced ICF. In 2026, the focus will first be on determining which controls
within the framework are material with reference to our principal risks.
Evidence and reporting requirements will thereafter be embedded within
the business and evaluated to ensure effectiveness.
Testing of controls will be completed across the year, in preparation
for a full ‘dry run’ of controls assurance in H2 2026. The outcome of this
assessment will be reported to the Committee, with final adjustments
then made ahead of the Board’s declaration for the year ending
30 September 2027.
Audit Committee effectiveness review
The evaluation of the effectiveness of the Audit Committee was
conducted alongside the Board effectiveness review, information on
which is provided in the Corporate Governance Report on page 83.
The review concluded that the Audit Committee continued to operate
effectively during the period.
Bindi Foyle
Chair of the Audit Committee
11 November 2025
Audit Committee Report
continued
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Strategic report
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Financial statements
Remuneration Committee Report
Letter from the Chair
I am pleased to present the Directors’ Remuneration Report for
the year ended 30 September 2025. This includes the following
three sections:
• this Annual Statement, which summarises the work of the Remuneration
Committee (‘the Committee’) in 2025 and sets out the context in which
pay decisions were made;
• the Directors’ Remuneration Policy (‘the Policy’), which sets the
parameters within which Directors are remunerated; and
• the Annual Report on Remuneration, which provides: (i) details of the
remuneration earned by Directors and the link between Company
performance and pay in FY25; and (ii) how we intend
to implement the Policy in FY26.
The Annual Statement and the Annual Report on Remuneration will,
together, be subject to the usual advisory shareholder vote.
Remuneration Policy
The annual bonus and Long-Term Incentive Plan awards outlined in
the Policy are designed to reward the sustained delivery of financial,
operational and strategic objectives. The current policy was approved
by shareholders in January 2024 with 97.5% support. The policy will be
reviewed during 2026 in consultation with investors and a revised policy
prepared for shareholder approval in January 2027.
Business context
The Executive team has made excellent progress during the year with the
STAR strategy and Strengthen System driving operational and financial
benefits. Significant value has been generated for all stakeholders.
This year saw adjusted operating profit increase from $31.6m to $40.3m
and improvements in working capital, both of which have been rewarded
through the annual bonus. As we enter 2026 there is more to do to
continue to improve the Group’s processes and facilities. FY26 will be
a year where strong execution is critical, particularly in Team Wendy,
where financial and operational benefits are expected following
completion of the site consolidation programme.
The Directors’ Remuneration Policy is
designed to reward strategic achievement
and sustainable financial peormance.
It’s gratifying to see it support another year
of strong execution by the leadership team,
delivering significant value for stakeholders.
Victor Chavez CBE
Chair of the Remuneration Committee
Attendance at Remuneration
Committee meetings
During the year, the Remuneration Committee held five scheduled
meetings. Attendance of the members of the Committee is recorded
in the table below:
Scheduled meetings
Attended
Eligible to attend
Victor Chavez (Chair)
5
5
Bruce Thompson
5
5
Bindi Foyle
5
5
Maggie Brereton
5
5
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Remuneration Committee Report
continued
Remuneration outcomes for FY25
The annual bonus for FY25 was dependent on a scorecard of measures
comprising adjusted Group operating profit (50%), average Group working
capital turns (30%) and the delivery of strategic objectives (20%). The
Group operating profit and working capital turns targets were met in full.
Following strong individual performance and delivery against the strategic
objectives, the Committee has determined that a full 20% out of the 20%
maximum on strategic objectives should be payable. Total annual bonus
payments for the Executive Directors are therefore 125% of salary.
Vesting of the Long-Term Incentive Plan (LTIP) award made to the
Executive Directors in FY23 is based on two measures – relative TSR
and EPS growth over a three-year performance period. The EPS growth
element of the 2023 LTIP award was, with hindsight, very stretching and
has not been met, so this part of the award will lapse in full. Achievement
of the TSR element will be measured over the three-year period from
the grant date. Based on an interim assessment of performance, the
TSR portion of the award is on track for 100% vesting, which reflects
the very strong share price growth delivered over the last three years.
No discretion was applied in determining the annual bonus and LTIP
vesting outcomes. The Committee agreed the final remuneration
outcomes reflected Group performance over the respective performance
periods and was satisfied the Policy had operated as intended.
How the Policy will be applied in FY26
For FY26, the final year of the three-year Policy term, we will seek to
implement the Policy as follows:
Fixed pay
Jos Sclater’s salary will increase by 3.5% from £572,302 to £592,333 and
Rich Cashin’s salary will increase by 3.5% from £389,889 to £403,536.
These increases are in line with the UK general workforce increase of
3.5% for FY26. Pension contributions remain workforce-aligned at
7.5% of base salary.
Annual bonus
The maximum annual bonus opportunity will be 125% of salary, with
25% of any bonus earned deferred into shares for two years. The bonuses
will be based on absolute Group adjusted operating profit (50%), Group
average inventory turns (30%) and strategic objectives (20%). The targets
are commercially sensitive but will be disclosed in full on a retrospective
basis in next year’s report.
The change from Group average working capital turns to Group average
inventory turns reflects the excellent progress achieved in efficient balance
sheet management. Since this metric was introduced as a bonus target
for FY24, Group average working capital turns have improved 40% from
3.71x to 5.19x. Group average inventory turns improved by 23% to 2.98x
over the same period. Further improvement in inventory turns presents
a significant opportunity to generate cash flow for reinvestment, and has
therefore been incentivised through the bonus scheme.
Long-Term Incentive Plan (LTIP)
The Committee intends to grant LTIP awards to senior executives and
both Executive Directors in FY26. The Committee has determined that
the 2026 LTIP will be based on absolute total shareholder return, EPS
growth and ROIC measures. The targets are appropriately stretching
against three-year internal and external forecasts. These are set out in
the Annual Report on Remuneration.
Views of our stakeholders
The Committee takes employees’ views on pay into account. This is
achieved through the annual employee engagement survey and various
other communication channels which support employee engagement, as
detailed on p72. The Committee takes the view of employees into account
when considering executive remuneration and the pay and employment
conditions throughout the wider workforce. The Committee monitors pay
increases, bonus awards and other pay elements, including the annual
cost of living increase.
I am always happy to hear from the Company’s shareholders and you can
contact me via the Company Secretary if you have any questions on this
report or more generally in relation to the Company’s remuneration.
Victor Chavez CBE
Chair of the Remuneration Committee
11 November 2025
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Remuneration at a glance
The key elements of Executive Directors’ remuneration packages and our approach to implementation in 2026 are summarised below:
Remuneration 2025
Remuneration 2026
FIXED PAY
Salary
(annual base)
CEO: £572,302
CFO: £389,889
CEO: £592,333 (3.5% increase effective
1 October 2025)
CFO: £403,536 (3.5% increase effective
1 October 2025)
Pension
A 7.5% of salary employer contribution rate applies.
This is aligned with the UK workforce contribution rate
No change
Benefits
Includes car allowance, private health insurance and
life insurance
No change
ANNUAL BONUS
Maximum
opportunity
125% of salary
No change
Award level
and operation
Performance measures: absolute Group adjusted
operating profit (50%), average Group working capital
turns (30%) and strategic objectives (20%)
25% of the overall amount deferred into shares
which vest after two years
Malus and clawback provisions apply
Average Group working capital turns
replaced by average Group inventory
turns for 30% of the award.
No other changes
LONG-TERM
INCENTIVES
Award level
LTIP awards with a face value of 175% of salary for
the CEO and 150% of salary for the CFO
No change
Operation
Performance measures:
EPS (50% of award), ROIC (30% of award) and absolute
TSR (20% of award)
Performance measured over three financial years
Awards vest after three years
Additional two-year holding period applies
Malus and clawback provisions apply
No change
SHAREHOLDING
GUIDELINES
In employment
200% of salary
No change
Post-employment
200% of salary to be held for two years post-employment
No change
DIRECTORS’ REMUNERATION POLICY
This section of the report sets out a summary of our Directors’
Remuneration Policy which was approved by shareholders on
26 January 2024 and took formal effect from that date. A full version
can be found in the 2023 Annual Report and Accounts.
Guiding policy
The Company’s guiding policy on executive remuneration is that:
• executive remuneration packages should be clear and simple, taking
into account the linkage between pay and performance by both
rewarding effective management and making the enhancement of
shareholder value a critical success factor in the setting of incentives,
both in the short and the long term;
• the overall level of salary, incentives, pension and other benefits
should be competitive (but not excessive) when compared with other
companies of a similar size and global spread and should be sufficient
to attract, retain and motivate Executive Directors of superior calibre in
order to deliver long-term success; and
• performance-related components should form a significant proportion
of the overall remuneration package, with maximum total potential
rewards being earned through the achievement of challenging
performance targets based on measures that are linked to the
Company’s KPIs and to the best interests of shareholders.
Consideration of shareholder views
The Committee is committed to an ongoing dialogue with shareholders
and welcomes feedback on Directors’ remuneration. The Committee
seeks to engage directly with major shareholders and their representative
bodies on any material changes to the Policy. The Committee also
considers shareholder feedback received in relation to the remuneration-
related resolutions each year following the AGM. This, plus any additional
feedback received from time to time (including any updates to
shareholders’ remuneration guidelines), is then considered as part of
the Committee’s annual review of the Policy and its implementation.
In its review of the Policy, the Committee conducted a comprehensive
consultation exercise which sought feedback from shareholders
holding over 45% of shares in issue, as well as from the main shareholder
representative bodies. The Committee was very grateful for the
comments received. The feedback, which was largely positive,
was used constructively to shape our final proposals.
Looking ahead, the Committee will undertake a full review of the
Directors’ Remuneration Policy during the coming year to ensure
it continues to support the Group’s strategic priorities and aligns
with shareholder expectations.
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Consideration of employment conditions elsewhere in the Group
The Committee closely monitors the pay and conditions of the wider
workforce, and the design of the Directors’ Remuneration Policy is
informed by the policy for employees across the Group.
While employees are not formally consulted on the design of the
Directors’ Remuneration Policy, the Board engages with employees
across the Group on remuneration through the Employee Opinion Survey,
which includes a section dedicated to pay and benefits. The results of
this are shared with the Board.
Differences in pay policy for Executive Directors
compared to employees more generally
As for the Executive Directors, general practice across the Group is
to recruit employees at competitive market levels of remuneration,
incentives and benefits to attract and retain employees, accounting for
national and regional talent pools. When considering salary increases for
Executive Directors, the Committee will take into account salary increases
and pay and employment conditions across the wider workforce. The
pension contribution for Executive Directors is consistent with that for the
general workforce. A significant proportion of employees are able to earn
annual bonuses for delivering exceptional performance, with corporate
performance measures aligned to those set for the Executive Directors.
All employees, including the Executive Directors, have the opportunity to
participate in the tax-approved share incentive plans. There are differences
in the structure of the Policy for the Executive Directors compared to
that for other employees within the organisation, which the Committee
believes are necessary to reflect the differing levels of seniority and
responsibility. At senior levels, a significant proportion of remuneration is
long-term and ‘at risk’, with an emphasis on performance-related pay and
share-based rewards. This ensures the remuneration of the Executives is
aligned with both the long-term performance of the Company and the
interests of shareholders.
Policy table
The table below sets out the main components of the Directors’ Remuneration Policy, together with further information on how these aspects of
remuneration will operate. The Remuneration Committee has discretion to amend remuneration and benefits to the extent described in the table and
the written sections that follow it.
Element of
remuneration
Purpose and link to strategy
Operation
Maximum potential value
Performance targets
Basic salary
To provide competitive
fixed remuneration.
To attract and retain
Executive Directors of
superior calibre in order
to deliver long-term
business success.
Reflects individual
experience and role.
The Committee’s aim is to
position salaries around
the mid-market level of
companies of a similar size,
scale and complexity.
Normally reviewed annually by the
Remuneration Committee with increases
typically effective 1 October.
Individual salary adjustments take into
account each Executive Director’s role,
competence and performance. Significant
adjustments are infrequent and normally
reserved for material changes in role,
a significant increase in the size/complexity
of the Group, or where an individual has
been appointed on a low salary with an
intention to bring them to market levels
over time and subject to performance.
Other factors which will be taken into
account will include pay and conditions
elsewhere in the Group, progression
within the role, and competitive salary
levels in companies of a broadly similar
size and complexity.
No prescribed maximum or
maximum increase.
The normal approach will
be to limit increases to the
average level across the
wider workforce, though
increases above this level
may be awarded subject
to Committee discretion
to take account of certain
circumstances, such as those
stated under the ‘Operation’
column of this table.
On recruitment or promotion,
the Committee will consider
previous remuneration and
pay levels for comparable
companies (for example,
companies of a similar size
and complexity, industry
sector or location) when
setting salary levels. This may
lead to salary being set at a
lower or higher level than for
the previous incumbent.
Although there are no formal
performance conditions,
any increase in base salary
is only implemented after
careful consideration of
individual contribution and
performance and having due
regard to the factors set out
in the ‘Operation’ column of
this table.
Remuneration Committee Report
continued
DIRECTORS’ REMUNERATION POLICY
CONTINUED
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Financial statements
Element of
remuneration
Purpose and link to strategy
Operation
Maximum potential value
Performance targets
Benefits
To provide competitive
fixed remuneration.
To attract and retain
Executive Directors of
superior calibre in order
to deliver long-term
business success.
Executive Directors are entitled to
benefits such as travel-related benefits
including a car or car allowance, medical
assessments, private health insurance and
life assurance. Executive Directors will be
eligible for any other benefits which are
introduced for the wider workforce on
broadly similar terms.
Any reasonable business-related expenses
(and any tax thereon) can be reimbursed
if determined to be a taxable benefit.
Executive Directors will be eligible to
participate in any all-employee share plan
operated by the Company, on the same
terms as other eligible employees.
For external and internal appointments
or relocations, the Company may pay
certain relocation and/or related
incidental expenses as appropriate.
As it is not possible to
calculate in advance the cost
of all benefits, a maximum is
not pre-determined.
The maximum level of
participation in all-employee
share plans is subject to
the limits imposed by the
relevant tax authority from
time to time.
Not applicable.
Pension
To reward sustained
contributions by providing
retirement benefits.
The Company funds contributions to
a Director’s pension as appropriate
through contribution to the Company’s
money purchase scheme or through
the provision of salary supplements or
a combination of these.
Company contribution
up to the prevailing rate
offered to the workforce in
the country where they are
based at the time (currently
7.5% of salary in the UK).
Not applicable.
Annual
bonus
Rewards the achievement
of annual financial and
business targets aligned
with the Group’s KPIs.
Maximum bonus only
payable for achieving
demanding targets.
Deferred element
encourages long-term
shareholdings and
discourages excessive
risk-taking.
Bonus is based on performance in the
relevant financial period. Any payment
is discretionary and will be subject
to the achievement of stretching
performance targets.
Bonus is normally paid in cash, except
25% of any bonus which is deferred
into shares for two years.
Bonuses are not contractual and are not
eligible for inclusion in the calculation of
pension arrangements.
Recovery and withholding provisions apply
in cases of misconduct, corporate failure,
reputational damage, error in calculation
of a bonus and material misstatement of
financial results.
Dividends or dividend equivalents may
accrue on deferred shares.
Capped at 125% of salary.
The Committee sets
performance measures and
targets that are appropriately
stretching each year, taking
into account key strategic
and financial priorities
and ensuring there is an
appropriate balance between
incentivising Executive
Directors to meet targets,
while ensuring they do not
drive unacceptable levels
of risk or inappropriate
behaviours.
The majority of the bonus
will normally be based
on financial measures
and the balance could be
based on non-financial,
strategic, personal and/or
ESG-related objectives.
A graduated scale of
targets is normally set
for each measure, with no
pay-out for performance
below a threshold level
of performance.
The Committee has
discretion to amend the
pay-out should any formulaic
outcome not reflect the
Committee’s assessment of
overall business performance.
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Element of
remuneration
Purpose and link to strategy
Operation
Maximum potential value
Performance targets
Long-Term
Incentive Plan
Designed to align
Executive Directors’
interests with those of
shareholders and to
incentivise the delivery
of sustainable earnings
growth and superior
shareholder returns.
Awards of conditional shares or nil
cost option awards which normally
vest after three years subject to the
achievement of performance targets
and continued service.
An additional two-year holding period
applies after the end of the three-year
vesting period.
Recovery and withholding provisions
apply in cases of misconduct, corporate
failure, reputational damage, error
in calculation of award and material
misstatement of financial results.
Dividend equivalents may be paid for
awards to the extent they vest.
The Committee retains discretion to adjust
vesting levels in exceptional circumstances,
including but not limited to regard of the
overall performance of the Company or
the grantee’s personal performance.
Executive Directors may
receive an award of up
to 175% of basic salary
per annum.
The Committee will consider
the prevailing share price
when deciding on the
number of shares to be
awarded as part of any
LTIP grant.
A 10% in ten years dilution
limit governing the issue
of new shares to satisfy all
share schemes operated by
the Company will apply.
Performance measures
may include, and are not
limited to, TSR, ROIC, EPS,
strategic measures and
ESG-related objectives.
The Committee retains
discretion to set alternative
weightings or performance
measures for awards over
the life of the Policy.
100% of awards vest for
stretch performance, up
to 20% of an award would
normally vest for threshold
performance and no awards
vest below this. Underpins
may apply.
One-off share
matching
arrangement
under the
Long-Term
Incentive
Plan FY24
(no further
matching
awards will
be granted)
Designed to be retentive
over the longer term,
to incentivise the new
management team to
deliver a turnaround and
a significant improvement
in financial performance,
and to closely align
Executive Directors’
interests with those
of shareholders.
To participate in the arrangement, the
Executive Directors were required to
purchase ordinary shares with their
own funds (‘Investment Shares’) and in
return they received a matching award
(‘Matching Shares’).
Awards of Matching Shares were made as
nil cost options which will normally vest in
two tranches after three years (2/3 of the
award) and four years (1/3 of the award)
subject to retention of the Investment
Shares over the performance period,
achievement of performance targets
and continued service.
Additional two-year and one-year
holding periods apply after the end of
the three-year and four-year vesting
periods respectively.
Failure to retain the Investment Shares
over the full performance period will
normally result in a pro-rata reduction
in Matching Shares under award.
Recovery and withholding provisions
apply in cases of misconduct, corporate
failure, reputational damage, error
in calculation of award and material
misstatement of financial results.
Dividend equivalents may be paid for
awards to the extent they vest.
The Committee retains discretion to adjust
vesting levels in exceptional circumstances,
including but not limited to regard of the
overall performance of the Company or
the grantee’s personal performance.
Investment Shares
Executive Directors were
able to invest up to an
overall maximum of
100% of annual salary.
Matching Shares
Executive Directors could
receive an award equal
to up to four times the
value of Investment Shares
purchased, i.e. up to 400% of
salary. The number of awards
was based on the share price
at the time of grant.
Awards to Executive
Directors were subject to
an overall cap of 450,000
shares in aggregate
(CEO: 267,656 shares;
and CFO: 182,344 shares).
No further awards under the
Long-Term Incentive Plan
may be made in addition to
the Matching Shares in the
same financial year.
A 10% in ten years dilution
limit governing the issue of
new shares to satisfy all share
schemes operated by the
Company will apply.
Not applicable.
Remuneration Committee Report
continued
DIRECTORS’ REMUNERATION POLICY
CONTINUED
97
Avon Technologies plc
Annual Report and Accounts 2025
Strategic report
Governance
Financial statements
Element of
remuneration
Purpose and link to strategy
Operation
Maximum potential value
Performance targets
Share
ownership
guidelines
To increase alignment
between Executives
and shareholders.
Executive Directors are required to retain
at least 50% of their net of tax vested
awards until the in-employment
shareholding guideline is met.
Nil cost options which have vested but
are yet to be exercised and deferred
bonus awards subject to a time condition
only may be considered to count towards
the in-employment shareholding on
a notional post-tax basis.
Executive Directors are
required to build up and
maintain an in-employment
shareholding worth 200%
of salary (100% for other
senior management).
Executive Directors are
normally required to hold
shares at a level equal to the
lower of their shareholding
at cessation and 200% of
salary for two years post-
employment (excluding
shares purchased with own
funds and any shares from
share plan awards made
before the adoption of the
previous Policy (approved
on 29 January 2021)).
Not applicable.
Chair and
Non-Executive
Directors’
fees and
benefits
To provide compensation
in line with the demands
of the roles at a level
that attracts high-calibre
individuals and reflects their
experience and knowledge.
Fees are normally reviewed annually,
taking into account factors such as the
time commitment and contribution of
the role and market levels in companies
of comparable size and complexity.
The Chair is paid an all-inclusive fee for
all Board responsibilities.
Fees for the other Non-Executive
Directors may include a base fee and
additional fees for further responsibilities
(for example, for chairing Board
Committees or for holding the office
of Senior Independent Director).
The Company repays any reasonable
expenses that a Non-Executive Director
incurs in carrying out their duties as
a Director, including travel, hospitality-
related and other modest benefits and
any tax liabilities thereon, if appropriate.
If there is a temporary yet material
increase in the time commitments for
Non-Executive Directors, the Board
may pay extra fees on a pro-rata basis
to recognise the additional workload.
No prescribed maximum fee
or maximum fee increase.
Increases will be informed
by taking into account
internal benchmarks such
as the salary increase for
the general workforce and
will have due regard to
the factors set out in the
‘Operation’ column of
this table.
Not applicable.
98
Avon Technologies plc
Annual Report and Accounts 2025
Illustration of the application of the Policy
The balance between fixed and variable ‘at risk’ elements of remuneration changes with performance. Our Policy results in a significant proportion of
remuneration received by Executive Directors being dependent on performance. The charts below illustrate how the Policy would function for minimum,
on-target and maximum performance in the third year of the Policy.
Max. with growth
Maximum
On-target
Minimum
Max. with growth
Maximum
On-target
Minimum
Annual bonus
Long-term incentive
Share price growth
Fixed
CEO
100%
51%
20%
43%
35%
27%
22%
29%
30%
30%
32%
27%
16%
25%
18%
100%
53%
17%
29%
39%
33%
24%
CFO
0
£250
£500
£750
£1,000
£1,250
£1,500
£1,750
£2,000
£2,250
£2,500
£2,750
£3,000
£3,250
£’000
Assumptions for the chart above
• Minimum: comprises fixed pay for the year made up of base salary
(applying from 1 October 2025), the value of pension at 7.5% of annual
base salary and the estimated value of benefits using FY25 values.
• On-target: bonus achieved at 50% of the maximum opportunity,
i.e. 62.5% of salary and with the on-target level of vesting assumed
to be 25% of the face value of grant.
• Maximum: full bonus achieved and LTIP vesting in full, i.e. 125% of
salary bonus pay-out and an LTIP vesting of 175% of salary for CEO and
150% for CFO.
• Share price appreciation of 50% has been assumed for the LTIP awards
under the final ‘Max. with growth’ scenario.
• Amounts relating to all-employee share schemes have, for simplicity,
been excluded from the charts.
Selection of performance measures and targets
Annual bonus
The Executive Directors’ annual bonus arrangements are focused on
the achievement of the Company’s short- and medium-term financial
objectives, with financial measures selected to closely align the
performance of the Executive Directors with the strategy of the business
and with shareholder value creation. Where non-financial objectives are
set, these are chosen to support the delivery of the longer-term strategic
milestones which link to those KPIs of most relevance to each Director’s
individual responsibilities.
Details of the measures used for the annual bonus are provided in the
Annual Report on Remuneration.
Long-Term Incentive Plan
One of the primary aims of the share matching arrangement was to
motivate participants to make a substantial investment in the Group
and to achieve very stretching adjusted EPS and ROIC growth targets
aligned to the delivery of the STAR strategy.
The share matching arrangement operated for the first year of the
2024 Policy period only, after which the Committee has returned to
making annual awards under our normal LTIP. The Committee will review
the choice of performance measures and the appropriateness of the
performance targets prior to each LTIP grant. The target ranges for LTIP
awards will be set as sliding scales which will be calibrated at the time
of award, taking account of internal and external forecasts, to encourage
continuous improvement (CI) and incentivise the delivery of stretch
performance. Details of the measures, weightings and targets for the
FY26 awards are set out in the Annual Report on Remuneration.
Flexibility, discretion and judgement
The Remuneration Committee operates the annual bonus and LTIP
according to the rules of each respective plan, which, consistent with
market practice, include discretion in a number of respects in relation
to the operation of each plan. Discretions include:
• who participates in the plan, the quantum of an award and/or payment
and the timing of awards and/or payments;
• determining the extent of vesting;
• treatment of awards and/or payments on a change of control or
restructuring of the Group;
• whether an Executive Director or a senior manager is a good/bad leaver
for incentive plan purposes and whether the proportion of awards that
vest do so at the time of leaving or at the normal vesting date(s);
• how and whether an award may be adjusted in certain circumstances
(e.g. for a rights issue, a corporate restructuring or special dividends);
what the weighting, measures and targets should be for the annual
bonus plan and LTIP awards from year to year;
• the ability, within the Policy, if events occur that cause the Committee
to determine that the conditions set in relation to an annual bonus plan
or a granted LTIP award are no longer appropriate or unable to fulfil
their original intended purpose, to adjust targets and/or set different
measures or weightings for the applicable annual bonus plan and
LTIP awards. Any such changes would be explained in the subsequent
Directors’ Remuneration Report and, if appropriate, would be the subject
of consultation with the Company’s major shareholders; and
• the ability to override formulaic outcomes in line with Policy.
All assessments of performance are ultimately subject to the Committee’s
judgement and discretion is retained to adjust payments in appropriate
circumstances as outlined in this Policy. Any discretion exercised (and the
rationale) will be disclosed.
Remuneration Committee Report
continued
DIRECTORS’ REMUNERATION POLICY
CONTINUED
Strategic report
Governance
Financial statements
Avon Technologies plc
99
Annual Report and Accounts 2025
Legacy arrangements
For the avoidance of doubt, in approving this Directors’ Remuneration
Policy, authority is given to the Company to honour any previous
commitments entered into with current or former Directors (such as
the payment of a pension or the unwinding of legacy share schemes
or historical share awards granted before the approval of this Policy)
that remain outstanding.
Approach to recruitment remuneration
New Executive Directors will be offered a base salary in line with the
Policy. This will take into consideration a number of factors including
external market forces, the expertise, experience and calibre of the
individual, and current level of pay. Where the Committee has set the
salary of a new appointment at a discount to the market level initially
until proven, an uplift or a series of planned increases may be applied in
order to bring the salary to the appropriate market position over time.
For external and internal appointments, the Committee may agree that
the Company will meet appropriate relocation and/or related incidental
expenses as appropriate.
Annual bonus awards, LTIP awards and pension contributions would
not be in excess of the levels stated in the Policy.
Depending on the timing of the appointment, the Committee may
deem it appropriate to set different annual bonus performance conditions
for the first performance year of appointment. An LTIP award can be
made shortly following an appointment (assuming the Company is not
in a close period). In the case of an internal appointment, any variable
pay element awarded in respect of the prior role would be allowed to
pay out according to its terms, adjusted as relevant to take into account
the appointment.
In addition, the Committee may offer additional cash and/or share-based
buyout awards when it considers these to be in the best interests of the
Company (and therefore shareholders) to take account of remuneration
given up at the individual’s former employer. This includes the use
of awards made under 9.4.2 of the Listing Rules. Such awards would
be capped at a reasonable estimate of the value forgone and would
reflect, as far as possible, the delivery mechanism, time horizons and
whether performance requirements are attached to that remuneration.
Shareholders will be informed of any such payments at the time of
appointment and/or in the next published Annual Report.
For the appointment of a new Chair or Non-Executive Director,
the fee arrangement would be set in accordance with the approved
Remuneration Policy.
Service contracts, letters of appointment and
policy on payments for loss of office
Executive Directors
The Company’s policy is that Executive Directors should normally
be employed under a contract which may be terminated by either
the Company or the Executive Director giving no more than
12 months’ notice.
The Company may terminate the contract with immediate effect with
or without cause by making a payment in lieu of notice by monthly
instalments of salary and benefits, with reductions for any amounts
received from providing services to others during this period. There are
no obligations to make payments beyond those disclosed elsewhere in
this report.
The Remuneration Committee strongly endorses the obligation on an
Executive Director to mitigate any loss on early termination and will seek
to reduce the amount payable on termination where it is appropriate to
do so. The Committee will also take care to ensure that, while meeting its
contractual obligations, poor performance is not rewarded. The Executive
Directors’ contracts contain early termination provisions consistent with
the Policy outlined above.
The Group may pay outplacement and professional legal fees incurred by
Executives in finalising their termination arrangements, where considered
appropriate, and may pay any statutory entitlements or settle compromise
claims in connection with a termination of employment, where
considered in the best interests of the Company. Outstanding savings/
shares under all-employee share plans would be transferred in accordance
with the terms of the plans.
A pro-rated bonus may be paid subject to performance, for the period of
active service only. Outstanding share awards may vest in accordance with
the provisions of the various scheme rules.
Under the Deferred Bonus Plan, the default treatment is that any
outstanding awards will continue on the normal timetable, save for
forfeiture for serious misconduct. Clawback and malus provisions will
also apply. On a change of control, awards will generally vest on the date
of a change of control, unless the Committee permits (or requires) awards
to roll over into equivalent shares in the acquirer.
Under the LTIP, any outstanding awards will ordinarily lapse; however, in
‘good leaver’ cases the default treatment is that awards will vest subject to
the original performance condition and time pro-ration and the holding
period will normally continue to apply.
For added flexibility, the rules allow for the Committee to decide not to
pro-rate (or pro-rate to a lesser extent) if it decides it is appropriate to do
so, and to allow vesting to be triggered at the point of leaving by reference
to performance to that date, rather than waiting until the end of the
performance period. On a change of control, any vesting of awards will be
subject to assessment of performance against the performance conditions
and will normally be pro-rated. The Committee has the flexibility to
decide not to pro-rate (or to pro-rate to a lesser extent) if it decides it is
appropriate to do so.
Where a buy-out award is made under the Listing Rules then the leaver
provisions would be determined as part of the terms of the award.
Chair and Non-Executive Directors
All Non-Executive Directors have letters of appointment rather than
service contracts and are appointed on a rolling annual basis, which
may be terminated on giving up to three months’ notice at any time
by either party.
Chair and Non-Executive Director appointments are subject to Board
approval and election by shareholders at each Annual General Meeting.
Key details of the service contracts and letters of appointment of the
current Directors can be found in the Annual Report on Remuneration,
and all service contracts and letters of appointment are available for
inspection at the Company’s registered office.
External appointments
The Company recognises that its Executive Directors may be invited
to become Non-Executive Directors of other companies. Such
Non-Executive duties can broaden a Director’s experience and
knowledge, which can benefit Avon Technologies. Subject to approval
by the Board, Executive Directors are allowed to accept Non-Executive
appointments, provided that these appointments are not likely to lead
to conflicts of interest, and the Committee will consider its approach to
the treatment of any fees received by Executive Directors in respect of
Non-Executive roles as they arise.
Remuneration Committee Report
continued
Avon Technologies plc
100
Annual Report and Accounts 2025
ANNUAL REPORT ON REMUNERATION
Role and composition of the
Remuneration Committee
The Board is ultimately accountable for executive remuneration
and delegates this responsibility to the Remuneration Committee.
The Remuneration Committee is responsible for developing and
implementing a Remuneration Policy that supports the Group’s strategy
and for determining the Executive Directors’ individual packages
and terms of service together with those of the other members of
the Executive Committee. When setting the remuneration terms for
Executive Directors, the Committee reviews and has regard to workforce
remuneration and related policies and takes close account of the UK
Corporate Governance Code requirements for clarity, simplicity, risk
mitigation, predictability, proportionality and alignment to culture.
The Remuneration Committee’s terms of reference are available on
the Company’s website and include:
• determining and agreeing with the Board the policy for the
remuneration of the Company’s CEO, CFO, Chair and Company Secretary
and such other members of the senior management team as it chooses
to consider or is designated to consider (currently the Executive
Committee), having regard to remuneration trends across the Group;
• putting in place a remuneration structure that supports strategy
and promotes long-term sustainable success – with executive
remuneration aligned to Company purpose and values and clearly
linked to the successful delivery of the Company’s long-term strategy –
and which attracts, retains and motivates executive management of
the quality required to run the Company successfully without paying
more than is necessary, having regard to views of shareholders and
other stakeholders;
• reviewing the pay arrangements put in place for the broader workforce;
• within the terms of the agreed policy, determining the total
individual remuneration package of each Executive Director including,
where appropriate, bonuses, incentive payments, share options and
pension arrangements;
• determining the targets for the performance-related bonus schemes for
the Executive Directors and the Group Executive management team;
• reviewing the design of all share incentive plans for approval by the
Board and shareholders;
• for any such discretionary plans, determining each year whether awards
will be made, the overall amount of such awards, the individual awards
to Executive Directors and the Group Executive management team
(and others) and the performance targets to be used; and
• agreeing termination arrangements for senior executives.
