Dewhurst plc Annual report and accounts 2010

Dewhurst plc Annual report and accounts 2010

Contents 1 Financial highlights 2 Chairman s statement 4 Review of operations 10 Financial review 11 Group five year review 12 Board of directors 13 Report of the directors 16 Consolidated financial statements 16 Consolidated income statement 16 Consolidated statement of recognised income and expense 17 Consolidated balance sheet 18 Consolidated cash flow statement 19 Notes to the accounts 37 Company financial statements 37 Company statement of recognised income and expense 38 Company balance sheet 39 Company cash flow statement 40 Report of the independent auditor 41 Notice of meeting 42 Group companies IBC Advisers and company information

Financial highlights Impressive results in a challenging world market Revenue +3.2% 2006 29.8m 2007 31.4m 2008 36.3m 2009 35.8m 2010 37.0m Profit before tax +9.0% 2006 3.4m 2007 3.9m 2008 4.7m 2009 4.4m 2010 4.8m Earnings per share +6.6% 2006 23.48p 2007 26.87p 2008 38.92p 2009 38.43p 2010 40.97p Dividend per share +5.0% 2006 5.13p 2007 5.40p 2008 5.76p 2009 6.06p 2010 6.36p 1

Chairman s statement We continue to invest for the future growth of the Group Richard Dewhurst Chairman Results It gives me great pleasure to report a set of record results, particularly in the current economic climate. Sales were up 3.2% to 37.0 million (2009: 35.8 million) and profits before tax were up 9.0% to 4.8 million (2009: 4.4 million). The explanation of the sales performance for the full year is essentially the same as it was for the first half. Lift Division sales were higher, but this was mainly due to currency strength in overseas markets. The Transport Division achieved meaningful growth assisted by a full year contribution from Cortest acquired during last year. Keypad sales fell on lower volumes and lower prices, though they did recover somewhat in the second half. It has been another very challenging year with unpredictable demand and employees have had to be constantly ready to adapt to changing circumstances. They have responded magnificently and I would like to thank them on your behalf. Investment The most significant project of the year has been the search for new headquarters and factory premises and the subsequent agreement to purchase a building at Hampton Farm Industrial Estate. The site is approximately 2 miles from our present location in Hounslow. The building is in the process of being refurbished and will be extended and fitted out to our requirements in 2011. We anticipate that we will move sometime in the second half of 2011. We have also made an investment in two linked businesses in California with the expectation that we purchase the remaining shares no later than 1 July 2014. Elevator Research & Manufacturing (ERM) and Winter & Bain (W&B) are both in the US elevator business. ERM manufactures lift car and door control fixtures, whilst W&B make platforms, cabs, doors, pumps and hydraulic jacks. This investment strengthens our presence in the US elevator market. While the US market is not particularly strong at the moment, it is a significant market and we are investing here for growth in the long term. Pension After many years trying to support and maintain our defined benefit pension scheme, we have this year agreed with the members to close it to future accrual. We have seen the deficit on the scheme worsen substantially over recent years and we have had to act to limit the risks to shareholders and the business going forward. Whilst this change will not necessarily reduce the deficit immediately, it is envisaged that this will in the very long term control future risk. Outlook We have seen the nervousness at UK local authorities about their future funding lead to a slowdown in orders in the UK in the second half. We expect this situation to continue to bear down on UK orders for the foreseeable future. Overseas markets however remain more buoyant, particularly in Asia and Australia. Clearly there will be abnormal costs associated with our planned major factory move next year, which will affect our bottom line profit before tax. We will be making every effort to minimise the effect on the Group s operating performance.

Global markets Our distribution of operations around the world supports customers and spreads our risk Group sales by region United Kingdom The Americas 21% 35% Europe 14% Asia 13% Australasia 17% Group companies by region The Americas Canada Dupar Controls USA The Fixture Company United Kingdom Dewhurst LiftStore Traffic Management Products Cortest Europe Hungary Dewhurst (Hungary) Asia China Dewhurst (Hong Kong) Australasia Australia Australian Lift Components Lift Material Australia 3

