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PowerPower
Annual Report and Financial Statements 2025
Bringing
to Life
Luceco plc|Annual Report and Financial Statements 2025
Find us online
To find out more or to keep
up to date with current news
visit us at www.lucecoplc.com
We are a leading designer and manufacturer of residential
andcommercialelectrification products and systems that
bringPowertoLifefor our customers.
Who We Are
What’s Inside
Strategic Report
Our Highlights 1
Our Business at a Glance 2
Our Investment Framework 4
Chair’s Statement 5
Structural Opportunities From Electrification 7
Chief Executive Officer’s Review 9
Sustainable Competitive Advantages in Focus 13
Our Attractive Markets 14
Our Advantaged Business Model 15
Our Strategy in Focus 16
Our Established Growth Levers 18
Measuring our Performance 22
Chief Financial Officer’s Review 23
Environment, Social and Governance 29
Our Stakeholders 57
Principal Risks and Uncertainties 62
Viability Statement 67
Non-Financial and Sustainability
Information Statement 69
Governance
Chair’s Introduction 71
Compliance with the 2024
UK Corporate Governance Code 72
The Board at a Glance 73
Board of Directors 74
Corporate Governance Report 76
Nomination Committee Report 81
Audit Committee Report 85
Remuneration Committee Report 89
Directors’ Report 116
Statement of Directors’ Responsibilities 120
Financial Statements
Independent Auditor’s Report 122
Consolidated Income Statement 130
Consolidated Statement
of Comprehensive Income 131
Consolidated Balance Sheet 132
Consolidated Statement
of Changes in Equity 133
Consolidated Cash Flow Statement 135
Notes to the Consolidated
Financial Statements 136
Company Balance Sheet 175
Company Statement
of Changes in Equity 176
Notes to the Company
Financial Statements 177
Additional Information
Glossary 182
Company Information 184
Advisers and Other Information 186
Our strategy
A clear, measurable
strategy
Our strategy targets four key areas which
will enable us to capitalise on structural
growth from electrification
See pages 16 and 17
Established growth levers
Through product
innovation and M&A
Customer-driven innovation and
disciplined, synergy-driven M&A drive
thebusiness forwards
See pages 18 to 21
Luceco plcAnnual Report and Financial Statements 2025
In 2025 we delivered another year of strong, profitable growth
poweredbyour sustainable competitive advantages and
growingstructural opportunities from electrification.
ESG highlights
Revenue
£271.4m
2024: £242.5m | 11.9%
Adjusted
1
Operating Profit
£33.8m
2024: £29.0m | 16.6%
Adjusted
1
Operating Margin
12.5%
2024: 12.0% | 50bps
Adjusted
1
Earnings Per Share
15.0p
2024: 12.5p | 20%
Adjusted
1
Free Cash Flow
£30.4m
2024: £3.5m | 768.6%
Operating profit
£31.6m
2024: £23.2m | 36.2%
Bank Net Debt ratio
1.2x
2024: 1.6x |
In target range
ESG – emissions
Carbon neutral
2
operations in 2025
ESG – low carbon product
2
sales
33.7%
revenue from low carbon products
2
in 2025
1. The definitions of the adjustments made and reconciliations to the statutory figures can be found in note 1 of the consolidated financial
statements on page 138 and are used throughoutthisdocument.Themeasuresprovideadditional information for users on the underlying
performance of the business, enabling consistent year-on-year comparisons.
2. Carbon neutral is defined on page 48 and low carbon products are defined on page 50.
Read more
Read more about our ESG strategy
onpages 29 to 56
You can find our full Sustainability Report on
our website at: https://www.lucecoplc.com/esg/
Financial highlights
Luceco plcAnnual Report and Financial Statements 2025
1
Strategic Report
Our Highlights
We Bring Power To Life.
Our journey
1941
BG Electrical
established,
manufacturing
ceiling accessories
and junction boxes
1988
Masterplug
brand founded
2000
BG Electrical merger
with Masterplug
2013
Luceco LED Lighting
range launched
2015
Launch of Masterplug
Pro‑XT range
Group achieves £100m
sales for the first time
2016
IPO listing of
Luceco plc
2021
Acquisition of
DWWindsor
Group achieves £200m
sales for the first time
2024
Acquisition of D-Line
Acquisition of CMD
Introduction of
Sync Energy
1980s
White moulded
range introduced
1990s
Brass decorative
switches and sockets
2008
Manufacturing facility
opened in China
2014
Luceco Lighting
UKProjects team
established
Launch of first
USB sockets
2015-2016
International sales
offices opened
2017
Acquisition of
Kingfisher Lighting
2025
Structural
growth from
electrification
HEMs launched
2022
Launch of BG
Electrical Evolve range
Acquisition of Sync EV
Our purpose
To help people
harness power
sustainably in
everyday life.
What we do
LED Lighting
A key segment of the Group, LED
Lighting specialises in energy-efficient
and innovative LED lighting solutions
fora broad customer base.
Our brands
Portable Power
Our Portable Power segment comprises
both our trusted Masterplug brand as
well as our dynamic, high-growth Sync
Energy brand.
Our brands
The Group operates under established
brands with a heritage spanning decades.
It has grown rapidly and consistently
over recent years through business
combinations and organic expansion
intonew products and territories.
Wiring Accessories
Our Wiring Accessories segment is a
cornerstone of our portfolio with a long
history of delivering innovative and
high-quality products.
Our brands
Strategic Report
Luceco plcAnnual Report and Financial Statements 2025
2
Our Business at a Glance
Strong brands, superior channel access.
Retail
Hybrid
Professional
Wholesale
Professional
Projects
Who we sell to:
Portable Power
Revenue
£60.7m
10% growth
Revenue growth since 2019
27.0%
Adjusted Operating Profit
growth since 2019
97.6%
Retail
Hybrid
Professional
Wholesale
Professional
Projects
Who we sell to:
Wiring Accessories
Revenue
£131.4m
20.7% growth
Revenue growth since 2019
87.4%
Adjusted Operating Margin
14.8%
Adjusted Operating Profit
growth since 2019
52.8%
27%
Retail
Hybrid
Professional
Wholesale
Professional
Projects
Who we sell to:
LED Lighting
Revenue
£79.3m
1.1% growth
Revenue growth since 2019
46.3%
Adjusted Operating Profit
growth since 2019
425.0%
9%
9%
12%
1%
Total revenue
Retail
Hybrid
Professional
Wholesale
Professional
Projects
Who we sell to:
Adjusted Operating Profit
growth since 2019
87.8%
Revenue growth since 2019
57.7%
£271.4m
LED
Lighting
29.2%
Portable
Power
22.4%
Wiring
Accessories
48.4%
Adjusted Operating Margin
7.9%
Adjusted Operating Margin
13.3%
Strategic Report
Luceco plcAnnual Report and Financial Statements 2025
3
Our Business at a Glance continued
Sustainable
competitive advantages
A clear
strategy
Structural opportunities
from electrification
Established
growth levers
High-quality, low-cost,
vertically integrated
manufacturing
Superior brands, channel
access and customer
relationships
Proven organic product
development capability
Highly cash generative with
astrong M&A track record
2
Enhance our existing
marketposition
3
Expand the breadth
anddepth of our
productrange
4
Deliver synergistic
growth
1
Grow our presence in
higher-growth product
segments
For full details of our competitive
advantage see page 13
For details on all trends shaping our
markets see page 14
Forhowweputthisinto
actionseepages18to21
For full details of our strategy
seepages 16 and 17
Electrification of
residential energy
sources and heating
We believe the electrification of
the home creates potential for
ecosystem-based solutions.
Forfulldetailsseepage8
Product
innovation
We drive product innovation by
combining strong customer insight with
robust engineering capability, creating
differentiated, high‑quality solutions
that strengthen our brands and open
opportunities in fast‑growing markets.
Adoption of EVs and residential
charging infrastructure
The UK market for EV chargers is
particularly high growth and provides
asignificant opportunity.
Forfulldetailsseepage7
Through
M&A
We use disciplined, synergy‑driven M&A
to strengthen our market positions,
broaden our capabilities and accelerate
growth into new or adjacent markets.
A clear plan demonstrating
long-term value.
Luceco plc is a compelling investment opportunity. We operate in attractive,
growing markets driven by the electrification of homes, workplaces and
transport. Our strong brands, deep customer relationships and vertically
integrated operations provide clear competitive advantages, while our
expansion into higher-growth Energy Transition categories positions us for
accelerated future growth. With a proven track record of cash generation,
disciplined execution and synergy delivery, the Group offers shareholders
sustainable returns and meaningful long-term value creation.
Strategic Report
Luceco plcAnnual Report and Financial Statements 2025
4
Our Investment Framework
Supported by effective execution in the Group’s core
businesses and ongoing momentum in higher-growth
product categories, we have delivered another strong
performance in 2025
Adjusted Earnings Per Share
15.0p
2024: 12.5p | 20.0%
Dividend payout
40%
2024: 40% | In guided range
Giles Brand
Chair
I am pleased to introduce the
Company’s results for the year ended
31December2025, a year in which the
Group has once again demonstrated
strongoperational execution and
continuedstrategic progress to deliver
anexcellent financial performance.
Performance
Supported by effective execution in the
core businesses and ongoing momentum
in higher-growth product categories,
the Group has delivered another strong
performance in 2025.
Underlying market demand was
undoubtedly a headwind from 2022 to
2024 and although we are beginning to see
increasing uptake of products supporting
the Energy Transition, overall construction
markets have been mixed in 2025.
Elevated living costs, uncertainty around the
UK economy and potential tax rises have
meant consumers continue to carefully
moderate their discretionary spending.
However, during 2025 we have seen clear
momentum building behind increased
electrification of the home and adoption
ofEVs.
The Group is well positioned to capture the
structural growth expected in these areas
over the coming years.
Despite these mixed markets, it was
pleasing to see growth in both revenue and
profitability in each of our core segments
in2025.
Our Wiring Accessories segment continues
to demonstrate the advantages of
our established brands, deep channel
relationships and an extensive distribution
footprint. It was also encouraging to see
strong contributions to this segment
from the acquisitions of D-Line and CMD
in 2024. Integration of both businesses
is progressing well, and we are looking
forward to further synergy creation in
futureyears.
Our LED Lighting business delivered a good
performance in some challenging markets.
Supported by disciplined commercial
execution, operational advancements
within our manufacturing operations and
improvements in our product sourcing,
operating margin grew 50 basis points.
Our Portable Power segment, which
includes our Sync Energy brand, delivered
remarkable growth of 10.0%.
The Group continues to benefit from
growing consumer interest in EV charging,
and from the early traction of our Home
Energy Management system (“HEMs”)
launched during the year. These products
broaden our relevance within the home
electrification ecosystem and position
the Group strongly within a category that
is expected to see sustained structural
growthover the medium term.
Taken together, these combined efforts
have delivered like-for-like revenue growth
of 4.6% and Adjusted Operating Profit
growth of 16.6%.
In markets where product availability is
critical, in 2024 we experienced a temporary
reduction in free cash generation as we
increased inventory levels in response to the
global supply chain risks arising from events
in the Red Sea. We said at the time, that this
put us in a strong position as we entered
2025, so it is pleasing to see strong free cash
generation in 2025 of £30.4m as supply
chain constraints begin to normalise.
Our Bank Net Debt remains comfortably
within our target range, and the Group is
well positioned to continue investing in our
strategic priorities to generate further value
for our stakeholders.
Key achievement in the year
Structural growth in
EVcharging and entry
into home energy
management
In 2025, the Group made major strategic
progress in the fast-growing Energy Transition
market, delivering remarkable growth
across EV charging and entering the home
energy management sector for the first time.
EV charging revenue increased by 84.7%
year-on-year, supported by the expansion
of our residential and commercial charger
portfolio and strengthening customer adoption.
The launch of our HEMs platform marked a
significant milestone, positioning the Group at
the forefront of residential Energy Transition
technologies. Together, these developments
provide a scalable platform for long‑term
growth in structurally supported markets.
Energy Transition revenue:
£18.1m(2024:£9.8m) 
Awarded supply of
EVchargersfor
Centrica-owned Hive
Strategic Report
Luceco plcAnnual Report and Financial Statements 2025
5
Chair’s Statement
Key achievement in the year
Integration of D-Line
and CMD
The Group has made good progress in
integrating the D-Line and CMD acquisitions,
contributing £46.7m to revenue and enhancing
our strategic capability in 2025. Both CMD and
D-Line are strong businesses with significant
potential for improvement as part of the Luceco
Group. Integration is progressing well, with
sourcing efficiencies and operational synergies
beginning to flow through. These acquisitions
broaden our channel reach, deepen our
product expertise and enhance our ability to
cross‑sell across Trade, Retail and Professional
Projects customers. Their successful integration
demonstrates our disciplined approach to M&A
and our ability to deliver synergistic growth.
D-Line 
Unlocking potential through
integration with our developed Retail
and Wholesale channels
CMD 
Production synergies being achieved
through improved sourcing and
manufacturing
Strategy
The Group has a clear, measurable strategy
which targets four key areas that will drive
the business forwards. In 2025 I am pleased
by the meaningful progress that has been
made against each of these priorities.
First, we continued to grow our presence
in higher-growth product segments,
benefiting from structural trends in
electrification and energy management.
EV charging delivered exceptional
growth, supported by new product
launches and strengthened routes to
market, whiletheintroduction of our
HEMs positions the Group firmly within
the accelerating transition to smarter,
cleanerresidential energy.
Second, we worked to enhance our existing
market position, delivering strong execution
across Wiring Accessories, LED Lighting
and Portable Power. We closely monitor
the Electronic Point of Sale (“EPOS”) data
supplied by our customers, giving us
clear insight into how our products are
performing with end consumers. We were
particularly encouraged by the consistent
growth seen throughout the year. Through
consistently high product and service levels,
supported by strong channel access, we are
confident that we are continuing to win in
our chosen markets.
Third, we advanced our priority to expand
the breadth and depth of our product
range. This included the launch of
innovative solutions across EV charging,
LED lighting and home energy, broadening
our portfolio and reinforcing the quality
and relevance of our brands. These
developments strengthen our ability to
serve a wider range of customer needs and
support future organicgrowth.
Finally, we delivered synergistic growth
through disciplined integration of
D-Line and CMD, alongside operational
efficiency gains within our manufacturing
footprint. These actions supported margin
progression and enhanced cash generation,
ensuring we remain well positioned to
invest behind our long-term ambitions.
Environment, Social and Governance
(“ESG”)
As a Group, we are committed to creating
a lasting and positive impact on the world
around us. During 2025, we continued
to advance our sustainability agenda,
guided by our Science Based Targets
initiative (“SBTi”) validated goals to reduce
operational emissions by 46.2% and value
chain emissions by 27.5% by 2031. These
targets place us on a clear and credible
emissions reduction pathway consistent
with the Paris Agreement.
Innovation across our product portfolio in
2025 was increasingly focused on lower
carbon solutions, contributing to a 10.8%
increase in revenue from low carbon
products to £91.5m. We also maintained our
carbon neutral status and increased power
generation from our solar PV array at our
manufacturing facility in China.
Recognition from the Carbon Disclosure
Project (“CDP”), where we achieved a
leadership level “A–” score in our fifth year
of reporting, demonstrates the progress we
are making in embedding climate‑related
considerations across the Group.
Dividend
The Group’s dividend policy has a payout
ratio of 40-60% of Adjusted Profit After Tax.
The Board is recommending a final
dividend of 4.2p per share, which with the
interim dividend of 1.8p, is a 40% payout,
payable on 22 May2026 to shareholders on
the register on 10April2026.
Conclusion
As a Board, we believe the Group’s purpose
is to help people harness power sustainably
in everyday life, making it easier for
customers to make sustainable choices.
The Board is encouraged by the strategic
progress the Group continues to make in
support of this purpose. The advances we
achieved in 2025 are a testament to the
capability and commitment of our people,
and we thank all our colleagues for their
hard work and commitment.
Giles Brand
Chair
24 March 2026
Strategic Report
Luceco plcAnnual Report and Financial Statements 2025
6
Chair’s Statement continued
Adoption of EVs and residential
charginginfrastructureis
expectedto growrapidly
overthe next five years.
Growth is supported by accelerating
EV adoption, strengthened net zero
regulation and continued investment
in charging infrastructure.
At maturity, demand for EV charger installations is likely
to be more than 6x the market in 2025.
The EV charger market is projected to exceed £300m by 2030.
Momentum is already evident: UK registrations of new battery EVs
in 2025 were 24% higher than the prior year, as OEMs work to meet
Zero Emission Vehicle Mandate requirements.
We are well positioned in this expanding market. Our penetration
of new battery EV sales has increased from 1 in 23 vehicles in the
year to July 2023 to 1 in 10 vehicles in 2025, reflecting the growing
strength and relevance of our Sync Energy EV charging offer.
Watch online
Link EV charger
Launched in 2025, it is an innovative
two‑part EV charger with separate power
control. A consumer unit installed internally
or externally and fullyretrofittable.
You can find out more at:
www.lucecoplc.com
1 in 10 +24%
Our penetration of new
battery EV sales
2025 UK growth in
registrations of new
batteryEVs
2.8
2025
0.4
0.5
0.6
0.7
0.8
0.9
2026 2027 2028 2029 2030 Maturity
17% CAGR
3x
1. Company estimates based on SMMT and industry sources.
UK EV charger installations
1
(units, m)
Strategic Report
Luceco plcAnnual Report and Financial Statements 2025
7
Structural Opportunities From Electrification
Electrification of the
homecreatespotential
for ecosystem-based
solutions.
The UK’s pathway to net zero requires
large‑scale electrification of both
household energy and transport.
UK consumer electricity usage as a proportion of total
demand is projected to increase from 22% in 2025 to
82%by 2050.
Supported by policies such as the phase‑out of new gas boilers
and internal combustion vehicles over the coming decade, this
transition will require millions of homes to install EV chargers
andlow‑carbon heating solutions.
As more energy uses shift from fossil fuels to electricity,
householdelectrical systems must be upgraded to handle
higher loads, increasing demand for wiring accessories, controls,
ultra‑efficient LED lighting and smart devices. Together, these
structural forces mean home electrification is no longer optional
–it is an unavoidable, long‑term transformation creating sustained
demandacross our portfolio.
Watch online
Flow battery
storage system
Scalable, modular battery storage that
optimises use of solar generation and
low‑cost grid electricity.
You can find out more at:
www.lucecoplc.com
82% electric 1 million
Consumer energy
usage by2050
Homes per year to be
converted with low carbon
heating solutions
2025
0%
25%
50%
75%
100%
2030 2035 2040 2045 2050
1. “Future Energy Scenarios: Pathways to Net Zero”, NESO, November 2025. Chart shows range of alternative pathways
to Net Zero. Values shown are midpoint of range.
UK consumer electricity usage as a proportion of total demand
1
Strategic Report
Luceco plcAnnual Report and Financial Statements 2025
8
Structural Opportunities From Electrification continued
Adjusted Operating Profit
£33.8m
2024: £29.0m |
16.6%
Revenue
£271.4m
2024: £242.5m | 11.9%
In 2025 we once again delivered meaningful progress
against our strategy and saw these steps drive an
acceleration in our financial performance
John Hornby
Chief Executive Officer
Performance highlights
I am pleased to report that in 2025 we
once again delivered meaningful progress
against our strategy and saw these steps
drive an acceleration in our financial
performance. We set out to deepen our
exposure to structurally growing Energy
Transition markets, further strengthen our
core categories, and convert operational
discipline into sustainable margin progress.
We delivered on those aims, whilst taking
market share.
Revenue increased by 11.9% to £271.4m
(2024:£242.5m), as we benefited from a
full year of ownership of both D-Line and
CMD alongside delivery of 4.6% like-for-like
growth, which was driven by 84.7% growth
from Energy Transition products. Top-line
growth alongside strong profit conversion
enabled us to exceed market expectations
in delivering Adjusted Operating Profit of
£33.8m (2024: £29.0m).
Free cash flow generation of £30.4m
(2024:£3.5m) was particularly strong.
Having been impacted by a need to carry
additional inventory in 2024 in response
to events in the Red Sea, it was pleasing
to be able to reduce our working capital
as plannedin 2025, as supply chain
constraintsnormalised.
As a result, we were able to reduce our
Bank Net Debt leverage to 1.2x, comfortably
within our target range of 1.0-2.0x, enabling
us to invest in the business to drive further
growth organically as well as giving us good
optionality for further M&A. We remain
focused on product availability, which is a
key requirement of our customer base, but
we are happy with our end of year Bank Net
Debt position of £52.3m (2024: £68.6m).
It was encouraging to see like‑for‑like
revenue growth stepping up in the
second half as we predicted, reflecting
improving demand signals, the impact of
new products, and disciplined execution
throughout the business. This strong sales
momentum entering 2026 alongside
our increasingly significant exposure to
structural growth in the Energy Transition
sector underpins our confident outlook for
the future.
Performance delivery achieved
through sustainable competitive
advantages
Our 2025 performance was the result
of sustainable competitive advantages
that the Group has built consistently over
manyyears. Our integrated design and
manufacturing model continues to be a
significant source of value creation. Our
well-invested facility in China enables faster
product development and consistent
product quality while also delivering cost
and efficiency advantages that are difficult
to replicate.
Over the course of the last two years, we
have refreshed our management team
in China and this has yielded significant
improvements in both internal quality and
procurement savings. These lean practices
combined with a 10.9% increase in volumes
delivered by the China factory in 2025
created the operational leverage required to
convert our strong order book to profit and
cash, supporting another year of Adjusted
Operating Margin expansion to 12.5%
(2024:12.0%).
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Chief Executive Officer’s Review
Performance delivery achieved
through sustainable competitive
advantages continued
The breadth and depth of our channel
relationships also played a critical role
in our progress. We have investedover
manyyears in building strong partnerships
with retailers, wholesalers, installers,
contractors and project stakeholders.
Theserelationships enable us to
maintainvisibility of customer needs,
respond quickly to changes in demand
andbring new products to market with
speed and confidence.
UK performance
In the UK we delivered strong performances
across each of our sales channels.
• Hybrid and Retail sales channels grew
5.0% on a like-for-like basis, supported
by new product launches and robust
end-consumer demand that drove an
order book that consistently grew as
wemoved through the year
• Our UK Professional Wholesale
channel saw significant structural
like-for-like growth of 11.0% as our
strongrelationships enabled us to
seamlessly integrate our growing
rangeof Energy Transition products
intothis already mature channel
• Finally, our predominantly LED-focused
Professional Projects channels grew
3.5% in the UK, following an excellent
performance in DW Windsor and
another good year for our internal LED
Lighting Projects team, which has
consistently grown at above-market
rates since its creation, supported by a
strong product portfolio and an excellent
sales team
International performance
Following a strong prior year comparative
period, our international business
encountered difficult trading conditions
created by evolving tariff and trade
arrangements in international markets.
Trading conditions for our Mexico business
were particularly challenging, though
following some self-help measures
performance stabilised in the second half.
Our European business continues to
grow and is set to benefit from increased
integration with D-Line.
Our Dubai business grew 28.0% in 2024,
and although this was difficult to replicate
in 2025, the business exited the year in a
stronger position and is well placed as we
enter 2026; we will continue to monitor the
Middle East situation.
Our international businesses remain a
key part of our strategy, providing further
opportunities to scale through our existing
product portfolio, whilst also presenting
opportunities to grow our acquired
brands overseas. We look forward to the
opportunities these businesses present
moving forwards.
Our product development capability has
always been an important differentiator
for the Group and in recent years it has
become even more central to our growth
story. In 2025 we further invested in our
development teams, particularly in China
where we now have 96 heads on site at
our manufacturing facility focused on
developing products that will drive future
growth. Not only did we see significant
developments in our Energy Transition
portfolio through the launch of our HEMs
platform and our patented Sync Energy
Link EV charger, but we also enhanced
ourcore ranges.
Our internal LED product ranges were
supported by the launch of our commercial
lighting controls system which powered
the growth we saw in this team in 2025.
Furthermore, our external LED lighting
product portfolio has been enhanced,
including release of our new solar lighting
ranges in DW Windsor, which saw 5.3% sales
growth in 2025. Our BG electrical range
is also evolving as electrification of the
home is driving a need for larger and more
complex circuit protection solutions, which
are able to integrate with solar PV systems
either now or in the future. We are fulfilling
this need through our new range of DC
Isolators and Dual‑row consumer units, sold
under our trusted BG electrical brand and
backed by a ten-year guarantee.
Finally, we are taking steps to use our
well‑recognised Masterplug brand to
extend our reach within the Retail channel
through our new range of “SmartEnergy”
heating solutions, which give consumers
greater control of their home energy usage.
Overall, these product launches supported
our second half performance and will
continue to support our ambitions in 2026.
Over the past five years, the Group has
generated a total of £101.4m of free cash,
demonstrating the resilience of our
operating model through varied market
conditions. Our ability to convert profit into
cash, supported by vertical integration,
effective working capital management and
a consistent focus on margin quality, has
enabled us to effectively self-fund £65.7m of
M&A over the same time period.
Our most recent acquisitions, D-Line and
CMD, are strong businesses with significant
potential for improvement as part of the
Luceco Group.
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Chief Executive Officer’s Review continued
Performance delivery achieved
through sustainable competitive
advantages continued
International performance continued
Integration is progressing well, with
sourcing efficiencies and operational
synergies beginning to flow through. These
acquisitions broaden our channel reach,
deepen our product expertise and enhance
our ability to cross-sell across Trade, Retail
and Professional Projects customers. Their
successful integration demonstrates our
disciplined approach to M&A and our ability
to deliver synergistic growth.
Taken together, these competitive
advantages shaped the performance of the
Group in 2025 and reinforced our belief that
the Group is well positioned to benefit from
the structural forces shaping the long-term
evolution of our markets.
Structural opportunities from
electrification
The electrification of homes, businesses and
transport systems represents one of the
most significant transitions taking place in
the global economy, with the International
Energy Agency (“IEA”) forecasting a
3.9% annual increase in global electricity
consumption to 2027. This transition is
being driven by economic, regulatory and
environmental forces that are expected to
intensify over the medium to long term.
It presents substantial opportunities for
companies with the capabilities required
to develop relevant products, deliver
them at scale and support them through
strong commercial channels. We are well
positioned to participate in key areas of this
transition.
Electrification of transport gathered pace in
2025, with sales of EVs in the UK increasing
23.9%, according to the Society of Motor
Manufacturers and Traders.
As EVs become more widely adopted,
households, workplaces and public
spaceswill require reliable, safe and
effective charging infrastructure.
This is creating demand for integrated
hardware and software solutions that
support flexibility and control. Our
performance in EV charging during the
year confirms that we have developed a
credible and competitive proposition that
aligns with customer expectations in both
residential as well as commercial markets,
including being awarded the contract to
supply EV chargers for Centrica-owned Hive,
the UK’s largest eco-tech brand, in 2025.
Luceco’s EV charger product category
demonstrates the Group’s sustainable
competitive advantages: acquired in 2022,
the business has subsequently benefited
from Luceco’s product development
capabilities, vertically integrated
manufacturing, and superior channel
access. Sync Energy is now one of the
leading EV charger brands in the UK.
As consumer demand for electricity
increases, driven by the electrification of
transport and heating, and the generation
mix moves further towards less predictable
renewable sources, the energy system will
face a growing need to adjust demand
to match supply and carrying capacity
of the grid. At the end of 2024, changes
were made to the code underpinning
electricity trading arrangements in Great
Britain, creating a regulatory framework to
incentivise flexibility of distributed assets
like EV chargers (“Demand Flexibility”).
Luceco has developed its own Sync
Energy smart charging software platform,
and successfully achieved the necessary
metering certification for its hardware,
to enable participation of chargers on its
platform in Demand Flexibility.
The nascent revenue stream relating to
Demand Flexibility in 2025 was immaterial,
but is becoming progressively more
meaningful as we move through 2026,
which gives us the confidence to upgrade
our expectations for the current and
subsequent financial years.
While Demand Flexibility is expected to
offer a sustainable, long-term opportunity,
the regulatory framework, which
determines the economics of participation,
is likely to tighten in the short to medium
term as this new market becomes more
established. At this stage we are assuming
the economic benefits mature over the
next 12-24 months, becoming a more
predictable, recurring and considerable
long-term revenue streamforthe Group.
Electrification within the home is also
accelerating. As solar generation, battery
storage and dynamic energy tariffs
become more accessible, homeowners are
increasingly seeking systems that allow
them to optimise how they consume, store
and schedule energy. This presents an
opportunity to provide intuitive, integrated
systems that make this complexity simple
for consumers. The launch of our HEMs
platform provides us with an entry point
into this growing market. By integrating
smart batteries, hybrid inverters and energy
controls, HEMs provides customers with a
solution that enhances comfort, reduces
cost and supports sustainability goals.
In commercial and public spaces, the
demand for energy-efficient solutions
continues to rise. This includes more
efficient lighting, improved control systems
and products that help reduce total cost of
ownership.
As organisations continue to focus on
carbon reduction, operational efficiency
and lifecycle cost benefits, demand for
lighting and power solutions that support
these objectives is expected to grow. Our
connected and efficient lighting ranges
position us well to support theseneeds.
The evolution of regulation also
supportslong-term demand. During
thepast year, the UK Government
removedplanning requirements for
most EV charger installations, expanded
permitted development rights for heat
pumps, and advanced the Future Homes
Standard, which is expected to phase out
fossil-fuel heating in new homes over time.
Requirements for EV charging
infrastructure have also tightened, with
every new home in the UK with parking
now being required to have an EV charge
point and new commercial buildings with
more than ten parking spaces needing
to have one active EV charger. Whether
through building standards, wiring
regulations or incentives designed to
accelerate the adoption of clean energy
technologies, we expect regulation to
continue reinforcing the structural drivers
behind electrification.
The Group has historically benefited
from such regulatory developments
within ranges such as circuit protection,
and our product roadmap ensures that
we can continue to serve customers as
standardsevolve.
These structural opportunities align
closelywith our strengths. Our brands,
channels and technical capabilities
enableus to deliver products that meet
both the functional and aesthetic needs
ofour customers.
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Chief Executive Officer’s Review continued
Structural opportunities from
electrification continued
Our vertically integrated manufacturing
provides the cost and efficiency advantages
necessary to compete effectively in these
markets.
Our innovation capability ensures that we
can continue to develop relevant solutions
at the speed required to stay ahead of
market developments. As the electrification
transition continues, these strengths place
us in a favourable position to capture
long-term growth.
How our clear strategy positions
usto win
Looking ahead, we have a clear, measurable
strategy that will ensure the Group captures
the growth opportunities presented by
the Energy Transition while maintaining
strong positions in our core categories.
The strategy is built around four priorities
that work together to support sustainable,
profitable growth.
We will grow our presence in
higher-growth product segments
During the year, we significantly expanded
our participation in the Energy Transition
sector with 84.7% growth across these
product lines. These categories are
expected to grow at a faster rate than the
broader electrical products market over
the long term. At maturity, demand for EV
charger installations is estimated to be 6x
the market in 2025 and the emerging HEMs
market provides additional opportunities.
Our early traction in this market gives us
confidence that we have the capabilities
required to compete successfully in both
residential and commercial applications.
We will continue to invest behind
these categories, focusing on product
development, channel expansion and
partnerships that enhance our reach
andrelevance.
We will enhance our existing market
position across our core categories
Our brands hold strong positions in
Wiring Accessories, Portable Power and
LED Lighting, supported by consistent
execution, high service levels and strong
customer relationships. We regularly
review EPOS data supplied by our
customers, giving us clear insight into
how our products are performing with
end consumers. We have been particularly
encouraged by the consistent growth
seen in this data over the last two years. In
2026, we will continue to take a disciplined
approach to pricing and availability,
ensuring that our products remain
competitive and accessible. These actions
will help us maintain relevance across our
major channels and reinforce the strength
of our core business.
We will expand the breadth and
depth of our product range
Our innovation agenda is focused on solving
real customer problems and ensuring that
our products integrate seamlessly within
systems. This includes expanding our
portfolio of connected products, enhancing
ease of installation for installers, and
ensuring that our products meet the needs
of increasingly sophisticated end users. Our
new Sync Energy Link EV charger is a clear
example of this approach.
Its innovative two‑part, patent‑approved
design meets the growing demand for
chargers that blend seamlessly into modern
living spaces while still offering the same
smart technology and access to our own
proprietary Sync Energy App. In 2026,
we will further expand the breadth and
depth of our product range as well as their
supporting software and app integration
and look forward to this innovation fuelling
future organic growth.
We will deliver synergistic growth
through disciplined integration of
acquisitions and continued
operational improvement
The acquisitions of CMD and D-Line
in 2024 added scale and capability in
cable management, commercial power
distribution and value-added accessories.
In2025, we made good progress in
integrating both businesses, embedding
them within our Wiring Accessories
segment, aligning their sourcing and
channel strategies with the Group, and
beginning to realise the early synergy
benefits. We have commenced consultation
on the consolidation of D-Line’s UK facility,
which is expected to simplify operations
and support margin progression. At CMD,
early production synergies have already
begun to flow through inventory.
Outlook
The momentum from the end of 2025
has continued through the first quarter
of 2026, with like-for-like double-digit
revenue growth for the first two months
of 2025. Thishas been driven by strong
performances in the majority of our
productcategories, channels and territories.
While the Board remains mindful of recent
global economic disruption, the impact
of the conflict in the Middle East is not yet
known and the Group is well placed to
manage its operations with appropriate
resilience and contingency measures.
The impact of growth with the benefit of
operationally leveraged manufacturing and
distribution; investments in manufacturing
efficiency; and delivery of acquisition
synergies, support further operating margin
progression.
The Energy Transition product category has
continued to materially outperform new
EV sales in the UK. We have also started to
generate revenue from the participation of
EV chargers in Demand Flexibility. We have
a large installed base of chargers, more than
10,000 of which are generating this revenue
today, and there is significant potential
upside to profit as more are enrolled,
subject to an evolving regulatory framework
and uncertain end-user response rates.
John Hornby
Chief Executive Officer
24 March 2026
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Chief Executive Officer’s Review continued
How we operate creates key competitive advantages
that power above-market profitable growth.
High-quality, low-cost,
vertically integrated manufacturing
Superior brands, channel access
andcustomerrelationships
Proven organic product
development capability
Highly cash generative
withtrack record of M&A
Design
Fulfil
Make
Market
We leverage our fully owned, strategically invested
and vertically integrated manufacturing facility to
optimise production processes, ensuring strong cost
control and maintaining consistently high quality
standards. Our in-house capabilities not only facilitate
growth, but also enable us to remain agile to changes
in supply dynamics and responsive to evolving
customer needs.
Through decades of experience and expertise,
our design team based in the UK have built a
market-leading portfolio of products that can
be applied to meet a broad range of customer
requirements. We are constantly innovating to
enhance the performance and functionality of
ourproducts to position ourselves for future
growthandsustainability.
Our enviable range of well-established brands
enables us to offer a diverse product portfolio,
all sharing the same distinct traits of enhanced
functionality, quality and value. This strong brand
presence provides us with the platform to operate
successfully across multiple market segments from
Professional Wholesalers and Projects, Retailers and
the fast-growing Hybrid sector.
Our strong track record of cash generation provides a
robust financial foundation, enabling us to invest with
confidence while maintaining a disciplined net debt
leverage range of 1-2x. This financial strength supports
ongoing innovation and gives us the flexibility to
pursue value accretive acquisitions. We have the
right platform for a successful “buy and improve”
M&A strategy, selectively targeting opportunities
that create synergies and accelerate our expansion
into new markets and sectors, enhancing long-term
growth and competitiveness.
Impact
2025 marketing campaigns
12
2025 R&D expenditure
£6.3m
Impact
Adjusted Free Cash since 2019
£101.4m
Group M&A investment
since2019
£65.7m
Impact
Adjusted Operating Profit
growth since 2019
Wiring Accessories:
52.8%
LED Lighting:
425.0%
Portable Power:
97.6%
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Sustainable Competitive Advantages in Focus
Impact
+800%
sales price difference
We operate in attractive markets, that are being shaped by key trends.
Plastic socket USB – A/C
Driver
The electrification of homes, businesses and
transport systems represents one of the most
significant transitions taking place in the global
economy. This transition is being driven by
economic, regulatory and environmental forces
that are expected to intensify over the medium
to long term.
Our response
We are extending our reach within the Energy
Transition market. We are increasing our low
carbon sales to ensure we are at the forefront
asconsumers adopt sustainable alternatives.
Our response
We interact regularly with our consumers,
installers and distributors to understand their
emerging needs. Our investment in connected
ranges, including lighting controls, smart
heating and our HEMs platform, positions
uswell as technology adoption accelerates.
Our response
Whether it is our market-leading Wiring
Accessories range, our highly efficient LED
Lighting retrofits, or our Portable Power
products helping our customers get the job
done, our products are helping people invest in
their homes and working environments using
brands they know and trust.
Our response
Our advantaged business model allows us to
update our designs efficiently to meet these
new regulations, manufacture the new product
in our own facilities and bring the product to
market more quickly and effectively than our
competitors.
Driver
Consumers are increasingly demanding
greater control and connectivity from
their wiring devices and lighting, whilst
installers are demanding technologies that
simplify installation. This desire for increased
functionality drives up product value.
Driver
A limited stock of new homes, combined with
consumers spending more time living and
working at home, drives long-term house price
appreciation and existing home renovation.
These trends sustain demand for our products
within repair and remodel projects.
Driver
The electrification of household energy and
transport is a key driver of future growth within
the markets we serve, supported by specific
regulatory changes such as phasing out the
sale of new gas boilers and internal combustion
vehicles over the coming decade.
Impact
All
new homes with parking requiring an
EVcharge point
Future Homes Standard
phasing out fossil-fuel heating
3
amendments to IET wiring regulations
since 2020
Impact
4 million
UK homes below Decent Homes Standard
40%
of UK retail space needs re-purposing
40%
of energy consumption in the UK comes
from buildings
Impact
£40bn
per year investment required for UK
tomeet net zero
22% to 82% electric
change in consumer energy usage by 2050
1 million
homes per year to be converted with
lowcarbon heating solutions
Investment in the
built environment
Electrification and
theEnergy Transition
Technology,
connectivity and control
Regulatory
change
Strategic Report
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Our Attractive Markets
Our advantaged business model enables us to design, manufacture and
deliver high-quality electrification products with speed and efficiency.
People
1,844
Number of employees
Customers
>2,000
Number of customers
Global reach
70
Countries served worldwide
Shareholders
40-60%
Annual dividend payout
Communities
Actively
supporting
training of electrical contractors
Environment
33.7%
Revenue from low carbon products
Our resources How we add value Outcomes
Find out more on pages 9 to 12
Underpinned by our culture
Find out more on pages 52 to 56
Customer‑driven Team‑focused Bold & innovative Principled
Innovative brands
Our established brands combine
modern design, trusted quality and
smart functionality, strengthening
our business model that enables us
to design, manufacture and deliver
differentiated products at pace.
Our people
Our people bring energy, expertise and
a proud “can-do” attitude to everything
they do. They drive the business forward
by ensuring the smooth and effective
operation of our business model.
Specialist knowledge
We draw on specialist technical,
commercial and manufacturing
knowledge to design better products,
respond quickly to market needs and
operate an agile, integrated business
model that drives long-term value.
Experienced leadership team
We draw on the experience and
judgement of our leadership team
to guide strategic decisions, foster a
strong culture and ensure disciplined
execution across our business model.
Design
• We are the innovators within the product
categories we serve, creating products that
command premium positioning and support
margin growth
• We bring new ideas to market quickly through
in-house design teams
• Our designs offer great quality at a great price
• Our designs start with the customer in mind,
ensuring functionality, usability and aesthetic
appeal are built in from the start
Fulfil
• Our supply chain is flexible and responsive,
adapting quickly to customer needs
• We deliver consistently high outbound service
levels across all channels
• We carefully manage inventory to ensure
availability where and when it’s needed
• We use advanced technology to optimise
planning, fulfilment and logistics
• We provide products as part of complete
solutions, supporting installers, retailers and
endusers with everything they need
Make
• We operate a vertically integrated manufacturing
model
• Our production output is able to quickly adapt to
changing demand
• Our facilities are well invested, allowing us to
make high-quality, low-cost products
• We have long-established OEM partners
• Our customers know where our products come
from and the conditions in which they are made
Market
• We have long-standing relationships with many of
the industry’s largest customers, built on reliability
and service
• We have a highly skilled and experienced sales
team who understand customer needs and
convert this insight into commercial success
• We operate across diverse but complementary
channels
• We invest in our digital presence to enhance
engagement and visibility
• We invest in the next generation of electrical
contractors
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Our Advantaged Business Model
Our purpose: Our strategic priorities:
To help people
harness power
sustainably in
everyday life.
Across the Group we are focused on
providing innovative, energy-efficient
electrical and lighting solutions. Committed
to sustainability and customer satisfaction,
the Company aims to enhance lives by
delivering high-quality products that
contribute to a brighter, more efficient
andenvironmentally conscious future.
1
Grow our presence in higher-
growth product segments
2
Enhance our existing
market position
Measuring our performance Measuring our performance
The drive towards electrification is fundamentally
reshaping our markets and creating structural growth
in key product areas. This shift presents a significant
opportunity for organisations positioned to respond
quickly and lead the transition.
Over the past decade, we have consistently expanded our
share of the markets we operate in, establishing enviable
positions across multiple product categories. Building on
these strong foundations, supported by long-term growth
drivers, we will continue strengthening and enhancing
our existing market presence.
Our focus
We are focused on growing our presence in higher-growth
product segments by targeting areas where electrification is
reshaping demand and where we hold a clear competitive
advantage. EV charging remains a major strategic priority
across Retail, Hybrid and Wholesale channels, supported
by accelerating adoption and strong category momentum.
Alongside this, HEMs represents a compelling opportunity as
households increasingly integrate EV charging, solar, battery
storage and heating technologies. By entering adjacent markets
with attractive long-term growth prospects, we are broadening
our portfolio, strengthening our relevance to customers and
positioning the Group to capture the structural shift underway.
Progress in 2025
Energy Transition products grew 84.7% in the year, supported
by product launches including our new Link EV charger, while
our existing products including our Wall Charger 2 and range
of charging cables are also taking market share through access
to our mature routes to market. Looking forwards, introduction
of our HEMs positions the Group firmly within the accelerating
transition to smarter, cleaner residential energy.
Our focus
To strengthen and enhance our existing market position, we
remain a reliable, value-adding partner to key customers across
Retail, Hybrid and Wholesale channels. We continually innovate
the services that sit alongside our products, improving the
customer experience, deepening loyalty and increasingly selling
our solutions as integrated packages rather than standalone
items. Product innovation, such as advanced lighting controls,
further reinforces our relevance in core categories. In addition,
we are unlocking growth through greater cross-selling between
our lighting brands, ensuring customers benefit from a broader,
more cohesive offering across the full project lifecycle.
Progress in 2025
Delivering strong execution across Wiring Accessories,
LEDLighting and Portable Power. We closely monitor EPOS
data supplied by our customers, giving us clear insight into
how our products are performing with end consumers. We
were particularly encouraged by the consistent growth seen
throughout the year. Through consistently high product and
service levels, supported by strong channel access, we are
confident that we are continuing to win in our chosen markets.
Revenue from Energy Transition (£m)
2025
2024
2023
18.1
9.8
7.8
Like-for-like revenue growth (%)
2025
2024
2023
4.6
5.8
1.7
Strategic Report
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16
Our Strategy in Focus
Our strategic priorities: continued
3
Expand the breadth and
depth of our product range
4
Deliver synergistic
growth
Measuring our performance Measuring our performance
Developing our product range is key to ensuring we
capture growth opportunities within our industry.
Market-leading innovation across both products and
accompanying services enables us to meet evolving
customer needs, enter adjacent categories and strengthen
our relevance across fast-changing end-markets.
We will deliver synergistic growth by leveraging our
strong cash generation to pursue a disciplined “buy and
improve” strategy, targeting acquisitions that enhance
margins, unlock synergies and expand our capabilities in
high-growth electrification categories.
Our focus
We will expand the breadth and depth of our product range
by continuing to innovate at pace, designing high-functioning,
higher-margin devices that address both existing and emerging
customer needs. Our innovation pipeline spans new categories
such as HEMs solutions, enabling us to strengthen our position
in fast-growing electrification markets. This approach is
underpinned by our customer-driven, bold and innovative
culture, which shapes every stage of product development.
By combining technical expertise with real customer insight,
we can broaden our portfolio with solutions that enhance
performance, improve usability and reinforce our relevance
across all channels.
Progress in 2025
We advanced our priority to expand the breadth and depth
of our product range. This included the launch of innovative
solutions across EV chargers, lighting and home energy,
broadening our portfolio and reinforcing the quality and
relevance of our brands. These developments strengthen our
ability to serve a wider range of customer needs and support
future organic growth.
Our focus
We will use our technical capability and experience to enhance
the performance of acquired businesses. Our engineering
teams in China play a critical role, enabling us to optimise
designs, improve product quality and insource manufacturing
where it delivers value. We will use our existing contacts to
improve product sourcing from China, unlocking material cost
efficiencies and expanding their range. In parallel, we capture
opportunities to cross-sell, for example making our existing LED
portfolio available to CMD’s talented project and sales teams.
Progress in 2025
We delivered synergistic growth through disciplined integration
of D-Line and CMD, alongside operational efficiency gains within
our manufacturing footprint. These actions supported margin
progression and enhanced cash generation, ensuring we remain
well positioned to invest behind our long-term ambitions.
Research and development expenditure (£m)
2025
2024
2023
6.3
5.1
3.6
Adjusted Operating Margin (%)
2025
2024
2023
12.5
12.0
11.5
Strategic Report
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17
Our Strategy in Focus continued
Product
innovation
We drive product innovation by combining
strong customer insight with robust engineering
capability, creating differentiated, high-quality
solutions that strengthen our brands and open
opportunities in fast-growing markets.
R&D expenditure
£6.3m
R&D specialists
155
Link to strategy:
1
 Grow our presence in higher-growth product segments
2
 Enhance our existing market position
3
 Expand the breadth and depth of our product range
4
 Deliver synergistic growth
Watch online
Jiaxing factory
Working alongside UK designers, our well-invested Jiaxing factory
provides the engineering capability required to develop high-quality
solutions.
You can find out more at: www.lucecoplc.com
Strategic Report
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18
Our Established Growth Levers
We grow through innovation, designing and
manufacturing products that shape the future
ofelectrification.
Product innovation in action
Link EV charger
The Sync Energy Link
EV charger represents
a major step forward
in design-led home
EVcharging, delivering
powerful7.4kW performance
in an
ultra-compact,
architecturally
discreet form.
Its innovative two‑part, patent‑approved
design integrates a recessed or
surface‑mounted outlet with a separate
pre‑wired metal control box, eliminating
visible wiring and dramatically reducing
installation time. At just 37mm deep when
recessed, Link achieves a minimalist finish
without compromising durability, supported
by IP65 and IK10 ratings for robust outdoor
performance.
Despite its compact footprint, Link still
delivers on functionality with dynamic
7.4kW charging, built‑in Type A RCD and
SPD protection, Tariff Sense cost‑tracking,
Auto Solar Charging for excess PV utilisation,
and full app‑based control. The result is a
future‑ready, installer‑friendly charger that
combines sleek aesthetics with intelligent
energy management, setting a new
benchmark for residential EV charging.
Compact, patent-approved
design
Premium features with
fullapp-based control
Our products have long been recognised
for combining modern design, trusted
quality and smart functionality, and in
2025 we have continued to build on this
capability across our product portfolio. Our
focus remains on developing products that
solve real customer problems, embrace
emerging technologies and support the
long-term transition to a more electrified
and energy-efficient world.
A central milestone this year was the
launch of our HEMs Flow range, which
integrates modular battery storage with
smart app‑based controls into a single,
flexible platform. Flow enables homeowners
to optimise how they store, consume and
generate energy, capturing solar power,
shifting load to off-peak periods, and
reducing bills by as much as 75% through
intelligent scheduling and automation. The
system is designed to be plug-and-play
for installers and scalable for future
technologies, positioning Sync Energy as
a significant innovator in the fast-growing
home energy sector.
Within EV charging, the new Link EV
charger expands our offering with a
compact, fully smart and easy-to-install
option designed for mass-market adoption.
This complements the Sync Energy Wall
Charger 2, which this year became part
of Hive’s Home ecosystem, enabling
customers to access advanced scheduling,
smart tariffs and real-time insights.
In lighting, DW Windsor introduced Sierra
Solaflex, a major breakthrough in solar
street lighting. Its tiltable, independently
orientated solar panel captures two to three
times more energy than standard horizontal
panels, providing consistent, year-round
performance without compromising
aesthetics. Across internal LED lighting, our
ranges were supported by the launch of our
commercial lighting controls system which
powered the growth we saw in this team
in2025.
Our BG electrical range is also evolving
as electrification of the home is driving a
need for larger and more complex circuit
protection solutions, which are able to
integrate with solar PV systems either
nowor in the future.
We are fulfilling this need through our
new range of DC Isolators and Dual‑row
consumer units, sold under our trusted BG
electrical brand and backed by a ten-year
guarantee.
We have also extended the Masterplug
portfolio with our new SmartEnergy range,
a new family of connected electric heaters
and cooling devices designed to help
consumers reduce energy consumption
and improve comfort at home. Employing
live energy tracking, app-based scheduling
and zone-based heating, these products
help consumers manage their energy use
more effectively.
Together, these launches demonstrate
a Group that is innovating with purpose:
deploying technology, design and customer
insight to create products that are smarter,
safer and more sustainable, supporting
long-term growth across all our markets.
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19
Our Established Growth Levers continued
Product innovation
Through
M&A
We have complemented the Group’s long
historyof organic growth with acquisitions
funded by our own cash generation.
Group M&A investment since 2019
£65.7m
2025 revenue from businesses
acquired since 2019
£83.2m 
Link to strategy:
1
 Grow our presence in higher-growth product segments
2
 Enhance our existing market position
3
 Expand the breadth and depth of our product range
4
Deliver synergistic growth
Find out more
You can find out more at:
www.lucecoplc.com
Strategic Report
Luceco plcAnnual Report and Financial Statements 2025
20
Our Established Growth Levers continued
Our “buy and improve” growth strategy
1. Growth through new
marketentry
2. Growth through new product
categories
3. Clear design and manufacturing
synergies
4. Opportunities to cross-sell
We target businesses that provide
access to new geographies, channels
or customer groups where we believe
the Group’s brands, product portfolio
and operating model can outperform.
This allows us to extend our reach
beyond our core markets, diversify our
revenue base and position the Group
for structurally supported growth,
particularly in areas influenced by
electrification and energy efficiency
trends.
We look for opportunities to broaden
our product range in adjacent
or fast-growing categories that
complement our existing capabilities.
Recent acquisitions have strengthened
our positions in areas such as
exterior lighting, cable management,
commercial power distribution and EV
charging. These additions deepen our
participation in higher-value segments
and enhance the breadth of solutions
we can offer to customers.
A core element of our investment
framework is the ability to integrate
acquired businesses into our vertically
integrated model. We prioritise targets
where we can leverage shared design
expertise, sourcing scale, in-house
manufacturing and operational
efficiencies. This synergy potential
not only improves margins and
cash generation but ensures we can
enhance the competitiveness of the
acquired product ranges.
We seek acquisitions that unlock
cross‑selling opportunities across our
established channels. By combining
acquired product ranges with the
strength of our brands and customer
relationships, we broaden the solutions
available to retailers, wholesalers and
project customers. This creates multiple
revenue streams post-acquisition
and accelerates the returns from
integration.
Relevant recent acquisitions: Relevant recent acquisitions: Relevant recent acquisitions: Relevant recent acquisitions:
We use disciplined, synergy-driven M&A to strengthen our market
positions, broaden our capabilities and accelerate growth into new
oradjacent markets.
M&A is a core lever of growth for the Group, enabling us to strengthen our strategic positions and accelerate our participation in higher-growth markets. Our approach is disciplined
andfocused, guided by four clear investment criteria that ensure each acquisition delivers meaningful strategic and financial value.
Together, these criteria ensure that each transaction enhances the Group strategically, operationally and financially. Our strong cash generation and disciplined approach give us the
capacity to pursue acquisitions that complement our organic growth engine, while maintaining a prudent leverage position. As a result, M&A continues to play a pivotal role in building
scale selectively, expanding our capabilities and strengthening our long-term value creation for shareholders.
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21
Our Established Growth Levers continued
Through M&A
Our Key Performance
Indicators provide
aclear measure of
ourstrategic success
and are closely linked
toexecutive
remuneration.
Key
 Drive executive remuneration outcomes
Key to strategic priorities
1
 Grow our presence in higher-growth
product segments
2
 Enhance our existing market position
3
 Expand the breadth and depth
of our product range
4
Deliver synergistic growth
Key to principal risks
1
Operational concentration risk
2
 Customers and products concentration risk
3
 Macroeconomic, political and environmental
4
Loss of IT/data
5
People and labour shortages
6
Acquisitions
7
Legal and regulatory
8
Finance and treasury
Revenue from Energy Transition
(£m)
2025
2024
2023
18.1
9.8
7.8
Why we use this metric
We are focused on growing our presence in
higher-growth product segments with Energy
Transition products representing a major strategic
priority supported by accelerating adoption and
strong category momentum.
Progress against our strategy in 2025
We are delighted with the progress made in 2025
with EV charging sales growing 84.7%, supported
by new product launches accelerating adoption
and strong category momentum.
Link to strategy
1
Link to risks
1
2
3
5
6
8
Adjusted Operating Margin
(%)
2025
2024
2023
12.5
12.0
11.5
Why we use this metric
We aim to deliver synergistic growth, using our
technical capability and experience to enhance
the performance of our existing business and
acquisitions.
Progress against our strategy in 2025
The business successfully grew Adjusted
Operating Margin 50bps, supported by lean
practices in both the UK and our manufacturing
operation in China.
Link to strategy
4
Link to risks
2
3
5
6
8
Like-for-like revenue growth
(%)
2025
2024
2023
4.6
5.8
1.7
Why we use this metric
This metric demonstrates our ability to enhance
our existing market position by acting as a
value-adding partner to key customers across
ourchannels.
Progress against our strategy in 2025
Despite mixed markets in the year, we have
achieved 4.6% like-for-like growth driven by
significant progress across our UK-based
saleschannels.
Link to strategy
2
Link to risks
1
3
5
6
8
Research and development
expenditure (£m)
2025
2024
2023
6.3
5.1
3.6
Why we use this metric
We invest in research and development in order
for us to continue to expand the breadth and
depth of our product ranges to meet existing
andemerging customer needs.
Progress against our strategy in 2025
In 2025 research and development represented
2.3% of sales and contributed to key product
development including HEMs, EV charging and
solar lighting.
Link to strategy
3