The Committee currently comprises Victor Chavez (Chair),
Bruce Thompson, Bindi Foyle and Maggie Brereton.
By invitation of the Committee, meetings are also attended by the
CEO, CFO, Company Secretary (who acts as secretary to the Committee)
and Group HR Director, who are consulted on matters discussed by the
Committee, unless those matters relate to their own remuneration.
Advice or information is also sought directly from other employees
where the Committee feels that such additional contributions will
assist the decision-making process.
The Committee is authorised to take such internal and external advice
as it considers appropriate in connection with carrying out its duties,
including the appointment of its own external remuneration advisors.
During the period, the Committee was assisted in its work by FIT
Remuneration Consultants LLP (‘FIT’). FIT was appointed in December
2019 and has provided advice in relation to general remuneration matters
and the review of the Remuneration Policy. Fees paid to FIT in relation to
advice provided to the Committee during the current year were £56,998
(excluding VAT), charged on a time/cost basis. FIT also provided advice to
the Company in relation to Non-Executive Director fees and on technical
share plan implementation matters, but other than this did not provide
any other services to the Company.
FIT is a member of the Remuneration Consultants Group and, as such,
voluntarily operates under the Code of Conduct in relation to executive
remuneration consulting in the UK. The Committee is satisfied that the
advice it received from FIT was objective and independent.
The Committee addressed the following main topics during the
financial period. It:
• assessed whether our remuneration framework is appropriately aligned
with our culture and values and motivates our leaders to achieve the
Group’s strategic objectives;
• reviewed guidance from investor bodies and institutional shareholders;
• reviewed and approved the remuneration packages for our current
Executive Directors;
• approved the annual bonus outcome for the 2024 financial period and
received updates on the 2025 bonus scheme (financial performance and
strategic measures);
• reviewed and confirmed the performance outcomes of the LTIP awards;
• monitored the performance of the outstanding awards against their
performance targets; and
• approved restricted stock awards for a select group of key employees as
a retention tool.
Since the end of the 2025 financial period, the Committee has:
• approved annual bonus outcomes for the Executive Directors and
the Executive Board, following completion of the external audit in
November 2025;
• agreed the annual bonus structure for the year ending 30 September
2026; and
• agreed the LTIP metric and targets for awards to be granted in the 2026
financial period.
The information that follows has been audited (where indicated) by the
Company’s auditor, KPMG LLP.
Strategic report
Governance
Financial statements
Avon Technologies plc
101
Annual Report and Accounts 2025
Single total figure of remuneration for Directors for the year ended 30 September 2025 (audited)
Directors’ single total figures of remuneration for the year ended 30 September 2025 were as follows:
Fixed
Variable
Basic salary
Other
remuneration
Annual
remuneration
Total
and fees
Pension
1
benefits
2
sub-total
bonus
LTIP
6
sub-total
remuneration
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
Current Executive Directors
Jos Sclater
2025
572
43
17
632
715
869
5
1,584
2,216
2024
550
41
16
607
688
688
1,295
Rich Cashin
2025
390
29
16
435
487
507
5
994
1,429
2024
375
28
16
419
469
237
7
706
1,125
Non-Executive Directors
Bruce Thompson
2025
190
190
190
2024
183
183
183
Chloe Ponsonby
3
2025
2024
34
34
34
Bindi Foyle
2025
71
71
71
2024
65
65
65
Victor Chavez
2025
65
65
65
2024
57
57
57
Maggie Brereton
4
2025
54
54
54
2024
26
26
26
Notes to total figure of remuneration table
1.
Rich Cashin was a member of the Group’s money purchase scheme in FY25. Contributions to the scheme were £10k. Remaining pension contributions for Rich Cashin and Jos Sclater were paid as
a salary supplement.
2.
Benefits for FY25 included a car allowance, the cost of private health insurance, critical illness cover and executive medical.
3.
Chloe Ponsonby stepped down from the Board on 31 March 2024.
4.
Maggie Brereton joined the Board as Non-Executive Director on 1 April 2024.
5.
Based on an assessment undertaken to 11 November 2025, the TSR performance is tracking at 100% vesting (or 50% of the whole award) and is reflected in the above table. Jos Sclater and Rich Cashin’s
LTIP figure in the single figure table reflects the provisional TSR vesting outcome and has been valued using a share price of £20.54, being the three-month average share price to 30 September 2025.
6.
The notional non-cash IFRS 2 equity settled share-based payment expense in respect of the Directors was £1,370k (2024: £754k).
7.
The LTIP figure for 2024 has been updated from the prior year Remuneration Report to reflect the actual level of vesting and the value of vested shares using the share price on 10 March 2025 (£14.21),
rather than the estimated values provided previously. The figure includes the value of dividend equivalents that accrued on vested awards.
Annual bonus for the year ended 30 September 2025 (audited)
The annual bonus opportunity for Executive Directors for FY25 was 125% of salary and this was based on absolute Group operating profit (50%),
average working capital turns (30%) and strategic objectives (20%).
The targets applying to each measure and performance against them are set out in the table below:
Threshold
Target
Stretch
Actual/
%
Bonus payable
(0% payable)
(50% payable)
(100% payable)
reported
achievement
(% of maximum)
Group adjusted operating profit (50%)
$31.5m
$35.0m
$36.8m
$40.3m
100%
50%
Average working capital turns (30%)
4.28
4.76
5.00
5.19
100%
30%
Strategic objectives (20%)
Set out in more detail below
100%
20%
Total
100%
• Group adjusted operating profit as defined in the Adjusted Performance Measures section of the 2025 Annual Report.
• Average Group working capital turns means the ratio of the 12-month average month end working capital (defined as the total of inventory, receivables
and payables excluding lease liabilities) to revenue as defined in the Adjusted Performance Measures section of the 2025 Annual Report.
Remuneration Committee Report
continued
ANNUAL REPORT ON REMUNERATION
CONTINUED
Avon Technologies plc
102
Annual Report and Accounts 2025
The strategic element of the bonus for FY25 was based on the following broad categories, with objectives assigned to each. The categories and
achievements are set out in the table below:
Strengthen through
We developed our own Strengthen System and trained all employees to increase capability. We also
continuous improvement
developed experts in the Strengthen System through intensive training in Japan. Year-on-year average
productivity increased 8%, inventory turns rose 8% and scrap reduced 24%. Revenue per utilised square foot
increased 43%.
Transform to free up resource and
We successfully closed our Californian factory ahead of the original plan and ramped up production in
cash to invest into future growth and
Cleveland. All factories developed and implemented new layouts to optimise flow and productivity.
drive margin improvement
Advance by building the foundations
The closing order book increased by 16% year on year. The pipeline of opportunities also increased
for medium-term growth through
significantly, with new products such as chemically resistant suits, MITR, a new Voice Projection Unit,
increased order book and pipeline
Rifletech, Epic and the MCM rebreather all positioned to drive future growth.
Ensure the long-term future of the
We won funding from the DoW to develop MITR for DoW, Special Forces and Federal use and to develop an
Group by developing new products
integrated head protection system. We also continued to work on a funded development programme to
reduce traumatic brain injury.
Outmanage peers by ensuring
A new STAR Academy has been developed to increase internal capability. Employee engagement increased
excellent strategy execution
to 76%. We upskilled our people in commercial excellence and ensured full alignment of objectives.
Based on the above assessment, a bonus of 100% of maximum (or 125% of salary) was earned. The Committee believes this is an appropriate outcome
and reflects underlying business performance during the year. In line with the Policy, one quarter of the bonus will be deferred in shares for two years.
Incentive awards vesting (audited)
Awards granted in FY23
LTIP awards held by Jos Sclater (granted 18 January 2023) and Rich Cashin (granted 21 December 2022) were based on three-year performance targets.
Half of the award was subject to a relative TSR condition (measuring performance against the constituents of the FTSE 250 excluding investment trusts)
and the other half was subject to EPS growth targets.
The TSR measurement period will end on the three-year anniversary of the grant dates, with the Company’s TSR performance determined at this point.
The Company delivered an adjusted basic EPS of 91.2c, which was below the threshold growth target. Therefore, this element of the award will lapse.
Weighting
Threshold
Maximum
Actual performance
% vesting
TSR
50%
Median
Upper quintile
Above upper quintile
100%
(estimated)
Adjusted basic EPS
50%
100c
150c
91.2c
0%
Based on an assessment undertaken to 31 October 2025, the TSR performance is tracking at 100% vesting and is reflected in the above table.
Jos Sclater’s and Rich Cashin’s 2025 LTIP figures in the single figure table reflect the provisional TSR vesting outcome of 100% and the actual EPS
vesting outcome of 0%. Figures are based on a share price of £20.54, being the three-month average share price to 30 September 2025.
Awards granted in FY22
Awards granted on 1 February 2022 to the former CEO Paul McDonald and on 8 March 2022 to CFO Rich Cashin were based on three-year performance
targets. Half of the award was subject to a relative TSR condition (measuring performance against the constituents of the FTSE 250 excluding investment
trusts) and the other half was subject to EPS growth targets. The EPS element of the award lapsed in full based on FY24 performance as described in the
prior year Remuneration Committee Report.
The TSR measurement period ended on 31 January 2025, with the Company’s TSR performance determined at this point.
Weighting
Threshold
Maximum
Actual performance
% vesting
TSR
50%
Median:
Upper quintile:
26.0% TSR
92.29%
(13.9%) TSR
33.4% TSR
Rich Cashin’s 2024 LTIP figure in the single figure table reflects the value of vested and exercised awards, including dividend equivalents that accrued on
vesting, at the share price on 10 March 2025 (£14.21). As the options have an exercise price of £nil, the gain on exercise of share options for Directors in the
year is equal to the amount reported in the single figure table for the 2024 LTIP (as those options reported last year were all exercised in the current year).
LTIP awards granted in the year ended 30 September 2025 (audited)
The table below provides details of share awards granted to Jos Sclater and Rich Cashin on 26 November 2024:
Face value of
End of
Number of shares
Award percentage
award
performance
Type of award
Basis of award
under award
1
of salary
£’000
period
Jos Sclater
Nil cost option
Normal LTIP
72,575
175%
1,001
30 September 2027
Rich Cashin
Nil cost option
Normal LTIP
42,379
150%
585
30 September 2027
1.
The total number of shares under the award was determined by dividing the face value of the award by £13.80 (the average of the closing prices for the five dealing days preceding the grant date).
Strategic report
Governance
Financial statements
Avon Technologies plc
103
Annual Report and Accounts 2025
Directors’ shareholdings and share interests and position under shareholding guidelines (audited)
Beneficial interests of Directors, their families and trusts in ordinary shares of the Company at 30 September 2025 were as follows.
Other than monthly purchases by Jos Sclater and Rich Cashin under the Share Incentive Plan, there have been no changes between the year end and
date of signing this report.
Number of shares owned
Deferred shares held
Unvested shares
Shareholding %
outright (including
under annual bonus
subject to performance
of salary at
Shareholding guidelines
connected persons)
scheme requirements
1
Total shareholding
conditions
2
30 September 2025
(200% of salary) met?
Jos Sclater
72,368
8,157
80,525
391,897
299%
Yes
Rich Cashin
56,328
5,990
62,318
251,688
340%
Yes
Bruce Thompson
41,000
N/A
N/A
Bindi Foyle
2,000
N/A
N/A
Victor Chavez
3,048
N/A
N/A
Maggie Brereton
1,565
N/A
N/A
1.
Includes shares deferred as nil cost options, net of expected taxes.
2.
Unvested LTIP awards.
Outstanding LTIP awards (audited)
Award held at
Granted in
Vested in
Lapsed in
Outstanding awards at
Award date
1 October 2024
the period
the period
the period
30 September 2025
Jos Sclater
26 November 2024
72,575
72,575
26 January 2024
234,715
234,715
18 January 2023
84,607
84,607
Rich Cashin
26 November 2024
42,379
42,379
26 January 2024
159,903
159,903
21 December 2022
49,406
49,406
08 March 2022
32,686
(15,082)
1
(17,604)
1.
1,571 additional shares were awarded on vesting for dividend equivalents.
The awards granted in 2022 and 2023 are subject to two performance
criteria. Half the awards are subject to a relative TSR measure and the
other half are subject to an EPS growth condition. The 2024 one-off
matching awards are subject to EPS and ROIC conditions as set out
earlier in this report.
Dilution
The Company reviews the awards of shares made under the all-employee
and executive share plans in terms of their effect on dilution limits in any
rolling ten-year period. In respect of the 10% limits recommended by the
Investment Association, in the ten years ending on 30 September 2025,
the Company has not issued any new shares in this period.
It remains the Company’s practice to use an Employee Share Ownership
Trust (ESOT) in order to meet its liability for shares awarded under the LTIP.
At 30 September 2025 there were 944,810 shares held in the ESOT,
which will either be used to satisfy awards granted under the LTIP
to date, or in connection with future awards. A hedging committee
ensures that the ESOT holds sufficient shares to satisfy existing and
future awards made under the LTIP by buying shares in the market or
recommending the Company issues new shares. Shares held in the
ESOT do not receive dividends.
As at 30 September 2025, the market price of Avon Technologies plc
shares was £21.25 (2024: £12.20). During the year ended 30 September
2025 the highest and lowest daily closing market prices were £21.80
and £12.06 respectively.
Share Incentive Plan
The Company currently operates the Avon Technologies plc Share
Incentive Plan (SIP), approved by shareholders at the AGM in February
2012. All UK tax resident employees of the Company and its subsidiaries
are entitled to participate. Under the SIP, participants purchase shares
in the Company monthly using deductions from their pre-tax pay.
Jos Sclater and Rich Cashin each purchased 117 shares under the SIP
during the period. The maximum contribution each month under
the SIP is currently £150, a sum which is set by the government.
Payments to past Directors, including payments
for loss of office (audited)
Paul McDonald stepped down from the Board and his role as CEO on
30 September 2022. As a good leaver, Paul was allowed to keep his
unvested LTIP awards subject to achievement of performance criteria
and a time pro-rata reduction. The EPS portion of the LTIP award granted
to Paul on 1 February 2022 failed to meet the threshold performance
conditions and this element of the award lapsed. The performance period
for the TSR element ended on 31 January 2025 with 92.29% vesting as
described under the Incentive awards vesting section. Vesting shares
had a value of £143k at the vesting date.
There were no other payments to past Directors, including payments for
loss of office, during the year to 30 September 2025.
Remuneration Committee Report
continued
ANNUAL REPORT ON REMUNERATION
CONTINUED
Avon Technologies plc
104
Annual Report and Accounts 2025
Service contracts and letters of appointment
The table below summarises key details in respect of each Executive
Director’s contract.
Company
Executive
Contract date
notice period
notice period
Jos Sclater
17 October 2022
12 months
12 months
Rich Cashin
6 January 2022
12 months
12 months
The date of each Non-Executive appointment is set out below, together
with the date of their last re-election by shareholders.
Date of initial
Date of last
appointment
re-election
Maggie Brereton
1 April 2024
31 January 2025
Bruce Thompson
1 March 2020
31 January 2025
Bindi Foyle
1 May 2020
31 January 2025
Victor Chavez
1 December 2020
31 January 2025
All service contracts and letters of appointment are available for
inspection at the Company’s registered office.
Other appointments
Jos Sclater remains a Director of two secure companies within the
Ultra Group which were established to safeguard technology critical
to UK national security as part of the acquisition by Cobham in 2021.
Jos Sclater does not receive any remuneration for these services.
Chief Executive Officer’s remuneration
The total remuneration figures, including annual bonus and vested LTIP
awards (shown as a percentage of the maximum that could have been
achieved), for the CEO for each of the last ten financial periods are shown
in the table below. 2025 long-term incentive vesting is an estimate as
described in the Incentive awards vesting section.
Peter Slabbert retired on 30 September 2015. Rob Rennie stood down
from the Board and was replaced by Paul McDonald on 15 February 2017.
Paul McDonald stepped down as CEO on 30 September 2022 and was
replaced by Jos Sclater on 16 January 2023.
Annual bonus
CEO single
pay-out
figure of total
against
Long-term
Financial
remuneration
maximum
incentive
period
CEO
£’000
opportunity
vesting
2025
Jos Sclater
2,216
100%
50%
2
2024
Jos Sclater
1,295
100%
2023
Jos Sclater
510
20%
2022
Paul McDonald
873
44%
0%
2021
Paul McDonald
819
0%
50%
2020
Paul McDonald
1,686
66%
100%
2019
Paul McDonald
928
55%
80%
2018
Paul McDonald
734
80%
84%
2017
Paul McDonald
1
663
81%
99%
2017
Rob Rennie
213
57%
2016
Rob Rennie
484
52%
2015
Peter Slabbert
1,676
91%
100%
2014
Peter Slabbert
1,529
91%
96%
1.
Includes remuneration received in the period prior to his appointment as Director in 2017.
2.
Estimate. Final TSR vesting to be confirmed.
Total shareholder return performance graph
The following graph illustrates the total return, in terms of share price growth and dividends, on a notional investment of £100 in the Company over
the last ten years relative to the FTSE Small Cap Index (excluding investment trusts), the FTSE 250 Index (excluding investment trusts) and the FTSE
All- Share Index (excluding investment trusts). These indices were chosen by the Remuneration Committee as a competitive indicator of general
UK market performance for companies of a broadly similar current and past size.
Sep 2025
Sep 2024
Sep 2023
Sep 2022
Sep 2021
Sep 2020
Sep 2019
Sep 2018
Sep 2017
Sep 2016
Sep 2015
FTSE Small Cap Ex. Inv. Trusts
FTSE All-Share Ex. Inv. Trusts
FTSE 250 Ex. Inv. Trusts
Avon Technologies plc
0
100
200
300
400
500
600
Source: Datastream (a Refinitiv product).
Strategic report
Governance
Financial statements
Avon Technologies plc
105
Annual Report and Accounts 2025
Percentage change in remuneration of Directors compared with other employees
The following table shows the percentage change in each Executive and Non-Executive Director’s remuneration compared with the average change for
all employees of the Company for the past five years.
Salary/fee
Pension and other benefits
Annual bonus
2025
2024
2023
2022
2021
2025
2024
2023
2022
2021
2025
2024
2023
2022
12
2021
Current Directors
Jos Sclater
1
4.0%
46.3%
4.6%
40.7%
4.0%
639.8%
Rich Cashin
2
4.0%
4.5%
80.4%
3.0%
5.8% 105.0%
4.0%
421.1%
(15.1)%
Bruce Thompson
3
4.0%
4.5%
0.0%
13.6%
541.7%
Bindi Foyle
4
8.2%
8.9%
0.0%
5.3% 235.3%
Victor Chavez
5
13.5%
14.9%
0.0%
19.0%
Maggie Brereton
6
108.0%
Past Directors
Paul McDonald
7
(33.3)%
2.8%
22.0%
(45.3)%
(17.6)%
15.2%
(100.0)%
(100.0)%
Nick Keveth
8
(48.6)%
22.8%
(44.8)%
13.6%
(100.0)%
Pim Vervaat
9
(58.9)%
David Evans
9
(82.9)%
Chloe Ponsonby
10
(47.8)%
0.0%
(3.0)%
19.6%
All employees
11
6.7%
11.3%
5.3%
3.2%
4.7%
6.7%
10.8%
11.2%
3.9%
6.8%
451.3%
17.3%
(36.8)%
N/A
(100.0)%
1.
Jos Sclater joined the Board on 16 January 2023.
2.
Rich Cashin joined the Board on 31 March 2022.
3.
Bruce Thompson was appointed as Chair on 2 December 2020.
4.
Bindi Foyle was appointed to the Board as Non-Executive Director with effect from 1 May 2020, she took over as Chair of the Audit Committee on 29 January 2021 and was appointed Senior Independent
Director from 1 April 2024.
5.
Victor Chavez was appointed to the Board with effect from 1 December 2020 and took over as Chair of the Remuneration Committee on 1 April 2024.
6.
Maggie Brereton joined the Board on 1 April 2024.
7.
Paul McDonald stepped off the Board on 30 September 2022.
8.
Nick Keveth stepped off the Board on 31 March 2022.
9.
Pim Vervaat and David Evans stepped off the Board on 29 January 2021 and 2 December 2020 respectively.
10. Chloe Ponsonby stepped off the Board on 31 March 2024.
11. As the only Avon Technologies plc employees are the CEO and the CFO, comparative figures for all UK employees of the Group have been set out on a voluntary basis. To aid comparison, the group of employees
selected are those full-time UK employees who were employed over the complete period.
12. In 2021 no bonuses were payable to Directors or employees, meaning percentage changes are not applicable for 2022.
Chief Executive Officer to employee pay ratio
The table below sets out the ratio between the total remuneration of
the CEO and the total remuneration of the employees at the 25th, 50th
(median) and 75th percentiles of the UK workforce.
The reward policies and practices across the Group are considered
by the Committee in the design process and implementation of the
Remuneration Policy each year for the Executive Directors. The Committee
is satisfied that the median pay ratio for FY25 is consistent with the
pay, reward and progression policies for UK employees. Year-on-year
movements in the CEO pay ratio are likely to be volatile due to the
wide range of incentive outcomes for the CEO single figure, but the
Remuneration Committee does note the ratio and will monitor
long-term trends.
The increase in 2025 ratios is mainly due to the CEO’s LTIP outcome.
This benefited from significant share price appreciation above the grant
price, reflecting value generated for all stakeholders.
Financial
period
Method
25th percentile
Median
75th percentile
2025
A
71:1
58:1
35:1
2024
A
43:1
36:1
20:1
2023
A
26:1
21:1
13:1
2022
A
36:1
28:1
19:1
2021
A
36:1
29:1
20:1
The 25th, 50th and 75th percentile-ranked individuals have been identified
using Option A in accordance with the reporting regulations, selected
on the basis that this provides the most robust and statistically accurate
means of identifying the relevant employees. The day by reference to
which the 25th, 50th and 75th percentile employees were determined was
30 September 2025. The CEO pay figure is the total remuneration figure
as set out in the single figure table and then annualised and equivalent
figures (on a full-time equivalent basis) have been calculated for the
relevant 25th, 50th and 75th percentile employees.
The total remuneration figures used to calculate the ratios for each of the
25th percentile, median and 75th percentile employees are set out below:
Financial period
25th percentile
Median
75th percentile
2025
£31,387
£39,870
£65,021
The salary element (including overtime and other pay allowances) for each
of these figures is set out below:
Financial period
25th percentile
Median
75th percentile
2025
£30,083
£37,226
£59,125
Remuneration Committee Report
continued
ANNUAL REPORT ON REMUNERATION
CONTINUED
Avon Technologies plc
106
Annual Report and Accounts 2025
The reward policies and practices across the Group are considered
by the Committee in the design process and implementation of the
Remuneration Policy each year for the Executive Directors. The Committee
is satisfied that the median pay ratio for FY25 is consistent with the
pay, reward and progression policies for UK employees. Year-on-year
movements in the CEO pay ratio are likely to be volatile due to the
wide range of incentive outcomes for the CEO single figure, but the
Remuneration Committee does note the ratio and will monitor
long-term trends.
The Committee is satisfied that CEO remuneration is reasonable and
consistent with the Company’s wider policies on employee pay,
reward and progression.
Relative importance of spend on pay
The following table shows the change in Group expenditure between
the current and previous financial periods on remuneration and
associated costs for all employees globally, set against distributions to
shareholders and other uses of profit or cash flow, being profits retained
within the business, investments in research and development, and other
capital expenditure.
2025
2024
%
$m
$m
change
Overall expenditure on
pay (note 6.1)
99.1
90.7
9.3%
Dividends paid
7.2
6.8
5.9%
Profit/(loss) retained
(profit/loss for the
period less dividends)
3.1
(3.8)
N/A
Total R&D expenditure
13.5
11.4
18.4%
Other capital expenditure
(excluding capitalised
development costs)
7.1
11.2
(36.6%)
Implementation of Policy for the year ended
30 September 2026
Basic salary
Salaries have been increased by 3.5% for Jos Sclater and Rich Cashin.
This is in line with the average increase across the wider UK workforce.
2026
2025
£
£
Jos Sclater
592,333
572,302
Rich Cashin
403,536
389,889
Non-Executive Director fees
Fees have been increased by 3.5% for the Non-Executive Directors.
This is in line with the average increase across the wider UK workforce.
2026
2025
£
£
Chair
196,847
190,190
Non-Executive Director
56,242
54,340
Committee Chair
11,248
10,868
Senior Independent Director
11,248
10,868
Benefits
Benefits remain unchanged and include a car allowance, the cost of
private health insurance, life insurance, critical illness insurance and
executive medical.
Pension
The Executive Directors receive a contribution towards pension of 7.5%
of basic salary, paid either as a non-pensionable salary supplement or
delivered through the Group’s money purchase scheme. This contribution
rate is in line with the UK workforce rate.
Annual bonus
For the FY26 financial period, the maximum opportunity under the annual
bonus plan will be 125% of base salary for both Executive Directors. 25% of
the total bonus payment will be deferred into shares for two years.
Bonuses will be based on absolute Group adjusted operating profit
(50%), Group average inventory turns (30%) and strategic objectives
(20%). The actual targets are commercially sensitive and will be disclosed
on a retrospective basis.
FY26 LTIP awards
LTIP awards will be made to senior executives in FY26 with a face value of
175% of salary for the CEO and 150% for the CFO.
For the FY26 LTIP awards, the measures will be based 50% on EPS, 30%
on ROIC and 20% on absolute TSR. The EPS and ROIC targets will relate to
performance for the year ending 30 September 2028.
In determining the targets for the FY26 LTIP, the Committee has sought to
include an appropriate degree of stretch to ensure that there would only
be a full pay-out if excellent performance is delivered. The table below
sets out the targets for the FY26 LTIP and how they compare with targets
attached to last year’s awards.
Strategic report
Governance
Financial statements
Avon Technologies plc
107
Annual Report and Accounts 2025
Proposal for the FY26 LTIP structure
Normal LTIP
FY26
FY25
(maximum 175% of salary)
LTIP
2
LTIP
Adjusted EPS
Weighting
50%
50%
Threshold
130c
100c
Maximum
160c
140c
ROIC
Weighting
30%
30%
Threshold
20%
18%
Maximum
24%
22%
Absolute TSR
1
Weighting
20%
20%
Threshold
£22.00
£16.00
Maximum
£26.00
£20.00
1.
For the FY26 LTIP the absolute TSR metric will be measured by reference to the three-month average share price for the period 1 July 2028 to 30 September 2028. Any ordinary dividends paid over the three-year
performance period (1 October 2025 to 30 September 2028) will be added to the three-month average share price.
2.
The Committee retains discretion to adjust the targets or outcomes in the event of share buyback, special dividends and/or M&A.
The Committee believes the EPS, ROIC and absolute TSR targets for 2026 are stretching when considered against actual performance for 2025 and internal
forecasts and relative to market consensus.
Statement of shareholder voting on the Remuneration Report
The shareholder vote on the Remuneration Report for the year ended 30 September 2024 at the AGM which took place on 31 January 2025 was
as follows:
Total (excluding
Votes for
Votes against
withheld and
(including
(excluding
third party
Resolution
discretionary)
% for
withheld)
% against
discretionary)
Withheld
Approval of the Directors’ Remuneration Report
21,345,471
99.76%
52,048
0.24%
21,397,519
5,676
This Remuneration Report has been approved by the Board of Directors and signed on its behalf by:
Victor Chavez CBE
Chair of the Remuneration Committee
11 November 2025
108
Avon Technologies plc
Annual Report and Accounts 2025
The Directors submit the Annual Report and audited financial statements
of Avon Technologies plc (‘the Company’) and the Avon Technologies
Group of companies (‘the Group’). The financial period represents the
year ended 30 September 2025 (prior financial period the year ended
30 September 2024). The Company has adopted a calendar year end to
align with the majority of listed peers and certain subsidiary companies.
The Company is a public limited company incorporated and domiciled
in England and Wales with company registration number 32965. The
Company’s subsidiary undertakings, including those located outside
the UK, are listed in note 7.3 of the financial statements.
Strategic Report
The Strategic Report, which contains a review of the Group’s business
(including by reference to key performance indicators), a description of the
principal risks and uncertainties facing the Group, and commentary on
likely future developments, is set out on pages 2 to 75 and is incorporated
into this Directors’ Report by reference.
Financial results and dividend
The Group statutory profit for the period after taxation amounts to
$10.3m (2024: $3.0m). Full details are set out in the Consolidated Statement
of Comprehensive Income on page 123.
An interim dividend of 7.6c per share (converted to 5.6p) was paid on
8 August 2025 (2024: 7.2c).
The Directors recommend a final dividend of 17.0c per share, which will
be converted into GBP prior to payment to shareholders (2024: 16.1c),
resulting in a total dividend distribution per share for the year ended
30 September 2025 of 24.6c per share (2024: 23.3c).
Share capital
The Company only has one class of share capital, which comprises
ordinary shares of £1 each. As at 11 November 2025 the Company has
30,258,194 shares in issue, with 765,098 held in treasury, and no shares
were issued during the period. All shares forming part of the ordinary
share capital have the same rights and carry one vote each. There are
no unusual restrictions on the transfer of a share. Further details of the
shares in issue during the financial year are set out in note 2.2 of the
financial statements.
The full rights and obligations attaching to the Company’s shares as
well as the powers of Directors are set out in the Company’s Articles
of Association (‘the Articles’), copies of which can be obtained from
Companies House or by writing to the Company Secretary. Shareholders
are entitled to receive the Company’s reports and accounts, to attend
and speak at general meetings, to exercise voting rights in person or by
appointing a proxy and to receive a dividend where declared or paid
out of profits available for that purpose. There are no restrictions on the
transfer of issued shares or on the exercise of voting rights attached to
them, except where the Company has suspended their voting rights
or prohibited their transfer following a failure to respond to a notice to
shareholders under section 793 of the Companies Act 2006, or where the
holder is precluded from transferring or voting by the Financial Services
Authority’s Listing Rules or the City Code on Takeovers and Mergers.
The 944,810 shares held in the name of the Employee Share Ownership
Trust are held as a hedge against awards previously made or to be made
pursuant to the Long-Term Incentive Plan and are held on terms which
provide voting rights to the trustee. In FY25 the trust acquired 494,650
shares (2024: 301,947).
The Company is not aware of any agreements between its shareholders
which may restrict the transfer of their shares or the exercise of their voting
rights, the only exception to this being that the trustee of the Employee
Share Ownership Trust has waived its rights to dividends.
At the Company’s last AGM, held on 31 January 2025, shareholders
authorised the Company to make market purchases of up to 3,025,819 of
the Company’s issued ordinary shares. No shares were purchased under
this authority during the period. A resolution will be put to shareholders
at the forthcoming AGM to renew this authority.
The Directors require authority to allot unissued share capital of the
Company and to disapply shareholders’ statutory pre-emption rights.
Such authorities were granted at the 2025 AGM and resolutions to renew
these authorities will be proposed at the 2026 AGM; see explanatory
notes on pages 163 and 164. No shares were allotted under this authority
during the period.
Substantial shareholdings
As at 30 September 2025 the following shareholders held 3% or more of
the Company’s issued share capital:
Alantra Asset Management
15.05%
Aberdeen
7.81%
BlackRock
5.20%
Schroder Investment Management
4.57%
Jupiter Asset Management
3.15%
Fidelity International
3.06%
Significant agreements – change of control
The only significant agreements to which the Company is a party which
take effect, alter or terminate upon a change of control of the Company
following a takeover bid are the Company’s:
• revolving credit facility agreement; and
• Long-Term Incentive Plan (‘the Plan’).
The unsecured revolving credit facility of $137m provided by Barclays
Bank PLC, HSBC UK Bank PLC, Comerica Bank Inc. and Wintrust Bank N.A.
contains a provision which, in the event of a change of control of the
Company, gives each lending bank the right to cancel its commitments
to the Company and to declare all the outstanding amounts and accrued
interest owed to such lending bank immediately due and payable. If
a lending bank does not exercise this right within 15 business days of
being notified of the change of control, it shall not be able to cancel
its commitments or require repayment of its share of the amounts
outstanding under the facility in respect of such change of control.
A change of control will be deemed to have occurred if any person
or group of persons acting in concert (as defined in the City Code on
Takeovers and Mergers) gains direct or indirect control of the Company.