Review of operations Quality of product, service and processes has been a key focus this year David Dewhurst Group Managing Director Operating highlights Although the trading environment in the UK continued to be very difficult, our overseas markets were not impacted by the slowdown to nearly the same extent. This has allowed us to report an improvement in turnover and profits over the last financial year. The building industry tends to be affected by recessions comparatively later in the economic cycle and since our products are used in the last stages of a building programme, we do see recessions later than other companies. As such, we expect that the coming financial year will be a challenging one for us. Across all our companies we have focussed significantly on quality. This involves continuously improving the quality of service, of our designs and of our manufacturing processes. We have been aided and encouraged by our key suppliers and nowhere has more progress been made than in our plant in Hungary. Dewhurst Hungary has the most experience with advanced quality systems and we are working to adopt their best practices across all Group companies. Once again, in difficult circumstances all our employees, across all companies have made a significant contribution and we are very grateful to them for their hard work and dedication. United Kingdom Dewhurst UK Manufacturing In 2009, its first year as a stand-alone company following the reorganisation and transfer of the bulk of assembly to Hungary, Dewhurst UK Manufacturing made a substantial loss. Last year, in its second year of operation, that loss was greatly reduced. In the coming year we aim to make substantial further progress. There has therefore been significant focus on cost control, margin improvement and increasing sales. We have significantly increased sales in North America to two independent fixture manufacturers as well as improved sales through Europe to both OEM s and distributors. Significant improvements in Customer Satisfaction and Quality have been made, with on time deliveries running at 96%. There is an enormous variety in the range of products that we manufacture which involves a great deal of human intervention. Inevitably errors occur but we have worked throughout the year on closed loop corrective actions to eradicate these errors. This has led to improvements but there are further opportunities in this area. We have worked harder on our lean and continuous improvement programmes and have appointed a programme manager to ensure that projects are driven forward in these areas. Through the year we have halved the lead times for the majority of our products. This has allowed our subsidiaries in turn to offer greatly improved lead times to their customers,

Keypads We work hard at value engineering all our keypad products Unipad Our Unipad keypad is used in many different applications. This configuration has a 16 key version as a pin entry keypad for unattended petrol pump operation with two 2 key units for selecting functions. 5

Review of operations continued thus increasing levels of service throughout the Group. Our progress in this area was assisted by the investment in a second Amada laser machine for our pushbutton production. This means we now have two identical machines in this area which makes programming easier and improves flexibility. The forthcoming move out of the Inverness Road manufacturing site is of course a major project. Having been on this site for over 90 years we have accumulated a fair amount of obsolete stock and plant. Throughout the year, the team has worked extremely hard to sort and then dispose of these items and they have done an excellent job. There is still more to do but we will be in the position by the end of January 2011 where anything that is left in Inverness Road will be current and will need to be moved to our new site. The move itself is likely to take place in the second half of 2011 and will be an interesting challenge for all those at Dewhurst UK Manufacturing. We believe that we can complete this move with only minimal, if any impact to deliveries or the quality of the product we are shipping. We have had a steady year within our Design department. There has been considerable work in ensuring that we explore new designs thoroughly and we now have a rigorous programme that includes both Design and Process FMEA s. At the recent National Association of Elevator Contractors Exhibition we launched our new illuminated Braille product for the North American market, the US91 Optic. It has been extremely well received and should help to strengthen our position in that market. LiftStore As previously indicated, during the last financial year the UK market did not really improve for LiftStore. Despite this LiftStore were able to slightly increase their sales. Through a difficult year, the whole team has continued to work very hard and positively, making good progress in a number of key areas. We continued to hold our market share in tough times and that is a 6 testament to the product quality and to the service that LiftStore supplies. We have also continued to invest significantly in new products for the future. The Ethos Hall Call Destination Control that was reported in the last Annual Report is a major development programme that continued throughout last year and is now ready for sale. Further improvements have been made to our Eco Mode offering. There is a global drive to improve the efficiency of buildings and both of the above products offer building owners good energy savings in their lifts. Work has continued with our auto dialler partner Design Com of Australia, who have developed a new and improved LX8 auto dialler product for the UK market. This product together with its Health Check Software (which validates that the phone is functioning correctly), has proved very popular across a wide range of customers with large lift portfolios. On the fixture side of the business there has been a real focus on improving margins by taking more of the manufacturing process in house. In the past LiftStore have been reliant on two or three key fabrication suppliers. We have now however, brought laser cutting, welding and finishing in house, which has not only allowed us to improve margins but also to improve our responsiveness and reduce our lead times. Traffic Management Products (TMP) In what was a very soft market in the last financial year, TMP managed to achieve solid growth in sales. Demand for our non-illuminated and solar powered traffic bollards remained very strong but in addition, we delivered good growth through our signpost columns. TMP Spectralyte Signposts are passively safe, which means when a vehicle hits them, they will collapse, causing minimum damage to the vehicle and its occupants. The advantage of this type of product to the highways authorities is that they do not need to place a crash barrier around the sign. Also our signposts are TMP Spectralyte passively safe signposts have won specification from a number of engineering consultants maintenance free and have no scrap value so are not attractive to thieves. In the traffic bollard sector of the market, one can see just by driving around that many more competitors have entered the market. On one hand that helps us, in as much as it gives greater momentum to the acceptance of non-illuminated bollards but it does create pricing pressures. As with LiftStore, the market is not easy in the UK at the moment and a lot of our customers are facing budget constraints for the coming year. However with a number of new products due to come on line in 2011, our objective is to improve the outlook. Cortest The first full year of the business under Dewhurst ownership saw a tentative start as we focussed on increasing market awareness of the business and of non-destructive testing in general. Sales in the second half were much stronger with several new clients engaging the services of Cortest for a mixture of PFI and remedial works ranging from specialist nondestructive and electrical testing to data collection. The nature of Cortest s services lend themselves well to supporting private and public clients whose own expertise and resource has been lost as a result of reduced Government spending. Our focus is to continue the proactive marketing of the business whilst continuing to seek new business through technical innovation and development of new markets.