Link to risks
4
5
6
7
Adjusted Free Cash Flow
(£m)
2025
2024
2023
30.4
3.5
18.0
Why we use this metric
A key metric for executive remuneration, strong
Adjusted Free Cash Flow generation allows us to
invest in our business, make targeted acquisitions
and deliver returns to shareholders.
Progress against our strategy in 2025
We are pleased by strong cash generation in 2025
following a requirement to build working capital
in response to supply chain constraints in 2024.
Link to strategy
1
2
3
4
Link to risks
1
2
3
4
5
6
8
Adjusted Profit After Tax
(£m)
2025
2024
2023
22.6
19.2
17.3
Why we use this metric
This metric demonstrates the returns we deliver
to shareholders and is therefore a key measure
for Group performance and also for executive
remuneration.
Progress against our strategy in 2025
2025 was a further year where we have been able
to demonstrate the strategic actions we have
taken are delivering sustained profitable growth.
Link to strategy
1
2
3
4
Link to risks
1
2
3
4
5
6
8
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22
Measuring our Performance
Revenue growth
+11.9%
2024: +16.0%
Adjusted Operating Margin
12.5%
2024: 12.0%
Adjusted Earnings Per Share
15.0p
2024: 12.5p
Bank Net Debt ratio
1.2x
2024: 1.6x
Revenue
£271.4m
2024: £242.5m
Adjusted Operating Profit
£33.8m
2024: £29.0m
Strong performance during 2025
withanacceleratedsecond half
Will Hoy
Chief Financial Officer
Summary of reported results
Summary results (£m)
Reported
2025
Reported
2024
Revenue 271.4 242.5
Operating profit 31.6 23.2
Profit before tax 24.7 18.9
Taxation (4.4) (4.3)
Profit for the year 20.3 14.6
Operating profit of £31.6m was £8.4m higher than 2024 as a result of strong performance
from both organic and acquisition activity.
Alternative performance measures and adjusting items
Certain alternative performance measures (“APMs”) have been included within this report.
These APMs are used by the Board to monitor and manage the performance of the Group,
in order to ensure that decisions taken align with the Group’s long-term interests. A table
summarising the reconciliation of adjusted measures to statutory measures is included in
note 1 of the consolidated financial statements.
The following adjusting items were applied in the year:
• Amortisation of acquired intangibles: £3.3m (2024: £2.3m) and acquisition-related
costsof £0.7m (2024: £3.8m)
• Fair value movements of hedging portfolio which have not completed in the period
which was a £1.8m credit (2024: £0.3m credit)
• Interest rate swap costs of £0.4m (2024: £0.2m) and bank debt refinancing fees of £0.5m
(2024:£nil)
Adjusted Operating Profit for the year was therefore £33.8m (2024: £29.0m) and Adjusted
Profit Before Tax was £27.8m (2024: £24.9m). See note 1 for further information.
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Chief Financial Officer’s Review
Income statement
Revenue
Revenue bridge: £m Change %
2024 242.5
Acquisitions/closures 21.0 8.7%
Like-for-like increase
1
11.1 4.6%
Constant Currency
2
274.6 13.2%
Currency movements (3.2) (1.3)%
2025 271.4 11.9%
1. Like-for-like revenue (see note 1) increase excludes the impact of currency movements and acquisitions, see
note 20 of the financial statements for currency rates.
2. 2025 revenue retranslated at 2024 exchange rates.
Revenue of £271.4m was £28.9m (11.9%) higher than 2024 with particularly strong revenue in
the second half of the year, after a slow start in quarter one. Like-for-like revenue, excluding
the impact of currency and acquisitions, increased by £11.1m or 4.6% in the year. The
second half like-for-like revenue increased by £8.9m or 6.7%, compared to 2.0% like-for-like
growth in the first half. Products sold relating to the Energy Transition have been key to the
underlying growth with £18.1m of sales from EV chargers, which is an increase of 84.7%.
The Group performed strongly, like-for-like, in the Residential markets with results up 4.7%
and in the non-residential and infrastructure markets up by 4.3%. Based on the data from
the Construction Products Association (“CPA”), the market was expected to be flat in 2025,
which compares to our overall like-for-like increase of 4.6%.
We group our customers into the following sales channels:
• Retail: Distributors serving consumers only, including DIY sheds, pure-play online
retailers and grocers
• Hybrid: Distributors serving both consumers and professionals, typically with
multi-channel service options
• Professional Wholesale: Distributors serving professionals only, largely via a
branchnetwork
• Professional Projects: Sale agreed by Luceco direct with professionals, but largely
fulfilled via Professional Wholesale
Performance by sales channel was as follows:
Like-for-like revenue by sales channel:
2025
£m
2025
% of total
2024
% of total
Change vs
2024 %
Retail 72.3 28.5% 26.4% (0.8)%
Hybrid 54.9 21.7% 21.9% 11.4%
Professional Wholesale 64.4 25.4% 26.1% 8.4%
Professional Projects 62.0 24.4% 25.6% 1.4%
Like-for-like revenue (see note 1) 253.6 100.0% 100.0% 4.6%
Currency impact (3.2)
Acquisitions/closures 21.0
Total revenue 271.4 11.9%
Our Hybrid and Retail channels combined represent half of the Group’s revenue and on
a like-for-like basis grew by 4.1%, with strong volume growth in particular from electrical
wiring products and EV chargers. The Professional channel, including both Wholesale and
Projects, grew by 5.1% overall in the period, with strong growth in EV chargers.
Revenue by geographical location of customer:
2025
£m
2024
£m
Change vs
2024 %
UK 214.6 184.2 16.5%
Europe 24.1 21.5 12.1%
Americas 20.1 22.5 (10.7)%
Middle East and Africa 9.4 10.3 (8.7)%
Asia Pacific 3.2 4.0 (20.0)%
Total revenue 271.4 242.5 11.9%
Revenue by geography and location of the customer highlights the importance of the
UK market – representing just less than 80% of revenue for the Group and growing by a
significant 16.5% during the period, aided by CMD and D-Line. During the year, the growth
of the European customer base has been encouraging with growth of 12.1%. The impact of
tariffs has had a minor impact on the Americas customer base – but Americas represents
less than 9% of the Group’s totalrevenue.
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24
Chief Financial Officer’s Review continued
Income statement continued
Profitability
Adjusted Operating Profit of £33.8m for 2025 was £4.8m ahead of 2024. The key drivers were
as follows:
Adjusted Operating Profit bridge:
Bridge from
2024
£m
Bridge from
2023
£m
Adjusted Operating Profit 2024/2023 29.0 24.0
Acquisitions/closures 2.6 1.9
Organic increase/(decrease)
1
2.2 3.1
2025/2024 33.8 29.0
1. Organic movements exclude the impact of acquisitions.
The net impact of acquisitions and closures was £2.6m, which reflects the acquisitions
of D-Line and CMD during 2024. Overall Adjusted Operating Profit grew by £2.2m on an
organic basis, which is a strong result given our investment during the year into the Energy
Transition.
Operating costs increased by £11.4m, of which £6.6m was acquisition related, with the
balance of £4.8m due to wage inflation and investment in Energy Transition related activity.
Net finance expense
Adjusted Net Finance Expense increased by £1.9m, reflecting an increase in our facility
which was signed in May 2025 for £120m expiring in May 2028, and is in place to support the
Group’s acquisitions and working capital requirements as the Group grows. The Group has
an option for a further two years which would then expire in May 2030.
Taxation
The effective tax rate on Adjusted Profit Before Tax decreased from 22.9% to 18.7% in 2025
asa result of recognition of a deferred tax asset in relation to US losses from prior years.
Adjusted Free Cash Flow
Adjusted
1
Free Cash Flow (£m)
Adjusted
1
2025
Adjusted
1
2024
Operating profit 33.8 29.0
Depreciation and amortisation 9.3 7.9
EBITDA 43.1 36.9
Changes in working capital 5.3 (17.2)
Other items 1.2 2.0
Operating cash flow 49.6 21.7
Operating Cash Conversion
2
146.7% 74.8%
Net capital expenditure (8.6) (7.8)
Interest paid (6.0) (4.1)
Tax paid (4.6) (6.3)
Free cash flow 30.4 3.5
Free cash flow as % revenue 11.2% 1.4%
1. A reconciliation of the reported to Adjusted results is shown within note 1 of the consolidated financial
statements.
2. Adjusted Operating Cash Conversion is defined as Adjusted Operating Cash Flow divided by Adjusted
Operating Profit.
The Group’s Adjusted Free Cash Flow of £30.4m in the period was £26.9m better than the
prior year due to the reversal of the working capital outflow seen in 2024, higher operating
profit and lower tax payments.
Capital expenditure
The Group’s net capital expenditure consists of capitalised product development costs and
the purchase of physical assets. Capex was £8.6m (2024: £7.8m) and represented 3.2% of
revenue (2024: 3.2%) which is in our target range of 3-4%.
We continue to see opportunities to invest in low-risk, high-return automation projects
in our Chinese production facility and continue to invest in R&D projects, particularly in
relation to acquired businesses.
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25
Chief Financial Officer’s Review continued
Capital structure and returns
Return on capital
Return on Capital Invested was in line with the prior year at 20.2% (2024: 20.2%) which
remains on our target range of 20% or higher. As previously flagged, our returns will
naturally moderate as Luceco plc transitions from a Group created organically to one
growing via M&A as well (with its required investment in goodwill).
Capital structure
The business continues to consistently generate ample cash flow to support its dividend
policy and fund M&A activity.
2025 2024 Change %
Reported net debt £59.9m £75.1m (20.2)%
Less: IFRS 16 finance leases £(8.0)m £(7.2)m 11.1%
Finance leases – pre-IFRS 16 £0.4m £0.7m (42.9)%
Bank Net Debt £52.3m £68.6m (23.8)%
Bank Net Debt : Bank EBITDA 1.2 1.6 (25.0)%
The Group’s non-utilised facilities totalled £68.7m. The Group signed a £120.0m facility on
the 21 May 2025 which expires in May 2028 but has the optionality of extending further by
two years to May 2030.
The Company’s covenant position and headroom at 31 December 2025 was as follows:
2025 full-year covenant Covenant Actual Headroom
Bank Net Debt :
BankEBITDA
3.0 : 1 1.2 : 1 Bank Net Debt headroom: £68.7m
Bank EBITDA headroom: £27.6m
Bank EBITDA : Adjusted
NetFinance Expense
4.0 : 1 7.5 : 1 Bank EBITDA headroom: £21.0m
Net finance expense headroom: £5.3m
The key measures which management use to evaluate the Group’s use of its financial
resources and capital management are set out below:
2025 2024
Adjusted
1
Earnings Per Share (pence) 15.0 12.5
Bank Net Debt : Bank EBITDA (times) 1.2 1.6
Adjusted
1
Free Cash Flow (£m) 30.4 3.5
1. Note 1 in the notes to the consolidated financial statements provides an explanation of the Group’s
alternative performance measures.
The Group complied with its covenant requirements throughout the year with significant
headroom on all metrics. The Group has conducted a full going concern review and this
is outlined on page 136. The Group has a strong balance sheet and significant facility
headroom under even a severe but plausible downside scenario. No covenant breaches
occur in any of our severe but plausible downside scenarios, all of which are before any
mitigating actions, illustrating our financial resilience.
Dividends
The Board is proposing to pay a final dividend of 4.2p, taking the full-year dividend to 6.0p,
representing a payout of 40% of earnings. If approved at the Annual General Meeting, the
final dividend will be paid on 22 May 2026 to shareholders on the register on 10 April 2026.
The ex-dividend date will be 9 April 2026.
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26
Chief Financial Officer’s Review continued
Operating segment review
The revenue and profit generated by the Group’s operating segments are shown below. Operating profits are stated after the proportional allocation of fixed central overheads.
Wiring Accessories
Adjusted
1
Reported
2025 2024 Change 2025 2024 Change
Revenue £131.4m £108.9m 20.7% £131.4m £108.9m 20.7%
Operating profit £19.4m £19.1m 1.6% £18.1m £14.9m 21.5%
Operating margin % 14.8% 17.5% (2.7)ppts 13.8% 13.7% 0.1ppts
1. Further details of adjustments are in note 1 of the consolidated financial statements.
Wiring Accessories is the Group’s most profitable segment, generating 57% of the Group’s operating profit and 48% of its revenue, under a brand established over 80 years ago.
Sales into the Wiring Accessories segment were £131.4m, which was a significant increase of 20.7% over 2024, largely driven by the Hybrid and Retail channels. Additionally, this segment
includes the acquired businesses of D-Line and CMD. The Adjusted Operating Margin was 14.8% (2024: 17.5%) which is margin enhancing to the Group’s overall 12.5% rate.
LED Lighting
Adjusted
1
Reported
2025 2024 Change 2025 2024 Change
Revenue £79.3m £78.4m 1.1% £79.3m £78.4m 1.1%
Operating profit £6.3m £4.1m 53.7% £5.3m £2.7m 96.3%
Operating margin % 7.9% 5.2% 2.7ppts 6.7% 3.4% 3.3ppts
1. Further details of adjustments are in note 1 of the consolidated financial statements.
The Group entered the lighting market in 2013 as the industry adopted LED technology and it now represents 29% of Group revenue.
Revenue was up on the prior year by 1.1% despite challenges in the infrastructure channel. Adjusted Operating Profit has improved year-on-year with various initiatives across the Group
streamlining our business. Demand remains particularly strong in the Professional Projects space, as demand for energy-saving retrofits within the non-residential and infrastructure
sectors continues to grow.
Portable Power
Adjusted
1
Reported
2025 2024 Change 2025 2024 Change
Revenue £60.7m £55.2m 10.0% £60.7m £55.2m 10.0%
Operating profit £8.1m £5.8m 39.7% £8.2m £5.6m 46.4%
Operating margin % 13.3% 10.5% 2.8ppts 13.5% 10.1% 3.4ppts
1. Further details of adjustments are in note 1 of the consolidated financial statements.
Strategic Report
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27
Chief Financial Officer’s Review continued
Operating segment review continued
Portable Power continued
The Portable Power segment consists of two main elements:
• Energy Transition products under the Sync Energy and Masterplug brands
• Cable reels, extension leads and associated accessories sold under the
Masterplugbrand
The business generated 23% of Group revenue and 24% of Group Adjusted Operating Profit
which is an increase on the prior year. Revenue increased by a significant 10% in the period
with strong performance from our Energy Transition products which was partly offset by
more challenging conditions in the traditional Portable Power segment.
Energy Transition revenue from EV chargers totalled £18.1m, a growth rate of 84.7% in the
period, which is a fantastic result. We remain excited about the opportunities, in both retail
and commercial spaces, that this new sector will provide as the vehicle market moves
towards electrification.
Going concern and viability statement
The Directors have a reasonable expectation that the Group has adequate resources to
continue in operational existence for the foreseeable future and as such have applied the
going concern principle in preparing the Annual Report and Financial Statements. This is
considered in more detail in note 1 of the consolidated financial statements. The Group’s
Viability Statement can be found on pages 67 and 68 and the Group’s Going Concern
Statement can be found on page 136.
Will Hoy
Chief Financial Officer
24 March 2026
Strategic Report
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28
Chief Financial Officer’s Review continued
Environment, Social
andGovernance
We believe that through the way we act,
the Group has a significant opportunity
to create a lasting positive impact on the
world around us.
Environment, social and governance at a glance
Creating a
sustainable future
Empowering
people
Working with integrity
and transparency
£91.5m
Revenue generated from
low carbon product
categories
A-
2025 CDP Score
Top 5% of FTSE SmallCap
index
69.0%
Employee engagement
score
£0.4m
Invested in learning and
development tools
Good and
Committed
2025 EcoVadis rating
29
Customer site visits to our
manufacturing facility
inChina
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29
We address three key areas of focus:
Creating a
sustainable future
Operating sustainably is a key part of the Group’s culture
and is reflected within our Purpose, Mission and Strategy,
where we have made sustainability a central pillar of the
Group’s success. Our product portfolio, combined with our
business model and experience, puts us in a strong position
to help create a sustainable future for all. Our immediate
targets have focused on realigning our product portfolio to
concentrate on the sale of low carbon products, ensuring
the plastic we use in packaging is minimised and where
itisused, we prioritise recycled materials.
We continue to procure renewable electricity for our sites
and have been doing this since 2022. With CMD and D-Line
joining the Group in 2024, reported emissions, energy
consumption and renewable energy procurement have
been integrated into the Group reporting. Furthermore,
ourScope 1 and Scope 2 emissions have been offset to
achieve carbon neutral operations.
.
The key to our business model operating effectively is the
“can-do” culture created by our fantastic teams. In order for
this culture to continue to flourish, we need our people to
feel empowered to excel in their work at Luceco Group. We
endeavour to recruit people from a range of backgrounds
who are passionate about innovation and customer service.
We invest in the training and development of new and
existing employees and we make sure we engage with our
teams to improve their experience and help them feel part
of the business.
Beyond our own teams we also look to empower those who
use our products. We provide professionals with access to
free training resources and are supporting the development
of the next generation of electrical contractors.
We are committed to acting with integrity and transparency
at all times, not just because it builds trust with those we
work with, but because it is the right thing to do. As a global
business, operating in markets and countries with different
cultures and practices, we maintain consistently high
ethical standards by following our global Code of Conduct.
We follow health and safety best practices and all local
regulations, always striving to promote the health of
our people and to minimise risks in the workplace. Our
approach is supported by strong corporate governance
and zero-tolerance policies in relation to behaviour which
does not align to our values, and we endeavour to ensure
our suppliers share those same values. Finally, we are
keen to contribute to the communities we operate in
andencourage our people to propose ways we can help.
Empowering
people
Working with integrity
and transparency
Find out more on page 31 Find out more on page 52 Find out more on page 55
Strategic Report
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30
Environment, Social and Governance continued
Creating a sustainable future
How we are creating a sustainable future
Action in the year Read more Status
Task Force on Climate-related Financial Disclosures
• Climate working groups
Page 32
• Review of risks Pages 33 to 40
• Scenario analysis Pages 44 to 45
Greenhouse gas emissions
• Commitment to measure and reduce greenhouse
gas emissions
Pages 46 to 51
Sustainability objectives
• Preparing for new IFRS S2 Climate‑related
Disclosure Standards
Pages 46 to 51
• Third-party verification of Scope 1, 2 and Scope 3
Category 11 (Use of Sold Products) emissions
Pages 46 to 51
• Ongoing engagement on EcoVadis standards
Pages 46 to 51
• Development of lifecycle carbon footprint
assessments
Pages 46 to 51
Key to status
Ahead of target On target Ongoing improvement
Complete
Climate change
We recognise that climate change poses
both risks and opportunities for our
business. The electrification of homes,
businesses and transport systems
represents one of the most significant
transitions taking place in the global
economy, with the International Energy
Agency (“IEA”) forecasting a 3.9% annual
increase in global electricity consumption.
We have a joint mandate internally and
from our stakeholders for meaningful
action on climate change and to tackle
our greenhouse gas emissions as well
as driving growth in our revenue from
products that help our customers transition
to a low carbon future. Recognising
this, climate change is included within
our “Macroeconomic, political and
environmental” principal risks and our
low carbon products are a central focus of
our growth strategy. As society transitions
towards a net zero future and the Energy
Transition, we are well positioned to make
an increasing contribution to society’s
climate objectives through our products
and services.
Task Force on Climate-related
Financial Disclosures (“TCFD”)
Luceco Group plc has complied with the
requirements of the FCA’s Listing Rule
6.6.6.R(8) by including climate-related
financial disclosures consistent with
the TCFD recommendations and
recommended disclosures. Our report
is set out under the four TCFD pillars of
Governance, Risk Management, Strategy,
and Metrics and Targets.
In reviewing and approving the Annual
Report and Financial Statements, the
Board reviewed and approved the TCFD
disclosures set out on pages 31 to 50.
Governance
Board-level
The Board has overall responsibility for
climate-related matters that affect the
Group. The “Matters reserved for the
Board” include Environmental, Social
andGovernance (“ESG”) mattersto
ensurethere is clear oversight of
ESG‑related considerations, including
climate change. The Board’s key
responsibilities regarding climate
changeinclude:
• Ensuring the Company’s approach to
ESG matters remains aligned with the
Company’s strategic objectives
• Oversight of TCFD disclosures
• Overseeing the Company’s process for
identifying, assessing and managing
climate‑related risks
• Monitoring the Company’s
climate‑related risks and opportunities
over the short, medium and long term,
and actions being taken in response
• Assessing the impact of climate-related
risks and opportunities on the
Company’s business, strategy and
financial planning
• Approving the metrics and targets used
by the Company to assess and manage
relevant climate‑related risks and
opportunities and monitor performance
against targets
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Environment, Social and Governance continued
Task Force on Climate-related
Financial Disclosures (“TCFD”)
continued
Governance continued
Board-level continued
The Chief Financial Officer (“CFO”) has
delegated responsibility from the Board for
climate‑related matters and is responsible
for the implementation of our climate
change management strategy. The CFO
provides a monthly update to the Board
on climate and ESG-related matters within
financial reporting and delivers a more
detailed update on a quarterly basis.
Progress against our climate‑related targets
is reported annually to the Board.
A key focus for the Group is the continued
growth of our Sync Energy brand which
has delivered great success over the course
of 2025. The Sync Energy product range
has expanded to include a wider range
of EV charging solutions as well as the
launch of our Home Energy Management
system (“HEMs”). Sync Energy product sales
saw significant revenue growth in 2025,
increasing by 84.7% to £18.1m (2024: £9.8m).
Another key initiative led by the CEO
has been the development of in-house
capabilities to provide our customers
with product-level information relating to
embodied carbon emissions within our
products. The Global Compliance team has
been strengthened with a carbon engineer
who is responsible for providing TM65
1
and Environmental Product Declarations
(“EPDs”) for our product ranges to help our
customers understand the carbon impact
of our products.
Excellent progress has been made
across our LED lighting and Sync Energy
ranges, with increased coverage of EPDs
for our Sync Energy products. For LED
lighting products, 72% of project lighting
ranges and 31% of LED lighting sales have
accompanying TM65 assessments. Over the
course of 2026, we will continue to expand
our coverage of EPDs and TM65s by working
closely with our supply chain.
Management-level
To support the CFO in the
implementationof the strategy, and the
effective identification, assessment and
management of climate‑related risks
and opportunities, we have two working
groups (formerly three) comprising
senior managers from across the Group.
During 2025, we combined the Markets
& Trends Working Group within the
Sustainability Working Group to allow
for a comprehensive update to be
given to all divisions of the business
and facilitate Group‑wide discussions
on sustainability-related matters. Each
working group is chaired by the CFO and
meets twice a year. Our external climate
advisers attend these meetings to support
the development of our strategy and the
identification of emerging climate-related
risks and opportunities.
Sustainability Working Group – this
group contains senior management from
key business areas, including product
development, operations, finance, supply
chain as well as senior management
from customer‑facing roles representing
individual business units (Kingfisher
Lighting and DW Windsor) and key sales
channels (Retail, Trade and Projects). The
group is responsible for the identification
and management of climate‑related
matters, identification and implementation
of carbon reduction measures, monitoring
and providing feedback on changes in
customer requirements around climate
and wider ESG matters, as well as
providing regular updates to customers
on our climate strategy. Bringing the
two working groups together fostered
greater collaboration between divisions on
sustainability-related matters. Additionally,
several updates were shared on product
developments around the business,
with the recently launched solar lighting
products discussed, growth in EV products
and new EV charging developments.
Following the acquisitions of D-Line and
CMD, updates from representatives of
these businesses have been captured
separately, and over the course of the next
year, representatives will be added to the
working group sessions.
Manufacturing Working Group –
includes senior representatives from our
manufacturing facility in Jiaxing, with
responsibility for the identification and
management of climate‑related matters
as well as the development of initiatives to
reduce energy consumption and emissions.
During 2025, this group has expanded with
the Global Compliance team joining who
have responsibility for developing TM65s
and EPDs for our product ranges. The
team have been working closely with some
of our largest customers on sustainable
packaging, TM65 developments and
supplier engagement.
Remuneration
To continually drive progress towards
achieving our sustainability agenda, the
remuneration for the corporate executive
team is linked to the achievement of our
ESG objectives. Up to 20% of the annual
bonus is allocated to the achievement
of strategic objectives including ESG
objectives and targets. Further to the
corporate executive team, bonuses for the
delivery of our ESG objectives are included
within the remuneration of Directors and
senior management positions across
the business. This helps to ensure our
climate commitments and goals are
continually being driven and executed by
senior management. More information of
executive remuneration can be found on
pages 89 to 115.
1. TM65 provides methodology on calculating the embodied carbon of building services equipment.
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Environment, Social and Governance continued
Creating a sustainable future continued
Task Force on Climate-related Financial Disclosures (“TCFD”) continued
Governance continued
Risk Management
The identification, assessment and
management of climate‑related
risks is fully integrated into our risk
management framework and mirrors
the approach detailed on pages 62 to 66.
Additionally,during the year the Group
has been preparing for the introduction
of Provision 29; this has provided further
insight in our climate-related risks
andcontrols.
Two sessions are held annually with each
of the working groups to appraise our
climate‑related risks and opportunities and
provide an update of how these risks are
changing. The outputs from these sessions
are integrated into our “Macroeconomic,
political and environmental” risk within the
principal risk assessment.
The risk assessment process considers a
number of categories, such as:
• Current and emerging regulations
• Legal
• Market
• Technology
• Customers
• Physical (acute and chronic)
The following categories are also considered
for climate-related opportunities:
• Resource efficiency
• Energy source
• Products and services
• Market
• Resilience
Three principal climate-related risks and
two principal opportunities have been
identified that impact the Group.
Manufacturing Working Group
• Includes senior representatives from our manufacturing
facility in Jiaxing
• Responsible for the identification, assessment and
management of climate‑related risks and opportunities
• Development of initiatives to reduce energy consumption
and emissions within our manufacturing operations
• Expanded the Global Compliance team with a carbon
engineer who is responsible for developing TM65s and EPDs
for our products
• Responsible for engaging with key suppliers on packaging,
materials and other sustainability-related matters
Sustainability Working Group
• For 2025, the Sustainability and Markets & Trends working
groups have been merged to provide a collaborative
Group‑wide update and discussion
• Includes senior management from key business areas
including product development, operations, finance, key
sales channels, customer-facing roles and supply chain
• Responsible for the identification, assessment and
management of climate‑related risks and opportunities
• Development of initiatives across product development,
operations and supply chain to reduce emissions across our
value chain
• Responsible for monitoring feedback on changes in
customer requirements around climate and wider ESG
matters
• Provides regular feedback to customers on the actions the
Group is taking to tackle GHG emissions
Chief Financial Officer
• Delegated responsibility from the Board for climate-related matters and responsible for the implementation of our climate change
management strategy
• Updates the Board on ESG-related matters monthly, with progress against targets reported annually
• Owner of our climate-related risks and opportunities and chair of the two working groups
Informing Reporting
Luceco plc Board
• Oversees all ESG matters, ensuring the approach remains aligned with the Company’s strategic objectives
• Oversees the Company’s processes for identifying, assessing and managing climate-related risks
• Monitors performance against the metrics and targets used to manage climate-related risks and opportunities
Informing Reporting
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Environment, Social and Governance continued
Creating a sustainable future continued
Task Force on Climate-related Financial Disclosures (“TCFD”) continued
Risk Management continued
Climate-related risks
CR1
Transition: Changing customer behaviour
Link to strategy:
Change in year: Risk and impact:
• In 2025, we reviewed our top ten customers across the Retail, Hybrid and
Professional Wholesale categories and estimate that approximately 42%
of total revenue was generated from a customer with some form of public
climate commitment (science-based targets or other public commitment
to emission reduction targets)
• 2025 saw our professional lighting divisions experience a significant
increase in demand for embodied carbon and circular design information
as part of the tendering process for professional projects
• Emerging interest shown from our larger trade customers in our carbon
management strategy, emission reduction targets and progress made in
EcoVadis reporting
• Failure to meet the increasing expectations of our customers on climate
action could lead to a loss of revenue
Mitigation:
• Management liaises closely with customers to understand their ambitions
and requirements relating to climate change
• Development of climate change strategy with an approved near-term
science-based target validated by the SBTi; during 2026 these targets will
be updated to incorporate the acquisitions of D-Line and CMD
• Responding to external data requests such as the Carbon Disclosure
Project (“CDP”), in 2025 we received an “A-” score (2024: “B”), and EcoVadis
scoring (2025: 53%, 2024: 43%) to increase transparency of our actions to
address climate change and wider ESG matters
• We have invested in our internal capabilities to develop product
information for TM65, TM66
1
and EPD assessments
• Across our lighting business units, completed TM65 assessments cover
more than £22.8m of LED lighting revenue and all Sync Energy products
have an EPD
• Proactive approach to emissions reductions including investment into
operational efficiency, sourcing renewable electricity and offsetting
residual Scope 1 emissions
• Working with our largest retail customer on the Manufacture 2030
programme to reduce emissions and improve the sustainability of our
products and packaging
• 63 SKUs have achieved the Green Star rating with leading hybrid retailer
Screwfix, an increase from 31 in 2024. Green Star products can help lower
environmental impacts because they’re made from lower impact materials
or processes, or designed to help reduce impacts when in use
Time horizon:
Short, medium
andlong term
Risk appetite:
Risk accepting
Net risk level:
Low Medium High
Metrics:
Total GHG emissions
% of revenue from customer with GHG emission
reduction target or net zero commitment
Risk owner: CFO
1. TM66 provides a framework for action and assessment to create a circular economy in the lighting industry.
Key to TCFD strategy

Products & Services

Supply Chain
 
Research & Development
 
Operations
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34
Environment, Social and Governance continued
Creating a sustainable future continued
Task Force on Climate-related Financial Disclosures (“TCFD”) continued
Risk Management continued
Climate-related risks continued
CR2
Transition: Increased stakeholder concern or negative stakeholder feedback
Link to strategy:
Change in year: Risk and impact:
• ESG issues, particularly climate change, are a large concern for our key
stakeholders, including customers, consumers, lenders, investors and
employees
• Shifting focus from investors towards how we seize the opportunities
presented by the transition to net zero and how we are addressing our
customers’ agenda in this area
• Damage to our reputation in relation to climate change could lead to
loss of revenue or negative impact on share prices
Mitigation:
• Management liaises closely with customers and investors to understand
their ambitions and requirements relating to climate change
• Development of climate change strategy with an approved near-term
science-based target validated by the SBTi
• Responding to external data requests such as the CDP, in 2025 we received
an “A-” score (2024: “B”). This score puts the Group in the top 5% of the
FTSE SmallCap index
• EcoVadis scoring (2025: 53%, 2024: 43%) to increase transparency of our
actions to address climate change and wider ESG matters
• Proactive approach to emissions reductions including investment into
operational efficiency, product efficiency improvements through R&D,
sourcing renewable electricity, on-site solar PV and offsetting residual
Scope 1 emissions
• Working with our largest retail customer on the Manufacture 2030
programme to reduce emissions and improve the sustainability of our
products
Time horizon:
Short to medium term
Risk appetite:
Risk averse
Net risk level:
Low Medium High
Metrics:
Total GHG emissions
% revenue from customer with GHG emission
reduction target
Risk owner: CFO
Key to TCFD strategy

Products & Services

Supply Chain
 
Research & Development
 
Operations
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Environment, Social and Governance continued
Creating a sustainable future continued
Task Force on Climate-related Financial Disclosures (“TCFD”) continued
Risk Management continued
Climate-related risks continued
CR3
Physical: Increased severity and frequency of extreme weather events
Link to strategy:
Change in year: Risk and impact:
• Following our detailed assessment of physical risks on pages 38 and 39,
wehave identified that extreme weather events (precipitation and wind
risk) could pose a risk to our sites and supply chain, particularly in China
• Severe disruption to our sites or suppliers could result in business
interruption and ultimately a loss of revenue
• During 2025, our USA site was damaged following a tornado and
operations were moved to a temporary site whilst repairs were
completed. Business continuity was briefly disrupted, with orders
fulfilled via the temporary site within 18 days of the impact
Mitigation:
• We have expanded the scope of our physical risk assessment to include
newly acquired companies to provide a comprehensive review of physical
risk exposures across our operational estate
• Key original equipment manufacturer (“OEM”) suppliers located in China
are also included in this assessment to increase visibility of our suppliers’
risk exposure
• A buffer stock is held in our UK and China warehouses in the event of
supply chain disruption
• All suppliers are provided with visibility of forward orders and supply issues
are discussed upfront
• Our production facility in China is spread across multiple buildings on the
same site to mitigate site disruptions
• The Group owns its product designs and production tooling, allowing
manufacturing activities to be moved between suppliers more easily
• Business continuity plans have been developed and business interruption
insurance put in place for our manufacturing facility, as well as key OEM
suppliers
Time horizon:
Short, medium
and long term
Risk appetite:
Risk accepting
Net risk level:
Low Medium High
Metrics:
Physical risk exposure rating (EarthScan Rating)
Risk owner: CFO
Key to TCFD strategy

Products & Services

Supply Chain
 
Research & Development
 
Operations
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Environment, Social and Governance continued
Creating a sustainable future continued
Task Force on Climate-related Financial Disclosures (“TCFD”) continued
Risk Management continued
Climate-related opportunities
CO1
Access to new markets
Link to strategy:
Change in year: Opportunity and impact:
• The electrification of energy and the Energy Transition present a
significant opportunity for the Group as new markets emerge through
thetransition to net zero
• The Energy Transition has seen the transformation of combustion engines
to electric vehicles. Our continued product growth in this area with Sync
Energy branded EV chargers is a key opportunity
• Increased electrification is creating opportunities for new product
categories that complement our existing offering, such as battery storage,
inverters, solar PV and HEMs etc
• The new HEMs product range was released in 2025, supporting our
expansion into this key new market opportunity which will support low
carbon sales growth
Realising the opportunity:
• Launch of the Sync Energy brand championing eco-power for sustainable
living. The brand covers key categories in the eco-power market including
EV charging and HEMs
• Continued investment in R&D enables us to develop innovative products
such as EV chargers for commercial premises and HEMs for integrating
residential batteries, EV chargers, solar PV systems, and lighting and
heating controls
• As expected, demand for EV charging solutions has increased significantly
across both home and commercial premises during 2025, achieving
84.7%growth (2024: 26%)
• Dedicated R&D functions in China and the UK employing 155 specialists
with an expenditure of £6.3m in 2025
• We will continue to evaluate opportunities to acquire businesses poised
tobenefit from the electrification of residential and commercial energy
use to accelerate our growth strategy
Time horizon:
Short, medium and long term
Net risk level:
Low Medium High
Metrics:
Revenue for low carbon products
Risk owner: CFO
CO2
Expansion of existing products and services
Link to strategy:
Change in year: Opportunity and impact:
• The transition to net zero relies on the electrification of energy within
homes and commercial buildings, which could increase demand for our
existing products and services
• We anticipate an increase in demand for low carbon products and “green
home tech” solutions such as smart plugs and controls, extension leads
andultra-efficient LED lighting
• Increased electrification within buildings could create additional demand
for wiring accessories as building electrics are upgraded to manage the
additional electrical load
• Regulatory and technology changes are another important sales driver.
Forexample, there was a 60% increase in Luceco consumer unit sales
during the EICR regulation change
Realising the opportunity:
• Expanded our range of LED lighting products and services through the
acquisition of two external lighting businesses, DW Windsor (2021) and
Kingfisher Lighting (2017)
• Acquisition of CMD (2024) who design and manufacture a comprehensive
range of wiring accessories for commercial premises. Part of our 2026
objectives is to include LED lighting products as part of their product
offering
• Continued investment in R&D enables us to bring new and more efficient
products to market, helping to maintain competitive advantage and grow
market share
• Dedicated R&D functions in China and the UK employing 155 specialists
with an expenditure of £6.3m in 2025
• New product innovations include solar-powered off-grid lighting, hybrid
lighting solutions as well as more efficient lighting products
Time horizon:
Short to medium term
Net risk level:
Low Medium High
Metrics:
Revenue for low carbon products
Risk owner: CFO
Key to TCFD strategy

Products & Services

Supply Chain
 
Research & Development
 
Operations
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37
Environment, Social and Governance continued
Creating a sustainable future continued
Task Force on Climate-related
Financial Disclosures (“TCFD”)
continued
Risk Management continued
Physical risk: Scenario analysis
To better understand our exposure to
the physical impacts of climate change,
we have conducted scenario analysis.
EarthScan™ allows us to evaluate physical
risk on assets critical to our business
(manufacturing facilities, warehousing and
significant third-party OEMs) for a suite of
different hazards, timescales and scenarios.
The assessment for direct operations has
been updated to include new operational
sites for the newly acquired companies
CMD and D-Line as well as a new
warehouse in Telford.
The evaluation completed for OEM
suppliers’ exposure to physical risk remains
relevant and has been updated with
the latest climate intelligence from the
EarthScan platform.
We used EarthScan’s data and insights
in our portfolio and asset‑level climate
risk assessment for the following climate
hazards: flooding, heat stress, precipitation,
extreme wind, drought and wildfire. Three
Intergovernmental Panel on Climate
Change (“IPCC”) scenarios have been used
to assess physical climate risks:
Business as usual (SSP5/RCP8.5): Emissions
continue to rise over the 21st century, in the
worst-case scenario.
Emissions peak in 2040 (SSP2/RCP4.5):
Emissions do not increase beyond 2040.
With current commitments, this is
the climate scenario that most closely
resembles current policy commitments.
Paris aligned (SSP1/RCP2.6): Emissions are
aligned with Paris Agreement targets. This
is the best-case scenario.
The results from the business-as-usual
(“BAU”) scenario are shown below over the
historical short, medium and long-term
time horizons.
• Short term: present
• Medium term: 2030
• Long term: 2050
Note, the timeline of the Paris Agreement
differs to TCFD, recognising their own
regulation requirements. In conducting
both physical and transitional scenario
analysis, we have used a more granular
assessment of risk exposure, which is
important when considering climate-
related risks and their implications for
long-term strategic planning. The wider
range of impacts ratings (very low to very
high) compared to the risk assessment
process (low, medium and high) helps to
capture variations in potential impacts
more precisely and their trend over the
timehorizons. We have also used longer
time horizons compared to those used in
setting our strategy to better understand
and capture the long-term effects of
climate change.
Direct operations
Risk driver
Short
term
Medium
term
Long
term Exposure and potential impact
Flooding
1 1 1
One of our sites in the UK is exposed to a medium risk of riverine flooding. A flood event could cause damage to our
facilities or cause disruption indirectly if the local area was impacted. All other sites have been identified as low risk
for both riverine and coastal flooding.
Wind risk
1 1 1
Extreme wind events can occur during weather events such as storms and typhoons. These events could cause
damage to our facilities or lead to disruption if there are power outages or disruption in the local area. The overall
risk is low; however, our site located in China is at a medium-high risk.
Heat stress
3 4 4
Most locations are exposed to a medium-high level of heat stress which will increase under the BAU scenario.
Increased temperatures over a prolonged period could lead to a loss of productivity and increased costs due to high
energy demand for cooling.
Precipitation risk
2 2 2
Precipitation risk refers to the risk caused by exposure to extreme precipitation events or exceptionally high
volumes of precipitation. Our sites in China, the UAE and Mexico are exposed to a high risk which could increase the
likelihood of flooding, causing damage and disruption to our sites and the surrounding area.
Drought
2 2 2
Droughts are expected to increase under the BAU scenario. Our warehouse located in the UAE has the highest
exposure, whilst the manufacturing sites in China and the UK have a low-risk exposure. Droughts would have an
immaterial impact on the Group.
Wildfire
1 1 1
All sites are at a low risk from wildfire events.
Risk exposure
1
Very low
2
Low
3
Medium
4
Medium-high
5
High
6
Very high
Strategic Report
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38
Environment, Social and Governance continued
Creating a sustainable future continued
Task Force on Climate-related Financial
Disclosures (“TCFD”) continued
Risk Management continued
Physical risk: Scenario analysis continued
The table on the right shows the geographic
distributionofrisks for the different hazards across
key operational sites (manufacturing plus warehouse
and distribution operations) that have a risk exposure
greater than “medium”. In each column, the tile number
corresponds tothe number of sites potentially with a risk
exposure rating of medium or above. The colour of the tile
represents the average risk exposure for those sites. Grey
tiles represent countries where sites achieved a rating of
“very low” or “low”for the exposure in that risk category.
Top 15 OEMs
Risk driver
Short
term
Medium
term
Long
term Exposure and potential impact
Flooding
1 1 1
Supplier sites have a low-risk exposure to riverine and coastal flooding events.
Wind risk
5 5 5
Our suppliers are exposed to a high level of wind risk in the form of typhoons and storms. These events could
damage supplier factories, affecting their ability to manufacture.
Indirect damage: There is also a risk that if the local area is affected, it could lead to other disruptions, such as their
ability to bring in raw materials or transport finished goods. This could impact the amount of product we have
available for customers.
Heat stress
3 3 4
There is a medium risk of heat-stress events for suppliers. Whilst there could be implications such as productivity
loss or high operating costs, the impact for the Group is thought to be immaterial.
Precipitation risk
5 5 5
Our suppliers are exposed to a high level of precipitation risk with heavy precipitation events becoming more
frequent and intense across Asia. These events could cause damage and disruption to supplier facilities through
surface water flooding. This risk could also impact the ability of suppliers to bring in raw materials or transport
finished goods, which could impact the amount of product we have available.
Drought
1 2 2
Droughts are expected to increase under the BAU scenario but still remain at a low risk level. Droughts could cause
short-term disruption for manufacturers that are reliant on water within their manufacturing processes. However,
given the risk level, the impact on the Group is thought to be immaterial at this stage.
Wildfire
1 1 1
Supplier sites have a low-risk exposure to wildfire events.
Flooding Wind risk Heat stress Precipitation risk Drought Wildfire
United Kingdom
1 8
China
1 1 1
United Arab Emirates
1 1 1
Mexico
1 1 1
USA
1 1
Spain
1
Key
1
 Number of sites  Medium Medium-high High Very high
Risk exposure
1
Very low
2
Low
3
Medium
4
Medium-high
5
High
6
Very high
Strategic Report
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39
Environment, Social and Governance continued
Creating a sustainable future continued
Task Force on Climate-related
Financial Disclosures (“TCFD”)
continued
Risk Management continued
Adaptation and mitigation measures
Our physical scenario analysis shows the
extent to which our operations and those
of our principal OEM suppliers, situated
within China, are exposed to the acute
and chronic impacts of climate change.
Extreme weather events such as extreme
precipitation and storm events represent
the most significant threat to our facilities
and suppliers.
During 2025, there was one minor impact to
our operations and supply chain as a result
of extreme weather events. This occurred at
D-Line’s USA site where a tornado damaged
the site, causing a short-term disruption
to operations. Our business continuity
plans were successfully implemented and
enabled the fulfilment of orders within 18
days of the event. A temporary site was
established whilst repairs were conducted
at the damaged facility, and we relocated
back there in January 2026. The insured
financial impact and losses were minimal.
In recognition of the potential disruptions
posed by extreme weather events, we
hold additional stock in our warehouses
in both the UK and China. This buffer
helps to bolster our resilience to any
temporary disruptions within the supply
chain. The Group has ownership of product
designs and production tooling, allowing
manufacturing activities to be moved
between suppliers more easily, should any
disruptions arise. We have established
comprehensive business continuity
plans and secured business interruption
insurance for our manufacturing facilities
and critical OEM suppliers. This ensures
our preparedness and financial protection
against unforeseen events. Over the
medium to long term, we are looking at
greater diversification of our supplier base
to further mitigate our risk exposure and
are planning to have small-scale options
outside of China.
Strategy
We recognise that climate-related risks
and opportunities can manifest over
longer time horizons that extend beyond
traditional business planning horizons (and
hence these timelines are different to our
assessment of non-climate-related risks).
To develop a resilient business capable of
navigating the uncertainties introduced
by climate change, we have embedded
the management of these climate-related
considerations within our business strategy,
encompassing our short, medium and
long-term time horizons.
• Short term: 0 to 1 year
• Medium term: 1 to 3 years
• Long term: 3 to 10+ years
Our strategic priorities help to ensure our
work contributes increasingly to society’s
sustainability goals.
Grow our presence in higher-growth
product segments
Our growth strategy focuses on continued
organic growth and targeted acquisitions to
gain access to emerging product markets
and expand our existing product offering.
We aim to leverage the opportunities
presented by the electrification of energy
which helps drive decarbonisation and the
transition to net zero.
Enhance our existing market position
Through our excellent product range,
including our expanding range of
complementary products, we aim to
provide our existing customers with more
opportunities to grow their businesses.
Expand the breadth and depth of our
product range
Through research and development, we will
continue to develop innovative products
which are more efficient and designed with
sustainability in mind. As we progressively
add greater technology, such as controls,
smart functions and connectivity, we can
help our customers reduce their energy
usage.
Deliver synergistic growth
Leveraging our strategic acquisitions,
we can introduce wider complementary
product ranges while benefiting from
leaner operating and support functions
andin-house product development.
Strategic Report
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40
Environment, Social and Governance continued
Creating a sustainable future continued
Task Force on Climate-related
Financial Disclosures (“TCFD”)
continued
Strategy continued
Transitioning to a low carbon
economy
We recognise the UK Government’s net
zero target for 2050 alongside the net zero
commitments and emission reduction
targets that our customers have made. In
setting our strategy, we have established
near‑term science‑based emission
reduction targets which were validated
by the Science Based Targets initiative
(“SBTi”) in 2023. Following new acquisitions
in 2024, these entities are now integrated
into the Group’s GHG reporting and the
Group aims to have both near-term targets
revalidated by the SBTi during 2026.
Delivering progress against our near‑term
targets is an important step in our transition
towards a low carbon economy. To achieve
our Scope 1 and 2 target we will continue
to source 100% renewable electricity, and
in September 2024 we completed the
installation of our second solar PV array at
our manufacturing facility in China. After
a full year of use in 2025, 15% of the site’s
electricity consumption was self-generated,
a 70% increase in power generation
compared to 2024.
Ensuring we use energy efficiently across
heating, manufacturing processes and
transportation will play an important role
in reducing our use of fossil fuels. We have
made improvements to the management
of our heating system at our main
distribution centre in Telford, reducing gas
consumption by 50% compared to last year.
All CMD forklift trucks are battery
operated and charged on site using
renewable-backed electricity contracts.
Continued LED lighting replacements
have occurred across all DW Windsor
sites, with one site’s boiler replaced with a
more efficient system which utilises a new
control system to reduce usage. During
2025, an EV car salary sacrifice scheme was
introduced which also provides participants
with a complementary Sync Energy charger
for their home. This has been completed
alongside the installation of EV chargers
at our sites to support employees with the
transition to electric vehicles.
Over the medium term, we will need to
continue the transition of Company-owned
vehicles to electric and low carbon
alternatives as well as assessing the use
of low carbon heating and processing
solutions to reduce our reliance on
fossilfuels.
Our Scope 3 target focuses on emissions
from the use of the products we sell.
Wecontinue to enhance product efficiency
through research and development,
integrating energy-saving features such as
advanced controls and smart functionality.
Our expanding product range, including
off-grid solar-powered and hybrid lighting
solutions, demonstrates our commitment
to innovation and decarbonisation,
helpingour customers transition to
alowcarbon economy.
Achieving our Scope 3 target is dependent
upon the decarbonisation of electricity grids
in the markets where our products are sold.
For example, the carbon intensity of the UK
electricity grid has halved due to increased
renewable energy generation since 2015.
The UK Government remains committed
to delivering a clean power system by 2030,
with the aim to reduce the carbon intensity
of electricity to below 50gCO
2
e/kWh. Recent
data shows in the four quarters to Q3 2025,
63.7% of UK electricity generation came
from clean sources, with the target set at
95% by 2030 (source: Government policy
paper from April 2025, “Clean Power 2030
Action Plan”).
To strengthen our transition to a low
carbon economy, we will be conducting
a comprehensive review of our strategic
plans for achieving our emission reduction
targets. Throughout 2026, our senior
leadership team will engage in workshops
with climate advisers to evaluate our
current trajectory, to ensure our internal
roadmap remains robust. As the UK
Government moves toward finalising the
UKSustainability Reporting Standards
(“UKSRS”), we are proactively reviewing our
approach to inform our strategic direction
and ensure we are well positioned for
futuredisclosure requirements.
UK electricity grid emissions intensity (kgCO
2
e /kWh)
2015
0.00
0.05
0.10
0.15
0.20
0.25
0.30
0.35
0.40
0.45
0.50
2020 2025 2030
2030 target
Strategic Report
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41
Environment, Social and Governance continued
Creating a sustainable future continued
Task Force on Climate-related Financial Disclosures (“TCFD”) continued
Strategy continued
Products & Services
Supply Chain
Research & Development
Operations
Our low carbon product ranges (LED lighting,
EV chargers and smart standby products) help
customers to reduce their GHG emissions and
transition towards a low carbon future. We strive
to develop more efficient products and better
controls to improve energy efficiency.
One of our strengths is the relationship we have
with our suppliers. We recognise that we must
work together to make more sustainable choices
across product design, material choices and the
manufacturing processes.
Our business is well placed to take advantage
of the inevitable electrification of energy as
we transition towards a low carbon economy.
Opportunities for expansion into electric vehicle
charging and other low carbon solutions such as
smart home technology.
One of our first priorities is to reduce the
emissions from our operations. By implementing
efficiency improvements, we can reduce energy
use, raw material use, waste and water use to limit
our GHG emissions.
Links to strategic priorities
1
2
3
4
1
2
3
4
1
2
3
4
1
2
3
4
Links to climate-related risks and opportunities
CR1
CR2
CO1
CR1
CR2
CR3
CO1
CO2
CR1
CR2
CO1
CR1
CR2
CR3
CO1
CO2
Achievements during 2025
• £91.5m revenue generated from low carbon
product categories
• Strong pipeline of new products launched,
including EV chargers for commercial
premises, HEMs for integrating residential
batteries, EV chargers, solar PV systems and
heating controls as well as solar-powered
lighting solutions
• LED lighting product developments
completed to allow for adjustable wattage
and colours for several ranges; reduces stock
holding requirements and improves efficiency
of project delivery
• Continued development of TM65, TM66
and EPD for LED products in response
to increased customer demand for
sustainability-related product information
• Continuing to work with our key customers
on the Manufacturing 2030 programme to
reduce our GHG emissions
• Worked with our logistics partner to
improveour quantification methodology
forupstream logistics
• As part of developing our product
sustainability information, our Global
Compliance team has expanded. A dedicated
carbon engineer is now responsible for
engaging with our supply chain to obtain
critical data for TM65 and EPD assessments
• Specialist global R&D functions employing
155 specialists with an expenditure of £6.3m
(2024: £5.1m)
• Development focus on EV and HEMs which
are key growth areas for the business and also
a key high market growth opportunity
• DW Windsor and Kingfisher Lighting
continue to develop innovative hybrid power
lighting solutions, including solar-integrated
products, to help customers reduce their
energy consumption and costs
• Sourced 100% renewable electricity for
all Group facilities in 2025, for the fourth
consecutive year
• Completion of the second solar PV array at
our manufacturing facility in China. Both
arrays contributed to 15% of electricity
consumption in 2025, a 70% increase in
power generation against 2024
• Investment in process optimisation and
automation at the China site, reducing
compressed air usage and electricity
consumption
• Installation of EV chargers across our sites
for employees and visitors to utilise
• Superior packaging solutions implemented
• Introduced a Group-wide Octopus EV salary
sacrifice scheme and provided participants
with a Sync Energy charger for their home
Targets and commitments