Under the rules of the Plan, on a takeover a proportion of each
outstanding grant will vest. The number of shares that vest is to be
determined by the Remuneration Committee, including by reference
to the extent to which the performance conditions have been satisfied
and the amount of time that has passed since the award was made.
It is possible Trustees of the pension plan may seek to review funding
arrangements and the deficit recovery plan following a change of control,
particularly if that resulted in a weakening of the employer covenant. The
schedule of contributions under the current deficit recovery plan includes
a provision that £2.3m due in 2029 becomes automatically payable in the
event of a change of control, takeover or sale of the Company.
The Company does not have agreements with any Director or employee
that would provide compensation for loss of office or employment
resulting from a change of control, except in relation to the Long-Term
Incentive Plan as described above.
Directors’ Report
109
Avon Technologies plc
Annual Report and Accounts 2025
Strategic report
Governance
Financial statements
Directors
The current Directors as at 11 November 2025 and their biographies are
shown on page 77.
According to the Articles of Association, all Directors are subject to
election by shareholders at the first AGM following their appointment,
and to re-election thereafter at intervals of no more than three years.
In line with best practice reflected in the UK Corporate Governance
Code, all current Directors will be standing for re-appointment at the
forthcoming AGM to be held on 30 January 2026.
The remuneration of the Directors including their respective
shareholdings in the Company is set out in the Remuneration Report
on page 101.
The Company’s rules about the appointment and replacement of
Directors, together with the powers of Directors, are contained in the
Articles. Changes to the Articles must be approved by special resolution
of the shareholders.
Directors’ and Officers’ indemnity insurance
In accordance with the Company’s Articles and subject to the provisions
of the Companies Act 2006 (‘the Act’), the Company maintains, at its
expense, Directors’ and Officers’ liability insurance to provide cover in
respect of legal action against its Directors. This was in force throughout
the financial year and remains in force as at the date of this report.
The Company’s Articles allow the Company to provide the Directors
with funds to cover the costs incurred in defending legal proceedings.
The Company is therefore treated as providing an indemnity for its
Directors and Company Secretary which is a qualifying third-party
indemnity provision for the purposes of the Act.
Conflicts of interest
During the period no Director held any beneficial interest in any
contract significant to the Company’s business, other than a contract of
employment. The Company has procedures set out in the Articles for
managing conflicts of interest. Should a Director become aware that they,
or their connected parties, have an interest in an existing or proposed
transaction with the Group, they are required to notify the Board as soon
as reasonably practicable.
Research and development
The Group continues to utilise its technical and materials expertise to
remain at the forefront of innovative technology and produce specialist
products and services to maximise the performance and capabilities of its
customers. The Group maintains its links to key universities in the US and
UK and continues to work with new and existing customers and suppliers
to develop its knowledge and product range. Total Group expenditure on
research and development in the year was $13.5m (2024: $11.4m), further
details of which are contained in the Strategic Report on page 35.
Corporate governance
The Company’s statement on corporate governance can be found in
the Corporate Governance Report on pages 82 to 85. The Corporate
Governance Report forms part of this Directors’ Report and is incorporated
into it by cross-reference.
Stakeholder engagement
The Board factors stakeholder opinions and feedback into its decisions to
ensure the impact on key stakeholders’ needs and concerns is considered.
More information on how the Board engages with stakeholders can be
found in the Section 172 Statement on pages 72 and 73.
Employee share schemes and plans
The Group encourages its employees to share in the future success of
the Group and operates three share-based incentive plans. The Avon
Technologies plc Share Incentive Plan (SIP) is open to all eligible UK
employees. Under the SIP, participants are able to purchase shares in the
Company monthly using deductions from their pre-tax pay. The Avon
Rubber Employee Stock Purchase Plan (ESPP) is open to all eligible US
employees. Under the ESPP, participants are able to purchase shares in
the Company at a discounted rate from payroll deductions. The Avon
Rubber Long-Term Incentive Plan (LTIP) is designed to align Executive
Directors’ and senior employees’ interests with those of shareholders and
to incentivise the delivery of sustainable earnings growth and superior
shareholder returns. Discretionary awards are granted under the LTIP over
a fixed number of shares by reference to salary, with awards ordinarily
vesting, subject to meeting performance criteria, on the third anniversary
of the grant date.
Environmental and corporate social responsibility
Matters relating to environmental and corporate social responsibility,
including reference to our policy on diversity, are set out in the People
section on pages 57 and 58.
Greenhouse gas emissions
The disclosures concerning greenhouse gas emissions required by law
are included within the Sustainability Report on page 62.
Political and charitable contributions
No political contributions were made during the period or the prior
period. Contributions for charitable purposes amounted to $140,057
(2024: $108,511), consisting of numerous small donations to various
community, veteran and armed forces charities in the UK and US.
Policy on employee disability
Avon provides support, training and development opportunities to all our
employees irrespective of any disabilities they may have. We give full and
fair consideration to disabled applicants, and where an existing employee
becomes disabled during their employment, we will make every effort to
enable them to continue their employment with Avon in their original or
an alternative role.
Financial instruments
An explanation of the Group policies on the use of financial instruments
and financial risk management objectives is contained in note 5.4 of the
financial statements.
Independent auditor
The Directors who held office at the date of approval of this Directors’
Report confirm that, so far as they are each aware, there is no relevant
audit information of which the Company’s auditor is unaware, and each
Director has taken all the steps that they ought to have taken as a Director
to make themselves aware of any relevant audit information and to
establish that the Company’s auditor is aware of that information.
Auditor
KPMG LLP has expressed its willingness to continue in office as
independent auditor and a resolution to re-appoint it and authorising
the Board to agree its remuneration will be proposed at the AGM.
110
Avon Technologies plc
Annual Report and Accounts 2025
Annual General Meeting
The Company’s AGM will be held at our Hampton Park West facility,
Semington Road, Melksham, Wiltshire SN12 6NB, on 30 January 2026 at
10.30 am. Registration will be from 10.00 am. The Notice of the AGM and
an explanation of the resolutions to be put to the meeting are set out in
the Notice of Meeting and can be found on pages 161 to 166.
Statement of Directors’ responsibilities in respect
of the Annual Report and the financial statements
The Directors are responsible for preparing the Annual Report and the
Group and Parent Company financial statements in accordance with
applicable law and regulations.
Company law requires the Directors to prepare Group and Parent
Company financial statements for each financial year. Under that law they
are required to prepare the Group financial statements in accordance
with UK-adopted International Accounting Standards.
Under company law the Directors must not approve the financial
statements unless they are satisfied that they give a true and fair view of
the state of affairs and profit or loss of the Group and Parent Company.
In preparing each of the Group and Parent Company financial statements,
the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable, relevant
and reliable;
• state whether they have been prepared in accordance with UK-adopted
International Accounting Standards;
• assess the Group and Parent Company’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern; and
• use the going concern basis of accounting unless they either intend to
liquidate the Group or the Parent Company or to cease operations, or
have no realistic alternative but to do so.
The Directors are responsible for keeping adequate accounting records
that are sufficient to show and explain the Parent Company’s transactions
and disclose with reasonable accuracy at any time the financial position
of the Parent Company and enable them to ensure that its financial
statements comply with the Companies Act 2006.
They are responsible for such internal control as they determine is
necessary to enable the preparation of financial statements that are free
from material misstatement, whether due to fraud or error, and have
general responsibility for taking such steps as are reasonably open to
them to safeguard the assets of the Group and to prevent and detect
fraud and other irregularities.
Under applicable law and regulations, the Directors are also responsible for
preparing a Strategic Report, Directors’ Report, Directors’ Remuneration
Report and Corporate Governance Statement that comply with that law
and those regulations. The Directors are responsible for the maintenance
and integrity of the corporate and financial information included on
the Company’s website. Legislation in the UK governing the preparation
and dissemination of financial statements may differ from legislation in
other jurisdictions.
In accordance with Disclosure Guidance and Transparency Rule (DTR)
4.1.16R, the financial statements will form part of the annual financial
report prepared under DTR 4.1.17R and 4.1.18R. The Auditor’s Report
on these financial statements provides no assurance over whether
the annual financial report has been prepared in accordance with
those requirements.
Directors’ confirmations
Each of the Directors, whose names and functions are listed on pages 77
and 78, confirms that to the best of their knowledge:
• the financial statements, prepared in accordance with the applicable
set of accounting standards, give a true and fair view of the assets,
liabilities, financial position and profit or loss of the Company and the
undertakings included in the consolidation taken as a whole; and
• the Strategic Report and Directors’ Report include a fair review of the
development and performance of the business and the position of the
issuer and the undertakings included in the consolidation taken as a
whole, together with a description of the principal risks and uncertainties
that they face.
We consider the Annual Report and Accounts, taken as a whole, is fair,
balanced and understandable and provides the information necessary
for shareholders to assess the Group’s position and performance, business
model and strategy.
The Directors’ Report and Responsibilities Statement were approved
by the Board of Directors on 11 November 2025 and are signed on its
behalf by:
Jos Sclater
Chief Executive Officer
11 November 2025
Directors’ Report
continued
111
Avon Technologies plc
Annual Report and Accounts 2025
Strategic report
Governance
Financial statements
PERFORMANCE MEASUREMENT
The Directors assess the operating performance of the Group based on both statutory and adjusted measures. Adjusted measures include operating
profit, net finance costs, taxation and earnings per share, as well as other measures not defined under IFRS including orders received, closing order
book, operating profit margin, return on invested capital, cash conversion, net debt excluding lease liabilities, average working capital turns, scrap levels,
inventory turns, productivity and constant currency equivalents for relevant metrics. These measures are collectively described as Adjusted Performance
Measures (APMs).
The Directors believe that the APMs provide a useful comparison of business trends and performance. The APMs exclude adjusting items considered
unrelated to the underlying trading performance of the Group. The term adjusted is not defined under IFRS and may not be comparable with similarly
titled measures used by other companies. The Directors do not consider APMs to be more relevant or reliable than IFRS measures.
The Group uses these measures for planning, budgeting and reporting purposes and for its internal assessment of the operational performance.
ADJUSTED PERFORMANCE MEASURES
The following table summarises the statutory and adjusted profit and loss account measures for the year together with the adjustments made to each
line item.
Year ended 30 September 2025
Year ended 30 September 2024
Adjusted
$m
Adjustments
$m
Total
$m
Adjusted
$m
Adjustments
$m
Total
$m
Revenue
313.9
313.9
275.0
275.0
Cost of sales
(184.1)
(1.1)
(185.2)
(168.2)
(1.0)
(169.2)
Gross profit
129.8
(1.1)
128.7
106.8
(1.0)
105.8
Sales and marketing expenses
(18.2)
(18.2)
(16.1)
(16.1)
Research and development costs
(12.0)
(1.7)
(13.7)
(11.5)
(2.6)
(14.1)
General and administrative expenses
(59.3)
(18.3)
(77.6)
(47.6)
(17.3)
(64.9)
Operating profit/(loss)
40.3
(21.1)
19.2
31.6
(20.9)
10.7
EBITDA
51.5
(11.5)
40.0
43.4
(10.8)
32.6
Depreciation, amortisation and impairment
(11.2)
(9.6)
(20.8)
(11.8)
(10.1)
(21.9)
Operating profit/(loss) (1)
40.3
(21.1)
19.2
31.6
(20.9)
10.7
Net finance costs (2)
(5.4)
(0.7)
(6.1)
(6.3)
(2.1)
(8.4)
Profit/(loss) before taxation
34.9
(21.8)
13.1
25.3
(23.0)
2.3
Taxation (3)
(8.0)
5.2
(2.8)
(4.4)
5.1
0.7
Profit/(loss) for the year (4)
26.9
(16.6)
10.3
20.9
(17.9)
3.0
Basic earnings/(loss) per share (5)
91.2c
(56.3c)
34.9c
69.9c
(59.9c)
10.0c
Diluted earnings/(loss) per share (5)
87.7c
(54.1c)
33.6c
67.6c
(57.9c)
9.7c
Adjusted Peormance Measures
112
Avon Technologies plc
Annual Report and Accounts 2025
Adjusted Peormance Measures
continued
1 Adjustments to operating profit
Adjusted operating profit excludes adjusting items considered unrelated
to the underlying trading performance of the Group. Transactions are
classified as adjusting where they relate to an event that falls outside of
the underlying trading activities of the business and where individually,
or in aggregate, the Directors consider they have a material impact on the
financial statements.
2025
$m
2024
$m
Operating profit
19.2
10.7
Amortisation of acquired intangibles
5.7
6.2
Impairment of other non-current
assets (excluding restructuring-related
impairments)
1.7
Transformational, restructuring and
transition costs
11.5
10.8
Acceleration of software amortisation –
transformation
2.6
1.6
Acceleration of Irvine depreciation and
amortisation – transformation
1.3
0.6
Adjusted operating profit
40.3
31.6
Depreciation
7.1
7.4
Other amortisation charges
4.1
4.4
Adjusted EBITDA
51.5
43.4
Amortisation of acquired intangibles
Amortisation charges for acquired intangible assets of $5.7m (2024: $6.2m)
are excluded from adjusted measures as they do not change each period
based on underlying business trading and performance.
Impairment of other non-current assets
Review of the Group’s non-current assets resulted in a $1.7m impairment
loss in the prior year as the carrying value of a product group level CGU
exceeded its estimated recoverable amount. Further details are provided
in note 3.1. The impairment losses were significant items resulting from
changes in assumptions for future recoverable amounts. As such they
are considered unrelated to trading performance.
Transformation, restructuring and transition costs
Current year transformation costs excluding depreciation and amortisation
charges were $11.5m (2024: $10.8m). In the current year these related to
footprint optimisation through closure of the Irvine, California, facility and
operational excellence programmes (2024: $9.5m). In 2024 $1.3m related to
other transformation programmes as reconciled in the Financial Review
on page 34.
Transformation costs directly relate to transformation initiatives as
described in the CEO Review on page 21. Spend includes attributable
costs related to headcount, line testing, redundancies, site closure, external
support and other items.
Transformation-accelerated depreciation and amortisation charges were
$3.9m (2024: $2.2m). These include $2.6m (2024: $1.6m) related to one of
the Group’s legacy ERP systems, and $1.3m (2024: $0.6m) for assets that
were held in Irvine and have no use following the site closure.
These costs are considered adjusting items as they relate to specific
activities which do not form part of the underlying business trading
and performance.
2 Adjustments to net finance costs
Adjusted net finance costs exclude adjusting items considered unrelated
to the underlying trading performance of the Group.
2025
$m
2024
$m
Net finance costs
6.1
8.4
Pension discount unwind
(0.7)
(2.1)
Adjusted net finance costs
5.4
6.3
$0.7m (2024: $2.1m) unwind of discounting on the UK defined benefit
pension scheme liability is excluded from adjusted measures given the
scheme relates to employees employed prior to 31 January 2003 and was
closed to future accrual of benefits on 1 October 2009 (note 6.2).
3 Adjustments to taxation
Adjustments to taxation represent the tax effects of the adjustments to
operating profit and net finance costs. The adjusting items do not have
significantly different effective tax rates compared to statutory rates,
with an overall effective rate of 24% (2024: 22%).
4 Adjustments to profit
2025
$m
2024
$m
Profit for the year
10.3
3.0
Amortisation of acquired intangibles
5.7
6.2
Transformation costs
11.5
10.8
Acceleration of software amortisation –
transformation
2.6
1.6
Acceleration of Irvine depreciation and
amortisation – transformation
1.3
0.6
Impairment of other non-current assets
1.7
Defined benefit pension
unwind discount
0.7
2.1
Tax on adjusting items
(5.2)
(5.1)
Adjusted profit for the year
26.9
20.9
113
Avon Technologies plc
Annual Report and Accounts 2025
Strategic report
Governance
Financial statements
5 Adjusted earnings per share
Weighted average number of shares
2025
2024
Weighted average number of
ordinary shares in issue used in
basic calculation (thousands)
29,488
29,895
Potentially dilutive shares
(weighted average) (thousands)
1,169
1,022
Diluted number of ordinary shares
(weighted average) (thousands)
30,657
30,917
Adjusted earnings per share
2025
$ cents
2024
$ cents
Basic
91.2c
69.9c
Diluted
87.7c
67.6c
6 Net debt
2025
$m
2024
$m
Cash and cash equivalents
13.4
14.0
Bank loans
(63.5)
(57.5)
Net debt excluding lease liabilities
(50.1)
(43.5)
Lease liabilities
(17.9)
(21.9)
Net debt including lease liabilities
(68.0)
(65.4)
7 Adjusted dividend cover ratio
2025
$ cents
2024
$ cents
Interim dividend
7.6c
7.2c
Final dividend
17.0c
16.1c
Total dividend
24.6c
23.3c
Adjusted basic earnings per share
91.2c
69.9c
Adjusted dividend cover ratio
3.7 times
3.0 times
8 Return on invested capital
Return on invested capital (ROIC) is calculated as adjusted operating profit
over average invested capital.
2025
$m
2024
$m
Net assets
166.7
166.5
Net debt excluding lease liabilities
50.1
43.5
Lease liabilities
17.9
21.9
Pension
13.8
17.2
Net tax
(31.8)
(31.4)
Total invested capital
216.7
217.7
Average invested capital
217.2
231.5
Adjusted operating profit
40.3
31.6
ROIC
18.6%
13.7%
Average invested capital
2025
$m
2024
$m
Current period invested capital
216.7
217.7
Prior period invested capital
217.7
245.3
Average invested capital
217.2
231.5
9 Average working capital turns (AWCT)
AWCT is the ratio of the 12-month average month end working capital
(defined as the total of inventory, receivables and payables excluding
lease liabilities) to revenue.
2025
$m
2024
$m
12-month average month end
working capital
60.5
60.8
Revenue
313.9
275.0
AWCT
5.19
4.52
114
Avon Technologies plc
Annual Report and Accounts 2025
10 Cash conversion
Cash conversion excludes the impact of adjusting items from operating
cash flows and EBITDA.
2025
$m
2024
$m
Cash flows from operations
33.4
58.8
Transformational costs paid
13.1
9.7
Cash flows from operations
before adjusting items
46.5
68.5
2025
$m
2024
$m
Cash flows from operations
before adjusting items
46.5
68.5
Adjusted EBITDA
51.5
43.4
Cash conversion
90.3%
157.8%
11 Constant currency reporting
Constant currency measures are calculated by translating the prior period
at current period exchange rates.
2024
constant currency
$m
2024
reported
$m
Orders received
364.7
364.4
Closing order book
226.2
225.2
Revenue
275.9
275.0
Adjusted operating profit
30.8
31.6
Adjusted profit before tax
24.4
25.3
Adjusted basic earnings per share
67.5c
69.9c
12 Scrap (% of revenue)
Scrap (% of revenue) is calculated by dividing the total value of scrap
produced in the period by the revenue generated for the period.
Our mid-term targets are calculated by dividing the total value of scrap
produced in the year by the revenue generated for the 12-month period.
2025
H2
$m
2025
H1
$m
2024
H2
$m
2024
H1
$m
Last 6 months of scrap
1.9
2.0
2.4
2.1
Last 6 months of revenue
165.2
148.7
147.9
127.1
Group scrap
(% of revenue)
1.15%
1.34%
1.62%
1.65%
2025
$m
2024
$m
Last 12 months of scrap
3.9
4.5
Last 12 months of revenue
313.9
275.0
Group scrap (% of revenue)
1.24%
1.64%
13 Inventory turns
Inventory turns measure how many times the inventory was turned over
in the period by dividing adjusted cost of sales over the last 12 months by
the relevant inventory value. Average inventory turns use the 12-month
average month end inventory value.
Adjusted cost of sales excludes $1.1m acceleration of depreciation
charges related to assets held in Irvine (2024: $0.5m), and for the prior year,
a $0.5m plant and machinery impairment (note 3.2).
2025
$m
2024
$m
Year end inventory
55.5
54.9
Last 12 months adjusted cost of sales
184.1
168.2
Inventory turns
3.32
3.06
2025
$m
2024
$m
12-month average month end inventory
61.8
59.3
Last 12 months adjusted cost of sales
184.1
168.2
Group average inventory turns
2.98
2.84
14 Productivity
Productivity measures how much revenue was generated per direct
employee by dividing the revenue over the last 12 months by the
relevant number of direct heads. Direct heads are employees completing
manufacturing activities.
2025
2024
Year end direct headcount
621
539
Last 12 months of revenue
$313.9m
$275.0m
Group productivity
$505k
$510k
2025
2024
12-month average month end
direct headcount
584
553
Last 12 months of revenue
$313.9m
$275.0m
Group average productivity
$538k
$497k
15 Book-to-bill ratio
Book-to-bill ratio is orders received divided by revenue.
2025
2024
Orders received
$351.5m
$364.4m
Revenue
$313.9m
$275.0m
Group book-to-bill
1.12
1.33
2025
2024
Orders received
$213.8m
$181.8m
Revenue
$168.8m
$145.6m
Avon Protection book-to-bill
1.27
1.25
2025
2024
Orders received
$137.7m
$182.6m
Revenue
$145.1m
$129.4m
Team Wendy book-to-bill
0.95
1.41
Adjusted Peormance Measures
continued
Financial
statements
Contents
Financial statements
116
Independent Auditor’s Report
123
Consolidated Statement of
Comprehensive Income
124
Consolidated Balance Sheet
125
Consolidated Cash Flow Statement
126
Consolidated Statement of
Changes in Equity
127
Accounting Policies and Critical
Accounting Judgements
132
Notes to the Group
Financial Statements
155
Parent Company Balance Sheet
156
Parent Company Statement of
Changes in Equity
157
Parent Company
Accounting Policies
159
Notes to the Parent Company
Financial Statements
Shareholder information
161
Notice of Annual General Meeting
167
Glossary of Abbreviations
168
Shareholder Information
Strategic report
Governance
Financial statements
115
Avon Technologies plc
Annual Report and Accounts 2025
116
Avon Technologies plc
Annual Report and Accounts 2025
1 Our opinion is unmodified
We have audited the financial statements of Avon Technologies plc
(“the Company”) for the year ended 30 September 2025 which comprise
the Consolidated Statement of Comprehensive Income, the Consolidated
and Parent Company Balance Sheets, the Consolidated Cash Flow
Statement, and the Consolidated and Parent Company Statements of
Changes in Equity, and the related notes, including the accounting policies
sections in both the Group and Parent Company financial statements.
In our opinion:
• the financial statements give a true and fair view of the state of the
Group’s and of the Parent Company’s affairs as at 30 September 2025
and of the Group’s profit for the year then ended;
• the Group financial statements have been properly prepared in
accordance with UK-adopted international accounting standards;
• the Parent Company financial statements have been properly
prepared in accordance with UK accounting standards including
FRS 101 Reduced Disclosure Framework; and
• the financial statements have been prepared in accordance with
the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on
Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities are
described below. We believe that the audit evidence we have obtained
is a sufficient and appropriate basis for our opinion. Our audit opinion
is consistent with our report to the audit committee.
We were first appointed as auditor by the shareholders on 1 February
2019. The period of total uninterrupted engagement is for the seven
financial periods ended 30 September 2025. We have fulfilled our ethical
responsibilities under, and we remain independent of the Group in
accordance with, UK ethical requirements including the FRC Ethical
Standard as applied to listed public interest entities. No non-audit services
prohibited by that standard were provided.
Overview
Materiality:
group financial
statements as a whole
$2.4m (2024:$2.1m)
0.76% (2024: 0.76%) of revenue
Key audit matters
2025 vs 2024
Recurring risks
Carrying amount of Team Wendy cash generating unit
Parent Company
Recoverability of Parent Company’s investment in subsidiaries
2 Key audit matters: our assessment of risks
of material misstatement
Key audit matters are those matters that, in our professional judgement,
were of most significance in the audit of the financial statements and
include the most significant assessed risks of material misstatement
(whether or not due to fraud) identified by us, including those which
had the greatest effect on: the overall audit strategy; the allocation of
resources in the audit; and directing the efforts of the engagement team.
We summarise below the key audit matters, in decreasing order of audit
significance, in arriving at our audit opinion above, together with our
key audit procedures to address those matters and, as required for
public interest entities, our results from those procedures.
These matters were addressed, and our results are based on procedures
undertaken, in the context of, and solely for the purpose of, our audit of
the financial statements as a whole, and in forming our opinion thereon,
and consequently are incidental to that opinion, and we do not provide
a separate opinion on these matters.
Independent Auditor’s Report
to the members of Avon Technologies plc
117
Avon Technologies plc
Annual Report and Accounts 2025
Strategic report
Governance
Financial statements
2 Key audit matters: our assessment of risks of material misstatement continued
The risk
Our response
Carrying amount of
Team Wendy Cash
Generating Unit (CGU)
Team Wendy
$62.9 million
(2024: $62.9 million)
Risk vs 2024:
Refer to page 89
(Audit Committee
Report), page 131
(accounting policy)
and pages 137 and 138
(financial disclosures).
Forecast-based assessment:
• The Team Wendy CGU is at risk of
impairment due to the level of revenue
growth required to support the
carrying amount at the balance sheet
date. While movements in discount
rate and trading performance in the
period impact positively on forecast
headroom, the estimated recoverable
amount is subjective due to the inherent
uncertainty involved in forecasting
and discounting future cash flows.
• The effect of these matters is that,
as part of our risk assessment, we
determined that the value in use of the
Team Wendy CGU has a high degree of
estimation uncertainty, with a potential
range of reasonable outcomes greater
than our materiality for the financial
statements as a whole, and possibly
many times that amount. In conducting
our final audit work, we concluded
that reasonably possible changes to
the value in use of the Team Wendy
CGU would not be expected to result
in material impairment. The financial
statements (pages 137 and 138) disclose
the sensitivity estimated by the Group.
Our procedures included:
Historical comparison:
We assessed the accuracy of the group’s forecasting by
comparing actual cash flows in the period to the prior period forecasts;
Our sector experience:
We evaluated the assumptions used, in particular those
relating to forecast revenue growth and discount rate, based on our knowledge
of the Group;
Benchmarking assumptions:
We compared the Group’s assumptions to
externally derived data in relation to key inputs such as revenue growth rates
and discount rates;
Comparing valuations:
We compared the sum of the discounted cash flows
(including the Avon Protection and Team Wendy CGUs) to the Group’s market
capitalisation to assess the reasonableness of the assumptions used;
Assessing transparency:
We assessed whether the Group’s disclosures about
the sensitivity of the outcome of the impairment assessment to changes in key
assumptions reflect the risks inherent in the estimation of the recoverable amount
of the Team Wendy CGU, including an assessment of whether the degree of
aggregation in the disclosure of key assumptions was materially acceptable.
We performed the tests above rather than seeking to rely on any of the Group’s
controls because the nature of the balance is such that we would expect to obtain
audit evidence primarily through the detailed procedures described.
Our results
We found the Group’s conclusion that there is no impairment of the Team Wendy
CGU to be acceptable (2024: result: acceptable).
Recoverability of
Parent Company’s
investments in
subsidiaries
(£212.7 million;
2024: £212.7 million)
Risk vs 2024:
Refer to page 158
(accounting policy)
and page 160
(financial disclosures).
Low risk, high value
The carrying amount of the Parent
company’s investments in subsidiaries
represents 95% (2024: 94.9%) of the
company’s total assets.
Their recoverability is not at a high risk
of material misstatement or subject to
significant judgement. However, due
to their materiality in the context of the
Parent company financial statements,
this is considered to be the area that
had the greatest effect on our overall
Parent company audit. 
Our procedures included:
Assessment of risk of impairment:
We compared the carrying amount of
100% of investments with the relevant subsidiaries’ draft balance sheet to identify
whether their net assets, being an approximation of their minimum recoverable
amount, were in excess of their carrying amount and assessing whether those
subsidiaries have historically been profit-making.
Assessing subsidiary audits:
We considered the results of our work on all of
those subsidiaries’ profits and net assets.
Our sector experience:
For investments where the carrying amount exceeded
the net asset value, evaluating the current level of the subsidiary’s trading, including
identifying any indications of a downturn in activity, by examining the post year
end management accounts and considering our knowledge of the Group and
the market.
We performed the tests above rather than seeking to rely on any of the company’s
controls because the nature of the balance is such that we would expect to obtain
audit evidence primarily through the detailed procedures described.
Our results
We found the company’s conclusion that there is no impairment of its investments
in subsidiaries to be acceptable (2024: acceptable).
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Independent Auditor’s Report
continued
3 Our application of materiality and an overview
of the scope of our audit
Materiality for the group financial statements as a whole was set at
$2.4 million (2024: $2.1 million), determined with reference to a benchmark
of total revenues, of which it represents 0.76% (2024: 0.76% of revenue).
We consider total revenues to be the most appropriate benchmark as
it provides a more stable measure year on year than the Group’s profit
before tax because of a recent history of losses.
Materiality for the Parent company financial statements as a whole
was set at £1.3 million (2024: £1.1 million), determined with reference
to a benchmark of parent company total assets, limited to be less
than materiality for Group materiality as a whole. It represents 0.58%
(2024: 0.5%) of the stated benchmark.
In line with our audit methodology, our procedures on individual
account balances and disclosures were performed to a lower threshold,
performance materiality, so as to reduce to an acceptable level the risk that
individually immaterial misstatements in individual account balances add
up to a material amount across the financial statements as a whole.
Performance materiality was set at 65% (2024: 65%) of materiality for the
Group financial statements as a whole, which equates to $1.56 million
(2023: $1.36 million). We applied this percentage in our determination of
performance materiality based on the level of identified misstatements
and control deficiencies during the prior period, and changes in key
finance individuals at components in the current period.
Performance materiality was set at 75% (2024: 75%) of materiality for
the Parent company financial statements as a whole, which equates to
£0.975 million (2024: £0.825 million). We applied this percentage in our
determination of performance materiality because we did not identify
any factors indicating an elevated level of risk.
We agreed to report to the Audit Committee any corrected or uncorrected
identified misstatements exceeding $0.12 million (2024: $0.105 million),
in addition to other identified misstatements that warranted reporting
on qualitative grounds.
Overview of the scope of our audit
This year, we applied the revised group auditing standard in our audit of
the consolidated financial statements. The revised standard changes how
an auditor approaches the identification of components, and how the
audit procedures are planned and executed across components.
In particular, the definition of a component has changed, shifting the
focus from how the entity prepares financial information to how we,
as the group auditor, plan to perform audit procedures to address
group risks of material misstatement (“RMMs”). Similarly, the group
auditor has an increased role in designing the audit procedures as well
as making decisions on where these procedures are performed (centrally
and/or at component level) and how these procedures are executed and
supervised. As a result, we assess scoping and coverage in a different way
and comparisons to prior period coverage figures are not meaningful. In
this report we provide an indication of scope coverage on the new basis.
We performed risk assessment procedures to determine which of the
Group’s components are likely to include risks of material misstatement
to the Group financial statements and which procedures to perform at
these components to address those risks.
In total, we identified seven components, having considered our
evaluation of the Group’s operational structure, geographical locations
and our ability to perform audit procedures centrally.
Revenue
$313.9m
(2024: $275m revenue)
Group materiality
$2.4m
(2024: $2.1m)
Our audit procedures covered 99% of Group revenue
We performed audit procedures in relation to components that
accounted for the following percentages
Group total assets
80%
Group PBTCO
91%
Group revenue
99%
Group materiality
Revenue
$2.4m
Whole financial
statements materiality
(2024: $2.1m)
$1.7m
Range of materiality at
5 components ($0.7m-$1.7m)
$0.12m
Misstatements reported to
the audit committee
(2024: $0.105m)
$1.56m
Whole financial statements
performance materiality
(2024: $1.36m)
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Strategic report
Governance
Financial statements
3 Our application of materiality and an overview of the scope of
our audit continued
Of those, we identified four quantitatively significant components which
contained the largest percentages of either total revenue or total assets
of the Group, for which we performed audit procedures.
Additionally we selected one component with accounts and disclosures
contributing to the specific risks to the Group financial statements.
Accordingly, we performed audit procedures on five components.
We involved the component auditor in performing the audit work on
one component. We set the component materialities which ranged from
$0.7 million to $1.7 million, having regard for the mix of size and risk profile
of the Group across the components.
Our audit procedures covered the percentages illustrated on page 118.
The group auditor instructed the component auditor as to the significant
areas to be covered, including the relevant risks detailed above and the
information to be reported back.
Our audit procedures covered 99% of Group revenue. We performed audit
procedures in relation to components that accounted for 91% of Group
loss before tax and 80% of Group total assets.
For the remaining components, no component represented more than
5% of Group total revenue, Group profit before tax or Group total assets.