Transport products Despite the difficult UK transport market we grew sales at both TMP and Cortest Metro An alternative to our original Flecta non illuminated bollard, Metro is available in black or white with a wide range of sign markings. 7

Review of operations continued Europe Dewhurst Hungary In its second full year of operation Dewhurst Hungary has been able to show some growth as demand for our keypad products improved during the second half of the year. As usual we face significant price pressure on these products and we are working continually to reduce costs by value engineering all products. As intimated in the introduction, Dewhurst Hungary have made great progress in their quality systems and in our sector we are developing world class quality systems that should put us in a strong position to win more business. One of the great challenges we now face is to broaden our customer base, both in the banking and lift industries. North America Dupar Controls In 2009 Dupar showed excellent sales growth in the Elevator sector and in the last year they have maintained a high level of sales. Our products are very different to the standard North American offerings and are proving to be popular with end customers. As with other Group companies, Dupar has focussed on improving quality within its operations. A number of Process FMEA exercises were performed, which resulted in the assembly process, being streamlined and the opportunities for error being minimised. Even though the US market is stagnant at present, the Canadian market is still reasonably buoyant. Our partnerships with two key US customers have developed and strengthened over the year. The Fixture Company (TFC) The US Elevator Industry has been impacted quite hard by the reduction in construction projects and this slowdown has necessitated further restructuring of the management organisation at TFC. Control of the company now comes under Dupar and together they are working hard to increase their market share in the mid-west. Australasia & Asia Australian Lift Components (ALC) After two very good years, this was always going to be a more difficult year as the building industry in Australia faced a slowdown. Overall sales increased but were boosted through a strategic partnership that we set up with GAL/Hollister Whitney of the USA. GAL/Hollister Whitney produces a range of components for lifts including items such as door operators, locks, machines and rope gripping devices. These products have been well received in the Australian market and ALC are confident that they can build substantial sales over the coming years. Lift Material Sales fell back slightly at Lift Material after a very strong year the previous year. We have however introduced and established a number of good new products into the Australian market such as Roller Guides and LED lighting for lifts. We continue to work hard to broaden the range of lift products that we are able to offer the Australian market and reduce our dependency on any one high volume product. Dewhurst Hong Kong It is a creditable achievement that in its first year of operation, Dewhurst Hong Kong has made a small but important contribution to the Group s profits. Hong Kong has always been an important market for us but over the years our customers buying profiles have changed from a small number of large orders to a larger number of smaller orders. As a result of this, we have had to alter the way that we service this market. The only sensible way to do that was to start up a company in Hong Kong and supply orders from stock. This has worked well and we are now developing a good reputation for delivery and service within the local market. The market in Hong Kong is currently relatively buoyant with a large number of new building projects due to start in the next twelve months. As well as new build projects, the modernisation market is at last starting to gather pace and this can only increase over the coming years. With our new operation in Hong Kong we are well positioned to take full advantage of these opportunities. 8

Lift components Faster supply from Hounslow has helped subsidiaries improve support for their customers Angled We can offer a wide range of different styles and finishes for our fixture panels. These tactile characters and pin Braille offer a smart and clean alternative to the industry standard offering. 9

Financial review The healthy cash flow this year will support our planned future investments Jared Sinclair Finance Director Solid results Despite a depressed UK economy and previously reported nervousness over public sector spending cuts, Dewhurst had a solid performance particularly with its lift and transport products. Revenue increased 3.2% from 35.8 million to 37.0 million and operating profit rose 8.0% from 4.5 million to 4.9 million. The weak pound this year meant the Group benefited on consolidation from a strong currency translation of our overseas sales and profits in particular from our Canadian and Australian subsidiaries. Good cash flow Cash flow was once again very good with 4.7 million of cash being generated from operations. Despite acquiring shares in Elevator Research & Manufacturing Corp. and Winter & Bain Manufacturing, Inc. for a total consideration of 667k (US$1m) and investing in new property, plant and equipment the Group ended the year with cash and short-term deposits, up 2.1 million at 9.6 million. As detailed in the directors report the company recently exchanged contracts to purchase a new property for the Group headquarters and factory. The financing of this capital commitment, expected to be in the region of 5.2 million, will come from existing cash balances. When the move is complete the board s intention is to sell the Inverness Road site, subject to approval of the planning application currently in process. We started and finished the year with no borrowing. Pension scheme deficit A more detailed analysis of the retirement benefit fund assets and liabilities movements is reported in note 22 under IAS 19, but yet again this year has seen significant increases in both assets and liabilities. Unfortunately the scheme deficit increased further from 6.1 million to 8.1 million. With the cost of the final salary pension provision continuing to increase, the board reluctantly closed the defined benefit scheme to future accrual in order to secure the pensions already accrued, achieve future risk reduction and protect the long-term future of the Group. Closing the scheme to future accrual will help limit the increase in liabilities and help the Group to fulfil its commitment to eliminate the current deficit. Current contributing members, who from 1 October 2010 will no longer build up future benefits in the defined benefit scheme, will build up future pension benefits in a new Group defined contribution scheme. In addition to the new defined contribution costs, the Group will continue to pay a fixed sum of