Key to strategy
1
Grow our presence in higher-growth product segments
2
Enhance our existing market position
3
Expand the breadth and depth of our product range
4
Deliver synergistic growth
Luceco plc commits to reduce absolute Scope 1 and Scope 2 GHG
emissions by 46.2% by 2031 from a 2021 base year.
Luceco plc commits to generating £120m revenue from low carbon
product sales by 2030.
Luceco plc commits to reduce absolute Scope 3 GHG emissions from
the use of sold products by 27.5% by 2031 from a 2021 base year.
Strategic Report
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42
Environment, Social and Governance continued
Creating a sustainable future continued
Task Force on Climate-related
Financial Disclosures (“TCFD”)
continued
Strategy continued
Financial planning
Climate-related matters influence various
elements of our financial planning process.
The potential financial impact of each risk
and opportunity is calculated to better
understand its materiality for the Group.
Acquisitions have played, and will continue
to play, a key role in our sustainable
growth strategy. We have acquired three
businesses since 2017 to gain access to
emerging product markets, such as EV
chargers through our acquisition of Sync
EV in 2022, and to expand our existing
LED lighting product offering through
the acquisitions of Kingfisher and DW
Windsor. In 2024 we acquired CMD, who
design and manufacture a comprehensive
range of wiring accessories for commercial
premises and offices, which represents an
opportunity for the Group to sell our LED
lighting products to complement their
existing offering.
Our aim is to leverage our position as the
UK’s leading provider of domestic electrical
devices to seize opportunities presented
by the electrification of energy as society
charts its path towards net zero.
We generated £91.5m of revenue from low
carbon products in 2025, an increase of
10.8% (2014: £82.6m). Products captured
in this target area include HEMs launched
in 2025, as well as existing products
such as LED lighting, EV chargers, solar
lighting, and all smart controls. With
significant market expansion in these fields,
particularly in the EV market driven by
the low carbon transition, we have made
good progress against our current target
of£120m of low carbon sales by 2030.
Copper is a key raw material for our
products, and we anticipate that demand
for copper will continue to increase, driven
in part by the electrification of energy and
transportation. We continue to use forward
purchasing strategies and hedging along
with short-term fixed price agreements to
protect against volatility.
Over the course of 2025, we have continued
to invest £6.3m in R&D (2024: £5.1m), with
a significant proportion attributable to
the development of low carbon products.
Additionally, we have invested to reduce our
GHG emissions, including the second solar
PV array at our manufacturing facility in
China which operated for a full year in 2025
and produced 15% of the site’s electricity
consumption. Additionally, we continue to
invest in a range of measures to improve
our energy efficiency and reduce GHG
emissions, including the installation of
seven new EV charging piles at the China
site and several operational efficiency
measures, with details provided on page 42.
Scenario analysis: Transition risks
andopportunities
In 2022, we carried out a detailed
assessment of how our main
climate‑related transition risks and
opportunities could evolve under three
different scenarios based upon the Network
for Greening the Financial System (“NGFS”)
climate scenarios. Potential impacts
and their materiality were considered
across short (present), medium (2030)
and long-term (2050) horizons. Our
medium-term horizon is aligned with
our near‑term science‑based emission
reduction target, and our long-term horizon
aligns with the UK Government’s net zero
commitment. In 2025, we revisited the risks
and opportunities evaluated within our
scenario analysis process and are satisfied
that there were no new emerging risks or
opportunities at this stage which need to
befactored into our assessment.
Whilst we are due to repeat our scenario
analysis in line with our three-year planning
cycle, due to delays in the endorsement
of the UK SRS and no significant changes
in our identified climate-related risks and
opportunities, our current scenario analysis
will remain in place. The FCA have launched
a consultation to update their listing
rules to reference the UK SRS following
the publication of the final standards in
February 2026. Over the course of this year,
we aim to repeat our scenario analysis
assessment, taking into consideration the
UK SRS and the proposed updates to the
FCA listing requirements.
In the Net Zero (“NZ”) scenario, we are
likely to be confronted by escalating risks
associated with the evolution of customer
preferences and increasing stakeholder
concern regarding climate change. Should
we fail to align with these escalating
demands for climate action, our revenue
could be impacted by falling customer
demand and our share price could be
adversely affected. The advent of carbon
pricing mechanisms and the surge in raw
material costs driven by the global shift
towards sustainable energy, may result
in higher costs. This scenario also unveils
the most substantial opportunities for the
Group, especially in the medium to long
term. The development of new markets
such as EV charging equipment and
other emerging technologies represent
substantial growth opportunities for the
Group. Additionally, there is potential within
existing product categories for growth,
through the electrification of energy and
a growing appetite for environmentally
conscious products.
In the Delayed Transition (“DT”) scenario, the
perceived risks appear more subdued in the
short to medium term but escalate towards
the long-term horizon. This suggests a
delayed transition might lead to sudden
and more significant changes over a
shortened timescale later on. The potential
financial impacts from changing customer
behaviour and stakeholder concern on
revenue and share price could become
more significant if we failed to act over the
long term.
Strategic Report
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43
Environment, Social and Governance continued
Creating a sustainable future continued
Task Force on Climate-related
Financial Disclosures (“TCFD”)
continued
Strategy continued
Scenario analysis: Transition risks and
opportunities continued
The Current Policies (“CP”) scenario,
whichassumes there is no expansion in
climate policies and lowered expectations
from customers and other stakeholders,
results in a lower level of transitional
risk. We still anticipate growth prospects
within this scenario, as advances in energy
efficiency and the progression towards
the electrification of energy present viable
opportunities. However, the magnitude
of these opportunities is less pronounced
thanin the NZ or DT scenarios.
Our strategic approach to sustainable
growth continues to focus on organic
growth complemented by strategic
acquisitions aimed at gaining access to
emerging markets and enhancing our
existing portfolio. Sustainability is a key
pillar of our business strategy, and we are
well positioned to seize the opportunities
presented by the transition to net zero.
We recognise and support the significant
commitments our customers are making
toreduce their carbon footprint and will
work closely with them to help them
achieve their climate aspirations.
Climate scenarios
Net Zero 2050 – an ambitious scenario
that limits global warming to 1.5°C
through stringent climate policies
and innovation, reaching net zero CO
2
emissions no later than 2050.
Delayed Transition – assumes global
emissions do not peak until 2030,
followed by strong policies that are
needed to limit warming to below 2°C.
This scenario explores the impact that
adelayed and disorderly transition
couldhave.
Current Policies – assumes that only
currently implemented policies are
preserved, leading to a “hot-house
world”, a higher degree of physical risk
and lower impact of transitional risk.
Strategic Report
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44
Environment, Social and Governance continued
Creating a sustainable future continued
Task Force on Climate-related Financial Disclosures (“TCFD”) continued
Strategy continued
Scenario analysis: Transition risks and opportunities continued
Transition risk/
opportunity Description Potential financial impact Scenarios
Short
term
Medium
term
Long
term
Risks
Changing
customer
demands
Trend within our retail customer base of ambitious carbon
reduction targets that requires suppliers to set similarly ambitious
targets
Failure to respond to increasing customer demand for
climate action could lead to a loss of revenue through
reduced demand for products and services
NZ
3 4 5
DT
2 3 5
CP
2 2 2
Increased
stakeholder
concern
ESG issues, particularly climate change, are a large concern for our
key stakeholders (investors, customers, employees and consumers)
Damage to our reputation in relation to climate change
could lead to a loss of revenue or negative impact on
shareprices
NZ
3 4 6
DT
2 3 6
CP
2 2 2
Increased
pricing
of GHG
emissions
To achieve the ambitious goal of net zero emissions by 2050, the
policy landscape around GHG emissions will need to evolve to
create the necessary environment to enable the transition to a low
carbon economy
More ambitious climate policies could increase direct and
indirect operating costs. Failure to comply with reporting
obligations could have a negative impact on our reputation
NZ
4 4 4
DT
2 2 5
CP
1 1 1
Increased
cost of raw
materials
Demand for critical materials, such as copper, is projected to
rapidly grow as sustainable technologies are deployed (renewable
energy, electrification, EVs etc.) in pursuit of net zero. Rapid growth
in demand and the timespan to develop new supplies of metals
can affect the supply and demand balance
Increased raw materials costs would inevitably lead to
increased product costs, although these costs can usually
be passed on. Constrained supply chains could temporarily
reduce production output
NZ
4 4 4
DT
2 2 5
CP
2 2 2
Opportunities
Access to
newmarkets
The electrification of energy presents a significant opportunity for
the Group through the net zero transition. This predominantly
relatesto EV charging solutions but could also extend to new
product categories that complement our existing offering
(batterystorage, inverters, solar PV etc.)
The transition to net zero presents a range of exciting
opportunities for the Group to grow revenues from new
product categories. For example, the UK EV charging market
is a vital market for the Group and was previously estimated
tobe worth £500m annually by 2025; current market value
is£450m with estimated growth to £1,244m by 2030
NZ
4 6 6
DT
2 4 6
CP
2 4 4
Expansion
of existing
products
and services
The transition to net zero relies on the electrification of energy and
efficiency gains within buildings which could increase demand
for our products. This includes low carbon products (LED lighting,
solarlighting, EV charging, battery storage, smart plugs, electric
heating and smart controls) and wiring accessories as building
electrics are upgraded to manage the additional electrical load
The transition to net zero presents a range of exciting
opportunities for the Group to also grow revenues within
existing product categories
NZ
4 6 6
DT
2 4 6
CP
2 4 4
Materiality Low Medium High
Risk
1 2 3 4 5 6
Opportunities
1 2 3 4 5 6
Strategic Report
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45
Environment, Social and Governance continued
Creating a sustainable future continued
Task Force on Climate-related Financial Disclosures (“TCFD”) continued
Metrics and Targets
Greenhouse gas emissions
We are committed to measuring and reducing our greenhouse gas emissions (“GHG”),
having established 2021 as the baseline for our GHG inventory and emission reduction
targets. The Group’s emissions have been independently calculated in accordance with the
GHG Protocol, utilising emission factors published by the UK Government, the International
Energy Agency (“IEA”) and the EXIOBASE EEIO factors. The table below details our GHG
emissions from all Group operations and our value chain across Scopes 1, 2 and 3 for the
year ended 31 December 2025, compared to the previous year and the 2021 base year.
Thedatasets have been updated to include the emissions associated with CMD and
D-Linefollowing the acquisitions of these entities in 2024.
GHG emissions (tCO
2
e) 2025 2024 2021
Change
vs
2024
Change
vs
2021
Scope 1
Natural gas 525.3 557.9 535.7 (6)% (2)%
LPG 15.8 20.8 33.7 (24)% (53)%
HFCs 109.3 183.3 47.7 (40)% 129%
Company vehicles 519.9 489.3 499.0 6% 4%
Scope 2
Market-based method
(“MBM”) — — 403.5 — (100)%
Location-based method
(“LBM”) 5,158.8 5,271.5 4,994.0 (2)% 3%
Scope 3
Purchased goods and
services 88,424.3 85,853.1 94,535.1 3% (6)%
Capital goods 1,981.0 1,729.7 2,474.5 15% (20)%
Fuel and energy-related
activities 2,213.6 1,949.3 1,896.9 14% 17%
Upstream
transportation
and distribution
15,667.3 14,441.3 13,024.2 8% 20%
Waste generated in
operations 175.8 234.5 212.9 (25)% (17)%
GHG emissions (tCO
2
e) 2025 2024 2021
Change
vs
2024
Change
vs
2021
Business travel 947.3 918.1 415.9 3% 128%
Employee commuting 1,492.5 1,286.2 1,580.8 16% (6)%
Downstream
transportation and
distribution 10,192.7 14,219.9 21,313.1 (28)% (52)%
Use of sold products 467,038.4 441,124.0 688,659.1 6% (32)%
End‑of‑life treatment
of sold products 895.8 878.4 1,184.0 2% (24)%
Downstream leased
assets 20.6 22.7 — (9)% —
Investments — 142.9 — (100)% —
Total Scope 1 + 2
(MBMonly) 1,170.3 1,251.3 1,519.6 (6)% (23)%
Total Scope 3 589,049.3 562,800.1 825,296.5 5% (29)%
Total GHG emissions 590,219.6 564,051.4 826,816.1 5% (29)%
Outside‑of‑scope direct
biogenic emissions 19.1 19.4 124.7 (2)% (85)%
In 2025 our total Scope 1 and 2 market-based emissions decreased to 1,170 tCO
2
e,
representing a 6.5% reduction compared to last year and a 23% reduction compared to
our 2021 base year. This performance reflects continued progress in operational efficiency
and decarbonisation initiatives across the Group. The year-on-year improvement was
driven primarily through reductions in natural gas consumption and fewer refrigerant
leaks resulting in lower HFC emissions. Company vehicle emissions have increased slightly
consistent with increased business activity in the year. Our market-based electricity
emissions remained as zero in 2025, reflecting our ongoing commitment to sourcing
renewable electricity.
Scope 3 emissions have increased by 5% compared to last year, however they are 29% lower
compared to our base year. The base year emissions have been restated to account for
improvements to underlying product data relating to the use of sold product calculations.
This revealed that earlier calculations had understated emissions by over-representing
lower carbon UK sales, while higher intensity markets such as Mexico and the UAE were
under-represented. Updating the dataset to reflect more accurate product information
andmarket-specific emission factors has resulted in a higher and more accurate baseline.
Strategic Report
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46
Environment, Social and Governance continued
Creating a sustainable future continued
Task Force on Climate-related Financial Disclosures (“TCFD”) continued
Metrics and Targets continued
Streamlined Energy and Carbon Reporting
The Companies Act 2006 (Strategic Report and Directors’ Report) Regulations 2013 requires the Group to disclose its annual energy consumption and greenhouse gas emissions from
Streamlined Energy and Carbon Reporting (“SECR”) sources for global Scope 1 and 2 emissions. Our emissions intensity per unit of turnover is reported in the GHG inventory table on
page46 and the narrative on energy and emission reduction measures is included in the Strategy section on pages 40 to 45.
2025 2024 Total change
(%)
vs 2024Energy use (kWh) UK Non-UK Total UK Non‑UK Total
Natural gas 1,288,835 1,582,231 2,871,066 1,705,113 1,344,544 3,049,657 (6)%
LPG 73,777 — 73,777 96,821 — 96,821 (24)%
Company vehicles 1,889,942 188,691 2,078,633 1,900,928 116,800 2,017,728 3%
Electricity (grid) 1,820,403 8,290,980 10,111,383 1,925,118 8,005,660 9,930,778 2%
Electricity (solar generation) — 1,397,374 1,397,374 — 824,039 824,039 70%
Total 5,072,957 11,459,276 16,532,233 5,627,980 10,291,043 15,919,023 4%
2025 2024 Total change
(%)
vs 2024Scope 1 and 2 emissions (tCO
2
e) UK Non-UK Total UK Non‑UK Total
Natural gas 235.8 289.5 525.3 311.9 245.9 557.8 (6)%
LPG 15.8 — 15.8 20.8 — 20.8 (24)%
HFCs 4.5 104.8 109.3 10.2 173.2 183.4 (40)%
Company vehicles 475.0 44.8 519.9 462.0 27.3 489.3 6%
Electricity (location-based) 322.2 4,836.5 5,158.7 398.6 4,872.9 5,271.5 (2)%
Electricity (market-based) — — — — — — —
Total (market-based) 731.1 439.1 1,170.3 804.9 446.4 1,251.3 (6)%
Emissions intensity ratio 2025 2024
Total change
(%)
£m revenue 271.4 262.2 3%
Scope 1 + 2 (MBM) tCO
2
e/£m turnover 4.3 4.8 (10)%
Our emissions intensity ratio has continued to improve in 2025 with a 10% reduction compared to last year. The revenue figure used for 2024 and 2025 includes full-year revenue for CMD
and D-Line to ensure a fair comparison with the associated GHG emissions.
Strategic Report
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47
Environment, Social and Governance continued
Creating a sustainable future continued
Task Force on Climate-related
Financial Disclosures (“TCFD”)
continued
Metrics and Targets continued
Renewable electricity
We have continued our efforts to mitigate
our Scope 2 emissions and sourced 100%
renewable electricity across all operations
for the fourth year running. From October
2025, our major UK sites were moved to
a renewable energy tariff; this represents
approximately 85% of UK electricity
consumption. For the remaining Group
electricity consumption on standard
contracts, renewable Energy Attribute
Certificates (“EACs”) have been sourced
to cover grid electricity consumption. We
were unable to source EACs generated for
our operations in Mexico due to the small
volume of certificates required and have
instead sourced EACs from Guatemala,
which shares an electrical interconnector
with Mexico. Our second solar PV array at
our manufacturing facility in China began
operating in September 2024 and following
a full operational year in 2025, the array
accounted for 15% of the site’s electricity
consumption.
Carbon neutrality
Carbon neutrality (or carbon neutral) is
defined as having zero Scope 1 and Scope
2 emissions by a combination of carbon
reduction activities together with offsetting
measures, such as carbon credits. We
have retired a total of 1,171 credits this
year, sourced from the Weyerhaeuser
Afforestation Project in Uruguay (350
credits) and the Corazón Verde del Chaco
Project in Paraguay (821 credits). The
Weyerhaeuser nature-based project covers
over 18,800 hectares of degraded land
which is expected to continue to degrade
in the absence of this afforestation project.
The Corazón Verde del Chaco project
supports the protection of native forest
in the Paraguayan Chaco, preventing
deforestation-related emissions while
delivering important biodiversity benefits
and long-term conservation outcomes.
GHG data verification
As part of improving our CDP disclosures,
we obtained external verification from
Lucideon CICS for our 2024 Scope 1 and
2 emission sources, as well as verification
for our Use of Sold Products emissions.
The verification findings provide limited
assurance that the GHG emissions
statement is materially correct and a fair
representation of the Group’s Scope 1, 2 and
Use of Sold Products GHG emissions. The
Group is committed to repeat verification
for these sources for the 2025 period as part
of our 2026 CDP disclosure.
Calculation methodology
Scope 1 and 2
Natural gas – Calculated using metered
consumption from supplier invoices. Where
actual consumption data was not available,
consumption has been estimated based on
floor areas and published benchmarks or
heating degree day regression analysis.
HFCs – Refrigeration emissions have been
calculated from service records where
available. Where records were unavailable,
HFC losses have been estimated using the
screening methodology which estimates
annual refrigerant losses based on
equipment type.
Company-owned vehicles – Emissions have
been calculated using fuel consumption
data where available. Vehicle type and
mileage have been used to calculate
emissions where fuel data is not available.
UK Government “SECR” kWh emission
factors have been utilised to calculate the
underlying energy use.
Electricity – Calculated primarily using
metered consumption from supplier
invoices and half-hourly consumption data.
Where actual consumption data is not
available, consumption has been estimated
based on floor areas and published
benchmarks.
Exclusions – Emissions from rented sales
offices with shared air conditioning services,
including our sales offices in the UAE and
Spain, have been excluded due to a lack of
data, however emissions are immaterial.
Scope 3
Financial screening – Purchased goods
and services, capital goods, business travel,
waste generated in operations and some
aspects of transport and distribution have
been calculated using a financial screening
methodology which uses high-level
environmentally extended input output
(“EEIO”) factors to estimate associated GHG
emissions from financial spend information.
Country or region-specific EXIOBASE EEIO
factors from 2020 have been utilised along
with the most up-to-date deflation factors
published by the World Bank and UK
Government to normalise spend back to the
year of the emission factors.
Upstream transportation and distribution
– We have obtained GHG calculations from
our main freight forwarder to improve the
calculation and move away from financial
screening. The calculations are completed
on a tonne/km basis in line with the GHG
Protocol and relevant UK Government
emission factors are used. The financial
screening is adjusted to exclude the main
freight forwarder from that part of the
calculation to avoid double counting.
Use of sold products – Emissions have
been modelled based on sales data and
product information and assumptions on
the use of our products over their expected
lifespan. For LED lighting products, we
have taken the quantity of lights sold and
their individual wattages and multiplied
by 75% of their overall lifetime run hours
toestimate their lifetime energy usage.
Electricity sourcing mix (MWh)
EAC Solar Standard Grid
2021
10,446
2024 2025
11,509
10,755
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48
Environment, Social and Governance continued
Creating a sustainable future continued
Task Force on Climate-related
Financial Disclosures (“TCFD”)
continued
Metrics and Targets continued
Calculation methodology continued
Scope 3 continued
This is then multiplied by the country of
saleelectricity emission factor, provided
by the UK Government for the UK and IEA
factors for the rest of the word. Where the
product wattage or lifetime run hours is
unknown, we uplift the emissions from
known products on a revenue basis to
estimate emissions from products with
missing information.
For EV chargers we have included the
standby power rating and charging losses
(excluding battery losses) within their
energy use calculation. Our EV charger
management system provides the annual
average energy consumption per sold
charger, which we use to approximate
the charging losses. We estimate that our
chargers have an average lifespan of eight
years. We multiply the estimated lifetime
energy use per charger by the country of
sale electricity emission factor.
For standby power products such as Wi-Fi
or USB‑enabled wall sockets and CMD
power distribution products, we assume
a standby power consumption of 0.1W
and an estimated lifespan of ten years. We
multiply the estimated lifetime energy use
per product by the country of sale electricity
emission factor.
For HEMs, we have assumed that these
systems are coupled with a solar PV system,
therefore emissions with these systems
arezero.
End-of-life treatment – We have calculated
the total weight of sold product and
packaging for the reporting period. Where
there is weight data missing, we have
used an average for the product category
to estimate the missing product and
packaging weight. Around 80% of our
products are sold within the UK, therefore
we have used UK Government waste
treatment statistics for packaging and the
Waste Electrical and Electronic Equipment
(“WEEE”) regulations to estimate the
treatment method for each waste stream.
Based on available data, an assumption on
packaging types was assumed to be 70%
paper and cardboard and 30% plastic and
UK Government emission factors were used
to estimate emissions.
Fuel and energy-related activities –
Theunderlying energy figures used
in the Scope 1 and 2 calculations have
been multiplied by the UK Government
well‑to‑tank and transmission and
distribution emission factors.
Downstream transportation and
distribution – Where our customers have
arranged the transportation of our products,
we have estimated their shipping costs on
the basis of what we have paid in terms
of shipping costs. We have then used the
EXIOBASE EEIO factors to estimate the
associated emissions.
To account for the retailing and distribution
emissions associated with our customers’
operations, we have taken a sample of our
customers’ Scope 1 and 2 emissions per
revenue by sales channel.
This is multiplied by the revenue from each
sales channel, with a multiplier to account
for customer margin, to estimate the
associated emissions.
Employee commuting – For China-based
employees, we have created a model
based on average commuting distances
within major Chinese cities and a survey on
modes of transport for commuting within
China. Within this model, UK Government
emission factors have been utilised as a
proxy, and we have applied a 15% uplift
to these factors to be conservative. The
majority of all other employees are based
in the UK and therefore the average
commuting emissions per full‑time
equivalent for a UK worker has been used.
Carbon Disclosure Project (“CDP”)
We received a leadership-level score
(“A-”) for our response to the CDP Climate
Change questionnaire in 2025, which
scoresus within the top 5% of the FTSE
SmallCap index. This is our fifth year
of reporting to the platform, so we are
delighted to haveachieved a strong
grade, reflecting ourprogress integrating
climate‑related issues into our business
operations. Our CDP response contains
further information on our climate
governance, riskmanagement processes,
climate‑related risks and opportunities,
GHG emissions and verification,
emission reduction targets, and a
strongbusinessstrategy.
EcoVadis
We received a 53% score for our 2025
response, which placed the Group in
the 41st percentile. Our score has shown
improvement against our 2024 score
(2024:43%), with our environment
(50/100to68/100) and sustainable
procurement (30/100 to 53/100) being
the main driving force behind the overall
improvement. One of our main 2026 goals
isto continue to improve our score in the
next disclosure cycle since we have had
more focus on it since 2024.
Science Based Targets initiative
Our near‑term emission reduction targets
were successfully validated by the SBTi in
April 2023. At present, our targets do not
include emissions data from the recent
acquisitions of D-Line and CMD. Now
that our base year inventory has been
updated to include these entities, a target
recalculation has been triggered as our
base year recalculation threshold has
been exceeded. Our target performance
is reported against the existing scope and
boundaries (excluding D-Line and CMD)
and we plan to update and revalidate our
targets through the SBTi in 2026.
The SBTi defines and promotes best
practice in science‑based target setting and
establishes how quickly organisations need
to reduce their GHG emissions to prevent
the worst effects of climate change. Our
targets are to:
• Reduce absolute Scope 1
1
and Scope 2
GHG emissions by 46.2% by 2031 from
a2021 base year
• Reduce absolute Scope 3 GHG emissions
from the use of sold products by 27.5%
by 2031 from a 2021 base year
1. Scope 1 emissions include the biogenic elements as per the SBTi target requirements.
Strategic Report
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49
Environment, Social and Governance continued
Creating a sustainable future continued
Task Force on Climate-related
Financial Disclosures (“TCFD”)
continued
Metrics and Targets continued
Science Based Targets initiative
continued
Scope 1 and 2 target
In 2025, our Scope 1 and Scope 2 emissions
fell by 6% compared to the previous year
and 10% relative to our 2021 base year,
reflecting continued progress in operational
efficiency and decarbonisation initiatives.
However, this reduction is below the
year-on-year decrease required to remain
on track with our SBTi validated trajectory,
leaving us 8.5% (98 tCO₂e) short of the
annual reduction needed.
We continue to achieve zero market-based
electricity emissions through the use of
renewable energy certificates and on-site
solar generation. We have introduced a
range of measures to tackle our Scope 1
emissions, including the measures outlined
on page 46.
However, several sources remain
challenging to abate in the near term.
These include emissions from fleet vehicles,
refrigerant gases, and fossil fuel‑based
processing and heating systems.
During2026, we will review and strengthen
our strategic plan to ensure alignment
with our near-term science-based targets.
Thisincludes integrating the updated
base year, which now incorporates the
acquisitions of D-Line and CMD, and
reassessing our reduction pathway
accordingly to ensure we get back on
trackagainst the year-on-year trajectory.
Scope 3 target
In 2025, our use of sold products emissions
increased by 6% compared to last year but
are 11.4% lower compared to the 2021 base
year. We are performing slightly ahead
of expectations against the year-on-year
reduction trajectory of 11% (2,054 tCO
2
e).
However, following the restatement of our
2021 base year emissions, we know that
our performance against this target is
significantly better and this will be reflected
once our SBTi targets are revalidated.
Over 98% of our 2025 emissions arise from
our LED lighting products and there are
several driving factors that impact progress
against our target, including the quantity of
products sold, changes in our product mix,
improvements in energy efficiency and the
lifespan of our products, as well as changes
in the carbon intensity of electricity grid.
We continue our efforts to develop energy
efficient products and enhanced controls to
help minimise the GHG emissions impact of
our products.
Low carbon product revenue –
£120msales by 2030
Low carbon products are those products
which are enablers to reduce greenhouse
gas emissions throughout their entire
life, compared to traditional counterparts.
Examples would be switching to LEDs
from traditional light bulbs or switching
to charging an electric vehicle rather than
using fossil fuels. Additionally, if the product
has better power controllability it enables
the use of less electricity, for example smart
lighting systems which only operate when
required. The definition in 2025 includes the
following products:
• LED lighting (excluding revenue from
lighting columns and other accessories)
• Energy Transition products including
EVcharging and HEMs
• Smart controls and electric heating
products
We generated £91.5m of revenue from
low carbon products in 2025, an increase
of 10.8% year-on-year, and we continue to
focus on this key area as society transitions
towards net zero emissions.
Scope 1+2 target (tCO
2
e)
2021 2024 2025 203 1
1,191.8
1,138.5
1,069.7
641.2
Scope 3 target (tCO
2
e)
2021 2024 2025 2031
526,775
440,702
466,776
381,912
Low carbon product revenue (£m)
2021 2024 2025 2030
56
83
92
120
SBTi targets currently exclude CMD and D-Line and therefore Scope 1+2 and Scope 3 performance has also been presented excluding CMD and D-Line.
Strategic Report
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50
Environment, Social and Governance continued
Creating a sustainable future continued
Sustainability objectives
Our progress against our sustainability
objectives for 2025 is outlined below, along
with our next steps for 2026.
Grow EV further in the domestic
space and expand into the
commercial space
EV sales continued to demonstrate
strong growth in 2025 and remain a core
component of our low carbon product
strategy. The UK EV charging market was
valued at £450m in 2025 and is forecast to
reach £1,244m by 2030, reinforcing this as a
key growth area for the Group. During the
year, EV charging sales increased by 84.7%
(2024: 25.6%), contributing significantly
to the performance of the Sync Energy
division, which generated £18.1m in sales
(2024: £9.8m).
Develop our Home Energy
Management system
Our new HEMs platform was launched
in 2025, providing customers with an
integrated solution to monitor and reduce
their energy consumption and associated
costs. Revenue from the HEMs product
range contributes directly to the Group’s
£120m low carbon product revenue target
for 2030, and continued expansion of
this range will be an important driver
ofprogress towards this goal.
Grow LED in our UK Trade and
Projects channels and our product
proposition
Our internal LED product ranges have been
supported by the launch of our commercial
lighting controls system which powered
the growth during 2025. Furthermore, our
external LED lighting product portfolio has
been enhanced, including release of our
new solar lighting ranges in DW Windsor,
which saw 5.3% sales growth in 2025. We
continue to ensure that our products are
innovate, good value and quality in the LED
space with our continued commitment to
research and development.
Deeper engagement with suppliers
and customers
Following expansion of the Global
Compliance team with the addition of
acarbon engineer whose focus is on
supplier engagement, TM65 and EPD
declarations, significant progress has been
made on the number of TM65s produced
in the year. For 2025 lighting revenue,
72% of project lighting ranges and 31%
ofLED lighting sales have accompanying
TM65 assessments, combining to a total
of£22.8m.
Fully incorporate the recent
acquisitions of CMD and D-Line
intoour GHG reporting and our
science-based targets
For the 2025 GHG disclosure, all entities
within the Luceco Group have been
incorporated into the consolidated GHG
inventory, covering the 2025 reporting year,
2024, and the 2021 base year. Although
the inventory has been updated to reflect
the recent acquisitions, the Group’s
science-based targets have not yet been
revalidated. During 2026, the Group intends
to resubmit its targets for validation by the
SBTi, with progress against these targets to
be reported in the 2026 Annual Report.
New objectives for 2026
1. Continue growth in EV markets, across
all business divisions
2. Grow HEMs product sales
3. Improve our EcoVadis score and
maintain CDP A‑ score
4. Grow solar product sales across all Group
sales channels
5. Fully incorporate the recent
acquisitions of CMD and D-Line into
ourscience-based targets and revalidate
targets
Strategic Report
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51
Environment, Social and Governance continued
Creating a sustainable future continued
Empowering people
How we’re empowering people
Action in the year Read more Status
Luceco culture
• Engagement survey
Page 54
Equality and gender diversity
• Ongoing monitoring and improvements
Page 54
Learning and development
• Utilisation of key L&D tools during the year
Page 54
• Identified L&D gaps for 2025 implementation Page 54
Key to status
Ahead of target On target Ongoing improvement
Complete
Our culture
Our business model is underpinned by the
“can-do” culture of our teams. Our people
are customer‑driven, designing products
which we know our customers will love and
that will improve the customer experience.
We are team-focused, working together to
achieve our objectives. We ensure that we
reward achievement with opportunity.
We aim to be bold and innovative, thinking
differently and trusting each other to
create great products for our customers.
Finally, alongside all these qualities, we
are principled in the way we act with our
customers and suppliers. We do what we
say and do what is right.
We recognise that in order for this “can-do”
culture to continue to thrive, we need
to invest in our people. We focus on the
training and development of our teams,
so they have the skills to innovate and
confidence to move quickly. We carefully
recruit from all backgrounds to ensure
our teams work well together. We engage
with our employees and act on their
feedback, toensure our teams feel part
of our business and go the extra mile for
our customers. Above all else, we treat our
teams with the respect and recognition
that their hard work deserves and apply the
same principled mindset to them as they
do to our customers.
Equality and diversity
We understand the importance and
benefits of greater diversity, including social
and professional background, cognitive
and personal strengths, sexual orientation,
disability status, gender and ethnicity
throughout the organisation. We are
committed to ensuring that recruitment
and promotion of individuals at all levels
of the business is based on merit and
objective criteria and that, within this
context, each candidate is judged on their
unique combination of skills, knowledge
and experience, cognitive and personal
strengths, and there is no relevance to their
social and professional background, sexual
orientation, disability status, gender and
ethnicity.
This is reflected in our Diversity and
Inclusion Policy, which demonstrates our
commitmentto:
• Developing an ethos which respects and
values all individuals equally
• Eliminating all forms of discrimination
• Ensuring there are no barriers based
upon colour, culture, ethnicity, race,
religion, disability, gender, sexuality or
age which limit or discourage access to
promotion, recruitment or training
• Ensuring that all aspects of employment
avoid stereotyping based upon colour,
culture, ethnicity, race, religion, disability,
gender, sexuality or age
• Promoting good understanding of
cultural, racial, ethnic and religious
diversity, good race relations, disability,
gender and age equality
• Taking positive action to encourage
the development of a more diverse
workforce
The policy is available on our intranet and
all new starters are made aware of it during
their induction into the business and are
expected to subscribe to it at the time of
their appointment.
The policy is reviewed on an ongoing
basis and a full review takes place at least
annually.
We do not tolerate behaviour which
breaches the policy and encourage staff to
use our grievance procedure to report any
actual or suspected breaches. We are not
aware of any breaches during the year.
Gender diversity
We have taken a number of steps in
recent years to promote the retention
of female talent, including improving
maternity benefits and improving flexible
working. Thetable overleaf shows the
gender diversity of our workforce at the
year end. With the proportion of females
holding Board, senior management or
direct report positions in 2025 being in line
with 2024, we appreciate there is more to
do to create a more diverse team within
managementpositions.
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52
Environment, Social and Governance continued
Gender diversity continued
Board
Senior
management
1
Direct
reports
2
Other
employees
Total
Male 67% Male 83% Male 79% Male 53% Male 55%
Female 33% Female 17% Female 21% Female 47% Female 45%
2025 2024
Male Female Male Female
Board 6 67% 3 33% 5 63% 3 37%
Senior management
1
15 83% 3 17% 14 78% 4 22%
Direct reports
2
125 79% 33 21% 93 80% 23 20%
Other employees 1,008 53% 905 47% 785 46% 922 54%
Total 1,154 55% 944 45% 897 49% 952 51%
1. Individuals reporting directly to the CEO or CFO.
2. Individuals reporting directly to senior management.
Flexible working
We appreciate the importance of flexible working in the modern workplace and we empower our employees to work flexibly when possible. We have a stand-alone Flexible Working Policy
and employees have a right to make an application from day one of their employment. This policy allows employees to request a change to the number of hours that they work, change
the pattern of hours worked or perform some or all of the work from the employee’s home. We also endorse hybrid working with our Homeworking Policy and, where circumstances allow,
there is a minimum requirement of 40% office attendance with the remaining 60% being home working. We recognise we have a duty of care to employees working from home and we
ensure that working from home risk assessments are performed in order to ensure our teams have the correct tools and environment to work comfortably.
Employee involvement
We know the importance of good internal communication. The Board communicates the strategy to employees each year and we provide regular updates on progress and any changes
taking place in the business, including quarterly updates from the senior leadership team. Employees are invited to contribute product or operational ideas and are supported by their line
managers and HR department if they have any concerns.
In 2025, we have introduced the Culture Club which acts to strengthen communication and engagement across the business. Its role is to provide a two-way communication forum,
bridging between employees and leadership, sharing updates, gathering feedback, and ensuring everyone feels informed and heard. The introduction of this forum has become a key
vehicle in actioning employee feedback, organising charity initiatives and enhancing employeewellbeing.
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53
Environment, Social and Governance continued
Empowering people continued
Employee engagement
In February 2026, we conducted our annual
Group-wide employee engagement survey.
Participation reached 80%, meeting our
target and reflecting strong engagement
across the organisation. While participation
was lower than the exceptional 87%
achieved in 2025, it remains well above
typical benchmarks for manufacturing
businesses, where participation rates above
70% are considered excellent.
In China, we saw a 96% participation rate
in a similar survey to last year, along with
engagement scores rising significantly from
90% last year to 97%.
The overall Group engagement score
for 2026 was 69%, a slight decrease
from 71% in 2025, but still 3% above the
industry standard for large manufacturing
organisations.
During 2025, we made meaningful progress
across key engagement drivers, including
communication, leadership visibility, social
connection, and learning and development
(“L&D”). This was supported by a range
of initiatives, including the launch of a
new Group intranet to enhance access
to information, expanded community
and charitable activities, a Group-wide
Leadership and Management Programme,
customer‑focused development
programmes, and a strengthened learning
offer for all employees.
For 2026, our analysis has highlighted three
priorities with the greatest potential to
improve engagement across the Group:
leadership communication and social
connection, leadership and management
capability, and L&D for all. Looking ahead,
we will continue to build capability, expand
high-quality development opportunities,
and further improve communication
channels.
Insights from this year’s survey remain
central to shaping our people strategy
and ensuring that the employee voice
continuesto influence decision-making
across the Group.
Remuneration arrangements
We ensure that our remuneration
policies and practices are aligned to
our purpose and values, support the
delivery of the Group’s strategy and
promote long-term sustainable success.
We regularly benchmark employee pay
against the external market to ensure it is
fair throughout the Group and we reward
achievement with opportunity.
All UK employees are encouraged to
participate in the Company’s performance
through our Share Incentive Plan (“SIP”),
where we provide each employee with the
maximum two free matching shares for
each partnership share that they purchase
through the scheme. This scheme not only
enhances retention, it also helps our teams
feel part of the business and allows them to
share in the Group’s success.
During 2025, we have taken further steps
to enhance the benefits available to
our employees as well as ensuring the
remuneration is fair and consistent between
our acquired businesses and the rest of the
Luceco Group.
Following a thorough review of the
employee pension scheme, we were
delighted to confirm a percentage increase
in employer contributions, meaning most
colleagues will see an uplift in the employer
contribution rate, which is now set at 6%
from January 2026. Holiday entitlements
have also been standardised to 25 days with
an option to purchase additional days at the
employee’s request.
We have enhanced our health care benefits
to ensure a better base‑level package is
provided to employees who choose to
enrol, whilst also reviewing our providers
to ensure our employees have the most
cost-effective range of options. We continue
to promote the health of our employees
through participation in the cycle to work
scheme, which we have improved in the
year by increasing the number of available
providers.
Finally, we have partnered with Octopus to
provide employees with an electric vehicle
salary sacrifice scheme, which we have
supplemented by providing all participants
with a free Sync Energy EV charger.
Learning and development
We know that high quality and sustained
L&D is crucial to the ongoing success of
the business. We are also aware that as we
encourage our teams to work flexibly, it is
all the more important that we maintain
consistency in our training procedures,
and this starts on day one of an individual’s
employment at Luceco Group. Within their
first week of employment, all staff receive
a Company induction from their Human
Resources Manager, Payroll Manager and
a Health, Safety and Facilities Coordinator.
This ensures the new team member feels
comfortable in their environment and that
they know we are available to help should
they need assistance.
We also recognise how important the line
manager’s role is in the induction process
and we ensure that all line managers are
trained in how to work with new starters,
how to identify their initial needs and how
to set clear goals and objectives.
Following induction, we continue to develop
employees for the long term. Through our
Annual Performance Review process, we
do not just look to appraise performance
in the year, we identify individual training
needs and ensure specific personal
development plans are in place to tailor to
that team member’s requirements. In 2025,
we took further steps to streamline the
personal development plans and appraisal
documents to support more meaningful
conversations within our teams.
Following feedback from the 2025
employee engagement survey we have
taken further steps to broaden the
training provided to our teams. Training
schemes including Sales, Leadership
and Management, Customer Service,
Introductions to AI and targeted
apprenticeships have all been provided
through the year.
We also take seriously the increasing cyber
security risks being faced by all companies
and conduct regular Group-wide cyber
security training for employees.
We have also invested heavily in our L&D
tools in recent years, which are available
to all employees. This platform covers
compulsory training, such as “Anti-money
Laundering” to ensure our teams have
the knowledge they need to comply with
all relevant laws and regulations, but also
includes modules related to personal
development and growth.
Importantly, the L&D platform also covers
learning regarding mental health and
general wellbeing, which is something that
we have signposted to our employees. Our
employees’ health, happiness and wellbeing
is paramount to us and we are pleased that
this platform is providing further support.
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54
Environment, Social and Governance continued
Empowering people continued
Working with integrity and transparency
How we’re working with integrity andtransparency
Action in the year Read more Status
Health and safety
• Very low level of incidents
Page 55
Key integrity and transparency policy
• Anti-bribery and Corruption Policy with
zerotolerance Page 55
• Whistleblowing for a clean open culture Page 56
• Supporting fundamental human rights Page 56
• Taxation compliance Page 56
• Supply chain validation Page 56
• Commitment to communities Page 56
Key to status
Ahead of target On target Ongoing improvement
Complete
We act fairly in our dealings with fellow
employees, customers, suppliers and
business partners. We are encouraged by
the progress we have made in improving
our EcoVadis score, having achieved
a “good” score of 53 in 2025 (2024: 43).
EcoVadis measures the transparency of our
actions to address a broad range of ESG
matters and we are pleased to have been
recognised as “committed” to this scheme
and look forward to further improving our
rating as we move forwards.
Our global Code of Conduct applies to
all Group employees and our external
business partners. It aims to ensure that
Luceco Group maintains consistently high
ethical standards across the globe, while
recognising that our businesses operate
in markets and countries with cultural
differences and practices. The Code of
Conduct is available on our intranet and all
new employees are made aware of it during
their induction.
Health and safety
Our Health and Safety Policy sets out our
approach to providing attractive working
conditions for our people. We aim to
prevent harm to, and promote the health of,
all employees, by applying health and safety
programmes, rules and regulations at all of
our sites.
We provide our customers with access to
our manufacturing facilities so they can
inspect and feel comfortable with the
working conditions in their own supply
chain. In 2025 we provided three separate
site visits with different customers to our
manufacturing facility in China.
All employees are responsible for complying
with health and safety regulations and
we have a health and safety champion in
each operating unit, who is responsible for
ensuring compliance with best practice and
all local regulations.
Our Health and Safety Policy is made
available in local languages and all new
starters must confirm that they have read
and understood it. The policy is reviewed in
full at least annually and more regularly if
required.
We continually monitor our health and
safety performance to ensure compliance
and to enable us to take any corrective
action if issues are identified. During the
year, there were 28 non-reportable, but
no reportable accidents in our Telford
facility (2024: ten non-reportable and one
reportable) and, in China, three minor
accidents were reported (2024: three minor
accidents).
We also recognise that workplace
stress is a health and safety issue and
acknowledge the importance of identifying
and managing stress in the workplace.
We have a Stress at Work Policy aimed
at reducing and managing work‑related
stress through proactive measures and
support systems. We have trained mental
health first aiders within the workplace
who are equipped to provide initial support
to someone experiencing a mental health
issue or emotional distress. We also provide
employees access to an around-the-clock
Employee Assistance Programme to
provide team members counselling and
advice whenever they may need it.
Anti-bribery and Corruption Policy
Our Anti-bribery and Corruption Policy
sets out our zero-tolerance approach,
which extends to all business dealings
and transactions in which we are involved.
The policy is widely publicised across all
our operations and is also available on
our intranet. All new starters are made
aware during their induction. It includes
a prohibition on offering or receiving
inappropriate gifts or making undue
payments to influence the outcome of
business dealings. We routinely review
ourpolicy and guidance in this area.
We maintain a log of all hospitality and gifts
offered to and by our people, whether or
not the hospitality or gifts are accepted. The
policy also makes clear how our people can
raise concerns or report any issues, which
should be raised with the Chief Financial
Officer as soon as possible. No concerns
were reported during the year.
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55
Environment, Social and Governance continued
Whistleblowing
We encourage an open culture, so any
issues can be raised and handled at a local
business level. However, we recognise
that there may be times when it is
uncomfortable or inappropriate for our
people to raise a concern through line
management.
We therefore have a Whistleblowing Policy
(“Speak Up”), which is available on the
corporate intranet. The policy is widely
publicised across our operations and sets
out clearly how colleagues should report
whistleblowing concerns.
Whistleblowing contacts are initially
received by an independent specialist
company, then passed to a nominated
Non-Executive Director, the Chief Financial
Officer and the HR team for further
investigation as necessary.
The Board routinely reviews the
whistleblowing process and the reports
arising from its operation, and ensures
that arrangements are in place for
the proportionate and independent
investigation of such matters and for
follow-up action. Matters raised during
theyear were all investigated and
resolvedsatisfactorily.
Human rights
One of our business principles is that we
will support fundamental human rights,
in line with the legitimate role of business.
Our Code of Conduct sets out our policies
in respect of a range of human rights and
related issues, including child labour, forced
labour, the right to organise, collective
bargaining and participation in political life.
The Group’s operations in high-risk
countries must perform self‑assessments,
to make sure they are aware of the human
rights impact of their operations. If a
negative impact seems possible or likely,
they are encouraged to take precautions
or find solutions that are beneficial for
employees and the communities in which
they operate.
Among our international operations, China
is the location where people’s rights could
be most at risk. By owning the facility
in China, we can directly control the
environment and conditions in which our
employees live and work, to ensure they are
treated fairly and in accordance with our
policies. The Directors and senior leadership
regularly visit China and routinely invite
customers to the facility, so they can witness
the working and living conditions of our
employees. This helps our customers to fulfil
their own responsibility agendas.
The UK Modern Slavery Act 2015 requires
us to outline the steps we take to identify
and prevent modern slavery within our
organisation and supply chain. The latest
statement is available on our website:
www. lucecoplc.com.
Approach to taxation
We are committed to complying with
all applicable tax laws, both in the UK
and in all countries in which we operate.
It is a core principle of the Group that
deliberately failing to comply with tax
law is unacceptable; our tax affairs are
kept in good order and uncertainties are
minimised. We have a low tolerance to tax
risk, and we plan our taxes with reference to
current relevant tax legislation.
When entering into commercial
transactions, where appropriate we seek to
take advantage of available tax incentives,
reliefs and exemptions, in line with local
tax legislation, but we do not undertake
tax planning unrelated to our commercial
transactions. We apply the OECD transfer
pricing guidelines to intercompany
transactions so as to ensure the prohibition
of tax avoidance through transfer pricing.
We do not, and will not, have a presence in
a country in which we are not commercially
operating, simply to minimise the Group’s
global tax liabilities.
External tax advisers prepare tax
benchmarking analysis to support all Group
transfer pricing arrangements.
Supply chain
The Group wants to do business with
partners who endorse our values and our
social and environmental standards. We
regard the application of our business
principles as being of prime importance
in deciding whether to enter into or to
continue relationships with suppliers and
contractors.
Our Supplier Code of Conduct is designed
to ensure that all of our business
partners, suppliers and manufacturing
meet our basic expectations of doing
business related to legal requirements,
ethical practices, human rights and
environmentalmanagement.
These standards are based on
well‑respected and recognised international
standards, including the International
Labour Organization, United Nations
Universal Declaration of Human Rights
andindustry best practices.
We source raw materials and certain
products from suppliers in close proximity
to the factory in China. The Directors and
senior leadership visit suppliers periodically,
to inspect their operations and ensure they
are satisfied by how the supply process
is managed, the quality of products
producedand the working environment
ofthe employees.
Communities
We are committed to contributing to the
communities we operate in and our Code
ofConduct encourages our people to
actively participate and to propose projects
to site management or site committees.
In 2025, following an employee vote, the
British Heart Foundation was nominated
as our UK charity partner, with successful
fundraising events held across our UK
locations. Alongside this, our UK teams
also took part in local initiatives such as
food bank collections, animal sanctuary
volunteering, litter-picking and clothing
donations. Our international teams also had
great success with a range of volunteering
and fundraising events.
In Jiaxing, China, we are heavily involved
with the local university, establishing
a “Luceco class” where students were
selected to receive weekly lectures for
three terms. These are led by our managers
or technical experts and aim to provide
students with greater business sense and
awareness, career advice and preparation
for entering the work environment, with
exposure to marketing, management,
product knowledge and development and
project management.
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56
Environment, Social and Governance continued
Working with integrity and transparency continued
Customers
Importance of stakeholder and materialissues
Our customers are at the forefront of all business decisions, from product innovation
anddevelopment to our superior customer service offering. They can be grouped into
thefollowing categories:
• Distributors to retail consumers
• Distributors to professional contractors
• Professional contractors
• Housebuilders
• Installers
• Influencers over the above groups, such as designers, architects and specifiers
The Group engages to ensure customers are satisfied with existing services and it is
wellpositioned to meet their future needs.
Material issues
• Product design and innovation
• Product quality
• Adherence to codes of conduct, e.g. ethical treatment of employees
• Product availability
• On-time delivery
• Price
• Guidance and solutions
• Payment terms
• Sustainability considerations in the supply chain
Board and senior management actions
and how we engage
• Salespeople with assigned relationships who are in
continuous contact with our customers
• Attendance at trade shows
• Attendance at our customers’ supplier events
• Customer visits to our key manufacturing and
distributionsites
• Meetings with our customers’ senior management
teamsto discuss long-term strategy
• Regular customer satisfaction surveys
• Review of EPOS data
2025 outcomes in the reporting period
• Sales growth of 11.9%
• Increasing the proportion of deliveries made
ontime and in full
• Investment in new software to promote the
success of turnkey solutions for customer
Further information
• Strategy and Measuring our Performance
sections on pages 16 and 17 and page 22
Long-term success and delivering against our
strategy is dependent on having strong
relationships with all our stakeholders.
With regard to more Company-specific
stakeholder groups, the Board has identified
those key to the Company based on each
group’s potential to a) be impacted by the
Company’s activities, and/or b) have an
impact on the Company’s activities. These
key stakeholders, as agreed by the Directors,
are set out on pages 57 to 61, together with
information about their material issues and
methods of engagement.
For the coming year, the Board will
continue to ensure effective stakeholder
engagement, ensuring the frequency of
interaction is maintained and reviewed
(where appropriate) over matters that
are considered material to the Group. In
particular, the Company’s key stakeholders
and methods of engagement will be kept
under review and reported on each year in
the Company’s Annual Report.
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57
Our Stakeholders
Employees
Importance of stakeholder and materialissues
Our people are the source of our competitive advantage. They win new business,
takesales orders, develop and manufacture our products and ensure they are
deliveredtoourcustomers on time. Itisparamount to us that we look after our
colleaguesand recently we have focused on their mental wellbeing just as much
asphysical.
The Group employs c.1,800 people worldwide, with the majority based in the UK
andChina.
It is critical that we continuously engage with them to learn new ways to improve
ourbusiness and todevelop them as individuals.
Material issues
• Learning and development
• Health and safety
• Opportunities for career progression
• Diversity and inclusion
• Reward, including by way of internal Share Incentive Plan (“SIP”) for eligible
employees
Board and senior management actions
and how we engage
• Completion of annual Group-wide employee
engagementsurvey
• Annual visits by the Board to major Group locations
• Regular visits by the CEO/CFO to all Group locations,
whichinclude employee “town hall” meetings
• Regular visits by Julia Hendrickson, our Non-Executive
Director responsible for employee engagement,
toGrouplocations to consult with small groups
of employees
• Creation of personal development plans for
each employee
• Fair remuneration benchmarked against
theexternalmarket
• Monthly employee newsletter
• Employee access to a whistleblowing helpline
• Monthly meetings with employee representatives
todiscuss health and safetymatters
2025 outcomes in the reporting period
• Continuing to endorse hybrid working,
together with frequent communication with
our employees
• Our Learning & Development platform served
as a key development resource for employees
throughout the year
• Increasing participation in the SIP
• Presentations by CEO and CFO including
Q&Asession
Further information
• Empowering people section of Environment,
Social and Governance on pages 52 to 54
• Workforce engagement section in Corporate
Governance Report on page 78
Suppliers
Importance of stakeholder and materialissues
Strong supplier relationships are crucial in ensuring we can fulfil our customers’
needsand provide a high level of customer service.
We have the following types of suppliers:
• Raw material/component suppliers
• Original equipment manufacturers (“OEMs”)
• Service providers
The Group engages with suppliers to ensure those in its supply chain work
collaborativelyto meetcustomer needs.
Material issues
• Long-term partnership
• Price
• Fair payment terms
Board and senior management actions
and how we engage
• Site visits by the CEO/CFO to major OEMs and
electricalcomponent manufacturers
• Group‑wide Supplier Code of Conduct
• Supplier performance audits
• On-site quality testing teams
• Electronic auctioning of supply contracts
• Monitoring of creditor days to ensure payments
arebeingmade to terms
2025 outcomes in the reporting period
• Adjusted Operating Margin of 12.5%
• Creditor days of 74
Further information
• Strategy and Measuring our Performance
sections on pages 16 and 17 and page 22
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58
Our Stakeholders continued
Shareholders
Importance of stakeholder and materialissues
We favour a transparent and open conversation with our shareholders.
The Group’s largest shareholders are listed on page 118.
Engagement ensures there is a clear understanding of the Group’s strategy and
performance, allowing shareholders to make an informed investment decision.
Material issues
• Transparent strategy and performance
• Adequate return on investment
• Appropriate governance, including ESG matters
Board and senior management actions
and how we engage
• Long-term shareholder value considerations proposed
atBoard strategy meetings
• Interim dividend of 1.8p
• Final dividend. The Board is recommending a final
dividendof 4.2p per share which is consistent with
a 40%full-year payout, payable on 22 May 2026 to
shareholders onthe registrar on 10 April 2026
• Investor Relations section of www.lucecoplc.com
• Twice-yearly results announcements and subsequent
shareholder visits by the CEO/CFO
• Regular trading updates
• Liaison with research analysts
• Regulatory news announcements
• Annual General Meeting
2025 outcomes in the reporting period
• Strong shareholder engagement
• Regular investor meetings
• Dividend payments twice a year
Further information
• www.lucecoplc.com
• Shareholder engagement section in Corporate
Governance Report on page 80
Funding providers
Importance of stakeholder and materialissues
Borrowings allow the Group to invest in future growth and offset borrowing costs
againsttaxableprofits.
The Group is currently funded by syndicated bank debt.
Engagement maximises access to sources of funding.
Material issues
• Transparent strategy and performance
• Repayment in accordance with loan agreements
• Compliance with loan covenants
• Security
Board and senior management actions
and how we engage
• Regular meetings between the CFO, Head of Treasury
&Taxand relationship bank(s)
• Meetings with existing and future lenders ahead of
plannedrefinancing
• Covenant compliance certification
2025 outcomes in the reporting period
• New banking facility signed in May 2025 which
provides facility to 2028 with option for further
two years to 2030
• Bank Net Debt to Bank EBITDA ratio of 1.2 times
in the period
Further information
• Financial instruments disclosures on pages 163
to 169
• Capital management notes on pages 169 and 170
Local communities
Importance of stakeholder and materialissues
We aim to have a positive impact on the environment in locations in which we operate.
We have a vested interest in the long-term success of each community, from which our
workforce is drawn.
We operate in nine locations globally and contribute in each of the local communities.
Material issues
• Job creation
• Environmental compliance
• Contribution to the development of the wider community
Board and senior management actions
and how we engage
• The engagement of c.1,800 jobs globally
• Compliant with various recognised environmental
standards: ISO 14001, WWF LCMP, ESOS II
• Continued commitment to local university in Jiaxing, China
2025 outcomes in the reporting period
• Achieved “A-” rating from the Carbon
Disclosure Project – which is in the top 5% of
the FTSE SmallCap index
Further information
• Environment, Social and Governance on
pages29 to 56
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59
Our Stakeholders continued
Section 172(1) Statement
Section 172(1) of the Companies Act 2006 (“Act”) imposes a duty on Directors to promote the
success of the Company for the benefit of the wider Group, shareholders and having regard
to its stakeholders.
Decisions by the Board take into account the following matters (collectively referred to as
“s172 Matters”):
• The likely consequences and risks of any decision in the long term and the risks to the
Group and its stakeholders;
• The interests of all stakeholders including shareholders, employees and local
communities;
• The Company’s ongoing relationships with its suppliers and customers;
• The impact that the Company’s products and business have on the community and the
environment;
• Maintaining the Company’s reputation for high standards of business conduct; and
• Acting fairly between members of the Company.
The Directors confirm that they have acted in a way that they consider, in good faith, to
be most likely to promote the success of the Company for the benefit of its members as a
whole, and in doing so have had regard, amongst other matters, to the s172 Matters.
Consideration is given to s172 Matters in relevant meeting papers, and evaluation of s172
Matters and affected stakeholders form an integral part of Board discussions and decisions
through rigorous evaluation, risk management and challenge to promote the long-term
success of the Company.
This statement, together with the examples on pages 57 to 59 and those sections of the
Annual Report outlined below, describe how the Directors have had regard for s172 Matters
in respect of the year.
Section 172(1) area Further information can be found on
a) The likely consequences and risks
ofany decision in the long term
Strategy and business model: page 15
Our strategy: pages 16 and 17
b) The interests of stakeholders Strategy and business model: page 15
Stakeholder engagement: pages 57 to 59
Our culture: page 52
Remuneration Committee Report: pages89
to 115
c) The Company’s ongoing
relationships with its suppliers
andcustomers
Strategy and business model: page 15
Our strategy: pages 16 and 17
Stakeholder engagement: pages 57 to 59
d) The impact that the Company’s
products and business have on the
community and the environment
Strategy and business model: page 15
Our strategy: pages 16 and 17
Stakeholder engagement: pages 57 and 58
ESG Report: pages 29 to 56
TCFD: pages 31 to 50
e) Maintaining the Company’s
reputation for high standards
ofbusiness conduct
Strategy and business model: page 15
TCFD: pages 31 to 50
Non-Financial and Sustainability
InformationStatement: page 69
Principal Risks and Uncertainties:
pages 62 to 66
Audit Committee Report: pages 85 to 88
f) Acting fairly between members
of the Company
Strategy and business model: page 15
Our strategy: pages 16 and 17
Stakeholder engagement: pages 57 to 59
Remuneration Committee Report: pages 89
to 115
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60
Our Stakeholders continued
Section 172(1) Statement continued
Major Board decisions
A summary of the Board’s major decisions and activities during 2025 can be found below along with how the Section 172(1) factors were considered as part of those decisions.
This,combined with our key engagement activities on pages 57 to 59, makes up our Section 172(1) Statement.
Dividend approval
Decision-making process
• During the year, the Board considered and approved two
proposals to a pay a dividend, in line with the Group’s
dividend policy which has a payout ratio of 40-60% of
Adjusted Profit After Tax
• The Board ensured that payment of the dividends would
not impede the Group’s ability to maintain high standards of
business conduct and serve its customers, employees and
communities
• In line with legal requirements, the Board also considered
the distributable profits legislation. The Board satisfied itself
that payment of the dividends would be in line with legal
and regulatory requirements
• The Board is recommending a final dividend of 4.2p per
share which, with the interim dividend of 1.8p, is consistent
with a 40% payout, payable on 22 May 2026 to shareholders
on the register on 10 April 2026
2026 Budget approval
Decision-making process
• In December 2025, the Board considered the Budget for
2026 and the Group’s five-year plan (“Budget and Strategy
Proposals”). The Executive Directors of the Board were
subject to robust challenge of the Budget and Strategy
Proposals, which ensures that the Company’s resources are
appropriately deployed and that the business is positioned
for long-term, sustainable success. When taking its
decision to approve the Budget and Strategy Proposals the
Board considered the various perspectives of the Group’s
stakeholders
• The Board considered, among other things, levels of
disposable income, interest rates and how such factors
impact customer affordability and demand for Company
products. Consideration was also given to global
macroeconomic conditions and, in particular, the impact
oftariffs imposed by the Trump administration
• The Board also considered how the Group’s operations
needed to be resourced to ensure that high levels of
customer service and product quality were maintained.
Consideration was given to synergies to be achieved
acrossthe Group’s operations and whether consolidation
or further acquisition of factory space was required to meet
the Company’s future needs as outlined in the Budget and
Strategy Proposals
• The Board’s discussions resulted in the approval of the
Budget and Strategy Proposals which promote operational
synergies and maximise value for all stakeholders in
furtherance of the long-term efficiency and sustainability
ofthe Company
Board composition and succession planning
Decision-making process
• During 2025, the Board reviewed and approved the
appointment of Martyn Coffey as an independent
Non-Executive Director. During the reporting period,
JanetRyan, an independent Non-Executive Director,
assumed the role of Chair of the Audit Committee
• In the search for a new independent Non-Executive Director,
the Nomination Committee engaged Russell Reynolds
Associates and provided an outline for the key requirements
for a successful candidate considering the Board’s Diversity
and Inclusion Policy requirements and time commitment
required. Potential candidates were reviewed against the
key requirements of the role. The Board considered that
Martyn Coffey brings a wealth of experience across various
industries and in particular in relation to supply chains. The
Board anticipates that Martyn’s expertise will enhance the
Board’s current skillset by bringing additional perspective
around supply chain and related stakeholders
• Succession planning has been an area of focus for the Board
in the circumstances where Tim Surridge and Caroline
Brown succeeded their nine-year tenure on the Board in
the reporting period. As part of this assessment process
the Board has considered succession requirements for the
Board, the length of tenure for all Non-Executive Directors
and independence requirements. In compliance with the
Code, the Board has sought to address composition and
succession planning in an orderly manner such that the
Company can continue to maintain its high standard of
conduct
• The Board considers the appointment of Martyn Coffey is
in the best interests of the Company and its stakeholders
and ensures that there is the correct balance of skills and
expertise on the Board
Strategic Report
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61
Our Stakeholders continued
The Board is responsible for identifying, reviewing
andmanagingbusiness and operational risk.
It is also responsible for determining the
level of risk appetite it is prepared to take in
the ordinary course of business to achieve
the Group’s strategic objectives and to
ensure that appropriate and sufficient
resource is allocated to the management
and mitigation of risk.
In addition to the risk management
framework, the Board has delegated
responsibility to the Audit Committee for
reviewing the overall process of assessing
business risks and managing the impact on
the Group as described on pages 85 to 88.
The Group’s risk management process is set
out below.
The principal risks identified and actions
taken to minimise their potential impact are
included on pages 63 to 66. This is not an
exhaustive list but those the Board believes
may have an adverse effect on the Group’s
cash flow and profitability.
In determining whether it is appropriate
to adopt the going concern basis in the
preparation of the financial statements, the
Directors have considered these principal
risks and uncertainties. The Viability
Statement on pages 67 and 68 considers
the prospects of the Group should a
number of these risks crystallise together.
Risk management process
The senior leadership team maintains a
register of identified business risks (financial
and non-financial) which it categorises
in terms of probability of occurrence and
the potential impact on the Group should
the risk crystallise. Mitigating actions
undertaken and recommendations for
further reduction of risk are also included.
Recommended actions are put forward to
the Executive Directors for consideration.
The Executive Directors review and
challenge the content of the risk register
and the recommendations. Risk mitigation
actions are agreed, and a plan is created.
Each action is assigned an owner who is
responsible for carrying out the required
action within an agreed timescale.
The Executive Directors review the progress
made against any actions that have been
carried forward.
The Audit Committee regularly reviews risk
management and is provided an update in
respect of progress made in the reduction
of existing risks, summary of newly
identified risks and the actions agreed to
reduce them to an acceptable level.
These risks are reviewed in conjunction
with the Audit Committee’s other
responsibilities, including the internal
control framework, external audit process
and financial reporting.
The Audit Committee provides an update
and appropriate recommendation to the
Board, where required, for the Board to
consider in conjunction with the strategic
objectives of the Group.
Independent assurance is provided
through the annual statutory audit and
the periodic internal control reviews and
the monitoring of, and adherence to,
policies and procedures by an external
assuranceprovider.
Senior management
Reviews and updates the risk register for
new risks, identifies mitigations in place
and recommends actions to reduce risk.
Executive Directors
Review and challenge the risks
identified and the actions proposed to
mitigate them; approve and monitor
agreed actions.
Audit Committee
Monitors and reviews the risks in
conjunction with the internal control
framework, audit process and financial
reporting.
The Board
Holds overall responsibility for effective
internal control, risk management and
the risk appetite of the Group.
Independent assurance
Periodic internal control reviews and
monitoring of adherence to policies and
procedures by an external audit and
assurance provider. Statutory audit by
aregistered auditor.
Strategic Report
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62
Principal Risks and Uncertainties
Concentration risks associated with operations:
Risk appetite:
Accepting Neutral Averse
Risk and impact:
• The Group’s products are overwhelmingly sourced from one country
(China) and a large proportion are made in one location (Jiaxing)
• Disruption to our Jiaxing facility could compromise our ability to serve
our customers, including issues arising from a constrained global energy
market
• General disruption, including to shipping routes between China and our
selling markets (particularly the UK), could increase our costs or limit our
ability to serve our markets
• China could be impacted by events in Ukraine/Russia, which impacts our
ability to manufacture products
Mitigation:
• UK buffer stock is held in the event of supply disruption in China
• All suppliers are provided with visibility of forward orders and supply
issues are discussed upfront
• Production facilities in China are spread across multiple buildings on
the same site to mitigate risk
• The Group owns its product designs and production tooling, allowing
manufacturing to be moved between suppliers more easily
• Business continuity plans are in place for the Jiaxing site
• Business interruption insurance is in place for the Jiaxing site, Telford
site and our OEM supplier of Portable Power products
Change in year:
–
Net risk level:
Low Medium High
Risk owner: CFO
Principal risks
Heatmap
Key to heatmap
1. Liquidity
2. Foreign exchange
3. Accounting error – external or
management reporting
4. Misappropriation of Group assets
byemployee
5. Talent
6. Intellectual property challenge
7. Laws and regulations
8. Transfer pricing
9. UK/international/China trade relations
10. UK macroeconomy
11. China supply chain
12. Investor or customer pressure
on ESG
13. Disruption to production facility
inChina
14. Disruption to non-China facility
15. Disruption to key supplier facility
16. Supply and transport disruption
17. Increase in input costs
18. Poor quality of supplied or
shippedgoods
19. Fail to innovate/market shift/
BlackSwan
20. Loss of key customer or material
customer stock change
21. Increase in energy costs
22. Impact of acquisitions
23. Loss or inappropriate release of data
Impact
Likelihood
23
22
21
2019
17
16
14
15
13
12
11
10
9
8
187
64 5
3
2
1
Strategic Report
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63
Principal Risks and Uncertainties continued
Concentration risks associated with customers and products:
Risk appetite:
Accepting Neutral Averse
Risk and impact:
• The Group has a number of key customers representing c.40% of Group
revenue. A change in demand from these customers could result in
reduced sales and profits
• The Group’s committed order book extends two to three months
forward. Orders thereafter are uncommitted
• Geopolitical instability creates price changes and shortages of materials
and the impact of inflation on input costs from energy and material
costs impacting product cost and profitability. This has been prevalent
with copper-based products due to increasing global demand as
electrification escalates in many sectors
• A change in energy prices could increase the Group’s operating costs,
reduce profits and/or price competitiveness
• The Group has a material exposure to the purchase price of copper.
Anadverse move could reduce profits and/or price competitiveness
Mitigation:
• Key customers typically follow a tender process, providing visibility of
business wins and losses
• Large customers typically take 6-12 months to implement a large range
change throughout their networks, giving us time to react
• The cost of range changes for large customers is high, reducing the
likelihood of occurrence
• Relationships with the Group’s large customers are established
• Capacity at our factory and at our OEM partners in China can be
changed quickly and cost effectively
• The Group hedges its USD:RMB and some copper exposures according
to a Board-approved policy. The hedging is conducted conscious of the
duration of any fixed selling price commitment offered to customers
• The Group has fixed price gas and electricity contracts covering a
significant proportion of its energy use
• Application of the hedging policy is reviewed by the Board
Change in year:
–
Net risk level:
Low Medium High
Risk owner: CEO
Macroeconomic, political and environmental:
Risk appetite:
Accepting Neutral Averse
Risk and impact:
• A deterioration in trade relations between the UK and China could
disrupt product supply and/or increase costs. Tariff impacts are on the
agenda with the USA and China which could have knock-on impacts for
other tariff arrangements
• The Group has a concentrated exposure to the UK market. UK economic
headwinds and higher interest rates could reduce profits
• A failure to respond to governmental, cultural, customer or investor
requirements on ESG in the following areas: changing customer
behaviourand demands (e.g. electric vehicle charging), increased
stakeholder concern, negative feedback or non-compliance on ESG
strategy, increased severity and frequency of extreme weather events
accelerating ESG progress; all of which could result in reduced profits or
areduced share price
Mitigation:
• We have clear sustainability objectives tied to management
compensation plans. Our progress is visible via independent bodies
such as CDP and SBTi
• The Group is expanding and developing its product range of low carbon
products (e.g. LED lighting and EV chargers)
• The Group is diversified by market segment within the UK, reducing
risk
• The Group is largely exposed to the RMI cycle, which can be less
susceptible to macroeconomic forces
• UK buffer stock is held in the event of supply disruption in China
• A “China Plus 1” sourcing strategy is being developed
• Management liaises closely with investors and customers to
understand their future ESG needs and responds accordingly
Change in year:
–
Net risk level:
Low Medium High
Risk owner: CEO
Principal risks continued
Strategic Report
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64
Principal Risks and Uncertainties continued
Loss of IT/data or systems:
Risk appetite:
Accepting Neutral Averse
Risk and impact:
• Loss of IT functionality would compromise operations, leading to
increased costs or lost sales
• Loss of sensitive data from our IT environment would expose the Group
to regulatory, legal or reputational risk
• Increased cloud server usage increases risk of data loss or compromise
andcyber risk is on an upward trend, impacting operations and
reputational risk
Mitigation:
• Market-leading cyber security tools and monitoring are in place
• Market‑leading data backup tools are in place
• IT disaster recovery plans are in place throughout the Group
• We conduct regular penetration testing
• We conduct regular Group-wide cyber security training for employees
• IT incidents are reported to the Board
Change in year:
Net risk level:
Low Medium High
Risk owner: CFO
People and labour shortages:
Risk appetite:
Accepting Neutral Averse
Risk and impact:
• Loss of key employees could damage business relationships or result in a
loss of knowledge
• A shortage of available labour for key roles could disrupt operations and
impact long‑term progress
• Depending on the job role and team, COVID-19 has changed employees’
and employers’ workplace expectations. A more fluid working
environment in both the office and home is more commonplace. The risk
of not adapting to this change in working practices could lead to loss of
employees and an inability to attract talent
Mitigation:
• Key relationships are typically shared between more than one
employee
• The Group’s service offering is multi-faceted, reducing the risk that the
lossof an employee would result in lost sales
• Retention of key employees is driven by long-term personal
development and incentive plans and ensuring compensation is
regularly benchmarkedfor competitiveness. These plans are reviewed
by the Remuneration Committee
• Workforce engagement surveys ensure employee needs are identified
andaddressed, promoting retention
• Adoption of hybrid working practices within appropriate teams
andlocations
Change in year:
–
Net risk level:
Low Medium High
Risk owner: CFO
Acquisitions:
Risk appetite:
Accepting Neutral Averse
Risk and impact:
• An ill-judged acquisition could reduce Group profit and return on capital
• Unable to grow or develop an acquired business in line with
expectations, leading to lower profits
• The Group’s acquisition strategy could compromise/distract the
execution of strategy in other areas
Mitigation:
• Our acquisition strategy is set by the Board
• Board members possess relevant M&A experience
• The acquisition strategy is implemented by an experienced in-house
team
• The Group’s key markets are relatively stable, meaning acquisition
targets typically have an established track record
• Individual acquisitions are typically small relative to the size of the
Group, reducing the impact of each deal and reducing potential
distraction
• The Group conducts extensive due diligence prior to acquisition
• All acquisitions are approved by the Board
Change in year:
–
Net risk level:
Low Medium High
Risk owner: CEO
Principal risks continued
Strategic Report
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65
Principal Risks and Uncertainties continued
Legal and regulatory:
Risk appetite:
Accepting Neutral Averse
Risk and impact:
• The Group could infringe upon the IP of others, leading to legal claims
• The Group’s products could fail to meet regulatory requirements
or experience quality failures, resulting in legal claims and/or
reputationaldamage
• The Group’s businesses could fail to meet regulatory requirements in
their countries of operation
• The Group could fail to comply with local tax laws, particularly regarding
transfer pricing
Mitigation:
• The Group receives IP advice from external experts
• The Group’s products are certified for use prior to launch by external
experts
• The Group has extensive quality assurance resources in the UK and
China
• Suppliers are required to adhere to a strict Code of Conduct
• Supplier compliance with the Code of Conduct is audited by our in-
house teams
• Product liability claims are reported to the Board
• Product liability insurance is in place globally
• The Group’s transfer pricing policies are reviewed regularly with the
help ofexternal experts
Change in year:
–
Net risk level:
Low Medium High
Risk owner: CFO
Finance and treasury:
Risk appetite:
Accepting Neutral Averse
Risk and impact:
• The Group could fail to provide sufficient funding liquidity for its
operations
• The Group has a material exposure to movements in the USD and RMB
currency rates. An adverse move could reduce short-term profits and/or
long‑term competitiveness
• The Group could fail to report its financial performance accurately,
leadingto inappropriate decision-making and regulatory breaches
• The Group could suffer fraud across its widespread operations
Mitigation:
• The Group hedges its currency exposures according to a Board-
approved policy. The hedging is conducted conscious of the duration of
any fixed selling price commitment offered to customers
• The Group has a clear Capital Structure Policy that is designed to
provide sufficient liquidity
• The Capital Structure Policy is implemented by Treasury experts and
monitored by the Board
• The Treasury team prepares regular cash flow forecasts. The Group’s
financial statements require relatively few judgements or estimates,
reducing the risk of misstatement
• The Group’s accounting policies and internal accounting manual are
approved by the Board
• The Group operates two main accounting centres in the UK and China,
which are overseen closely by the Group Finance team
• The Group has invested in market-leading financial accounting and
reporting software
Change in year:
–
Net risk level:
Low Medium High
Risk owner: CFO
Principal risks continued
Strategic Report
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66
Principal Risks and Uncertainties continued
Viability Statement – assessing
long-term prospects
Current position
• The Group has a significant share
of the UK market, particularly for
Wiring Accessories and Portable
Power products. It has expert market
knowledge, long-established customer
relationships and a broad product
offering. Its high share of this market
generates significant economies of scale
• The Group has successfully penetrated
the growing LED market. Its competitive
range of high-quality, affordable
products should sustain future market
share gains
• The Group is developing products in
the Energy Transition space which is a
strong growth area for the Group
• The Group is using its product
experience to build profitable businesses
internationally
• The Group has a successful track record
of new product development
• The Group’s own manufacturing facility
in China allows high-quality products
to be brought to market quickly and
cost-efficiently
• The Group’s policy is to operate with
Bank Net Debt between 1.0 and 2.0
times Bank EBITDA to ensure the Group
has sufficient cash to reinvest in growth
and respond to changing circumstances
Strategy and business model
Business model:
• Design: we are the innovators within the
product categories we serve. Innovation
allows us to up‑sell and improve
profitability. Our designs, starting with
the customer in mind, are brought to the
market quickly
• Make: we operate a vertically integrated
business model with an agile production
capability. We have invested in
our facility to ensure we can make
high-quality, low-cost products
• Market: we have been serving our
largest customers for many years. We
operate in diverse but synergistic sales
channels. We are investing in our online
marketing and academy for customers
and contractors
• Fulfil: we have a supply chain which is
flexible to customer needs and offer
high outbound service levels using the
best available technology
More information on the Group’s business
model can be found on page 15.
Strategy:
• Grow our presence in higher-growth
product segments
• Enhance our existing market position
• Expand the breadth and depth of our
product range
• Deliver synergistic growth
More information on the Group’s strategy
can be found on pages 16 and 17.
Principal risks to strategy and
business model (in order of impact
onviability)
• Macroeconomic, political and
environmental
A UK macroeconomic downturn, due
to higher interest rates and living costs
and global energy and material price
increases, could adversely affect the
demand for and pricing of our products.
The Group is facing a changing ESG
environment which impacts a number
of stakeholders from customers to
investors that could lead to loss in
revenue and profitability, although
currently this exposure is low
• Concentration risks associated with
operations
Due to an event such as a fire, flood,
power outage, or IT failure in China.
Shipping and transportation disruption
between the Group’s end markets and
its sources of product supply which are
overwhelmingly in China
• Concentration risks associated with
customers and products
The loss of a key customer would result
in a short-term shortfall in profit and
cash whilst sales were replaced by
growth elsewhere
Luceco plc –
Viability Statement approach
Viability – assessing
long-term prospects
Current position
Strategy and business model
Principal risks
Viability – assessing analysis
Scenario testing
Mitigation
Likely output
Underlying assumptions and
assessments
Viability Statement
Strategic Report
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67
Viability Statement
Viability Statement – assessment analysis
Principal risk Scenario test Likely output
Macroeconomic, political
andenvironmental
• Management have modelled the following two scenarios in UK
macroeconomic downturn:
1. Reduction in UK revenue and gross profit for 18 months from April
2026 of 10%. Phased return by 2027, with 2026 10% down reflecting
theimpact of the year one recession
2. Total loss of the Group’s largest customer range from 2026 onwards
• Management have completed these scenario tests and concluded this
would not impact compliance with its financial covenants or viability
Concentration risks associated
withoperations
• Management have run a scenario in which the Group loses all of its sales
of products sourced from China for which no inventory buffer is held
outside of China for six months whilst alternative sourcing arrangements
are made
• Management have also modelled the impact of disruption to shipping
and transport. This was modelled as a revenue reduction for three months
relating to 27% of revenue (FOB revenue) with shipping costs up 50% for
six months starting from Q2 2026
• Management have completed these scenario tests and concluded this
would not impact compliance with its financial covenants or viability
Concentration risks associated
withcustomers and products
• Management have modelled the following scenario:
• Total loss of the Group’s largest customer from 2026 onwards
• Management have completed this scenario test and concluded this
would not impact compliance with its financial covenants or viability
The Viability Statement is dependent on the following process and
assumptions
Process:
• The financial forecast on which the Viability Statement is based is aligned with the
annual corporate plan for 2026 approved by the Board in December 2025 with input
from the Group’s senior leadership team
• Progress against financial budgets and key objectives is reviewed on a monthly basis
todetermine progress and identify any changes to the original detailed plan
Assumptions:
• Future organic growth assumptions are consistent with those recently achieved by
eachof the Group’s businesses
• Working capital as a percentage of revenue is held broadly flat
• Capex broadly equal to depreciation
• Dividends consistent with the Group’s dividend policy
• No additional investment in acquisitions (since these are discretionary and within
thecontrol of management)
The Viability Statement
• The Board considers that it is a reasonable expectation that the Company will be able
tomeet its liabilities as they fall due over a three-year period to 31 December 2028
This assessment has been chosen for the following reasons:
• A full assessment of prospects and assessment of viability has been completed
• The financial and strategic planning period is currently three years, which is the
currentlevel of visibility we have as a Board on the forecasts
• The Company secured new banking facilities in May 2025, expiring in May 2028,
butwithoptionality for two further years to May 2030
Strategic Report
Luceco plcAnnual Report and Financial Statements 2025
68
Viability Statement continued
The table below sets out where stakeholders can find information in our Strategic Report that relates to
non-financial matters detailed under Section 414CB of the Companies Act 2006.
Reporting requirement Where to read more in this report Page
Environmental matters Environment, Social and Governance Statement – Creating a sustainable future 31 to 51
Employees Environment, Social and Governance Statement – Empowering people, health and safety 52 to 55
Chief Executive Officer’s Review 9 to 12
Principal Risks and Uncertainties – People and labour shortages 65
Human rights Environment, Social and Governance Statement – Supply chain, human rights 56
Social matters Environment, Social and Governance Statement – Communities 56
Anti-bribery and corruption Environment, Social and Governance Statement – Anti-bribery and Corruption Policy 55
Business model Advantaged Business Model 15
Principal risks Principal Risks and Uncertainties 62 to 66
Non-financial KPIs Strategy and Measuring our Performance 22
The Strategic Report on pages 1 to 69 was approved by the Board of Directors on
24March 2026.
John Hornby Will Hoy
Chief Executive Officer Chief Financial Officer
Strategic Report
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69
Non-Financial and Sustainability Information Statement
Compliance with the 2024 UK Corporate Governance Code 72
The Board at a Glance 73
Board of Directors 74
Corporate Governance Report 76
Nomination Committee Report 81
Audit Committee Report 85
Remuneration Committee Report 89
Directors’ Report 116
Statement of Directors’ Responsibilities 120
Governance
Luceco plcAnnual Report and Financial Statements 2025
70
The Group’s corporate governance structure is
fundamental in ensuring we fulfil our purpose
anddeliver on our strategy
Giles Brand
Chair
Dear Shareholder,
I am pleased to present the Corporate
Governance Report for the year ended
31December 2025 (“year”). This section of
the Annual Report describes our corporate
governance structures and processes and
how they have been applied throughout
the year.
Good corporate governance is
fundamentalto the success of our business.
The Board and its Committees play a
key role in our governance framework
by providing independent support and
challenge, providing an understanding
of the views of shareholders and other
stakeholders and ensuring that a culture
of good governance is promoted globally
throughout the business. Our aim is to
promote and maintain an environment
of openness, transparency, accountability
andresponsibility.
My role as Chair
My role is to ensure that the Luceco
Board operates effectively in delivering
the long-term success of the Company.
In fulfilling this role, I seek to ensure that
Board proceedings are conducted in a
way that allows all Directors to have the
opportunity to express their views openly
and that the Non-Executive Directors can
provide support and constructive challenge
to the senior leadership team. More about
my role, and the roles of the Directors and
Committees, can be found on pages 76
and77.
Board changes and induction
On 9 December 2025, we welcomed Martyn
Coffey to the Board and as a member of
the Remuneration Committee. Martyn has
extensive industry knowledge which is of
particular relevance to the Group’s future
strategy. Martyn’s biography and details
of his induction can be found on pages 75
and 83 respectively. Caroline Brown has
confirmed she will step down from the
Board at the 2026 AGM after completing
just over nine years of service. I would like
to thank Caroline for her significant support
and contribution to the Company and wish
her well with her future plans.
Provision 29
The Board is ultimately responsible for
compliance with Provision 29 of the Code as
required from 1 January 2026. In preparation
for the requirements of Provision 29,
whereby the Board will be required, among
other things, to provide a declaration
on the effectiveness of the Group’s
internal controls and risk management
framework (“ICRM Framework”), the Board
received several updates from the Audit
Committee which included issues papers
prepared by the Director of Finance. In
2025, the Board endeavoured to maintain
and enhance oversight over the ICRM
Framework in order to ensure it was in
the best position to meaningfully comply
with Provision 29 in2026. For further
information see pages85 to 88 in the
AuditCommitteeReport.
Board and Committee
performancereview
Further details of the Board and
Committeereview can be found on
page83. As Chair I am responsible
for leading the annual review of the
performance of the Board, Committees
and individual Directors (“Review”).
TheReview for 2025 was undertaken
internally by way of a questionnaire,
amethod appropriate and proportionate to
the size of the Company, and which yields
useful results. The Review considered the
composition, balance of skills, experience,
knowledge and collaboration on the
Board, as well as other factors including
diversity, ethnicity and environmental,
social and governance (“ESG”) factors.
Wealso received and considered a number
of suggestions regarding the growth of
Luceco’s businessin 2026. Results of the
Review wereprepared by the Company
Secretary and provided to me for analysis.
I presentedthe findings to the Board,
including individual recommendations
made by Directors.
My performance was also appraised by
the independent Non-Executive Directors
under the leadership of the Senior
Independent Director.
Governance
Luceco plcAnnual Report and Financial Statements 2025
71
Chair’s Introduction
Board and Committee
performancereview continued
We discussed the outcomes of the review
and the key themes identified were:
• AI and cyber security: We agreed that AI
and cyber security continue to present
evolving risk and opportunities and that
it is essential for the Board to provide
robust oversight in these areas
• Culture: There was a need for the Board
to actively ensure that the Company’s
culture continues to align with strategic
priorities by strengthening oversight of
cultural indicators
• Succession planning. As two of our
Non-Executive Directors have now
exceeded the recommended nine-year
term in office, ongoing succession
planning will be a priority in 2026,
building on the work undertaken in 2025
following the appointment of Martyn
Coffey as a Non-Executive Director
Ultimately, we concluded that the Board,
Committees and individual Directors were
operating effectively, whilst also noting
areas for development.
The year ahead
Our priorities for 2026 will include
progressing succession planning to
increase diversity on the Board and
within senior management, fostering a
culture that enables our people to thrive
and continuously strengthening our
governanceframework.
Giles Brand
Chair
24 March 2026
Compliance with the 2024 UK Corporate Governance Code
The Company is required to report on
its compliance with the Principles and
Provisions of the 2024 UK Corporate
Governance Code (the “Code”), a copy
of which is available at www.frc.org.uk.
Fortheyear ended 31 December 2025, the
Board considers that it has complied in full
with the Code’s Principles and Provisions in
a manner that would enable shareholders
to evaluate how the Principles have been
applied, with the exception of Provisions
9and 19.
Provision 9 of the Code requires that
the Chair should be independent on
appointment when assessed against the
criteria set out in Provision 10. Provision 19
states that the Chair should not remain in
post beyond nine years from the date of
their first appointment to the Board.
Giles Brand was appointed as a Director of
the Company in 2010 and then appointed
Chair in 2016 when the Company listed
on the London Stock Exchange. Although
Giles would not be considered to be
independent for the purposes of Provisions
9 and 10 of the Code, the Board is satisfied
that the Company’s ongoing relationship
with Giles and ESO Investments 2
Limited (who together own 28.0% of the
Company’s voting rights) is governed
by a relationship agreement that serves
to regulate the relationship and deliver
effective independence. Giles is considered
by the Board to be independent in
character and judgement in performing
his duties as a Director of the Company.
In accordance with Provision 10 of the
Code, circumstances which are likely
to impair, or could appear to impair,
a Non-Executive Director’s (“NED”)
independence include, but are not limited
to, whether a NED has served on the
Board for more than nine years from the
date of first appointment. As disclosed
in this report, Caroline Brown and Tim
Surridge reached their nine-year tenure
on 27 September 2025. Caroline will be
retiring at the Annual General Meeting
on 19 May 2026. Tim will continue to
serve on the Board and as the Chair of
the Remuneration Committee. Inlight of
Caroline’s departure and Martyn Coffey’s
recent appointment as a NED, the Board
has determined that Tim will continue as
a NED to facilitate a smooth transition for
the appointment of a new Chair of the
Remuneration Committee in due course.
The decision that Tim will remain on
the Board for 2026 is designed to help
maintain a balance between new and
existing members at Board level. For
further information about succession
planning for the Board please see
page84..
Further information
Board leadership and Company
purpose
See pages 77 and 78
Division of Directors’ responsibilities
See page 76
Composition, succession and
evaluation
See pages 83 and 84
Audit, risk and internal control
See pages 87 and 88
Remuneration
See pages 93 and 94
Governance
Luceco plcAnnual Report and Financial Statements 2025
72
Chair’s Introduction continued
The Board of Directors has overall responsibility for the Group.
Itsprincipalaim is to enhance the Company’s long-term value
forthebenefit of shareholders.
Board balance Sector experience
Skills
Finance/Capital Markets 9/9
Governance
9/9
Operational
9/9
Strategy
9/9
Manufacturing/Industry
9/9
Consumer/Retail
4/9
Digital
4/9
Meeting attendance
The table below shows the number of scheduled Board and Committee meetings attended by each
Directorduring the year against the total number of possible meetings in respect of each Director.
Name Board
Audit
Committee
Nomination
Committee
Remuneration
Committee
Disclosure
Committee
Giles Brand
9/9 n/a 2/2 n/a 3 / 4
John Hornby
9/9 n/a n/a n/a 3/4
Will Hoy
9/9 n/a n/a n/a 4 / 4
Pim Vervaat
9/9 3/3 2/2 3/3 n/a
Caroline Brown
9/9 n/a 2/2 3/3 n/a
Tim Surridge
9/9 3/3 n/a 3/3 n/a
Julia Hendrickson
9/9 2/3 n/a 3/3 n/a
Janet Ryan
9/9 3/3 n/a n/a n/a
Martyn Coffey
1
n/a n/a n/a n/a n/a
1. Martyn Coffey was appointed to the Board on 9 December 2025; there were no meetings of the Board or the Remuneration Committee
during the year following his appointment.
Gender diversity
Male 67%
Female 33%
Board tenure
 <5 years 33%
 >5 years 67%
Independence
1
 Independent
Non-Executive Directors 75%
 Executive Directors 25%
1. Excluding the Chair
6
6
3
3
2
6
Key:  Attended  Did not attend
Governance
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73
The Board at a Glance
Giles Brand
Non-Executive Chair
D