We performed analysis at a Group level to re-examine our assessment
that there is not a risk of a material misstatement in these components.
The group auditor performed the audit of the parent company.
Group auditor oversight
The group auditor issued audit instructions to the component auditor
on the scope of their work, including minimum procedures to perform
in their audit of inventory.
As part of establishing the overall Group audit strategy and plan, we
conducted the risk assessment and planning discussion meeting with the
component auditor to discuss Group audit risks relevant to the components.
We visited five (2024: five) component locations in the UK and USA,
to assess the audit risks and strategy. Video and telephone conference
meetings were also held with the component auditor during which the
findings reported to the Group team were discussed in more detail, and
any further work required by the Group team was then performed by the
component auditor.
We inspected the work performed by the component auditor for the
purpose of the Group audit and evaluated the appropriateness of
conclusions drawn from the audit evidence obtained and consistencies
between communicated findings and work performed.
Impact of controls on our audit
We identified the following IT systems as the main IT systems which
were relevant to the group audit:
• the ERP system used by the Group finance team and the two Avon
Protection trading components
• the ERP systems used by the two Team Wendy trading components
With support from our IT Auditors we gained an understanding of each of
these systems. For the ERP systems used by the two Team Wendy trading
components we did not plan to rely on IT controls due to informalities
identified as part of our risk assessment procedures and the disparity
of the two systems used, meaning we considered a fully substantive
approach was most efficient and effective for gaining the appropriate
audit evidence for these components
In relation to other ERP system used by the Group finance team and
the two Avon Protection trading components, in our previous audits,
we identified IT control deficiencies. In the current period, as part of
obtaining an understanding of this ERP system, we identified that one
deficiency had not been fully remediated. Accordingly, and considering
our assessment of the most efficient and effective approach for gaining
the appropriate audit evidence, we did not intend to rely on general IT
controls for this ERP system.
As a result, we instead planned additional substantive testing, including
additional procedures in our journal entries testing.
Manual control deficiencies, in particular relating to revenue, were
identified across the Group which, following incremental risk assessment,
didn’t lead to significant changes to our planned audit approach or
to identification of additional fraud risks, but resulted in a primarily
substantive audit approach being undertaken.
We adopted a data-oriented approach to testing revenue using data
and analytical routines in three of the four trading components based
on the nature of revenue. For the other component, we planned and
performed separate substantive testing over revenue. Given that we did
not rely on IT controls, a manual testing approach was performed over
the completeness and accuracy of data used in this testing.
4 The impact of climate change on our audit
In planning our audit we have considered the potential impacts of
climate change on the Group’s business and its financial statements.
We performed a risk assessment of the impact of climate change on
the financial statements and our audit approach.
Climate change impacts the Group in a variety of ways including
the impact of climate risk on manufacturing and procurement,
potential reputational risk associated with the Group’s delivery of its
climate-related initiatives, and greater emphasis on climate-related
narrative and disclosure in the annual report.
The Group’s exposure to climate change is primarily through the
acquisition of materials in its supply chain and increased costs in relation to
manufacturing end products. As part of our audit we have made enquiries
of management to understand the extent of the potential impact of
climate change risk on the Group’s financial statements and the Group’s
preparedness for this.
We have also read the Group’s and the Parent Company’s disclosure of
climate-related information in the front half of the annual report as set
out on pages 66 to 71. On the basis of the procedures performed above,
we concluded that the risk of climate change was not significant when
we considered the nature of the Group’s product range and relevant
contractual terms. As a result, there was no material impact from this
on our key audit matters.
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5 Going concern
The Directors have prepared the financial statements on the going
concern basis as they do not intend to liquidate the Group or the
Company or to cease their operations, and as they have concluded that
the Group’s and the Company’s financial position means that this is
realistic. They have also concluded that there are no material uncertainties
that could have cast significant doubt over their ability to continue as
a going concern for at least a year from the date of approval of the
financial statements (“the going concern period”).
We used our knowledge of the Group, its industry, and the general
economic environment to identify the inherent risks to its business model
and analysed how those risks might affect the Group’s and Company’s
financial resources or ability to continue operations over the going
concern period. The risks that we considered most likely to adversely
affect the Group’s and Company’s available financial resources and
metrics relevant to debt covenants over this period were:
• Competition in winning new bids;
• Achievement of anticipated savings from the Group’s ongoing
restructuring exercises;
• Dependence on a large customer or market.
• Inflationary pressures on the Group’s cost base.
We considered whether these risks could plausibly affect the liquidity
or covenant compliance in the going concern period by assessing the
degree of downside assumptions that, individually and collectively,
could result in a liquidity issue, taking into account the Group’s current
and projected cash and facilities (a reverse stress test).
Our procedures also included:
• comparing past budgets to actual results to assess the Directors’ track
record of budgeting accurately.
• inspecting the confirmation from the lender of the level of committed
financing including re-financing of existing facilities, and the associated
covenant requirements.
• assessing the completeness of the going concern disclosures.
Our conclusions based on this work:
• We consider that the Directors’ use of the going concern basis of
accounting in the preparation of the financial statements is appropriate;
• We have not identified, and concur with the Directors’ assessment that
there is not, a material uncertainty related to events or conditions that,
individually or collectively, may cast significant doubt on the Group’s or
Company’s ability to continue as a going concern for the going concern
period; and
• We have nothing material to add or draw attention to in relation to the
Directors’ statement on page 127 to the financial statements on the use
of the going concern basis of accounting with no material uncertainties
that may cast significant doubt over the Group and Company’s use
of that basis for the going concern period, and we found the going
concern disclosure on page 127 to be acceptable; and
• The related statement under the Listing Rules set out on pages 84
and 85 is materially consistent with the financial statements and our
audit knowledge.
However, as we cannot predict all future events or conditions and as
subsequent events may result in outcomes that are inconsistent with
judgements that were reasonable at the time they were made, the above
conclusions are not a guarantee that the Group or the Company will
continue in operation.
6 Fraud and breaches of laws and regulations –
ability to detect
Identifying and responding to risks of material misstatement
due to fraud
To identify risks of material misstatement due to fraud (“fraud risks”)
we assessed events or conditions that could indicate an incentive or
pressure to commit fraud or provide an opportunity to commit fraud.
Our risk assessment procedures included :
• enquiring of Directors , the Audit Committee and internal audit and
inspection of policy documentation as to the Group’s high-level policies
and procedures to prevent and detect fraud, including the internal
audit function, and the Group’s channel for “whistleblowing”, as well as
whether they have knowledge of any actual, suspected or alleged fraud.
• reading Board and Audit Committee minutes.
• Considering remuneration incentive schemes (annual bonus scheme
and performance share plan) and performance targets for management
and Directors, including the total shareholder return target and EPS
target for management remuneration.
• using analytical procedures to identify any unusual or unexpected
relationships.
• consultation with our own forensic professionals regarding the identified
fraud risks and the design of the audit procedures planned in response
to these. This involved discussion between the engagement partner
and the forensic professional.
We communicated identified fraud risks throughout the audit team
and remained alert to any indications of fraud throughout the audit.
This included communication from the group auditor to the component
auditor of relevant fraud risks identified at the Group level and requesting
the component auditor to report to the group auditor any identified
fraud risk factors or identified or suspected instances of fraud.
As required by auditing standards, and taking into account possible
pressures to meet profit targets and our overall knowledge of the control
environment, we perform procedures to address the risk of management
override of controls and the risk of fraudulent revenue recognition, in
particular the risk that revenue is recorded in the wrong period and the
risk that Group and component management may be in a position to
make inappropriate accounting entries.
We performed procedures including:
• Identifying journal entries and other adjustments to test for all full scope
components based on risk criteria and comparing the identified entries
to supporting documentation. These included those posted to unusual
or unexpected accounts.
• For a sample of revenue recognised prior to the year end date, assessing
whether revenue had been recognised in the appropriate period by
comparing to dispatch notes or terms of specific sale agreements.
• Assessing significant accounting estimates for bias.
Independent Auditor’s Report
continued
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Financial statements
6 Fraud and breaches of laws and regulations – ability to
detect continued
Identifying and responding to risks of material misstatement
due to non-compliance with laws and regulations
We identified areas of laws and regulations that could reasonably be
expected to have a material effect on the financial statements from our
general commercial and sector experience and through discussion with
the Directors (as required by auditing standards), and from inspection of
the Group’s regulatory and legal correspondence and discussed with
the Directors the policies and procedures regarding compliance with
laws and regulations.
As the Group is regulated, our assessment of risks involved gaining
an understanding of the control environment, including the entity’s
procedures for complying with regulatory requirements. We
communicated identified laws and regulations throughout our team
and remained alert to any indications of non-compliance throughout the
audit. The potential effect of these laws and regulations on the financial
statements varies considerably. This included communication from the
Group auditor to the component auditor of relevant laws and regulations
identified at the Group level, and a request for the component auditor
to report to the Group audit team any instances of non-compliance with
laws and regulations that could give rise to a material misstatement at the
Group level.
Firstly, the Group is subject to laws and regulations that directly affect the
financial statements, including financial reporting legislation (including
related companies legislation), distributable profits legislation, taxation
legislation, and pensions regulation and we assessed the extent of
compliance with these laws and regulations as part of our procedures
on the related financial statement items.
Secondly, the Group is subject to many other laws and regulations where
the consequences of non-compliance could have a material effect on
amounts or disclosures in the financial statements, for instance through
the imposition of fines or litigation. We identified the following areas as
those most likely to have such an effect: export control and cybersecurity
legislation recognising the governmental nature of many of the group’s
customers, product regulation, health and safety, employment law,
environmental legislation and anti-bribery & corruption legislation
recognising the nature of the Group’s activities. Auditing standards limit
the required audit procedures to identify non-compliance with these laws
and regulations to enquiry of the Directors and inspection of regulatory
and legal correspondence, if any. Therefore if a breach of operational
regulations is not disclosed to us or evident from relevant correspondence,
an audit will not detect that breach.
We discussed with the audit committee matters related to actual or
suspected breaches of laws or regulations, for which disclosure is not
necessary, and considered any implications for our audit.
Context of the ability of the audit to detect fraud or breaches of
law or regulation
Owing to the inherent limitations of an audit, there is an unavoidable
risk that we may not have detected some material misstatements in
the financial statements, even though we have properly planned and
performed our audit in accordance with auditing standards. For example,
the further removed non-compliance with laws and regulations is from
the events and transactions reflected in the financial statements, the less
likely the inherently limited procedures required by auditing standards
would identify it.
In addition, as with any audit, there remained a higher risk of non-
detection of fraud, as these may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal controls.
Our audit procedures are designed to detect material misstatement. We
are not responsible for preventing non-compliance or fraud and cannot
be expected to detect non-compliance with all laws and regulations.
7 We have nothing to report on the other
information in the Annual Report
The Directors are responsible for the other information presented in
the Annual Report together with the financial statements. Our opinion
on the financial statements does not cover the other information and,
accordingly, we do not express an audit opinion or, except as explicitly
stated below, any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so,
consider whether, based on our financial statements audit work, the
information therein is materially misstated or inconsistent with the
financial statements or our audit knowledge. Based solely on that work
we have not identified material misstatements in the other information.
Strategic report and Directors’ Report
Based solely on our work on the other information:
• we have not identified material misstatements in the Strategic report
and the Directors’ Report;
• in our opinion the information given in those reports for the financial
period is consistent with the financial statements; and
• in our opinion those reports have been prepared in accordance with
the Companies Act 2006.
Directors’ Remuneration Report
In our opinion the part of the Directors’ Remuneration Report to be
audited has been properly prepared in accordance with the Companies
Act 2006.
Disclosures of emerging and principal risks and longer-term viability
We are required to perform procedures to identify whether there is a
material inconsistency between the Directors’ disclosures in respect of
emerging and principal risks and the viability statement, and the financial
statements and our audit knowledge.
Based on those procedures, we have nothing material to add or draw
attention to in relation to:
• the Directors’ confirmation on page 46 that they have carried out
a robust assessment of the emerging and principal risks facing the
Group, including those that would threaten its business model, future
performance, solvency and liquidity;
• the Principal risks disclosures describing these risks and how emerging
risks are identified, and explaining how they are being managed and
mitigated; and
• the Directors’ explanation in the Viability statement of how they have
assessed the prospects of the Group, over what period they have
done so and why they considered that period to be appropriate, and
their statement as to whether they have a reasonable expectation that
the Group will be able to continue in operation and meet its liabilities
as they fall due over the period of their assessment, including any
related disclosures drawing attention to any necessary qualifications
or assumptions.
We are also required to review the Viability statement, set out on
page 85, under the Listing Rules. Based on the above procedures,
we have concluded that the above disclosures are materially consistent
with the financial statements and our audit knowledge.
Our work is limited to assessing these matters in the context of only
the knowledge acquired during our financial statements audit. As we
cannot predict all future events or conditions and as subsequent events
may result in outcomes that are inconsistent with judgements that were
reasonable at the time they were made, the absence of anything to report
on these statements is not a guarantee as to the Group’s and Company’s
longer-term viability.
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7 We have nothing to report on the other information in
the Annual Report continued
Corporate governance disclosures
We are required to perform procedures to identify whether there is
a material inconsistency between the Directors’ corporate governance
disclosures and the financial statements and our audit knowledge.
Based on those procedures, we have concluded that each of the
following is materially consistent with the financial statements and
our audit knowledge:
• the Directors’ statement that they consider that the Annual
Report and financial statements taken as a whole is fair, balanced
and understandable, and provides the information necessary for
shareholders to assess the Group’s position and performance,
business model and strategy;
• the section of the Annual Report describing the work of the Audit
Committee, including the significant issues that the Audit Committee
considered in relation to the financial statements, and how these
issues were addressed; and
• the section of the Annual Report that describes the review of
the effectiveness of the Group’s risk management and internal
control systems.
We are required to review the part of the Corporate Governance
Statement relating to the Group’s compliance with the provisions of
the UK Corporate Governance Code specified by the Listing Rules for
our review. We have nothing to report in this respect.
8 We have nothing to report on the other matters
on which we are required to report by exception
Under the Companies Act 2006, we are required to report to you if,
in our opinion:
• adequate accounting records have not been kept by the Parent
Company, or returns adequate for our audit have not been received
from branches not visited by us; or
• the Parent Company financial statements and the part of the Directors’
Remuneration Report to be audited are not in agreement with the
accounting records and returns; or
• certain disclosures of Directors’ remuneration specified by law are not
made; or
• we have not received all the information and explanations we require
for our audit.
We have nothing to report in these respects.
9 Respective responsibilities
Directors’ responsibilities
As explained more fully in their statement set out on page 110, the
Directors are responsible for: the preparation of the financial statements,
including being satisfied that they give a true and fair view; such internal
control as they determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether
due to fraud or error; assessing the Group and Parent Company’s ability to
continue as a going concern, disclosing, as applicable, matters related to
going concern; and using the going concern basis of accounting unless
they either intend to liquidate the Group or the Parent Company or to
cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities
Our objectives are to obtain reasonable assurance about whether the
financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue our opinion in an auditor’s
report. Reasonable assurance is a high level of assurance, but does not
guarantee that an audit conducted in accordance with ISAs (UK) will
always detect a material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if, individually or in
aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of the financial statements.
A fuller description of our responsibilities is provided on the FRC’s website
at www.frc.org.uk/auditorsresponsibilities.
The Company is required to include these financial statements in
an annual financial report prepared under Disclosure Guidance and
Transparency Rule (“DTR”) 4.1.17R and 4.1.18R. This auditor’s report provides
no assurance over whether the annual financial report has been prepared
in accordance with those requirements.
10 The purpose of our audit work and to whom
we owe our responsibilities
This report is made solely to the Company’s members, as a body,
in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the
Company’s members those matters we are required to state to them in an
auditor’s report and for no other purpose. To the fullest extent permitted
by law, we do not accept or assume responsibility to anyone other than
the Company and the Company’s members, as a body, for our audit work,
for this report, or for the opinions we have formed.
Huw Brown (Senior Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
66 Queen Square
Bristol
BS1 4BE
11 November 2025
Independent Auditor’s Report
continued
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Strategic report
Governance
Financial statements
Note
Year ended
30 September
2025
$m
Year ended
30 September
2024
$m
Revenue
2.1
313.9
275.0
Cost of sales
(185.2)
(169.2)
Gross profit
128.7
105.8
Sales and marketing expenses
(18.2)
(16.1)
Research and development costs
(13.7)
(14.1)
General and administrative expenses
(77.6)
(64.9)
Operating profit
2.1
19.2
10.7
Net finance costs
5.2
(6.1)
(8.4)
Profit before taxation
2.4
13.1
2.3
Taxation
2.5
(2.8)
0.7
Profit for the year
10.3
3.0
Other comprehensive income/(expense)
Items that are not subsequently reclassified to the income statement
Remeasurement (loss)/gain recognised on retirement benefit scheme
6.2
(0.9)
19.6
Deferred tax relating to retirement benefit scheme
2.5
0.2
(5.0)
Deferred tax relating to other temporary differences
2.5
0.3
0.1
Items that may be subsequently reclassified to the income statement
Deferred tax exchange differences offset in reserves
2.5
0.1
1.1
Other exchange differences offset in reserves
0.4
(2.9)
Cash flow hedges
(0.8)
Deferred tax relating to cash flow hedges
0.2
Other comprehensive income for the year
0.1
12.3
Total comprehensive income for the year
10.4
15.3
Earnings per share
2.2
Basic
34.9c
10.0c
Diluted
33.6c
9.7c
Consolidated Statement of Comprehensive Income
For the year ended 30 September 2025
124
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Annual Report and Accounts 2025
Note
At 30 September
2025
$m
At 30 September
2024
$m
Assets
Non-current assets
Intangible assets
3.1
115.4
126.4
Property, plant and equipment
3.2
42.3
43.7
Finance leases
3.3
4.5
5.4
Deferred tax assets
2.5
31.4
31.1
193.6
206.6
Current assets
Inventories
4.1
55.5
54.9
Trade and other receivables
4.2
51.9
36.9
Derivative financial instruments
5.4
0.2
Current tax receivables
0.4
0.3
Cash and cash equivalents
4.4
13.4
14.0
121.2
106.3
Liabilities
Current liabilities
Borrowings
5.1
2.8
3.9
Trade and other payables
4.3
41.7
36.4
Provisions for liabilities and charges
7.1
6.3
6.6
50.8
46.9
Net current assets
70.4
59.4
Non-current liabilities
Borrowings
5.1
78.6
75.5
Derivative financial instruments
5.4
0.2
Retirement benefit obligations
6.2
13.8
17.2
Provisions for liabilities and charges
7.1
4.9
6.6
97.3
99.5
Net assets
166.7
166.5
Shareholders’ equity
Ordinary shares
5.5
50.3
50.3
Share premium account
5.5
54.3
54.3
Other reserves
(15.2)
(15.7)
Retained earnings
77.3
77.6
Total equity
166.7
166.5
These financial statements on pages 123 to 154 were approved by the Board of Directors on 11 November 2025 and signed on its behalf by:
Jos Sclater
Rich Cashin
Chief Executive Officer
Chief Financial Officer
The accompanying accounting policies and notes form part of these financial statements.
Company number 00032965
Consolidated Balance Sheet
At 30 September 2025
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Governance
Financial statements
Note
Year ended
30 September
2025
$m
Year ended
30 September
2024
$m
Cash flows from operating activities
Cash flows from continuing operations
4.4
33.4
58.8
Cash flows from discontinued operations
4.4
4.9
Cash flows from operations
4.4
33.4
63.7
Retirement benefit deficit recovery contributions
6.2
(6.0)
(9.1)
Tax paid
(0.7)
Net cash flows from operating activities
27.4
53.9
Cash flows used in investing activities
Purchase of property, plant and equipment
1
3.2
(8.1)
(10.6)
Capitalised development costs and purchased software
3.1
(1.5)
(0.6)
Bank interest income
5.2
0.2
0.3
Finance lease interest
5.2
0.3
0.4
Finance lease capital receipts
3.3
1.0
1.0
Net cash flows used in investing activities
(8.1)
(9.5)
Cash flows used in financing activities
Proceeds from loan drawdowns
5.3
34.5
100.5
Loan repayments
5.3
(28.5)
(120.7)
Finance costs paid in respect of bank loans and overdrafts
5.2
(4.6)
(6.5)
Finance costs paid in respect of leases
5.2
(1.1)
(0.9)
Repayment of lease liability
(3.9)
(4.3)
Dividends paid to shareholders
5.6
(7.2)
(6.8)
Purchase of own shares – Long-Term Incentive Plan
5.5
(9.1)
(5.0)
Net cash flows used in financing activities
(19.9)
(43.7)
Net (decrease)/increase in cash and cash equivalents
(0.6)
0.7
Cash and cash equivalents at the beginning of the year
14.0
13.2
Effects of exchange rate changes
0.1
Cash and cash equivalents at the end of the year
4.4
13.4
14.0
1
Presented gross of $1.0m grant funding. This was outstanding for payment at the year end.
Consolidated Cash Flow Statement
For the year ended 30 September 2025
126
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Annual Report and Accounts 2025
Note
Share capital
$m
Share premium
$m
Hedging reserve
$m
Other reserves
$m
Retained earnings
$m
Total equity
$m
At 30 September 2023
50.3
54.3
0.8
(13.9)
67.9
159.4
Profit for the year
3.0
3.0
Net exchange differences offset
in reserves
(1.8)
(1.8)
Deferred tax relating to other
temporary differences
2.5
0.3
0.3
Remeasurement gain recognised
on retirement benefit scheme
6.2
19.6
19.6
Deferred tax relating to
retirement benefit scheme
2.5
(5.0)
(5.0)
Interest rate swaps –
cash flow hedge
5.4
(0.8)
(0.8)
Total comprehensive income
for the year
(0.8)
(1.8)
17.9
15.3
Dividends paid
5.6
(6.8)
(6.8)
Own shares acquired
5.5
(5.0)
(5.0)
Fair value of share-based
payments
6.3
3.3
3.3
Deferred tax relating to employee
share schemes charged directly
to equity
2.5
0.3
0.3
At 30 September 2024
50.3
54.3
(15.7)
77.6
166.5
Profit for the year
10.3
10.3
Net exchange differences offset
in reserves
0.5
0.5
Deferred tax relating to other
temporary differences
2.5
0.3
0.3
Remeasurement loss recognised
on retirement benefit scheme
6.2
(0.9)
(0.9)
Deferred tax relating to
retirement benefit scheme
2.5
0.2
0.2
Total comprehensive income
for the year
0.5
9.9
10.4
Dividends paid
5.6
(7.2)
(7.2)
Own shares acquired
5.5
(9.1)
(9.1)
Fair value of share-based
payments
6.3
4.1
4.1
Deferred tax relating to employee
share schemes charged directly
to equity
2.5
2.0
2.0
At 30 September 2025
50.3
54.3
(15.2)
77.3
166.7
Other reserves consist of the capital redemption reserve of $0.6m (2024: $0.6m) and the translation reserve of $(15.8)m (2024: $(16.3)m).
All movements in other reserves relate to the translation reserve.
Consolidated Statement of Changes in Equity
For the year ended 30 September 2025
Strategic report
Governance
Financial statements
Accounting Policies and Critical Accounting Judgements
For the year ended 30 September 2025
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127
Annual Report and Accounts 2025
Section 1 – Accounting policies
The principal accounting policies adopted in the preparation of these
financial statements are set out below. These policies have been
consistently applied to all the periods presented, unless otherwise stated.
Basis of preparation
Avon Technologies plc is a public limited company incorporated and
domiciled in England and Wales and its ordinary shares are traded on
the London Stock Exchange.
The financial period presents the year ended
30 September 2025
(prior financial period: year ended 30 September 2024).
The financial statements have been prepared in accordance with
UK-adopted International Accounting Standards. The financial statements
have been prepared under the historical cost convention except for
certain items held at fair value.
Going concern
The Directors have prepared a going concern assessment covering the
12-month period from the date of approval of these financial statements.
The assessment indicates that the Group will have sufficient funds to
meet its liabilities as they fall due for that period.
The Group has committed RCF facilities of $137m to May 2028. Related
loan covenants include a limit of 3.0 times for the ratio of net debt,
excluding lease liabilities, to bank-determined adjusted EBITDA (leverage),
and a minimum limit of 3.5 times for the ratio of bank-determined
adjusted EBITDA to interest payable on bank loans and overdrafts.
At 30 September 2025 leverage was 0.86 times (2024: 0.91 times).
Bank-determined adjusted EBITDA is calculated excluding certain items.
As part of the going concern assessment, the Directors considered
sensitivity of financial covenants and liquidity headroom to a reverse
stress test to determine the deterioration against the base case forecast
required to break even with covenant levels. This demonstrated substantial
headroom, with the downside movement required not considered
plausible given the secured order book and mitigating actions available
to reduce future cash outflows or expenses within management’s control.
On this basis, the Directors are confident that the Group and Company
will have sufficient funds to continue to meet their liabilities as they fall
due for at least 12 months from the approval of these financial statements.
Accordingly the Group and Company continue to adopt the going
concern basis in preparing their financial statements.
Basis of consolidation
The consolidated financial statements incorporate the financial results
and position of the Group and its subsidiaries.
Subsidiaries are those entities over which the Group has power, exposure
or rights to variable returns from its involvement with the entity and
the ability to use its power to affect the amount of the Group’s returns.
Subsidiaries are fully consolidated from the date on which control is
transferred to the Group until the date that control ceases. Inter-group
transactions, balances and unrealised gains and losses on transactions
between Group companies are eliminated.
Revision to IFRS not applicable in 2025
Standards and interpretations issued by the IASB are only applicable if
endorsed by the UK. The Group does not consider that any of the below
standards, amendments or interpretations issued by the IASB, but not
yet applicable, will have a material impact on the consolidated financial
statements. Effective dates are for annual periods beginning on or after
the dates stated.
• Amendments to IAS 21 The Effects of Changes in Foreign Exchange
Rates: lack of exchangeability (effective 1 January 2025)
• Amendments to IFRS 9 and IFRS 7 Classification and Measurement
of Financial Instruments (effective 1 January 2026)
• IFRS 18 Presentation and Disclosure in Financial Statements
(effective 1 January 2027)
• BEPS: UK legislation on international tax system reform.
Foreign currencies
The results and financial position of all subsidiaries and associates that
have a functional currency different from US dollars are translated into
US dollars as follows:
• assets and liabilities are translated at the closing rate at the balance sheet
date; and
• income and expenses are translated at an average exchange rate for the
month where the relevant rate approximates to the foreign exchange
rates ruling at the dates of the transactions.
All resulting exchange differences are recognised as a separate
component of equity.
On consolidation, exchange differences arising from the translation of the
net investment in entities with a functional currency other than US dollars,
and of borrowings and other currency instruments designated as hedges
of such investments, are taken to shareholders’ equity. When an entity
with a functional currency other than US dollars is sold, the cumulative
amount of such exchange difference is recognised in the Consolidated
Statement of Comprehensive Income as part of the gain or loss on sale.
Foreign currency transactions are initially recorded in an entity’s
functional currency accounts at the exchange rate ruling at the date
of the transaction. Foreign exchange gains and losses resulting from
settlement of such transactions and from the translation at exchange
rates ruling at the balance sheet date of monetary assets or liabilities
denominated in foreign currencies are recognised in the Consolidated
Statement of Comprehensive Income, except when deferred in equity
as qualifying hedges.
Business combinations
Business combinations are accounted for using the acquisition accounting
method. Identifiable assets and liabilities acquired are measured at fair
value at acquisition date. Costs related to the acquisition, other than
those associated with the issue of debt or equity securities, are expensed
as incurred. Any contingent consideration payable is recognised at fair
value at the acquisition date. If the contingent consideration is classified
as equity, it is not remeasured and settlement is accounted for within
equity. Otherwise, subsequent changes to the fair value of the contingent
consideration are recognised in profit or loss. Unwinding of discount on
contingent consideration is included within finance costs. Changes to the
fair value arising from changes in the contingent element, for example
expected cash to be paid or timing of when payments will be made,
are included in general and administrative expenses.
Accounting Policies and Critical Accounting Judgements
continued
Section 1 – Accounting policies continued
Avon Technologies plc
128
Annual Report and Accounts 2025
Revenue
Revenue is measured at the fair value of the consideration which is
expected to be received in exchange for goods and services provided,
net of trade discounts and sales-related taxes. The Group acts as a
principal in all sales of goods and services.
Revenue is recognised when all of the following conditions are satisfied:
• a contract exists with a customer;
• the performance obligations within the contract have been identified;
• the transaction price has been determined;
• the transaction price has been allocated to the performance obligations
within the contract; and
• revenue is recognised as or when a performance obligation is satisfied.
Sale of goods – point in time
Revenue from the sale of goods is recognised at a point in time when
control of the goods has transferred to the customer, usually when
the goods have been shipped to the customer in accordance with the
contracted shipping terms or upon acceptance by the end customer.
Sale of goods – over time
The Group has determined that for certain made-to-order military
contracts performance obligations are satisfied over time, depicting the
transfer of goods to the customer.
This is because, under those contracts, products are made to a customer’s
specification with no alternative use and if a contract is terminated by
the customer, then the Group is entitled to reimbursement of costs
incurred to date plus a reasonable profit margin.
A single method of measuring progress is selected for each related
performance obligation and applied consistently, with an output-based
method used to measure progress based on units certified by the end
customer as a proportion of total units.
Provision of services
Revenue from a contract to provide services, for example externally
commissioned technical reports, funded research and development or
training, is recognised over time as those services are provided. The Group
recognises the amount of revenue from the services provided under
a contract with reference to the costs incurred as a proportion of total
expected costs.
Contract assets and liabilities
Assets and liabilities arising from contracts with customers are separately
identified. Contract assets relate to consideration recognised for work
completed but not billed at the balance sheet date. Contract liabilities
relate to consideration received but not recognised as revenue at the
balance sheet date.
Segment reporting
Segments are identified based on how management monitors the
business. An operating segment is a component of an entity:
• that engages in business activities from which it may earn revenues
and incur expenses (including revenues and expenses relating to
transactions with other components of the same entity);
• whose operating results are regularly reviewed by the entity’s Chief
Operating Decision Maker (CODM) to make decisions about resources
to be allocated to the segment and assess its performance; and
• for which discrete financial information is available.
The Group Executive team, being the Chief Operating Decision Maker,
assesses the performance of operating segments based on adjusted
measures of EBITDA, operating profit, net finance costs, taxation and
earnings per share, as well as other measures not defined under IFRS
listed in the Adjusted Performance Measures section.
Operating segments are aggregated into a single reportable segment
only when the segments have similar economic characteristics, and the
segments are similar in each of the following respects:
• the nature of the products and services;
• the nature of the production processes;
• the type or class of customer for their products and services;
• the methods used to distribute their products or provide their
services; and
• the nature of the regulatory environment.
The Group has two operating and reportable segments: Avon Protection
and Team Wendy. These have responsibility and empowerment to
deliver their own specific strategic objectives, with resourcing, internal
performance management and CODM reporting structures fully in place.
Adjusting items
Transactions are classified as adjusting where they relate to an event that
falls outside of the underlying trading activities of the business and where
individually or in aggregate the Directors consider they have a material
impact on the financial statements.
Employee benefits
Pension obligations and post-retirement benefits
The Group has both defined benefit and defined contribution plans.
The defined benefit plan’s asset or liability is the present value of the
defined benefit obligation at the balance sheet date less the fair value
of plan assets. The defined benefit obligation is calculated annually
by independent actuaries using the projected unit credit method.
The present value of the defined benefit obligation is determined
by discounting the estimated 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. Actuarial gains
and losses arising from experience adjustments and changes in actuarial
assumptions are recognised in full in the period in which they occur,
as part of other comprehensive income. Costs associated with investment
management are deducted from the return on plan assets. Other
expenses are recognised in the income statement as incurred. Net
interest is determined by multiplying the defined benefit obligation
by the high-quality corporate bond rate.
For the defined contribution plans, the Group pays contributions
to publicly or privately administered pension insurance plans on
a mandatory, contractual or voluntary basis. Contributions are
expensed as incurred.
Share-based compensation
Employees (including Directors) of the Group receive part of their
remuneration in the form of share-based payments, whereby, depending
on the scheme, employees render services in exchange for rights over
shares (‘equity-settled transactions’) or entitlement to a future cash
payment (‘cash-settled transactions’), the amount of which is determined
with reference to the Company’s share price.
The fair value of the employee service received in exchange for the grant
of equity-settled transactions 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-based performance conditions;
• excluding the impact of any service and non-market performance
vesting conditions (for example, profitability, sales growth targets and
remaining an employee of the entity over a specified time period); and
• including the impact of any non-vesting conditions (for example, the
requirement for employees to save).