2.1m Increase in cash balances +8.2% Growth in total equity Group five year review 2006 2007 2008 2009 2010 (000) (000) (000) (000) (000) Revenue 29,766 31,394 36,326 35,835 36,975 Operating profit 3,328 3,583 4,352 4,511 4,871 Profit before taxation 3,394 3,853 4,679 4,428 4,827 As a percentage of total equity 24.4% 22.2% 26.2% 22.7% 22.9% Taxation 1,081 1,216 1,238 1,157 1,339 Profit after taxation 2,313 2,637 3,441 3,271 3,488 Total equity 13,932 17,346 17,883 19,480 21,087 Earnings per share, basic and diluted 23.48p 26.87p 38.92p 38.43p 40.97p Dividends per share 5.13p 5.40p 5.76p 6.06p 6.36p 1.4 million annually to reduce the defined benefit pension scheme deficit and all recommendations made by the scheme s actuary to eliminate the scheme deficit within an agreed timeframe have been fully implemented. Treasury policy The Group seeks to reduce or eliminate financial risk to ensure sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. The policies and procedures operated are regularly reviewed and approved by the board. By varying the duration of its fixed and floating cash deposits, the Group maximises the return on interest earned. Dividends Dividends are accounted for when paid or approved, and not when proposed, therefore the proposed final dividend for 2010 has not been accrued at the balance sheet date. The total dividend for 2010 of 6.36p per share, up 5.0% against last year s 6.06p, is covered 6.4 times by earnings. Total equity improved from 19.5 million to 21.1 million. There was no change in the number of allotted shares during the year. With around a third of profit before tax earned and held in foreign currencies the Group continued to use derivatives in the form of foreign exchange contracts to manage its currency risk, as reported in note 25. 11

Board of directors We welcome John Bailey to the Group Board this year Richard Dewhurst BA (Eng Sc), ACMA Chairman, 54, joined in 1985. Previously with Ford Motor Co, Ernst & Whinney Senior Management Consultant. David Dewhurst BSc (Elec Eng) Group Managing Director, 49, joined in 1987. Previously with Holmes & Marchant plc. Jared Sinclair BSc, ACA Finance Director, 40, joined in 1997. Previously with Moores Rowland, Chartered Accountants, Audit Senior. Richard Young MBA, BSc, CEng, MIEE Managing Director UK Lift Division, 54, joined in 1996. Previously with MBM Technology Ltd, Director and General Manager. John Bailey Managing Director TMP & Cortest, 40, joined in 2008. Previously with Brett Landscaping & Building Products, Commercial Director. Peter Tett MA, MSc Non-executive Director, 71, joined in 2000. Previously with Halma plc, Director. 12