N
Skills and experience
Giles is the founder and
Managing Partner of EPIC
Investment Partners LLP,
an independent investment
manager, advisory and
placement agent and
administrator. Giles is a
director of its subsidiary
EPIC Investment Partners
(UK) Limited, the investment
manager of ESO Investments
2 Limited, the Company’s
largest shareholder. Since 2001,
Giles has led over 30 buyout,
turnaround, distressed and
growth capital transactions.
Many of these transactions
have made multiple bolt-on
acquisitions in the UK and
overseas.
Other roles
Giles is currently the
Non-Executive Chair of
WhittardofChelsea.
John Hornby
Chief Executive Officer
D
Skills and experience
John was appointed Chief
Executive Officer of the Group
in 2005 having originally joined
Luceco in 1997. John led the
original management buyout
of Luceco from a listed plc in
2000 and led the secondary
buyout with EPIC Investment
Partners LLP (formerly
EPIC Private Equity LLP) in
2005. Under his leadership
the Group has expanded
significantly, developing its
manufacturing operations in
China, entering new product
categories and sales channels
as well as successfully
integrating key acquisitions.
John began his career with
Knox D’Arcy Management
Consultants following his
graduation from the University
of Oxford with a degree in
Economics.
Other roles
John holds no other listed or
non-listed directorships.
Will Hoy
Chief Financial Officer
D
Skills and experience
Will assumed the position
of Chief Financial Officer in
April 2023. Will joined the
Group as a Non-Executive
Director in 2019 and was
Chair of the Audit Committee
from October 2021 to January
2023. Will previously held the
position of Chief Financial
Officer for GKN Aerospace,
the UK-headquartered global
aerospace technology leader.
He held a number of senior
finance roles in a career with
GKN that spanned over 20
years, including nine years as
Head of Corporate Finance in
which he oversaw GKN’s M&A
activities. Prior to joining GKN,
Will qualified as a Chartered
Accountant at KPMG and
worked in its Corporate
Finance department.
Other roles
Will holds no other listed or
non-listed directorships.
Key:
A
Audit Committee
D
Disclosure Committee
N
Nomination Committee
R
Remuneration Committee
Committee Chair
Pim Vervaat
Senior Independent
Non-Executive Director
A

N

R
Skills and experience
Pim joined the Board as Senior
Independent Non-Executive
Director in 2020 and became
a member of the Audit
Committee in October 2021,
bringing extensive Board-level
international manufacturing
experience to the Group.
In October 2025, Pim was
appointed Chief Executive
Officer of SIG plc, a leading
pan‑European supplier of
insulation and sustainable
building products and
solutions across six European
markets. Previously, Pim was
the Chief Executive Officer of
the leading flexible packaging
manufacturer Constantia
Flexibles from 2020 until
September 2024. Before this,
he spent 12 years at RPC Group
plc, initially as Chief Financial
Officer and then as Chief
Executive Officer.
Other roles
Pim is currently the Chief
Executive Officer and Chair
designate of SIG plc.
Caroline Brown
Independent
Non-Executive Director
N

R
Skills and experience
Caroline joined the Board as an
independent Non-Executive
Director and was Chair of
the Audit Committee from
October 2016 to October
2021. She has managed
divisions of FTSE 100 groups
and AIM businesses with
international industrial and
technology operations and
has worked as a corporate
finance adviser with various
leading banks. She is a Fellow
of the Chartered Institute of
Management Accountants and
has chaired audit committees
of listed companies for the
past 25 years. She holds a
degree and PhD in Natural
Sciences from the University of
Cambridge and an MBA from
the University of London.
Other roles
Caroline is currently a
Non-Executive Director of
three other listed companies:
IP Group plc, CAB Payments
Holdings plc and Ceres Power
Holdings plc.
Governance
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74
Board of Directors
Tim Surridge
Independent
Non-Executive Director
A

R
Skills and experience
Tim joined the Group as a
Non-Executive Director in 2016,
is Chair of the Remuneration
Committee and was Chair of
the Audit Committee from
January 2023 to July 2025.
Previously, Tim has served
as Group Chief Financial
Officer at Olive Group Capital
Limited, a Dubai-based
security solution provider,
and as Chief Financial Officer
and an Executive Director at
Dangote Cement plc, Nigeria’s
largest cement producer.
Tim joined KPMG UK in 1991
and became a partner in the
firm’s Transactional Services
business in 2006. Tim has
considerable accounting and
advisory experience including
stock market listings, reverse
takeovers, management
buyouts and acquisitions.
Tim is a qualified Chartered
Accountant.
Other roles
Tim is currently a Principal at
NM Capital.
Julia Hendrickson
Independent
Non-Executive Director
A