Strategic report
Governance
Financial statements
Avon Technologies plc
129
Annual Report and Accounts 2025
Non-market vesting conditions are included in assumptions over number
of options expected to vest. The total expense is recognised over the
vesting period, which is the period over which all of the specified vesting
conditions are to be satisfied. At the end of each reporting period, the
entity revises its estimates of the number of options that are expected to
vest based on the non-market vesting conditions. It recognises the impact
of the revision to original estimates, if any, in the Consolidated Statement
of Comprehensive Income, with a corresponding adjustment to equity.
The cost of cash-settled transactions is measured with reference to the
fair value of the liability, which is taken to be the closing price of the
Company’s shares. Until the liability is settled it is remeasured at the end
of each reporting period and at the date of settlement, with any changes
in the fair value being recognised in the income statement.
Intangible assets
Goodwill
Goodwill represents the excess of the cost of an acquisition over the fair
value of the Group’s share of the identifiable net assets of the acquired
subsidiary at the date of acquisition. Identifiable net assets include
intangible assets other than goodwill. Any such intangible assets are
amortised over their expected future lives unless they are regarded
as having an indefinite life, in which case they are not amortised but
subjected to annual impairment testing in a similar manner to goodwill.
Since the transition to IFRS, goodwill arising from acquisitions of
subsidiaries after 3 October 1998 is included in intangible assets. It is not
amortised but is tested annually for impairment and carried at cost less
accumulated impairment losses. Gains and losses on the disposal of an
entity include the carrying amount of goodwill relating to the entity
sold. Goodwill arising from acquisitions of subsidiaries before 3 October
1998, which was set against reserves in the period of acquisition under
UK GAAP, has not been reinstated and is not included in determining any
subsequent profit or loss on disposal of the related entity.
Goodwill is tested for impairment at least annually or whenever there
is an indication that the asset may be impaired. Goodwill is allocated
to cash-generating units for the purpose of impairment testing. The
allocation is made to those cash-generating units or groups of cash-
generating units that are expected to benefit from the business
combination in which the goodwill arose. Any impairment is recognised
immediately in the Consolidated Statement of Comprehensive Income.
Subsequent reversals of impairment losses for goodwill are
not recognised.
Development expenditure
Expenditure in respect of product development is capitalised where a
positive outcome is assessed as being reasonably certain, taking account
of commercial viability and technical feasibility. Assessment of commercial
viability includes review of whether future economic benefits are probable
for specific projects. Greater weight is placed on external market evidence
as part of this assessment, including the existence of committed orders,
and previous sales within an overall product category. Technical feasibility
includes assessment of the ability to develop and scale production.
Subsequently capitalised costs are amortised over the expected useful
lives of the related products (typically between five and ten years),
representing the estimated period of sales. Amortisation begins when
a development project is substantively complete and the related product
is available for sale. Expenditure that does not meet these criteria is
expensed as incurred. Development costs capitalised are tested for
impairment annually or whenever there is an indication that the asset
may be impaired. Any impairment, or subsequent reversal, is recognised
immediately in the Consolidated Statement of Comprehensive Income.
External customer contributions to development projects are presented
in revenue under the provision of services accounting policy, with related
costs classified in cost of sales.
Computer software
Computer software comprises costs that are directly associated with the
production of identifiable software products controlled by the Group
and are capable of producing future economic benefits. Capitalised
costs include employee costs and directly attributable overheads.
Costs associated with maintaining software programs are recognised
as an expense when they are incurred. Amortisation is charged to the
Consolidated Statement of Comprehensive Income on a straight-line basis
over the estimated useful life from the date the software is available for
use, generally between three and ten years.
Costs associated with configuration and customisation of cloud
computing arrangements are expensed as incurred.
Other intangible assets
Other intangible assets that are acquired by the Group as part of business
combinations are stated at cost less accumulated amortisation and
impairment losses. The useful lives take account of the differing natures
of each of the assets acquired. The lives used are:
• brands and trademarks – four to fifteen years;
• customer relationships – three to fourteen years; and
• technology and licence agreements – two to ten years.
Amortisation is charged on a straight-line basis over the estimated useful
lives of the assets through general and administrative expenses.
Property, plant and equipment
Property, plant and equipment is stated at historical cost or deemed
cost where IFRS 1 exemptions have been applied, less accumulated
depreciation and any recognised impairment losses.
Costs include the original purchase price of the asset and the costs
attributable to bringing the asset to its working condition for its intended
use including any qualifying finance expenses.
Land is not depreciated. Depreciation is provided on other assets
estimated to write down the depreciable amount of relevant assets by
equal annual instalments over their estimated useful lives.
In general, the lives used are:
• freehold – 40 years;
• leasehold property – over the period of the lease; and
• plant and machinery:
> computer hardware – three years;
> presses – 15 years; and
> other plant and machinery – five to ten years.
Residual values and useful lives of the assets are reviewed, and adjusted
if appropriate, at each balance sheet date.
An asset’s carrying amount is written down immediately to its recoverable
amount if its carrying amount is greater than its estimated net realisable
value. Gains and losses on disposal are determined by comparing
proceeds with carrying amounts. These are included in the Consolidated
Statement of Comprehensive Income.
Leases
Right of use assets and lease liabilities are recognised at the
commencement date of the contract for all leases conveying the
right to control the associated asset for a period of time.
Right of use assets are initially measured at cost, which comprises initial
measurement of the lease liability plus an estimate of dilapidation
provisions where required. Subsequently right of use assets are measured
at cost less accumulated depreciation and any accumulated impairment
losses and adjusted for any remeasurement of the lease liability.
Depreciation is calculated on a straight-line basis over the life of the lease.
Accounting Policies and Critical Accounting Judgements
continued
Section 1 – Accounting policies continued
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130
Annual Report and Accounts 2025
The lease liability is initially measured at the present value of the lease
payments due over the life of the lease. Lease payments are discounted
at the rate implicit in the lease or if that is not readily determined using
the Group’s incremental borrowing rate.
The lease term is determined with reference to any non-cancellable period
of lease contracts plus any periods covered by an option to extend/
terminate the lease if it is considered reasonably certain that the option
will/will not be exercised. In concluding whether or not it is reasonably
certain an option will be exercised, management has considered the
strategic outlook for the Group and other operational factors.
Subsequently the lease liability is measured by increasing the carrying
value to reflect interest on the liability and reducing the carrying value
to reflect lease payments made.
Finance leases
The Group acts as an intermediate lessor for certain legacy commercial
premises where they are no longer required for operations and accounts
for its interests in corresponding head leases and subleases separately.
Lease classification of the sublease between finance and operating
is assessed with reference to the right of use asset arising from the
head lease.
Following the sublet of additional properties in the period, finance
lease assets have been transferred from right of use assets to a specific
finance lease balance sheet classification as they are now considered
collectively material.
Finance lease assets are initially measured at the present value of the lease
receipts due over the life of the lease. Receipts are discounted at the rate
implicit in the sublease or the corresponding head lease liability if the
implicit rate cannot be readily determined.
Inventories
Inventories are stated at the lower of cost, including all relevant overhead
expenditure, and net realisable value. Inventory cost is valued using the
most appropriate method based on the business use of inventory. In the
majority of cases this is standard cost. The cost of finished goods and
work in progress comprises raw materials, direct labour, other direct costs
and related production overheads (based on normal operating capacity).
It excludes borrowing costs. Net realisable value is the estimated selling
price in the ordinary course of business, less applicable incremental selling
expenses. Provisions are generally based on ageing of inventory and
forecast demand. Specific adjustments are made for obsolete or damaged
items where appropriate.
Financial instruments
Recognition and initial measurement
Trade receivables are initially recognised when they are originated and
measured at the transaction price.
Trade payables are obligations to pay for goods or services that have been
acquired in the ordinary course of business from suppliers and are initially
recognised at fair value. All other financial assets and financial liabilities
are initially recognised when the Company becomes a party to the
contractual provisions of the instrument and measured at fair value.
Classification and subsequent measurement
Trade and other receivables and trade and other payables are classified
as measured at amortised cost. The Group recognises loss allowances for
expected credit losses (ECLs) on financial assets measured at amortised
cost and contract assets (as defined in IFRS 15). Loss allowances for trade
receivables and contract assets are always measured at an amount equal
to lifetime ECL.
Accounts payable are classified as current liabilities if payment is due
within one year or less (or in the normal operating cycle of the business
if longer). If not, they are presented as non-current liabilities.
Cash and cash equivalents include cash at bank and in hand and highly
liquid interest-bearing securities with maturities of three months or less.
Bank overdrafts are shown within borrowings in current liabilities on the
balance sheet.
Derivative financial instruments and hedging
The Group classifies outstanding forward exchange contracts, interest rate
swaps and corresponding hedged items as cash flow hedges and states
them at fair value through the Consolidated Statement of Comprehensive
Income. Any ineffective portion of the hedge is recognised immediately in
the income statement.
Impairment
At each reporting date, the Company assesses whether financial assets
carried at amortised cost are credit impaired. A financial asset is ‘credit
impaired’ when one or more events that have a detrimental impact on
the estimated future cash flows of the financial asset have occurred.
The gross carrying amount of a financial asset is written off (either partially
or in full) to the extent that there is no realistic prospect of recovery.
Provisions
Provisions are recognised when the Group has a legal or constructive
obligation as a result of a past event, it is probable that an outflow of
resources will be required to settle the obligation and the amount can
be reliably estimated. Provisions are measured at the present value of
the expenditures expected to be required to settle the obligation.
Where there are a number of similar obligations, for example where a
warranty has been given, the likelihood that an outflow will be required
in settlement is determined by considering the class of obligations as
a whole. A provision is recognised even if the likelihood of an outflow
with respect to any one item included in the same class of obligation
may be small.
If the provision is for a single item, for example a legal claim, costs
associated with the most likely outcome are used as a best estimate.
Restructuring provisions are recognised when the Group has developed
a detailed formal plan for the restructuring and has raised a valid
expectation in those affected that it will carry out the restructuring by
starting to implement the plan or announcing its main features to those
affected by it. The measurement of a restructuring provision includes only
the direct expenditures arising from the restructuring, which are those
amounts that are both necessarily entailed by the restructuring and not
associated with the ongoing activities of the entity.
Taxation
Income tax on the profit or loss for the period comprises current and
deferred tax.
Taxable profit differs from accounting profit because it excludes certain
items of income and expense that are recognised in the financial
statements but are treated differently for tax purposes. Current tax is
the amount of tax expected to be payable or receivable on the taxable
profit or loss for the current period. This amount is then amended for
any adjustments in respect of prior periods.
Current tax is calculated using tax rates that have been written into
law (enacted) or irrevocably announced/committed by the respective
government (substantively enacted) at the period end date. Current tax
receivable (assets) and payable (liabilities) are offset only when there is
a legal right to settle them net and the entity intends to do so. This is
generally true when the taxes are levied by the same tax authority.
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Financial statements
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131
Annual Report and Accounts 2025
Because of the differences between accounting and taxable profits and
losses reported in each period, temporary differences arise on the amount
certain assets and liabilities are carried at for accounting purposes and
their respective tax values. Deferred tax is the amount of tax payable or
recoverable on these temporary differences.
Deferred tax liabilities arise where the carrying amount of an asset is
higher than the tax value. This can happen where the Group invests in
capital assets, as governments often encourage investment by allowing
tax depreciation to be recognised faster than accounting depreciation.
This reduces the tax value of the asset relative to its accounting carrying
amount. Deferred tax liabilities are generally provided on all taxable
temporary differences. The periods over which such temporary differences
reverse will vary depending on the life of the related asset or liability.
Deferred tax assets arise where the carrying amount of an asset is lower
than the tax value. This can happen where the Group has trading losses
which cannot be offset in the current period but can be carried forward.
Deferred tax assets are recognised only where the Group considers it
probable that it will be able to use such losses by offsetting them against
future taxable profits.
However, the deferred income tax is 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.
Taxable temporary differences can also arise on investments in foreign
subsidiaries. Where the Group is able to control the reversal of these
differences and it is probable that these will not reverse in the foreseeable
future, then no deferred tax is provided. Deferred tax is calculated using
the enacted or substantively enacted rates that are expected to apply
when the asset is realised or the liability is settled. Similarly to current taxes,
deferred tax assets and liabilities are offset only when there is a legal right
to settle them net and the entity intends to do so. This normally requires
both assets and liabilities to have arisen in the same country.
Income tax expense reported in the financial statements comprises
current tax as well as the effects of changes in deferred tax assets and
liabilities. Tax expense/credits are generally recognised in the same place
as the items to which they relate. For example, the tax associated with
a gain on disposal is recognised in the income statement, in line with
the gain on disposal. Equally, the tax associated with pension obligation
actuarial gains and losses is recognised in other comprehensive income,
in line with the actuarial gains and losses.
Borrowings
Borrowings are recognised initially at fair value, net of transaction costs
incurred, and subsequently stated at amortised cost. Borrowing costs
are expensed using the effective interest method.
Dividends
Final dividends are recognised as a liability in the Group’s financial
statements in the period in which the dividends are approved by
shareholders, while interim dividends are recognised in the period in
which the dividends are paid.
Share capital
Ordinary shares are classified as equity. Incremental costs directly
attributable to the issue of new shares or options are shown in equity
as a deduction, net of tax, from the proceeds.
Where any Group company purchases the Company equity share
capital (treasury shares), the consideration paid, including any directly
attributable incremental costs (net of income taxes), is deducted from
equity attributable to the Company’s equity holders until the shares are
cancelled, reissued or disposed of. Where such shares are subsequently
sold or reissued, any consideration received, net of any directly attributable
incremental transaction costs and the related income tax effects,
is included in equity attributable to the Company’s equity holders.
Consideration of climate change
In preparing the financial statements, the Directors have considered
the impact of climate change, particularly in context of the risks and
opportunities identified in the TCFD disclosures. There has been no
material impact identified on the financial reporting judgements and
estimates. In particular, the Directors considered the impact of climate
change in respect of the following areas:
• going concern and viability of the Group; and
• cash flow forecasts used in the impairment assessments of non-current
assets including goodwill and development costs.
Significant accounting judgements and estimates
The preparation of financial statements requires the use of estimates and
assumptions that affect the reported amounts of assets and liabilities,
income and expenses. It also requires management to exercise its
judgement in the process of applying the Group’s accounting policies.
The key areas where assumptions and estimates are significant to the
financial statements are disclosed below.
Goodwill – impairment
Goodwill is tested for impairment at least annually or whenever there is
an indication that the asset may be impaired. Goodwill is allocated to
CGUs for the purpose of impairment testing.
Discounted cash flow projections and related assumptions for impairment
testing of goodwill and related CGU asset groupings are a significant
estimate that could result in future material adjustments to asset-carrying
amounts. The calculation of the recoverable amount for CGUs is sensitive
to changes in certain key assumptions, considered to be revenue growth
and the discount rate. Further information on key assumptions, including
sensitivities, is provided in note 3.1.
For the FY25 Team Wendy CGU impairment review, it has been
determined that there are no reasonably possible changes to the
assumptions that would result in a material impairment. Detailed
sensitivity disclosures in the note have been provided due to the
significance of the Team Wendy CGU carrying amount and in context
of the previous FY23 impairment. Although it does not meet the formal
IAS 1 definition, the impairment test has also been treated as a significant
accounting estimate, reflecting the attention given to the review
by management, the Audit Committee and the external auditor.
This approach will be monitored in future years.
Estimating the defined benefit pension scheme assets and obligations
Measurement of defined benefit pension obligations requires estimation
of future changes in inflation and mortality rates and the selection of
a suitable discount rate.
An updated actuarial valuation for IAS 19 (revised) purposes was carried
out by an independent team from the actuary (Aon) for year end
using the projected unit credit method (note 6.2). In the second half
of FY24 the actuarial valuation provider was changed to Aon, having
previously been a separate third party. This change facilitated the use of
detailed member-by-member calculations to estimate defined benefit
obligations, as applied during full actuarial valuations. This approach
refined roll-forward methodology used previously and was considered
a change in accounting estimate under IAS 8.
The investments held by the pension scheme include both quoted
and unquoted securities, the latter of which by their nature involve
assumptions and estimates to determine their fair value. Where there
is not an active market for the unquoted securities the fair value of these
assets is estimated by the pension trustees based on advice received
from the investment manager while also using any available market
evidence of any recent transactions for an identical asset. The assumptions
used in valuing unquoted investments are affected by current market
conditions and trends which could result in changes in fair value after
the measurement date.
Notes to the Group Financial Statements
For the year ended 30 September 2025
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Section 2 – Results for the period
This section contains disclosures explaining the Group’s results for the period, segmental information, earnings per share and taxation.
2.1 Operating segments
The Group Executive Committee is responsible for allocating resources and assessing performance of the operating segments. Operating segments
are therefore reported in a manner consistent with the internal reporting provided to the Group Executive Committee.
The Group has two different continuing operating and reportable segments: Avon Protection and Team Wendy.
Year ended 30 September 2025
Avon Protection
Team Wendy
Total
Adjustments
1
Total
$m
$m
$m
$m
$m
Revenue
168.8
145.1
313.9
313.9
Operating profit/(loss)
33.6
6.7
40.3
(21.1)
19.2
Finance costs
(5.4)
(0.7)
(6.1)
Profit/(loss) before taxation
34.9
(21.8)
13.1
Taxation
(8.0)
5.2
(2.8)
Profit/(loss) for the year
26.9
(16.6)
10.3
Basic earnings per share (cents)
91.2c
(56.3c)
34.9c
Diluted earnings per share (cents)
87.7c
(54.1c)
33.6c
Year ended 30 September 2024
Team Wendy
Total
Adjustments
1
Total
Avon Protection $m
$m
$m
$m
$m
Revenue
145.6
129.4
275.0
275.0
Operating profit/(loss)
26.6
5.0
31.6
(20.9)
10.7
Finance costs
(6.3)
(2.1)
(8.4)
Profit/(loss) before taxation
25.3
(23.0)
2.3
Taxation
(4.4)
5.1
0.7
Profit/(loss) for the year
20.9
(17.9)
3.0
Basic earnings per share (cents)
69.9c
(59.9c)
10.0c
Diluted earnings per share (cents)
67.6c
(57.9c)
9.7c
1.
Refer to Adjusted Performance Measures section for a full breakdown of adjusted measures.
Revenue analysed by geographic origin
2025
2024
$m
$m
Europe
60.7
42.0
US
253.2
233.0
Total
313.9
275.0
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Revenue by line of business
Year ended 30 September 2025
Year ended 30 September 2024
Avon Protection
Team Wendy
Total
Avon Protection
Team Wendy
Total
$m
$m
$m
$m
$m
$m
US DoW
34.8
95.9
130.7
39.6
83.1
122.7
Commercial Americas
31.3
34.7
66.0
40.9
30.2
71.1
UK and International
102.7
14.5
117.2
65.1
16.1
81.2
168.8
145.1
313.9
145.6
129.4
275.0
US DoW revenue, sold directly and through indirect channels, represents the only customer which individually contributes more than 10% to Group revenue.
Revenue by nature of performance obligation
2025
2024
$m
$m
Sale of goods – point in time recognition
260.9
225.3
Sale of goods – over time recognition
49.7
47.6
Provision of services – over time recognition
3.3
2.1
313.9
275.0
Revenue from the sale of goods is recognised at a point in time when control of the goods has transferred to the customer, usually when the goods have
been shipped to the customer in accordance with the contracted shipping terms.
The Group has determined that for certain made-to-order military good contracts performance obligations are satisfied over time, depicting the transfer
of goods to the customer. A single method of measuring progress is selected for each related performance obligation and applied consistently. In the
current financial period, over time recognition applied to a single contract, with an output-based method used to measure progress based on customer
acceptance of product.
Revenue from provision of services is recognised over time as those services are provided.
2.2 Earnings per share
Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares
in issue during the period, excluding those held in the Employee Share Ownership Trust. The Company has dilutive potential ordinary shares in respect of
the Performance Share Plan.
Reconciliations of the earnings and weighted average number of shares used in the calculations are set out below.
Weighted average number of shares
2025
2024
Weighted average number of ordinary shares in issue used in basic calculations (‘000)
29.488
29,895
Potentially dilutive shares (weighted average) (‘000)
1,169
1,022
Diluted number of ordinary shares (weighted average) (‘000)
30,657
30,917
2025
2024
Earnings
$m
$m
Basic
10.3
3.0
2025
2024
Earnings per share
$ cents
$ cents
Basic
34.9c
10.0c
Diluted
33.6c
9.7c
Notes to the Group Financial Statements
continued
Section 2 – Results for the period continued
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2.3 Expenses by nature
2025
2024
$m
$m
Employee and other staff costs
100.8
94.5
Legal and professional fees
11.7
8.7
Depreciation and amortisation charges (notes 3.1 and 3.2)
20.8
20.2
Impairment charges – non-current assets
1.7
Foreign exchange gains
(0.1)
(1.0)
Transportation expenses
6.6
4.7
Material costs
96.6
82.9
Transformational costs
11.5
10.8
Other expenses
46.8
41.8
Total cost of sales, selling and marketing expenses, research and development costs,
and general and administrative expenses
294.7
264.3
2.4 Profit before taxation
2025
2024
Profit before taxation is shown after charging:
$m
$m
Loss on disposal of property, plant and equipment
Repairs and maintenance of property, plant and equipment
8.4
4.1
Impairment of trade receivables (note 5.4)
0.1
2025
2024
Services provided to the Group (including its overseas subsidiaries) by the Company’s auditor:
$m
$m
Audit fees in respect of the audit of the accounts of the Group including subsidiaries
1.0
1.0
Audit fees in respect of the audit of the accounts of the Parent Company
0.2
0.2
Other assurance services
0.1
0.1
Total fees
1.3
1.3
Other assurance services comprise the audit of the defined benefit pension scheme accounts and review of the Group’s half-yearly financial report.
2.5 Taxation
2025
2024
$m
$m
UK current tax
UK adjustment in respect of previous periods
(0.2)
Overseas current tax
0.4
Total current tax charge/(credit)
0.4
(0.2)
Deferred tax – current period
2.6
(0.2)
Deferred tax – adjustment in respect of previous periods
(0.2)
(0.3)
Total deferred tax charge/(credit)
2.4
(0.5)
Total tax charge/(credit)
2.8
(0.7)
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The tax on the Group’s profit before taxation differs from the theoretical amount that would arise using the standard UK tax rate applicable to profits of
the consolidated entities as follows:
2025
2024
$m
$m
Profit before taxation
13.1
2.3
Taxation at the standard rate of 25.0% (2024: 25.0%)
3.3
0.6
Other timing differences
(0.2)
Permanent differences
0.1
(0.7)
Differences in overseas tax rates
(0.4)
0.1
Adjustment in respect of previous periods
(0.2)
(0.5)
Total tax charge/(credit)
2.8
(0.7)
The deferred tax credited directly to other comprehensive income during the year was $0.6m (2024: charge of $3.5m). The deferred tax charged directly
to equity during the year was $2.0m (2024: $0.3m).
Deferred tax
Net deferred tax assets and liabilities of $31.4m have been offset in the 30 September 2025 Statement of Financial Position as the Group has a right to set
off current and deferred tax balances levied by tax authorities in relevant taxable jurisdictions. Deferred tax related to lease assets and liabilities has been
presented on a gross basis.
Deferred tax liabilities
Right of
Accelerated
use assets
capital allowances
Total
$m
$m
$m
At 30 September 2023
6.2
6.2
Charged to profit for the year
0.7
0.7
Transfer from deferred tax assets
1.5
1.5
At 30 September 2024
1.5
6.9
8.4
Credited to profit for the year
(0.4)
(0.7)
(1.1)
At 30 September 2025
1.1
6.2
7.3
Notes to the Group Financial Statements
continued
Section 2 – Results for the period continued
2.5 Taxation continued
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Deferred tax assets
Deferred tax assets have been recognised in respect of temporary differences giving rise to deferred tax assets where it is probable that these assets will
be recovered.
Retirement
Other
benefit
Share
Pension
Lease
Right of use
temporary
obligation
options
Tax losses
spreading
Intangibles
liabilities
assets
Interest
differences
Total
$m
$m
$m
$m
$m
$m
$m
$m
$m
$m
At 30 September 2023
10.1
0.2
6.9
0.7
8.2
3.8
(0.9)
5.7
5.4
40.1
(Charged)/credited against
profit for the period
(1.5)
0.8
(2.6)
1.3
0.2
0.2
(0.6)
1.9
1.5
1.2
(Charged)/credited to other
comprehensive income
(5.0)
0.3
(4.7)
Exchange differences offset
in reserves
0.7
0.1
0.1
0.2
1.1
Credited to equity
0.3
0.3
Transfer to deferred tax liabilities
1.5
1.5
At 30 September 2024
4.3
1.4
4.4
2.2
8.4
4.0
7.6
7.2
39.5
(Charged)/credited against
profit for the period
(1.1)
1.0
(0.3)
(1.0)
(0.1)
(0.7)
(0.5)
(0.8)
(3.5)
(Charged)/credited to other
comprehensive income
0.2
0.3
0.5
Exchange differences offset
in reserves
0.1
0.1
Credited to equity
2.0
2.0
At 30 September 2025
3.4
4.5
4.1
1.2
8.3
3.3
7.1
6.7
38.7
The Group has unrecognised deferred tax assets of $4.6m (2024: $4.5m) in respect of capital losses where it is not considered that there will be sufficient
available future profits to utilise these losses. The gross amount of unrecognised deferred tax assets is $18.5m and has no expiry date.
Deferred tax on pension spreading relates to excess pension contributions made in the current and previous periods for which tax relief is spread across
four years.
Sufficient future profits are forecast to support recognition of deferred tax assets, including accumulated tax losses and other temporary differences.
$3.3m (2024: $5.0m) of the deferred tax asset within other temporary differences relates to inventory reserves and differing cost capitalisation rules for
accounting and tax purposes, with the remainder of other temporary differences relating to a number of smaller timing differences between the tax
and accounting treatment.
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Section 3 – Non-current assets
3.1 Intangible assets
Acquired
Development
Computer
Goodwill
intangibles
expenditure
software
Total
$m
$m
$m
$m
$m
Year ended 30 September 2024
Opening net book amount
65.4
45.8
20.2
7.8
139.2
Exchange differences
0.1
0.1
Additions
0.6
0.6
Impairments
(1.2)
(1.2)
Reclassification
(0.3)
0.3
Amortisation
(6.2)
(3.1)
(3.0)
(12.3)
Closing net book amount
65.4
39.6
15.7
5.7
126.4
At 30 September 2024
Cost
88.8
98.2
69.6
15.6
272.2
Accumulated amortisation and impairment
(23.4)
(58.6)
(53.9)
(9.9)
(145.8)
Net book amount
65.4
39.6
15.7
5.7
126.4
Year ended 30 September 2025
Opening net book amount
65.4
39.6
15.7
5.7
126.4
Exchange differences
0.1
0.1
Additions
1.5
1.5
Amortisation
(5.7)
(3.2)
(3.7)
(12.6)
Closing net book amount
65.4
33.9
14.1
2.0
115.4
At 30 September 2025
Cost
88.8
98.2
71.2
15.6
273.8
Accumulated amortisation and impairment
(23.4)
(64.3)
(57.1)
(13.6)
(158.4)
Net book amount
65.4
33.9
14.1
2.0
115.4
The development expenditure has a remaining useful economic life of up to ten years.
Impairment review of goodwill
Goodwill is tested for impairment annually and whenever there is an indication of impairment at the level of the CGU to which it is allocated.
The total carrying value of each CGU is tested for impairment against corresponding recoverable amounts. CGU carrying values include associated
goodwill, other intangible assets, property, plant and equipment, and attributable working capital.
Goodwill has been allocated to Team Wendy and Avon Protection CGUs. Team Wendy includes goodwill from the Ceradyne and Team Wendy
acquisitions. Avon Protection goodwill is related to three legacy acquisitions that completed in 2016 and earlier financial periods.
In FY23, the recoverable amount of the Team Wendy CGU was less than the carrying amount of the associated net assets, resulting in an impairment
to goodwill of $23.4m.
Cost
Impairment
Net book amount
Allocation of goodwill by CGU
$m
$m
$m
Avon Protection
2.5
2.5
Team Wendy
86.3
(23.4)
62.9
Total goodwill
88.8
(23.4)
65.4
The recoverable amount of the CGUs has been determined based on value in use calculations, using discounted cash flow projections for a five-year
period plus a terminal value based upon a long-term perpetuity growth rate of 2.5% (2024: 1.5%). The rate was selected as appropriate based on expected
growth for the protection market.
Notes to the Group Financial Statements
continued
Section 3 – Non-current assets continued
3.1 Intangible assets continued
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Value in use calculations are based on the Group’s Board-approved risk-adjusted five-year plan, which has been amended to exclude the impact of capital
expenditure considered expansionary and certain linked earnings and cash flows. Excluded expansionary items relate to new helmet programmes
which, although specifically identified and planned, have yet to incur significant capital expenditure. Risk-adjusted five-year plan cash flows incorporate
a balanced view of risks and opportunities specific to each CGU. Central costs in the five-year plan are allocated to Avon Protection and Team Wendy
CGUs based on an average of relative net assets, payroll costs and revenues. Central costs include Board, Finance, IT, HR, Legal and Communications
where these are not directly attributable to an individual CGU.
It is considered appropriate to extrapolate cash flows into perpetuity as the fifth year represents a reasonable estimate of steady state business operations,
excluding expansionary items. The post-tax discount rates applied were 10.9% for Avon Protection and 10.5% for Team Wendy (2024: 12.5% for Avon
Protection and 12.0% for Team Wendy). Equivalent pre-tax rates were 14.7% and 13.3% (2024: 16.1% and 14.7%). Post-tax discount rates were derived by
external experts taking into consideration current market conditions and assumptions including: the risk-free rate, the expected market return and the
industry beta.
The Group’s Board-approved five-year plan includes management’s estimate of revenue, and other financial assumptions. These consolidate risk-adjusted
granular forecasts for individual products or initiatives that consider market opportunities, execution risk, past experience and other relevant factors.
As set out in the TCFD section, the Group has assessed the potential impact of climate change for the next five years to be low and has therefore not
included climate-related impacts in the value in use calculation. Beyond 2030, although there are potential costs associated with climate change,
these are balanced with significant opportunity for increased demand for protective products in a changing global security environment. Given this
balanced view, no climate-related risk adjustments have been made to long-term projections beyond five years.
Team Wendy CGU
In the current year the recoverable amount of the Team Wendy CGU of $271.0m was $97.8m higher than the carrying amount of associated CGU net
assets (2024: recoverable value of $202.5m, $29.8m higher than the carrying amount of associated net assets).
The calculation of the recoverable amount for the Team Wendy CGU is sensitive to changes in certain key assumptions, considered to be revenue growth
and the discount rate. The Group has carried out sensitivity analysis on the Team Wendy CGU impairment test, using reasonably plausible scenarios
focused on changes to key assumptions applied in the value in use calculations. The table below provides the expected revenue growth rate included
in the current year calculation. Annual growth is expected to be higher in earlier years of the five-year plan. The compound annual growth rate in revenue
from 2023/24 to 2028/29 assumed in the prior year impairment review was 4%.
Compound annual growth rate in revenue from 2024/25 to 2029/30
6%
Annual growth in revenue excludes items considered expansionary as required by IAS 36. These items form a key part of the Group’s long-term
commercial forecasts and growth strategy.
If the compound annual revenue growth rate (CAGR) over the first five years of the forecast was reduced from 6% to 5%, with the impact on the fifth
year extrapolated in calculating terminal value, the current year value in use of the Team Wendy CGU would be reduced by $23.9m. A reduction in
revenue CAGR to 1.5% would result in the recoverable amount being equal to Team Wendy CGU net assets. There are many individual product revenue
assumptions which are included in the forecasts, with the impact of a 1% change in revenue growth rate disclosed. The level of uncertainty associated
with revenue growth for each product varies depending on factors such as the current order book, forecast customer demand, execution risk, underlying
market growth and competitive positioning. A 1.0% change in overall revenue growth rate demonstrates the impact that could arise from changes in
these underlying product-level assumptions.
Sensitivity to a reasonably plausible change in the post-tax discount rate is as follows:
Reduction to
2025 Team Wendy
CGU value in use
$m
Post-tax discount rate increased by 1.5%
37.6
While keeping other assumptions constant, a post-tax discount rate increase of 5.5% would result in the recoverable amount being equal to Team Wendy
CGU net assets.