Report of the directors The directors present their annual report on the affairs of the group together with the financial statements and auditors report for the year ended 30 September 2010. Results and dividends The trading profit for the year, after taxation, amounted to 3,488k (2009: 3,271k). A final dividend on the Ordinary and A non-voting ordinary shares of 4.24p per 10p share (2009: 4.04p) for the financial year ended 30 September 2010 will be proposed at the Annual General Meeting (AGM) to be held on 27 January 2011. If approved, this dividend will be paid on 15 February 2011 to members on the register at 14 January 2011. An interim dividend of 2.12p per share (2009: 2.02p) was paid on 31 August 2010. A final dividend of 4.04p which amounted to 344k for the financial year ended 30 September 2009 was approved at the AGM held on 28 January 2010 and was paid on 1 March 2010 to members on the register at 8 January 2010, compared with 3.84p the previous year ( 327k). Principle activities and review of the business The company and group principal activity, in the course of the year, continued to be the manufacture of electrical components and control equipment for industrial and commercial capital goods. The group maintained its position as a specialist supplier of equipment to lift, transport and keypad sectors. A business review of the group s operations is dealt with on pages 4 9, and a commentary on financial instruments is dealt with in the financial review and within note 25 to the financial statements. The directors believe that the key financial performance indicators relevant to the group are earnings per share, operating profit, profit before tax and return on equity which are stated in the five year review on page 11. The key nonfinancial performance indicators relevant to the group are lead times and on-time deliveries to our customers. Group restructuring On 1 October 2009, the board restructured the group by separating the UK manufacturing business of Dewhurst plc from the holding operation and properties, into Dewhurst UK Manufacturing Ltd. Acquisitions On 1 July 2010, Dewhurst plc acquired shares in Elevator Research & Manufacturing Corp. (ERM) and Winter & Bain Manufacturing, Inc. (W&B), both US corporations under common control which specialise in the lift market. The company acquired a stake in ERM (25%) and W&B (41.67%) for a total cash consideration of US$1million. Purchase of freehold property On 22 September 2010, Dewhurst plc exchanged contracts with Electricity Supply Nominees Ltd for the conditional purchase of the freehold property known as Units 9,10 and 11 Hampton Farm Industrial Estate, Hampton Road West, Hanworth, Middlesex TW3 6DB (the new property ). The purchase is conditional on the refurbishment of the building and planning approvals. The company has been on its current site since 1921. The premises have been added to and changed over the years, but are now dated, inefficient to operate and have restricted vehicular access. The directors believe it is time to relocate the business locally to a more appropriate site and into a more modern industrial building. The new property, of some 45,000 square feet, is being purchased for 3.7 million. The purchase of the new property will be financed from the company s existing cash balances. Further costs, currently estimated at 1.5 million, will be incurred once the purchase has been completed, to modify and fit out the building to the company s specific requirements. The company is in the process of applying for planning permission for the redevelopment of its current site. When the move to the new property is completed, the directors anticipate, subject to prevailing property market conditions, placing the current site for sale. Post balance sheet event On 1 December 2010, JAS Engineering (Australia) Pty Limited a newly formed and wholly owned Australian subsidiary of Dewhurst plc acquired the business and assets of J.A.S. Engineering (NSW) Pty Limited for a maximum cash consideration of A$1.47 million. Share repurchases The company did not repurchase any shares during the year. Non current assets The last major valuation of the company s property took place in 1977. Under International Financial Reporting Standards (IFRS) the group has elected, where appropriate, to use the UK GAAP revaluation amounts at the date of transition as the deemed cost of property. The directors believe that the market value of the property is in excess of the deemed cost. The movements in property, plant and equipment during the year are set out in the notes to the accounts. Directors The members of the board during the year were: Mr R M Dewhurst (chairman) Mr D Dewhurst (group managing director) Mr J C Sinclair Dr M D White (resigned 28 January 2010) Mr R Young Mr J Bailey (appointed 18 June 2010) Mr P Tett (non-executive) At the 2010 AGM Mel White withdrew from re-election and stepped down from the board of directors of the company. Mel remains within the group as a director of Dewhurst UK Manufacturing Limited. 13

Report of the directors continued John Bailey was appointed to the board during the year. John brings us extensive business-to-business sales and marketing experience, from his role as Managing Director at TMP and having worked in senior commercial positions for Brett Landscaping & Building Products and Geberit. It is still the board s intention to appoint a further non-executive director when a suitably qualified applicant has been identified. The directors retiring by rotation at this year s Annual General Meeting are Mr P Tett and Mr J Bailey who, being eligible, offer themselves for re-election. The unexpired period of Mr P Tett and Mr J Bailey s service agreement is less than one year. During the year the company maintained liability insurance for all directors. Substantial shareholdings At 29 November 2010, the company had been advised of the following beneficial interests in excess of 3% of the ordinary voting share capital (other than the holdings shown under directors share interests). Mr A Dewhurst 366,000 Mrs V E Dewhurst 285,000 Miss B Meredith 190,208 Mrs E Dewhurst 175,333 Mr J H Ridley 126,000 Rulegale Nominees Ltd 118,500 Discretionary Unit Fund 110,000 At the same date the register shows interests in excess of 3% of the A nonvoting ordinary share capital (other than directors holdings) of: Discretionary Unit Fund 410,000 W B Nominees Ltd 387,000 Mrs V E Dewhurst 337,000 Schweco Nominees Ltd 16495 Acct 330,000 Vidacos Nominees Ltd 324,000 Schweco Nominees Ltd 9000 Acct 190,000 Mr A Dewhurst 181,000 Mrs E Dewhurst 167,416 Directors share interests The table below sets out the names of the persons who were directors of the company during the financial year ended 30 September 2010 together with details of their own and their families beneficial interests in the shares of the company at that date and corresponding details at 30 September 2009. Employee involvement Meetings, chaired by the group managing director, are held with employee representatives. The financial position and prospects of the company are discussed together with details of investment and changes in facilities which are planned by management. Opportunity is given at the meetings to question senior executives about matters which concern the employees. 30 September 2010 30 September 2009 Ordinary A ordinary Ordinary A ordinary shares shares shares shares Mr R M Dewhurst 494,333 123,666 494,333 123,666 Mr D Dewhurst 419,595 69,932 419,595 69,932 Mr J C Sinclair 1,000 1,000 Mr R Young 1,000 1,000 Mr J Bailey 1,000 Mr P Tett 1,000 1,000 Dr M D White 1,000 1,000 At 30 September 2010 and 30 September 2009 there were no share options allocated to the directors. During the financial year no director was materially interested in any contract which was significant to the group s business. No transactions have taken place between the end of the financial year and 1 December 2010. Directors emoluments The remuneration of the directors are shown below: Salary Benefit 2010 2009 and fees Bonus in kind Pension Total Total (000) (000) (000) (000) (000) (000) Executive directors: Mr R M Dewhurst 122 81 3 18 224 222 Mr D Dewhurst 109 69 2 15 195 190 Mr J C Sinclair 85 23 12 120 128 Mr R Young 81 23 11 115 131 Mr J Bailey (appointed 18.6.10) 24 11 1 36 Dr M D White (resigned 28.1.10) 26 7 1 3 37 123 Non-executive director: Mr P Tett 17 17 17 Health and safety Regular attention is given to health and safety with all reasonable precautions taken to provide and maintain safe working conditions for both employees and visitors alike, which comply with statutory requirements and appropriate codes of practice. In order to minimise the instances of occupational accidents and illnesses detailed policies and risk improvement programmes are regularly updated. 14