R
Skills and experience
Julia joined the Group as a
Non-Executive Director in June
2022 and became a member
of the Audit Committee and
Remuneration Committee
from October 2022. Julia is also
the Employee Engagement
Director for Luceco. Julia
has spent her career in
commercial leadership roles
within large retail, FMCG and
healthcare organisations. She
has extensive international
experience in developing
customer‑focused commercial
strategy, including within
the e-commerce channel.
Currently, Julia is the Chief
Executive Officer of The Private
Clinic Group, the market leader
in aesthetics and cosmetic
surgery. Previously, Julia
was President of Linnaeus
Veterinary Limited, a leading
veterinary health business in
the UK and Republic of Ireland.
Other roles
Julia is currently the Chief
Executive Officer of The Private
Clinic Group.
Janet Ryan
Independent
Non-Executive Director
A
Skills and experience
Janet joined the Group as a
Non-Executive Director and
Audit Committee member in
July 2024 and was appointed
Chair of the Audit Committee
in July 2025. Janetis a
management accountant
with considerable financial
and commercial experience
in international industrial and
manufacturing businesses.
Mostrecently, she held the
position of Group Finance
Director at AB Sugar, a highly
complex global division of
Associated British Foods
plc. Previously, she has held
senior leadership roles both
in the UK and overseas with
Victrex plc, Cabot Corporation,
Huntsman Corporation and
ICI plc, and has led both the
purchase and integration of a
number of acquisitions across
her successful finance and
business leadership career.
Other roles
Janet is currently the Audit
Chair of Scott Bader, an
independent member of the
Audit Committee of Cancer
Research UK and a Trustee for
Community Integrated Care.
Martyn Coffey
Independent
Non-Executive Director
R
Skills and experience
Martyn joined the Group as a
Non-Executive Director and
Remuneration Committee
member in December
2025. Martyn brings with
him a wealth of industry
experience, having previously
served as CEO of Marshalls
plc, a FTSE 250 supplier of
landscaping, roofing and
building products to both
commercial and residential
markets, for over a decade.
His distinguished executive
career also includes roles as
CEO of Baxi Group Limited
and Managing Director of
Pirelli Cables Limited. An
accomplished Board member,
Martyn previously served as
a Non-Executive Director
of the Mineral Products
Association until 2024 and was
a Non-Executive Director of
Eurocell plc until 2023.
Other roles
Martyn currently sits as a
Non-Executive Director of
TaylorWimpey plc.
Key:
A
Audit Committee
D
Disclosure Committee
N
Nomination Committee
R
Remuneration Committee
Committee Chair
Governance
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75
Board of Directors continued
The Board
The Board is accountable to shareholders
for the performance and conduct of the
business and is committed to maintaining
transparent engagement, keeping
shareholders well informed about the
Group’s strategy, progress and future
prospects. It exercises oversight of the
Group’s conduct and operations to secure
the long-term sustainable success of the
Company, delivering enduring value for
shareholders while advancing the interests
of the wider stakeholder community.
Board division of responsibilities
There is a clear division of responsibilities
between the Chair, the Chief Executive
Officer and the Senior Independent
Directoras set out opposite:
Our governance framework ensures effective decision‑making
andstronggovernance standards, which the Group will continue
tobuilduponin 2026.
Chair
Giles Brand
Giles Brand has held the role of Chair since 2 October 2016. The Chair is Non-Executive and is responsible for the leadership and
governance of the Board, organising, planning and setting the agenda of Board meetings (in conjunction with the Chief Executive
Officer) and communicating information to shareholders. The Chair maintains regular contact with the independent NEDs to discuss
and address any issues or concerns outside of formal Board meetings. The Chair also provides support to the Executive Directors
whererequired.
Executive Directors
Chief Executive Officer (“CEO”)
John Hornby
The CEO has delegated responsibility for the management of the
Group’s day-to-day operations, including product development,
quality control, sourcing of raw materials, customer and supplier
relations, distribution and health and safety. The CEO also
prepares and communicates the strategy of the Group and the
detailed underlying operational plans to deliver it.
Chief Financial Officer (“CFO”)
Will Hoy
The CFO works closely with the CEO to ensure that strategic plans
are underpinned by strong financials and to deliver growth in
shareholder value. The CFO is responsible for producing budgets
and forecasts to deliver and measure against the strategy and
assessing the benefit of new investment opportunities. The CFO
is also responsible for internal controls and risk management,
inconjunction with the Audit Committee.
Independent Non-Executive Directors
Senior Independent Director (“SID”)
Pim Vervaat
In addition to the responsibilities of an independent NED, the
SID is available to shareholders should they have concerns which
contact through the Chair or other Board members has failed to
resolve or for which such contact is inappropriate. The SID is also
responsible for conducting the annual performance evaluation
of the Chair, in conjunction with the other independent NEDs.
All Board members who wish to deal in the Company’s securities
must seek approval from the SID. The SID must seek such
approval from the Chair.
Non-Executive Directors (“NEDs”)
Caroline Brown, Martyn Coffey, Julia Hendrickson,
JanetRyan and Tim Surridge
All of the NEDs are independent and contribute to the strategic
direction of the Group, providing an independent sounding board
to the Chair and Executive Directors. They have been appointed
for their knowledge and expertise and provide healthy debate and
robust challenge to the Executive Directors and senior leadership
team, where required. The independent NEDs are also members
of the Board Committees, except for the Disclosure Committee,
with responsibility for the oversight of audit, internal controls and
risk management, composition of the Board and Committees and
remuneration of the Board.
Governance
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76
Corporate Governance Report
Matters reserved for the Board
The Board keeps a formal schedule of
matters specifically reserved for its decision,
which is reviewed annually by the Board
and available on the Company’s website.
These include the approval of the annual
and half-yearly results and associated
announcements, recommendation of
dividends, convening of shareholder
meetings, Board appointments, strategic
plans and budgets, ESG-related strategy
and targets, significant capex proposals,
acquisitions, systems of internal control
and risk management, and corporate
governance arrangements.
Board composition
As at the date of this report, the Board
comprised the Chair, two Executive
Directors and six independent NEDs. The six
independent NEDs are considered by the
Board to meet the independence criteria
set out in Provision 10 of the Code and to
beindependent of the Company’s executive
management and free from any business
or other relationship that could affect their
ability to exercise independent judgement.
The rules concerning the appointment and
replacement of Directors are set out in the
Company’s Articles of Association (“Articles”)
and in the Companies Act 2006.
Board Committees: responsibilities
and composition
The Board has formally delegated
specific responsibilities for audit, risk
management and financial control, public
announcements, Board composition and
remuneration to four standing Committees,
namely the Audit Committee, Nomination
Committee, Remuneration Committee
and Disclosure Committee. The Board
retains responsibility and oversight on
sustainability-related matters.
Each Committee is composed of
appropriately qualified Directors and is
authorised to consider matters within
its remit with the rigour expected under
the Code. Each Committee is chaired by
either the Chair or an independent NED,
enabling them to take an active role in
influencing, overseeing and challenging
the work of the Executive Directors and
senior management team. The Chairs of
each Committee report regularly to the
Board, providing detailed updates on that
Committee’s activities, deliberations and
recommendations to support effective
oversight and informed decision-making.
More information on meeting attendance,
Committee members, their skills and
experience can be found on the following
pages:
• Audit Committee pages 85 to 88
• Nomination Committee pages 81 to 84
• Remuneration Committee pages 89
to115
The terms of reference of the Committees
are reviewed annually and during the year
all Committee terms of reference were
reviewed and updated in line with the
Code. Copies of the Terms of Reference
for eachof the above-mentioned
Committeesisavailable on the websiteat
https://www.lucecoplc.com/investors/
documents/
Election and re-election of Directors
In accordance with the Code and the
Articles, all Directors are subject to election
or annual re-election as appropriate by
shareholders at the Annual General Meeting
(“AGM”).
The Directors’ biographical details are set
out on pages 74 and 75 of this report. These
demonstrate the wide range of skills and
experience that they bring to the Board.
The individual performance of each Director
standing for election or re-election has been
evaluated, together with consideration of
each Director’s significant commitments,
and it is recommended that shareholders
vote in favour of their election or re-election
at the AGM. Accordingly, resolutions to elect
or re-elect all Directors, with the exception
of Caroline Brown, will be contained within
the 2026 AGM Notice of Meeting. Caroline
Brown will not be seeking re‑election at
the forthcoming AGM having served as a
member of the Board since September
2016. The Board and Group wish to express
sincere thanks for Caroline’s dedicated
service and invaluable contributions during
her tenure. Caroline’s insight, leadership
and commitment have been instrumental
in supporting the Board’s work and guiding
the Group through periods of significant
development. We are deeply grateful for
the time, expertise and perspective she has
shared.
Time commitment
Each Director’s other commitments are
disclosed and, in the case of significant
appointments, approved by the Board
in advance. During the year, the Board
considered and approved Pim Vervaat’s
appointment as CEO at SIG plc,
determining that Pim had the capacity to
continue as Senior Independent Director
at the Company and act in the new role
at SIG plc. The Board reviews a schedule
of Directors’ interests at each Board
meeting. The Board is satisfied that the
other commitments of the Chair and
the independent NEDs do not prevent
them from devoting sufficient time to the
Company. John Hornby and Will Hoy do not
hold any external directorships.
Access to advice
All Directors have access to the advice
and services of the Company Secretary,
who is responsible for advising the
Board on corporate governance matters.
TheDirectors are able to take independent,
professional advice to assist them, if
necessary, at the Company’s expense.
Disclosure Committee
The Board has delegated responsibility
to the Disclosure Committee to oversee
the Company’s compliance with the FCA’s
Listing Rules and Disclosure Guidance and
Transparency Rules, and the Market Abuse
Regulation, in respect of the disclosure
and control of inside information directly
concerning the Company.
The Committee meets as appropriate
and met four times during the year. The
Disclosure Committee is chaired by Giles
Brand and its other members are John
Hornby and Will Hoy. Information on
meeting attendance for the Disclosure
Committee can be found on page 73.
Leadership and Company purpose
The Board is collectively responsible for
leading and controlling all activities of the
Group, with overall authority for establishing
the Company’s purpose, values and
culture and overseeing the management
and conduct of the Group’s business,
strategy and development. TheBoard
sets the Group’s strategic direction and
approves strategic projects, policy and
investment decisions. These decisions are
underpinned by financial reporting and
a robust approach to risk management.
The Board is also responsible for ensuring
appropriate resources are in place to enable
the senior leadership team to deliver the
strategic objectives and enact their policies
anddecisions.
Governance
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77
Corporate Governance Report continued
Leadership and Company purpose
continued
The Board has agreed the Company’s
purpose, as stated on page 2, and has
satisfied itself through regular reports from,
and discussions with, management that
the culture promoted by the Board and by
senior management supports this purpose.
People and culture
The Board assesses and monitors
Company culture through a number
of channels, including regular reports
from the Executive Directors and senior
management, whistleblowing reports
and employee surveys. There was an
80% participation rate for the employee
survey across the workforce. Results of the
survey demonstrated meaningful progress
across key engagement drivers, including
communication, leadership visibility, social
connection, and learning and development,
with each area showing year-on-year
improvement.
Looking ahead, the survey has highlighted
three priorities with the greatest potential
to improve engagement across the Group:
leadership communication and social
connection, leadership and management
capability, and L&D for all.
People remained a key focus of discussion
during the year, with the Board and
Committees receiving several updates
from the Company’s Director of People
and Talent. In 2026, in line with the Code,
the Company will look to further develop
and embed culture across the Group as we
integrate newly acquired businesses.
More about the Company’s approach to its
people and culture can be found in the ESG
section on pages 29 to 56.
Workforce engagement
In accordance with the Code, Julia
Hendrickson continued to fulfil the role of
designated NED for workforce engagement
during 2025. As part of her responsibilities,
Julia held a series of listening groups
with employees from across the business
and conducted a number of one‑to‑one
discussions with members of the Senior
Leadership team (“SLT”).
These sessions followed the annual
employee engagement survey (summarised
within the ESG section on page 54) and
were designed to explore in greater depth
the themes highlighted through the survey.
Overall feedback from employees was
positive with engagement levels remaining
ahead of industry benchmarks. Colleagues
commented on the entrepreneurial and
fast-paced culture of the business, the
opportunities to develop and grow, and
the continued investment in training,
leadership development and the working
environment.
The introduction of the new office space,
improvements in communication through
quarterly updates and SLT cascades, as well
as the launch of the new intranet were all
cited as meaningful steps forward.
The sessions also highlighted areas of
opportunity. Teams are excited about the
Group’s strategy, but some expressed a
desire for closer links between this strategy
and objectives for individual teams.
Colleagues also requested more consistent
communication on business developments,
new products and new starters. While
colleagues were positive about the progress
made on learning and development, some
would like to see more visible pathways for
career progression.
Overall, Julia found that colleagues remain
highly committed to Luceco’s success and
value its straightforward, dynamic culture.
The Board will continue to monitor the
effectiveness of its methods of workforce
engagement, and Julia intends to continue
engaging with teams across all sites,
including through in-person visits to both
UK and international operations where
possible.
The workforce engagement described
above gives the Board, via the designated
NED, the opportunity to explain and discuss
pay practices, and how executive pay aligns
with pay across the wider workforce.
Further information on the Company’s
approach to its people can be found within
the “Empowering people” section of the
ESG Report on pages 52 to 54.
Whistleblowing and compliance
The Board is responsible for monitoring
and periodically reviewing the Group’s
whistleblowing, anti-bribery and anti-fraud
policies. The policies are reviewed annually
by the Board and in 2025 the Board satisfied
itself that sufficient arrangements are in
place to assist in the prevention of fraud and
enable employees to report irregularities
confidentially and allow appropriate
investigation and follow‑up action to be
taken. The Board is also responsible for
reviewing any whistleblowing reports
and receives reports on these matters
throughout the year as required.
Further details on the Group’s
whistleblowing arrangements are set
onpage 56.
Wider stakeholder considerations
The Company’s key stakeholder groups are
set out in the Strategic Report on pages 57
to 59. Further information is included in the
Section 172(1) Statement in the Strategic
Report on pages 60 and 61.
Sustainability
Full details of the Company’s sustainability
strategy and performance with regard
to sustainability are provided within the
“Creating a sustainable future” section of
the ESG Report on pages 31 to 51.
Board meetings
In advance of its meetings, the Board is
provided with an agenda and all relevant
documentation and financial information in
a timely manner to assist it in the discharge
of its duties and ensuring that decisions
are well informed and made in the best
interests of the Group. If any member is
unable to attend a Board meeting, they
have the opportunity to discuss any agenda
items with the Chair before the meeting.
Conflicts of interest are managed in
accordance with the procedure described
under Directors’ conflicts of interest on
page 117.
Board performance review
Further details of the Board and
Committeeperformance review can
befound on pages71 and 72.
Governance
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78
Corporate Governance Report continued
Board activity
The Board agenda focuses on the themes of driving strategy, monitoring risk and execution of the strategy through regular business, financial and departmental updates. These are
complemented and underpinned by updates and discussions around culture, people and stakeholders, as well as corporate governance considerations including legal and regulatory
matters. A summary of the activity of the Board during the year is set out as follows:
Strategy Internal control and risk management
• Regularly received and discussed strategic updates, proposals and reviews from the Executive
Directors and senior management
• Supported the development of strategy through individual insights and robust challenge
• Considered the Group’s equity story and valuation with the Company’s brokers
• Received and discussed updates on performance and strategy regarding the Group’s operations
in China and the Middle East, including on-site Board sessions; considered plans to streamline,
such as warehouse consolidation, and to increase factory automation
• Considered and monitored strategic partnerships and commercial arrangements, alongside
integration progress and Enterprise Resource Planning rollouts for acquired businesses
• Reviewed the Group’s approach to risk management and carried out planning for UK Corporate
Governance Code Provision 29, agreeing to a staged programme to identify and assess material
controls and to report back throughout the review period
• Received regular progress reports from the Director of Finance on progress to prepare for
Provision 29 of the Code
• Monitored cyber and IT resilience; received and discussed a post-incident review on cyber
issues and ongoing improvements (including International Standard Organisation-aligned
enhancements, such as IT risk register and user training)
• Considered treasury and hedging updates, approved resumption of FX cover in line with policy
and set catch-up targets for key currencies
Financial Culture, people and stakeholders
• Considered the financial performance of the Group and key performance targets, including
areview of the monthly management accounts at each Board meeting
• Monitored performance through regular presentations from the CFO
• Approved the Annual Report, half-year and annual results announcements, trading statement
updates and half-year and final dividends
• Approved the Group’s financing arrangements
• Approved the 2026 budget and five-year strategy plan
• Reviewed and challenged management’s going concern assessment
• Approved financing and subsidiary guarantee matters linked to the Group’s facilities
• Considered and approved selected lease renewals and capacity initiatives
• Ratified employee benefit trust share purchases and other capital allocation items
• Discussed the annual employee engagement survey and workforce engagement feedback,
including feedback regarding the factory in China
• Received actions to strengthen communications, learning and development, and visible
leadership
• Received and discussed leadership and succession updates
• Considered organisational design options and senior hiring priorities
• Confirmed Committee and Board-level changes and appointments
• Reviewed and approved the approach to 2026 workforce pay
Corporate governance
• Discussed the outcome of the review of the Board’s performance and agreed actions for 2026,
including senior management succession planning and developing the Company’s digital and
e‑commerce offering
• Considered shareholder feedback from brokers and analysts as relevant throughout the year
• Received regular updates on legal and governance developments affecting the Company,
including, among other things, UK Market Abuse Regulation, updates to the Listing Rules,
preparing for Provision 29 of the Code and the impact of the offence on Failure to Prevent Fraud
under the Economic Crime (Transparency and Enforcement) Act 2022
• Reviewed and approved various policies including the Anti-Bribery Policy, Diversity and
Inclusion Policy, the Modern Slavery Statement and Related Party Policy
• Reviewed updates from the Committees, noting risk and control discussions and scheduling
of key governance topics
• Approved the appointment of Janet Ryan to Chair of the Audit Committee
• Approved the appointment of a new Non-Executive Director
• Approved the re-appointment of KPMG as the Company’s auditor
Governance
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79
Corporate Governance Report continued
Shareholder engagement
The Board, led by the Chair, is committed
to maintaining an open and constructive
dialogue with shareholders, to ensure there
is a common understanding of the strategic
objectives, governance and performance of
the Group. The CEO and the CFO undertake
investor roadshows following the release
of financial results, with the presentations
made available on the Company’s website.
Any feedback gained from a roadshow is
reported to the Board, to enable Directors
to understand the views of shareholders.
Where appropriate, the Company consults
with shareholders on significant issues.
During 2025, major shareholders were
offered the opportunity to meet the Chair,
CEO and CFO virtually to discuss Luceco’s
strategy and governance arrangements. In
addition, the Board received investor and
analyst feedback through its financial public
relations advisers and corporate brokers.
Annual General Meeting
The 2026 AGM will take place at the
offices of Peel Hunt LLP, 100 Liverpool
Street, London EC2M 2AT on Tuesday,
19May2026. The AGM is the principal forum
for dialogue with shareholders and usually
includes a presentation outlining recent
developments in the business, followed by
a question-and-answer session to enable
shareholders to ask about specific areas
or the business in general. Shareholders
intending to attend the AGMare asked
to register their intentionas soon as
practicable by emailing the Company
Secretary at luceco@cm.mpms. mufg. com.
Shareholders are strongly encouraged
to register their proxy votes online.
Shareholders may also wish to send
their questions for the Board via email to
luceco@cm.mpms.mufg.com in advance
of the meeting. Further details will be
included in the Notice of AGM, which
will besent to shareholders within the
prescribed timescales.
Giles Brand
Chair
24 March 2026
Governance
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80
Corporate Governance Report continued
In 2025, the Committee focused on
recruitment, succession planning and how
best to meet the Company’s diversity and
ethnicity targets in the future
Giles Brand
Nomination Committee Chair
Dear Shareholder,
I am pleased to present the report of the
Nomination Committee (“Committee”),
which details the role of the Committee,
the work it has undertaken and the
matters considered during the year
ended 31December 2025. The role of the
Committee is vital to ensuring that the
Company has a strong Board with a broad
range of skills, experience and diversity.
During the year, the Committee engaged
in a successful recruitment process to
appoint a new independent Non-Executive
Director, Martyn Coffey, who was appointed
to the Board on 9 December 2025. Martyn is
envisaged to succeed Tim Surridge as Chair
of the Remuneration Committee in due
course. Tim has kindly agreed to continue
as a member of the Board to allow for a
smooth handover of the role of Chair of the
Remuneration Committee. This is referred
to later in this report.
Board Diversity and Inclusion Policy
The Board Diversity and Inclusion
Policy (“Policy”) is reviewed annually
and was reviewed by the Committee
inDecember2025.
Following the Board’s review, the targets
and objectives of the Policy were not
updated in 2025. In accordance with the
Policy, the Board must address diversity
and inclusion as part of its recruitment
process for Directors and promote diversity
and inclusion in the Company’s culture. For
further information on diversity and how
this is embedded in Company culture see
page 52.
With the appointment of Martyn Coffey
during the year, female representation
on the Board has decreased by
4.2percentage points to 33.3%. The date
for theachievement of the target of having
one Director from an ethnic minority on the
Board and for having a female in one senior
Board position remains at 2030.
Committee members
Chair: Giles Brand
Other members: Caroline Brown and Pim Vervaat
Key responsibilities
The Committee’s main responsibilities, as outlined in its terms of
reference,are:
• Reviewing the size, structure and composition of the Board and its
Committees
• Identifying and nominating candidates to fill Board vacancies as the
needarises
• Ensuring adequate succession planning is in place for Directors and
members of the senior leadership team
• Overseeing the development of a diverse pipeline for succession
including accounting for diversity targets set by the Company’s Diversity
and Inclusion Policy and in consideration of the Listing Rule diversity
disclosure requirements
The Committee’s terms of reference are available on the Company’s website.
The Committee met twice throughout the year and details of attendance are
set out on page 73.
Key activities during the year
March
• Approved the Nomination Committee Report
• Considered the Directors to be put forward for election at the 2025 AGM
• Considered the process for the appointment of a new Non-Executive
Director
December
• Reviewed Listing Rule diversity disclosure considerations for 2025
• Reviewed the Committee’s terms of reference in line with the 2024
UKCorporate Governance Code
• Considered succession planning for those Directors whose nine-year
termexpired in 2025
Governance
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Nomination Committee Report
Gender balance of senior management and direct reports
Table for reporting on gender identity or sex
1
Number
of Board
members
Percentage of
the Board
Number
of senior
positions on
the Board
(CEO, CFO,
SID and Chair)
Number in
executive
management
Percentage
of executive
management
Male 6 66.7% 4 15 83.3%
Female 3 33.3% — 3 16.7%
Not specified/
prefernot to say — — — — —
Table for reporting on ethnic background
2
Number
of Board
members
Percentage of
the Board
Number
of senior
positions on
the Board
(CEO, CFO,
SID and Chair)
Number in
executive
management
Percentage
of executive
management
White British or
other White
(including
minority-white
groups) 9 100% 4 17 94.4%
Mixed/Multiple
Ethnic Groups — — — — —
Asian/Asian British — — — 1 5.6%
Black/African/
Caribbean/Black
British — — — — —
Other ethnic group,
including Arab — — — — —
Not specified/
prefernot to say — — — — —
1. The reference date for the Annual Report diversity disclosures is 31 December 2025. The method for collating
the data was self-reporting and facilitated by the Company Secretary. The Company has not met the targets
prescribed by UKLR 6.6.6R(9) (“Targets”). The Targets will be considered as part of the recruitment process
for the new Non-Executive Directors in 2026.
2. The reference date for the Annual Report ethnic minority disclosures is 31 December 2025. The method for
collating the data was self-reporting and facilitated by the Company Secretary. The Company has not met
the target prescribed by UKLR 6.6.6R(9) (“Target”). The Target will be considered as part of the recruitment
process for the new Non-Executive Directors in 2026. The Board’s Policy prescribes that the Company will
aim to achieve all targets by 2030.
Diversity disclosures in accordance
with UK Listing Rule 6.6.6R(9)
The UK Listing Rules require listed
companies to disclose annually their
position against the following Board
diversity targets:
• At least 40% of women on the Board
• At least one woman in the position of
the Chair, Senior Independent Director,
Chief Executive or Chief Financial Officer
• At least one Director from an ethnic
minority background
The Company’s compliance with these
targets is set out in the table opposite.
During periods of change in Board
composition, the balance may not be
maintained during temporary periods
whenBoard membership is transitioning.
Board appointments
Martyn Coffey was appointed as a
Non-Executive Director of the Board on
9December 2025. Martyn is a member
of the Remuneration Committee and is
envisaged to succeed Tim Surridge as
Chair of the Remuneration Committee.
Martyn brings a breadth of industry
experience and has held Board roles at
FTSE250companies.
Recruitment process
There is a formal, rigorous and transparent
procedure for the appointment of new
Directors to the Board, including a review
of the other significant commitments
Directors may have.
The Board appointed Russell Reynolds
Associates to assist with the Non-Executive
Director recruitment process during the
period under review. Russell Reynolds
Associates do not have any other direct
association with the Company or any of its
Directors.
Giles Brand is a Managing Partner of EPIC
Investment Partners LLP and a director of
its subsidiary, EPIC Investment Partners
(UK) Limited (together the “EPIC Group”).
The EPIC Group has engaged Russell
Reynolds Associates to provide recruitment
services in the past.
In the financial year, the Company
undertook a thorough and structured
recruitment process to appoint a new
Non-Executive Director.
The recruitment was guided by a clear
set of search criteria, which emphasised
the need for a candidate with relevant
industry experience, particularly in the
manufacturing and industrial sectors, to
ensure that the new Non-Executive Director
could bring valuable insights and expertise
to the Board. The leadership capability of
candidates was also a critical factor in the
selection process, ensuring that the chosen
individual would be able to contribute
effectively to the strategic direction of the
Company.
To identify the best individual, a number
of candidates were selected by Russell
Reynolds, of which two were interviewed
by the Group through a comprehensive
four-stage process. This included initial
screenings by the agency followed by
interviews, where all Directors had the
opportunity to meet and engage with the
candidates. This collaborative approach
ensured that the Board reached a
consensus on the appointment, ultimately
strengthening the governance and
oversight of the Company. Following the
conclusion of the recruitment process, the
Committee was delighted to recommend
that the Board appoint Martyn Coffey as
an independent Non-Executive Director of
theCompany.
Governance
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Nomination Committee Report continued
Induction process
Each Director, upon appointment, receives
a comprehensive and tailored induction
to the Company. Martyn Coffey’s induction
included:
• In-person and virtual meetings with the
other Directors
• A comprehensive induction pack
supplied by the Company Secretary and
an overview of the Board’s operations
and Committee functions
• Meetings with members of the
management team to understand the
Group’s strategy, structure, financial and
legal position, corporate governance, risk
profile and risk management procedures
Board review process
The 2025 Board review (“2025 Review”)
was undertaken internally by way of a
questionnaire, a method appropriate
and proportionate to the Company, and
which yields useful results. The 2025
Review considered the composition,
balance of skills, experience, knowledge
and collaboration on the Board, as well as
other factors including diversity, ethnicity
and environmental, social and governance
(“ESG”) factors.
Results of the 2025 Review were prepared
by the Company Secretary and reviewed
by the Chair. The evaluation of the Chair
was reviewed by the Senior Independent
Director. An overview of the results was then
presented and discussed by all Directors at
the January 2026 Board meeting.
The main themes discussed at the 2025
Review were:
• Strategic focus and skills gaps
• Board consensus on governance and risk
• Training and succession planning with
a renewed push to focus on AI and risks
associated with offshore factories
• Cyber security and the need to ensure
the Board is across the risks arising
fromAI
• Culture and how this aligns with the
Company’s strategy and diversity
objectives
Some of the outcomes arising from the
2025 Review included:
• Clarity on strategy and how this would
be presented to the Board
• A renewed focus on ensuring the Board
covers all agenda items in a timely and
efficient manner
• Further representation on the Board,
with skills in Energy Transition,
distribution and manufacturing to be
factored into future succession planning
and it was agreed that the appointment
of Martyn Coffey would bring deep
expertise of supply chain and the
Company’s customer base
In line with best practice, it is intended that
the Board will consider whether an external
review will be undertaken in 2026.
Board composition
Each year the Committee formally reviews
the size, composition and capabilities of the
Board, including its diversity, as part of the
annual Review of Board Effectiveness. The
Committee concluded in the 2025 Review
that the Board had the appropriate mix
of skills and experience to provide strong
and effective leadership. Composition of
the Committee was reviewed and it was
noted that this had been strengthened
through the appointment of Martyn Coffey.
As mentioned earlier in this report, it is
envisaged that Martyn will succeed Tim
Surridge as the Chair of the Remuneration
Committee. Tim was appointed to the
Board in September 2016 and therefore
his nine-year tenure as a Non-Executive
Director should have ended in September
2025. However, the Committee has
recommended to the Board that Tim
continue as a Non-Executive Director in
order to ensure a smooth transition of
the role of Chair of the Remuneration
Committee to Martyn. Accordingly, the
Board will be asking shareholders to
re-elect Tim at the Company’s AGM to
beheld on 19 May 2026.
Caroline Brown was appointed to the Board
in September 2016 and although Caroline’s
nine-year tenure ended in September 2025,
the Committee considered it was in the
best interests of the Company for Caroline
to continue as a member of the Board for a
short period. Caroline will however not be
standing for re-election at the forthcoming
AGM. The standing Board Committees were
also considered, and it was agreed that
the composition of each was appropriate
and balanced. Informed by this review and
ongoing monitoring, the Committee will
continue to oversee the refreshment of the
Board and Committees and to maintain an
appropriate balance of skills, commercial
expertise and diversity to satisfy the
evolving needs of the Group.
The Board and the Committee have spent
a significant amount of time considering
Board succession during the year to ensure
that the Board has the right mix of skills
and experience, as well as the capability to
provide effective challenge and promote
diversity in line with the targets adopted by
the Board in the recently amended Policy.
Governance
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Nomination Committee Report continued
Succession planning
The Board has delegated responsibility
to the Committee for leading the process
for identifying and nominating Board
candidates, as well as keeping the diversity
of the Board under review. When making a
Board appointment, the Committee seeks
to identify an individual with the skills,
knowledge and experience required to fulfil
the role, within this context taking account
of the added value that the individual
brings to the Board in terms of creating
a diverse, and therefore more effective,
decision-making body. As mentioned,
an external recruitment process will also
now adopt and implement the external
guidelines prescribed by the Policy.
The Committee identified the following
succession planning objectives and
considerations for 2026:
• Recruitment for a Non-Executive
Director to replace Tim Surridge, who
exceeded his nine-year tenure in 2025
In order to meet these objectives, the
Committee has taken the following into
account:
• Board membership to be aligned with
the current and the future five-year
strategy of the Company
• Current tenures of the Board compared
to average tenures and balancing the
advantages of continuity and freshness
of approach
• Directors’ plans
• Diversity, including and beyond gender
or ethnicity, but also in terms of outlook
and approach and cognitive skills
In addition to ensuring the Board achieves
its diversity and inclusion targets, the
Committee also oversees the development
of a diverse pipeline of potential senior
managers. This is supported by the Group’s
Policy, described on page 52, which ensures
that all employees, regardless of gender,
ethnicity, age or other factors, are provided
with the opportunity to progress within
the organisation, supported by an inclusive
culture underpinned by fair and equitable
practices and procedures.
The Committee believes that this is an
appropriate and balanced approach
to facilitating the development of a
diversepipeline.
All Non-Executive Directors are appointed
for initial terms of three years and may
be terminated by either party upon one
month’s notice or by shareholder vote at
the AGM. The Non-Executive Directors do
not have any entitlement to compensation
(or payment in lieu of notice) if they are not
re-elected by shareholders following any
retirement.
Full details of the remuneration of the
Non-Executive Directors can be found on
pages 104 to 106 of this document in the
Directors’ Remuneration Report.
Annual review of the Nomination
Committee
As part of the Review of Board Effectiveness
conducted during 2025, the Committee
undertook an evaluation of its own
effectiveness and considered the structure,
size and composition of the Board and its
Committees as well as reviewing its terms
ofreference.
Ultimately, the Committee concluded that it
was operating effectively; however, it noted
that the Committee would need to focus
on recruitment of a Non-Executive Director
in 2026. Details of the full 2025 Review,
including how it was conducted and the
actions taken as a result, can be found on
page 83.
Directors’ performance
The Directors’ biographies are set out
on pages 74 and 75. The Committee has
considered the performance of each
Director and concluded that they continue
to demonstrate the necessary knowledge
and commitment to contribute effectively
to the Board, noting that Caroline Brown
is due to retire at the 2026 AGM. As part
of this process, the Committee reviews
each Director’s other commitments and
asks each Director to confirm they have
sufficient time to fulfil their duties to
theCompany.
Priorities for 2026
During the forthcoming year, the
Committee will be considering what, if any,
further appointments to the Board are
required, taking into account recent and
upcoming changes to Board membership.
The Committee will remain focused on
continuing to strengthen the mix of skills,
diversity and experience on the Board and
the Company’s five-year strategy.
Giles Brand
Nomination Committee Chair
24 March 2026
Governance
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84
Nomination Committee Report continued
In 2025, the Committee worked to further
strengthen the Company’s internal controls and
risk management framework by providing
independent challenge and oversight
Janet Ryan
Audit Committee Chair
Dear Shareholder,
I am pleased to present the report of the
Audit Committee (“Committee”) for the
year ended 31 December 2025. Last year
we reported on the steps we had taken
to review and strengthen the Company’s
internal controls environment, which led
to us engaging Ernst & Young (“EY”) to
assist with reviews of our Mexico and Spain
businesses. Building on this initiative, we
subsequently engaged EY to help with
reviews of our businesses in China and
conducted standard internal follow‑up work
in Spain. Planning for Provision 29 has been
ongoing throughout 2025 to ensure the
material risks are appropriately identified
and assured before 1January2026. This will
be a key workstream in 2026.
Significant issues
The significant issues that were considered
by the Committee in 2025 and early 2026
are set out below. These were addressed
through reporting and discussion with all
Committee meeting attendees, including
the Chief Executive Officer, Chief Financial
Officer and KPMG.
KPMG has set out its audit approach
and the work it performed to satisfy its
audit requirements in these areas in its
Independent Auditor’s Report on pages 122
to 129.
Summary of principal activities and
focus in 2025
Matters discussed by the Committee during
the year included:
• Consideration of budget forecasts
as part of the viability and going
concernreviews
• The internal audit programme for
2025 and evaluation of the Board’s
riskappetite
• Review of adequacy and effectiveness
ofinternal controls and risk
management systems
• Inventory valuation provision
• Receivables ageing and provision
• Delivering working capital via effective
stock control
• Consideration of the impact of the
Corporate Governance Code 2024
(“Code”) (effective from 1 January2025)
andProvision 29 (effective from
1January 2026)
Committee members
Chair: Janet Ryan
Other members
1
: Pim Vervaat, Julia Hendrickson and Tim Surridge
Janet Ryan replaced Tim Surridge as Chair of the Audit Committee on
21July2025,with Tim continuing to be a member of the Committee.
Key responsibilities
The Committee’s main responsibilities, as outlined in its terms of reference, include:
• Recommending the half and full-year financial results to the Board following
detailed review of those matters set out in the Committee’s terms of reference
• Maintaining the integrity of all financial and non-financial reporting
• Monitoring the Group’s internal financial controls and risk management
systems
• Overseeing the relationship with the external auditor and reporting the
findings and recommendations of the auditor to the Board
The Committee’s terms of reference are available on the Company’s website.
TheCommittee met three times throughout the year and details of attendance
areset out on page 73.
Key activities during the year
March
• Reviewed its terms of reference and the Non-Audit Services Policy
• Review of Spain and Mexico controls effectiveness completed
• Reviewed the Annual Report and Financial Statements for the year ended
31December 2024
September
• Reviewed preparations for meeting Provision 29 requirements
• Reviewed the 2025 Interim Results
• Considered guidance paper on Failure to Prevent Fraud offence
October
• Engaged Ernst & Young to undertake a detailed verification of controls
effectiveness at the Group’s operations in China
• Ongoing engagement on Provision 29 requirements
• Reviewed and approved the audit plan and scope of work for the year
ended 31 December 2025
1. The Chair of the Board, Chief Executive Officer, Chief Financial Officer, senior finance team
members and the external auditor are routinely invited to Committee meetings at the
Committee’s request. TheCommittee also meets separately with the external auditor without
management present.
Governance
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85
Audit Committee Report
Summary of principal activities and
focus in 2025 continued
• Adjustments including intangibles and
acquisition-related costs
• Transfer pricing
• Review of whistleblowing reports
• Acquisition accounting for D-Line
and CMD and integration of acquired
businesses
• Evaluation of the effectiveness of the
external audit
• Consideration of the impact of
the new “failure to prevent fraud”
legislation introduced in the UK under
the Economic Crime and Corporate
Transparency Act 2023 (“the ECCTA”)
• Review of the rollout of key compliance
training via online training across the
Group
• The Group’s use of alternative
performance measures
• Review of the Committee’s terms of
reference
• Annual review of the Company’s
requirement for an internal audit
function
Financial statements
The Committee considered in particular
the following matters, as identified by the
auditor, in relation to the Group’s half-year
and full-year financial statements:
• Inventory valuation, provisions and
average costing methodology
• Accounting updates including the
application of accounting standard IFRS 17
• Research and development
capitalisation
• Tax rate changes in the UK and China
• Acquisition accounting
• Goodwill assessment
• Recoverability of intra-group debt
• Going concern disclosure quality
• Transfer pricing relating to overseas
subsidiaries
• Revenue recognition
• Management override of controls
The Committee confirms that it is
satisfied that the presentation of the
financial statements for the year ended
31 December2025 is appropriate
and in accordance with the Group’s
accountingpolicies. An explanation of the
application of the Company’s accounting
policies can be found on page 136.
Summary of key Committee activities during 2025
Activity
March
2025
September
2025
October
2025
Financial reporting
Reviewed year-end matters including the draft 2024
Annual Report and Financial Statements, key accounting
judgements and the going concern statement
Reviewed the draft half-year statement, including
accounting judgements, materiality and the external
auditor’s report
Reviewed accounting judgements and changes to
accounting standards in preparation for year-end reporting
Corporate governance
Reviewed its terms of reference
Discussed Provision 29 of the 2024 Code
Discussed the impact of legislation on corporate “failure to
prevent fraud” offence
External audit
Recommended to the Board the re-appointment of KPMG
as external auditor
Reviewed KPMG’s plan for the scope of the audit of the
2025 Annual Report and Financial Statements, including
key audit risks and progress of the audit
Disclosed relevant audit information to the external
auditor with supporting evidence
Conducted a review of the effectiveness of the year-end
external audit process and reporting outcome for 2024
Reviewed and approved the external auditor’s Non-Audit
Services Policy
Internal control and risk management
Reviewed risk management and internal control systems,
including risk management framework
Reviewed overall process of assessing business risks and
managing their impact on the Group
Reviewed overall approach to setting risk appetite,
tolerance levels, risk exposure and any changes to the risk
management framework
Reviewed and challenged going concern assumptions,
the Viability Statement and the period of assessment
Governance
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Audit Committee Report continued
Summary of principal activities and
focus in 2025 continued
Going concern
In preparation for publication of the 2025
Annual Report, the Committee and Board
conducted a comprehensive review of
the Company’s 12-month going concern
position in March 2026. Management
considered the 12-month assessment of
going concern, together with sensitivity
analysis results covering the period
December 2026 to December 2028 with
respect to the Viability Statement. The
full Board discussed the results in detail,
including: the practicalities of the sensitivity
testing process, the rationale behind
the choice of risks subject to sensitivity
testing and the treatment of one-off versus
recurring risks.
Internal controls
The Group conducts a rolling programme of
internal control reviews across its worldwide
operations. The scope of the programme is
approved by the Committee each year. This
year’s programme included work done on
the Committee’s behalf by Ernst & Young
UK in China and the results from the Spain
and Mexico operations.
Governance
During the year, the Committee received
regular updates from the Company
Secretary on corporate governance and
legal developments.
In September 2025 and October 2025, the
Committee received advice regarding the
application of:
• The 2024 Code, which was released
in January 2024, and the implications
that this would have on the Company,
including specifically in relation to the
new internal controls declaration (due to
come into effect in 2026) requiring the
Audit Committee to include a statement
about the effectiveness of material
controls including financial, operational,
reporting and the Company’s
compliance framework
• The changes implemented by the ECCTA
including, among other things, criminal
liability being attributed to a failure to
prevent fraud
Internal financial controls and
riskmanagement systems
The Board is responsible for the Group’s
risk management framework and the
Committee has been delegated the
responsibility to review the overall process
of assessing business risks and managing
the impact on the Group. The Board
retains overall responsibility for the level of
risk that the Group is willing to take and
for allocating sufficient resource to the
management of business risk. The risk
management process is detailed on page 62.
The Group operates its system of internal
control by using the following key elements:
• Regular review meetings of various
groups, including business functions,
senior management, sub‑committees
and the Board, to discuss key issues
• A detailed business planning process,
combining top‑down and bottom‑up
approaches, with outputs reviewed by
the Directors
• A system of financial controls, including
preventative controls and a review
process
• Ongoing dialogue with Directors,
including financial reports and trading
updates
• Conducting root and branch reviews of
internal control systems at companies
targeted for acquisition as part of the
due diligence process
The Committee, on behalf of the Board, has
reviewed the effectiveness of the internal
control systems and risk management
processes in place during the year, taking
account of any material developments
since the year end. The Group’s rolling
programme of internal controls reviews is
conducted using a standardised risk‑based
testing approach introduced in 2022.
No significant failings or weaknesses were
identified in respect of the year ended
31December 2025 and up to the date of the
Annual Report.
Provision 29 readiness activities
A recurring item for the Committee has
been the Group’s readiness activities
relating to changes brought by the new
2024 Code, specifically the way in which to
achieve compliance with Provision 29.
Management provided an update on
Provision 29 at each Committee meeting
throughout the year focusing on the
following:
1. In March 2025, the Committee was
presented with a timeline for work to
be undertaken by management on
Provision 29, training to be provided
across the Group on key policy areas
and an internal control review to be
conducted in respect of the Group’s
offshore factories.
2. In September 2025 and October 2025,
the Director of Finance delivered
presentations to the Committee on the
current strategy and progress towards
achieving compliance with Provision 29.
The presentations also set out year-end
planning for the Group.
Review of half and full-year
financialresults
The Board is ultimately responsible for
reviewing and approving the Annual
Report and Financial Statements and
thehalf-yearly reports.
At the Board’s request, the Committee
has reviewed the Annual Report and
Financial Statements and is satisfied
that the information contained therein
is fair, balanced and understandable and
provides shareholders with the necessary
information to assess the Group’s position
and performance, business model and
strategy.
Principal risks and uncertainties
In March 2026, the Committee reviewed
the Company’s risk register. The Committee
considered the impact of risks associated
with the following eight areas:
• Concentration risks relating to
operations
• Concentration risks associated with
customers and products
• Macroeconomic, political and
environmental
• Loss of IT/data
• Loss of key employees
• Acquisitions
• Legal and regulatory
• Finance and treasury
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Audit Committee Report continued
Principal risks and uncertainties
continued
The principal risks and uncertainties of the
Group and their mitigation are included on
pages 62 to 66. The crystallisation of these
risks has been considered in the Viability
Statement on pages 67 and 68 and going
concern assessment on page 67.
External auditor (external audit
process and effectiveness)
Following a comprehensive tender process,
KPMG was re-appointed by shareholders at
the 2025 AGM as the Company’s external
auditor. KPMG has been the Company’s
external auditor since 2016 when the
Company listed on the London Stock
Exchange. The Audit Partner is Gordon
Docherty, who has held the role since 2024.
The Committee regularly considers the
independence and objectivity of the auditor,
taking into consideration relevant UK
professional and regulatory requirements.
As in previous years, a review of KPMG’s
performance in relation to the audit of the
full-year results for 2025 was performed. No
issues were raised with regard to KPMG’s,
performance, independence or objectivity
during the audit process.
The Committee reviews an annual
statement from the auditor detailing its
independence, policies and safeguards and
confirming its independence, also taking
into account the Group’s External Auditor
Independence Policy, which incorporates
the Group’s Non-Audit Services Policy
and relevant ethical guidance regarding
the provision of non-audit services by the
external auditor.
The Committee has considered and
approved the terms of engagement and
fees of the external auditor for the year
ending 31 December 2026. Audit fees
payable by the Group to KPMG in 2025
totalled £0.7m (2024: £0.7m). There were
no contingent fee arrangements. The
Committee reviewed the level of non-audit
services and fees provided by KPMG in
respect of the year ended 31December
2025; these were £nil (2024:£0.1m) and
related to the prior year 2024 review
of interim financial information and
providing verification of interim profits.
TheCommittee determined that KPMG
were best placed to undertake this work
in view of their historical knowledge of
the Group’s global operations. The ratio
ofnon-audit fees to audit fees for the
yearwas £nil (2024: 1:8).
The Committee has agreed that this
does not pose a threat to the auditor’s
independence, taking into account the
absolute level of fees incurred by the
Company in relation to KPMG revenues
asawhole.
The Committee oversees the Group’s
relationship with its external auditor
and makes recommendations to the
Board concerning the appointment,
re‑appointment and remuneration of
the auditor. The Committee reviewed the
effectiveness and quality of the external
audit process by reviewing the audit plan,
receiving reports on the results of the
audit work performed and questioning
theauditor about their findings.
The Committee considers that the
relationship with KPMG is well established
and is satisfied with the effectiveness of the
overall external audit process.
Based on this evaluation, the Committee
recommended to the Board and is
recommending to shareholders at the
2026 AGM that KPMG should continue as
external auditor to the Company.
Internal audit
During the year, the Group did not have
an internal audit function as it was agreed
in 2024 that the Group’s size and activities
were such that internal assurance was
achievable through other means. In
addition to reports from and discussions
with management, further assurance was
provided during the year as described on
page 87 under “Internal financial controls
and risk management systems”.
In October 2025, the Committee considered,
as it does annually, whether the Group
had a need for an internal audit function
for the financial year ending 31 December
2026. The Committee unanimously
determined that given that external
outsourcingof internal controls was
necessary for operations in China, it was
beneficial fora third party to carry out this
process for the entire Group rather than
forming an internal audit function for the
period. TheCommittee concluded that
given the size and complexity of the Group,
apermanent internal audit function was
therefore not required at this point in time;
however, the matter would continue to be
reviewed annually.
Annual review of the Audit
Committee
As part of the Review of Board Effectiveness
conducted during 2025, the Committee
undertook an evaluation of its own
effectiveness and concluded that it was
operating effectively.
The Board has satisfied itself that Tim
Surridge, PimVervaat, Julia Hendrickson
and JanetRyan have recent and relevant
financial experience and that the
Committee as a whole has competence
relevant to the sectors in which the
Company operates.
There were no suggested areas of
improvement arising from the review;
however, the Committee acknowledged
that AI and cyber security opportunities
and risks would be an area of focus for the
Committee and the Board in 2026. Details
of the full 2025 Review, including how it was
conducted and the actions taken as a result,
can be found on pages 71 and 72.
Priorities for 2026
During the forthcoming year the
Committee will be focused on embedding
the regulatory changes that have arisen
due to the 2024 Code and the ECCTA.
Inparticular, working with management,
with input from advisers, to set out a plan to
enable it to monitor the risk management
and internal control framework to ensure
the Board is able to make the required
declaration on the effectiveness of its
internal controls in 2026, in accordance
withProvision 29 of the 2024 Code.
The Committee will also continue to bring
increased focus to the risks associated
with climate change and the impact of
such risks on the financial statements
through evolving environmental, social
andgovernance reporting requirements.
Janet Ryan
Audit Committee Chair
24 March 2026
Governance
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88
Audit Committee Report continued
The Committee sets the principles, parameters
and governance framework to provide a
transparent Remuneration Policy that aligns
with the long-term strategy of the business
Tim Surridge
Remuneration Committee Chair
Dear Shareholder,
On behalf of the Board, I am pleased to
present the Remuneration Committee’s
report on remuneration for the year ended
31 December 2025.
Driven by further strategic progress,
exceptional dedication of the team and
despite some mixed markets, the Group
has delivered another strong financial
performance in 2025.
The Group achieved revenue growth of
11.9%, which included like-for-like growth
of 4.6%. Energy Transition products were
a key driver, demonstrating very strong
revenue growth of 84.7%. Top-line growth
combined with the Group’s lean vertically
integrated manufacturing model powered a
50bps enhancement in Adjusted Operating
Margin and grew Adjusted Operating
Profit to £33.8m (2024: £29.0m). As a result,
after careful treasury and tax planning, the
Group delivered Adjusted Profit After Tax
1
of £22.6m (2024: £19.7m). Furthermore,
Adjusted EPS 3-year CAGR of 10.6% reflects
strong progress over a sustained period as a
consequence of the key strategic decisions
the team have made.
As planned, Adjusted Free Cash Flow
also showed significant improvement in
the year, delivering £30.4m (2024: £3.5m)
following the normalisation of supply chain
constraints. The balance sheet remains
robust, with a Bank Net Debt leverage
ratio of 1.2x, comfortably within the target
range. This provides significant headroom
for continued organic investment and
strategicM&A, aligning with our capital
allocation policy.
Further progress has been made against
the Group’s strategic priorities. The Energy
Transition product offering continues to
expand and the integration of the CMD
and D-Line acquisitions is progressing well,
delivering valuable synergies. Operational
efficiency across our manufacturing centres
also continues to improve.
The Group remains committed to its
sustainability agenda, making continued
progress towards its Science Based Targets
initiative validated targets. Operations
remain carbon neutral, and the range of
lowcarbon products has been enhanced.
Committee members
Chair: Tim Surridge
Other members: Caroline Brown, Pim Vervaat, Julia Hendrickson and
MartynCoffey
The Chair of the Board and other Board members and advisers also attend
Committee meetings at the invitation of the Remuneration Committee Chair.
Key responsibilities
The Committee’s main responsibilities, as outlined in its terms of reference, are:
• Setting the principles, parameters and governance framework to provide
a transparent Remuneration Policy that aligns with the long-term strategy
of the business
• Determining the individual remuneration and benefits package of each of
the Executive Directors, considering the interests of relevant stakeholders
• Approving the level and structure of remuneration of senior management
in conjunction with the Executive Directors
• Reviewing the implementation and operation of any Group share option
schemes, bonus schemes and long-term incentive plans
The Committee’s terms of reference are available on the Company’s
website. The Committee met three times throughout the year and details of
attendance are set out on page 73.
Key activities during the year
March
• Evaluated performance against 2024 targets and objectives and approved
the 2024 bonus
• Reviewed performance of PSP awards due to vest in 2024
• Confirmed the implementation of the Executive Remuneration Policy for
2025, and agreed targets for the 2025 bonus and LTIP awards
June
• Discussed paper on latest market practice and shareholder guidance,
reviewed wider workforce pay and policies
• Undertook an initial review of the Remuneration Policy ahead of the 2026
AGM where it will be put to shareholders
December
• Held initial discussion regarding performance against the 2025 annual
bonus targets and PSP awards due to vest in 2026
• Held initial discussion regarding 2026 bonus and LTIP targets
• Agreed on the approach to the Remuneration Policy to be submitted
toshareholders at the 2026 AGM
• Performed the annual review of the Committee’s terms of reference
1. Adjusted Profit After Tax for 2025 reflects the full-year impact of the CMD acquisition, whilst 2024 has been
adjusted to exclude CMD (acquired during the year).
Governance
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89
Remuneration Committee Report
The Group is well positioned for sustained
above-market growth, underpinned by
structural electrification opportunities,
sustainable competitive advantages and a
clear strategy. I extend my sincere thanks to
our management team and all employees
for their hard work and commitment.
Directors’ Remuneration
Policyreview
In accordance with remuneration reporting
regulations, and as our current Directors’
Remuneration Policy was last approved
by shareholders at the 2023 AGM, we will
be seeking re-approval for a refreshed
Policy at the 2026 AGM. Consequently, the
Committee undertook a comprehensive
review of the Policy during the year. We
concluded that the overarching framework,
comprising an annual bonus plan and a
performance share plan, continues to be
effective in incentivising management to
deliver long‑term sustainable performance
and value for shareholders. Therefore,
no fundamental changes to the overall
structure are being proposed.
A key aspect of our review involved
evaluating the maximum potential awards
under our incentive plans to ensure they
remain competitive and commensurate
with the Group’s size and complexity. While
we found that current opportunities are
broadly appropriate for our existing reward
strategy, it was identified that the maximum
annual bonus opportunity of 100% of salary
was at the lower end of the typical range for
companies of a similar scale.
To address this, we propose increasing the
overall maximum for the annual bonus
within the Policy from 100% to 150% of salary
to provide flexibility for the future.
We do not intend to make any changes
to the annual bonus opportunity for 2026
with the maximum opportunity for the CEO
and CFO remaining at 100% of base salary.
We would intend to consult with major
shareholders before utilising this increased
headroom.
The current Performance Share Plan
rules are scheduled to expire in 2027; it is
proposed that these rules be renewed in
2026 on broadly similar terms.
Approach to remuneration for 2026
Executive Directors’ remuneration
arrangements for 2026 will be largely
unchanged from prior years. Salaries have
been increased by 2.6% from 1 January 2026.
This increase was determined on the same
basis as for the wider workforce. The CEO’s
salary is therefore £448,619 and the CFO’s
salary is £382,902.
Will Hoy will receive a pension contribution
of 6% of salary. This represents a 1% increase
on 2025, in line with the increased pension
opportunity for the UK workforce.
As discussed above, the maximum annual
bonus opportunity will continue to be 100%
of salary and be based on the same metrics
as last year: 40% on Adjusted Profit After
Tax, 40% on Adjusted Free Cash Flow and
20% on individual strategic objectives.
PSP awards will continue to be 150% of
salary with vesting again based 50% on
TSR performance compared to the FTSE
SmallCap index over three years from the
date of grant and 50% based on Adjusted
EPS performance for the financial year
ending 31 December 2028. Further detail
on the targets set for each component is
available on page 110.
For Non-Executive Directors, the Chair’s fee
was increased by 2.8% and the NED base
fee by 3.4%. Additional fees for chairing
committees and the Senior Independent
Director (“SID”) were increased by 2.5%.
These increases were determined on the
same basis as for the wider workforce.
Remuneration paid for 2025
The approach to remuneration for 2025
has been reviewed in the context of the
Group’s strong financial performance and
significant progress against its strategic
priorities over the year.
The annual bonus targets for 2025 were
based on Adjusted Profit After Tax, Adjusted
Free Cash Flow and individual strategic
objectives, including measures linked to
ourESG strategy.
Recap on 2025 performance
Adjusted Profit After Tax
1
£22.6m
(2024: £19.7m)
Adjusted Free Cash Flow
£30.4m
(2024: £3.5m)
Adjusted EPS 3-year CAGR
10.6%
(2024: -14.8%)
TSR 3-year performance
2
50%
(2024: -56%)
1. Adjusted Profit After Tax for 2025 reflects
the full-year impact of the CMD acquisition,
whilst 2024 has been adjusted to exclude CMD
(acquiredduring the year).
2. TSR performance for 2025 has been calculated
over the three-year period between 1 January 2023
and 31 December 2025.
Adjusted Profit After Tax performance
was £22.6m and Adjusted Free Cash Flow
was £30.4m. Adjusted Profit After Tax was
between the target set and the maximum
as a result of strong growth in the year
and successful leveraging of the Group’s
lean operating model to expand margins.
Adjusted Free Cash Flow exceeded the
maximum payout set, through careful
working capital management throughout
the year.
The CEO and CFO both performed strongly
during the year and delivered good
progress against their strategic objectives
(further details are set out on page 108).
For 2025, the Committee assessed the
CEO and CFO against their objectives
and determined a payout of 12% out of
a maximum of 20% for the CEO and 12%
outof a maximum of 20% for the CFO for
this element.
The overall bonus payable to the CEO is
therefore 87.2% of maximum, and the
overall bonus payable to the CFO is 87.2%
of maximum. The Committee believes that
this level of bonus is appropriate, reflecting
the strong financial performance in a
challenging market and the significant
strategic progress made during the year.
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Remuneration Committee Report continued
Recap on 2025 performance
continued
The CEO and CFO were granted PSP awards
in April2023. These awards were based 50%
on CAGR Adjusted EPS performance in
the three-year period ended 31 December
2025 and 50% on TSR performance over a
three-year period from the date of grant.
CAGR Adjusted EPS was 10.6% which meant
a payout of 66.7% of maximum for this
element. TSRperformance will be assessed
to the third anniversary of the date of award
and we will confirm performance in next
year’s report. TSR performance is currently
tracking between the median and upper
quartile and is expected to vest at c.56.9%.
Based on the performance against the
CAGR Adjusted EPS and TSR targets, it is
expected that c.61.8% of maximum, of the
total award, will vest.
The Committee believes that the incentive
outcomes are a fair reflection of our
one-year and three-year performance and
therefore the Committee has not exercised
discretion in relation to incentive outcomes
during the year.
TSR performance for the 2022 PSP
award was assessed over threeyears
tothedate of vesting. In the 2024
report, we estimatedthat total vesting
forthe 2022 PSP award would be 0%of
maximum, based on CAGRAdjusted EPS
performanceto 31December 2024 of
-14.8%andTSR performance below median
to 30November 2024. At the date of vesting,
Luceco’s TSR performance remained below
median, resulting in 0% of the TSR element
of this award vesting. The overall vesting of
the award was therefore 0% of maximum.
Wider workforce engagement
A Group-wide employee engagement
survey was conducted in the year, the
findings of which are summarised on
page54.
Our Non-Executive Director responsible for
workforce engagement, JuliaHendrickson,
also conducted meetings with employees
from across the business to understand
their feedback. Her findings are
summarised on page 78.
Shareholder engagement
Shareholder views, whether directly
or indirectly expressed, together with
relevant guidance and emerging trends,
are carefully considered when reviewing
rewarddesign and outcomes.
We engaged with major shareholders
concerning the proposed Remuneration
Policy in advance of the 2026 AGM.
As Remuneration Committee Chair,
Icontinue to be available to engage with
shareholders who wish to discuss the
Group’s approach to remuneration, or any
ofthe content set out in this report.
I look forward to receiving your support
for our Annual Remuneration Report and
Remuneration Policy at the AGM.
Tim Surridge
Remuneration Committee Chair
24 March 2026
Governance
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Remuneration Committee Report continued
Strategic objectives
CEO (20% weighting)
Maximum
payout
CFO (20% weighting)
Maximum
payout
20% 20%
Total incentive
CEO overall bonus outcome
Maximum
payout
CFO overall bonus outcome
Maximum
payout
100% 100%
Actual
12%
Actual
87.2% Actual
87.2%
Actual
12%
£22.6m
£30.4m
Our approach to remuneration supports our strategy to
innovate,growand deliver long-term sustainable performance
forthebenefit of all our stakeholders.
2025 Remuneration at a glance
Performance and
remunerationoutcomes
Adjusted Profit
After Tax
1
£22.6m
2024: £19.7m
Adjusted Free Cash Flow
£30.4m
2024: £3.5m
Adjusted EPS 3-year CAGR
10.6%
2024: -14.8%
TSR 3-year performance
2
50%
2024: -56%
Salary increases
Executive
Directors
All Luceco
employees
2.5% 2.5%
2024: 4.0% 2024: 4.0%
Executive Directors’ annual bonus incentive outcomes
Performance measures
Adjusted Profit After Tax
1
(40% weighting)
Threshold
0% payout
Target
50% payout
Maximum
100% payout
£18.9m £21.0m £23.1m
Actual
Adjusted Free Cash Flow (40% weighting)
Threshold
0% payout
Target
50% payout
Maximum
100% payout
£16.4m £18.2m £20.0m
Actual
Alignment with employee rewards
Number of employees
eligible to participate
Share incentive plans
granted to employees
689 850,494
2024: 595| 15.8% 2024: 628,236 | 35.4%
1. Adjusted Profit After Tax for 2025 reflects the
full-year impact of the CMD acquisition, whilst 2024
has been adjusted to exclude CMD (acquired during
the year).
2. TSR performance for 2025 has been calculated over
the three-year period between 1 January 2023 and
31December 2025.
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Remuneration Committee Report continued
Summary of Remuneration Policy and implementation in 2025 and for 2026
Key component Summary How we implemented in 2025 Implementation in 2026
Base salary
Normally reviewed annually.
2.5% increase with effect from 1 January 2025, in line with
the increases received by the wider workforce and typical
approach.
John Hornby
– CEO
£437,214 perannum
Will Hoy
–CFO
£373,100 perannum
From 1 January 2026:
John Hornby – £448,619
Will Hoy – £382,902
This represents a 2.6% increase, which was
determined on the same basis as for the wider
workforce.
Pension
Directors receive a contribution to a defined contribution
scheme or a cashallowance in lieu ofpension.
The CEO does not receive a pension allowance. TheCFO
received a pension allowance of 5% of salary, in line with the
wider UK workforce rate.
n/a £18,655 for 2025 John Hornby does not participate in any pension
arrangement.
Will Hoy will receive a pension contribution of 6% of
salary. This represents a 1% increase on 2025, in line
with the increased pension opportunity for the UK
workforce.
Benefits
Benefits included car allowance/company car, mobile phone,
life insurance and private medical insurance (may participate
in all employee share plans).
£7,683 £13,858 No change to operation.
Annual bonus
Maximum opportunity of 100% of salary in 2025. Under the
proposed Policy, overall maximum will be 150% of salary, to
allow flexibility.
Performance measures for the 2025 bonus were as follows:
40% Adjusted Profit After Tax
40% Adjusted Free Cash Flow
20% individual strategic objectives
If not on course to meet shareholding guideline, willinvest
50% of their bonus into shares.
Outturn as a
percentage of
maximum: 87.2%
£381,251
Outturn as a
percentage of
maximum: 87.2%
£325,343
No change to operation, maximum opportunity
level or performance measures from 2025.
Performance measures are as follows:
40% on Adjusted Profit After Tax
40% on Adjusted Free Cash Flow
20% on individual strategic objectives
Bonus targets are commercially sensitive and
therefore have not been disclosed. It is intended
that targets will be disclosed in full in the 2026
Directors’ RemunerationReport.
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Remuneration Committee Report continued
Key component Summary How we implemented in 2025 Implementation in 2026
PSP
An award of 150% of salary was made to the CEO in 2023 and
150% fortheCFO (pro-rated based on start date to 125%).
Policy maximum of 150% of salary.
Performance measures for the 2023 award were as follows:
50% TSR relative to the FTSE SmallCap, excluding
investmenttrusts
50% CAGR Adjusted EPS
Subject to a two-year holding period.
2023 Award:
• The CAGR Adjusted EPS was 10.6% which
meant a payout of 66.7% of maximum
• TSR performance will be assessed to the
third anniversary of the date of the award
and we will confirm performance in next
year’s report. TSR performance is currently
tracking between the median and upper
quartile and isexpect to vest at c.56.9%
• Based on the performance against the
CAGR Adjusted EPS and TSR targets, it is
expected that c.61.8% of maximum, of the
total award, will vest
2025 Award:
A PSP award of 150% of salary was made to the
CEO and CFO during the year, based equally
on EPS and TSR
No change to approach.
Performance measures are as follows:
• 50%: TSR relative to the FTSE SmallCap index
excluding investment trusts, 25% vests for
median TSR, with 100% vesting for upper
quartile TSR
• 50%: compound annual growth rate (“CAGR”)
of Adjusted Earnings Per Share (“EPS”)
performance for the financial year ending
31December 2028. 25% of this portion vests for
5%, with 100% vesting ifthe CAGR in Adjusted
EPS is 12.5%
Shareholding
requirements
200% of salary – expected to maintain for two years following
stepping down from Board.
John Hornby
– CEO
7,876% of salary
Will Hoy
–CFO
110% of salary
No change to operation.
Non-Executive
Directors
Directors receive a basic Board fee, with additional fees for the
Senior Independent Director and Committee Chairs; all fees
are paid in cash, andthe Group reimburses business travel
costs and covers anyassociatedtax liabilities.
From 1 January 2025, fees were as follows:
• Chair – £145,000 (+11.5%)
• NED base fee – £50,225 (+2.5%)
• SID, Audit and Remuneration Committee
Chairfee – £11,200 (nochange)
From 1 January 2026, fees will be as follows:
• Chair – £149,100 (+2.8%)
• NED base fee – £51,955 (+3.4%)
• SID, Audit and Remuneration Committee
Chairfee– £11,480 (+2.5%)
These increases were determined on the same
basis as for the wider workforce.
Summary of Remuneration Policy and implementation in 2025 and for 2026 continued
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Remuneration Committee Report continued
2026 Directors’ Remuneration Policy
The following table sets out our Remuneration Policy for Directors (“Policy”). This Policy will be put forward to shareholders for their binding approval at the AGM on 19 May 2026 and will
apply to payments made from this date.
Policy table
Purpose and
linktostrategy Operation Maximum opportunity Performance measures
Base salary
To ensure that the Company
is able to attract and retain
talented Executive Directors
to deliver the strategy of the
business.
The Committee sets and reviews base salary taking into
account:
• The individual’s skills, experience and their performance
• Salary levels at other companies of a similar size and
complexity
• Pay and conditions elsewhere in the Group