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Avon Protection CGU
Value in use for the Avon Protection CGU was substantially greater than its carrying amount in the current and prior periods. Sensitivity analysis has
been performed which shows there are no reasonable changes in assumptions that would result in an impairment to goodwill and other net assets
associated with the CGU.
Impairment review of development costs
Development assets are grouped into the smallest identifiable group of assets generating future cash flows largely independent from other assets,
known as cash-generating units (CGU). Included in CGUs are development expenditure, tangible assets and inventory related to the product group.
CGUs are tested for impairment annually and whenever there is an indication of impairment. The CGUs have been tested against their recoverable
amount calculated through value in use cash flows. Cash flows were discounted using post-tax rates of 10.4–11.8% (2024: 10.9–12.5%). Equivalent pre-tax
rates were 21.0–23.0% (2024: 16.1–19.5%). Cash flows were adjusted to incorporate risks specific to each CGU.
In the prior year review, the $4.1m carrying amount of the boots and gloves product range CGU was impaired through adjusting items by $1.7m
($1.2m fully impairing associated development expenditure, $0.5m plant and machinery), leaving a remaining carrying amount of $2.4m. The impairment
was a result of changes in forecast cash flows based on latest costing and revenue assumptions.
In the current year review, value in use cash flows support a carrying value of $2.4m, equivalent to the post-impairment CGU asset balance. There is no
dependency on expansionary capital expenditure.
Acquired intangibles
At 30 September
At 30 September
At 30 September
2023
2024
2025
Net book amount
Amortisation
Net book amount
Amortisation
Net book amount
$m
$m
$m
$m
$m
Brand
9.3
(1.2)
8.1
(1.1)
7.0
Customer relationships
22.4
(3.0)
19.4
(2.5)
16.9
Other intangibles
14.1
(2.0)
12.1
(2.1)
10.0
Total acquired intangibles
45.8
(6.2)
39.6
(5.7)
33.9
Customer relationships
The net book value of customer relationships includes one individually material contract with the National Industries for the Blind, which was acquired
through the acquisition of Team Wendy at a fair value of $14.9m. At 30 September 2025, this had a carrying value of $8.2m and a remaining amortisation
period of six years. Other customer relationships had a carrying value of $8.7m at the end of the period, and a remaining amortisation period of nine years.
Notes to the Group Financial Statements
continued
Section 3 – Non-current assets continued
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3.2 Property, plant and equipment
Right of use lease
Plant and
Leasehold
Freeholds
assets
machinery
improvements
Total
$m
$m
$m
$m
$m
Year ended 30 September 2024
Opening net book amount
1.5
8.5
23.5
2.3
35.8
Exchange differences
0.3
0.6
0.9
Additions
4.8
8.0
2.6
15.4
Impairments
(0.5)
(0.5)
Depreciation charge
(0.1)
(2.7)
(4.5)
(0.6)
(7.9)
Closing net book amount
1.4
10.9
27.1
4.3
43.7
At 30 September 2024
Cost
3.0
46.8
94.6
6.3
150.7
Accumulated depreciation and impairment
(1.6)
(35.9)
(67.5)
(2.0)
(107.0)
Net book amount
1.4
10.9
27.1
4.3
43.7
Year ended 30 September 2025
Opening net book amount
1.4
10.9
27.1
4.3
43.7
Exchange differences
Additions
7.0
0.1
7.1
Lease term adjustments
(0.3)
(0.3)
Depreciation charge
(0.1)
(2.5)
(5.2)
(0.4)
(8.2)
Closing net book amount
1.3
8.1
28.9
4.0
42.3
At 30 September 2025
Cost
3.0
46.5
101.6
6.4
157.5
Accumulated depreciation and impairment
(1.7)
(38.4)
(72.7)
(2.4)
(115.2)
Net book amount
1.3
8.1
28.9
4.0
42.3
The $0.5m impairment to plant and machinery in the prior year relates to boots and gloves (note 3.1).
Property, plant and equipment with a net book amount of $33.8m is located within the United States of America (2024: $35.6m). The balance is located in
the United Kingdom.
$5.7m (2024: $3.1m) of expenditure included in the carrying value of plant and machinery relates to assets under construction.
In the prior year, right of use assets increased by $4.8m to recognise extension options considered reasonably certain. In FY25 these extension options
were all exercised. Some of the agreed extensions included revised commercial terms, resulting in a reduction in right of use assets, and corresponding
lease liabilities (note 5.1), of $0.3m.
2025 additions are shown net of $1.0m grant funding. This was outstanding for payment at the year end.
3.3 Finance leases
Finance leases
$m
At 30 September 2023
6.2
Additions
0.2
Interest income
0.4
Payments received
(1.4)
At 30 September 2024
5.4
Interest income
0.4
Payments received
(1.3)
At 30 September 2025
4.5
The Group subleases commercial premises where they are no longer required for operations, resulting in lease assets being held on the balance sheet.
Expected credit losses on finance lease assets are less than $0.1m and have been considered immaterial. Payments received include $0.3m interest and
$1.0m capital receipts (2024: $0.4m interest and $1.0m capital receipts). Annual undiscounted lease payments for FY26 to FY30 are between $0.7m and
$0.9m. Total undiscounted lease payments for FY31 and beyond are in aggregate $1.8m.
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Section 4 – Working capital
4.1 Inventories
2025
2024
$m
$m
Raw materials
32.0
27.9
Work in progress
12.0
20.6
Finished goods
22.2
19.7
Inventory – gross
66.2
68.2
Inventory provisions
(10.7)
(13.3)
Inventory – net
55.5
54.9
The cost of inventories recognised as an expense and included in cost of sales amounted to $96.6m (2024: $82.9m). The amount of inventory carried as
fair value less costs to sell is $nil (2024: $nil).
4.2 Trade and other receivables
2025
2024
$m
$m
Trade receivables
46.0
32.6
Less: provision for impairment of receivables
(0.7)
(0.3)
Trade receivables – net
45.3
32.3
Prepayments
4.2
3.4
Other receivables
2.4
1.2
51.9
36.9
The Group has no contract assets in the current or prior period.
See note 5.4 (i) Credit risk for further details in relation to the Group provision for impairment of receivables. Changes in provisions for impaired receivables
are included within general and administrative expenses in the Consolidated Statement of Comprehensive Income.
4.3 Trade and other payables
2025
2024
$m
$m
Trade payables
20.2
16.2
Contract liabilities
2.1
0.9
Other taxation and social security
1.5
0.6
Accruals
17.9
18.7
41.7
36.4
Contract liabilities represent amounts invoiced under contracts with customers but not recognised as revenue at the balance sheet date and cash
received in advance. $0.9m (2024: $1.3m) of the balance in contract liabilities at the start of the period was recognised as revenue in the current period.
The outstanding balance at the end of the period is expected to be recognised within the next 12 months.
4.4 Cash and cash equivalents
2025
2024
$m
$m
Cash and cash equivalents
13.4
14.0
Cash and cash equivalents are denominated in US dollars, New Zealand dollars, pounds sterling and euros and earn interest based on central bank rates.
Notes to the Group Financial Statements
continued
Section 4 – Working capital continued
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2025
2024
$m
$m
Continuing operations
Profit for the year
10.3
3.0
Taxation
2.8
(0.7)
Depreciation
8.2
7.9
Amortisation of intangible assets
12.6
12.3
Impairment of other non-current assets
1.7
Defined benefit pension scheme cost
0.9
1.1
Net finance costs
6.1
8.4
Fair value of share-based payments
5.8
3.3
Transformation costs expensed
11.5
10.8
(Increase)/decrease in inventories
(0.6)
0.3
Decrease/(increase) in receivables
(14.1)
17.2
Increase/(decrease) in payables and provisions
3.0
3.2
Cash flows from continuing operations before adjusting items
46.5
68.5
Transformational costs paid
(13.1)
(9.7)
Cash flows from continuing operations
33.4
58.8
2025
2024
$m
$m
Discontinued operations
Profit for the period
Taxation
Decrease in receivables
5.1
Decrease in payables and provisions
(0.2)
Cash flows from discontinued operations
4.9
Cash flows from operations
63.7
Cash flows from discontinued operations relate to final working capital receipts and payments for the Armour business, which closed in FY23.
The balance sheet change in inventories is reconciled as follows:
2025
2024
$m
$m
Change in inventories – continuing operations cash flows
(0.6)
(0.3)
Non-cash foreign exchange translation
0.8
Balance sheet inventories movement (note 4.1)
(0.6)
0.5
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Section 5 – Funding
The following section provides disclosures about the Group’s funding position, including borrowings, finance costs, exposure to financial risks and
capital management policies.
5.1 Borrowings
2025
2024
$m
$m
Current
Lease liabilities
2.8
3.9
Non-current
Bank loans
63.5
57.5
Lease liabilities
15.1
18.0
78.6
75.5
Total Group borrowings
81.4
79.4
Bank loans comprise drawings under the revolving credit facility (RCF).
The Group had the following committed facilities at the balance sheet date:
2025
2024
$m
$m
Overdraft facility
3.0
3.0
Total undrawn committed borrowing facilities
73.5
79.5
Bank loans utilised
63.5
57.5
Total Group facilities
140.0
140.0
On 14 May 2024 the Group signed a $137m RCF, together with a $50m accordion replacing the previous facility. The RCF was agreed with a syndicate of
four lenders and is available until May 2028, having been extended during the year (previously until May 2027). The RCF has a further one-year extension
option to May 2029 subject to lender approval.
The RCF is subject to financial covenants measured on a biannual basis. These include a limit of 3.0 times for the ratio of net debt, excluding lease
liabilities, to bank-defined adjusted EBITDA (leverage). The Group was in compliance with all financial covenants during the current and prior years.
The RCF is drawn in short- to medium-term tranches of debt which are repayable within 12 months of drawdown. These tranches of debt can be
rolled over provided certain conditions are met, including covenant compliance. The Group considers that it is highly unlikely it would be unable to
exercise its right to roll over the debt based on forecast covenant compliance. Even in a severe downside scenario, there are mitigating actions within
the control of the Group that could be taken to maintain compliance with these conditions, including future covenant requirements. The Directors
therefore believe that the Group has the ability and the intent to roll over the drawn RCF amounts when due and consequently has presented the
RCF as a non-current liability.
The RCF is floating rate priced on the Secured Overnight Financing Rate (SOFR) plus a margin depending on leverage. The Group has provided the
lenders with a negative pledge in respect of certain shares in Group companies.
In addition to the RCF the Group’s US operations have access to a $3.0m overdraft facility that is renewed annually and used to manage short-term
liquidity requirements.
The table below presents the maturity analysis in respect of lease liabilities and bank loans:
2025
2024
$m
$m
In one year or less, or on demand
2.8
3.9
Two to five years
74.1
68.2
More than five years
4.5
7.3
Total Group borrowings
81.4
79.4
Lease liabilities relate to land and buildings (right of use assets) leased by the Group for its office space and manufacturing facilities. The leases typically
run for a period of five to ten years. Many leases include an option to renew the lease for an additional period after the end of the contract term. Where
commercial, the Group seeks to include extension options in new leases to provide operational flexibility. The extension options held are exercisable
only by the Group and not by the lessors. The Group assesses at lease commencement, and if there is a significant change in circumstances, whether it is
reasonably certain to exercise the extension options.
In the prior year lease liabilities increased by $4.8m to recognise extension options considered reasonably certain. In FY25 these extension options were
all exercised. Some of the agreed extensions included revised commercial terms, resulting in a reduction to lease liabilities and corresponding right of use
assets (note 3.2) of $0.3m.
Payments associated with short-term leases and leases of low-value assets are recognised on a straight-line basis as an expense in the income statement.
Short-term leases are leases with a lease term of 12 months or less. Low-value assets comprise IT and other equipment.
Notes to the Group Financial Statements
continued
Section 5 – Funding continued
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5.2 Net finance costs
2025
2024
$m
$m
Interest payable on bank loans and overdrafts
(4.2)
(5.4)
Interest payable in respect of leases
(1.1)
(0.9)
Amortisation of finance fees
(0.4)
(0.7)
UK defined benefit pension scheme net interest expense (note 6.2)
(0.7)
(2.1)
Other interest payable
(0.2)
Bank interest income
0.2
0.3
Finance lease interest
0.3
0.4
Net finance costs
(6.1)
(8.4)
The effective interest rates at the balance sheet dates were as follows:
2025
2024
Sterling
Dollar
Sterling
Dollar
%
%
%
%
Bank loans (interest payable on drawn facilities)
5.70%
6.89%
Lease liabilities
7.70%
2.80%
7.70%
2.80%
Floating interest on bank loans has been hedged using interest rate swaps as described in note 5.4 (iv). Finance costs paid in respect of bank loans and
overdrafts in the consolidated cash flow statement is shown net of cash receipts from interest rate swaps.
Movement analysis for interest due on bank loans and interest rate swaps
At 30 September
Cash flow paid/
Non-cash
Exchange
At 30 September
2024
(received)
movements
movements
2025
$m
$m
$m
$m
$m
Interest due on bank loans
4.6
(4.6)
Interest rate swaps
(0.4)
0.4
Other interest payable
0.1
(0.2)
(0.1)
At 30 September
Cash flow paid/
Non-cash
Exchange
At 30 September
2023
(received)
movements
movements
2024
$m
$m
$m
$m
$m
Interest due on bank loans
6.1
(6.1)
Interest rate swaps
0.9
(0.7)
(0.2)
In addition to net cash flows of $4.2m (2024: $5.4m) disclosed above for interest on bank loans and interest rate swaps, during the year the Group paid
$0.3m for the one-year extension to the RCF (2024: $1.1m in RCF arrangement fees and other directly attributable upfront costs).
5.3 Analysis of net cash/(debt)
At 30 September
Non-cash
Exchange
At 30 September
2024
Cash flow
movements
movements
2025
$m
$m
$m
$m
$m
Cash and cash equivalents
14.0
(0.6)
13.4
Bank loans
(57.5)
(6.0)
(63.5)
Net debt excluding lease liabilities
(43.5)
(6.6)
(50.1)
Lease liabilities
(21.9)
5.0
(1.0)
(17.9)
Net debt
(65.4)
(1.6)
(1.0)
(68.0)
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On refinancing in the prior year the Group repaid borrowings under the previous RCF of $71.5m and drew borrowings under the new RCF of $72.9m.
A reconciliation of prior year gross cash flows for bank loans is provided as follows:
Prior RCF
New RCF initial
repayment on
Other loan
drawdown
Other drawdown
cancellation
repayments
proceeds
proceeds
Total cash flow
$m
$m
$m
$m
$m
Bank loans
71.5
49.2
(72.9)
(27.6)
20.2
At 30 September
Non-cash
Exchange
At 30 September
2023
Cash flow
movements
movements
2024
$m
$m
$m
$m
$m
Cash and cash equivalents
13.2
0.7
0.1
14.0
Bank loans
(77.7)
20.2
(57.5)
Net debt excluding lease liabilities
(64.5)
20.9
0.1
(43.5)
Lease liabilities
(20.9)
5.2
(5.7)
(0.5)
(21.9)
Net debt
(85.4)
26.1
(5.7)
(0.4)
(65.4)
Cash flows against lease liabilities were as follows:
2025
2024
$m
$m
Repayment of lease liability
3.9
4.3
Finance costs paid in respect of leases
1.1
0.9
Total lease cash flows
5.0
5.2
5.4 Financial instruments
Financial instruments by category
Trade and other receivables (excluding prepayments) and cash and cash equivalents are classified as ‘financial assets’. Borrowings and trade and other
payables are classified as ‘other financial liabilities at amortised cost’. Both categories are initially measured at fair value and subsequently held at
amortised cost.
Derivatives (interest rate swaps) are classified as ‘derivatives used for hedging’ and accounted for at fair value with gains and losses taken to reserves
through the Consolidated Statement of Comprehensive Income.
Financial risk and treasury policies
The Group’s finance team monitors liquidity, manages relations with the Group’s bankers, identifies and manages risk, and provides a treasury
service to the Group’s businesses. Treasury dealings such as investments, borrowings and foreign exchange are conducted only to support underlying
business transactions.
(i) Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises
principally from the Group’s receivables from customers and monies on deposit with financial institutions.
The Group recognises loss allowances for expected credit losses (ECLs) on financial assets measured at amortised cost and contract assets (as defined in
IFRS 15). ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference
between the cash flows due to the entity in accordance with the contract and the cash flows that the Company expects to receive). ECLs are discounted
at the effective interest rate of the financial asset. Loss allowances for trade receivables and contract assets are always measured at an amount equal to
lifetime ECL.
When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL, the Company
considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and
qualitative information and analysis, based on the Company’s historical experience and informed credit assessment and including forward-looking
information. Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument.
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was:
Carrying amount of financial assets
2025
2024
$m
$m
Trade receivables – net
45.3
32.3
Other receivables
2.4
1.2
Cash and cash equivalents
13.4
14.0
61.1
47.5
Notes to the Group Financial Statements
continued
Section 5 – Funding continued
5.4 Financial instruments continued
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The maximum exposure to credit risk for financial assets at the reporting date by currency was:
2025
2024
Carrying amount of financial assets
$m
$m
Pound sterling
5.7
4.4
US dollar
51.6
42.5
Euro
3.7
0.4
Other currencies
0.1
0.2
61.1
47.5
The ageing of trade receivables and associated provision for impairment at the reporting date was:
Gross
Provision
Net
Gross
Provision
Net
2025
2025
2025
2024
2024
2024
$m
$m
$m
$m
$m
$m
Not past due
39.6
39.6
28.6
28.6
Past due 0–30 days
3.6
3.6
3.0
3.0
Past due 31–60 days
0.4
0.4
0.5
0.5
Past due 61–90 days
1.2
1.2
0.2
0.2
Past due 91 days
1.2
(0.7)
0.5
0.3
(0.3)
46.0
(0.7)
45.3
32.6
(0.3)
32.3
The total past due receivables, net of provisions, is $5.5m (2024: $3.7m).
Individually impaired receivables relate to a small number of specific customers. Provisions for impairment are based on expected credit losses and are
estimated based on knowledge of customers and historical experience of losses. A portion of these receivables is expected to be recovered.
Movements on the Group provision for impairment of trade receivables are as follows:
2025
2024
$m
$m
At the beginning of the period
0.3
0.5
Provision for impairment of trade receivables
0.4
(0.2)
At the end of the period
0.7
0.3
The only significant concentration of credit risk is with the US Government Department of War. At the balance sheet date, outstanding trade receivables
for this customer were $19.5m (2024: $1.2m).
The credit risk in relation to trade receivables is managed via credit evaluations for all non-government customers requiring credit above a certain
threshold, with required approval levels dependent on the value of sales. Where possible, letters of credit or payments in advance are received for
significant export sales.
(ii) Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach to managing liquidity
is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions,
without incurring unacceptable losses or risking damage to the Group’s reputation.
The Group uses weekly cash flow forecasts to monitor cash requirements and to optimise its borrowing position. Typically the Group ensures that it has
sufficient borrowing facilities to meet foreseeable operational expenses.
The following shows the contractual maturities of financial liabilities, including interest payments, where applicable, and excluding the impact of netting
agreements and on an undiscounted basis:
Carrying
Contractual cash
Less than
amount
flows
12 months
2–5 years
After 5 years
Analysis of contractual cash flow maturities
$m
$m
$m
$m
$m
30 September 2025
Bank loans and overdrafts
(63.5)
(68.6)
(3.1)
(65.5)
Trade and other payables
(38.1)
(38.1)
(38.1)
Lease liabilities
(17.9)
(23.2)
(3.8)
(12.4)
(7.0)
Derivatives
(119.5)
(129.9)
(45.0)
(77.9)
(7.0)
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Carrying
Contractual cash
Less than
amount
flows
12 months
2–5 years
After 5 years
Analysis of contractual cash flow maturities
$m
$m
$m
$m
$m
30 September 2024
Bank loans and overdrafts
(57.5)
(65.9)
(4.0)
(61.9)
Trade and other payables
(34.9)
(34.9)
(34.9)
Lease liabilities
(21.9)
(28.7)
(5.0)
(13.7)
(10.0)
Derivatives
0.2
(0.2)
(114.3)
(129.5)
(43.7)
(75.8)
(10.0)
(iii) Currency risk
The Group is exposed to transactional foreign exchange risk to the extent that there is a mismatch between the currencies in which sales and purchases
are denominated and the respective functional currencies of Group companies. The functional currencies of Group companies are sterling and US dollars.
Transactional risk is minimised through natural hedging of sales and purchase currencies at a Company level. The Group monitors net transactional
exposure and can utilise forward foreign exchange contracts to hedge the remaining currency risk. These contracts are generally designated as cash
flow hedges. At the end of the reporting period there were no forward contracts outstanding (2024: $nil).
The Group is also exposed to translational foreign exchange risk arising when the results of sterling-denominated companies are consolidated into the
Group presentational currency, US dollars. Group policy is not to hedge translational foreign exchange risk.
In respect of monetary assets and liabilities that are not denominated in Company functional currencies, the Group regularly reviews net exposure and
ensures this is kept to an acceptable level by monitoring intercompany funding structures and buying or selling foreign currencies where necessary to
address short-term imbalances.
Sensitivity analysis
It is estimated that, with all other variables held equal (in particular other exchange rates), a 1c increase in the value of the US dollar against sterling
would have increased the Group’s profit before interest and tax by $0.3m (2024: $0.2m), increased the Group’s profit after tax by $0.3m (2024: $0.2m)
and increased shareholders’ funds by $0.3m (2024: $0.2m).
The following significant exchange rates applied during the period:
Average rate 2025
Closing rate 2025
Average rate 2024
Closing rate 2024
Pound sterling
0.7653
0.7440
0.7887
0.7469
(iv) Interest rate risk
2025
2024
Derivative financial instruments – interest rate swaps
$m
$m
Current
0.2
Non-current
(0.2)
The RCF is floating rate priced using the Secured Overnight Financing Rate (SOFR). Under Group hedging policy, interest rate swaps are used to fix
a portion of SOFR floating rate interest. The notional value of active interest rate swaps at 30 September 2025 was $20.0m, expiring on 8 September 2026
(2024: $20.0m). In the prior year the Group also had additional interest rate swaps in place with a notional value of $30.0m which expired on 8 September
2025. As at 30 September 2025, the value of the Group’s interest rate swaps was less than $0.1m.
After taking account of hedging, a 1.0% increase in SOFR would have increased interest payable on bank loans by $0.3m (2024: $0.4m).
(v) Fair values
The fair values of financial assets and liabilities, together with the carrying amounts shown in the balance sheet, are as follows:
Carrying amount
Fair value
Carrying amount
Fair value
2025
2025
2024
2024
$m
$m
$m
$m
Trade receivables – net
45.3
45.3
32.3
32.3
Other receivables
2.4
2.4
1.2
1.2
Derivatives
Cash and cash equivalents
13.4
13.4
14.0
14.0
Bank loans
(63.5)
(63.5)
(57.5)
(57.5)
Trade and other payables
(40.2)
(40.2)
(35.8)
(35.8)
Notes to the Group Financial Statements
continued
Section 5 – Funding continued
5.4 Financial instruments continued
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Basis for determining fair value
The following summarises the significant methods and assumptions used in estimating the fair values of financial instruments reflected in the
table above.
Derivatives
The Group’s interest rate swaps are not traded in active markets. These have been fair valued using observable interest rates. The effects of
non-observable inputs are not significant for interest rate swaps.
Counterparty banks perform valuations of interest rate swaps for financial reporting purposes, determined by discounting the future cash flows
at rates determined by year end yield curves.
Secured loans
As the loans are floating rate borrowings, amortised cost is deemed to reflect fair value.
Trade and other receivables/payables
As the majority of receivables/payables have a remaining life of less than one year, the notional amount is deemed to reflect the fair value.
5.5 Equity
Share capital
Number
Ordinary shares
Share premium
Number
Ordinary shares
Share premium
of shares
2025
2025
of shares
2024
2024
2025
$m
$m
2024
$m
$m
Called up allotted and fully paid ordinary
shares of £1 each
At the beginning of the period
31,023,292
50.3
54.3
31,023,292
50.3
54.3
At the end of the period
31,023,292
50.3
54.3
31,023,292
50.3
54.3
Ordinary shareholders are entitled to receive dividends and to vote at meetings of the Company.
Own shares held – Long-Term Incentive Plan
2025
2024
Number of shares
Number of shares
Opening balance
555,205
261,714
Acquired in the period
494,650
301,947
Disposed of on exercise of options
(105,045)
(8,456)
Closing balance
944,810
555,205
Own shares held – Share Buyback Programme
2025
2024
Number of shares
Number of shares
Opening balance
765,098
765,098
Acquired in the period
Closing balance
765,098
765,098
These shares are held in trust in respect of awards made under the Group’s Long-Term Incentive Plan. Dividends on the shares have been waived.
The market value of shares held in trust at 30 September 2025 was $27.0m (30 September 2024: $9.1m). The shares are held at cost as treasury shares
and deducted from shareholders’ equity.
During 2025 the trust acquired 494,650 (2024: 301,947) shares at a cost of $9.1m (2024: $5.0m).
In 2022 the Group completed a £9.25m ($12.4m) Share Buyback Programme, purchasing 765,098 ordinary shares. Dividends on these shares have been
waived. Purchased shares under the programme are held at cost as treasury shares and deducted from shareholders’ equity.
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5.6 Dividends
On 31 January 2025, the shareholders approved a final dividend of 16.1c per qualifying ordinary share in respect of the year ended 30 September 2024.
This was paid on 7 March 2025 utilising $4.9m of shareholders’ funds.
The Board of Directors declared an interim dividend of 7.6c (2024: 7.2c) per qualifying ordinary share in respect of the year ended 30 September 2025.
This was paid on 5 September 2025 utilising $2.3m (2024: $2.2m) of shareholders’ funds.
The Board is recommending a final dividend of 17.0c per share (2024: 16.1c), which together with the 7.6c interim dividend gives a total dividend
of
24.6
c (2024:
23.3
c). The final dividend will be paid on 6 March 2026 to shareholders on the register at 6 February 2026 with an ex-dividend date
of 5 February 2026.
Dividend cover
2025
2024
$ cents
$ cents
Interim dividend
7.6c
7.2c
Final dividend
17.0c
16.1c
Total dividend
24.6c
23.3c
Basic earnings per share
34.9c
10.0c
Dividend cover ratio
1.4 times
0.4 times
Section 6 – Key management and employee benefits
6.1 Employees
Total remuneration and associated costs for the period were:
2025
2024
$m
$m
Wages and salaries
76.3
71.3
Social security costs
7.9
7.3
Other pension costs
3.0
3.0
US healthcare costs
5.9
5.8
Share-based payments (note 6.3)
6.0
3.3
99.1
90.7
Detailed disclosures of Directors’ remuneration and share options, including disclosure of the highest-paid Director, are given on page 101.
The average monthly number of employees (including Executive Directors) during the period was:
2025
2024
number
number
Avon Protection
442
452
Team Wendy
469
463
911
915
The total number of employees (including Executive Directors) at the end of the reporting period was:
2025
2024
number
number
Avon Protection
462
436
Team Wendy
520
481
982
917
Central employees that are not specifically related to an individual business have been allocated to Avon Protection and Team Wendy based on an
average of relative net assets, payroll costs and revenues.
Notes to the Group Financial Statements
continued
Section 6 – Key management and employee benefits continued
6.1 Employees continued
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Key management compensation
The key management compensation below includes the Executive Directors plus seven (2024: four) others who were active members of the
Group Executive team during the year. It also includes the Non-Executive Directors.
2025
2024
$m
$m
Salaries and other employee benefits
6.3
5.9
Post-employment benefits
0.2
0.2
6.5
6.1
The value of LTIP share awards held by key management that vested during the year was $0.6m (2024: $nil). The notional non-cash IFRS 2 equity settled
share-based payment expense in respect of the key management was $2.4m (2024: $1.7m).
6.2 Pensions and other retirement benefits
Defined contribution pension scheme
The charge in respect of defined contribution pension schemes was $3.0m (2024: $3.0m).
Defined benefit pension scheme
Retirement benefit assets and liabilities can be analysed as follows:
2025
2024
$m
$m
Net pension liability
13.8
17.2
The Group operated a contributory defined benefit plan to provide pension and death benefits for the employees of Avon Technologies plc and its
Group undertakings in the UK employed prior to 31 January 2003. The plan was closed to future accrual of benefit on 1 October 2009 and has a weighted
average maturity of approximately 11 years. The assets of the plan are held in separate trustee-administered funds and are invested by professional
investment managers. The trustee is Avon Rubber Pension Trust Limited, the Directors of which are members of the plan. Five Directors are appointed by
the Company and two are elected by the members. The plan exposes the Group to actuarial risks such as longevity risk, inflation risk and investment risk.
The funding of the plan is based on regular actuarial valuations. The most recent full actuarial valuation of the plan was carried out at 31 March 2022
when the market value of the plan’s assets was £337.5m. The fair value of those assets represented 91% of the value of the benefits which had accrued to
members, after allowing for future increase in pensions. The next triennial valuation at 31 March 2025 is now underway, with the outcome of the process
expected mid-FY26.
During the year the Group made payments of $6.0m to the plan (2024: $9.1m) in respect of scheme expenses and deficit recovery plan payments.
In accordance with the deficit recovery plan agreed following the 31 March 2022 actuarial valuation, the Group will make payments in FY26 of £4.7m,
FY27 of £5.1m and FY28 of £5.6m in respect of deficit recovery and scheme expenses.
The Directors have confirmed no additional liability is required to be recognised as a consequence of minimum funding requirements. The trustees
have no rights to wind up the scheme or improve benefits without Company consent.
An updated actuarial valuation for IAS 19 (revised) purposes was carried out by an independent team from the actuary (Aon) for the year end using
the projected unit credit method. In the second half of FY24 the actuarial valuation provider was changed to Aon, having previously been a separate
third party. This change facilitated the use of detailed member-by-member calculations to estimate defined benefit obligations, as applied during
full actuarial valuations. This approach refined roll-forward methodology used previously and is considered a change in accounting estimate under
IAS 8. The change is estimated to have reduced defined benefit obligations by $13.4m, included in 2024 other comprehensive income under actuarial
experience adjustments.
The net pension liability for the scheme amounted to $13.8m as at 30 September 2025 (2024: $17.2m).
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Movement in net defined benefit liability
Defined benefit obligation
Defined benefit asset
Net defined benefit liability
2025
2024
2025
2024
2025
2024
$m
$m
$m
$m
$m
$m
At the beginning of the year
(329.3)
(321.7)
312.1
281.5
(17.2)
(40.2)
Included in profit or loss
Administrative expenses
(0.9)
(1.1)
(0.9)
(1.1)
Net interest cost
(15.7)
(17.7)
15.0
15.6
(0.7)
(2.1)
(15.7)
(17.7)
14.1
14.5
(1.6)
(3.2)
Included in other comprehensive income
Remeasurement gain/(loss):
– Actuarial gain/(loss) arising from:
– Demographic assumptions
1.4
7.3
1.4
7.3
– Financial assumptions
28.0
(11.6)
28.0
(11.6)
– Experience adjustment
(3.8)
21.1
(3.8)
21.1
– Return on plan assets excluding interest income
(26.5)
2.8
(26.5)
2.8
25.6
16.8
(26.5)
2.8
(0.9)
19.6
Other
Contributions by the employer
6.0
9.1
6.0
9.1
Net benefits paid out
22.5
22.0
(22.5)
(22.0)
FX gain/(loss)
(0.3)
(28.7)
0.2
26.2
(0.1)
(2.5)
At the end of the year
(297.2)
(329.3)
283.4
312.1
(13.8)
(17.2)
Plan assets
The fair value of the assets of the pension scheme analysed by asset category is shown below:
2025
2024
$m
$m
Equities and other securities
115.6
96.2
Liability Driven Investment
113.0
138.2
Infrastructure fund
48.9
46.9
Other receivable
26.1
Cash and cash equivalents
5.9
4.7
Total fair value of assets
283.4
312.1
At the prior year end, a portion of infrastructure fund asset had been redeemed but the cash had not yet been received and therefore this was classified
as an other receivable.
Equity securities are valued using quoted prices in active markets where available. The Liability Driven Investment (LDI) comprises an investment in a level
2 pooled investment vehicle, which combines a series of variable interest-earning cash deposits with contracts, that is designed to hedge the majority of
the interest rate and inflation risks associated with the scheme’s obligations. The LDI is valued using a net asset value.
$104.6m (2024: $114.2m) of the remaining investments is classified as level 3 within the fair value hierarchy. Holdings in unquoted securities are valued
at fair value, which is typically the net asset value provided by the fund administrator at the most recent quarter end. Holdings in the infrastructure fund
are valued by an independent valuer using a model-based valuation such as a discounted cash flow approach.