Employment policies The group is committed to ensuring that: All employees are treated fairly and equally irrespective of gender, ethnic origin, religion, nationality, marital status, sexuality or disability. The working environment is conducive to achievement and free from sexual harassment and intimidation. Full and fair consideration is given to the employment of disabled persons, having regard to their particular aptitudes and abilities. Wherever possible, continuing employment is provided for employees who become disabled with appropriate arrangements for re-training being made where necessary. The group has a development policy committing it to the training and continuous development of its employees to develop their full potential and to achieve a more flexible and skilled workforce. Dewhurst plc, the company, achieved IiP (Investors in People) status which was awarded in January 2002 and has since been successfully re-appraised. Supplier payments policy The company s policy concerning the payment of its trade creditors is to arrange the best possible terms with its suppliers and then pay as appropriate to those terms, subject to satisfactory performance by the supplier. Any contractual or legal obligations would be honoured with creditors being paid by the agreed dates to satisfy such contracts and commitments. Payment procedures are reviewed as required to maintain a good working relationship, with the supplier. Throughout the financial year the average number of days purchases outstanding was twenty-five (2009: thirty-nine). Research and development The group continues to invest in research and development programmes for new products as well as new processes and technologies to improve overall operational effectiveness. Political and charitable contributions The group has made no political contributions this year (2009: Nil). Charitable donations made by the group to local schools, community projects and worthy causes amounted to 3k (2009: 3k). Auditor The current directors have taken all the steps that they ought to have taken to make themselves aware of any information needed by the company s auditor for the purposes of the audit and to establish that the auditor is aware of that information. The directors are not aware of any relevant audit information of which the auditor is unaware. A resolution will be proposed at the Annual General Meeting to re-appoint Chantrey Vellacott DFK LLP as auditor and to authorise the directors to determine their remuneration. Statement of directors responsibilities The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and for taking reasonable steps for the prevention and detection of fraud and other irregularities. The directors are responsible for preparing the annual report, the directors report and the financial statements in accordance with the Companies Act 2006. The directors have chosen to prepare financial statements for the group and the company in accordance with International Financial Reporting Standards as adopted by the European Union (IFRSs). International Accounting Standard 1 requires that financial statements present fairly for each financial year the group s financial position, financial performance and cash flows. This requires the faithful representation of the effects of transactions, other events and conditions in accordance with the definitions and recognition criteria for assets, liabilities, income and expenses set out in the International Accounting Standards Board s Framework for the preparation and presentation of financial statements. In virtually all circumstances, a fair presentation will be achieved by compliance with all applicable IFRSs. A fair presentation also requires the directors to: consistently select and apply appropriate accounting policies; prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business; and present information, including accounting policies, in a manner that provides relevant, reliable comparable and understandable information; and provide additional disclosures when compliance with the specific requirements in IFRS is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity s financial position and financial performance. Financial statements are published on the group s website in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the group s website is the responsibility of the directors. The directors responsibility also extends to the ongoing integrity of the financial statements contained therein. By order of the board Jared Sinclair Secretary 1 December 2010 15

Consolidated financial statements Consolidated income statement 2010 2009 For the year ended 30 September 2010 Notes (000) (000) Continuing operations Revenue 2 36,975 35,835 Operating costs 3 (32,104) (31,324) Operating profit 4,871 4,511 Share of profit from associates 26 6 Finance income 5 103 87 Finance costs 6 (153) (170) Profit before taxation 4,827 4,428 Tax on profit 7 (1,339) (1,157) Profit for the financial year 8 3,488 3,271 Basic and diluted earnings per share 9 40.97p 38.43p Consolidated statement of recognised income and expense 2010 2009 Notes (000) (000) Net income/(expense) recognised directly in equity: Actuarial gains/(losses) on the defined benefit pension scheme 22 (2,497) (2,765) Exchange differences on translation of foreign operations 613 1,134 Tax on items taken directly to equity 528 457 Net income/(expense) recognised directly in equity in the year (1,356) (1,174) Profit for the financial year 3,488 3,271 Total recognised income and expense for the year 2,132 2,097 The notes on pages 19 to 36 form part of these financial statements 16