Any salary increases are normally effective from 1 January but
may be effective at other times if considered appropriate.
Whilst there is no maximum salary, increases
will normally be in line with or below the
increases awarded to other employees in the
Group.
However, the Committee has discretion to
consider increases above this level in certain
circumstances such as:
• Where an Executive Director has been
appointed to the Board at a lower than
typical market salary to allow for growth in
the role, larger increases may be awarded
to move salary positioning closer to typical
market level as the Executive Director
gains experience
• Where an Executive Director has been
promoted or has had a change in
responsibilities
• Where there has been a significant change
in market practice
• Where there has been a change in the size
and complexity of the organisation
• Other exceptional circumstances
Business and individual performance are both
considerations in setting base salary.
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Purpose and
linktostrategy Operation Maximum opportunity Performance measures
Pension
To provide appropriate levels
of retirement benefit for
Executive Directors.
Executive Directors generally receive a contribution to a
defined contribution pension scheme (or equivalent) or a cash
allowance in lieu of a pension.
The maximum annual pension contribution or
cash allowance is in line with the rate received
by the majority of the workforce in the UK,
which is currently 6% of base salary.
n/a
Benefits
To ensure that the benefits
offered by the Company
remain competitive in the
markets in which it operates
and are in line with those
provided to other Group
employees in a position of
management or responsibility.
Current benefits include a car allowance, mobile phone, life
insurance and private medical insurance.
Executive Directors may participate in the Share Incentive
Plan and any other all-employee plans on the same basis as
other employees, up to HMRC approved limits.
The Committee may introduce other benefits if it is
considered appropriate to do so.
Executive Directors shall be reimbursed for all reasonable
expenses and the Company may settle any tax incurred.
Where an Executive Director is required to relocate to perform
their role, the appropriate one-off or ongoing expatriate
benefits may be provided (e.g. housing, schooling etc).
There is no maximum level of benefit. n/a
Annual bonus
The role of the annual bonus
is to incentivise and reward
Executive Directors for
the delivery of the Group’s
strategy and objectives.
Bonuses are normally paid in cash following the yearend.
Where an Executive Director has not met the shareholding
guideline set out, they will normally be expected to invest
50% of their post-tax annual bonus into Company shares. The
Committee may determine that this requirement shall not
apply where it deems that the Executive Director is already on
course to meet their shareholding guideline.
Bonuses are not pensionable.
Bonuses are based on annual performance targets.
Malus and clawback provisions apply, detailed on page 99.
The Committee may, in its discretion, adjust annual bonus
payments upwards or downwards, if it considers that
the outcome does not reflect the underlying financial or
non-financial performance of the participant or the Group
over the relevant period or that such payout level is not
appropriate in the context of circumstances that were
unexpected or unforeseen when the targets were set.
Whenmaking this judgement, the Committee may take
intoaccount such factors as it considers relevant.
Maximum annual bonus opportunity of 150%
of base salary.
Normally 50% of the bonus shall pay out for
on-target levels of performance. The annual
bonus normally starts to accrue for meeting
threshold levels of performance. Up to 20%
of the maximum bonus may be payable
forthreshold performance.
The Committee may determine that an
alternative vesting schedule may apply.
The Committee shall determine performance
measures for the bonus each year. These
may include financial measures (for example,
profitability and cash flow) and non-financial
metrics linked to the delivery of business or ESG
strategies or personal objectives.
Typically, no less than 50% of the annual bonus will
be based on financial measures.
The Committee has the discretion in exceptional
circumstances to adjust the performance targets
or set different measures if events occur outside
of management’s control or where the target no
longer satisfies its original purpose to ensure that
pay is aligned with performance.
Policy table continued
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Policy table continued
Purpose and
linktostrategy Operation Maximum opportunity Performance measures
PSP
The PSP aligns the Executive
Directors and participating
employees with shareholder
interests, incentivising
them to achieve specified
performance measures
normally over a three-year
period.
The PSP award also supports
retention and shareholder
alignment.
Awards can be in the form of conditional shares or nil-cost
options or in such other form that the Committee determines
has the same economic effect. Where awards are in the form
of nil-cost options, participants may have up to ten years from
grant to exercise awards.
Awards may also be granted in conjunction with a
tax-advantaged Company Share Option Plan (“CSOP”) up to
the HMRC limits as an “Approved PSP Award”.
The vesting of an Approved PSP Award will be scaled back to
take account of any gain made on exercise of the associated
CSOP option. An Approved PSP Award will enable the
Executive Director and the Company to benefit from tax
advantaged treatment on part of their PSP award without
increasing the pre-tax valuedelivered to the Executive
Director or cost to theCompany.
Awards normally vest based on performance assessed over a
period not shorter than three years.
Awards will normally be subject to a post-vesting holding
period for two years following the end of the performance
period.
The Committee may in its discretion adjust PSP vesting levels
upwards or downwards, if it considers that the outcome
does not reflect the underlying financial or non-financial
performance of the participant or the Group over the relevant
period or that such vesting level is not appropriate in the
context of circumstances that were unexpected or unforeseen
when the targets were set. When making this judgement, the
Committee may take into account such factors as it considers
relevant.
Malus and clawback provisions apply, as detailed on page 99.
The maximum award in respect of a financial
year is 150% of base salary.
Normally 25% of awards vest for threshold
levels of performance.
The Committee shall determine performance
measures for awards granted each year. These may
include share price related measures, financial
measures (forexample, profitability and cash
flow) orother metrics linked to the delivery of the
business or ESG strategies.
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Purpose and
linktostrategy Operation Maximum opportunity Performance measures
Company Share
OptionPlan
It is not intended that awards
will be made to Executive
Directors under this plan
during the life of the Policy.
The CSOP aligns participating
employeeswith shareholder
interests, incentivising
them to achieve specified
performance measures over
athree-year period.
The CSOP also acts as a
retention tool.
Awards can take the form of market value share options.
Awards would be subject to performance assessed over a
period of no less than three years.
The Committee retains the discretion to adjust the final
vesting level if it does not consider that it reflects the
underlying performance of the Company.
Awards may be exercised once vested for up to ten years
following the date of grant.
Options can be granted in the form of unapproved options or
HMRC approved options up to the HMRC limit at the date of
grant.
Malus and clawback provisions apply, as detailed on page 99.
The maximum annual award is 100% ofsalary.
Normally 25% of awards vest for threshold
levels of performance.
If this plan were operated, appropriate
performance conditions would be determined by
the Committee at the time of award and disclosed
in the Remuneration Committee Report for
thatyear.
Share ownership
guidelines
Aligns the interests of
Executive Directors and
shareholders and encourages
long-term shareholding and
commitment to the Company
both in and postemployment.
The Company encourages its Directors to hold sharesin the
Group to strengthen their commitment to the organisation in
terms of delivering the strategicobjectives.
Executive Directors are expected to build and maintain a
holding of Luceco shares equal to at least 200% of base salary.
Executive Directors are expected to retain 50% of any post-tax
shares that vest under any share incentive plans until this
shareholding isreached.
The Committee also has a policy to promote interests in share
awards following cessation of employment to enable former
Executive Directors to remain aligned with the interests
of shareholders for an extended period after leaving the
Company.
Following stepping down from the Board, ExecutiveDirectors
will normally be expected to maintain a minimum
shareholding of 200% of salary (or actual shareholding if
lower) for the first 12 months following departure from the
Board and 100% of salary (or actual shareholding if lower) for
the subsequent 12 months. The Committee retains discretion
to waive this guideline if is not considered to be appropriate in
the specific circumstance.
n/a n/a
Policy table continued
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Malus and clawback
Annual bonus payments may be clawed
back for a period of three years from the
date of payment. Malus and clawback
provisions apply under the PSP and CSOP
from award to the fifth anniversary of the
grant date. The Committee considers
this period is appropriate as it could
reasonably be expected that issues would
come to light during this timeframe.
These periods also reflect typical market
practice. Thecircumstances in which
malus/clawback may apply are a material
misstatement of financial results, an
error in assessing performance or in the
information/assumptions used, a material
failure of risk management, serious
reputational damage, serious misconduct
by the participant, or any other similar
circumstances.
Share plan operation
Awards under any of the Company’s share
plans may:
• Have any performance conditions
applicable to them amended or
substituted by the Committee in
circumstances where the Committee
determines an amended or substituted
performance condition would be more
appropriate and not materially less
difficult to satisfy
• Incorporate the right to receive an
amount equal to the value of dividends
which would have been paid on the
shares under an award that vests up
to the time of vesting. This amount
may be calculated assuming that the
dividends have been reinvested in the
Company’s shares on a cumulative
basis. Thisprovision does not apply
totheCSOP
• Be settled in cash at the Committee’s
discretion. For Executive Directors, this
provision will only be used in exceptional
circumstances such as where for
regulatory reasons it is not possible to
settle awards in shares
• Be adjusted in the event of any variation
of the Company’s share capital or any
demerger, delisting, special dividend
or other event that may affect the
Company’s share price
Summary of decision-making
process and changes to policy
During the year, the Committee undertook
a review of the Directors’ Remuneration
Policy and its implementation to
ensure that the Policy supports the
execution of strategy and the delivery of
sustainable long-term shareholder value.
TheCommittee discussed the content of
the Policy at Remuneration Committee
meetings during the year. Throughout
the review process, the Committee took
into account the Code, wider workforce
remuneration and emerging best
practice in relation to Executive Director
remuneration. The Committee also
considered input from management and
our independent advisers. The Committee
considers that the overall remuneration
framework – based on an annual bonus
plan plus a performance share plan
– remains appropriate to continue to
incentivise management to drive long‑term
sustainable performance for shareholders.
As such, no significant changes are
proposed to the Policy. Minor changes have
been made to the wording of the Policy to
aid operation and to increase clarity.
Approved payments
The Committee reserves the right to
make any remuneration payments and/ or
payments for loss of office (including
exercising any discretions available to
it in connection with such payments)
notwithstanding that they are not in
line with the Policy set out above where
the terms of the payment were agreed
(i) before the Policy set out above came
into effect, provided that the terms
of the payment were consistent with
the shareholder-approved Directors’
Remuneration Policy in force at the time
they were agreed; or (ii) at a time when the
relevant individual was not a Director of
the Company (or other persons to whom
the Policy set out above applies) and, in
theopinion of the Committee, the payment
was not in consideration for the individual
becoming a Director of the Company or
such other person. For these purposes,
“payments” includes the Committee
satisfying awards of variable remuneration
and, in relation to an award over shares,
theterms of the payment are “agreed” no
later than at the time the award is granted.
Selection of performance measures
Annual bonus
The annual bonus performance measures
are intended to incentivise Executive
Directors to achieve the financial objectives
of the Group and deliver the business
strategy. The particular bonus metrics
are selected by the Committee each year
to ensure that Executive Directors are
appropriately focused on the key objectives
for the next 12 months.
Performance Share Plan
Our long-term strategic objective is to
provide long‑term sustainable returns for
all of our shareholders. It is intended that
awards made in 2026 will be based on
relative TSR performance and Adjusted
EPS growth. The Committee believes the
measures are aligned with our strategy and
will incentivise Executive Directors to deliver
enhanced shareholder value.
Performance targets for both the annual
bonus and PSP are set taking into account
internal budget forecasts, external
expectations and the need to ensure that
targets remain motivational.
Remuneration arrangements
throughout the Group
Remuneration arrangements are
determined throughout the Group
based on the same principle: that the
remuneration policies and practices should
be aligned to Company purpose and values,
support the delivery of the strategy and
promote long-term sustainable success.
In determining salary increases across the
wider workforce, the Company takes into
consideration Company performance and
other market metrics as necessary. When
determining salary increases for Executive
Directors, the Committee takes into
consideration salary increases throughout
the Group as a whole.
We ensure that our remuneration policies
and practices are aligned to our purpose
and values, support the delivery of the
Group’s strategy and promote long-term
sustainable success. We periodically
benchmark employee pay against
the external market to ensure it is fair
throughout the Group and we reward
achievement with opportunity.
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Remuneration arrangements throughout the Group continued
All UK employees are encouraged to participate in the Company’s performance through
ourShare Incentive Plan (“SIP”), helping them feel part of the business and allowing them
to share in the Group’s success.
The senior management team, managers and members of the sales teams are eligible
to earn bonuses subject to delivering against specific performance measures. Employees
have access to healthcare provisions in proportion to their seniority. Other benefits may be
provided and are limited to the grade, seniority and role performed by the employee. The
Company also contributes to employee pensions either through its defined contribution
pension scheme or through The People’s Pension depending on the grade of the employee.
Remuneration outcomes in different performance scenarios
The charts below set out an illustration of the Policy for 2026. The charts provide an
illustration of the proportion of total remuneration made up of each component of
theRemuneration Policy and the value of each component.
Four performance scenarios have been illustrated for each Executive Director:
Minimum
• Fixed remuneration
• No annual bonus payout
• No vesting under the PSP
On-target performance
• Fixed remuneration
• 50% annual bonus payout
• 50% vesting under the PSP
Maximum performance
• Fixed remuneration
• 100% annual bonus payout
• 100% vesting under the PSP
Maximum performance plus 50% share price growth
• Fixed remuneration
• 100% annual bonus payout
• 100% vesting under the PSP + 50% share price growth
The charts have been prepared on the following basis:
Fixed pay
• Base salary – the base salary used for the CEO and CFO is as at 1 January 2026
• Benefits – based on the disclosed benefits value in the single figure for 2025
• Pensions – based on a contribution of 6% of base salary for the CFO. The CEO
doesnotreceive any pension benefit
Variable pay
• Bonus – based on an award of 100% of base salary
• PSP – based on the maximum award of 150% of base salary
No payment of dividend equivalents has been assumed. Potential benefits under
all-employee plans have not been included. No share price growth has been assumed
otherthan where stated.
CEO
100% 45% 29%
28%
43%
24%
23%
53%
22%
33%
Annual bonus PSPFixed pay
Minimum
0
£500,000
£456,302
£1,017,075
£1,577,849
£1,914,313
£1,000,000
£1,500,000
£2,000,000
On-target Maximum Maximum
(with 50% share
price increase)
CFO
100% 47%
30%
28%
42%
25%
23%
52%
21%
32%
Annual bonus PSPFixed pay
Minimum
0
£500,000
£419,734
£898,362
£1,376,990
£1,664,166
£1,000,000
£1,500,000
£2,000,000
On-target Maximum Maximum
(with 50% share
price increase)
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Remuneration Committee
discretions
The Committee operates the annual
performance bonus plan, LTIP and
all-employee plans in accordance with
their respective rules, the Listing Rules and
HMRC rules (or overseas equivalent) where
relevant. The Committee retains discretion,
consistent with market practice, over a
number of areas relating to the operation
and administration of these plans.
These include, but are not limited to:
• entitlement to participate in the plan;
• when awards or payments are to be
made;
• size of award and/or payment (within
the rules of the plans and the approved
Policy);
• determination of a good leaver for
incentive plan purposes and the
appropriate treatment based on the
rules of each plan;
• discretion as to the measurement of
performance conditions and pro‑rating
in the event of a change of control;
• any adjustment to awards or
performance conditions for significant
events or exceptional circumstances;
and
• the application of recovery and
withholding provisions.
Remuneration Policy for newly
appointed Directors
When determining the remuneration
package for a newly appointed Executive
Director, the Committee would seek to
apply the following principles:
• The package should be market
competitive to facilitate the recruitment
of individuals of sufficient calibre to
lead the business. At the same time, the
Committee would intend to pay no more
than it believes is necessary to secure
the required talent
• New Executive Directors will normally
receive a base salary, benefits and
pension contributions in line with the
Policy described on pages 95 to 98 and
would also be eligible to receive awards
under the bonus and share incentive
plans up to the limits set out in the
Policy
• In addition, the Committee has
discretion to include any other
remuneration component or award
which it feels is appropriate taking into
account the specific circumstances of
the recruitment, subject to the limit on
variable remuneration set out below.
The key terms and rationale for any
such component would be disclosed as
appropriate in the Remuneration Report
for the relevant year
• Where an individual forfeits outstanding
variable pay opportunities or contractual
rights at a previous employer as a
result of appointment, the Committee
may offer compensatory payments or
awards, in such form as the Committee
considers appropriate, taking into
account all relevant factors including
the form of awards, expected value
and vesting timeframe of forfeited
opportunities
• When determining any such “buyout”,
the guiding principle would be
that awards would generally be on
a “like-for-like” basis unless this is
considered by the Committee not to
bepractical or appropriate
• The maximum level of variable
remuneration which may be awarded
(excluding any “buyout” awards referred
to above) in respect of recruitment is
300% of salary, which is in line with the
current maximum limit under the annual
bonus and PSP
• Where an Executive Director is required
to relocate from their home location
to take up their role, the Committee
may provide assistance with relocation
(either via one-off or ongoing payments
or benefits)
• In the event that an internal candidate is
promoted to the Board, or an Executive
Director joins as a result of a transfer of
an undertaking, merger, reconstruction,
or similar reorganisation, legacy terms
and conditions would normally be
honoured, including any outstanding
incentive awards, though ongoing
pension contributions will be aligned
with the rate paid to the majority of the
UK workforce
To facilitate any “buyout” awards outlined
above, in the event of recruitment, the
Committee may grant awards to a new
Executive Director relying on the exemption
in the Listing Rule 9.3.2(2) which allows for
the grant of awards to facilitate, in unusual
circumstances, the recruitment of an
Executive Director without seeking prior
shareholder approval or under any other
appropriate Company incentive plan.
The remuneration package for a newly
appointed Non-Executive Director would
normally be in line with the structure set
out in the policy table for Non-Executive
Directors on page 104.
Executive Directors’ service
contracts and leaving policy
When determining leaving arrangements
for an Executive Director, the Committee
takes into account any contractual
agreements including the provisions of any
incentive arrangements, typical market
practice and the performance and conduct
of the individual.
The service contracts are available
for inspection at the AGM and at the
Company’s registered office. For new
appointments, notice will normally be
limited to nine months on either side.
In the event of early termination of the
employment, a payment in lieu of notice
may be made based on base salary, pension
and contractual benefits only for the
outstanding notice period. Payments in lieu
of notice will be paid at the Committee’s
discretion, either in monthly instalments
or in a lump sum. Payments will normally
be subject to mitigation by the Executive
Director being required to take reasonable
steps to find an alternative position.
The Committee may make any other
payments in connection with a Director’s
cessation of office or employment where
the payments are made in good faith in
discharge of an existing legal obligation
(or by way of damages for breach of such
an obligation) or by way of settlement
of any claim arising in connection with
the cessation of a Director’s office or
employment.
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Executive Directors’ service contracts and leaving policy continued
Any such payments may include, but are not limited to, paying any fees for outplacement assistance and/or the Director’s legal and/or professional advice fees in connection with their
cessation of office or employment.
The service contracts of the Executive Directors contain restrictive covenant clauses for a period of 12 months post-employment relating to non-competition, non-engagement and
non-solicitation of the Group’s customers, suppliers and employees and confidentiality undertakings. In addition, they provide for the Group to own any intellectual property rights
createdby the Directors in the course of their employment.
Executive Directors’ service contracts
John Hornby’s service contract is dated 14 October 2016. Will Hoy’s service contract is dated 20 February 2024. These are rolling service contracts with no fixed expiry date. The service
contract of the CEO is terminable on nine months’ written notice by either party. The service contract of the CFO is terminable on six months’ written notice by either party. Copies of the
service contracts are held at the Company’s registered office address and are available for inspection on request.
Annual bonus
For Executive Directors deemed “good leavers”, the Committee may determine that they remain eligible to receive a bonus for the financial year. The level of bonus will be determined by
the Committee, normally pro-rated for the period of employment and taking into account performance, unless the Committee determines otherwise. In other circumstances an annual
bonus would not normally be paid.
Share plan leaver rules
The treatment of leavers under the Company’s long-term incentive plans is determined by the rules of the relevant plans.
Good leavers
1
Leavers in other circumstances
Performance Share Plan
If a participant dies, their PSP award will vest to the extent determined by the Committee, taking into account the extent to which the performance
conditions have been met and, unless the Committee determines otherwise, the proportion of the performance period that has elapsed.
If the participant ceases to be an officer or employee of the Group for any other “good leaver” reason, their award will vest on the original vesting date, or, if
the Committee so determines, as soon as practicable after the date of cessation. The extent to which awards vest in these circumstances will be determined
by the Committee, taking into account the extent to which the performance conditions have been satisfied, and, unless the Committee determines
otherwise, the proportion of the performance period that has elapsed.
The two-year holding period on outstanding LTIP awards would typically continue to apply. However, the Committee retains the discretion to determine that
all holding periods should end on the earlier.
Participants have six months to exercise awards (12 months in the case of death) from the cessation of employment.
Awards lapse. Participants have six months
from the cessation of employment to
exercise vested options.
1. Death, ill-health, injury, disability, retirement or the sale of their employing entity out of the Group, or for any other reason at the Committee’s discretion.
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Good leavers
1
Leavers in other circumstances
Company Share Option Plan
A participant’s CSOP award will vest to the extent determined by the Committee, taking into account the extent to which the performance conditions have
been met and pro-rata to the proportion of the vesting period elapsed since grant, unless the Committee determines the performance conditions should be
waived.
Participants have six months to exercise their awards (12 months in the case of death) from the cessation ofemployment.
Awards lapse. Participants have six months
from the cessation of employment to
exercise vested options.
SIP
Leaver provisions are determined in accordance with HMRC-approved provisions.
1. Death, ill-health, injury, disability, retirement or the sale of their employing entity out of the Group, or for any other reason at the Committee’s discretion.
In the event that any payment is made in relation to the loss of office for an Executive Director, this will be fully disclosed in the following Directors’ Remuneration Report. A timely
announcement with respect to the termination of any Director’s appointment will be made to the regulatory news service and posted on the Company’s corporate website.
Change of control
In the event of a takeover or winding up of the Company, share awards may vest early. The extent to which CSOP awards vest will be determined by the Committee by reference to, unless
the Committee determines otherwise, the performance conditions and the proportion of the vesting period that has elapsed. The extent to which PSP awards vest will be determined
by the Committee taking into account the extent to which the performance conditions have been satisfied and, unless the Committee determines otherwise, the proportion of the
performance period that has elapsed. The Committee may decide that the end of any bonus year should be accelerated to the date of the event with appropriate pro-rating of any payment
unless the Committee decides otherwise. Any bonus may be paid entirely in cash with no deferral.
In the case of a demerger, special dividend or similar circumstances, awards may, at the Committee’s discretion, vest early on the same basis as for a takeover.
Executive Directors’ service contracts and leaving policy continued
Share plan leaver rules
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Remuneration Policy table for Non-Executive Directors
Purpose and link to strategy Operation Maximum value
Fees
To enable the Company to attract
and retain experienced, skilled Non-
Executive Directors that are capable of
advising and supporting the Executive
Directors.
Paid in cash.
Fees for the Non-Executive Chair and Non-Executive Directors areset taking into
account the time commitment required to fulfil the role and typical practice at
other similar companies.
Our Non-Executive Director fee policy is to pay a basic fee for membership of the
Board, and additional fees for the SID and chairmanship of a Committee to take
into account the additional responsibilities and time commitment of these roles.
Fees are normally paid in cash but may be delivered in shares.
Additional fees may be paid to reflect additional Board or Committee
responsibilities as appropriate.
Fees paid to Non-Executive Directors, including the Non-Executive Chair,
are subject to consideration and approval by the Board (inthecase of
NEDs) and the Committee (in the case of the Chair).
No maximum value is specified in the Company’s Articles.
Benefits and expenses
To provide suitable arrangements
to allow Non-Executive Directors to
discharge their duties effectively.
Reasonable costs in relation to travel and accommodation for business purposes
are reimbursed to the Chair and Non-Executive Directors. The Company may
meet any tax liabilities that may arise on such expenses.
The Chair and Non-Executive Directors are not entitled to participate in any of
the Group’s incentive plans or pension plans.
Additional benefits may be introduced if considered appropriate.
n/a
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Non-Executive Director terms of appointment
The dates of appointment for the Chair and Non-Executive Directors are shown in the table below:
Non-Executive Director Date of appointment
Giles Brand 1 May 2010
Caroline Brown 27 September 2016
Tim Surridge 27 September 2016
Pim Vervaat 1 September 2020
Julia Hendrickson 1 June 2022
Janet Ryan 1 July 2024
Martyn Coffey 9 December 2025
Terms and conditions for the Chair and Non-Executive Directors
The Chair and Non-Executive Directors serve the Group on the basis of renewable letters of appointment which can be terminated by written notice by either party. The Chair’s
appointment is subject to three months’ notice and the other Non-Executive Directors are subject to one month’s notice. No compensation is awarded on termination. Copies of the
Non-Executive Directors’ letters of appointment are held at the Company’s registered office address and are available for inspection on request. In accordance with the principles of the
Code, the Chair, the Non-Executive Directors and the Executive Directors are subject to voluntary re-election by shareholders. Their appointments may be terminated in the event of them
not being re-elected by shareholders or otherwise in accordance with the Articles.
Consideration of conditions elsewhere in the Company
The Committee does not consult with employees specifically on its Remuneration Policy for Executive Directors. However, the Committee is mindful of the salary increases and benefits
applying across the whole business when considering the remuneration package of Executive Directors. The Company has an open and collaborative management structure which
provides a number of channels for employees to raise their views, including via our employee representative Non-Executive Director.
Consideration of shareholder views
The Committee will consider shareholder views received throughout the year and at the AGM in shaping the Remuneration Policy and when it undertakes the annual remuneration review.
It is the Committee’s intention to consult with major shareholders in advance of making any material changes to remuneration arrangements.
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Annual Remuneration Report
The Directors’ Remuneration Report that follows has been prepared in accordance with the provisions of the Code, the Listing Rules, the Large and Medium-sized Companies and Groups
(Accounts and Reports) (Amendment) Regulations 2013 and the Companies Act 2006.
Implementation of Remuneration Policy during 2025
Single figure of total remuneration (audited)
The table below sets out the single figure of total remuneration received by the Executive and Non-Executive Directors for the years ended 31 December 2025 and 2024.
Director (£’000) Year
Basic salary/
fees Benefits Pension
Total
fixed
Annual
bonus
Long-term
incentives Total variable Total
John Hornby 2025 437 8 — 445 381 448
1
829 1,274
2024 426 5 — 431 151 —
2
151 582
Will Hoy 2025 373 14 19 406 325 318
1
643 1,049
2024 364 12 18 394 138 — 138 532
Giles Brand 2025 145 — — 145 — — — 145
2024 130 — — 130 — — — 130
Caroline Brown 2025 50 — — 50 — — — 50
2024 49 — — 49 — — — 49
Tim Surridge
3
2025 68 — — 68 — — — 68
2024 71 — — 71 — — — 71
Pim Vervaat 2025 61 — — 61 — — — 61
2024 60 — — 60 — — — 60
Julia Hendrickson 2025 50 — — 50 — — — 50
2024 49 — — 49 — — — 49
Janet Ryan
3
2025 55 — — 55 — — — 55
2024 25 — — 25 — — — 25
Martyn Coffey
4
2025 3 — — 3 — — — 3
1. John Hornby and Will Hoy were granted a PSP award in April 2023. The award was based 50% on CAGR Adjusted EPS performance in the three-year period ended 31 December 2025 and 50% on TSR performance over a
three-year period from the date of grant. Adjusted EPS target performance will vest at 66.8% of maximum. TSR performance will be assessed to the third anniversary of the date of award (6 April 2026) and we will confirm
performance in next year’s report. TSR performance is currently tracking between the median and upper quartile and is expected to vest at c.56.9%. Based on the performance against the CAGR Adjusted EPS and TSR targets,
it is expected that c.61.8% of maximum, of the total award, will vest. The Committee will assess the impact of share price appreciation, including the value attributable to share price movement, and will report on this in next
year’s report.
2. TSR performance for the 2022 PSP award was assessed to the date of vesting. In the 2024 report, we estimated that total vesting for the 2022 PSP award would be 0% of maximum, based on CAGR Adjusted EPS performance
to 31 December 2024 of -14.6% and TSR performance below median to 30 November 2023. At the date of vesting, Luceco’s TSR performance remained below median, resulting in 0% of the TSR element of this award vesting.
The overall vesting of the award was therefore 0% of maximum.
3. Janet Ryan joined the Board on 1 July 2024 and fees are shown from this date. Janet succeeded Tim Surridge as Chair of the Audit Committee on 21 July 2025.
4. Martyn Coffey joined the Board on 9 December 2025 and fees are shown from this date.
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Remuneration Committee Report continued
Explaining the single figure
Salary
For 2025, our approach was to increase Executive Directors’ salaries by 2.5%, in line with the increases received by the wider workforce. John Hornby’s salary was increased from £426,550 to
£437,214 and Will Hoy’s salary was increased from £364,000 to £373,100.
Benefits
Benefits for the year included private medical insurance, life insurance and a fully expensed car or cash equivalent.
Pension
Will Hoy received pension contributions of 5% of base salary during the year. This is in line with the contribution levels available to other employees in the UK. John Hornby did not receive a
pension contribution from the Group.
Annual bonus
For the year ended 31 December 2025, the maximum annual performance bonus was 100% of base salary. The annual bonus was based on the following measures:
Measure Rationale Weighting
Adjusted Profit After Tax To incentivise executives to continue to grow the business and improve profit performance 40%
Adjusted Free Cash Flow To continue to focus executives on operational efficiencies and the generation of cash to fund growth 40%
Strategic objectives, including ESG metrics To incentivise executives to achieve specific operational and strategic business objectives 20%
Total 100%
Performance during 2025 against financial targets set was as follows:
Measure
Threshold
0% payout
Target
50% payout
Maximum
100%
payout
Achievement
for 2025
Percentage
of bonus
payable
Adjusted Profit After Tax (40% weighting) £18.9m £21.0m £23.1m £22.6m 88.1%
Adjusted Free Cash Flow (40% weighting) £16.4m £18.2m £20.0m £30.4m 100%
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Remuneration Committee Report continued
Explaining the single figure continued
Strategic objectives
These objectives were set at the start of 2025 and are set out in the table below.
Overview of performance against strategic objectives
CEO CFO
Committee’s assessment
ofperformance
Working capital management
• Trade working capital: Working capital as a percentage of
salesimproved 3.6% at year end, representing progress against
thisobjective
• Inventory: Inventory as a percentage of sales deteriorated throughout
the period, falling short of the objective set for the year
Lighting business integration
• Adjusted Operating Margin: The Adjusted Operating Margin of the
lighting business improved in 2025, exceeding the objective set for
the year
• Integration: DW Windsor, KFL and CMD are now operating on Group
standard systems, with leadership integrated across the businesses
where appropriate
• Internal sales team: An internal sales team has been successfully
established, utilising KFL personnel
Acquisition integration
• Adjusted Operating Margin: The target Adjusted Operating Margin
was achieved at two of the three acquired businesses
• Cost savings: Progress was made on cost savings across the acquired
businesses, with the underlying cost base reducing year-on-year
• EV sales growth: EV sales grew significantly ahead of the 50% growth
target set for the year
Health and safety
• Accident frequency rate (“AFR”): The AFR reduced year-on-year
across the Group’s manufacturing sites
• Unsafe condition notifications: A significant increase in unsafe
condition notifications was recorded at Jiaxing, reflecting a strong
improvement in proactive safety reporting culture
• External review: An external health and safety consultancy review
was completed during the year, with an “excellent” assessment
received
Supply chain review
• Progress was made during the year in reviewing the approach
to the supply chain
Working capital management
• Trade working capital: Working capital as a percentage of sales
improved 3.6% at year end, representing progress against this
objective
• Overdue receivables: Group overdue receivables deteriorated
marginally year-on-year, both as a percentage of total receivables
and in absolute terms
Minimise group costs
• Adjusted Corporate Tax Rate: Reduced year-on-year, representing
ameaningful improvement in the Group’s overall tax efficiency
• Group central costs: An improvement in maintainable central costs
was achieved year-on-year
• Foreign exchange hedging: Good progress was made on the Group’s
foreign exchange hedging programme
Health and safety
• Accident frequency rate: The AFR reduced year-on-year across
theGroup’s manufacturing sites
• Unsafe condition notifications: A significant increase in unsafe
condition notifications was recorded at Jiaxing, reflecting
improvement in proactive safety reporting culture
• External review: An external health and safety consultancy review
was completed during the year, with an “excellent” assessment
received
Supply chain review
• Progress was made during the year in reviewing the approach
to the supply chain
The Committee judged that overall, performance
had been strong in the year, noting the significant
progress and accomplishment across the outlined
objectives.
As a result, it was determined that:
• 12% out of a maximum of 20% should be paid
for this element for the CEO
• 12% out of a maximum of 20% should be paid
for this element for the CFO
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Remuneration Committee Report continued
Explaining the single figure continued
Strategic objectives continued
Overview of performance against strategic objectives continued
This performance against targets set therefore resulted in an overall bonus of 87.2% of maximum for John Hornby and 87.2% of maximum for Will Hoy. Bonus payments are therefore as
follows:
John Hornby: £381,251
Will Hoy: £325,343
The Committee also considered the underlying financial performance of the Company during 2025, taking into account performance against key financial and strategic performance
indicators as well as the experience of shareholders and other stakeholders during the period. The Committee also considered whether there had been a significant negative event (such as
an ESG event) which would warrant an adjustment. The Committee concluded that the proposed outcomes were appropriate and no discretion was applied.
John Hornby has met the shareholding guidelines, so his bonus was paid in cash. The Committee reviewed Will Hoy’s progress against the shareholding guidelines and was satisfied that
sufficient steps had been made in the year. Therefore, Will Hoy’s bonus was also paid fully in cash with no obligation to invest into shares.
Overall, the Committee judged that the annual bonus outcomes were a fair reflection of the performance during the year and that they align with the shareholder experience.
Long-term incentives
John Hornby and Will Hoy were granted a PSP award in April 2023. This award was based 50% on CAGR Adjusted EPS performance in the three-year period ended 31 December 2025 and
50% on TSR performance over a three-year period from the date of grant. CAGR Adjusted EPS for the three-year period year ended 31 December 2025 is 10.6%. The TSR performance period
is not yet completed and we will provide details of final vesting in the 2026 Annual Report. TSR performance is currently tracking between the median and upper quartile and is expected to
vest.
Based on this, the 2023 PSP award is expected to vest at c.61.8% of maximum.
Measure Weighting Threshold Maximum Achievement
Element
vesting
CAGR Adjusted EPS in the three-year period ended 31 December 2025 50% 5% 15% 10.6% 66.7%
TSR relative to the FTSE SmallCap excluding investment trusts 50% Median Upper
quartile
TSR measured over three
years to 6 April 2026
56.9%
(expected)
Therefore the vesting of the award shall be as follows:
Executive Director
Date of
grant
Number of
awards
granted
Number of
shares
vesting based
on estimated
performance
Dividend
equivalents
(number of
shares)
Total
number of
shares
vesting
Total
estimated
value of
award
vesting
1
John Hornby
6 April 2023
492,956 304,647 31,103 335,750 £447,809
Will Hoy 350,561 216,647 22,119 238,766 £318,456
1. The value of the award vesting is based on the average share price over the last three months of the financial year ended 31 December 2025 being 133.4p. The estimated value of the vesting awards has been included within
the “single figure of total remuneration” table on page 106.
Overall, the Committee considers that the Remuneration Policy has operated as it intended during 2025 and that the pay outcomes are aligned with the experience of shareholders and
other stakeholders.
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Remuneration Committee Report continued
Share interests awarded during the year as long-term incentives (audited)
The following awards were granted under the PSP during the year.
Executive Director Role Form of award
Date of
award
Number of
shares
awarded
Face value
of award
1
Percentage
vesting for
achieving
minimum
performance
Performance
period
John Hornby Chief Executive Officer
Nil‑cost option over
ordinary shares of 0.05p
8 April 2025
544,400 £655,821 25% See below
Will Hoy Chief Financial Officer 464,568 £559,650 25% See below
1. Calculated based on a share price of 120p, being the average of the closing price for the three dealing dates preceding the date of award.
The awards will vest 50% subject to the Group’s Adjusted EPS and 50% subject to TSR performance relative to the FTSE SmallCap excluding investment trusts as outlined below.
Performance condition
CAGR Adjusted EPS in the three-year
period ending 31 December 2027
Rank of the Group’s TSR compared
to the comparator group
Extent to which the relevant
portion of the award vests
15% Upper quartile or above 100%
Between 5% and 15% Between median and upper quartile On a straight-line basis between 25% and 100%
5% Median 25%
Less than 5% Below median 0%
TSR performance will be assessed based on performance over a three-year period from the date of grant of awards. TSR is assessed based on the three-month average at the beginning
andend of the performance period.
Shareholding guidelines
The Group encourages its Directors and employees to hold shares in the Group to strengthen their commitment to the organisation in terms of delivering the strategic objectives.
ExecutiveDirectors are expected to build and maintain a holding of Luceco shares equal to at least 200% of base salary. Executive Directors are expected to retain 50% of any shares that
vest under any share incentive plans until this shareholding is reached. Where a Director has not met, or is not on course to meet, their shareholding guideline they will also be expected
toinvest at least 50% of any post-tax annual bonus earned into Luceco shares.
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Remuneration Committee Report continued
Directors’ shareholdings and share interests (audited)
The beneficial interests of the Directors in the ordinary shares of the Group are set out below. None of the Directors had any interest in the shares of any subsidiary company.
Executive Directors
Ordinary
shares held at
20 March
2026
Ordinary
shares held at
31 December
2025
Ordinary
shares held at
31 December
2024
Nil cost
options
subject to
performance
measures
1
Nil cost options
not subject to
performance
measures
Market value
options
subject to
performance
measures
Shareholding
requirement
(% of salary)
Shareholding
held at
31 December
2025
2
Requirement
met?
John Hornby 26,125,624 26,125,624 26,021,796 1,388,237 — — 200% 7,876% Yes
Will Hoy 311,284 311,284 307,456 1,136,914 — — 200% 110% No
Note: Includes shares accrued to date in respect of dividend equivalents on unvested LTIP awards.
1. Options from the PSP award granted in April 2023 have been adjusted for the current expected vesting rate of c.61.8%.
2. Shareholding as a percentage of salary.
Shares beneficially held count towards Executive Directors’ shareholding guidelines. Any unvested shares or unexercised nil cost options which are not subject to performance conditions
may count towards the guideline on a net-of-tax basis. The value of Executive Directors’ shareholding has been calculated using the share price on 31 December 2025 of 131.8p.
Non-Executive Directors
Ordinary
shares held at
20 March
2026
Ordinary
shares held at
31 December
2025
Ordinary
shares held at
31 December
2024
Giles Brand
1
9,466,919 9,466,919 9,466,919
Caroline Brown — — —
Tim Surridge 63,041 63,041 63,041
Pim Vervaat 150,000 150,000 150,000
Julia Hendrickson — — —
Janet Ryan
2
— — —
Martyn Coffey
3
12,000 — —
1. Giles Brand is a Managing Partner of EPIC Investment Partners LLP and a director of its subsidiary, EPIC Investment Partners (UK) Limited. EPIC Investment Partners (UK) Limited is the investment manager of ESO
Investments 2 Limited. ESO Investments 2 Limited owns 35,564,260 shares in the Group.
2. Janet Ryan joined the Board on 1 July 2024.
3. Martyn Coffey joined the Board on 9 December 2025.
Payments to former Directors (audited)
There were no payments made to former Directors during the year.
Payments for loss of office (audited)
There were no payments made for loss of office during the year.
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Remuneration Committee Report continued
Performance graph and table
Review of past performance
The graph below shows the historical TSR of the Group, the FTSE SmallCap index exclusive of investment trusts and the FTSE All-Share Electronics and Electrical Equipment index for the
period from IPO on 17 October 2016 to 31 December 2025. The Group has chosen these indices to reflect its size and the key sector in which it operates.
250
300
200
150
100
50
0
17 Oct
2016
31 Dec
2016
31 Dec
2017
31 Dec
2018
31 Dec
2020
31 Dec
2023
31 Dec
2024
31 Dec
2025
31 Dec
2022
31 Dec
2021
31 Dec
2019
Price (p)
Luceco FTSE SmallCap ex investment trusts
FTSE All-Share Electronics and Electrical Equipment
The table below shows the CEO’s “single figure” remuneration for the ten years ended 31 December 2025.
£’000 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
Total remuneration 337 365 504 726 699 1,553 860 771 582 1,274
Annual bonus (% of max) nil nil 50% 100% 90% 50% 55% 87% 35% 87%
LTIP vesting
1
(% of max) n/a n/a n/a 0% n/a
2
100% 49.84% 0% 0% 61.80%³
1. No LTIPs were in place during the reporting periods 2012 to 2016. The first LTIP awards post-IPO were granted in 2017, with vesting based on performance to 31 December 2019.
2. On 27 November 2018, John Hornby surrendered the 2018 PSP award granted to him on 27 July 2018. This award would have vested at 100% of maximum.
3. The TSR performance period for the 2023 awards runs to April 2026 and final vesting will be determined at this point.
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Remuneration Committee Report continued
Annual percentage change in remuneration of Directors and employees
The following table sets out the change in remuneration paid to the Directors who served on the Board from 2019 to 2025 compared with the average percentage change for UK-based
employees. The Committee considers this the most meaningful comparison as the Group does not have a harmonised salary and benefits structure across its global operations.
Furthermore, the majority of its overseas employees are based in Asia, where the pay structure is significantly different to that of the Executive Directors, which does not facilitate
alike-for-like comparison.
Executive Directors Non-Executive Directors
John
Hornby
Will
Hoy
1
Giles
Brand
Caroline
Brown
2
Tim
Surridge
3
Pim
Vervaat
4
Julia
Hendrickson
5
Janet
Ryan
6
Martyn
Coffey
7
UK
employees
2025 vs. 2024
Base salary/fees 2.5% 2.5% 11.5% 2.5% (5.3)% 2.0% 2.5% 125.5% n/a 2.5%
Benefits 45.3% 11.0% — — — — — — — —
Bonus 153.2% 136.5% — — — — — — — 23.1%
2024 vs. 2023
Base salary/fees 4.0% 21.5% 20.1% 10.1% 7.6% 8.1% 10.1% n/a n/a 4.0%
Benefits 34.3% 27.9% — — — — — — — —
Bonus (57.8)% (45.8)% — — — — — — — (12.4)%
2023 vs. 2022
Base salary/fees 2.5% 451.6% 2.5% 2.5% 22.1% 2.5% 75.4% n/a n/a 7.5%
Benefits (83.8)% n/a — — — — — — — —
Bonus 62.2% n/a — — — — — — — 30.5%
2022 vs. 2021
Base salary/fees 8.3% 21.1% 3.0% (13.2)% 3.0% 3.0% n/a n/a n/a 3.0%
Benefits 22.7% — — — — — — — — —
Bonus 19.1% — — — — — — — — (5.8)%
2021 vs. 2020
Base salary/fees 2.5% 8.9% 2.5% (7.4)% 2.5% 207. 3% n/a n/a n/a 2.5%
Benefits 41.7% — — — — — — — — —
Bonus (43.1)% — — — — — — — — (4.5)%
2020 vs. 2019
Base salary/fees 3.0% 21.7% 100% 3.0% 3.0% n/a n/a n/a n/a 3.0%
Benefits (44.3)% — — — — — — — — —
Bonus (7. 3)% — — — — — — — — (1.5)%
1. Will Hoy assumed an Executive Director position from 1 March 2023 and was appointed as Chief Financial
Officer on 1 April 2023. Prior to this, he served as a Non-Executive Director following his appointment to
the Board on 1September 2019, serving as Chair of the Audit Committee between 13 October 2021 and
19January2023.
2. Caroline Brown was Chair of the Audit Committee until 13 October 2021.
3. Tim Surridge was Chair of the Audit Committee between 19 January 2023 and 21 July 2025.Pim Vervaat
joined the Board on 1 September 2020 as Senior Independent Non-Executive Director.
4. Julia Hendrickson joined the Board on 1 June 2022.
5. Janet Ryan joined the Board on 1 July 2024 and succeeded Tim Surridge as Chair of the Audit Committee
on21 July 2025.
6. Martyn Coffey joined the Board on 9 December 2025.
The main benefits provided include a company car or cash equivalent, medical cover and life assurance. There has been no change in the level of benefits provided to Group employees.
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Remuneration Committee Report continued
Relative importance of spend on pay
The table below shows the total amount paid by the Group to its employees and distributions to shareholders for 2025 and 2024.
£m
31 December
2025
31 December
2024 % change
Overall spend on pay for employees including Executive Directors
1
54.8 49.0 11.8%
Distributions to shareholders 7.7 7. 5 2.7%
1. Figures are taken from note 4 of the consolidated financial statements.
CEO pay ratio
For the year ended 31 December 2025, the CEO’s total remuneration as a ratio against the full-time equivalent remuneration of UK employees is detailed in the table below:
Year Method
25th
percentile
pay ratio
Median
pay ratio
75th
percentile
pay ratio
2025 Option A 39 : 1 24 : 1 16 : 1
2024 Option A 19 : 1 11 : 1 8 : 1
2023 Option A 25 : 1 16 : 1 11 : 1
2022 Option B 27 : 1 17 : 1 11 : 1
2021 Option B 68 : 1 45 : 1 25 : 1
2020 Option B 30 : 1 21 : 1 11 : 1
2019 Option B 30 : 1 22 : 1 15 : 1
Year Method
25th
percentile
pay ratio
Median
pay ratio
75th
percentile
pay ratio
2025 Total pay £32,947 £52,736 £78,131
Salary £28,710 £50,225 £46,125
For 2025, Option A has been used in order to provide the most up-to-date representation of the CEO’s pay relative to that of the UK workforce. The calculation utilises data analysed within
our Gender Pay Gap report, with employees at the three quartiles identified from this analysis based on the 2025-26 snap-shot date. Their respective single figure values for 2025 have then
been calculated. No estimates were required, and no elements of pay were omitted in calculating the relevant single figures.
The single figure values for individuals immediately above and below the identified employee at each quartile within the Gender Pay Gap analysis were also reviewed. It was determined
that the chosen individuals were representative of the 25th percentile, median and 75th percentile employees and therefore no adjustments were necessary.
The CEO pay ratio has been rounded to the nearest whole number and represents an increase on the 2024 ratio. The main reason for the change in the ratio from last year is the increase in
variable pay received in respect of the year for the CEO. The Board has confirmed that the ratio is consistent with the Company’s wider policies on employee pay, reward and progression.
Pay for senior leaders within the Group has a much greater emphasis on performance-based pay through the annual bonus and the LTIP. The ratios are therefore likely to vary year-on-year
depending on bonus and LTIP outcomes.
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Remuneration Committee Report continued
Role of the Committee
The Committee assists the Board in determining its responsibilities in relation to the following aspects of remuneration:
• Setting the principles, parameters and governance framework to provide a transparent Remuneration Policy that aligns with the long-term strategy of the business
• Determining the individual remuneration and benefits package of each of the Executive Directors and the Company Secretary, considering the interests of relevant stakeholders
• Monitoring the level and structure of remuneration of senior management in conjunction with the Executive Directors
• Reviewing the implementation and operation of any Group share option schemes, bonus schemes and long-term incentive plans
The Committee is chaired by Tim Surridge. Pim Vervaat, Caroline Brown, Julia Hendrickson and Martyn Coffey are also members of the Committee. Martyn Coffey was appointed as
a Non-Executive Director of the Board on 9 December 2025 and is envisaged to succeed Tim Surridge as Chair of the Remuneration Committee. Martyn brings a breadth of industry
experience and has held Board roles at FTSE 250 companies.
There have been three meetings of theCommittee during the year. The Committee has met once since the year end and the date of issuing the Annual Report and Financial Statements
to consider the implementation ofthe Remuneration Policy for 2026 and to agree performance targets for 2026. The Group Chair and other Non-Executive Directors are invited to attend
meetings. In addition, the CEO, the CFO and the Director of People and Talent may attend meetings from time totime at the invitation of the Committee and provide information and
support as requested. Directors are not present when their own remuneration is being discussed.
During the remainder of 2026, the Committee is scheduled to meet at least twice and the areas that the Committee intends to focus attention on are as follows:
• The implementation of the Remuneration Policy for 2026 as outlined in this report
• Determining reward outcomes for 2026
• Review of remuneration trends and governance developments
Remuneration Committee advisers
During the year to 31 December 2025, the Committee engaged the services of external advisers Deloitte LLP (“Deloitte”). Deloitte is a founding member of the Remuneration Consultants
Group and adheres to its Code in relation to executive remuneration consulting in the UK. The Committee is satisfied thatthe Deloitte engagement team which provide remuneration
advice to the Committee do not have connections with Luceco plc or its Directors that may impair their independence. The Committee reviewed the potential for conflicts of interest
and judged that there were appropriate safeguards against such conflicts. Deloitte’s fees are charged on a time and materials basis. During the year, Deloitte was paid £34,000 for advice
provided to the Committee. Deloitte also provided the Group with additionalservices related to M&A advisory.
Shareholder voting
Shareholder voting in relation to the resolution to approve the Directors’ Remuneration Report (20 May 2025 AGM) and to approve the Remuneration Policy (10 May 2023 AGM)
areasfollows:
Votes
for % for
Votes
against % against
Votes
withheld
To approve the Directors’ Remuneration Report (2025) 118,883,978 99.98% 18,069 0.02% 437,796
To approve the Remuneration Policy (2023) 117,475, 240 95.43% 5,629,767 4.57% 354,561
The Directors’ Remuneration Report has been approved by the Board on and signed on its behalf by:
Tim Surridge
Remuneration Committee Chair
24 March 2026
Governance
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115
Remuneration Committee Report continued
This report contains the additional information the Directors are required
to include in the Annual Report and Financial Statements in accordance
with the Companies Act 2006 and the UK Listing Rules.
Disclosures required under UK Listing Rule 6.6.1R
The information required to be disclosed under UK Listing Rule 6.6.1R, where applicable to
the Group, can be found in the Annual Report and Financial Statements at the references
provided below:
Listing Rule requirement Annual Report location
Interest capitalised Not applicable
Publication of unaudited financial information Not applicable
Details of long-term incentive schemes Page 109
Waiver of emoluments by a Director Not applicable
Waiver of future emoluments by a Director Not applicable
Non-pre-emptive issues of equity for cash Not applicable
Non-pre-emptive issues of equity for cash by a major subsidiary Not applicable
Parent participation in a placing by a listed subsidiary Not applicable
Contracts of significance Not applicable
Provision of services by a controlling shareholder Page 118
Dividend waivers Page 119
Agreements with controlling shareholders Page 119
Results and dividends
The Group’s profit for the year ended 31 December 2025 was £20.3m (2024: £14.6m);
details are shown in the Consolidated Income Statement on page 130. The Directors
recommend the payment of a final dividend of 4.2p per ordinary share which, subject to
the approval of shareholders at the AGM on 19 May 2026, will be paid on 22 May 2026 to
ordinary shareholders registered as members of the Company at the close of business
on 10April2026. The final date for elections under the Company’s dividend reinvestment
planwill be 30 April 2026. An interim dividend of 1.8p per share was paid during the year.
The Company’s dividend policy is to pay out between 40% and 60% of Adjusted Earnings
Per Share.
Directors
The Directors who held office during the year were:
• John Hornby
• Will Hoy
• Giles Brand
• Caroline Brown
• Martyn Coffey (from 9 December 2025)
• Julia Hendrickson
• Janet Ryan
• Tim Surridge
• Pim Vervaat
Biographical details of the Directors appear on pages 74 and 75. Information on the
Directors’ remuneration, employee share schemes and service contracts is given in the
Remuneration Committee Report on pages 89 to 115.
Appointment and election of Directors
The rules about the appointment and election of Directors are contained in the Company’s
Articles. They provide that the Directors may be appointed by ordinary resolution of the
shareholders or by the Board. Directors appointed by the Board may only hold office until
the next AGM of the Group and then shall be eligible for election. The Group may remove
a Director by ordinary resolution where special notice has been given and the necessary
statutory procedures are complied with. In line with best practice corporate governance,
allDirectors will seek election or re-election at the AGM on 19 May 2026, with the exception
of Caroline Brown who having served a nine-year term will be retiring at the AGM.
Powers of Directors
The general powers of the Directors are set out in Article 84 of the Company’s constitution.
This Article provides that the business of the Company shall be managed by the Board,
which may exercise all the powers of the Company, subject to any limitations imposed
by applicable legislation, the Articles and any directions given by special resolution of the
shareholders of the Group.
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116
Directors’ Report
Compensation for loss of office
The Company does not have arrangements
with any Director that would provide
compensation for loss of office or
employment resulting from a takeover.
Disclosures in the Strategic Report
The Board has taken advantage of Section
414C(11) of the Act to include disclosures in
the Strategic Report including:
• Employee involvement
• The employment of disabled people
• The future development, performance
and position of the Group
• Research and development activities
Corporate governance
A report on corporate governance and the
Company’s compliance with the 2024 UK
Corporate Governance Code is set out on
page 72 and forms part of this report by
reference.
Post balance sheet events
There were no post balance sheet events.
Asset values
Property, plant and equipment is disclosed
in note 9 of the consolidated financial
statements on pages 149 to 152. The
Directors do not believe there is any
material difference between the carrying
value and market value.
Financial instruments
An analysis of the Group’s financial
instruments, risk management objectives
and its exposure to credit and liquidity risk
are disclosed in note 20 of the consolidated
financial statements.
The Group’s exposure to fluctuations in
foreign exchange rates and the steps it
takes to mitigate them are detailed in
the principal risks and uncertainties on
pages62 to 66, and the Chief Financial
Officer’s Review on pages 23 to 28.
Global operations
The Group’s executive head office,
accounting, domestic sales and support
functions are based in the UK. The Group
has six UK sites, in London, Telford,
Mansfield, Hoddesdon, Tyne & Wear and
Rotherham.
• The Group’s London facility serves as the
Group’s head office, with the executive
function and certain sales and support
functions based there
• The Telford facility serves as the UK
assembly and distribution centre,
accounting and support functions, and
houses the remainder of the Group’s UK
sales function, as well as a portion of the
Group’s R&D function
• The Mansfield location is the
primarybase for Kingfisher Lighting
• The Hoddesdon location is the
primarybase for DW Windsor
• The Tyne & Wear location is the
primarybase for D-Line
• The Rotherham location is the
primarybase for CMD
The Group’s manufacturing and product
development functions are based in Jiaxing,
China. The Group also has sales offices with
some support functions in Spain, Dubai,
Mexico, USA and Ireland.
Political donations
No political donations were made and no
political expenditure was incurred during
the year (2024: £nil).
Section 172 and engagement with
suppliers, customers and others
In its decision-making, the Board has
regard to each Director’s duty to promote
the success of the Company on behalf of
the Company’s stakeholders, to foster the
Company’s relationships with employees,
suppliers, members and others, and
considers the effect of the principal
decisions taken by the Company during
the financial year on the Company’s
stakeholders. This is set out in our s172
statement and the information in relation
tostakeholders on pages 57 to 61.
Greenhouse gas emissions
Details of the Group’s greenhouse gas
emissions can be found in the “Creating
a sustainable future” section of the
Environment, Social and Governance
section on pages 31 to 51.
Task Force on Climate-related
Financial Disclosures (“TCFD”)
Details of the Group’s TCFD reporting, which
is in line with the TCFD’s recommendations
and recommended disclosures, is outlined
in the Environment, Social and Governance
section on pages 31 to 50.
Directors’ interests
During the year ended 31 December2025,
no Director had an interest in any
third-party contract between the Company
or any of its subsidiaries.
Directors’ shareholdings are disclosed in
theRemuneration Committee Report on
page 111. Details of Directors’ share options
are set out in note 22 of the consolidated
financial statements.
Directors’ conflicts of interest
In accordance with the Companies
Act 2006 and its Articles, the Company
has arrangements in place to consider
and, where appropriate, authorise any
Directors’ direct or indirect interests
whichmay conflict with those of the Group.
Authorisation is only effective where the
matter is put to a vote, excluding the
Director who is subject to the conflict
authorisation. If a Director becomes
aware that they or a connected party
havean interest in an existing or proposed
transaction with the Group, they should
notify the Company Secretary as soon
as possible. Directors have a continuing
obligation to update any changes to
conflicts and the Board formally reviews
anysuch conflicts periodically.
A register of conflicts or potential
conflictsismaintained and available
atBoard meetings.
Directors’ liability and indemnity
insurance
The Group maintains Directors’ and officers’
liability insurance, which gives appropriate
cover for legal action brought against its
Directors. In addition, third-party qualifying
indemnity provisions (as defined in s234 of
the Companies Act 2006) for its Directors
and officers were in force during the year
ended 31 December 2025 and remain in
force. There were no qualifying pension
scheme indemnity provisions.
Articles of Association
A copy of the Articles of Association is
available on the Company’s website. The
Articles may only be amended by special
resolution of the shareholders.
Governance
Luceco plcAnnual Report and Financial Statements 2025
117
Directors’ Report continued
Share capital and waiver of
pre-emption rights
The Group has one class of share in issue.
The rights attached to each share are
identical and each share carries equal
rights to dividends, return of capital on the
winding up of the Group and one vote at
general meetings of the Group. There are
no securities carrying special rights. There
are no restrictions on the transfer of shares
in the Group (other than following a service
of notice under s793 of the Act) and there
are no restrictions on any voting rights or
deadlines, other than those prescribed
by law. The Group is not aware of any
arrangements between its shareholders
which may result in the restriction on
the transfer of shares or voting rights.
Furtherdetails of the rights and obligations
attached to the shares are set out in the
Company’s Articles.
At the AGM on 20 May 2025, authority was
given to the Directors to allot new ordinary
shares up to a nominal value of £26,800,
equivalent to 33.33% of the issued share
capital of the Group. In addition, authority
was given to the Directors to allot further
new ordinary shares up to a nominal value
of £53,600, equivalent to 66.67% of the
issued share capital of the Group.
Further special resolutions were passed
to effect a disapplication of pre‑emption
rightsfor a maximum of 10% of the issued
share capital of the Company and up to
20%of the issued share capital. For the
purposes of making a follow‑on offer
as detailed in paragraph 3 of Section
2B of the Statement of Principles
on disapplyingpre-emption Rights
publishedby the Pre-Emption Group.
These authorities expire on the conclusion
of the 2026 AGM or 30 June 2026 whichever
is sooner. No shares have been allotted
under these authorities as at the date of
thisreport.
At 31 December 2025, the Group had
160,800,000 fully paid ordinary shares of
0.05p each in issue which are traded on
the London Stock Exchange. Details of
the share capital at 31 December 2025 are
disclosed in note 23 on page 172.
Authority for the Group to purchase
its own shares
A resolution will be proposed at the 2026
AGM that the Company be authorised to
purchase up to approximately 6.5% of its
ordinary shares at the Directors’ discretion.
If the resolution is passed, the new authority
will lapse at the conclusion of the 2027 AGM
or, if earlier, on 30 June 2027.
At the AGM held on 20 May 2025, authority
was given for the Company to make market
purchases of its ordinary shares provided
that the maximum aggregate number of
ordinary shares that may be purchased is
limited to 10,560,000, with a minimum price
of 0.05p per share. The maximum price
(exclusive of expenses) which may be paid
for each ordinary share shall be the higher
of (i) an amount equal to 105% of the middle
market quotations for an ordinary share as
derived from the London Stock Exchange
Daily Official List for the five business days
immediately preceding the date on which
the ordinary share is purchased; and (ii) an
amount equal to the higher of the price of
the last independent trade of any ordinary
share and the highest current independent
bid for an ordinary share on the trading
venue where the purchase is carried out.
These authorities shall expire at the conclusion of the 2026 AGM. No purchases have been
made under this authority during the year or post year end.
Substantial shareholdings
The Company has been notified of the following disclosable interests in its issued share
capital in accordance with DTR 5 as at 31 December 2025 and at 20 March 2026 (being the
latest practicable date prior to the date of this report).
At 20 March 2026 At 31 December 2025
Shareholder
Number of
shares held
% voting
rights
Number of
shares held
% voting
rights
Apex Financial Services (Trust
Company) Limited 11,587, 381 7. 21 11, 587,381 7.21
BlackRock Inc 15,661,426 9.73 19,263,831 11.96
John Hornby
1
26,125,624 16.25 26,125,624 16.25
Giles Brand
1,2
45,031,179 28.00 45,031,179 28.00
1. Includes persons closely associated.
2. Giles Brand is a Managing Partner of EPIC Investment LLP and a director of its subsidiary EPIC Investment
Partners (UK) Limited. EPIC Investment Partners (UK) Limited is the investment manager of ESO
Investments 2 Limited. ESO Investments 2 Limited owns 35,564,260 shares in the Group.
Provision of services by substantial shareholders
Giles Brand is Luceco plc’s Chair and Managing Partner of EPIC Investment Partners
(“EPIC”) LLP (formerly EPIC Private Equity LLP), which is controlled by ESO Investments
2Limited. Giles Brand and ESO Investments 2 Limited are therefore connected parties and
substantial shareholders of the Company. Giles Brand was paid a monthly fee of £12,083
(£145,000 per annum) in respect of his services as Chair during 2025.
John Hornby has a service contract with the Company, as detailed on page 102, which is
available for inspection by shareholders at the AGM and at the Group’s registered office.
Further details of his remuneration can be found in the Remuneration Committee Report
on pages 89 to 115.
Governance
Luceco plcAnnual Report and Financial Statements 2025
118
Directors’ Report continued
Significant agreements
In accordance with the UK Listing Rule
6.6.1(9)(b), in 2016 the Group entered into
a written and legally binding relationship
agreement with its substantial shareholders
(namely, shareholders who exercise or
control the exercise of 20% or more of
the votes cast at general meetings of the
Company as defined at UKLR 8.1.12R),
ESOInvestments 2 Limited (which controls
EPIC Investments LLP) and Giles Brand
(“connected parties”). The connected parties
collectively exercise or control 28.0% of the
voting rights in the Company. With respect
to this agreement, both the Group and the
connected parties have complied with the
independence provisions and procurement
obligations set out in that document.
The agreement remains in place until the
connected parties cease to exercise or
control 10% or more in aggregate of the
total voting rights or if neither connected
party has exercised or controlled any
voting rights for at least two years. The
agreement would automatically terminate
if the Group’s shares ceased trading on the
London Stock Exchange or if the Group
were to appoint an administrative receiver.
Change of control
Change of control provisions are included in
the Group’s banking agreements. Should a
change of control event occur, the Group’s
revolving credit facility would be subject
to immediate cancellation and the bank
may call for immediate repayment of any
balance outstanding.
Shareholder waiver of dividends
There is an evergreen dividend waiver in
place in respect of the shares held in the
Company’s Employee Benefit Trust. No
dividends were paid in respect of these
shares during the year.
Directors’ statement regarding
disclosure of information to the
auditor
The Directors confirm that, so far as they
are each aware, there is no relevant audit
information of which the Group’s auditor
is unaware. The Directors also confirm
that they have taken all reasonable steps
to make themselves aware of any relevant
audit information and to establish that the
Group’s auditor is aware of that information.
Appointment of auditor
On the recommendation of the Audit
Committee, resolutions will be proposed
at the 2026 AGM to re-appoint KPMG LLP
as auditor of the Group and to authorise
the Audit Committee to set the auditor’s
remuneration.
Annual General Meeting
The Group’s AGM will be held on 19 May
2026. Details of the resolutions to be
proposed at the AGM are set out in the
Notice of Meeting, which is provided to all
shareholders.
The Directors’ Report was approved by the
Board of Directors and authorised for issue
on 24 March 2026.
By Order of the Board
Will Hoy
Chief Financial Officer
Company registered number: 05254883
Registered office:
Luceco plc
Building E Stafford Park
1 Stafford Park
Telford
Shropshire
TF3 3BD
Governance
Luceco plcAnnual Report and Financial Statements 2025
119
Directors’ Report continued
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 and applicable
law and have elected to prepare the
Parent Company financial statements in
accordance with UK accounting standards
and applicable law, including FRS 102 the
Financial Reporting Standard applicable in
the UK and Republic of Ireland.
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 of the Group
and Parent Company and of the Group’s
profit or loss for that period. 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 accounting
estimates that are reasonable, relevant,
reliable and prudent;
• for the Group financial statements,
state whether they have been prepared
in accordance with UK-adopted
international accounting standards;
for the Parent Company financial
statements, state whether applicable
UK accounting standards have been
followed, subject to any material
departures disclosed and explained
in the Parent Company financial
statements;
• 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 complies with that law and those
regulations.
The Directors are responsible for the
maintenance and integrity of the corporate
and financial information included
on the Group’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.
Responsibility statement of the
Directors in respect of the annual
financial report
Each of the Directors whose names are
listed on pages 74 and 75 confirm that to
the best of our knowledge:
• the Group and Parent Company 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 includes 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
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.
By Order of the Board
John Hornby
Chief Executive Officer
24 March 2026
Will Hoy
Chief Financial Officer
24 March 2026
Governance
Luceco plcAnnual Report and Financial Statements 2025
120
Statement of Directors’ Responsibilities
Independent Auditor’s Report 122
Consolidated Income Statement 130
Consolidated Statement of Comprehensive Income 131
Consolidated Balance Sheet 132
Consolidated Statement of Changes in Equity 133
Consolidated Cash Flow Statement 135
Notes to the Consolidated Financial Statements 136
Company Balance Sheet 175
Company Statement of Changes in Equity 176
Notes to the Company Financial Statements 177
Financial
Statements
Financial Statements
Luceco plcAnnual Report and Financial Statements 2025
121
1. Our opinion is unmodified
We have audited the financial statements of Luceco plc (“the Company”) for the year ended
31 December 2025 which comprise the Consolidated Income Statement, Consolidated
Statement of Comprehensive Income, Consolidated Balance Sheet, Consolidated Statement
of Changes in Equity, Consolidated Cash Flow Statement, Company Balance Sheet,
Company Statement of Changes in Equity and the related notes, including the accounting
policies in note 1 and note 28.
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 31 December 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 102 The Financial Reporting Standard
applicable in the UK and Republic of Ireland; 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 20 February 2015. The period of