The significant assumptions used in the valuation are the discount rate and the expected cash flows, both of which are subject to estimation uncertainty.
Changes in assumptions relating to these variables could positively or negatively impact the reported fair value of these instruments.
The defined benefit pension scheme has an investment strategy which is targeted at maximising investment returns with a low-risk strategy, which
still represents a prudent approach to meeting the plan’s liabilities and ensuring that members’ benefits are protected. The strategy considers the
need for appropriate asset class diversification to balance the risks and rewards across a range of alternative asset classes. The investments held by
the pension scheme include both quoted and unquoted securities, the latter of which by their nature involve assumptions and estimates to determine
their fair value. Where there is not an active market for the unquoted securities, the fair value of these assets is estimated by the pension trustees
based on advice received from the investment manager while also using any available market evidence of any recent transactions for an identical asset.
The target weightings under the current asset allocation strategy are 45% to matching investments, 45% to cash-flow-driven investments and 10% to
return-seeking investments.
Notes to the Group Financial Statements
continued
Section 6 – Key management and employee benefits continued
6.2 Pensions and other retirement benefits continued
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Actuarial assumptions
The main financial assumptions used by the independent qualified actuaries to calculate the liabilities under IAS 19 (revised) are set out below:
2025
2024
% p.a.
% p.a.
Inflation (RPI)
2.90
3.10
Inflation (CPI)
2.55
2.70
Pension increases post-August 2005
2.05
2.15
Pension increases pre-August 2005
2.75
2.90
Discount rate for scheme liabilities
5.80
5.05
Base mortality
Deferred members: 114% of S3PA tables
Deferred members: 114% of S3PA tables
Pensioners: 104% of S3PA tables based
Pensioners: 104% of S3PA tables based
on members’ year of birth
on members’ year of birth
Future improvements in longevity
CMI 2023 projections with a long-term
CMI 2023 projections with a long-term
trend of 1.00% p.a
trend of 1.25% p.a.
RPI inflation has been set in line with market breakeven expectations less an inflation risk premium of 0.3% (2024: 0.3%). Sensitivity analysis for inflation is
disclosed on the following page.
The long-term trend in future longevity improvements has been reduced from 1.25% to 1.00%, reflecting observed experience in recent years. CMI 2023
has continued to been adopted in the current year, while consideration of actuarial factors is undertaken as part of the ongoing triennial valuation.
Core CMI 2023 mortality assumptions include an adjustment for the impact of COVID-19. This was based on 15% of the higher mortality rates experienced
in England and Wales in calendar years 2022 and 2023.
Mortality rate
Assumptions regarding future mortality experience are set based on advice, published statistics and experience. The average life expectancy in years
of a pensioner retiring at age 65 on the balance sheet date is as follows:
2025
2024
Male
21.0
21.1
Female
23.6
23.6
The average life expectancy in years of a pensioner retiring at age 65, 20 years after the balance sheet date, is as follows:
2025
2024
Male
21.3
21.6
Female
24.0
24.4
Sensitivity analysis
Defined benefit
Defined benefit
obligation
obligation
increase/
increase/
(decrease)
(decrease)
2025
2024
$m
$m
Inflation (0.25% increase)
5.1
5.7
Inflation (0.25% decrease)
(4.4)
(5.6)
Discount rate for scheme liabilities (0.25% increase)
(7.5)
(8.7)
Discount rate for scheme liabilities (0.25% decrease)
7.9
9.3
Future mortality (one-year increase)
11.9
11.7
The above sensitivity analysis shows the impact on the defined benefit obligation only, not the net pension liability, as it does not take into account any
impact on the asset valuation. Each sensitivity analysis disclosed in this note is based on changing one assumption while holding all other assumptions
constant. In practice, this is unlikely to occur.
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6.3 Share-based payments
The Group operates a share-based Performance Share Plan (PSP). Details of the plan are set out in the Remuneration Report ‘Long-Term Incentive Plan’
section on page 102. An expense of $6.0m (2024: $3.3m) was recognised in the period relating to share-based payments. $4.1m (2024: $3.3m) related to
equity-settled transactions and $1.9m (2024: nil) related to cash-settled transactions.
The cash-settled transaction expense includes provision for social security charges based on the applicable employer tax rate applied to the number of
share awards which are expected to vest, valued with reference to the year-end share price. $0.2m related to cash-settled transactions was paid during
the year.
The table below summarises the movements in the number of share options outstanding for the Group, all of which are nil cost options:
Number of
Number of
options
options
2025
2024
‘000
‘000
Outstanding at the beginning of the year
1,254
533
Forfeited and cancelled during the year
(50)
(161)
Lapsed in the year
(84)
(84)
Exercised during the year
(97)
(8)
Granted during the year
299
974
Outstanding at the end of the year
1,322
1,254
The weighted average remaining contractual life of outstanding share options is 17 months (2024: 22 months). Share options that were exercised in the
year vested at share prices between £14.15 and £21.00 (2024: vested at a share price of £13.08).
A Monte Carlo simulation was used to calculate the fair value of awards granted that are subject to a total shareholder return performance condition.
The fair value of other awards was calculated as the market price of the shares at the date of grant reduced by the present value of the dividends
expected to be paid over the vesting period. Volatility and risk-free rate are not applicable to awards granted prior year as they only have non-market
conditions. Other principal assumptions used to value awards each period were on average:
Key assumptions
2025
2024
Weighted average fair value (£)
12.3
8.3
Closing share price at date of grant (£)
13.9
8.5
Expected volatility (%)
43.3%
N/A
Risk-free interest rate (%)
4.2%
N/A
Expected option term, including holding period where applicable (years)
3.8
3.6
Dividend yield (%) – awards eligible to receive dividend equivalents
Section 7 – Other
7.1 Provisions for liabilities and charges
Property
Warranty
Legal
obligations
Restructuring
Offset
Other
Total
$m
$m
$m
$m
$m
$m
$m
Balance at 30 September 2023
1.8
4.2
2.4
8.4
Transferred from accruals
during the period
0.5
0.5
Created/(released)
during the period
2.6
0.8
0.6
1.7
(0.9)
0.4
5.2
Cash payments
(0.5)
(0.3)
(0.5)
(1.3)
Foreign exchange movements
0.1
0.3
0.4
Balance at 30 September 2024
4.0
1.3
5.1
1.4
1.0
0.4
13.2
Created/(released)
during the period
(0.4)
(0.4)
1.2
0.5
0.4
1.3
Cash payments
(0.4)
(0.1)
(0.7)
(1.7)
(0.4)
(3.3)
Foreign exchange movements
Balance at 30 September 2025
3.2
0.8
5.6
0.2
1.0
0.4
11.2
Notes to the Group Financial Statements
continued
Section 7 – Other continued
7.1 Provisions for liabilities and charges continued
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Annual Report and Accounts 2025
2025
2024
Analysis of total provisions
$m
$m
Current
6.3
6.6
Non-current
4.9
6.6
11.2
13.2
Warranty provisions cover expected costs under guarantees provided with certain products.
Legal provisions relate to specific claims against the Group. In the prior year legal provisions were transferred from accruals to provisions for liabilities
and charges, this being considered a more appropriate categorisation.
Property obligations relate to leased premises of the Group which are subject to dilapidation risks and are expected to be utilised within the next
ten years. Property obligations are discounted where the impact is considered material.
Restructuring provisions relate to costs associated with the closure of the Irvine, California, facility and other transformational programmes.
Offset provisions relate to the Group’s estimated obligations under programmes to generate economic value for specific countries.
7.2 Other financial commitments
2025
2024
$m
$m
Capital expenditure committed
0.6
1.5
Capital expenditure committed represents the amount contracted in respect of property, plant and equipment at the end of the financial period for
which no provision has been made in the financial statements.
7.3 Group undertakings
Country in which
Held by Parent Company
Registered office address
Activity
incorporated
Avon Polymer
Hampton Park West, Melksham SN12 6NB, UK
The manufacture and distribution of
UK
Products Limited
respiratory protection systems
Avon Protection
Hampton Park West, Melksham SN12 6NB, UK
Investment holding company
UK
Holdings Limited
Avon Rubber Pension
Hampton Park West, Melksham SN12 6NB, UK
Pension fund trustee
UK
Trust Limited
Held by Group undertakings
Avon Protection
503 8th St, Cadillac, MI 49601, United States
The manufacture and distribution of
US
Systems, Inc.
respiratory and ballistic protection systems
Avon Rubber & Plastics, Inc.
503 8th St, Cadillac, MI 49601, United States
Investment holding company
US
Avon Protection
7 Industrial Way, Units 5A & 6, Salem, NH 03079,
The manufacture and distribution of ballistic
US
Ceradyne LLC
United States
protection systems
Team Wendy LLC
17000 St Clair Ave, Cleveland, OH 44110,
The manufacture and distribution of
US
United States
helmet systems
Avon Protection Limited
Hampton Park West, Melksham SN12 6NB, UK
Dormant company
UK
Avon Protection UK Limited
Hampton Park West, Melksham SN12 6NB, UK
Dormant company
UK
Shareholdings are ordinary shares and all undertakings are wholly owned by the Group and operate primarily in their country of incorporation.
All companies have the same financial year end. Avon Polymer Products Limited and Avon Protection Holdings Limited are exempt from the requirement
to file audited accounts by virtue of section 479A of the Companies Act 2006 (‘the Act’). All remaining UK subsidiaries are exempt from the requirement
to file audited accounts by virtue of section 480 of the Act.
7.4 Related party transactions
Except in respect of the defined benefit pension scheme, internal transactions between Group companies and compensation of key management
personnel, there were no related party transactions during the period or outstanding at the end of the period (2024: $nil). Transactions with the
defined benefit pension scheme are disclosed in note 6.2. Key management compensation is disclosed in note 6.1.
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Financial statements
Note
2025
£m
2024
£m
Assets
Non-current assets
Tangible assets
4
2.7
3.2
Finance leases
5
1.0
1.0
Investments in subsidiaries
13
212.7
212.7
Deferred tax assets
6
4.8
2.4
221.2
219.3
Current assets
Trade and other receivables
7
2.5
5.5
Cash and cash equivalents
0.1
2.6
5.5
Liabilities
Current liabilities
Borrowings
10
0.6
0.9
Trade and other payables
8
53.7
56.1
Provisions for liabilities and charges
9
1.3
55.6
57.0
Net current liabilities
(53.0)
(51.5)
Non-current liabilities
Borrowings
10
3.8
4.4
Provisions for liabilities and charges
9
2.5
3.0
6.3
7.4
Net assets
161.9
160.4
Shareholders’ equity
Ordinary shares
11
31.0
31.0
Share premium account
34.7
34.7
Capital redemption reserve
0.5
0.5
Retained earnings
95.7
94.2
Total equity
161.9
160.4
The Company has elected to take the exemption under section 408 of the Companies Act 2006 not to present the Company profit and loss account.
The profit for the Company for the year was £9.0m (2024: loss of £5.2m).
These financial statements on pages 155 to 160 were approved by the Board of Directors on 11 November 2025 and signed on its behalf by:
Jos Sclater
Rich Cashin
Chief Executive Officer
Chief Financial Officer
The accompanying accounting policies and notes form part of these financial statements.
Parent Company Balance Sheet
At 30 September 2025
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Note
Share capital
£m
Share premium
£m
Capital
redemption
reserves
£m
Retained
earnings
£m
Total equity
£m
At 30 September 2023
31.0
34.7
0.5
103.5
169.7
Loss for the year
1
(5.2)
(5.2)
Dividends paid
2
(5.3)
(5.3)
Own shares acquired
(3.9)
(3.9)
Fair value of share-based payments
12
4.8
4.8
Deferred tax relating to employee share schemes
6
0.3
0.3
At 30 September 2024
31.0
34.7
0.5
94.2
160.4
Profit for the year
1
9.0
9.0
Dividends paid
2
(5.5)
(5.5)
Own shares acquired
(6.9)
(6.9)
Fair value of share-based payments
12
3.2
3.2
Deferred tax relating to employee share schemes
6
1.6
1.6
Deferred tax relating to other temporary differences
6
0.1
0.1
At 30 September 2025
31.0
34.7
0.5
95.7
161.9
Parent Company Statement of Changes in Equity
For the year ended 30 September 2025
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Strategic report
Governance
Financial statements
Accounting policies
The principal accounting policies adopted in the preparation of these
financial statements are set out below. These policies have been
consistently applied to all the years presented, unless otherwise stated.
Basis of preparation
These financial statements were prepared in accordance with Financial
Reporting Standard 101 Reduced Disclosure Framework (FRS 101).
In preparing these financial statements, the Company applies the
recognition, measurement and disclosure requirements of UK-adopted
international accounting standards (‘UK-adopted IFRSs’), but makes
amendments where necessary in order to comply with the Companies
Act 2006 and has set out below where advantage of the FRS 101
disclosure exemptions has been taken:
• presentation of a cash flow statement and related notes (IAS 7);
• comparative period reconciliations for share capital and intangible
and tangible fixed assets (paragraph 38, IAS 1);
• transactions with wholly owned subsidiaries (IAS 24);
• capital management (paragraphs 134–136, IAS 1);
• share-based payments (paragraphs 45(b) and 46–52, IFRS 2);
• financial instruments (IFRS 7);
• compensation of key management personnel (paragraph 17, IAS 24);
• fair value measurement (paragraphs 91–99, IFRS 13);
• leases (paragraphs 90–93, IFRS 16);
• the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies,
Changes in Accounting Estimates and Errors; and
• the requirements of paragraph 18A of IAS 24 Related Party Disclosures.
Where required, equivalent disclosures are given in the Group
financial statements.
Going concern
The Directors note that there are net liabilities in the parent company
of Avon Technologies plc. The majority of the net liability relates to
balances with subsidiary companies. The subsidiary companies have
significant levels of cash which the company can access without
restrictions. Therefore, existence of net liability does not result in
going concern uncertainty.
Pensions
The Group operated a contributory defined benefit plan to provide
pension and death benefits for the employees of Avon Protection plc
and its Group undertakings in the UK employed prior to 31 January 2003.
The scheme is closed to new entrants and was closed to future accrual of
benefits from 1 October 2009. Scheme assets are measured using market
values, while liabilities are measured using the projected unit method.
One of the Company’s subsidiaries, Avon Polymer Products Limited, is
the employer that is legally responsible for the scheme and the pension
obligations are included in full in its accounts. No asset or provision has
been reflected in the Company’s balance sheet for any surplus or deficit
arising in respect of pension obligations.
The Company also provides pensions by contributing to defined
contribution schemes. The charge in the profit and loss account reflects
the contributions paid and payable to these schemes during the period.
Full disclosures of the UK pension schemes have been provided in the
Group financial statements.
Foreign currencies
The Company’s functional currency is sterling as this is the currency of
the primary economic environment in which the Company operates.
Foreign currency transactions are recorded at the exchange rate ruling on
the date of transaction. Foreign exchange gains and losses resulting from
the settlement of such transactions, and from the retranslation at year end
exchange rates of monetary assets and liabilities denominated in foreign
currencies, are recognised in the profit and loss account.
Share-based payments
The Company operates a number of equity-settled, share-based
compensation plans. 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 over the vesting period is determined
by reference to the fair value of the options granted, excluding the
impact of any non-market vesting conditions (for example, profitability
and sales growth targets). Non-market vesting conditions are included
in assumptions about the number of options that are expected to vest.
At each balance sheet date, the entity revises its estimates of the number
of options that are expected to vest. It recognises the impact of the
revision to original estimates, if any, in the profit and loss account. The
proceeds received net of any directly attributable transaction costs are
credited to share capital (nominal value) and share premium when the
options are exercised. Share-based payment expenses are recharged to
subsidiary companies based on employee services provided.
Plant and equipment
Property, plant and equipment is stated at historical cost less accumulated
depreciation and any recognised impairment losses.
Costs include the original purchase price of the asset and the costs
attributable to bringing the asset to its working condition for its intended
use including any qualifying finance expenses.
Depreciation is provided to write down the depreciable amount of
relevant assets by equal annual instalments over their estimated useful
lives. In general, the lives used for leasehold property are the period of
lease agreement.
The residual values and useful lives of the assets are reviewed, and
adjusted if appropriate, at each balance sheet date.
An asset’s carrying amount is written down immediately to its recoverable
amount if its carrying amount is greater than its estimated net realisable
value. Gains and losses on disposal are determined by comparing
proceeds with carrying amounts.
Leases
Right of use assets and lease liabilities are recognised at the
commencement date of the contract for all leases conveying the
right to control the associated asset for a period of time.
The right of use assets are initially measured at cost, which comprises
the initial measurement of the lease liability plus an estimate of
dilapidation provisions where required. Subsequently the right of use
assets are measured at cost less accumulated depreciation and any
accumulated impairment losses and adjusted for any remeasurement
of the lease liability.
Depreciation is calculated on a straight-line basis over the life of the
lease. In general, the lives used for leasehold property are the period
of lease agreement.
Parent Company Accounting Policies
For the year ended 30 September 2025
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The lease liability is initially measured at the present value of the
lease payments due over the life of the lease. The lease payments
are discounted at the rate implicit in the lease or, if that is not readily
determined, using the Company’s incremental borrowing rate.
The lease term is determined with reference to any non-cancellable
period of lease contracts plus any periods covered by an option to
extend/terminate the lease if it is considered reasonably certain that
the option will/will not be exercised. In concluding whether or not
it is reasonably certain an option will be exercised for new leases,
management has considered the strategic outlook for the Group
and other operational factors.
Subsequently the lease liability is measured by increasing the carrying
value to reflect interest on the liability and reducing the carrying value
to reflect lease payments made.
Finance leases
The Company acts as an intermediate lessor for certain legacy commercial
premises where they are no longer required for operations and accounts
for its interests in corresponding head leases and subleases separately.
Lease classification of the sublease between finance and operating
is assessed with reference to the right of use asset arising from the
head lease.
Finance lease assets are initially measured at the present value of the lease
receipts due over the term of the lease. Receipts are discounted at the
rate implicit in the sublease or the corresponding head lease liability if
the implicit rate cannot be readily determined.
Investments in subsidiary undertakings
Investments in subsidiary undertakings are recorded at cost plus incidental
expenses less any provision for impairment. Impairment reviews are
performed by the Directors when there has been an indication of
potential impairment.
Deferred taxation
Because of the differences between accounting and taxable profits and
losses reported in each period, temporary differences arise on the amount
certain assets and liabilities are carried at for accounting purposes and
their respective tax values. Deferred tax is the amount of tax payable or
recoverable on these temporary differences.
Deferred tax liabilities arise where the carrying amount of an asset is higher
than the tax value (more tax deduction has been taken). This can happen
where the Company invests in capital assets, as governments often
encourage investment by allowing tax depreciation to be recognised
faster than accounting depreciation. This reduces the tax value of the
asset relative to its accounting carrying amount. Deferred tax liabilities
are generally provided on all taxable temporary differences. The periods
over which such temporary differences reverse will vary depending on
the life of the related asset or liability.
Deferred tax assets arise where the carrying amount of an asset is lower
than the tax value (less tax benefit which has been taken). Deferred tax
assets are recognised only where the Company considers it probable
that it will be able to use such losses by offsetting them against future
taxable profits.
However, the deferred income tax is 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 tax is calculated using the enacted or substantively enacted
rates that are expected to apply when the asset is realised or the liability
is settled.
Trade and other receivables
Trade and other receivables are classified as measured at amortised cost.
The Company recognises loss allowances for expected credit losses (ECLs)
on financial assets measured at amortised cost. Loss allowances for trade
receivables are always measured at an amount equal to lifetime ECL.
Cash and cash equivalents
Cash and cash equivalents include cash at bank and in hand, highly liquid
interest-bearing securities with maturities of three months or less, and
bank overdrafts. Bank overdrafts are shown within borrowings in current
liabilities on the balance sheet.
Trade payables
Trade payables are obligations to pay for goods or services that have been
acquired in the ordinary course of business from suppliers.
Accounts payable are classified as current liabilities if payment is due
within one year or less (or in the normal operating cycle of the business
if longer). If not, they are presented as non-current liabilities. They are
initially recognised at fair value and subsequently held at amortised cost.
Provisions
Provisions are recognised when the Company has a legal or constructive
obligation as a result of a past event, it is probable that an outflow of
resources will be required to settle the obligation and the amount can
be reliably estimated.
Provisions are measured at the present value of the expenditures
expected to be required to settle the obligation.
Borrowings
Borrowings are recognised initially at fair value, net of transaction costs
incurred, and subsequently stated at amortised cost. Borrowing costs are
expensed using the effective interest method.
Dividends
Final dividends are recognised as a liability in the Company’s financial
statements in the period in which the dividends are approved by
shareholders, while interim dividends are recognised in the period in
which the dividends are paid.
Share capital
Ordinary shares are classified as equity. Incremental costs directly
attributable to the issue of new shares or options are shown in equity
as a deduction, net of tax, from the proceeds.
Where the Company purchases its own share capital (treasury shares)
through employee share ownership trusts, the consideration paid,
including any directly attributable incremental costs (net of income
taxes), is deducted from shareholders’ funds until the shares are cancelled,
reissued or disposed of. Where such shares are subsequently sold or
reissued, any consideration received, net of any directly attributable
incremental transaction costs and the related income tax effects,
is included in shareholders’ funds.
Parent Company Accounting Policies
continued
159
Avon Technologies plc
Annual Report and Accounts 2025
Strategic report
Governance
Financial statements
1 Parent Company
As a Consolidated Statement of Comprehensive Income is published,
a separate profit and loss account for the Parent Company is omitted
from the accounts by virtue of section 408 of the Companies Act 2006.
The Parent Company’s profit for the financial year was £6.3m (2024: loss
of £5.2m).
The audit fee in respect of the Parent Company is set out in note 2.4 to
the Group financial statements.
2 Dividends
Details of the Company’s dividends are set out in note 5.6 to the Group
financial statements.
3 Employees
The only employees of the Company during the current period were
the CEO and the CFO of the Group. Detailed disclosures of the Executive
Directors’ remuneration packages are provided in the Remuneration
Report on pages 91 to 107.
4 Tangible assets
Right of use lease
assets
£m
Cost
At 30 September 2024 and 30 September 2025
11.3
Depreciation
Accumulated depreciation at 30 September 2024
8.1
Charge for the period
0.5
At 30 September 2025
8.6
Net book value
At 30 September 2025
2.7
At 30 September 2024
3.2
Lease assets relate to the Company’s leased properties.
5 Finance leases
Finance leases
£m
At 30 September 2024
1.0
Interest income
Payments received
At 30 September 2025
1.0
The Company subleases legacy commercial premises where they are
no longer required for operations, resulting in lease assets being held on
the balance sheet. All payments have been received on time for the year,
rounding to £nil as these were below £50,000.
Expected credit losses on finance lease assets are less than £0.1m and have
been considered immaterial.
6 Deferred tax assets
Share
options
£m
Other
temporary
differences
£m
Total
£m
At 30 September 2023
0.2
1.0
1.2
Credited to profit for the year
0.6
0.3
0.9
Credited to equity
0.3
0.3
At 30 September 2024
1.1
1.3
2.4
Credited/(charged) to profit
for the year
0.7
0.7
Credited to equity
1.6
0.1
1.7
At 30 September 2025
3.4
1.4
4.8
The Company has unrecognised deferred tax assets of £3.3m (2024: £3.3m)
in respect of capital losses where it is not considered that there will be
sufficient available future profits to utilise these losses. The gross amount
of unrecognised deferred tax assets is £13.2m and has no expiry date.
7 Trade and other receivables
2025
£m
2024
£m
Other receivables
0.2
0.3
Prepayments
0.7
0.8
Amounts owed by Group undertakings
1.6
4.4
2.5
5.5
Amounts owed by Group undertakings are unsecured, are interest free,
have no fixed date of repayment and are repayable on demand.
8 Trade and other payables
2025
£m
2024
£m
Trade payables
0.3
0.2
Accruals
3.6
3.0
Amounts due to Group undertakings
49.8
52.9
53.7
56.1
Amounts due to Group undertakings are unsecured, are interest free,
have no fixed date of repayment and are repayable on demand.
Notes to the Parent Company Financial Statements
For the year ended 30 September 2025
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9 Provisions for liabilities and charges
Property
obligations
£m
Balance at 30 September 2023
2.6
Additions during the period
0.4
Balance at 30 September 2024
3.0
Additions during the period
1.3
Cash payments
(0.5)
Balance at 30 September 2025
3.8
Analysis of total provisions
2025
£m
2024
£m
Current
1.3
Non-current
2.5
3.0
Provisions relate to property obligations arising in relation to leased
premises of the Company which are subject to dilapidation risks and
are expected to be utilised within the next five years. Property provisions
are subject to uncertainty in respect of any final negotiated settlement
of any dilapidation claims with landlords.
10 Borrowings
On 14 May 2024 the Group signed a $137m RCF, together with a $50m
accordion replacing the previous facility. The RCF is held with a syndicate
of four lenders and is available until May 2028, having been extended
during the year. The RCF has a further one-year extension option to
May 2029 subject to lender approval.
The Company was overdrawn in cash by £0.3m at 30 September 2024.
Overall UK cash was credit at 30 September 2024. The Group’s UK
companies have the right to offset net cash positions, and intend to
realise asset and settle liability positions simultaneously. As such, from
a Group perspective no overdraft balance was reported in relation to
2024 UK cash (note 4.4).
Further details regarding borrowings and credit risks are disclosed in
note 5.4 to the Group financial statements.
2025
£m
2024
£m
Current
Lease liabilities
0.6
0.6
Overdraft
0.3
Non-current
Lease liabilities
3.8
4.4
Total borrowings
4.4
5.3
The table below presents the contractual maturity analysis in respect of
lease liabilities:
2025
£m
2024
£m
In one year or less, or on demand
0.6
0.6
Two to five years
3.0
2.8
More than five years
0.8
1.6
Total lease liabilities
4.4
5.0
Lease liabilities relate to land and buildings (lease assets) leased by the
Company for its office space and manufacturing facilities of UK trading
subsidiaries.
11 Share capital
Details of the Company’s share capital and own shares acquired in the year
are set out in note 5.5 to the Group financial statements.
12 Share-based payments
The Company operates an equity-settled share-based Long-Term
Incentive Plan (LTIP), details of which are disclosed in note 6.3 to the
Group financial statements.
The Company recognises share-based payment charges for company-
specific services provided by the CEO and the CFO. Share-based payment
charges for other employees and services provided by the CEO and CFO
to other Group companies are recharged to the relevant subsidiary
where material.
13 Investments in subsidiaries
2025
£m
2024
£m
Net book value
212.7
212.7
The investments consist of a 100% (unless indicated otherwise) interest in the following subsidiaries:
Principal activity
Registered office
Country in which
incorporated
Avon Polymer Products Limited
The manufacture and distribution of
respiratory protection systems
Hampton Park West, Melksham SN12 6NB, UK
UK
Avon Protection Holdings Limited
Investment company
Hampton Park West, Melksham SN12 6NB, UK
UK
Avon Rubber Pension Trust Limited
Pension fund trustee
Hampton Park West, Melksham SN12 6NB, UK
UK
Details of investments held by these subsidiaries are given in note 7.3 to the Group financial statements.
Notes to the Parent Company Financial Statements
continued
161
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Annual Report and Accounts 2025
Strategic report
Governance
Financial statements
Notice of Annual General Meeting
Notice of Annual General Meeting
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION. If you are in any doubt as to what action you should
take, you are recommended to seek your own financial advice
from your bank manager, stockbroker, solicitor, accountant
or other independent financial advisor authorised under the
Financial Services and Markets Act 2000. If you have sold or
otherwise transferred all of your shares in Avon Technologies plc,
please forward this document, together with the accompanying
documents, as soon as possible either to the purchaser or transferee
or to the person who arranged the sale or transfer so they can pass
these documents to the person who now holds the shares.
Notice of Annual General Meeting for the
year ended 30 September 2025
Notice is hereby given that the AGM of shareholders of Avon Technologies
plc (‘the Company’) will be held at Hampton Park West, Semington Road,
Melksham, Wiltshire SN12 6NB on 30 January 2026 at 10:30 am for the
purposes set out below.
You will not receive a form of proxy for the AGM in the post. Instead,
you will receive instructions to enable you to vote electronically
and outlining how to register to do so. You may request a hard-copy
form of proxy directly from the Registrar, MUFG Corporate Markets,
via email at [email protected],
at Central Square, 29 Wellington Street, Leeds LS1 4DL or
on 0371 664 0300 or +44 371 664 0300 if overseas.
Ordinary business
To consider and, if thought fit, pass resolutions 1–13 (inclusive)
as ordinary resolutions:
Resolution 1
To receive the Company’s accounts and the reports of the Directors
and the auditor for the year ended 30 September 2025.
Resolution 2
To approve the Directors’ Remuneration Report (other than the part
containing the Directors’ Remuneration Policy) for the financial year
ended 30 September 2025.
Resolution 3
To declare a final dividend of 17.0 US cents per ordinary share
for the financial year ended 30 September 2025 as recommended
by the Directors.
Resolution 4
To re-elect Jos Sclater as a Director of the Company.
Resolution 5
To re-elect Rich Cashin as a Director of the Company.
Resolution 6
To re-elect Bruce Thompson as a Director of the Company.
Resolution 7
To re-elect Bindi Foyle as a Director of the Company.
Resolution 8
To re-elect Victor Chavez CBE as a Director of the Company.
Resolution 9
To re-elect Maggie Brereton as a Director of the Company.
Resolution 10
To re-appoint KPMG LLP as auditor of the Company, to hold office until the
conclusion of the next general meeting at which accounts are laid before
the Company.
Resolution 11
To authorise the Audit Committee to determine the auditor’s remuneration.
Resolution 12
That, in accordance with sections 366 and 367 of the Companies Act 2006
(‘the Act’), the Company and all its subsidiaries during the period for which
this resolution has effect be and are hereby authorised, in aggregate, to:
a.
make political donations to political parties or to independent election
candidates not exceeding £100,000 in total;
b.
make political donations to political organisations (other than political
parties) not exceeding £100,000 in total; and
c.
incur any political expenditure not exceeding £100,000 in total,
(as such terms are defined in sections 363 to 365 of the Act) provided
that the aggregate amount of such donations and expenditure shall not
exceed £100,000 during the period beginning with the date of the passing
of this resolution until the date of the next AGM (or, if earlier, until the close
of business on 30 March 2027).
Resolution 13
That in accordance with section 551 of the Act, the Directors be generally
and unconditionally authorised to allot Relevant Securities (as defined in
the notes to this resolution):
a.
up to an aggregate nominal amount of £10,086,064 (such amount to be
reduced by any allotments or grants made under paragraph (b) below
in excess of £10,086,064); and
b.
comprising equity securities (as defined by section 560 of the Act)
up to an aggregate nominal amount of £20,172,129 (such amount to be
reduced by any allotments or grants made under paragraph (a) above)
in connection with a pre-emptive offer (including an offer by way of
a rights issue or open offer):
i.
to holders of ordinary shares in proportion (as nearly as practicable)
to their existing holdings; and
ii.
to holders of other equity shares as required by the rights of those
securities or as the Directors otherwise consider necessary,
but, in both cases, subject to such limits, restrictions, exclusions or other
arrangements as the Directors may deem necessary or expedient in
relation to treasury shares, fractional entitlements, record dates, regulatory
or practical problems in, or under the laws of, any territory or any other
matter, such authority to expire on the date 15 months after the date
of this resolution or, if earlier, the date of the next AGM of the Company
(unless renewed, varied or revoked by the Company prior to or on that
date), save that the Company may, before such expiry, make offers or
agreements which would or might require Relevant Securities to be
allotted and the Directors may allot Relevant Securities in pursuance of
such offer or agreement as if that the authority conferred by this resolution
had not expired.
This resolution revokes and replaces all unexercised authorities previously
granted to the Directors to allot Relevant Securities but without prejudice
to any allotment of shares or grant of rights already made, offered or
agreed to be made pursuant to such authorities.
