Annual Report and Financial Statements|2024
Bringing
Power
to Life
Luceco plc|Annual Report and Financial Statements 2024
We are a leading supplier
of innovative electrical
andlighting products
thatbring Power to Life
for ourcustomers.
Who We Are What’s Inside
Strategic Report
Our Highlights 1
Our Identity 2
What We Do 3
Chair’s Statement 8
Chief Executive Officer’s Review 10
Our Attractive Markets 14
Our Advantaged Business Model 16
Our Competitive Advantage 17
Our Strategy 18
Strategy in Action 19
Measuring our Performance 25
Chief Financial Officer’s Review 26
Environment, Social and Governance 32
Our Stakeholders 60
Principal Risks and Uncertainties 64
Viability Statement 69
Non‑financial and Sustainability
Information Statement
71
Governance
Chair’s Introduction 73
Compliance with the 2018 UK
Corporate Governance Code
74
The Board at a Glance 75
Board of Directors 76
Corporate Governance Report 78
Nomination Committee Report 83
Audit Committee Report 87
Remuneration Committee Report 92
Directors’ Report 110
Statement of Directors’
Responsibilities
114
Financial Statements
Independent Auditor’s Report 116
Consolidated Income Statement 124
Consolidated Statement of
Comprehensive Income
125
Consolidated Balance Sheet 126
Consolidated Statement of
Changes in Equity
127
Consolidated Cash Flow Statement 129
Notes to the Consolidated
Financial Statements
130
Company Balance Sheet 169
Company Statement of Changes
in Equity
170
Notes to the Company
Financial Statements
171
Glossary 176
Company Information 178
Advisers and Other Information 180
Find us
online:
www.lucecoplc.com
Our Highlights
Despite challenging market conditions, 2024 was another
year of strong, profitable growth powered by our superior
channel access and innovative product portfolio.
Revenue Adjusted
1
Free Cash Flow
£242.5m £3.5m
2023: £209.0m| 16.0% 2023: £18.0m| -80.6%
Adjusted
1
Operating Profit Operating profit
£29.0m £23.0m
2023: £24.0m| 20.8% 2023: £22.2m| 3.6%
Adjusted
1
Earnings Per Share Bank Net Debt Ratio
12.5p 1.6x
2023: 11.1p| 12.6%
2023: 0.6x|
In target range
Financial highlights
ESG – emissions
Carbon neutral
2
operations in 2024
ESG – low carbon product
2
sales
34%
revenue from low carbon products
2
in 2024
ESG highlights
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 130 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 51 and low carbon products are defined on page 53.
Read more
Read more about our ESG strategy on pages 32 to 59
You can find our full Sustainability Report on our website at:
https://www.lucecoplc.com/esg/
Luceco plc1 Annual Report and Financial Statements 2024
Financial StatementsStrategic Report Governance
Our Identity
Our purpose Our culture
Our strategy
Reasons to invest
To help people
harness power
sustainably in
everyday life.
Customer-driven Bold and innovative Team-focused Principled
Find out more on pages 55 to 59
Innovate Grow Sustain
Designing and manufacturing
market‑leading products for
ourcustomers
Maximising sales to an
increasing customer base
Promoting sustainable choices to
enhance our competitive advantage
Find out more on page 19 Find out more on page 21 Find out more on page 23
1.
We operate in
attractive
markets
That are supported by
long‑term growth drivers
2.
We have an
advantaged
business model
Which offers unique advantages
to our customers and over our
competition
3.
We deliver
compelling
financial outcomes
Which are consistently stronger
than our wider markets
Luceco plc2 Annual Report and Financial Statements 2024
Financial StatementsStrategic Report Governance
What We Do
We Bring Power to Life
With decades of
experience, we have
grown from a trusted
manufacturer of wiring
accessories into a
market leader offering
adiverse portfolio of
products through our
trusted brands, which
are driving sustained,
profitable growth.
Wiring Accessories LED Lighting Portable Power
45% 32% 23%
Our brands: Our brands: Our brands:
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
DWWindsor
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
UKProjects team
established
Launch of first USB
sockets
2015-2016
International sales
offices opened
2017
Acquisition of
Kingfisher Lighting
2022
Launch of BG Electrical
Evolve range
Acquisition of Sync EV
Luceco plc3 Annual Report and Financial Statements 2024
Financial StatementsStrategic Report Governance
UK Professional 35%
UK Hybrid 30%
UK Retail 23%
International 12%
Our Wiring Accessories segment is a cornerstone of our portfolio. With a long history of
delivering innovative and high-quality products under our trusted BG Electrical brand, in
2024 this segment has been further enhanced through the acquisitions of D-Line and CMD.
Through our own well‑invested manufacturing facilities, which specialise in the design
and manufacture of wiring accessories products, we can bring new products to market
quickly which meet the growing demands of modern electrical installations. Through our
innovative approach and strong customer relationships, the Wiring Accessories segment
continues to grow ahead of the market whilst still delivering strong margins through our
lean control of the design and manufacturing process.
Revenue
£108.9m
Revenue growth since 2019
55.3%
Adjusted Operating Profit growth
since 2019
50.4%
With a heritage spanning decades, BG Electrical offers
an extensive range of products, including switches,
sockets, circuit protection and smart home solutions.
Where project deadlines are tight and time is an
incredibly valuable commodity, electricians place a
high value on our products which are easy to install,
reliable and have excellent availability. As a result,
many electricians have been using our BG Electrical
products throughout their entire careers. We are
incredibly proud of their loyalty, but we never take
it for granted. In 2024 we continued to develop our
range through the introduction of variable charging
technology, which delivers fast charging whilst also
protecting battery life.