total uninterrupted engagement is for the 10 financial years ended 31 December 2025 as a
public-interest entity and 12 years in total. 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
£1.15m (2024: £1.07m)
4.8% (2024: 4.7%) of normalised profit before tax
Key audit matters vs 2024
Recurring risks
Recoverability of Goodwill in DW Windsor CGU
Parent Company: Recoverability of Parent
Company’s investment and parent’s debt due from
Group entity
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 (unchanged from 2024), 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.
Financial Statements
Luceco plcAnnual Report and Financial Statements 2025
122
Independent Auditor’s Report
to the members of Luceco plc
2. Key audit matters: our assessment of risks of material misstatement continued
The risk Our response
Recoverability of
Goodwill in DW
WindsorCGU
(Goodwill £6.2m;
2024:£6.2m)
Refer to page 85
(Audit Committee
Report), page 153
(accounting policy)
and pages 155 and 156
(financial disclosures)
Forecast-based assessment
Goodwill related to DW Windsor
(“DWW”) is significant and at risk of
irrecoverability due to continuing
uncertainty in infrastructure markets
impacting the performance of the
CGU. The estimated recoverable
amount of DWW is subjective due
to the inherent uncertainty involved
in forecasting and discounting
future cash flows.We consider the
inherent uncertainty to be greatest
in the revenue forecast assumption
(specifically short-term growth rates).
The effect of these matters is that,
as part of our risk assessment, we
determined that the recoverable
amount of DWW has a high degree
of estimation uncertainty, with
a potential range of reasonable
outcomes greater than our materiality
(although no reasonably possible
alternatives resulting in eliminating
the headroom) for the financial
statements as a whole. The financial
statements (note 11) disclose the
sensitivity estimated by the Group.
We performed the tests below 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 procedures included:
• Benchmarking assumptions: Evaluating key assumptions used, in particular those relating to the
short-term forecast revenue growth rate, gross margins, operating margins, discount rate and the
long-term growth rate.
With respect to the short-term revenue growth rate, we evaluated the implied cumulative annual
growth rate within the five-year forecasts and assessed these against past performance and market
expectations along with challenging Directors and inspecting relevant sources supporting the specific
initiatives underpinning the growth rate. We challenged forecast assumptions around new contract
wins by looking at historical performance and considering other audit evidence such as draft contracts
and purchase orders.
We also compared other key assumptions to relevant internal and external data sources.
• Sector experience: Compared the discount rate used by the Group to the discount rate informed by
our valuations experience.
• Sensitivity analysis: Performing breakeven analysis on the key assumptions noted above.
• Historical accuracy: Evaluating historical forecasting accuracy of discounted cash flow forecasts,
including key assumptions, by comparing them to actual results.
• Assessing transparency: Assessing whether the Group’s disclosures about the sensitivity of the
outcome of the impairment assessment to changes in key assumptions reflected the risks inherent
inthe recoverable amount of goodwill.
Our results
• We found the Group’s conclusion that there is no impairment of the goodwill related to the DW
Windsor CGU to be acceptable (2024 result: acceptable).
Financial Statements
Luceco plcAnnual Report and Financial Statements 2025
123
Independent Auditor’s Report continued
to the members of Luceco plc
The risk Our response
Parent Company risk:
Recoverability of Parent
Company’s investment
and parent’s debt due
from Group entity
(£59m; 2024: £70.2m)
Refer to page 85
(Audit Committee
Report) and page 177
(financial disclosures)
Low risk, high value
The carrying amount of the Parent
Company investment and intra-group
debtor balance represents 100%
(2024: 100%) of the Parent Company’s
total assets.
Their recoverability is not at a high risk
of significant 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.
We performed the tests below 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 procedures included:
• Test of details: For the Parent Company investment, intra-group debtor counterparty representing
100% (2024: 100%) of the total Group debtor balance, assessing, with reference to the relevant debtors’
draft balance sheet, whether they have a positive net asset value and therefore coverage of the debt
owed, as well as assessing whether the Group entity has historically been profit-making.
• Assessing subsidiary audits: Considering the results of our work on the subsidiaries’ net assets
and profits. This included assessing the ability of the subsidiary to obtain/generate liquid funds and
therefore the ability of the subsidiary to fund the repayment of the receivable.
Our results
• We found the Parent Company’s conclusion that there is no impairment of the parent’s debt due from
the Group entity to be acceptable (2024: acceptable).
3. Our application of materiality and an overview of the scope of our audit
Our application of materiality
Materiality for the Group financial statements as a whole was set at £1.15m (2024: £1.07m),
determined with reference to a benchmark of normalised Group profit before tax (“PBT”), of
which it represents 4.8% (2024: 4.7%). We normalised PBT by adding back adjustments that
do not represent the normal, continuing operations of the Group. The items we adjusted for
were the fair value movement on derivative contracts open at year end (2024: determined
with reference to a benchmark of Group profit before tax, normalised to exclude acquisition
related fair value of inventory).
Materiality for the Parent Company financial statements as a whole was set at £0.2m
(2024:£0.2m), determined with reference to a benchmark of Company total assets, of
whichit represents 0.38% (2024: 0.28%).
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 75% (2024: 75%) of materiality for the financial
statements as a whole, which equates to £0.86m (2024: £0.8m) for the Group and £0.16m
(2024: £0.16m) for the Parent Company. 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 £0.05m (2024: £0.05m), in addition to other identified
misstatements that warranted reporting on qualitative grounds.
Overview of the scope of our audit
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 16 (2024: 16) components, having considered our evaluation of the
Group’s operational and legal structure; the existence of common information systems; the
existence of common risk profile across entities, geographical locations and our ability to
perform audit procedures centrally. 
Of those, we identified three (2024: three) 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, having considered qualitative and quantitative factors, we selected 11 components
with accounts contributing to the specific RMMs of the Group financial statements.
2. Key audit matters: our assessment of risks of material misstatement continued
Financial Statements
Luceco plcAnnual Report and Financial Statements 2025
124
Independent Auditor’s Report continued
to the members of Luceco plc
Impact of controls on our Group audit
We have conducted a risk assessment of the two main IT systems relevant to our audit,
being the ERP system used by all full scope components and the consolidation system to
enhance our comprehension of the IT landscape within Luceco plc Group.
We assessed the design of automated and manual controls that addressed the risk of
management override of control; and as a result of this assessment, we were unable to rely
on controls in this area. Accordingly, we conducted incremental risk assessment which led
to a fully substantive approach to journal testing.
In all other areas of audit, we believe it is more efficient not to rely on controls and so
performed a predominantly substantive audit. We adopted a data-oriented approach to
testing revenue and journals, by performing data and analytics routines. Given that we did
not plan to rely on IT controls for any other aspects of the audit, a manual/direct testing
approach was used over the completeness and reliability of data used in these routines.
Our audit procedures covered the following percentage of Group revenue:
92
91
Group
revenue
92%
(2024: 91%)
99
99
Group total
assets
99%
(2024: 99%)
97
95
Group profit
before tax
95%
(2024: 97%)
KPMG to advise key for these charts: should
they match what was used in AR23?
Full scope for Group audit purposes 2025
Specified risk-focused audit procedures 2025
Residual components
Full scope for Group audit purposes 2024
Specified risk-focused audit procedures 2024
3. Our application of materiality and an overview of the scope of our audit
continued
Overview of the scope of our audit continued
Accordingly, we performed audit procedures on 14 (2024: 14) components, of which we
involved component auditors in performing the audit work on one component. We
performed audit procedures on the items excluded from the normalised Group profit
beforetax used as the benchmark for our materiality. We also performed the audit of the
Parent Company.
We set the component materialities, ranging from £0.05m to £0.92m, having regard to the
mix of size and risk profile of the Group across the components.
Normalised Group profit
before tax
£23.9m (2024: £22.6m)
Group materiality
£1.15m (2024: £1.07m)
£1.15m
Whole financial
statements materiality
(2024: £1.07m)
£0.86m
Whole financial
statements performance
materiality (2024: £0.8m)
£0.85m
Range of materiality at 14 components
(£0.05m to £0.92m) (2024: £0.18m to £0.85m)
£0.05m
Misstatements reported to
the Audit Committee (2024: £0.05m)
Normalised PBT
Group materiality
Our audit procedures covered 92% of Group revenue.
We performed audit procedures in relation to components that accounted for 95% of Group
profit before tax and 99% of Group total assets.
For the remaining components for which we have performed no audit procedures,
weperformed analysis at an aggregated Group level to re-examine our assessment that
thereisnot a reasonable possibility of a material misstatement in these components.
The Group auditor performed the audit of the Parent Company.
We performed audit procedures in relation to components that accounted for the following
percentages of Group profit before tax and Group total assets:
Financial Statements
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Independent Auditor’s Report continued
to the members of Luceco plc
We considered whether these risks could plausibly affect the liquidity or covenant
compliance in the going concern period by assessing the degree of downside assumption
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). We also assessed the
completeness of the going concern disclosure.
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;
• we have nothing material to add or draw attention to in relation to the Directors’
statement in note 1 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 in note 1 to be acceptable; and
• the related statement under the UK Listing Rules set out on page 136 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.
3. Our application of materiality and an overview of the scope of our audit
continued
Group auditor oversight
As part of establishing the overall Group audit strategy and plan, we conducted the risk
assessment and planning discussion meeting with component auditors to discuss Group
audit risks relevant to the components.
We issued audit instructions to the component auditor in China on the scope of their work,
including specifying the minimum procedures to perform in their audit.
Video and telephone conference meetings were held with the component auditor in China
to assess the audit risks and strategy. At these visits and meetings, the results of the planning
procedures and further audit procedures communicated to us were discussed in more detail,
and any further work required by us was then performed by the component auditor.
We visited the component auditor in China to inspect the audit procedures undertaken
as per our Group audit instructions. We inspected the work performed by the component
auditors 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.
4. 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 Parent 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 Parent Company’s available financial resources and metrics
relevant to debt covenants over this period were:
• Concentration risks with associated operations
• Macroeconomic, political and environmental risks
Financial Statements
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Independent Auditor’s Report continued
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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 and other management as
required by auditing standards, and from inspection of the Group’s regulatory and legal
correspondence and discussed with the Directors and other management 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. This included
communication from the Group auditor to component auditors of relevant laws and
regulations identified at the Group level, and a request for component auditors 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.
The potential effect of these laws and regulations on the financial statements varies
considerably.
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 and taxation legislation 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: health and safety, anti-bribery,
employment law and certain aspects of company legislation. Auditing standards limit the
required audit procedures to identify non-compliance with these laws and regulations to
enquiry of the Directors and other management 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.
5. 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 inspection of policy documentation as
to the Group’s high-level policies and procedures to prevent and detect fraud and the
Group’s channel for “whistleblowing”, as well as whether they have knowledge of any
actual, suspected or alleged fraud
• Reading Board, Audit Committee, Remuneration Committee and Nomination
Committee minutes.
• Considering remuneration incentive schemes and performance targets for Directors
including the EPS target for management remuneration
• Using analytical procedures to identify any unusual or unexpected relationships
• Consultation with forensic specialists to brainstorm over plausible fraud risk factors
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 component auditors of relevant fraud risks identified at the Group level
and requesting component auditors performing procedures at the component level 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, in particular the risk that Group and
component management may be in a position to make inappropriate accounting entries.
On this audit we do not believe there is a fraud risk related to revenue recognition because
even though there is perceived pressure to inflate revenue to meet the incentive thresholds,
the opportunity to inflate revenue does not exist as the revenue recognition does not
involve complex judgement.
We did not identify any additional fraud risks.
Financial Statements
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Independent Auditor’s Report continued
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Based on those procedures, we have nothing material to add or draw attention to in
relationto:
• the Directors’ confirmation within on page 62 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 and uncertainties 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 pages 67 and 68 under
the UK 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.
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 UK Listing Rules for our review. We have nothing to report in this respect.
5. Fraud and breaches of laws and regulations – ability to detect continued
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.
6. 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 year 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.
Financial Statements
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Independent Auditor’s Report continued
to the members of Luceco plc
The Company is required to include these financial statements in an annual financial
report prepared under Disclosure Guidance and Transparency Rule 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.
9. 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.
Gordon Docherty
(Senior Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
One Snowhill
Snow Hill Queensway
Birmingham B4 6GH
24 March 2026
7. 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.
8. Respective responsibilities
Directors’ responsibilities
As explained more fully in their statement set out on page 120, 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.
Financial Statements
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129
Independent Auditor’s Report continued
to the members of Luceco plc
£m
Note
2025
2024
Revenue
2
27 1.4
24 2 . 5
Cost of sales
(1 56 . 2)
(14 5 .0)
Gross profit
115 . 2
9 7. 5
Distribution expenses
(14 .0)
(11 . 3)
Administrative expenses
(69. 6)
(6 3 .0)
Operating profit
3
31 .6
23.2
Finance expense
5
(6 . 9)
(4 . 3)
Net finance expense
(6 .9)
(4 . 3)
Profit before tax
2 4 .7
18.9
Taxation
6
(4 . 4)
(4 . 3)
Profit for the year
20. 3
14 .6
Earnings per share (pence)
Basic
7
13. 5p
9. 5p
Diluted
7
13. 4p
9. 5p
Adjusted
1
results
£m
Note
2025
2024
Adjusted Operating Profit
1
33. 8
2 9.0
Adjusted Profit Before Tax
1
2 7. 8
24 .9
Adjusted Profit After Tax
1
2 2 .6
1 9.2
Adjusted Basic Earnings Per Share
7
15 .0p
12. 5p
Adjusted Diluted Earnings Per Share
7
14 . 9p
12. 5p
1. See note 1 for alternative performance measures.
The accompanying notes on pages 136 to 174 form an integral part of these financial statements.
Financial Statements
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130
Consolidated Income Statement
for the year ended 31 December 2025
£m
2025
2024
Profit for the year
20. 3
14 .6
Other comprehensive income – amounts that may be reclassified to profit or loss in the future:
Foreign exchange translation differences – foreign operations
(1.8)
(0 .1)
Foreign exchange translation differences on investments in overseas entities
1.0
(1 . 4)
Other comprehensive income – amounts that will not be reclassified to profit or loss:
Changes in the fair value of equity investments at fair value through other comprehensive income
0.1
(0. 8)
Total comprehensive income for the year
19.6
12. 3
All results are from continuing operations.
The accompanying notes on pages 136 to 174 form an integral part of these financial statements.
Financial Statements
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131
Consolidated Statement of Comprehensive Income
for the year ended 31 December 2025
£m
Note
2025
2024
Non-current assets
Property, plant and equipment
9
25.4
24 .7
Right-of-use assets
9
10. 2
9.7
Intangible assets
10
6 3 .1
6 5 .1
Investment in equity instruments
11
—
1.8
Deferred tax asset
12
1.6
0.9
100. 3
102 . 2
Current assets
Inventories
13
61.8
53.8
Trade and other receivables
14
83. 4
8 0.1
Financial assets measured at fair value through
profit or loss
20
1 .1
0.4
Current tax asset
1.5
4. 2
Cash and cash equivalents
15
3. 3
4 .1
15 1 .1
142 .6
Total assets
251. 4
24 4 . 8
Current liabilities
Trade and other payables
18
76 . 4
59. 2
Current tax liabilities
18
0. 2
—
Financial liabilities measured at fair value through
profit or loss
20
0. 2
1.2
Other financial liabilities
17
2.9
2.8
7 9.7
63.2
£m
Note
2025
2024
Non-current liabilities
Interest‑bearing loans and borrowings
16
55 .2
7 2.0
Other financial liabilities
17
5 .1
4 .4
Deferred tax liability
12
3.1
5.2
Financial liabilities measured at fair value through
profit or loss
20
0. 5
0. 2
Provisions
17
3. 9
4.0
67. 8
85.8
Total liabilities
1 4 7. 5
149 .0
Net assets
103 .9
95 .8
Equity attributable to equity holders of
theparent
Share capital
23
0 .1
0 .1
Share premium
23
24. 8
24 . 8
Other reserves
23
(2 . 2)
(1 .6)
Treasury reserve
23
(1 6. 5)
(1 1.6)
Retained earnings
9 7.7
8 4 .1
Total equity
103 .9
95 .8
The accompanying notes on pages 136 to 174 form an integral part of these financial
statements.
These financial statements were approved by the Board of Directors on 24 March 2026 and
were signed on its behalf by:
John Hornby Will Hoy
Chief Executive Officer Chief Financial Officer
Company registered number: 05254883
Financial Statements
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132
Consolidated Balance Sheet
at 31 December 2025
Financial
ShareShareTranslation assetsRetainedTreasuryTotal
£m capital premium reserve at FVOCI earnings reserveequity
Balance at 1 January 2024
0.1
24 . 8
0.1
0.6
76 . 8
(8 .6)
93.8
Total comprehensive income
Profit for the year
—
—
—
—
14. 6
—
14 .6
Investment revaluation
—
—
—
(0. 8)
—
—
(0 .8)
Foreign currency translation differences on investments in overseas entities
—
—
(1. 4)
—
—
—
(1 .4)
Currency translation differences
—
—
(0.1)
—
—
—
(0.1)
Total comprehensive income for the year
—
—
(1. 5)
(0.8)
14. 6
—
12. 3
Transactions with owners in their capacity as owners
Dividends
—
—
—
—
( 7. 5)
—
( 7. 5)
Purchase of own shares
—
—
—
—
—
(4 .7)
(4 .7)
Disposal of own shares
—
—
—
—
(1 .7)
1.7
—
Deferred tax on share-based payment transactions
—
—
—
—
(0. 2)
—
(0 . 2)
Corporation tax on foreign currency translation differences on investments
inoverseasentities
—
—
—
—
0.4
—
0.4
Corporation tax on share-based payment transactions
—
—
—
—
0. 2
—
0. 2
Share-based payments charge
—
—
—
—
1. 5
—
1.5
Total transactions with owners in their capacity as owners
—
—
—
—
( 7. 3)
(3. 0)
(10 . 3)
Balance at 31 December 2024
0.1
24 . 8
(1 . 4)
(0. 2)
84 .1
(1 1.6)
95. 8
Financial Statements
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133
Consolidated Statement of Changes in Equity
for the year ended 31 December 2025
Financial
ShareShareTranslation assetsRetainedTreasuryTotal
£m capital premium reserve at FVOCI earnings reserveequity
Balance at 31 December 2024
0.1
24 . 8
(1 . 4)
(0. 2)
84 .1
(1 1.6)
95. 8
Total comprehensive income
Profit for the year
—
—
—
—
20. 3
—
20. 3
Investment revaluation
—
—
—
0.1
—
—
0.1
Disposal of investment
—
—
—
0.1
(0.1)
—
—
Foreign currency translation differences on investments in overseas entities
—
—
1 .0
—
—
—
1 .0
Currency translation differences
—
—
(1.8)
—
—
—
(1.8)
Total comprehensive income for the year
—
—
(0.8)
0. 2
20.2
—
19. 6
Transactions with owners in their capacity as owners
Dividends
—
—
—
—
(7. 7)
—
(7. 7)
Purchase of own shares
—
—
—
—
—
(5. 3)
(5 . 3)
Disposal of own shares
—
—
—
—
(0. 4)
0. 4
—
Corporation tax on foreign currency translation differences on investments
inoverseasentities
—
—
—
—
(0 . 3)
—
(0. 3)
Share-based payments charge
—
—
—
—
1. 8
—
1. 8
Total transactions with owners in their capacity as owners
—
—
—
—
(6 .6)
(4 . 9)
(11. 5)
Balance at 31 December 2025
0.1
24 . 8
(2 . 2)
—
9 7.7
(16 . 5)
103 . 9
The accompanying notes on pages 136 to 174 form an integral part of these financial statements.
Financial Statements
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134
Consolidated Statement of Changes in Equity continued
for the year ended 31 December 2025
£m
Note
2025
2024
Cash flows from operating activities
Profit for the year
20. 3
14 .6
Adjustments for:
Depreciation and amortisation
9, 10
12 .6
10. 2
Financial expense
5
6.9
4. 3
Taxation
6
4.4
4. 3
Loss on disposal of tangible assets
—
0. 5
Share-based payments charge
1.9
1.5
Other non-cash items
(1.8)
(0. 3)
Operating cash flow before movement
inworking capital
44.3
3 5 .1
(Increase) in trade and other receivables
(3 . 5)
(1 7. 1)
(Increase) in inventories
(8. 2)
(2. 8)
Increase in trade and other payables
1 7. 0
5.8
Cash from operations
49.6
21.0
Tax paid
(4 . 6)
(6 . 3)
Net cash from operating activities
45.0
1 4 .7
£m
Note
2025
2024
Cash flows from investing activities
Acquisition of property, plant and equipment
9
(5 .6)
(5 .0)
Acquisition of other intangible assets
10
(3.1)
(2 .9)
Disposal of tangible assets
0.1
0.1
Acquisitions of subsidiaries (net of cash)
26
—
(3 7. 5)
Proceeds from investments/(investments)
11
1.9
(0 . 3)
Net cash used in investing activities
(6 .7)
(4 5 . 6)
Cash flows from financing activities
(Repayment)/origination of borrowings
(17. 2)
49 . 5
Interest paid
(6 .0)
(4 . 1)
Dividends paid
(7.7)
(7. 5)
Finance lease liabilities
17
(2 . 8)
(2 .7)
Purchase of own shares
23
(5 . 3)
(4 .7)
Net cash used in financing activities
(3 9.0)
30. 5
Net decrease in cash and cash equivalents
(0 .7)
(0. 4)
Cash and cash equivalents at 1 January
4 .1
4 .6
Effect of exchange rate fluctuations on cash held
(0.1)
(0.1)
Cash and cash equivalents at 31 December
15
3. 3
4 .1
The accompanying notes on pages 136 to 174 form an integral part of these financial
statements.
Financial Statements
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135
Consolidated Cash Flow Statement
for the year ended 31 December 2025
1 Introduction, other judgements and estimates, APMs and adjustments
Overview
Luceco plc (“Company”) is a company incorporated and domiciled in the UK under
the Companies Act 2006. The Company’s registered office is Building E Stafford Park 1,
Stafford Park, Telford TF3 3BD. The Group is primarily involved in the manufacturing
and distribution of Wiring Accessories, LED Lighting and Portable Power products to
global markets.
Basis of accounting
The Group financial statements have been prepared and approved by the Directors in
accordance with international accounting standards in accordance with UK-adopted
international accounting standards (“UK-adopted IFRS”). The Company has elected to
prepare its Parent Company financial statements in accordance with FRS 102; these are
presented on pages 175 to 181. On publishing the Parent Company financial statements
here, together with the Group financial statements, the Company is taking advantage of
the exemption in s408 of the Companies Act 2006 not to present its individual income
statement and related notes that form a part of these approved financial statements.
Basis of preparation
The financial statements are prepared on the historical cost basis except for derivative
financial instruments and financial instruments that are reported at fair value. The
consolidated financial statements include the accounts of the Company and all entities
controlled by the Company, its subsidiaries (together referred to as “the Group”) from the
date control commences until the date that control ceases. Control is achieved where the
Company has power over the investee, is exposed or has rights to a variable return from
the involvement with the investee and/or has the ability to use its power to affect its returns.
The purchase method is used to account for the acquisition of subsidiaries. These financial
statements are presented in million pounds sterling, which is the functional currency of
the Group and Parent Company.
Accounting policy
Non-statutory measures of performance
The Group will review the financial statements to identify if there are any large/ unusua l
items or transactions that are required to be removed to reflect the underlying
business operations, and these are applied consistently over time. These large/unusual
items that have been identified are referred to as “Adjustments” and are detailed on
pages 137 to 143.
The principal accounting policies are set out in the notes to the consolidated
financial statements and have, unless otherwise stated, been applied consistently
to all periods presented in these consolidated financial statements.
Going concern
The Directors have concluded that it is reasonable to adopt a going concern basis in
preparing the financial statements. This is based on an expectation that the Company
and the Group have adequate resources to continue in operational existence for at least
12 months from the date of signing these accounts and our cash flow forecasts support
this. The Group has reported a profit before tax of £24.7m for the year to 31 December 2025
(2024: £18.9m), has net current assets of £71.4m (2024: £79.4m) and net assets of £103.9m
(2024: £95.8m), net debt of £59.9m (2024: £75.1m) and net cash from operating activities of
£45.0m (2024: £14.7m). The Company secured banking facilities on 21 May 2025 for £120.0m,
expiring on 21 May 2028, but has the optionality of extending by a further two years to
21 May 2030.
The capital resources at the Group’s disposal at 31 December 2025 and 28 February 2026
were as follows:
• A revolving credit facility of £120.0m, £51.3m drawn at 31 December 2025 and £59.4m
drawn at 28 February 2026
The revolving credit facility requires the Group to comply with the following quarterly
financial covenants:
• Closing Bank Net Debt of no more than 3.0 times Bank EBITDA for the preceding
12-month period
• Bank EBITDA of no less than 4.0 times Bank Net Finance Expense for the preceding
12-month period
Financial Statements
Luceco plcAnnual Report and Financial Statements 2025
136
Notes to the Consolidated Financial Statements
for the year ended 31 December 2025
Statutory and non-statutory measures of performance
The financial statements contain all the information and disclosures required by the
relevant accounting standards and regulatory obligations that apply to the Group.
The Group’s performance is assessed using a number of financial measures which
are not defined under IFRS (the financial reporting framework applied by the Group).
Management uses the adjusted or alternative performance measures (“APMs”) as part of
their internal financial performance monitoring and when assessing the future impact of
operating decisions. The APMs disclose the adjusted performance of the Group excluding
specific items, although the IFRS defined measures should also be used when users of
this document assess the Group’s performance. The alternative performance measures
allow a year-on-year comparison and identification of core business trends by removing
the impact of items occurring either outside the normal course of operations or as a
result of intermittent activities such as a corporate acquisition. The Group may separately
report specific items in the income statement which, in the Directors’ judgement, need
to be disclosed separately by virtue of their nature, size and incidence in order for users
of the financial statements to obtain a balanced view of the financial information and the
underlying performance of the business.
In following the guidelines on alternative performance measures issued by the European
Securities and Markets Authorities, the Group has included a Consolidated Income
Statement and Consolidated Cash Flow Statement that have both statutory and adjusted
performance measures.
The measures used in the Chief Financial Officer’s Review are defined in the following table
and the principles to identify adjusting items have been applied on a basis consistent with
previous years.
1 Introduction, other judgements and estimates, APMs and adjustments
continued
Going concern continued
The Directors ran scenario tests on the severe but plausible downside case. The
assumptions in this scenario were as follows: concentration risks with associated operations
(25% reduction in revenue for three months followed by 50% reduction for three months
and 20% increase in shipping costs during the period) and macroeconomic, political and
environmental risks (18-month recession with a 10% reduction in revenue and gross profit),
cyber-breach and material price increases. These severe but plausible downside scenarios
do not lead to any breach in covenants nor any breach in facility. All modelling has been
conducted without any mitigation activity. There have been no changes to post balance
sheet liquidity positions.
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 date of
approval of the financial statements and therefore have prepared the financial statements
on a going concern basis.
Estimates and judgements
Estimates
The Directors do not consider there to be key estimates in preparing these financial
statements.
Judgements
The Directors do not consider there to be key judgements in preparing these financial
statements.
Financial Statements
Luceco plcAnnual Report and Financial Statements 2025
137
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2025
Nature of measure
Related IFRS measure
Related IFRS source
Definition
Use/relevance
Adjusted Gross Profit Margin
Gross profit margin
Consolidated Income Statement
Based on the related IFRS measure
Allows management to assess
Adjusted Operating Costs
Operating gross profit less
Consolidated Income Statement but excluding the adjusting items. the performance of the business
operating profit A breakdown of the adjusting after removing large/unusual
items from 2025 and 2024, which items or transactions that are not
Adjusted Operating Profit
Operating profit
Consolidated Income Statement
reconciles the adjusted measures to reflective of the underlying business
Adjusted Profit for the Year
Profit for the year (profit after tax)
Consolidated Income Statement
statutory figures, can be found on operations
pages 138 to 142
Adjusted Basic EPS
Basic EPS
Constant Currency
Current period translated at the
Allows management to identify the
average exchange rate of the relative year-on-year performance
prior year of the business by removing the
impact of currency that is outside of
management’s control
Like-for-like
Like-for-like revenue excludes the
Allows management to identify
impact of currency movements relative year-on-year performance
and acquisitions; see note 20 for of the business by removing the
currency rates impact of currency and acquisitions
EBITDA
Operating profit
Consolidated Income Statement
Consolidated earnings before
Provides management with an
interest, tax, depreciation and approximation of cash generation
amortisation from the Group’s operational
activities
Low carbon sales
Revenue
Segmental operating
EV charger revenue and LED
Provides management with a
revenue less sales from lighting measure of low carbon sales
columns and downlight accessories
Adjusted EBITDA
Operating profit
Consolidated Income Statement
EBITDA excluding the adjusting
Provides management with an
items excluded from Adjusted approximation of cash generation
Operating Profit except for any from the Group’s underlying
adjusting items that relate to operational activities
depreciation and amortisation
Bank EBITDA
Operating profit
Consolidated Income Statement
As above definition of “Adjusted
Aligns with the definition of EBITDA
EBITDA” but including EBITDA used for bank covenant testing
generated from acquisitions
between 1 January and the date
of acquisition and excluding
share-based payment expense
Contribution profit
Operating profit and
Consolidated Income Statement
Contribution profit is after allocation
Provides management with an
operating costs of directly attributable adjusted assessment of profitability by
operating expenses for each operating segment
operating segment
1 Introduction, other judgements and estimates, APMs and adjustments continued
Statutory and non-statutory measures of performance continued
Financial Statements
Luceco plcAnnual Report and Financial Statements 2025
138
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2025
Nature of measure
Related IFRS measure
Related IFRS source
Definition
Use/relevance
Contribution margin
Operating profit and operating
Consolidated Income Statement
Contribution margin is contribution
Provides management with an
costs profit, as above, divided by revenue assessment of margin by operating
for each operating segment segment
Adjusted Operating Cash Flow
Cash flow from operations
Consolidated Cash Flow
Adjusted Operating Cash Flow is the Provides management with
Statement cash from operations but excluding an indication of the amount of
the cash impact of the adjusting cash available for discretionary
items excluded from Adjusted investment
Operating Profit
Adjusted Free Cash Flow
Cash flow from operations
Consolidated Cash Flow
Adjusted Free Cash Flow is Provides management with
Statement calculated as Adjusted Operating an indication of the free cash
Cash Flow less cash flows in respect generated by the business for return
of investing activities (except for to shareholders or reinvestment in
those in respect of acquisitions or M&A activity
disposals), interest and taxes paid
Adjusted Net Cash Flow
Net increase/(decrease) in cash
Consolidated Cash Flow Adjusted Net Cash Flow is Provides management with an
and cash equivalents Statement calculated as Adjusted Operating indication of the net cash flow
Cash Flow less cash flows in generated by the business after
respect of investing activities dividends and purchase of shares
(except for those in respect of
acquisitions or disposals), interest,
taxes paid, purchase of shares
and dividends paid
Adjusted Operating
None
Consolidated Cash Flow
Adjusted Operating Cash Allows management to monitor
Cash Conversion Statement/ Income Statement Conversion is defined as Adjusted the conversion of operating profit
Operating Cash Flow divided by into cash
Adjusted Operating Profit
Return on Capital Invested
None
Operating profit
Adjusted Operating Profit divided To provide an assessment of how
(“ROCI”) Net assets into the sum of net assets and net profitably capital is being deployed
debt (average for the last two years) in the business
as a percentage
1 Introduction, other judgements and estimates, APMs and adjustments continued
Statutory and non-statutory measures of performance continued
Financial Statements
Luceco plcAnnual Report and Financial Statements 2025
139
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2025
1 Introduction, other judgements and estimates, APMs and adjustments continued
Statutory and non-statutory measures of performance continued
The following table illustrates the Adjusted Profit APMs used by management for the year:
Amortisation of
acquired intangibles Re-measurement
and related to fair value of 2025 2025
£m
2025
acquisition costs
1
hedging portfolio
2
 Adjustments Adjusted
Revenue
271.4
—
—
—
271.4
Cost of sales
(156.2)
—
(1.8)
(1.8)
(158.0)
Gross profit
115.2
—
(1.8)
(1.8)
113.4
Distribution expenses
(14.0)
—
—
—
(14.0)
Administrative expenses
(69.6)
4.0
—
4.0
(65.6)
Operating profit
31.6
4.0
(1.8)
2.2
33.8
Finance expense/(income)
(6.9)
—
0.9
0.9
(6.0)
Net finance expense
(6.9)
—
0.9
0.9
(6.0)
Profit before tax
24.7
4.0
(0.9)
3.1
27.8
Taxation
(4.4)
(0.9)
0.1
(0.8)
(5.2)
Profit for the year
20.3
3.1
(0.8)
2.3
22.6
1. Relating to Kingfisher Lighting, DW Windsor, Sync Energy, D-Line and CMD.
2. Relating to currency hedges/interest swaps and bank loan fees write-off.
Financial Statements
Luceco plcAnnual Report and Financial Statements 2025
140
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2025
1 Introduction, other judgements and estimates, APMs and adjustments continued
Statutory and non-statutory measures of performance continued
The following table illustrates the Adjusted Profit APMs used by management for the prior year:
Amortisation of
acquired intangibles Re‑measurement
and related to fair value of 2024 2024
£m
2024
acquisition costs
1
hedging portfolio
2
 Adjustments Adjusted
Revenue
242.5
—
—
—
242.5
Cost of sales
(145.0)
—
(0.3)
(0.3)
(145.3)
Gross profit
97. 5
—
(0.3)
(0.3)
97.2
Distribution expenses
(11.3)
—
—
—
(11.3)
Administrative expenses
(63.0)
6.1
—
6.1
(56.9)
Operating profit
23.2
6.1
(0.3)
5.8
29.0
Finance expense/(income)
(4.3)
—
0.2
0.2
(4.1)
Net finance expense
(4.3)
—
0.2
0.2
(4.1)
Profit before tax
18.9
6.1
(0.1)
6.0
24.9
Taxation
(4.3)
(1.4)
—
(1.4)
(5.7)
Profit for the year
14.6
4.7
(0.1)
4.6
19.2
1. Relating to Kingfisher Lighting, DW Windsor, Sync Energy, D-Line and CMD.
2. Relating to currency hedges/interest swaps.
Financial Statements
Luceco plcAnnual Report and Financial Statements 2025
141
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2025
1 Introduction, other judgements and estimates, APMs and adjustments
continued
Statutory and non-statutory measures of performance continued
The following tables illustrate how alternative performance measures are calculated:
Adjusted EBITDA
£m
2025
2024
Adjusted Operating Profit
33.8
29.0
Adjusted Depreciation and Amortisation
9.3
7.9
Adjusted EBITDA
43.1
36.9
Bank EBITDA
£m
2025
2024
Adjusted EBITDA
43.1
36.9
EBITDA from acquisitions from 1 January to the date of
acquisition and share-based payment expense
1.9
4.8
Bank EBITDA
45.0
41.7
Adjusted Operating Cash Conversion
£m
2025
2024
Cash from operations (from Consolidated Cash Flow Statement)
49.6
21.0
Adjustments to cash from operations (from Consolidated Cash
Flow Statement)
—
0.7
Adjusted Operating Cash Flow
49.6
21.7
Adjusted Operating Profit
33.8
29.0
Adjusted Operating Cash Conversion
146.7%
74.8%
Adjusted Free Cash Flow
£m
2025
2024
Adjusted Operating Cash Flow (see table opposite)
49.6
21.7
Net cash used in investing activities excluding acquisitions and
disposals (from Consolidated Cash Flow Statement)
(8.6)
(7.8)
Interest paid (from Consolidated Cash Flow Statement)
(6.0)
(4.1)
Tax paid (from Consolidated Cash Flow Statement)
(4.6)
(6.3)
Adjusted Free Cash Flow
30.4
3.5
Revenue
271.4
242.5
Adjusted Free Cash Flow as % revenue
11.2%
1.4%
Adjusted Net Cash Flow as % of revenue
£m
2025
2024
Adjusted Free Cash Flow (see above)
30.4
3.5
Purchase of own shares
(5.3)
(4.7)
Dividends
(7.7)
(7.5)
Adjusted Net Cash Flow
17.4
(8.7)
Revenue
271.4
242.5
Adjusted Net Cash Flow as % of revenue
6.4%
(3.6%)
Return on Capital Invested
£m
2025
2024
Net assets
103.9
95.8
Net debt (see note 16)
59.9
75.1
Capital Invested
163.8
170.9
Average Capital Invested (from last two years)
167.4
143.8
Adjusted Operating Profit (from above)
33.8
29.0
Return on Capital Invested (Adjusted Operating Profit/
average Capital Invested)
20.2%
20.2%
Financial Statements
Luceco plcAnnual Report and Financial Statements 2025
142
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2025
1 Introduction, other judgements and estimates, APMs and adjustments
continued
Additional metrics
Inventory days – calculated by reference to the closing stock versus the cost of sales over
a three-month period. Debtor days – the “countback” method is used to calculate debtor
days by reference to revenue over the prior period. Creditor days – the “countback” method
is used to calculate creditor days by reference to purchases over the prior period. Organic
revenue growth is calculated per the reconciliation on page 23 of the Chief Financial
Officer’s Review.
Standards and interpretations issued
New currently effective requirements
Effective date
New accounting standards or amendments
1 January 2025
Lack of Exchangeability – Amendments to IAS 21
Forthcoming requirements
Effective date
New accounting standards or amendments
1 January 2026
Classification and Measurement of Financial Instruments –
Amendments to IFRS 9 and IFRS 7
1 January 2026
Contracts Referencing Nature-dependent Electricity –
Amendments to IFRS 9 and IFRS 7
1 January 2026
Annual Improvements to IFRS Accounting Standards –
volume 11
1 January 2027
IFRS 18 Presentation and Disclosure in Financial Statements
1 January 2027
IFRS 19 Subsidiaries without Public Accountability: Disclosures
2 Operating segments
Accounting policy
Revenue
Revenue is recognised when the Group has satisfied its performance obligations to
the customer and the customer has obtained control of the goods and services being
transferred.
The following table summarises the nature, amounts and timing and uncertainty of
revenue which follows our segmental splits of revenue.
Amount (as a
percentage of Timing of satisfaction of
Segment
Nature of revenue
total revenue) performance obligations
Wiring Revenue from the supply
48%
Largely when delivered to
Accessories of goods in the form of the customer for domestic
Wiring Accessories to customers. For Free On
trade and specialists. Board (“FOB”) transactions,
obligations are when legal title
passes to the customer (when
the goods are on the ship).
LED Lighting
Revenue from the
29%
Largely when delivered to
supply of commercial the customer for domestic
and domestic lighting customers. For Free On
solutions. This includes Board (“FOB”) transactions,
revenue from our DW obligations are when legal title
Windsor LED business. passes to the customer (when
the goods are on the ship).
Portable Revenue from the supply
23%
Largely when delivered to
Power of goods in the form of the customer for domestic
Portable Power to retailers customers. For Free On
and wholesalers and Board (“FOB”) transactions,
EV chargers. Revenue obligations are when legal title
from the supply of passes to the customer (when
Ross‑branded audio‑visual the goods are on the ship).
products and Sync Energy
and BG EV chargers.
Customer rebates
Where the Group has rebate agreements with its customers, the value of customer
rebates paid or payable, calculated in accordance with the agreements in place based
on the most likely outcome, is deducted from turnover in the year in which the rebate
is earned.
Financial Statements
Luceco plcAnnual Report and Financial Statements 2025
143
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2025
2 Operating segments continued
The Group’s principal activities are in the manufacturing and supply of Wiring Accessories, LED Lighting and Portable Power equipment. For the purposes of management reporting to the
Chief Operating Decision-Maker (the Board), the Group consists of three operating segments, which are the product categories that the Group manufactures and distributes. The Group’s
central allocation of head office and shared services costs were £11.0m for Wiring Accessories, £6.7m for LED Lighting and £5.1m for Portable Power. The Board does not review the Group’s
assets and liabilities on a segmental basis and, therefore, no segmental disclosure is included. Inter-segment sales are not material. Revenue and operating profit are reported under IFRS 8
Operating Segments.
Adjusted Reported Adjusted Reported
£m
2025
Adjustments
2025
2024
Adjustments
2024
Revenue
Wiring Accessories
131.4
—
131.4
108.9
—
108.9
LED Lighting
79.3
—
79.3
78.4
—
78.4
Portable Power
60.7
—
60.7
55.2
—
55.2
271.4
—
271.4
242.5
—
242.5
Operating profit
Wiring Accessories
19.4
(1.3)
18.1
19.1
(4.2)
14.9
LED Lighting
6.3
(1.0)
5.3
4.1
(1.4)
2.7
Portable Power
8.1
0.1
8.2
5.8
(0.2)
5.6
33.8
(2.2)
31.6
29.0
(5.8)
23.2
Depreciation and amortisation included in the reported operating profits by segment was; Wiring Accessories £6.0m (2024: £4.6m), LED Lighting £4.2m (2024: £3.4m) and Portable Power
£2.4m (2024: £2.2m).
Financial Statements
Luceco plcAnnual Report and Financial Statements 2025
144
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2025
2 Operating segments continued
The following table provides an analysis of adjustments made to each segment.
2025
2024
Amortisation of Re-measurement Amortisation of Re‑measurement
acquired intangibles to fair value of acquired intangibles to fair value of
£m
Total
and related costs
1
hedging portfolio
2
Total
and related costs
1
hedging portfolio
2
Cost of sales
Wiring Accessories
0.9
—
0.9
0.1
—
0.1
LED Lighting
0.5
—
0.5
0.1
—
0.1
Portable Power
0.4
—
0.4
0.1
—
0.1
Gross profit
1.8
—
1.8
0.3
—
0.3
Administrative expenses
Wiring Accessories
(2.2)
(2.2)
—
(4.3)
(4.3)
—
LED Lighting
(1.5)
(1.5)
—
(1.5)
(1.5)
—
Portable Power
(0.3)
(0.3)
—
(0.3)
(0.3)
—
Total
(4.0)
(4.0)
—
(6.1)
(6.1)
—
Operating profit
Wiring Accessories
(1.3)
(2.2)
0.9
(4.2)
(4.3)
0.1
LED Lighting
(1.0)
(1.5)
0.5
(1.4)
(1.5)
0.1
Portable Power
0.1
(0.3)
0.4
(0.2)
(0.3)
0.1
Operating profit
(2.2)
(4.0)
1.8
(5.8)
(6.1)
0.3
1. Relating to Kingfisher Lighting, DW Windsor, Sync Energy, D-Line and CMD.
2. Relating to currency hedges.
Financial Statements
Luceco plcAnnual Report and Financial Statements 2025
145
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2025
2 Operating segments continued
Revenue by location of customer
£m
2025
2024
UK
214.6
184.2
Europe
24.1
21.5
Americas
20.1
22.5
Middle East and Africa
9.4
10.3
Asia Pacific
3.2
4.0
Total revenue
271.4
242.5
Revenue by location is an appropriate way to disaggregate revenue to reflect the nature,
amount, timing and uncertainty of revenue and cash flows affected by economic factors.
Revenues exceeded 10% or more of total revenue for one customer. This customer’s revenue
represents 22% (2024: 24%) of total revenue and is across all operating segments. Customer
rebates are £29.0m (2024: £23.1m).
Non-current assets by location
£m
2025
2024
UK
81.5
86.4
China
14.9
14.4
Other
2.3
0.5
Non-current assets (excluding deferred tax)
98.7
101.3
3 Expenses and auditor’s remuneration
Included in the Consolidated Income Statement are the following:
£m
2025
2024
Research and development costs expensed as incurred
3.6
3.2
Depreciation of property, plant and equipment and
right-of-use assets
7.5
6.5
Amortisation of intangible assets
5.1
3.7
Auditor’s remuneration:
£m
2025
2024
Audit of these financial statements
0.7
0.6
Amounts receivable by the auditor and its associates
in respect of:
Additional amounts in respect of the audit of prior year’s
financial statements
—
0.1
Audit-related assurance for covenant certificates and interim
reviews
—
0.1
Total
0.7
0.8
4 Staff number and costs
The average monthly number of employees, including the Directors, during the year was as
follows:
Number of employees
2025
2024
Administration and support
739
680
Production
1,105
989
1,844
1,669
The aggregate remuneration:
£m
2025
2024
Wages and salaries
45.2
41.0
Social security costs
6.2
5.2
Other pension costs
1.5
1.3
Share-based payment expense (note 22)
1.9
1.5
Total staff costs
54.8
49.0
Financial Statements
Luceco plcAnnual Report and Financial Statements 2025
146
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2025
5 Net finance expense
Accounting policy
Finance income and expenses
The Group’s finance income and finance expense include: interest income, interest
expense, dividend income.
Interest income or expense is recognised using the effective interest method.
£m
2025
2024
Finance expense:
Interest on finance leases
(0.3)
(0.2)
Interest on bank borrowings, interest swaps and refinancing
(6.6)
(4.1)
Net finance expense
(6.9)
(4.3)
6 Taxation
Accounting policy
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 net profit as reported in the income statement because it excludes items of
income and expense that are taxable or deductible in other years and it further
excludes items which are never taxable or deductible. The Group’s liability for current
tax is calculated using tax rates that have been enacted or substantially 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. This 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 recognised to the extent that it is probable that taxable profits
will be available against which deductible temporary differences can be utilised. Such
assets and liabilities are not recognised if the temporary difference arises from goodwill
or from the initial recognition of other assets and liabilities in a transaction (other than in
a business combination) that affects neither the taxable profit nor the accounting profit.
Deferred tax is calculated at the tax rates that are expected to apply in the period when
the liability is settled or the asset realised based on tax laws and rates that have been
enacted or substantially enacted at 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.
£m
2025
2024
Current tax expense
Current year – UK
6.3
4.8
Current year – overseas
0.6
0.2
Adjustment in respect of prior years
0.3
0.1
Current tax expense
7.2
5.1
Deferred tax (credit)/expense
Origination and reversal of temporary differences
(2.9)
(1.1)
Foreign taxation
(0.1)
0.3
Adjustment in respect of prior years
0.2
—
Effect of tax rate change on opening balance
—
—
Deferred tax credit
(2.8)
(0.8)
Total tax expense
4.4
4.3
Reconciliation of effective tax rate
£m
2025
2024
Profit for the year
20.3
14.6
Total tax expense
4.4
4.3
Profit before taxation
24.7
18.9
Tax using the UK corporation tax rate of 25%
6.2
4.7
R&D tax credits
(0.5)
(0.5)
Non-deductible expenses
0.2
0.5
Adjustment in respect of previous periods
0.5
0.1
Temporary differences
(1.6)
—
Foreign tax differences in rates
(0.5)
(0.6)
Deferred tax on share-based payments
0.1
(0.1)
Acquisitions of entities
—
0.2
Total tax expense
4.4
4.3
Financial Statements
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147
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2025
7 Earnings per share
£m
2025
2024
Earnings for calculating basic earnings per share
20.3
14.6
Adjusted for (see note 1):
Amortisation of acquired intangibles and related acquisition
costs
4.0
6.1
Remeasurement to fair value of currency hedging portfolio
(1.8)
(0.3)
Remeasurement to fair value of interest swaps and refinancing
fees
0.9
0.2
Income tax on above items
(0.8)
(1.4)
Adjusted earnings for calculating Adjusted Basic Earnings
22.6
19.2
Per Share
Number million
2025
2024
Weighted average number of ordinary shares
Basic
150.5
153.2
Dilutive effect of share options on potential ordinary shares
0.9
0.9
Diluted
151.4
154.1
Pence
2025
2024
Basic earnings per share
13.5
9.5
Diluted earnings per share
13.4
9.5
Adjusted Basic Earnings Per Share
15.0
12.5
Adjusted Diluted Earnings Per Share
14.9
12.5
8 Dividends
Accounting policy
Dividends proposed by the Board of Directors and unpaid at the period end are not
recognised in the financial statements until they have been approved by shareholders at
the Annual General Meeting.
Amounts were recognised in the financial statements as distributions to equity
shareholders as follows:
£m
2025
2024
Final dividend for the year ended 31 December 2024 of 3.3p
(2023: 3.2p) per ordinary share
5.0
4.9
Interim dividend for the year ended 31 December 2025 of 1.8p
(2024: 1.7p) per ordinary share
2.7
2.6
Total dividend recognised during the year
7.7
7. 5
The Board is proposing a final dividend for the year ended 31 December 2025 of 4.2p which
will be a £6.8m cash payment (2024: £5.0m).
Financial Statements
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148
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2025
9 Property, plant and equipment
Accounting policy
Owned assets
Property, plant and equipment are stated at cost or deemed cost, less accumulated
depreciation and accumulated impairment losses.
Depreciation is charged to the Consolidated Income Statement on a straight-line basis
over the estimated useful lives of each part of an item of property, plant and equipment.
Land is not depreciated. The estimated useful lives are as follows:
Buildings over the lease term, to a maximum of 50 years
Plant and equipment three to ten years
Fixtures and fittings one to ten years
Motor vehicles four years
Tooling two to seven years
Work in progress no depreciation until the asset comes into economic use
Depreciation methods, useful lives and residual values are reviewed at each balance
sheet date.
Leased assets
Identifying a lease: At the inception of a contract, the Group assesses whether a contract
is, or contains, a lease. A contract is, or contains, a lease if it conveys the right to control
the use of an identified asset for a period of time in exchange for consideration. Control
is conveyed where the Group has both the right to direct the identified asset’s use and
to obtain substantially all the economic benefits from that use. For each lease or lease
component, the Group follows the lease accounting model as per IFRS 16 Leases, unless
the recognition exemptions can be used.
Recognition exemptions: The Group has elected to account for lease payments as an
expense on a straight-line basis over the lease term or another systematic basis for the
following two types of leases:
i. Leases with a lease term of 12 months or less and containing no purchase options –
this election is made by class of underlying asset
ii. Leases where the underlying asset has a low value when new – this election can be
made on a lease-by-lease basis
The value of leases less than 12 months or low value was £0.1m (2024: £0.1m).
Lessee accounting
For leases acquired in a business combination, the Company measures the acquired lease
liability at the present value of the remaining lease payments, as if the acquired lease were
a new lease at the acquisition date. The right-of-use asset is measured at acquisition at the
same amount as the lease liability, adjusted to reflect favourable or unfavourable terms
of the lease when compared with market terms. Upon lease commencement the Group
recognises a right-of-use asset and a lease liability.
Initial measurement: The right-of-use asset is initially measured at cost, which comprises
the initial amount of the lease liability adjusted for any lease payments made at or
before the commencement date, plus any initial direct costs incurred and an estimate
of costs to dismantle and remove the underlying asset or to restore the underlying asset
or the site on which it is located, less any lease incentives received. The lease liability is
initially measured at the present value of the lease payments payable over the lease
term, discounted at the rate implicit in the lease if that can be readily determined. If
that rate cannot be readily determined, the Group uses the incremental borrowing rate.
Variable lease payments that depend on an index or a rate are included in the initial
measurement of the lease liability and are initially measured using the index or rate as at
the commencement date. Amounts expected to be payable by the lessee under residual
value guarantees are also included. Variable lease payments that are not included in the
measurement of the lease liability are recognised in profit or loss in the period in which
the event or condition that triggers payment occurs, unless the costs are included in the
carrying amount of another asset under another accounting standard.
Subsequent measurement: After lease commencement, the Group measures right-of-use
assets using a cost model. Under the cost model a right-of-use asset is measured at
cost less accumulated depreciation and accumulated impairment. The lease liability is
subsequently remeasured to reflect changes in: the lease term (using a revised discount
rate), the assessment of a purchase option (using a revised discount rate), the amounts
expected to be payable under residual value guarantees (using an unchanged discount
rate), future lease payments resulting from a change in an index or a rate used to
determine those payments (using an unchanged discount rate). The remeasurements are
matched by adjustments to the right-of-use asset. Lease modifications may also prompt
remeasurement of the lease liability unless they are determined to be separate leases.
Depreciation
The right-of-use asset is subsequently depreciated using the straight-line method from
the commencement date to the earlier of the end of the useful life of the right-of-use
asset or the end of lease term. The estimated useful lives of right-of-use assets are
determined on the same basis as those of property, plant and equipment.
Financial Statements
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149
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2025
9 Property, plant and equipment continued
Land and Plant and Fixtures and Motor Work in
£m buildings equipment fittings
vehicles
Tooling
progress
Total
Cost
Balance at 1 January 2024
15.5
18.7
2.4
0.2
11.0
1.7
49.5
Acquired
2.6
0.7
0.2
—
0.7
0.2
4.4
Additions
1.8
1.5
0.3
0.1
1.3
—
5.0
Disposals
—
(0.2)
—
(0.1)
(0.3)
(0.1)
(0.7)
Transfers
—
—
—
—
(0.5)
(0.1)
(0.6)
Effect of movements in foreign exchange
(0.1)
(0.2)
—
—
(0.1)
—
(0.4)
Balance at 31 December 2024
19.8
20.5
2.9
0.2
12.1
1.7
57.2
Additions
0.7
2.1
0.5
—
2.4
(0.1)
5.6
Disposals
—
(0.4)
—
—
(0.2)
(0.1)
(0.7)
Effect of movements in foreign exchange
(0.4)
(0.3)
—
—
(0.2)
—
(0.9)
Balance at 31 December 2025
20.1
21.9
3.4
0.2
14.1
1.5
61.2
Financial Statements
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150
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2025
9 Property, plant and equipment continued
Land and Plant and Fixtures and Motor Work in
£m buildings equipment fittings
vehicles
Tooling
progress
Total
Depreciation
Balance at 1 January 2024
6.1
12.3
2.1
0.2
8.8
—
29.5
Depreciation charge for the year
0.6
1.8
0.1
—
1.3
—
3.8
Disposals
—
(0.2)
—
—
(0.2)
—
(0.4)
Transfers
—
—
—
—
(0.1)
—
(0.1)
Effect of movements in foreign exchange
(0.1)
(0.1)
—
—
(0.1)
—
(0.3)
Balance at 31 December 2024
6.6
13.8
2.2
0.2
9.7
—
32.5
Depreciation charge for the year
0.7
2.0
0.2
—
1.5
—
4.4
Disposals
—
(0.4)
—
—
(0.2)
—
(0.6)
Effect of movements in foreign exchange
(0.1)
(0.2)
—
—
(0.2)
—
(0.5)
Balance at 31 December 2025
7.2
15.2
2.4
0.2
10.8
—
35.8
Net book value
At 1 January 2024
9.4
6.4
0.3
—
2.2
1.7
20.0
At 31 December 2024
13.2
6.7
0.7
—
2.4
1.7
24.7
At 31 December 2025
12.9
6.7
1.0
—
3.3
1.5
25.4
Financial Statements
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151
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2025
9 Property, plant and equipment continued
The carrying values of the following right-of-use assets:
Land and Plant and Motor
£m buildings equipment
vehicles
Total
Cost
Balance at 1 January 2024
11.0
1.0
1.1
13.1
Acquired
2.7
0.2
0.1
3.0
Additions
1.5
0.2
0.2
1.9
Disposals
(0.2)
—
—
(0.2)
Transfers
—
—
(0.1)
(0.1)
Effects of movements in foreign
exchange
(0.1)
—
—
(0.1)
Balance at 31 December 2024
14.9
1.4
1.3
17.6
Additions
4.4
0.1
0.3
4.8
Disposals
(3.1)
(0.1)
(0.3)
(3.5)
Balance at 31 December 2025
16.2
1.4
1.3
18.9
Land and Plant and Motor
£m buildings equipment
vehicles
Total
Depreciation
Balance at 1 January 2024
4.3
0.6
0.6
5.5
Depreciation charge for the year
2.1
0.3
0.3
2.7
Disposals
(0.2)
—
(0.1)
(0.3)
Balance at 31 December 2024
6.2
0.9
0.8
7.9
Depreciation charge for the year
2.4
0.4
0.3
3.1
Disposals
(1.9)
(0.1)
(0.3)
(2.3)
Balance at 31 December 2025
6.7
1.2
0.8
8.7
Net book value
At 1 January 2024
6.7
0.4
0.5
7.6
At 31 December 2024
8.7
0.5
0.5
9.7
At 31 December 2025
9.5
0.2
0.5
10.2
Financial Statements
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152
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2025
10 Intangible assets
Accounting policy
Goodwill
Goodwill arising on acquisition represents the excess of the cost of acquisition over the
share of the aggregate fair value of identifiable net assets (including intangible assets)
of a business or a subsidiary at the date of acquisition. All material intangible fixed assets
obtained on acquisition have been recognised separately in the financial statements.
Goodwill is initially recognised as an asset and allocated to cash-generating units or
groups of cash-generating units that are expected to benefit from the synergies of the
combination and is then reviewed at least annually for impairment. Any impairment
is recognised immediately in the income statement and is not reversed. Goodwill is
accordingly stated in the balance sheet at cost less any provisions for impairment in value.
Development costs
Expenditure on research activities is recognised as an expense in the period in which it
is incurred.
An internally generated intangible asset arising from the Group’s development of new
and enhanced products is recognised only if all of the following conditions are met:
• An asset is created that can be identified (such as product designs and new processes)
• The costs of developing this asset can be measured reliably
• The technical feasibility of completing the intangible asset so that it will be available
for use or sale
• Its intention to complete the intangible asset and use or sell it
• How the intangible asset will generate probable future economic benefits. Among
other things, the entity can demonstrate the existence of a market for the output of
the intangible asset or the intangible asset itself or, if it is to be used internally, the
usefulness of the intangible asset
• The availability of adequate technical, financial and other resources to complete the
development and to use or sell the intangible asset
Where no internally generated intangible asset can be recognised, the expenditure is
recognised as an expense in the period in which it is incurred. The Group has not included
any borrowing costs within capitalised development costs.
Customer relationships and tradenames and brands
A fair value exercise which was conducted following the acquisition of Kingfisher Lighting,
DW Windsor, Sync Energy, D-Line and CMD identified customer relationship and
tradename intangible assets that met the criteria for separate recognition under IFRS.
Other intangible assets
Expenditure on internally generated goodwill and brands is recognised in the
Consolidated Income Statement as an expense as incurred. Other intangible assets that
are acquired by the Group are stated at cost less accumulated amortisation and less
accumulated impairment losses.
Amortisation
Amortisation is charged to administrative expenses in the Consolidated Income
Statement on a straight-line basis over the estimated useful lives of internally generated
intangible assets. Other internally generated intangible assets are amortised from the
date they are available for use. The estimated useful lives are as follows:
Patents and trademarks 10 years
Capitalised development costs 5 to 7 years
Customer relationships 2 to 12 years
Tradenames and brands 5 to 15 years
Business combinations
The acquisition of subsidiaries is accounted for using the acquisition method. The
cost of the acquisition is measured at the aggregate of the fair values, at the date of
exchange, of assets given, liabilities incurred or assumed, and equity instruments issued
by the Group in exchange for control of the acquisition. Acquisition costs incurred are
expensed. The acquired identifiable assets, liabilities and contingent liabilities that meet
the conditions for recognition are recognised at their fair value at the date of acquisition,
except for non-current assets that are classified as held for resale in accordance with IFRS
5 Non-Current Assets Held for Sale and Discontinued Operations, which are recognised
and measured at fair value less costs to sell.
Goodwill arising on acquisition is recognised as an asset and initially measured at cost,
being the excess of the cost of the business combination over the Group’s interest in the
net fair value of the identifiable assets, liabilities and contingent liabilities recognised. If,
after the assessment, the Group’s interest in the net fair value of the acquired identifiable
assets, liabilities and contingent liabilities exceeds the cost of the business combination,
the excess is recognised immediately in the Consolidated Income Statement.
Financial Statements
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153
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2025
10 Intangible assets continued
Development Customer Tradenames
£m
Goodwill
Patents
 costs
relationships
Software
and brands
Total
Cost
Balance at 1 January 2024
26.3
0.6
9.3
8.8
—
3.8
48.8
Acquisitions through business combinations
14.0
—
2.1
7.0
—
2.6
25.7
Additions
—
—
1.9
—
1.0
—
2.9
Disposals
—
—
(1.3)
—
—
—
(1.3)
Transfers
—
—
0.6
—
—
—
0.6
Balance at 31 December 2024
40.3
0.6
12.6
15.8
1.0
6.4
76.7
Additions
—
—
2.7
—
0.4
—
3.1
Disposals
—
—
(0.6)
—
—
—
(0.6)
Balance at 31 December 2025
40.3
0.6
14.7
15.8
1.4
6.4
79.2
Amortisation
Balance at 1 January 2024
—
0.5
3.4
3.8
—
1.0
8.7
Amortisation for the year
—
—
2.0
1.1
0.1
0.5
3.7
Disposals
—
—
(0.9)
—
—
—
(0.9)
Transfers
—
—
0.1
—
—
—
0.1
Balance at 31 December 2024
—
0.5
4.6
4.9
0.1
1.5
11.6
Amortisation for the year
—
—
2.4
2.0
0.1
0.6
5.1
Disposals
—
—
(0.6)
—
—
—
(0.6)
Balance at 31 December 2025
—
0.5
6.4
6.9
0.2
2.1
16.1
Net book value
At 1 January 2024
26.3
0.1
5.9
5.0
—
2.8
40.1
At 31 December 2024
40.3
0.1
8.0
10.9
0.9
4.9
65.1
At 31 December 2025
40.3
0.1
8.3
8.9
1.2
4.3
63.1
Financial Statements
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154
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2025
10 Intangible assets continued
Impairment testing for cash-generating units containing goodwill
In accordance with the requirements of IAS 36 Impairment of Assets, goodwill is allocated
to the Group’s CGUs. The Group annually tests the CGUs for impairment. The Group’s total
consolidated goodwill of £40.3m at 31 December 2025 is allocated as follows:
Goodwill
£m
2025
2024
Portable Power
8.9
8.9
Wiring Accessories
8.6
8.6
LED Lighting
9.5
9.5
DW Windsor
6.2
6.2
D-Line
0.7
0.7
CMD
6.4
6.4
40.3
40.3
Each CGU is assessed for impairment annually. There have been no impairment indicators
in the year for any of the CGUs.
As part of the annual impairment test review, the carrying value of goodwill has been
assessed with reference to value-in-use over a projected period of five years together
with a terminal value. This reflects the projected cash flows of each CGU based on the
actual operating results, the most recent Board-approved budget, strategic plans and
management projections.
Key assumptions for all CGUs impairment assessment are as follows:
Revenue growth years 2026 to 2030, gross margin and operating profit margin:
The Board-approved corporate plan for 2026 has been used as the basis of the first year
of the calculation, with years two to five based off the five-year strategic plan which was
reviewed by the Board at the end of 2025. The growth rates are individually derived by
channel and then blended to form an overall growth rate by the CGUs.
Long-term growth rate (beyond 2030): Growth rates for the period beyond 2030 are
assumed to be 2.0% (2024: 2.0%), which is considered to be a conservative assessment of
long-term market trends for these CGUs which aligns to the long-term UK GDP rate.
Discount rate: The cash flow projections have been discounted to present value using the
Group’s weighted average cost of capital (which approximates by reference to the industry
peer group of quoted companies), adjusted for economic and CGU-specific risk factors
including markets and size of business.
The impairment review calculations are based upon anticipated discounted future
cash flows. All CGUs have sufficient headroom and the Directors do not foresee that
any reasonable or possible changes to the key operating assumptions are sufficient to
generate a different outcome to the impairment calculations undertaken. The pre-tax rates,
reflecting factors such as different geographies, expected technological change and growth
opportunity risk, have been used for each CGU as follows:
%
2025
2024
Portable Power
13.1
12.5
Wiring Accessories
13.4
12.7
LED Lighting
13.3
12.5
DW Windsor
13.4
12.7
D-Line
13.4
12.7
CMD
14.5
—
1
1. Utilised fair value less costs of disposal (“FVLCOD”) for the purposes of estimating the recoverable value
since CMD was acquired in September 2024.
Sensitivity of results to changes in assumptions
Whilst management believe the assumptions are realistic, it is possible that impairment
would be identified if any of the above key assumptions were changed significantly. For
instance, factors which could cause an impairment are: significant underperformance
relative to the forecast results, changes to the way the assets are used or changes to the
strategy for the business and a material and unexpected deterioration in the UK economy.
The Group has also considered the impact of climate change on impairment, however given
the products the Group sells and our strategy, this is a revenue opportunity for the Group.
The following specific individual sensitivities of reasonable change have been considered for
each CGU, resulting in the carrying amount not exceeding the recoverable amount for each
CGU: a 10% increase in unlevered beta, a 200 basis point increase in the discount factor, a
growth rate of 1% for the periods after 2030, a 10% reduction in cash flows forecast over the
next five years in the Group’s strategic plan.
Financial Statements
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155
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2025
10 Intangible assets continued
Recoverability of DW Windsor goodwill
The excess of DW Windsor recoverable amount over its carrying value is £8.8m
(2024: £2.8m). Approximately 75% (2024: 80%) of the recoverable amount is in the
terminal value, therefore the calculation of recoverable amount is sensitive to changes in
assumptions. Therefore, further information is provided on this impairment test.
The key assumptions used by management for DW Windsor in setting the financial
budgets for the initial five-year period were as follows:
Forecast sales growth rates for years 2026 to 2030: Forecast sales growth rates are based
on expectations of recovery in the infrastructure markets in which DW Windsor operates,
supported by strategic initiatives being implemented by management, this follows a
decline in the infrastructure market in the last two years and our market insight expects a
recovery in this market. A small 1.4% growth is forecast in 2026 sales and the CAGR of the
two to five-year sales forecast is 5.1% (2024: 5.7%).
Gross margin and operating profit margin: These are forecast based on recent experience
of actual margins, adjusted for the impact of changes to product cost and cost-saving
initiatives.
Long-term growth rate and discount rate: These have been prepared as explained on
the previous page.
Due to uncertainty surrounding the sector’s return to growth, the Directors modelled a
reasonably possible change of a CAGR in forecast years one to five of 1% and this would
result in a headroom reduction of £3.4m but no impairment. The Directors do not consider
that the relevant changes in the revenue assumption would have a consequential impact
on other key assumptions. However, it is possible that the reduction in revenue required to
reduce the carrying value to £nil would be lower if gross/operating profit margins are lower
than forecast.
The Directors do not consider that any reasonably possible changes to any of the key
assumptions would reduce the value-in-use to its carrying value.
Although not required by the accounting standard, additional sensitivity analysis is provided
to illustrate the general sensitivity of the value-in-use calculation to assumption changes:
a 1% increase in discount rate reduces the headroom by £2.9m and a 0.1% decrease in the
long-term growth rate reduces the headroom by £0.4m.
11 Investments
Accounting policy
Investments are accounted for in line with IFRS 9. The Group subsequently measures all
equity investments at fair value. Where the Group’s management has elected to present
fair value gains and losses on equity investments in Other Comprehensive Income
(“OCI”), there is no subsequent reclassification of fair value gains and losses to profit or
loss following the derecognition of the investment. Dividends from such investments
continue to be recognised in profit or loss as other income when the Group’s right to
receive payments is established. Equity securities which are not held for trading, and
which the Group has irrevocably elected at initial recognition are recognised in this
category. These are strategic investments and the Group considers this classification to
be more relevant. The Group has elected to recognise changes in the fair value of certain
investments in equity securities in OCI. These changes are accumulated within the Fair
Value through Other Comprehensive Income (“FVOCI”) reserve within equity. The Group
transfers amounts from this reserve to retained earnings when the relevant equity
securities are derecognised.
During the period the Group divested from eEnergy Group plc for £1.9m in October 2025
– following investments in eEnergy Group plc for £1.7m in November 2023 and £0.3m
in January 2024. This incurred a £0.1m loss on disposal. The holding represented 10% of
eEnergy at 31 December 2024 and nil at 31 December 2025.
12 Deferred tax assets and liabilities
Accounting policy
Deferred tax is provided on temporary differences between the carrying amounts
of assets and liabilities for financial reporting purposes and the amounts used for
taxation purposes. The following temporary differences are not provided for: the initial
recognition of goodwill; the initial recognition of assets or liabilities that affect neither
accounting nor taxable profit other than in a business combination; and differences
relating to investments in subsidiaries to the extent that they will probably not reverse
in the foreseeable future. The amount of deferred tax provided is based on the expected
manner of realisation or settlement of the carrying amount of assets and liabilities, using
tax rates enacted or substantively enacted at the balance sheet date.
A deferred tax asset is recognised only to the extent that it is probable that future
taxable profits will be available against which the temporary difference can be utilised.
Financial Statements
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156
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2025
12 Deferred tax assets and liabilities continued
Recognised deferred tax assets and liabilities are attributable to the following:
Assets
Liabilities
Net
£m
2025
2024
2025
2024
2025
2024
Property, plant and equipment
—
—
2.6
2.5
2.6
2.5
Intangible assets
—
—
2.9
4.0
2.9
4.0
Losses
(2.5)
(0.8)
—
—
(2.5)
(0.8)
Share-based payments
(1.2)
(1.0)
—
—
(1.2)
(1.0)
Financial assets and liabilities
(0.3)
(0.4)
—
—
(0.3)
(0.4)
Deferred tax liability/(asset)
(4.0)
(2.2)
5.5
6.5
1.5
4.3
The deferred tax asset movement in losses of £1.7m is made up of £1.5m of US trading losses recognised in the year and additional UK trading losses of £0.2m. The deferred tax liability
reduction of £1.0m results from changes in tangible and intangible asset timing differences. On the balance sheet, IAS 12 jurisdiction disclosure requirements result in disclosures of a
deferred tax asset of £1.6m, being £1.5m of US trading losses and £0.1m of short-term timing differences in China and a deferred tax liability of £3.1m relating to the UK. A deferred tax asset
has not been recognised on £0.9m of losses in Spain, where it is improbable that they can be offset against future profits. These losses do not expire.
Movement in deferred tax liability/(asset) during the year
Acquired
1 January during Recognised Recognised
31 December
£m 2025 the year in income
in equity
2025
Property, plant and equipment
2.5
—
0.1
—
2.6
Intangible assets
4.0
—
(1.1)
—
2.9
Losses
(0.8)
—
(1.7)
—
(2.5)
Share-based payments
(1.0)
—
(0.2)
—
(1.2)
Financial assets and liabilities
(0.4)
—
0.1
—
(0.3)
4.3
—
(2.8)
—
1.5
Movement in deferred tax (asset)/liability during the prior year
Acquired
1 January during Recognised Recognised
31 December
£m 2024 the year in income
in equity
2024
Property, plant and equipment
1.6
0.7
0.2
—
2.5
Intangible assets
2.0
3.1
(1.1)
—
4.0
Losses
(1.1)
—
0.3
—
(0.8)
Share-based payments
(1.0)
—
(0.2)
0.2
(1.0)
Financial assets and liabilities
(0.4)
—
—
—
(0.4)
1.1
3.8
(0.8)
0.2
4.3
Financial Statements
Luceco plcAnnual Report and Financial Statements 2025
157
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2025
13 Inventories
Accounting policy
Inventories are stated at the lower of cost and net realisable value. Cost includes
expenditure incurred in acquiring the inventories, production or conversion costs and
other costs in bringing them to their existing location and condition. In the case of
manufactured inventories, cost includes an appropriate share of overheads based on