Consolidated balance sheet 2010 2009 At 30 September 2010 Notes (000) (000) Non-current assets Goodwill 10 6,122 5,896 Other intangibles 11 184 264 Property, plant and equipment 12 4,609 4,519 Deferred tax asset 19 1,563 1,218 Investments in associates 26 639 13,117 11,897 Current assets Inventories 14 4,009 3,983 Trade and other receivables 15 6,908 7,077 Current tax assets 111 17 Cash and cash equivalents 16 9,593 7,476 20,621 18,553 Total assets 33,738 30,450 Current liabilities Trade and other payables 17 4,234 4,540 Short-term provisions 18 349 358 4,583 4,898 Non-current liabilities Retirement benefit obligation 22 8,068 6,072 Total liabilities 12,651 10,970 Net assets 21,087 19,480 Equity Share capital 20 851 851 Share premium account 21 157 157 Capital redemption reserve 21 286 286 Translation reserve 21 2,089 1,648 Retained earnings 21 17,704 16,538 Total equity 21,087 19,480 The financial statements were approved by the board of directors and authorised for issue on 1 December 2010 and were signed on its behalf by: Richard Dewhurst Chairman Jared Sinclair Finance Director Company Registration Number: 160314 The notes on pages 19 to 36 form part of these financial statements 17

Consolidated financial statements continued Consolidated cash flow statement 2010 2009 For the year ended 30 September 2010 Notes (000) (000) Cash flows from operating activities Operating profit 4,871 4,511 Depreciation and amortisation 680 575 Additional (income)/costs to pension scheme (654) (562) Exchange adjustments 23 70 (Profit)/loss on disposal of property, plant and equipment (2) 1 4,918 4,595 (Increase)/decrease in inventories (26) 139 (Increase)/decrease in trade and other receivables 169 77 Increase/(decrease) in trade and other payables (306) (124) Increase/(decrease) in provisions (9) 8 Cash generated from operations 4,746 4,695 Interest paid (1) Income tax paid (1,262) (1,555) Net cash from operating activities 3,484 3,139 Cash flows from investing activities Acquisition of associate undertakings 26 (667) Acquisition of business and assets (260) Proceeds from sale of property, plant and equipment 75 4 Purchase of property, plant and equipment (484) (396) Development costs capitalised (38) (50) Interest received 103 87 Net cash used in investing activities (1,011) (615) Cash flows from financing activities Dividends paid (524) (499) Net cash used in financing activities (524) (499) Net increase/(decrease) in cash and cash equivalents 1,949 2,025 Cash and cash equivalents at beginning of year 16 7,476 5,120 Exchange adjustments on cash and cash equivalents 168 331 Cash and cash equivalents at end of year 16 9,593 7,476 The notes on pages 19 to 36 form part of these financial statements 18