162
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Annual Report and Accounts 2025
Notice of Annual General Meeting
continued
Special business
To consider and if thought fit pass resolutions 14–17 (inclusive)
as special resolutions:
Resolution 14
That, subject to the passing of resolution 13, the Directors be authorised to
allot equity securities (as defined by section 560 of the Act) for cash under
the authority conferred by that resolution and/or to sell ordinary shares
held by the Company as treasury shares for cash, as if section 561 of the
Act did not apply to any such allotment or sale, provided that this power
shall be limited to:
a.
the allotment of equity securities and sale of treasury shares in
connection with an offer of, or invitation to apply for, equity securities
(but in the case of the authority granted under paragraph (b) of
resolution 13, by way of a pre-emptive offer (including an offer by
way of a rights issue or open offer)):
i.
to holders of ordinary shares in proportion (as nearly as practicable)
to their existing holdings; and
ii.
to holders of other equity securities, as required by the rights
attaching thereto, or as the Directors otherwise consider necessary,
and so that the Directors may impose such limits, restrictions or exclusions
and make any arrangements which they deem necessary or expedient in
relation to treasury shares, fractional entitlements, record dates or legal,
regulatory or practical problems in, or under the laws of, any territory or
any other matter; and
b.
in the case of the authority granted under paragraph (a) of resolution
13, the allotment of equity securities and/or sale of treasury shares
(otherwise than under paragraph (a) above) up to a nominal amount
of £3,025,819; and
c.
the allotment of equity securities or sale of treasury shares (otherwise
than under paragraphs (a) or (b) above) up to a nominal amount equal
to 20% of any allotment of equity securities or sale of treasury shares
from time to time under paragraph (b) above, such authority to be
used only for the purposes of making a follow-on offer which the
Directors determine to be of a kind contemplated by paragraph 3 of
Section 2B of the Statement of Principles on Disapplying Pre-Emption
Rights most recently published by the Pre-Emption Group prior to
the date of this Notice,
such authority to expire on the date 15 months after the date of this
resolution or, if earlier, the date of the next AGM of the Company
(unless renewed, varied or revoked by the Company prior to or on that
date) save that the Company may, before such expiry, make an offer or
agreement which would or might require equity securities to be allotted
(or treasury shares to be sold) after such expiry and the Directors may
allot equity securities (or sell treasury shares) in pursuance of any such
offer or agreement as if that the power conferred by this resolution had
not expired.
Resolution 15
That, subject to the passing of resolution 13, the Directors be authorised,
in addition to any authority granted under resolution 14, to allot equity
securities (as defined by section 560 of the Act) for cash under the
authority conferred by that resolution and/or to sell ordinary shares held
by the Company as treasury shares for cash, as if section 561 of the Act
did not apply to any such allotment or sale, such authority to be:
a.
limited to the allotment of equity securities or sale of treasury
shares up to a nominal amount of £3,025,819, to be used only for the
purposes of financing (or refinancing, if the authority is to be used
within 12 months after the original transaction) a transaction which the
Directors determine to be an acquisition or other capital investment of
a kind contemplated by the Statement of Principles on Disapplying
Pre-Emption Rights most recently published by the Pre-Emption
Group prior to the date of this Notice; and
b.
limited to the allotment of equity securities or sale of treasury shares
(otherwise than under paragraph (a)) up to a nominal amount equal
to 20% of any allotment of equity securities or sale of treasury shares
from time to time under paragraph (a), such authority to be used only
for the purposes of making a follow-on offer which the Directors of the
Company determine to be of a kind contemplated by paragraph 3 of
Section 2B of the Statement of Principles on Disapplying Pre-Emption
Rights most recently published by the Pre-Emption Group prior to the
date of this Notice,
such authority to expire on the date 15 months after the date of this
resolution or, if earlier, the date of the next AGM of the Company (unless
renewed, varied or revoked by the Company prior to or on that date) save
that the Company may, before such expiry, make an offer or agreement
which would or might require equity securities to be allotted (or treasury
shares to be sold) after such expiry and the Directors may allot equity
securities (or sell treasury shares) in pursuance of any such offer or
agreement as if the power conferred by this resolution had not expired.
Resolution 16
That the Company be and is hereby unconditionally and generally
authorised for the purpose of section 701 of the Act to make market
purchases (within the meaning of section 693(4) of the Act) of ordinary
shares of £1 each in the capital of the Company provided that:
a.
the maximum number of shares which may be purchased is 3,025,819;
b.
the minimum price (excluding expenses) which may be paid for each
share is £1; and
c.
the maximum price (excluding expenses) which may be paid for each
ordinary share is an amount equal to the higher of:
i.
105% of the average of the middle market quotations of the
Company’s ordinary shares as derived from the Daily Official List of
the London Stock Exchange for the five business days immediately
preceding the day on which such share is contracted to be
purchased; and
ii.
the value of an ordinary share calculated on the basis of the higher
of the price quoted for the last independent trade of and the highest
current independent bid for any number of the Company’s ordinary
shares on the trading venue where the purchase is to be carried out,
including when the shares are traded on different trading venues,
such authority to expire on the date 15 months after the date of this
resolution or, if earlier, the date of the next AGM of the Company
(except in relation to the purchase of shares the contract for which
was concluded before the expiry of such authority and which might
be executed wholly or partly after such expiry) unless such authority is
renewed prior to such time.
Resolution 17
That a general meeting of the Company (other than an AGM) may be
called on not less than 14 clear days’ notice.
By order of the Board
Zoe Holland
General Counsel and Company Secretary
163
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Annual Report and Accounts 2025
Strategic report
Governance
Financial statements
Explanatory notes relating to the resolutions
The Board believes that the adoption of resolutions 1 to 17 will promote
the success of the Company and is in the best interests of the Company
and its shareholders as a whole. The Board unanimously recommends that
all shareholders should vote in favour of all the resolutions to be proposed
at the AGM. Each of the Directors of the Company intends to vote in favour
of all resolutions in respect of their own beneficial holdings.
All resolutions to be voted on at the AGM will be decided by poll. This is
a more transparent method of voting as shareholder votes are counted
according to the number of shares held and this will ensure an exact and
definitive result.
Resolution 1 – Reports and accounts
The Directors are required by law to present to the AGM the accounts, and
the reports of the Directors and auditor, for the year ended 30 September
2025. These are contained in the Company’s 2025 Annual Report.
Resolution 2 – Directors’ Remuneration Report
This resolution seeks shareholders’ approval of the Directors’
Remuneration Report for the year ended 30 September 2025 contained
on pages 91 to 107 of the 2025 Annual Report. As in previous years,
the vote is advisory only and the Directors’ entitlement to remuneration
is not conditional on it being passed.
Resolution 3 – Declaration of final dividend
A final dividend can only be paid after the shareholders have approved it
at a general meeting. The Directors recommend that a final dividend in
respect of the financial year ended 30 September 2025 of 17.0c be paid.
Subject to approval, the final dividend will be paid on 6 March 2026 to
eligible shareholders on the Company’s Register of Members at close of
business on 6 February 2026. The dividend will be converted into pound
sterling for payment at the prevailing exchange rate prior to payment.
The exchange rate will be notified to shareholders through a Regulatory
News Service in advance of the dividend payment date.
Resolutions 4 to 9 – Re-appointment of Directors
Each member of the Board has offered himself/herself for election or
re-election in accordance with best practice corporate governance
standards. The Board unanimously recommends that they each be elected
or re-elected as Directors of the Company. The Chair confirms that each
of the Non-Executive Directors who are seeking re-election at the AGM
continues to be an effective member of the Board and to demonstrate
their commitment to their role. Bindi Foyle, in her capacity as Senior
Independent Director, has confirmed that Bruce Thompson is an
effective Chair and demonstrates commitment to his role as Chair.
Biographical details for each Director are set out on pages 77 and 78
of the 2025 Annual Report.
Resolutions 10 and 11 – Re-appointment of auditor and
authorisation for the Directors to set the auditor’s remuneration
The Company is required to appoint an auditor at each general meeting
at which its accounts are presented. The Board is recommending to
shareholders the re-appointment of KPMG LLP as the Company’s auditor
for the financial year commencing on 1 October 2025.
Resolution 12 – Authority to make political donations
The Act requires companies to obtain shareholders’ authority before they
can make donations to political organisations or incur political expenses.
It is not proposed or intended to alter the Company’s policy of not making
political donations, within the normal meaning of that expression.
However, this resolution is proposed to ensure that the Company and
its subsidiaries do not, because of any uncertainty as to the bodies or
activities covered by the Act, unintentionally commit any technical breach
of the Act by making political donations. Resolution 12, if passed, will give
the Board authority to make political donations until the date of the next
AGM (when the Board intends to renew this authority) (or, if earlier, until
the close of business on 30 March 2027), up to an aggregate of £100,000
for the Company and its subsidiary companies.
Resolution 13 – Directors’ authority to allot
This resolution deals with the Directors’ authority to allot Relevant
Securities in accordance with section 551 of the Act. The authority
granted at the last AGM is due to expire at the conclusion of this
year’s AGM and accordingly it is proposed to renew this authority.
This resolution will, if passed, authorise the Directors to allot
Relevant Securities:
a.
up to a maximum nominal amount of £10,086,064 (such amount to be
reduced by any allotments or grants made under paragraph (b) below),
which is equal to approximately one-third of the issued share capital
(excluding treasury shares) of the Company as at 11 November 2025,
the latest practicable date prior to the publication of this Notice; and
b.
comprising equity securities (as defined by section 560 of the Act)
up to a maximum nominal amount of £20,172,129 (such amount to
be reduced by any allotments or grants made under paragraph (a)
above) in connection with a pre-emptive offer (including an offer by
way of a rights issue or open offer), which is equal to approximately
two-thirds of the issued share capital (excluding treasury shares) of the
Company as at 11 November 2025, the latest practicable date prior to
the publication of this Notice.
The proposals in Resolution 13 are in line with the Investment
Association (‘IA’) guidance, which confirms that an authority to allot up to
two-thirds of the existing issued share capital continues to be regarded
as routine business. The Directors consider it prudent to be aligned with
the IA guidance to ensure that the Company has maximum flexibility in
managing the Company’s capital resources.
The Directors have no present intention of exercising this authority.
The authority granted by this resolution will expire on the date 15 months
after the date of this resolution or, if earlier, the date of the next AGM of
the Company.
In this resolution, ‘Relevant Securities’ means:
a.
shares in the Company other than shares allotted pursuant to:
an employee share scheme (as defined by section 1166 of the Act);
a right to subscribe for shares in the Company where the grant of
the right itself constituted a Relevant Security; or
a right to convert securities into shares in the Company where the
grant of the right itself constituted a Relevant Security; and
b.
any right to subscribe for or to convert any security into shares in the
Company other than rights to subscribe for or convert any security
into shares allotted pursuant to an employee share scheme (as defined
by section 1166 of the Act). References to the allotment of Relevant
Securities in this resolution include the grant of such rights.
As at 11 November 2025 (being the latest practicable business day prior to
the publication of this Notice), the Company held 765,098 ordinary shares
as treasury shares, representing 2.5% of the Company’s issued share capital
(excluding treasury shares) at that date.
164
Avon Technologies plc
Annual Report and Accounts 2025
Resolutions 14 and 15 – Disapplication of pre-emption rights
Resolutions 14 and 15 (proposed as special resolutions) will, if passed,
give the Directors power, pursuant to the authority to allot granted by
Resolution 13, to allot equity securities (as defined by section 560 of the
Act) or sell treasury shares for cash without first offering them to existing
shareholders in proportion to their existing holdings and renews the
authority given at the AGM in 2025.
The authority set out in Resolution 14 would be limited to:
a.
pre-emptive offers, including rights issues or open offers and offers
to holders of other equity securities if required by the rights of those
securities, or as the Directors otherwise consider necessary;
b.
otherwise, allotments or sales up to an aggregate nominal amount
of £3,025,819, which represents approximately 10% of the Company’s
issued share capital (excluding treasury shares) as at 11 November 2025,
the latest practicable date prior to the publication of this Notice; and
c.
allotments or sales up to an additional aggregate nominal amount
equal to 20% of any allotments or sales made under paragraph (b),
such power to be used only for the purposes of making a follow-on
offer of a kind contemplated by Section 2B of the Pre-emption Group
2022 Statement of Principles (‘the Statement of Principles’).
Resolution 15 is intended to give the Company flexibility to make
non-pre-emptive issues of ordinary shares in connection with acquisitions
and specified capital investments as contemplated by the Statement
of Principles. The authority under Resolution 15 is in addition to that
proposed by Resolution 14 and would be limited to:
a.
allotments or sales of up to an aggregate nominal amount of
£3,025,819, which represents approximately 10% of the Company’s
issued share capital (excluding treasury shares) as at 11 November 2025,
the latest practicable date prior to the publication of this Notice; and
b.
allotments or sales up to an additional aggregate nominal amount
equal to 20% of any allotments or sales made under paragraph (a), such
power to be used only for the purposes of making a follow-on offer of
a kind contemplated by Section 2B of the Statement of Principles.
The authority being sought in Resolution 15 will only be used in
connection with such an acquisition or specified capital investment
which is announced contemporaneously with the announcement of
the issue, or which has taken place in the preceding 12-month period
and is disclosed in the announcement of the issue.
The authorities sought in Resolutions 14 and 15 are in line with the
Statement of Principles, which were revised in November 2022.
The Directors have no present intention to exercise the authorities
conferred by Resolutions 14 and 15, but will have due regard to the
Statement of Principles in relation to any such exercise. If the powers
sought by Resolutions 14 or 15 are used in relation to a non-pre-emptive
offer, the Directors confirm their intention to follow the shareholder
protections in paragraph 1 of Part 2B of the Statement of Principles and,
where relevant, follow the expected features of a follow-on offer as set
out in paragraph 3 of Part 2B of the Statement of Principles.
The authority granted by Resolutions 14 and 15 will expire on the date
15 months after the date of this resolution or, if earlier, the date of the next
AGM of the Company (when the Board intends to renew this authority).
Resolution 16 – Authority to purchase own shares
This resolution seeks a renewal of the authority for the Company to make
market purchases of its own shares and is proposed as a special resolution.
If passed, the resolution gives authority for the Company to purchase
up to 3,025,819 ordinary shares of £1 each, representing approximately
10% of the Company’s issued share capital (excluding treasury shares)
as at 11 November 2025, the latest practicable date prior to the publication
of this Notice.
The resolution specifies the minimum and maximum prices which
may be paid for any ordinary shares purchased under this authority.
The Company did not purchase any shares in the period from the last
AGM to 11 November 2025 (the latest practicable date prior to the
publication of this Notice) under the existing authority.
The Directors have no present intention of exercising the authority to
make market purchases; however, the authority provides the flexibility
to allow them to do so in the future.
The Directors will exercise this authority only when, in light of market
conditions prevailing at the time, they believe that the effect of such
purchases will be to increase the earnings per ordinary share having
regard to the intent of the guidelines of institutional investors and that
such purchases are in the best interests of shareholders generally. Other
investment opportunities, appropriate gearing levels and the overall
position of the Company will be taken into account before deciding upon
this course of action. In the event of any purchase under this authority,
the Directors would either hold the purchased ordinary shares in treasury
or cancel them. As at 11 November 2025 (being the latest practicable
business day prior to the publication of this Notice), the Company held
765,098 ordinary shares in treasury.
As of at 30 September 2025, there were options to subscribe outstanding
over 1,322,330 shares, representing 4.37% of the Company’s issued share
capital (excluding treasury shares). If the authority given by Resolution
16 were to be fully exercised, these options would represent 4.86% of
the Company’s issued share capital (excluding treasury shares) after
cancellation of the re-purchased shares. As of at 11 November 2025, the
latest practicable date prior to the publication of this Notice, there were
no warrants outstanding over shares.
The authority will expire on the date 15 months after the date of this
resolution or, if earlier, the date of the next AGM of the Company
(when the Board intends to renew this authority).
Resolution 17 – Notice of Meeting
Resolution 17 is a resolution to allow the Company to hold general
meetings (other than AGMs) on 14 days’ notice.
Before the introduction of the Companies (Shareholders’ Rights)
Regulations in August 2009, the Company was able to call general
meetings (other than AGMs) on 14 clear days’ notice. One of the
amendments that the Companies (Shareholders’ Rights) Regulations 2009
made to the Act was to increase the minimum notice period for listed
company general meetings to 21 days, but with an ability for companies
to reduce this period back to 14 days (other than for AGMs) provided that:
i.
the Company offers facilities for shareholders to vote by electronic
means; and
ii.
there is an annual resolution of shareholders approving the reduction
in the minimum notice period from 21 days to 14 days.
Resolution 17 is therefore proposed as a special resolution to approve
14 days as the minimum period of notice for all general meetings of
the Company other than AGMs. The approval will be effective until the
Company’s next AGM, when it is intended that the approval be renewed.
The Company will use this notice period only when permitted to do so in
accordance with the Act and when the Directors consider it appropriate
to do so.
Notice of Annual General Meeting
continued
165
Avon Technologies plc
Annual Report and Accounts 2025
Strategic report
Governance
Financial statements
Notice of Meeting notes
The following notes explain your general rights as a shareholder and your
right to attend and vote at this AGM or to appoint someone else to vote
on your behalf.
1.
To be entitled to vote on the business of the AGM (and for the purpose
of the determination by the Company of the number of votes they may
cast), shareholders must be registered in the Register of Members of
the Company by close of business on 28 January 2026. Changes to the
Register of Members after the relevant deadline shall be disregarded in
determining the rights of any person to vote on the business of
the AGM.
2.
Shareholders are entitled to appoint another person as a proxy to
exercise all or part of their rights to attend and to speak and vote on
their behalf at the AGM. A shareholder may appoint more than one
proxy in relation to the AGM provided that each proxy is appointed to
exercise the rights attached to a different ordinary share or ordinary
shares held by that shareholder. A proxy need not be a shareholder
of the Company.
3.
In the case of joint holders, where more than one of the joint holders
purports to appoint a proxy, only the appointment submitted by the
most senior holder will be accepted. Seniority is determined by the
order in which the names of the joint holders appear in the Company’s
Register of Members in respect of the joint holding (the first named
being the most senior).
4.
A vote withheld is not a vote in law, which means that the vote will
not be counted in the calculation of votes for or against the resolution.
If no voting indication is given, your proxy will vote or abstain from
voting at his or her discretion. Your proxy will vote (or abstain from
voting) as he or she thinks fit in relation to any other matter which is
put before the AGM.
5.
You can vote either:
by using the Investor Centre app or by accessing the web browser
at https://uk.investorcentre.mpms.mufg.com/ (see below);
you may request a hard-copy form of proxy directly
from the Registrar, MUFG Corporate Markets, via email at
[email protected] or on Tel: 0371 664 0300
(+44 371 664 0300 if overseas). Calls are charged at the standard
geographical rate and will vary by provider. Calls outside the
United Kingdom will be charged at the applicable international rate.
Lines are open between 9:00 am and 5:30 pm, Monday to Friday,
excluding public holidays in England and Wales;
in the case of CREST members, by utilising the CREST electronic
proxy appointment service in accordance with the procedures
set out below; or
if you are an institutional investor you may also be able to appoint
a proxy electronically via the Proxymity platform (see below).
6.
In order for a proxy appointment to be valid, a form of proxy must
be completed. In each case the form of proxy must be received by
MUFG Corporate Markets at PXS 1, Central Square, 29 Wellington Street,
Leeds LS1 4DL, by 10:30 am (GMT) on 28 January 2026.
7.
The return of a completed proxy form, other such instrument or any
CREST Proxy Instruction (as described in paragraphs 8 and 10 below)
will not prevent a shareholder attending the AGM and voting in person
if they wish to do so.
8.
If you return more than one proxy appointment, either by paper or
electronic communication, the appointment received last by the
Registrar before the latest time for the receipt of proxies will take
precedence. You are advised to read the terms and conditions of
use carefully. Electronic communication facilities are open to all
shareholders and those who use them will not be disadvantaged.
9.
Investor Centre is a free app for smartphone and tablet provided
by MUFG Corporate Markets (the Company’s Registrar). It allows
you to securely manage and monitor your shareholdings in
real time, take part in online voting, keep your details up to date,
access a range of information including payment history and much
more. The app is available to download on both the Apple App Store
and Google Play. Alternatively, you may access the Investor Centre
via a web browser at: https://uk.investorcentre.mpms.mufg.com/.
10.
CREST members who wish to appoint a proxy or proxies through
the CREST electronic proxy appointment service may do so for the
AGM (and any adjournment of the AGM) by using the procedures
described in the CREST Manual (available from www.euroclear.com).
CREST personal members or other CREST sponsored members, and
those CREST members who have appointed a service provider(s),
should refer to their CREST sponsor or voting service provider(s), who
will be able to take the appropriate action on their behalf. In order for
a proxy appointment or instruction made by means of CREST to be
valid, the appropriate CREST message (‘a CREST Proxy Instruction’)
must be properly authenticated in accordance with Euroclear UK &
International Limited’s specifications and must contain the information
required for such instructions, as described in the CREST Manual. The
message must be transmitted so as to be received by the issuer’s agent
(ID RA10) by 10:30 am (UK time) on 28 January 2026. For this purpose,
the time of receipt will be taken to mean the time (as determined
by the timestamp applied to the message by the CREST application
host) from which the issuer’s agent is able to retrieve the message by
enquiry to CREST in the manner prescribed by CREST. After this time,
any change of instructions to proxies appointed through CREST
should be communicated to the appointee through other means.
11.
CREST members and, where applicable, their CREST sponsors or
voting service providers should note that Euroclear UK & International
Limited does not make available special procedures in CREST for
any particular message. Normal system timings and limitations will,
therefore, apply in relation to the input of CREST Proxy Instructions.
It is the responsibility of the CREST member concerned to take (or,
if the CREST member is a CREST personal member, or sponsored
member, or has appointed a voting service provider(s), to procure
that their CREST sponsor or voting service provider(s) take(s)) such
action as shall be necessary to ensure that a message is transmitted by
means of the CREST system by any particular time. In this connection,
CREST members and, where applicable, their CREST sponsors or
voting system providers are referred, in particular, to those sections
of the CREST Manual concerning practical limitations of the CREST
system and timings. The Company may treat as invalid a CREST Proxy
Instruction in the circumstances set out in Regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001.
166
Avon Technologies plc
Annual Report and Accounts 2025
12.
If you are an institutional investor you may be able to appoint a proxy
electronically via the Proxymity platform, a process which has been
agreed by the Company and approved by the Registrar. For further
information regarding Proxymity, please go to www.proxymity.io. Your
proxy must be lodged by 10:30 am on 28 January 2026 in order to be
considered valid or, if the meeting is adjourned, 48 hours before the
time of the adjourned meeting. Before you can appoint a proxy via this
process you will need to have agreed to Proxymity’s associated terms
and conditions. It is important that you read these carefully as you will
be bound by them and they will govern the electronic appointment
of your proxy. An electronic proxy appointment via the Proxymity
platform may be revoked completely by sending an authenticated
message via the platform instructing the removal of your proxy vote.
13.
Unless otherwise indicated on the Form of Proxy, CREST, Proxymity
or any other electronic voting instruction, the proxy will vote as they
think fit or, at their discretion, withhold from voting.
14.
Any corporation which is a shareholder can appoint one or more
corporate representatives who may exercise on its behalf all of its
powers as a shareholder provided that no more than one corporate
representative exercises powers in relation to the same shares.
15.
A person who is not a shareholder of the Company, but has been
nominated by a shareholder to enjoy information rights in accordance
with section 146 of the Act (a nominated person), does not have
a right to appoint a proxy; however, nominated persons may have
a right under an agreement with the shareholder to be appointed
(or to have someone else appointed) as a proxy for the meeting.
Alternatively, if nominated persons do not have such a right, or do not
wish to exercise it, they may have a right under an agreement with the
relevant shareholder to give instructions as to the exercise of voting
rights. Nominated persons are reminded that they should contact the
registered holder of their shares (and not the Company) on matters
relating to their investment in the Company.
16.
As at 11 November 2025 (being the latest practicable business day
prior to the publication of this Notice), the Company’s issued share
capital (excluding treasury shares) consists of 30,258,194 ordinary shares
of £1 each, carrying one vote each. 765,098 ordinary shares of £1 each
are held in treasury. These shares are not taken into consideration in
relation to the payment of dividends or voting. Therefore, the total
voting rights in the Company as at 11 November 2025 are 30,258,194.
17.
The Company must cause to be answered at the AGM any question
relating to the business being dealt with at the AGM which is put by
a shareholder attending the AGM, unless one of the following applies:
to do so would interfere unduly with the preparation for the AGM
or involve the disclosure of confidential information;
the answer has already been given on a website in the form of an
answer to a question; or
it is undesirable in the interests of the Company or the good order
of the AGM that the question be answered.
18.
A copy of this Notice, and other information required by section 311A
of the Act, can be found at www.avon-technologiesplc.com.
19.
Under section 527 of the Act, shareholders meeting the threshold
requirements set out in that section have the right to require the
Company to publish on a website a statement setting out any
matter relating to: (i) the audit of the Company’s financial statements
(including the Auditor’s Report and the conduct of the audit) that are
to be laid before the AGM; or (ii) any circumstances connected with
an auditor of the Company ceasing to hold office since the previous
meeting at which annual financial statements and reports were laid
in accordance with section 437 of the Act (in each case) that the
shareholders propose to raise at the relevant meeting. The Company
may not require the shareholders requesting any such website
publication to pay its expenses in complying with sections 527 or
528 of the Act. Where the Company is required to place a statement on
a website under section 527 of the Act, it must forward the statement
to the Company’s auditor not later than the time when it makes the
statement available on the website. The business which may be dealt
with at the AGM for the relevant financial year includes any statement
that the Company has been required under section 527 of the Act to
publish on a website.
20.
Under sections 338 and 338A of the Act, members meeting the
threshold requirements in those sections have the right to require
the Company to: (i) give, to members of the Company entitled to
receive notice of the AGM, notice of a resolution which may properly
be moved, and which those members intend to move, at the AGM,
and/or (ii) to include in the business to be dealt with at the AGM any
matter (other than a proposed resolution) which may properly be
included in the business at the AGM, provided in each case that the
requirements of those sections are met and provided that the request
is received by the Company not later than six clear weeks before the
AGM or, if later, the time at which notice is given of the AGM.
21.
The following documents are available for inspection at our registered
office from the date of this Notice until the conclusion of the AGM and
at the place of the meeting from at least 15 minutes prior to and during
the meeting until its conclusion:
copies of the Directors’ letters of appointment or service contracts;
a copy of the draft rules of the LTIP; and
a copy of the current Articles of Association of the Company.
Scanned copies are also available on request from the Company Secretary.
22.
You may not use any electronic address (within the meaning of
section 333(4) of the Act) provided in either this Notice or any related
documents (including the form of proxy) to communicate with the
Company for any purposes other than those expressly stated.
23.
The Company may process personal data of attendees at the
AGM. This may include photos, recordings and audio and video links,
as well as other forms of personal data. The Company shall process
such personal data in accordance with its privacy policy, which can
be found at www.avon-technologiesplc.com.
Notice of Annual General Meeting
continued
167
Avon Technologies plc
Annual Report and Accounts 2025
Strategic report
Governance
Financial statements
Glossary of Abbreviations
Term
Explanation
3P
Production preparation process – a lean manufacturing methodology aimed at improving production efficiency
5S
Sort, set in order, shine, standardise and sustain – a workplace organisation methodology
50 series
Range of masks based on the proven technology of the M50 mask system
ACH Gen II
Second-generation Advanced Combat Helmet
ADF
Australian Defence Force
CBRN
Chemical, biological, radiological and nuclear
CI
Continuous improvement
CVPU
Common Voice Projection Unit
DEA
Drug Enforcement Administration
DoW
US Department of War (formerly Department of Defense)
ENBD
Enhanced Bio-Defense Respirator
ESG
Environmental, social and corporate governance
ESPP
Employee Stock Purchase Plan
FIERCE
A mnemonic of our company values (fearlessness, integrity, excellence, resilience, collaboration, execution)
FX
Foreign exchange
FY
Financial year
GHG
Greenhouse gas
GSR
General Service Respirator
HMI
Hood Mask Interface
H1/H2
First half of the financial year (October–March)/second half of financial year (April–September)
ICE
US Immigration and Customs Enforcement
JKK
Quality management concept where each process takes responsibility for ensuring quality
Kaizen
Japanese philosophy of continuous improvement through small incremental changes
Kanban
Scheduling system for lean manufacturing
LTIP
Long-Term Incentive Plan
LTM
Last 12 months
MITR
Modular Integrated Tactical Respirator
MoD
UK Ministry of Defence
NATO
North Atlantic Treaty Organization
NAVAIR
Naval Air Systems Command
NG IHPS
Next Generation Integrated Head Protection System
NSPA
The NATO Support and Procurement Agency, the executive body of the NATO Support and Procurement Organisation
OKR
Objectives and Key Results
PAPR
Powered Air Purifying Respirator
PPE
Personal Protective Equipment
Program of Record
Formally approved major US DoW acquisition programme officially recorded in the budget with plans for development,
procurement and sustainment
PSP
Performance Share Plan
SBU
Strategic Business Unit
SCBA
Self-Contained Breathing Apparatus
SIP
Share Incentive Plan
SQDIP
Safety, Quality, Delivery, Inventory and Productivity
Strengthen System
Avon Technologies, approach to continuous improvement
TCFD
Task Force on Climate-Related Financial Disclosures
tonnes CO
2
e
The amount of greenhouse gases emitted during a given period, measured in metric tons of carbon dioxide equivalent
TSR
Total shareholder return
UN SDGs
United Nations Sustainable Development Goals
US SOCOM
United States Special Operations Command
168
Avon Technologies plc
Annual Report and Accounts 2025
Shareholder Information
As at 11 November 2025 the Company had 30,258,194 shares in issue.
Financial calendar 2025/26
Annual General
Meeting
30 January 2026
Hampton Park West, Semington Road,
Melksham, Wiltshire, SN12 6NB, England
Half-year results
20 May 2026
London
Full-year results
November 2026
London
Financial history
Financial highlights ($m)
2021
2022
2023
2024
2025
Total Group revenue
248.3
263.5
243.8
275.0
313.9
Avon Protection
N/A
N/A
156.9
145.6
168.8
Team Wendy
N/A
N/A
86.9
129.4
145.1
Total adjusted
operating profit
22.0
23.4
21.1
31.6
40.3
Adjusted operating
margin
8.9%
8.9%
8.7%
11.5%
12.8%
Profit/(loss) before
tax from continuing
operations
(35.6)
6.0
(20.2)
2.3
13.1
Profit/(loss) after tax
(25.6)
(7.6)
(14.4)
3.0
10.3
Adjusted operating
cash flow
31.3
58.7
2.5
68.5
46.5
Net debt at year end
(55.9)
(68.0)
(85.4)
(65.4)
(68.0)
Adjusted earnings
per share
60.6c
54.7c
40.3c
69.9c
91.2c
Dividend per share
44.9c
44.9c
29.6c
23.3c
24.6c
Average employee
numbers
1,129
995
928
917
911
Corporate information
Registered office
Hampton Park West, Semington Road, Melksham,
Wiltshire SN12 6NB, England
Registered
In England and Wales No. 32965
VAT No. GB 137 575 643
Board of Directors
Bruce Thompson (Chair)
Jos Sclater (Chief Executive Officer)
Rich Cashin (Chief Financial Officer)
Maggie Brereton (Non-Executive Director)
Bindi Foyle (Non-Executive Director)
Victor Chavez CBE (Non-Executive Director)
Company Secretary
Zoe Holland
Auditor
KPMG LLP
Chartered Accountants and Statutory Auditor
Registrar and transfer office
MUFG Corporate Markets, Central Square, 29 Wellington Street,
Leeds, LS1 4DL
Tel: 0371 664 0300 (UK)
Calls are charged at the standard geographic rate and will vary by provider.
Calls outside the UK will be charged at the applicable international rate.
Lines are open between 9:00 am and 5:30 pm, Monday to Friday excluding
public holidays in England and Wales.
Financial advisor
Gleacher Shacklock
Brokers
Peel Hunt LLP
Barclays Bank PLC
Financial PR
Sodali & Co
Lawyer
Slaughter and May
Principal bankers
Barclays Bank PLC
HSBC UK Bank plc
Comerica Bank
Wintrust Bank, N.A.
Website
www.avon-technologiesplc.com
Investor relations
Gabriella Colley, Corporate Affairs Director
Business addresses
Avon Technologies plc
Hampton Park West, Melksham, Wiltshire SN12 6NB, UK
www.avon-technologiesplc.com
Avon Protection
Hampton Park West, Melksham, Wiltshire SN12 6NB, UK
www.avon-protection.com
503 Eighth Street, Cadillac, Michigan 49601, USA
www.avon-protection.com
Unit 1 Acorn Business Park, Ling Road, Poole, Dorset BH12 4NZ, UK
www.avon-protection.com
Team Wendy
17000 St. Clair Avenue, Bldg. 1, Cleveland, Ohio 44110, USA
www.teamwendy.com
Team Wendy Ceradyne 6B 7 Industrial Way, Salem, New Hampshire 03079
www.teamwendy.com
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