normal operating capacity.
Provision is made for slow-moving and obsolete stock by comparing the stock holding
against the product sales for the financial year and applying a provision which is based
on an estimation of the likely sales price with reference to the stock category.
£m
2025
2024
Raw materials
10.7
8.2
Work in progress
1.8
1.2
Finished goods
49.3
44.4
61.8
53.8
In 2025, inventories of £144.0m (2024: £138.0m) were recognised as an expense during the
year and are included in “cost of sales”.
Write-downs and reversals are included in “cost of sales”. During the current year, there
is a net credit of £0.7m related to the movement in the stock provision (2024: net debit of
£0.5m) which is included in the cost of sales.
14 Trade and other receivables
Accounting policy
Trade and other receivables are recognised initially at fair value. Subsequent to initial
recognition they are measured at amortised cost using the effective interest method,
less any impairment losses.
£m
2025
2024
Trade receivables
78.4
76.4
Prepayments and other receivables
5.0
3.7
83.4
80.1
The table on the following page provides information about the exposure to credit risk and
expected credit losses for trade receivables as at 31 December 2025. The loss amount has
reduced year-on-year due to a decrease in the loss rate overall and a lower loss experience
rate in the lower age categories. Of the £78.4m (2024: £76.4m) of trade receivables balance,
£2.2m (2024: £1.7m) relates to credit note and settlement provisions, £0.8m (2024: £1.1m)
relates to the credit loss provision with a gross trade receivable of £81.4m (2024: £79.2m).
Financial Statements
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158
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2025
14 Trade and other receivables continued
31 December 2025
1 January 2025
Loss rate Gross debtor Loss amount Loss rate Gross debtor Loss amount
Age overdue (days) (%) (£k) (£k) (%) (£k) (£k)
Current
0.50%
71,520
358
1.05%
68,705
721
0-30
0.32%
5,961
19
2.45%
7,109
174
30-60
0.25%
1,703
4
2.27%
2,193
50
60-90
0.25%
341
1
6.95%
66
5
90-120
3.85%
537
21
6.46%
753
49
120+
29.57%
1,300
384
38.29%
346
132
Total
0.97%
81,362
787
1.43%
79,172
1,131
15 Cash and cash equivalents
£m
2025
2024
Current cash balances
3.3
4.1
16 Interest-bearing loans and borrowings
This note provides information about the contractual terms of the Group’s interest-bearing loans and borrowings, which are measured at amortised cost. For more information about the
Group’s exposure to interest rate and foreign currency risk, see note 20 of the consolidated financial statements.
£m
2025
2024
Non-current liabilities
Revolving credit facility
51.3
70.5
Overdrafts
3.9
1.5
55.2
72.0
Terms and debt repayment schedule
Carrying Carrying
Nominal Maturity
Face value
1
amount
1
Face value
1
amount
1
£m
Currency
 interest rate date 2025 2025 2024 2024
Revolving credit facility
GBP
1.85% + SONIA
May 2028
51.3
51.3
70.5
70.5
Overdrafts
GBP
1.85% + base rate
May 2028
3.9
3.9
1.5
1.5
55.2
55.2
72.0
72.0
1. For more information on fair value/carrying value assessment, see note 20 of the consolidated financial statements.
Bank loans are secured by a fixed and floating charge over the assets of the Group. At 31 December 2025, undrawn facilities were £68.7m (2024: £54.3m). The Company secured banking
facilities on 21 May 2025 for £120m, expiring on 21 May 2028, but has the optionality of extending by a further two years to 21 May 2030. Nominal interest rate in the above table is calculated
based on the 31 December 2025 bank leverage ratio.
Financial Statements
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159
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2025
16 Interest-bearing loans and borrowings continued
£m
2025
2024
Net debt as at 31 December represented by:
Revolving credit facility
51.3
70.5
Overdrafts
3.9
1.5
Cash and cash equivalents
(3.3)
(4.1)
Finance leases – pre-IFRS 16
0.4
0.7
Bank Net Debt
52.3
68.6
Finance leases – post-IFRS 16
7.6
6.5
Net debt
59.9
75.1
Finance
£m
Cash
Borrowings
leases
Total
Net debt movement:
As at 1 January 2025
(4.1)
72.0
7. 2
75.1
(Inflow)/outflow
0.7
(17.2)
(2.8)
(19.3)
Non-cash movements
0.1
0.4
3.6
4.1
As at 31 December 2025
(3.3)
55.2
8.0
59.9
Finance
£m
Cash
Borrowings
leases
Total
Net debt movement:
As at 1 January 2024
(4.6)
22.3
5.1
22.8
Cash (in)/outflow
0.4
49.5
(2.7)
47. 2
Non-cash movements
0.1
0.2
4.8
5.1
As at 31 December 2024
(4.1)
72.0
7.2
75.1
Financial Statements
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160
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2025
17 Other financial liabilities and provisions
Accounting policy
The Group has leases for the main warehouse and related facilities, offices and
production building, plant and machinery, some IT equipment and some vehicles. With
the exception of short-term leases and leases of low-value underlying assets, each lease
is reflected on the balance sheet as a right-of-use asset and a lease liability. Variable
lease payments which do not depend on an index or a rate (such as lease payments
based on a percentage of Group sales) are excluded from the initial measurement of
the lease liability and asset. The Group classifies its right-of-use assets in a consistent
manner to its property, plant and equipment (see note 9). Leases of vehicles and IT
equipment are generally limited to a lease term of three to five years. Leases of property
generally have a lease term ranging from three years to seven years. Lease payments are
generally fixed other than for property leases where rentals are linked to annual changes
in an index (either RPI or CPI).
Each lease generally imposes a restriction that, unless there is a contractual right for
the Group to sublet the asset to another party, the right-of-use asset can only be used
by the Group. Leases are either non-cancellable or may only be cancelled by incurring a
substantive termination fee. Some leases contain an option to purchase the underlying
leased asset outright at the end of the lease, or to extend the lease for a further term.
The Group is prohibited from selling or pledging the underlying leased assets as security.
For leases over office buildings and factory premises the Group must keep those
properties in a good state of repair and return the properties in their original condition
at the end of the lease. Further, the Group must insure items of property, plant and
equipment and incur maintenance fees on such items in accordance with the lease
contracts. Warranty product provisions are for Sync Energy chargers and selected DW
Windsor LED products.
Provisions
Acquisition Warranty
Dilapidations contingent product
£m provisions provisions
provisions
Total
As at 1 January 2025
2.4
0.8
0.8
4.0
Addition/(reduction)
—
(0.1)
—
(0.1)
As at 31 December 2025
2.4
0.7
0.8
3.9
Finance lease
£m
2025
2024
Current liabilities
Lease liabilities
2.9
2.8
Non-current liabilities
Lease liabilities
5.1
4.4
Financial Statements
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161
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2025
17 Other financial liabilities and provisions continued
Finance lease liabilities
Finance lease liabilities are payable as follows:
Future minimum Present value of minimum
lease payments
Interest
 lease payments
£m
2025
2024
2025
2024
2025
2024
Less than one year
2.9
2.9
—
(0.1)
2.9
2.8
Between one and five years
6.0
5.0
(0.9)
(0.6)
5.1
4.4
8.9
7.9
(0.9)
(0.7)
8.0
7.2
Reconciliation of interest payments from cash flow
£m
2025
2024
Interest paid from leases under IFRS 16
0.3
0.2
Interest paid excluding interest from leases under IFRS 16
5.7
3.9
Interest paid per cash flow
6.0
4.1
18 Trade and other payables
Accounting policy
Trade and other payables comprise amounts outstanding for trade purchases and ongoing costs and are measured at amortised cost using the effective interest method. The Directors
consider that the carrying amount of trade payables approximates to their fair value. The Group has financial risk management policies in place to ensure that all payables are paid
within the credit timeframe.
£m
2025
2024
Current liabilities
Trade payables
37.2
27.6
Accrued expenses
1
27.7
22.7
Other payables
11.5
8.9
Trade and other payables
76.4
59.2
1. Includes £15.0m (2024: £11.9m) in relation to rebates.
Financial Statements
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162
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2025
19 Employee benefits
Defined contribution plans
Accounting policy
A defined contribution plan is a post-employment benefit plan under which the
Company pays fixed contributions into a separate entity and will have no legal or
constructive obligation to pay further amounts. Obligations for contributions to defined
contribution pension plans are recognised as an expense in the Consolidated Income
Statement in the periods during which services are rendered by employees.
The Group operates a number of defined contribution pension plans. UK-based employees
of the Group have the option to be members of a defined contribution pension scheme
managed by a third-party pension provider. For each employee who is a member of the
scheme, the Company will contribute a fixed percentage of each employee’s salary to
the scheme. The only obligation of the Group with respect to this scheme is to make the
specified contributions.
The total expense relating to these plans was £1.5m (2024: £1.3m).
20 Financial instruments
Accounting policy
Financial instruments issued by the Group are treated as equity only to the extent that
they meet the following two conditions:
a) They include no contractual obligations upon the Company (or Group as the case
may be) to deliver cash or other financial assets or to exchange financial assets
or financial liabilities with another party under conditions that are potentially
unfavourable to the Company (or Group)
b) Where the instrument will or may be settled in the Company’s own equity
instruments, it is either a non-derivative that includes no obligation to deliver a
variable number of the Company’s own equity instruments or is a derivative that
will be settled by the Company exchanging a fixed amount of cash or other financial
assets for a fixed number of its own equity instruments
To the extent that this definition is not met, the proceeds of issue are classified as
a financial liability. Where the instrument so classified takes the legal form of the
Company’s own shares, the amounts presented in these financial statements for
called-share capital and share premium account exclude amounts in relation to
those shares.
Where a financial instrument that contains both equity and financial liability
components exists, these components are separated and accounted for individually
under the above policy.
Derivative financial instruments
Derivative financial instruments are recognised at fair value. The gain or loss on
remeasurement to fair value is recognised immediately in the Consolidated Income
Statement. Remeasurements to fair value recognised immediately in the Consolidated
Income Statement are excluded from adjusted measurements as explained on page 130.
Non-derivative financial instruments
Non-derivative financial instruments comprise trade and other receivables, cash and
cash equivalents, loans and borrowings, and trade and other payables.
Trade and other receivables
Trade and other receivables are recognised initially at fair value. Subsequent to initial
recognition they are measured at amortised cost using the effective interest method,
less any impairment losses.
Trade and other payables
Trade and other payables are recognised initially at fair value. Subsequent to initial
recognition they are measured at amortised cost using the effective interest method.
Investments
Investments policy is note 11.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and short-term call deposits.
Interest-bearing borrowings
Interest-bearing borrowings are recognised initially at fair value less attributable
transaction costs. Subsequent to initial recognition, interest-bearing borrowings are
stated at amortised cost using the effective interest method, less any impairment
losses, so as to produce a constant rate of return over the period to the date of expected
redemption. In instances where the Company has an early redemption option, the term
over which financing costs are amortised is the period to the earliest date the option
can be exercised, unless there is no genuine commercial possibility that the option will
be exercised.
Financial Statements
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163
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2025
20 Financial instruments continued
Accounting policy continued
Impairment excluding inventories and deferred tax assets
The Company recognises loss allowances for expected credit losses (“ECLs”) on financial
assets measured at amortised cost, debt investments measured at FVOCI and contract
assets (as defined in IFRS 15).
The Company measures loss allowances at an amount equal to lifetime ECL, except
for other debt securities and bank balances for which credit risk (i.e. the risk of default
occurring over the expected life of the financial instrument) has not increased significantly
since initial recognition, which are measured as 12-month ECL.
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.
The Company considers a financial asset to be in default when:
• The borrower is unlikely to pay its credit obligations to the Company in full, without
recourse by the Company to actions such as realising security (if any is held); or
• The financial asset is more than 120 days past due and if we believe that it will default.
Lifetime ECLs are the ECLs that result from all possible default events over the expected
life of a financial instrument.
12-month ECLs are the portion of ECLs that result from default events that are possible
within the 12 months after the reporting date (or a shorter period if the expected life of the
instrument is less than 12 months).
The maximum period considered when estimating ECLs is the maximum contractual
period over which the Company is exposed to credit risk.
Measurement of ECLs
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.
Credit-impaired financial assets
At each reporting date, the Company assesses whether financial assets carried at
amortised cost and debt securities at FVOCI 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.
Write-offs
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.
An impairment loss in respect of a financial asset measured at amortised cost is calculated
as the difference between its carrying amount and the present value of the estimated
future cash flows discounted at the asset’s original effective interest rate. Interest on the
impaired asset continues to be recognised through the unwinding of the discount. When
a subsequent event causes the amount of impairment loss to decrease, the decrease in
impairment loss is reversed through the Consolidated Income Statement.
Non-financial assets
The carrying amounts of the Group’s non-financial assets, other than inventories and
deferred tax assets, are reviewed at each reporting date to determine whether there is
any indication of impairment. If any such indication exists, then the asset’s recoverable
amount is estimated. For goodwill, and intangible assets that have indefinite useful lives
or that are not yet available for use, the recoverable amount is estimated each year at the
same time.
The recoverable amount of an asset or cash-generating unit is the greater of its
value-in-use and its fair value less costs to sell. In assessing value-in-use, the estimated
future cash flows are discounted to their present value using a pre-tax discount rate that
reflects current market assessments of the time value of money and the risks specific to
the asset.
For the purpose of impairment testing, assets that cannot be tested individually are
grouped together into the smallest group of assets that generates cash inflows from
continuing use that are largely independent of the cash inflows of other assets or
groups of assets (“cash-generating unit” or “CGU”). The goodwill acquired in a business
combination, for the purpose of impairment testing, is allocated to groups of CGUs which
are expected to benefit from the synergies of the combination. Subject to an operating
segment ceiling test, for the purposes of goodwill impairment testing, CGUs to which
goodwill has been allocated are aggregated so that the level at which impairment is
tested reflects the lowest level at which goodwill is monitored for internal reporting
purposes.
An impairment loss is recognised if the carrying amount of an asset or its CGU exceeds
its estimated recoverable amount. Impairment losses are recognised in the Consolidated
Income Statement. Impairment losses recognised in respect of CGUs are allocated first to
reduce the carrying amount of any goodwill allocated to the units, and then to reduce the
carrying amounts of the other assets in the unit (group of units) on a pro-rata basis.
Financial Statements
Luceco plcAnnual Report and Financial Statements 2025
164
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2025
20 Financial instruments continued
Financial risk management
Overview
The Group has exposure to the following risks arising from financial instruments:
• Credit risk
• Liquidity risk
• Market risk
This note presents information about the Group’s exposure to each of the above risks,
the Group’s objectives, policies and processes for measuring and managing risk, and the
Group’s management of capital.
Risk management framework
The Board has overall responsibility for the establishment and oversight of the Group’s risk
management framework.
The Group’s risk management policies are established to identify and analyse the risks
faced by the Group, to set appropriate risk limits and controls, and to monitor risks and
adherence to limits. Risk management policies and systems are reviewed regularly to reflect
changes in market conditions and the Group’s activities. The Group, through its training and
management standards and procedures, aims to develop a disciplined and constructive
control environment in which all employees understand their roles and obligations.
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.
Exposure to credit risk
The carrying amount of financial assets and liabilities represents the maximum credit
exposure. The exposure to credit risk at the reporting date was as follows:
Carrying amount
£m
2025
2024
Trade receivables
78.4
76.4
Cash and cash equivalents
3.3
4.1
Financial assets measured at fair value through profit or loss
1.1
0.4
82.8
80.9
Trade receivables
The Group’s exposure to credit risk is influenced mainly by the individual characteristics of
each customer. Management also considers the demographics of the Group’s customer
base, including the default risk of the industry and country in which customers operate, as
these factors may have an influence on credit risk.
The Group has established a credit policy under which each new customer is analysed
individually for creditworthiness before standard payment and delivery terms and
conditions are offered. The Group’s review includes external ratings, when available, and
in some cases bank references. Purchase limits are established for each customer and are
reviewed regularly. Customers that fail to meet the Group’s benchmark creditworthiness
may transact with the Group only on a prepayment basis.
All significant Group customers have been transacting with the Group for over three years
and, whilst this creates a concentration of credit risk, no impairment losses have been
recognised against these customers. In monitoring customer credit risk, customers are
grouped according to their characteristics, including whether they are an independent or
major multi-national company, geographic location, industry, ageing profile, maturity and
existence of previous financial difficulties.
As at 31 December 2025, the Group had an allowance for impairment of £0.8m (2024: £1.1m).
The maximum exposure to credit risk for trade receivables at the reporting date by
geographic region was as follows:
Carrying amount
£m
2025
2024
Europe
68.6
67.0
Rest of World
9.8
9.4
78.4
76.4
Of this total balance, £21.2m is with our largest customer.
Cash and cash equivalents
The Group held cash of £3.3m at 31 December 2025 (2024: £4.1m), which represents its
maximum credit exposure on these assets. There are no cash equivalents in the year. Cash
and cash equivalents are held with bank and financial institution counterparties, which are
rated “A” to “AA–” based on rating agency ratings.
Financial Statements
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165
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2025
20 Financial instruments continued
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations
associated with its financial liabilities that are settled by delivering cash or another financial
asset. 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, both under normal and
stressed conditions, without incurring unacceptable losses or risking damage to the Group’s
reputation. It has access to a number of sources of finance to manage its liquidity risk.
The following are the contractual maturities of financial liabilities excluding the impact of
netting agreements.
Carrying Within 1-2 2-5
31 December 2024 (£m) amount 1 year years years
Financial liabilities
Revolving credit facility
70.5
—
70.5
—
Overdraft
1.5
—
1.5
—
Financial liabilities measured at fair
value through profit or loss
1.4
1.2
0.2
—
Finance leases
7.2
2.8
2.8
1.6
Trade payables
27.6
27.6
—
—
108.2
31.6
75.0
1.6
Carrying Within 1-2 2-5
31 December 2025 (£m) amount 1 year years years
Financial liabilities
Revolving credit facility
51.3
—
—
51.3
Overdraft
3.9
—
—
3.9
Financial liabilities measured at fair
value through profit or loss
0.7
0.2
—
0.5
Finance leases
8.0
2.9
2.1
3.0
Trade payables
37.2
37.2
—
—
101.1
40.3
2.1
58.7
Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates and
interest rates, will affect the Group’s income. The objective of market risk management is to
manage and control market risk exposures within acceptable parameters, while optimising
the return.
Interest rate risk
The Group adopts a policy of monitoring its exposure to changes in interest rates on
borrowings to ensure that likely changes do not constitute a material risk to the profitability
of the Group.
The Group has entered into swaps to fix the interest rate applicable to approximately 60%
of its borrowings on a rolling three-year basis, resulting in an effective interest rate of 8.0%
(subject to small changes driven by the impact of debt leverage on lending margin in the
future). 30% of our borrowing remains at floating interest rates.
For the year ended 31 December 2025, a change of 100 basis points in interest rates would
have increased/(decreased) profit or loss by the amounts shown below. This analysis
assumes that all other variables, in particular foreign currency rates, remain constant.
Profit or loss
100bps 100bps
£m increase decrease
31 December 2025
Variable rate instruments
(0.3)
0.3
Cash flow sensitivity (net)
(0.3)
0.3
31 December 2024
Variable rate instruments
(0.2)
0.2
Cash flow sensitivity (net)
(0.2)
0.2
The Group’s capital structure policy is to ensure Bank Net Debt remains in a range of 1.0 to
2.0 times Bank EBITDA (the definition of the adjustments made and reconciliations to the
reported figures can be found in note 1 of the consolidated statements on pages 136 to 143).
Equity price risk
No equity securities held at the 31 December 2025.
Financial Statements
Luceco plcAnnual Report and Financial Statements 2025
166
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2025
20 Financial instruments continued
Currency risk
The Group is exposed to currency risk on the following transactions:
• Sales and purchases by a Group company in a currency other than its functional currency
• Flows arising from the servicing of the Group’s debt under foreign currency
The Group is also exposed to fluctuations in exchange rates in the translation of net assets and profits earned by its subsidiaries overseas. These profits are translated at average exchange
rates for the year, which is an approximation to the rates at the date of the transaction.
In respect of other monetary assets and liabilities denominated in foreign currencies, the Group’s policy is to ensure that its net exposure is kept to an acceptable level by buying or selling
forward.
Exposure to currency risk
The table below shows the extent to which the Group had monetary assets and liabilities denominated in currencies with third parties other than the local currency of the Company in
which they are recorded:
2025
2024
£m
RMB
USD
EUR
RMB
USD
EUR
Trade receivables
—
21.2
2.4
—
24.3
2.2
Bank facilities
—
—
—
1.4
0.3
—
Trade payables
(6.4)
(0.8)
(0.4)
(5.7)
(1.3)
(0.3)
Net statement of financial position exposure
(6.4)
20.4
2.0
(4.3)
23.3
1.9
The following significant exchange rates were applied during the year:
Average rate
Reporting date spot rate
£m
2025
2024
2025
2024
USD
1.32
1.28
1.35
1.25
EUR
1.17
1.18
1.15
1.21
RMB
9.47
9.20
9.41
9.15
Financial Statements
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167
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2025
20 Financial instruments continued
Sensitivity analysis
A strengthening/(weakening) of sterling, as indicated below, against the US dollar and RMB
at 31 December would have increased/(decreased) equity and profit or loss by the amounts
shown below. This quantifies the impact of a change in value of assets and liabilities
denominated in a currency other than the functional currency of that business unit. This
analysis is based on foreign currency exchange rate variances that the Group considered to
be reasonably possible at the reporting date. The analysis assumes that all other variables,
in particular interest rates, remain constant and ignores any impact of forecasted sales and
purchases. The analysis is performed on the same basis for 2024, as indicated below.
£m
Equity
Profit/(loss)
31 December 2025
GBP strengthens against the USD by 10%
(1.9)
(1.9)
GBP strengthens against the EUR by 10%
(0.2)
(0.2)
GBP strengthens against the RMB by 10%
0.6
0.6
31 December 2024
GBP strengthens against the USD by 10%
(2.1)
(2.1)
GBP strengthens against the EUR by 10%
(0.2)
(0.2)
GBP strengthens against the RMB by 10%
0.4
0.4
A weakening of sterling against the above currencies at 31 December would have had the
equal but opposite effect on the above currencies to the amounts shown above, on the
basis that all other variables remain constant.
The Group holds financial derivative instruments to manage the currency risks on USD and
RMB used to transact the current and future settlement of monetary assets and liabilities.
Accounting classifications and fair values
Fair values versus carrying amounts
The following assets’ and liabilities’ carrying values meet the definition of financial
instruments and are classified according to the following categories:
£m
2025
2024
Assets carried at amortised cost:
Trade receivables
78.4
76.4
Cash and cash equivalents
3.3
4.1
Assets carried at fair value:
Financial assets measured at fair value through profit or loss
1.1
0.4
Financial assets measured at fair value through OCI
—
1.8
Financial assets
82.8
82.7
Liabilities carried at amortised cost:
Revolving credit facility
51.3
70.5
Overdrafts
3.9
1.5
Finance leases
8.0
7.2
Trade payables
37.2
27.6
Liabilities carried at fair value:
Financial liabilities measured at fair value through profit or loss
0.7
1.4
Financial liabilities
101.1
108.2
The fair value of financial assets and liabilities that are held at amortised cost are considered
to be the same as the carrying amounts for the Group.
For trade and other receivables/payables with a remaining life of less than one year, the
carrying amount is deemed to reflect the fair value. For cash and cash equivalents, the
amount reported on the Consolidated Balance Sheet approximates to fair value. For
borrowing at floating rates, the carrying value is deemed to reflect the fair value as it is
considered to represent the price of the instrument in the marketplace. For borrowing at
fixed rates, the fair values are considered to be the same as the carrying amount reported
on the Consolidated Balance Sheet due to the frequent updating of these funding facilities
in a competitive market.
Financial Statements
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168
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2025
20 Financial instruments continued
Accounting classifications and fair values continued
Fair values versus carrying amounts continued
The table below analyses financial instruments into a fair value hierarchy based on the
valuation technique used to determine fair value.
• Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities
• Level 2: inputs other than quoted prices included within Level 1 that are observable for
the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)
• Level 3: inputs for the asset or liability that are not based on observable market data
(unobservable inputs)
The only Level 1 instruments were in 2024 for financial asset investments measured at fair
value through OCI.
The only Level 2 instruments for 2025 are financial (liabilities)/assets measured at fair value
through profit or loss, which relate to forward exchange contracts and interest rate swaps.
The fair value (liability)/asset is shown below:
Fair value
£m
hierarchy
2025
2024
Financial assets measured at fair value
through OCI
Level 1
—
1.8
Currency hedging financial assets/(liabilities)
measured at fair value through profit or loss
Level 2
0.9
(0.9)
Interest swaps financial (liabilities) measured
at fair value through profit or loss
Level 2
(0.5)
(0.1)
At 31 December 2025, undrawn facilities were £68.7m (2024: £54.3m).
21 Capital management
The Group’s primary capital resources comprise share capital, bilateral bank facilities and
operating cash flow.
The core debt requirements of the Group are met via a £120.0m revolving credit facility.
The Board’s policy is to maintain a strong capital base to maintain market confidence
and sustain the development of the business, whilst maximising the return on capital to
the Group’s shareholders. The Group’s strategy will be to maintain facilities appropriate to
the working requirements of the Group, to grow organically and through acquisition and
service its debt requirements through cash flow generation.
The Group has set the following capital structure policies:
• Maintain a Bank Net Debt : Bank EBITDA (“Leverage Ratio”) within a target range of 1.0
to 2.0 : 1, averaging 1.5 across each economic cycle
• Maintain Bank EBITDA : Adjusted Net Finance Expense (“Interest Cover Ratio”) of at least
4.0 : 1
• Apply a progressive dividend policy, with a payout rate of 40%-60% of adjusted earnings
• Provided it is in compliance with its Leverage Ratio, Interest Cover Ratio and dividend
policies, the Company will reinvest cash generated by the business in organic and
acquisitive growth opportunities that it believes will generate long-term shareholder
value. If insufficient opportunities are available to reinvest cash in this way, the Company
will seek ways to return surplus cash to shareholders in order to maintain its Leverage
Ratio policy
The Bank Net Debt to Bank EBITDA ratio is calculated in accordance with the Group’s loan
agreements, as follows:
£m
2025
2024
Bank EBITDA (see note 1)
45.0
41.7
Bank Net Debt (see note 16)
52.3
68.6
Bank Net Debt : Bank EBITDA
1.2
1.6
Financial Statements
Luceco plcAnnual Report and Financial Statements 2025
169
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2025
21 Capital management continued
The Bank EBITDA : Net Finance Expense ratio is calculated as follows:
£m
2025
2024
Bank EBITDA (see note 1)
45.0
41.7
Adjusted Net Finance Expense (see note 1)
6.0
4.1
Bank EBITDA : Adjusted Net Finance Expense
7.5
10.2
The Company’s covenants and headroom are summarised as follows:
2025 year-end covenant
Covenant
2025 actual
Headroom
Bank Net Debt : Bank EBITDA
3.0 : 1.0
1.2 : 1.0
Bank Net Debt
headroom: £68.7m
Adjusted EBITDA
headroom: £27.6m
Bank EBITDA : Adjusted Net
4.0 : 1.0
7.5 : 1.0
Adjusted EBITDA
Finance Expense headroom: £21.0m
Adjusted Net Finance
Expense headroom: £5.3m
The key measures which management use to evaluate the Group’s use of its financial
resources and capital management are set out below:
2025
2024
Adjusted Earnings Per Share (pence)
15.0
12.5
Bank Net Debt : Bank EBITDA (times)
1.2
1.6
Adjusted Free Cash Flow (£m)
30.4
3.5
22 Share-based payments
Accounting policy
Incentives in the form of shares are provided to employees through the following
schemes: Company Share Option Plan (“CSOP”), Share Incentive Plan (“SIP”) and
Long-Term Incentive Plan (“LTIP”). Equity-settled share-based payments are measured
at fair value (excluding the effect of non-market-based vesting conditions) at the date
of grant. The fair value determined at the grant date of the equity-settled share-based
payments is expensed on a straight-line basis over the vesting period, based on the
Group’s estimate of the number of shares that will eventually vest.
The grant date fair value of an equity-settled payment under the SIP is measured as the
face value of the award on the date of grant.
The grant date fair value of the awards under the Group’s LTIP is measured by the use of
the Monte Carlo simulation for any market-related performance conditions (given the
increased uncertainty around the potential vesting of share options).
The expected life used in the model has been adjusted, based on management’s best
estimate, for the effects of non-transferability, exercise restrictions and behavioural
considerations. Charges made to the income statement in respect of share-based
payments are credited to the reserves. At the end of each reporting period, the Group
revises its estimates of the number of options that are expected to vest based on the
non-market-based vesting conditions. It recognises the impact of the revision to original
estimates, if any, in the income statement, with a corresponding adjustment to equity.
The purchase price of the shares that are transferred when options are exercised is
credited to treasury shares reserve and debited to retained earnings. Any proceeds
received, net of any directly attributable transaction costs, are also debited to retained
earnings. The Group operates an employee share benefit trust as part of its incentive
plans for UK-based employees. All assets and liabilities of the trust are recorded in the
balance sheet as assets and liabilities of the Company until such time as the assets
are awarded to the beneficiaries. All income and expenditure of the trust is similarly
brought into the results of the Company. The Company fulfils exercised options with
treasury shares the Company has purchased. The purchase price of the shares that are
transferred when options are exercised is credited to treasury shares reserve and debited
to retained earnings. Any proceeds received, net of any directly attributable transaction
costs, are also debited to retained earnings.
The share-based payments charge relates to option awards from the LTIP, CSOP and SIP
schemes. Vesting periods for the plans range from one to three years and if the options
remain unexercised after a period of ten years from the date of grant, the options expire.
In addition, options are forfeited if the employee voluntarily leaves the Group before the
options vest.
The Group recorded a share-based payment charge of £1.9m (2024: £1.5m) included in the
Consolidated Income Statement within administrative expenses.
Financial Statements
Luceco plcAnnual Report and Financial Statements 2025
170
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2025
22 Share-based payments continued
Share Incentive Plan
All UK-based employees are eligible to participate in the SIP. The scheme enables
employees to buy shares in the Group out of their salary, before tax deductions, up to a limit
of £1,800 per tax year. The shares acquired are called partnership shares and are held in
trust, managed by a third party, on behalf of the employee.
For every partnership share bought by the employee, the Group can award:
a) Matching shares. Two shares at nil cost
b) Free shares. Up to two shares at nil cost, the number depending on service, subject
to a maximum of £3,600 free shares per tax year
For the SIP conditions to be met, the employees must be continuously employed by the
Group for a period of at least three years from the date of the award grant. If employees
voluntarily leave the Group within the three-year period they must take their shares out
of the plan and they will not be entitled to the matching and free shares.
Number of partnership and
Number of free shares matching shares
2025
2024
2025
2024
Outstanding at 1 January
24,313
25,787
1,777,490
1,371,272
Granted during the year
—
—
850,494
628,236
Forfeited during the year
—
—
(67,592)
(48,686)
Released during the year
(3,626)
(1,474)
(177,407)
(173,332)
Outstanding at 31 December
20,687
24,313
2,382,985
1,777,490
For the purposes of IFRS 2, the fair value of these matching shares and free shares is
determined as the market value of the shares at the date of grant. No valuation model
is required to calculate the fair value of awards under the SIP. The fair value of an
equity-based payment under the SIP is the face value of the award on the date of grant
because the participants are entitled to receive the full value of the shares and there are
no market-based performance conditions attached to the awards.
The Group recognised a total expense of £0.6m (2024: £0.6m) in the year relating to
matching and free share awards.
Company Share Option Plan (“CSOP”)
At the time the free shares were awarded, all eligible employees of the Group were also
granted CSOP options. The CSOP options had an exercise price equal to the market value
of the share at the date of grant. The ordinary free shares award is subject to condition that
it will be automatically exercised at the time the CSOP option is exercised. The options can
only be exercisable after the performance period determined by the Board, being three
years. CSOP options will normally be exercisable from release until the tenth anniversary
of the grant date.
Long-Term Incentive Plan
Awards have been granted to the Chief Executive Officer and the Chief Financial Officer, and
other key management personnel within the Group, under the Luceco 2017 Performance
Share Plan (“PSP”), which was approved by shareholders at the Company’s AGM held on
25 May 2017.
The following awards have been granted in the form of nominal cost options over the
number of ordinary shares of 0.05p in the Company under the terms of the PSP, as set out
on page 90:
Number of
Executive Directors
Role
shares awarded
John Hornby
Chief Executive Officer
544,400
Will Hoy
Chief Financial Officer
464,568
Measurement of fair values
The 2025 LTIP awards will vest subject to the satisfaction of performance conditions
measuring the Company’s earnings per share (“EPS”) and total shareholder return (“TSR”)
performance. The extent to which awards will vest will depend on the extent to which the
performance conditions are satisfied over the performance period. For the EPS condition,
this runs from 1 January 2025 to 31 December 2027. For the TSR condition, this runs for
three years from the three-month average TSR to 8 April 2025, the date of the grant, to the
three-month average TSR to 8 April 2028. No consideration was paid for any of the awards.
Financial Statements
Luceco plcAnnual Report and Financial Statements 2025
171
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2025
22 Share-based payments continued
Measurement of fair values
As the options under the 2025 award include a TSR performance condition, given the
increased uncertainty around potential vesting, they have been valued using the Monte
Carlo model with the following assumptions:
Directors’ and employee share options LTIP awards
2025
2024
Three-day average share price before options were
issued (pence)
118.60p
146.00p
Fair value of share options
98.89p
126.37p
Average expected volatility
38.54%
64.00%
Expected life
3 years
3 years
Risk‑free rate
3.76%
4.24%
The share-based payments charge of £1.9m (2024: £1.5m) included in the Consolidated
Income Statement within administrative expenses is attributable to the LTIP nominal
cost options.
A summary of the number of share options under the share option programmes is
as follows:
2025
2024
Outstanding at 1 January
6,779,995
8,214,967
Granted during the year
2, 327,769
2,054,496
Forfeited during the year
(469,713)
(2,247,807)
Exercised during the year
(295,091)
(1,200,963)
Lapsed during the year
—
(40,698)
Outstanding at 31 December
8,342,960
6,779,995
As at 31 December 2025, a total of 8,342,960 options were outstanding which had a
weighted average remaining contractual life to vesting of 15 months.
During the year, 175,170 tax-qualifying share options were granted to employees
(2024: 187,686).
The Group has previously purchased its own shares on the basis that they will be used to
fulfil the LTIP and the number of share options granted when they come to be exercised.
The purchased shares are held in a Trust which is managed by a third party. At 31 December
2025, the Trust had 11,647,326 shares held at a cost of £16.5m (31 December 2024: 8,299,342
shares at a cost of £11.6m). These shares are held within the treasury reserve and are shown
in the Consolidated Statement of Changes in Equity.
23 Capital and reserves
Share capital
Allotted, called up Number of shares in issue
and fully paid (thousands)
2025 2024 2025 2024
£ £ Number Number
At 1 January
80,400
80,400
160,800
160,800
At 31 December
80,400
80,400
160,800
160,800
All ordinary shares, except for those shares held by the Employee Benefit Trust (“EBT”),
carry one vote per share at general meetings of the Company, participate equally with the
distribution of dividends and capital (including on a winding up) and are not redeemable.
Reserves
The nature and purpose of each reserve is given below:
• The share premium represents the excess of share value paid for shares
• The treasury reserve arose when the Group bought back equity share capital and
this is held in trust by the Trustee of the Group’s EBT to satisfy the Group’s share
option schemes. Treasury shares cease to be accounted for as such when the interest
is transferred in full to the participant pursuant to the terms of the relevant plan.
At 31 December 2025, the EBT held 11,647,326 of the Company’s shares
(2024: 8,299,342 shares)
• During the year the Company purchased £5.3m of shares (2024: £4.7m)
• Other reserves comprise as follows:
• Financial asset at FVOCI comprises the cumulative net change in the fair value of
equity securities designated at fair value through other comprehensive income
• The translation reserve comprises all foreign currency differences arising from the
translation of the financial statements of foreign operations, as well as the foreign
currency translation differences on investments in overseas entities
Financial Statements
Luceco plcAnnual Report and Financial Statements 2025
172
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2025
24 Related parties
Key personnel include Executive and Non-Executive Board members and the senior
leadership team.
The Group has a related party relationship with its subsidiaries and its Directors.
Transactions between Group companies, which are related parties, have been eliminated
on consolidation and are not disclosed in this note. In addition, the remuneration of the
Directors, and the details of their interests in the share capital of the Company, are provided
in the audited part of the Remuneration Committee Report.
Transactions with key personnel
Key management personnel are defined as Executive and Non-Executive Directors and the
senior leadership team. The compensation of key management personnel is as follows:
£m
2025
2024
Remuneration (including benefits in kind)
4.6
4.7
Element of share-based payments expense
1.4
1.4
6.0
6.1
The aggregate remuneration paid or receivable by Executive and Non-Executive Directors
and the value of contributions to money purchase pension schemes in respect of qualifying
services are disclosed on page 106. The remuneration figure reflects £nil in respect of the
Chief Financial Officer’s and Chief Executive Officer’s 2020 Performance Share Plan. There
were nil gains exercised on share options or under long-term incentive schemes in respect
of qualifying services made by any other Executive or Non-Executive Directors in respect of
2025 (2024: nil).
Defined contribution pension scheme retirement benefits are accruing to one Director at
the year end (2024: one).
25 Ultimate Parent Company, controlling party and changes in significant
accounting policies
There is no controlling party.
26 Prior year acquisitions
D-Line
The Group acquired the entire issued share capital of D-Line (Europe) Limited (“D-Line”)
on 29 February 2024 for £8.6m initial cash consideration and up to £3.2m of contingent
consideration which is estimated to be £0.8m based on our weighted average assessment.
D-Line is a supplier of cable management solutions offering an additional product
opportunity for the Group, consisting of decorative cable trunking and accessories, fire-rated
cable supports, floor cable protector and cable organisers, with headquarters in Tyne
& Wear in the UK. The business supplies Retail, Wholesale and eCommerce customers
mainly in the UK, Europe and North America. The business supports its customers in
North America from a sales and distribution facility in Kentucky, USA. The fair value, which
is currently provisional (as the Group will continue to review these during the measurement
period), of the consideration paid and the consolidated net assets acquired, together with
the goodwill arising in respect of this acquisition, was as follows:
Provisional fair value
estimate on acquisition
£m
Intangible assets
(contract related and other intangibles arising on acquisition)
2.8
Property, plant and equipment
2.8
Inventories
5.6
Trade and other receivables
2.0
Cash
0.8
Finance leases
(1.7)
Corporation tax (liability)
(0.1)
Deferred tax (liability)
(1.1)
Provisions
(0.9)
Trade and other payables
(2.2)
Total
8.0
Consideration – cash
8.6
Contingent consideration
0.8
Goodwill arising
1.4
Goodwill of £1.4m has been provisionally allocated, with £0.7m to the Wiring Accessories
CGU and £0.7m to the D-Line CGU, reflecting the synergised business case opportunities.
Since acquisition, revenue from D-Line has been £18.9m with operating profit of £1.7m.
Financial Statements
Luceco plcAnnual Report and Financial Statements 2025
173
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2025
Goodwill of £12.6m has been provisionally allocated, with £6.4m to the CMD CGU, £3.9m to
the Wiring Accessories CGU and £2.3m to the LED Lighting CGU, reflecting the synergised
business case opportunities identified. Since acquisition, revenue from CMD has been
£4.8m with operating profit of £0.1m.
27 Post balance sheet events
There were no post balance sheet events.
26 Prior year acquisitions continued
CMD
The Group acquired the entire share capital of CMD Limited (“CMD”) on 27 September 2024
for £29.8m initial cash consideration on a debt-free basis. The consideration paid was £14.0m
plus the pay down of £15.8m of debt. CMD (www.cmd-ltd.com), founded in 1984, designs
and manufactures a comprehensive range of wiring accessories for commercial premises
and therefore is a strong strategic fit for the Group, where it holds a leading position in the
UK. Products include under-floor and under-desk power distribution solutions, on-desk
and in-desk sockets, and a range of ergonomic products including the award-winning Miro
monitor support arm. CMD has an experienced senior management team which will remain
with the business, continuing to operate from its headquarters in Rotherham. The fair
value, which is currently provisional (as the Group will continue to review these during the
measurement period), of the consideration paid and the consolidated net assets acquired,
together with the goodwill arising in respect of this acquisition, was as follows:
Provisional fair value
estimate on acquisition
£m
Intangible assets
(contract related and other intangibles arising on acquisition)
8.9
Property, plant and equipment
4.6
Inventories
5.3
Trade and other receivables
4.4
Cash
0.1
Finance leases
(1.2)
Corporation tax asset
0.2
Deferred tax (liability)
(2.6)
Provisions
—
Trade and other payables
(2.5)
Total
17. 2
Consideration – cash
29.8
Goodwill arising
12.6
Financial Statements
Luceco plcAnnual Report and Financial Statements 2025
174
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2025
£m Note 2025 2024
Non-current assets
Investments 29 8.5 6.7
Debtors 30 50.5 63.5
Net assets 59.0 70.2
Capital and reserves
Called-up share capital 31 0.1 0.1
Share premium account 24.8 24.8
Treasury reserve (16.5) (11.6)
Profit and loss account 50.6 56.9
Equity 59.0 70.2
The accompanying notes on pages 177 to 181 form an integral part of these financial statements.
The Company reported profit for the year ended 31 December 2025 of £nil (2024: £nil).
These financial statements were approved by the Board of Directors on 24 March 2026 and were signed on its behalf by:
John Hornby Will Hoy
Chief Executive Officer Chief Financial Officer
Company registered number: 05254883
Financial Statements
Luceco plcAnnual Report and Financial Statements 2025
175
Company Balance Sheet
at 31 December 2025
£m
Share
capital
Share
premium
Retained
earnings
Treasury
reserve
Total
equity
Balance at 1 January 2024 0.1 24.8 64.6 (8.6) 80.9
Total comprehensive income
Profit for the year — — — — —
Total comprehensive income for the year — — — — —
Transactions with owners in their capacity as owners:
Dividends — — (7.5) — (7.5)
Purchase of own shares — — — (4.7) (4.7)
Disposal of own shares — — (1.7) 1.7 —
Share-based payments charge — — 1.5 — 1.5
Total transactions with owners in their capacity as owners — — (7.7) (3.0) (10.7)
Balance at 31 December 2024 0.1 24.8 56.9 (11.6) 70.2
Total comprehensive income
Profit for the year — — — — —
Total comprehensive income for the year — — — — —
Transactions with owners in their capacity as owners:
Dividends — — (7.7) — (7.7)
Purchase of own shares — — — (5.3) (5.3)
Disposal of own shares — — (0.4) 0.4 —
Share-based payments charge — — 1.8 — 1.8
Total transactions with owners in their capacity as owners — — (6.3) (4.9) (11.2)
Balance at 31 December 2025 0.1 24.8 50.6 (16.5) 59.0
The accompanying notes on pages 177 to 181 form an integral part of these financial statements.
Financial Statements
Luceco plcAnnual Report and Financial Statements 2025
176
Company Statement of Changes in Equity
for the year ended 31 December 2025
Going concern
Note 1 of the consolidated financial statements contains the going concern statement.
Taxation
Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in
the profit and loss account except to the extent that it relates to items recognised directly
in equity or other comprehensive income, in which case it is recognised directly in equity or
other comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the
year, using tax rates enacted or substantively enacted at the balance sheet date and any
adjustment to tax payable in respect of previous years.
Deferred tax is provided on timing differences which arise from the inclusion of income and
expenses in tax assessments in periods different from those in which they are recognised in
the financial statements. Deferred tax is measured at the tax rate that is expected to apply
to the reversal of the related difference, using tax rates enacted or substantively enacted at
the balance sheet date. Unrelieved tax losses and other deferred tax assets are recognised
only to the extent that it is probable that they will be recovered against the reversal of
deferred tax liabilities or other future taxable profits.
Basic financial instruments
Trade and other debtors/creditors
Trade and other debtors are recognised initially at transaction price less attributable
transaction costs. Trade and other creditors are recognised initially at transaction price
plus attributable transaction costs. Subsequent to initial recognition they are measured
at amortised cost using the effective interest method, less any impairment losses in the
case of trade debtors. If the arrangement constitutes a financing transaction, for example
if payment is deferred beyond normal business terms, then it is measured at the present
value of future payments discounted at a market rate of instrument for a similar debt
instrument.
28 Accounting policies
The following accounting policies have been applied consistently in dealing with items
which are considered material in relation to the financial statements, except as noted below.
Basis of preparation
These financial statements were prepared in accordance with Financial Reporting Standard
102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (“FRS
102”) as issued in August 2014. All applicable amendments to FRS 102 have been applied
since its issue in August 2014. The presentation currency of these financial statements is
sterling. All amounts in the financial statements have been rounded to the nearest £0.1m.
The financial statements are prepared on the historical cost basis.
Under s408 of the Companies Act 2006, the Company is exempt from the requirement to
present its own profit and loss account. The Company did not trade during the year.
In these financial statements, the Company is considered to be a qualifying entity (for the
purposes of this FRS) and has applied the exemptions available under FRS 102 in respect of
the following disclosures:
• Reconciliation of the number of shares outstanding from the beginning to the end of
the period
• Cash flow statement and related notes
• Key management personnel compensation
As the consolidated financial statements of the Company include the equivalent disclosures,
the Company has also taken the exemptions under FRS 102 available in respect of the
disclosures required by FRS 102.11 Basic Financial Instruments and FRS 102.12 Other
Financial Instrument Issues in respect of financial instruments not falling within the fair
value accounting rules of Paragraph 36(4) of Schedule 1.
The Company proposes to continue to adopt the reduced disclosure framework of FRS 102
in its next financial statements.
Amounts receivable by the Company’s auditor and its associates in respect of services to the
Company and its associates, other than the audit of the Company’s financial statements,
have not been disclosed as the information is required instead to be disclosed on a
consolidated basis in the consolidated financial statements.
Financial Statements
Luceco plcAnnual Report and Financial Statements 2025
177
Notes to the Company Financial Statements
for the year ended 31 December 2025
29 Fixed asset investments
Accounting policy
Investments
These are the separate financial statements of the Company. Investments in subsidiaries are carried at cost less impairment.
Accounting policy
Share-based payments
Incentives in the form of shares are provided to employees through the Company’s Share Incentive Plan (“SIP”) and Long-Term Incentive Plan (“LTIP”) schemes. Equity-settled
share-based payments are measured at fair value (excluding the effect of non-market-based vesting conditions) at the date of grant. The fair value determined at the grant date of the
equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of the number of shares that will eventually vest.
The grant date fair value of an equity-settled payment under the SIP is measured as the face value of the award on the date of grant.
The grant date fair value of the awards under the Group’s LTIP is measured by the use of the Monte Carlo simulation for any market-related performance conditions (given the increased
uncertainty around the potential vesting of share options).
The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.
Charges made to the income statement in respect of share-based payments are credited to reserves.
At the end of each reporting period, the Group revises its estimates of the number of options that are expected to vest based on the non-market-based vesting conditions. It recognises
the impact of the revision to original estimates, if any, in the income statement, with a corresponding adjustment to equity.
The Group operates an employee share benefit trust as part of its incentive plans for UK-based employees.
All assets and liabilities of the trust are recorded in the balance sheet as assets and liabilities of the Company until such time as the assets are awarded to the beneficiaries. All income
and expenditure of the trust is similarly brought into the results of the Company.
Where the Company grants options over its own shares to the employees of its subsidiaries, it recognises, in its individual financial statements, an increase in the cost of investment in its
subsidiaries equivalent to the equity-settled share-based payment charge recognised in its consolidated financial statements, with the corresponding credit being recognised directly
to equity.
£m 2025 2024
Balance at 1 January 6.7 5.2
Share-based payment charge relating to subsidiaries 1.8 1.5
Balance at 31 December 8.5 6.7
Financial Statements
Luceco plcAnnual Report and Financial Statements 2025
178
Notes to the Company Financial Statements continued
for the year ended 31 December 2025
29 Fixed asset investments continued
The Company holds 100% of the share capital of the following companies (with only Luceco Holdings Limited being a direct investment) whose principal activities were as follows:
Company Registered office Principal activity
% of
shares held
Luceco Holdings Limited
1
(Reg: 05254785)
Luceco Distribution Centre
Stafford Park 1, Telford TF3 3BD, UK
Intermediate holding company 100
Luceco UK Limited
1
(Reg: 02255270)
Luceco Distribution Centre
Stafford Park 1, Telford TF3 3BD, UK
Electrical accessories importer and distributor 100
BG Electrical Limited
1
(Reg: 01388059)
Luceco Distribution Centre
Stafford Park 1, Telford TF3 3BD, UK
Electrical accessories importer and distributor 100
Luceco Electrical (Jiaxing) Limited 1,438 Jiachung Road
Xiuzhou Industrial Park Jiaxing,
Zhejiang 314000, China
Manufacturing company 100
Luceco (Hong Kong) Limited Room 2401, 24th Floor
CC Wu Building, 302-308 Hennessy Road,
Wanchai, Hong Kong
Registered office 100
Luceco Inc Batallon de San Patricio 109 Sur,
Col. Valle Oriente San Pedro Garza Garcia, Mexico
Administrative and development office 100
Luceco SAS 3 Rue de Courtalin, 77700 Magny Le Hongre, France Administrative and development office 100
Luceco GmbH Holstenplatz 20b, 22765 Hamburg, Germany Administrative and development office 100
Luceco Mexico Batallon de San Patricio 109 Sur,
Col. Valle Oriente San Pedro Garza Garcia, Mexico
Administrative and development office 100
BG Electrical SDN No. 2 Jalan SS 24/17, 47301 Petaling Jaya,
Selangor, Malaysia
Administrative and development office 100
Nexus Industries PTE Limited 3,791 Jalan Bukit Merah #09-25
(E-center@redhill), Singapore, 159471
Administrative and development office 100
Luceco Southern Europe SL CL Bobinadora 1-5, Local 7,
08302 Mataro Barcelona, Spain
Administrative and development office 100
Luceco Middle East FZCO Building 5EB, Office 342, DAFZA
PO Box 371128, Dubai
Administrative and development office 100
Kingfisher Lighting Limited
1
(Reg: 02236337)
Luceco Distribution Centre
Stafford Park 1, Telford TF3 3BD, UK
Electrical accessories importer, installer and distributor 100
DW Windsor Group Limited
1
(Reg: 08849218)
Luceco Distribution Centre
Stafford Park 1, Telford TF3 3BD, UK
Intermediate holding company 100
D.W. Windsor Limited
1
(Reg: 01309755)
Luceco Distribution Centre
Stafford Park 1, Telford TF3 3BD, UK
Manufacturer of electric lighting equipment 100
Financial Statements
Luceco plcAnnual Report and Financial Statements 2025
179
Notes to the Company Financial Statements continued
for the year ended 31 December 2025
Company Registered office Principal activity
% of
shares held
Pulsar Lighting Solutions Limited
1
(Reg: 00943317)
Luceco Distribution Centre
Stafford Park 1, Telford TF3 3BD, UK
Manufacturer of electric lighting equipment 100
Urban Control Limited
1
(Reg: 09950591)
Luceco Distribution Centre
Stafford Park 1, Telford TF3 3BD, UK
Manufacturer of electric lighting equipment 100
EV Charge Points UK T/A EVCP Limited
1
(Reg: 12454736)
Luceco Distribution Centre
Stafford Park 1, Telford TF3 3BD, UK
Manufacturer of electric vehicle chargers 100
D-Line (Europe)
1
(Reg: 05193249)
Luceco Distribution Centre
Stafford Park 1, Telford TF3 3BD, UK
Manufacturer of other electric equipment 100
D-Line USA Inc. 2671 Technology Drive, Suite 112,
Louisville, KY 40299, USA
Manufacturer of other electric equipment 100
CMD Limited
1
(Reg: 02290387)
Luceco Distribution Centre
Stafford Park 1, Telford TF3 3BD, UK
Manufacturer of light metal packaging, other electronic
and electric wires and cables, and other electric
equipment
100
Baltic Topco Limited
1
(Reg: 14330682)
Luceco Distribution Centre
Stafford Park 1, Telford TF3 3BD, UK
Manufacturer of other electric equipment 100
Baltic Holdco Limited
1
(Reg: 14330838)
Luceco Distribution Centre
Stafford Park 1, Telford TF3 3BD, UK
Manufacturer of other electric equipment 100
Baltic Midco Limited
1
(Reg: 14330934)
Luceco Distribution Centre
Stafford Park 1, Telford TF3 3BD, UK
Manufacturer of other electric equipment 100
Baltic Bidco Limited
1
(Reg: 14331046)
Luceco Distribution Centre
Stafford Park 1, Telford TF3 3BD, UK
Manufacturer of other electric equipment 100
1. All UK registered subsidiaries are exempt from audit, which is set out within Section 479A of the Companies Act 2006, for the year ended 31 December 2025. The Company will guarantee the debts and liabilities of each of the
UK subsidiary undertakings at the balance sheet date in accordance with Section 479C of the Companies Act 2006. The Company has assessed the probability of loss under the guarantee as remote.
Luceco Holdings Limited is the only company which is owned directly. All other companies are owned and controlled by virtue of the Company’s holding in Luceco Holdings Limited.
30 Debtors
£m 2025 2024
Amounts owed by Group undertakings 50.5 63.5
Amounts owed by the Group’s subsidiaries are repayable at the Company’s demand and attract no interest.
29 Fixed asset investments continued
Financial Statements
Luceco plcAnnual Report and Financial Statements 2025
180
Notes to the Company Financial Statements continued
for the year ended 31 December 2025
31 Capital and reserves
Accounting policy
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a reduction from equity, net of any tax effects.
Allotted, called up
and fully paid
Number of shares in issue
(thousands)
2025
£
2024
£
2025
Number
2024
Number
At 1 January 80,400 80,400 160,800 160,800
At 31 December 80,400 80,400 160,800 160,800
Each ordinary share carries one vote, participates equally with the other ordinary shares in distribution of dividends and capital (including on a winding up) and is not redeemable.
32 Ultimate parent and controlling party
There is no controlling party.
Financial Statements
Luceco plcAnnual Report and Financial Statements 2025
181
Notes to the Company Financial Statements continued
for the year ended 31 December 2025
A
AC: Alternating current
AGM: Annual General Meeting
AI: Artificial Intelligence
APMs: Alternative performance measures;
a table summarising the reconciliation of
adjusted measures to statutory measures
is included in note 1 of the consolidated
financial statements
Articles: The Company’s Articles of
Association
B
BAU: Business‑as‑usual
BPS: Basis points
C
CAGR: Compound annual growth rate
Capex: Capital expenditure
CDP: Carbon Disclosure Project
CEO: Chief Executive Officer
CFO: Chief Financial Officer
CGU: Cash-generating unit
CO
2
: Carbon dioxide
Code: 2024 UK Corporate Governance Code
CPA: Construction Products Association
CPI: Consumer Price Index
CSOP: Company Share Option Plan
D
DC: Direct current
DIY: Do it yourself
DSR: Demand side response
DTR: Disclosure Guidance and
TransparencyRules
E
EAC: Energy Attribute Certificate
EBITDA: Earnings before interest, tax,
depreciation and amortisation
EBT: Employee Benefit Trust
ECCTA: Economic Crime and Corporate
Transparency Act
ECL: Expected credit loss
EcoVadis: Globally recognised sustainability
assessment platform
EEIO: Environmentally extended
inputoutput
EICR: Electrical Installation Condition
Report
Energy Transition: the long-term global
shift from fossil-fuel-based energy
systems to cleaner, electrified and more
energy-efficient technologies. Luceco
Group products include Home Energy
Management systems and EV chargers
EPD: Environmental Product Declarations
EPOS: Electronic point of sale; sales data
recorded directly at a retailer’s checkout
system
EPS: Earnings per share
ESG: Environment, Social and Governance
ESOS: Energy Savings Opportunity Scheme
EUR: Euro; currency of the Eurozone
EV: Electric vehicle
F
FCA: Financial Conduct Authority
FOB: Free On Board, comprising products
shipped directly from our facility in China to
the customer
FRS: Financial Reporting Standards
FTSE: Financial Times Stock Exchange
FVOCI: Fair Value through Other
Comprehensive Income
G
GBP: British pound sterling
GDP: Gross domestic product
GHG: Greenhouse gas
H
HEA: Highway Electrical Association
HEMs: Home Energy Management system
HFC: Hydrofluorocarbon, used as coolants in
air conditioning units
HGV: Heavy goods vehicle
HR: Human resources
I
IAS: International Accounting Standards
ICRM: Internal controls and risk management
IEA: International Energy Agency
IET: Institute of Engineering and Technology
IFRS: International Financial Reporting
Standards
IK10: An impact resistance or impact
kinematic rating
IP: Intellectual property
IP65: An ingress protection or
waterproofingrating
IPCC: Intergovernmental Panel on
ClimateChange
IPO: Initial public offering
ISO: International Organization for
Standardisation
K
KPI: Key Performance Indicator
L
L&D: Learning and development
LBM: Location-based methodology
LCMP: Low Carbon Manufacturing
Programme
LED: Light emitting diode
LED Lighting: A type of low energy lighting
LGV: Light goods vehicle
LPG: Liquefied petroleum gas
LTIP: Long-term incentive plan
Low carbon products: Comprising products
which are enablers to reduce greenhouse
gas emissions throughout their entire
life, compared to traditional counterparts
M
M&A: Mergers and acquisitions
MAR: Market Abuse Regulation
MBM: Market-based methodology
N
NED: Non-Executive Director
NGFS: Network for Greening the
FinancialSystem
Luceco plcAnnual Report and Financial Statements 2025
182
Additional Information
Glossary
O
OCI: Other Comprehensive Income
OECD: Organisation for Economic
Co‑operation and Development
OEM: Original equipment manufacturer
P
PCA: Persons closely associated
PCAF: Partnership for Carbon Accounting
Financials
PSP: Performance Share Plan
R
R&D: Research and development
RCD: Residual current device
RMB: Renminbi, currency of China
RMI: Repairs, maintenance and
improvements
RNS: Regulatory News Service
ROCI: Return on Capital Invested
RPI: Retail Price Index
S
SBTi: Science Based Targets initiative
SECR: Streamlined Energy and Carbon
Reporting
SIC: Standard Industrial Classification
SID: Senior Independent Director
SIP: Share Incentive Plan
SKU: Stock keeping unit
SLT: Senior Leadership team
SMMT: Society of Motor Manufacturers
andTraders
Solar PV: Solar photovoltaic; technology
which converts sunlight into electricity
SONIA: Sterling Overnight Index Average
SPD: Surge protection device
SRS: Sustainability Reporting Standards
T
TCFD: Task Force on Climate‑related
Financial Disclosures
tCO
2
e: Tonnes of carbon dioxide equivalent
TM65 and TM66 assessment: calculation
ofthe total CO
2
emitted in the production
ofa product
TPT: Transition Plan Taskforce
TSR: Total shareholder return
U
UAE: United Arab Emirates
USD: United States dollar
W
WEEE: Waste Electrical and Electronic
Equipment
WWF: World Wide Fund for Nature
Additional Information
Luceco plcAnnual Report and Financial Statements 2025
183
Glossary continued
Financial calendar
Ex-dividend date 9 April 2026
Dividend record date 10 April 2026
Dividend reinvestment plan final date for election 30 April 2026
Annual General Meeting 19 May 2026
Dividend paid 22 May 2026
Half-year end 30 June 2026
Half-year end trading update 28 July 2026
Half-year interim management statement 22 September 2026
Q3 trading update 27 October 2026
Year end 31 December 2026
Full-year results March 2027
Share price history
The following table sets out the reported high, low, average and financial year end
(31December or immediately preceding business day) closing middle market quotations
ofLuceco’s ordinary shares on the London Stock Exchange for the period 1 January 2025 to
31 December 2025.
Share price (pence) High Low Average
Financial
year end
1
2025 158.2 115.0 135.6 131.8
2024 192.0 117.9 149.3 128.4
1. Last trading day at the London Stock Exchange, 31 December 2025.
Shareholder queries
Shareholders who change address, lose their share certificates, wish to amalgamate
multiple shareholdings or have payments paid directly into their bank account, or otherwise
have a query or require information relating to their shareholding, should contact the
Company’s registrar.
This can be done by writing to MUFG Corporate Markets, Central Square,
29WellingtonStreet, Leeds LS1 4DL. Alternatively, shareholders can contact
MUFGCorporate Markets on 0371 664 0300 and +44 (0)371 664 0300 (international).
Calls are charged at the standard geographic rate and will vary by provider. Calls outside
the United Kingdom will be charged at the applicable international rate. Lines are open
between 09:00 – 17:30, Monday to Friday excluding public holidays in England and Wales,
oremail their enquiry to shareholderenquiries@cm.mpms.mufg.com, indicating they are
aLuceco shareholder.
Shareholders are also able to access and amend details of their shareholding, via the
registrar’s website at www.signalshares.com. If you have not previously registered to use
this facility you will need your investor code, which can be found on your proxy card or on
any share certificate issued by MUFG Corporate Markets.
You can access the service via the investor relations section of Luceco’s website at
www. lucecoplc.com.
Online shareholder services
Luceco provides a number of services online in the investor relations section of its website at
www.lucecoplc.com, where shareholders and other interested parties may:
• View and/or download annual and half-year reports
• Check and/or download current or historic share prices
• Check the amounts and dates of historic payments to shareholders
• Use interactive tools to calculate the value of shareholdings
• Chart Luceco ordinary share price changes against indices
• Register to receive email alerts regarding press releases, including regulatory news
announcements, Annual Reports and Company presentations
Additional Information
Luceco plcAnnual Report and Financial Statements 2025
184
Company Information
ShareGift
Luceco supports ShareGift, the share donation charity (registered charity number 1052686).
ShareGift was set up so that shareholders who have only a very small number of shares
which might be considered uneconomic to sell are able to dispose of them by donating
them for the benefit of UK charities. Donated shares are aggregated and sold by ShareGift,
the proceeds being passed on to a wide range of UK charities. Donating shares to charity
gives rise neither to a gain nor a loss for UK capital gains purposes and UK taxpayers may
also be able to claim income tax relief on the value of the donation.
Further information about donating shares to ShareGift is available either from its website
at www.sharegift.org, by writing to ShareGift at 4th Floor Rear, 67/68 Jermyn Street,
London SW1Y 6NY or by contacting them on +44 (0)20 7930 3737.
Even if the share certificate has been lost or destroyed, the gift can be completed.
Theservice is generally free; however, there may be an indemnity charge for a lost or
destroyed share certificate where the value of the shares exceeds £100.
Unsolicited mail
The Company is obliged by law to make its share register publicly available should a
request be received. As a consequence, shareholders may receive unsolicited mail from
organisations that use it as a mailing list. Shareholders wishing to limit the amount of such
mail should either write to Mailing Preference Service, DMA House, 70 Margaret Street,
London W1W 8SS, register online at www.mpsonline.org.uk or call the Mailing Preference
Service (“MPS”) on +44 (0) 207 291 3310. MPS is an independent organisation which offers a
free service to the public.
Warning to shareholders – boiler room scams
Each year in the UK, £1.2bn is lost to investment fraud, with the average victim losing around
£20,000. What is more, it is estimated that only 10% of the people that become victims of
investment fraud actually report it.
Investment scams are becoming ever-more sophisticated – designed to look like genuine
investments, they are increasingly difficult to spot. They are targeted at those most at risk,
typically people in retirement who are actively seeking an investment opportunity.
Protect yourself
1) Reject cold calls
If you have been cold called with an offer to buy or sell shares, it is likely to be a high-risk
investment or scam. You should treat the call with extreme caution. The safest thing to
doishang up.
If you are offered unsolicited investment advice, discounted shares, a premium price for
shares you own, or free company or research reports, you should get the name of the person
and organisation contacting you and take these steps before handing over any money.
2) Check the firm on the Financial Services Register at www.fca.org.uk/register
The Financial Services Register is a public record of all the firms and individuals in the
financial services industry that are regulated by the FCA. Use the details on the Financial
Services Register to contact the firm.
3) Get impartial advice
Think about getting impartial financial advice before you hand over any money. Seek advice
from someone unconnected to the firm that has approached you.
REMEMBER, if it sounds too good to be true, it probably is!
If you use an unauthorised firm to buy or sell shares or other investments, you will not have
access to the Financial Ombudsman Service or Financial Services Compensation Scheme if
things go wrong.
Report a scam
If you suspect you have been approached by fraudsters, please tell the FCA using the share
fraud reporting form at www.fca.org.uk/consumers/report-scam-us#Report where you
can find out more about investment scams. You can also call the FCA Consumer Helpline on
+44(0)800 111 6768.
If you have lost money to investment fraud, you should report it to Action Fraud on
+44(0)300 123 2040 or online at www.actionfraud.police.uk.
Find out more at www.fca.org.uk/scamsmart.
Additional Information
Luceco plcAnnual Report and Financial Statements 2025
185
Company Information continued
Company’s registered office
Luceco plc
Building E Stafford Park 1
Stafford Park
Telford TF3 3BD
www.lucecoplc.com
ir@luceco.com
Independent auditor
KPMG LLP
Statutory Auditor
Chartered Accountants
One Snowhill
Snow Hill Queensway
Birmingham B4 6GH
Joint brokers
Jefferies International Limited
100 Bishopsgate
London EC2N 4JL
Peel Hunt LLP
100 Liverpool Street
London EC2M 2AT
Registrars
MUFG Corporate Markets
Central Square
29 Wellington Street
Leeds LS1 4DL
shareholderenquiries@cm.mpms.mufg.com
Company secretarial services
MUFG Corporate Markets
19th Floor
51 Lime Street
London EC3M 7DQ
luceco@cm.mpms.mufg.com
Financial PR advisers
Sodali & Co
122 Leadenhall Street
London EC3V 4AB
luceco@client.sodali.com
Cautionary statement
This Annual Report and Financial
Statements has been prepared for the
shareholders of Luceco plc, as a body, and
no other persons. Its purpose is to assist
shareholders of the Company to assess
the strategies adopted by the Group, the
potential for those strategies to succeed
and for no other purpose. The Company,
its Directors, employees, agents or advisers
do not accept or assume responsibility to
any other person to whom this document
is shown or into whose hands it may come
and any such responsibility or liability is
expressly disclaimed.
This Annual Report and Financial
Statements contains certain
forward-looking statements that are subject
to risk factors associated with, amongst
other things, the economic and business
circumstances occurring from time to time
in the countries, sectors and markets in
which the Group operates. It is believed
that the expectations reflected in these
statements are reasonable, but they may
be affected by a wide range of variables
which could cause actual results to differ
materially from those currently anticipated.
No assurances can be given that the
forward-looking statements in this Strategic
Report will be realised.
The forward-looking statements reflect
the knowledge and information available
at the date of preparation of this Strategic
Report and the Company undertakes no
obligation to update these forward-looking
statements. Nothing in this Annual Report
and Financial Statements should be
constituted as a profit forecast.
Strategic Report and Governance
The Strategic Report, Governance section
and the Financial Statements form part
of the Directors’ Report. In particular, the
Board has taken advantage of Section
414C(11) of the Act to include disclosures in
the Strategic Report including:
• Employee involvement
• The employment of disabled people
• The future development, performance
and position of the Group
• Research and development activities
Each of the Strategic Report and
Governance section have been drawn
up and presented in accordance with
English company law and the liabilities
of the Directors in connection with these
reports shall be subject to the limitations
and restrictions provided by such law. In
particular, the Directors would be liable to
the Company (but not to any third party)
if the Strategic Report and/or Governance
section contained errors as a result of
recklessness or knowing misstatement or
dishonest concealment of a material fact,
but would not otherwise be liable.
The Strategic Report forms part of the
Annual Report and Financial Statements
and full copies are available on the Group’s
website at www.lucecoplc.com or from the
Company’s registered office.
Additional Information
Luceco plcAnnual Report and Financial Statements 2025
186
Advisers and Other Information
The paper used in this report is produced using virgin wood fibre from
well‑managed, FSC
®
-certified forests and other controlled sources. Allpulps
usedareelemental chlorine free and manufactured at a mill that has been
awardedthe ISO 14001 and EMAS certificates for environmental management.
Theuse of the FSC
®
logo identifies products which contain wood from
well-managed forests and other controlled sources certified in accordance with
therules of the Forest Stewardship Council
®
.
Printed by an FSC
®
and ISO 14001 certified company.
Designed by
www.lyonsbennett.com
Luceco plc
Registered office
Building E Stafford Park 1
Stafford Park
Telford TF3 3BD
www.lucecoplc.com
ir@luceco.com
Company number 05254883
Luceco plc|Annual Report and Financial Statements 2025