Notes to the accounts Note 1 Accounting policies Basis of preparation Dewhurst plc prepares its consolidated and company financial statements in accordance with International Financial Reporting Standards adopted by the European Union (EU) (IFRS). The group and company financial statements have been prepared in accordance with those parts of the Companies Act 2006 that are applicable to companies adopting IFRS. The company is registered and incorporated in the United Kingdom; and quoted on AIM. The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to the years presented, unless otherwise stated. The results have been prepared on the basis of all IFRSs issued by the International Accounting Standards Board currently effective. The directors consider the effects of standards issued but not yet effective to be immaterial. The preparation of financial statements in conformity with IFRS requires the use of judgements, estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis and revisions are recognised in the period in which the estimate or assumption is revised. The key areas where estimates have been used and assumptions applied are in impairment testing of goodwill, provisioning, taxation and in assessing the defined benefit pension scheme liabilities (see notes 10, 19 and 22 respectively). The financial statements have been prepared under the historical cost convention and are presented in sterling to the nearest thousand ( 000). Consolidation The consolidated financial statements incorporate the results of Dewhurst plc and all of its subsidiary undertakings made up to 30 September 2010, adjusted to eliminate intra-group balances, transactions, income and expenses. The group has used the acquisition method of accounting to consolidate the results of subsidiary undertakings, which are included from the date of acquisition. Revenue Revenue is measured at the fair value of sales of goods and services less returns and sales taxes. Revenue is recognised on delivery to customers. Customer loyalty rebates The cost of customer loyalty rebates is recognised as a cost of sale, with an accrual equal to the estimated fair value of the loyalty rebate recognised when the original transaction occurs. On redemption, the cost of redemption is offset against the accrual. Property, plant and equipment Property, plant and equipment is stated at cost or deemed cost less accumulated depreciation and any recognised impairment loss. Depreciation is charged so as to write off the cost over the assets expected useful life. The depreciation rates used are: Buildings 1 1 /2% or 5% on a declining balance basis Plant and equipment 10% to 33 1 /3% on a straight-line basis Investments in subsidiaries and associates In the accounts of the company, investments held as non-current assets are stated at cost less provision for impairment. In addition associate investments (see note 26) report the appropriate share of the profit after tax in the income statement converted using the average rate of exchange and add this same profit to the investment line in the balance sheet, using the closing rate of exchange and any difference is taken to the statement of recognised income and expense. Goodwill Goodwill arising on the acquisition of a subsidiary undertaking is the difference between the fair value of the consideration paid and the fair value of the assets and liabilities acquired, and is recognised as an asset and reviewed for impairment at least annually. Any impairment is recognised immediately in the income statement and is not subsequently reversed. On disposal of a subsidiary, the attributable amount of goodwill is included in the determination of the profit or loss on disposal. Goodwill arising on acquisitions before the date of transition to IFRS has been retained at the previous UK GAAP amount subject to being tested for impairment at that date. Inventories Inventories are stated at the lower of weighted average cost and net realisable value. Cost represents direct materials, labour and appropriate production overheads. Taxation The tax expense represents the sum of the tax currently payable and deferred tax. The tax currently payable is based on taxable profit for the year. Taxable profit differs from the net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are only recognised to the extent that recovery is probable. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is 19

Notes to the accounts continued realised, based upon tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Foreign currencies Foreign currency transactions of individual companies are translated at the rates ruling when they occurred. Foreign currency monetary assets and liabilities are retranslated at the rates ruling at the balance sheet date. Any differences are taken to the income statement. The results of overseas operations are translated at the average rates of exchange during the year and their balance sheets translated into sterling at the rates of exchange ruling at the balance sheet date. Exchange differences which arise from translation of the opening net assets and results of foreign subsidiary undertakings and from translating the income statement at an average rate are taken to reserves. All other differences are taken to the income statement. The treatment of tax charges or credits resulting from the exchange differences reported above match the accounting treatment and are either taken to reserves or to the income statement as appropriate. Research and development Development expenditure that satisfies the criteria of IAS 38 for recognition as an intangible asset is capitalised and then amortised on a straight-line basis over its expected useful life of up to three years. Expenditure on development activities that does not meet these criteria along with research activities are recognised as an expense in the period in which they are incurred. Operating leases Rentals under operating leases are charged to the income statement in equal annual amounts over the lease term. Benefits received as incentives to enter into the agreements are also spread on a straight-line basis over the lease term. Employee benefits The group operates both a defined contribution and a defined benefit type pension scheme. Contributions in respect of the defined contribution schemes are charged to the income statement in the year they fall due. The defined benefit scheme has been set up under a trust deed with its financial assets held separately from those of the group and is controlled by the Trustees. The pension cost is assessed in accordance with the advice of an independent qualified actuary to recognise the expected cost of providing pensions on a systematic and rational basis over the expected remaining service lives of employees. The liability recognised in the balance sheet in respect of the defined benefit pension scheme is the present value of the defined benefit obligation at the balance sheet date less the fair value of scheme assets, together with adjustments for unrecognised actuarial gains and losses and past service costs. The defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds approximating to the terms of the related pension liability. Actuarial gains and losses are recognised in full in the Statement of Recognised Income and Expense. Current and past service costs are charged to the income statement under pension costs in operating expenses. Interest on the pension scheme s liabilities and the expected return on the scheme s assets are recognised within finance costs in the income statement. Dividends Dividend distribution to the company s shareholders is recognised as a liability in the group s financial statements in the year in which dividends are approved by shareholders or paid, which ever is earlier. Financial instruments The group does not hold or issue derivative financial instruments for speculative purposes. Trade receivables and payables Trade receivables do not carry any interest and trade payables are not interest bearing. Receipts and payments occur over a short period and are subject to an insignificant risk of changes in value. The group provides for all trade receivables that are more than ninety days overdue therefore the directors consider the carrying amounts are stated at their fair value after deduction of appropriate allowances for estimated irrecoverable amounts. Financial liabilities Financial liabilities incurred by the group are classified according to the substance of the contractual arrangements entered into and measured at their amortised cost. Cash and cash equivalents Cash and cash equivalents comprise cash on hand and short-term deposits that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. Provisions Provisions are recognised for liabilities of uncertain timing or amount when there is a present legal or constructive obligation that has arisen as a result of past events, for which it is probable that an outflow of economic benefit will be required to settle the obligation, and where the amount of the obligation can be reliably estimated. 20