Brand focus:
BG Electrical
Who we sell to:
Luceco plc4 Annual Report and Financial Statements 2024
Financial StatementsGovernanceStrategic Report
What We Do continued
Wiring
Accessories
Wiring Accessories acquisitions in the year:
D-Line
In February 2024, we were delighted
to acquire D‑Line, a leading brand in
cable management solutions, renowned
for their innovative, user‑friendly
products that combine practicality
with aesthetics. Supplying a range of
products including decorative cable
trunking and accessories, fire‑rated cable
supports, floor cable protectors and
cable organisers, D‑Line supplies Retail,
Wholesale and eCommerce customers
mainly in the UK, Europe and North
America.
D‑Line’s product range is a natural
fit alongside our existing categories.
The business has developed a strong
brand in the UK and internationally,
and we are particularly excited about
the opportunity to leverage D‑Line’s
operation in North America to support
our growing business in the territory.
The integration of the business is on
track, and we are beginning to deliver
product development, sales and sourcing
synergies.
CMD, the market‑leading manufacturer
of wiring accessories for the workplace,
joined our Group in September 2024.
Founded in 1984, CMD designs and
manufactures a comprehensive range
of wiring accessories for commercial
premises, 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
supportarm.
CMD’s approach aligns with Luceco’s
already well‑established position as a
leading supplier of wiring accessories
to the Residential market in the UK.
Our expertise in product development,
manufacturing and sourcing will enable
us to accelerate range innovation and
improve margins for CMD. We also
see an opportunity to offer Luceco’s
professional lighting range to CMD’s
customer base of specifiers and
contractors.
Wiring Accessories acquisitions in the year:
CMD
5 Annual Report and Financial Statements 2024 Luceco plc
Financial StatementsGovernanceStrategic Report
What We Do continued
A key segment of the Group, LED Lighting specialises in energy-efficient and innovative
LED lighting solutions for a broad customer base.
Since being established in 2013, the segment has seen significant growth both in the
UK and also internationally through expansion into Europe, Mexico and the Middle East.
In addition to this organic expansion, we have supplemented this segment with the
targeted acquisitions of Kingfisher Lighting in 2017 and DW Windsor in 2021.
UK External Project Lighting 42%
Luceco Lighting International 24%
Luceco Lighting UK RMI 18%
Luceco Lighting UK Projects 16%
Revenue
£78.4m
Revenue growth since 2019
44.6%
Adjusted Operating Profit growth
since 2019
241.7%
Who we sell to:
Both DW Windsor and Kingfisher Lighting are leading
providers of high‑performance external lighting
solutions. DW Windsor specialises in architectural
and urban lighting, offering innovative designs that
enhance public spaces while prioritising energy
efficiency and durability. Kingfisher Lighting focuses
on delivering robust and reliable solutions for sports,
industrial and large‑scale outdoor projects. Since
acquisition, both businesses have benefited from
the resources of the wider Group, accessing our
advantaged business model, sharing design expertise
and creation of back‑office synergies. We are excited
by the future of both of these excellent brands.
Our Luceco Lighting brand boasts a market‑leading
portfolio of lighting products, developed by our
design team in the UK, that is able to serve a
broad customer base from the largest retailers to
bespoke non‑residential projects. Renowned for its
commitment to quality and sustainability, Luceco
Lighting’s portfolio includes cutting‑edge products like
the award‑winning Titan All‑in‑One Highbay, designed
to provide flexibility, performance and reduced energy
consumption. By focusing on advanced technologies,
such as wireless controls and smart lighting systems,
Luceco Lighting continues to deliver solutions that
enhance energy efficiency and align with global
sustainability goals, solidifying its reputation as an
industry leader.
Brand focus:
Luceco Lighting
Brand focus:
External Project
Lighting
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What We Do continued
LED
Lighting
Our Portable Power segment comprises both our trusted Masterplug brand as well as
our dynamic, high-growth Sync Energy brand.
Through holding enviable market positions across the Retail, Hybrid and Wholesale
sectors, the segment has seen continual above‑market growth in the UK. In recent years
this success has been supplemented with growth into international markets including
the USA and the Middle East. Following the acquisition of Sync EV in 2022, the segment
has expanded through the provision of EV chargers and clean energy solutions sold
under what is now known as our Sync Energy brand.
Masterplug UK 61%
Masterplug International 21%
Sync Energy 18%
Revenue
£55.2m
Revenue growth since 2019
15.5%
Adjusted Operating Profit growth
since 2019
41.5%
Who we sell to:
Portable
Power
Our dynamic Sync Energy brand focuses on delivering
innovative solutions for the growing clean energy
market. Originally established as BG Sync EV, in 2024
the brand has evolved to encompass a broader range
of sustainable energy products beyond EV charging.
Sync Energy now specialises in advanced, energy‑
efficient technologies, including EV chargers, power
management systems, and solutions designed to
optimise energy usage. With a strong emphasis on
sustainability and smart integration, Sync Energy is
poised to take a leading position in the development
of all‑in‑one Home Energy Management systems.
The brand embodies our commitment to driving
innovation in renewable energy solutions.
First established in 1988, Masterplug delivers
innovative and reliable solutions for power distribution
and connectivity. The product range includes
extension leads, cable reels, surge‑protected devices
and USB power solutionsdesigned for both residential
and commercial use. Known for their durability, safety
features and modern designs, these products cater
to the evolving needs of consumers and contractors
alike. Recent innovations, such as USB‑C wall chargers,
highlight the business’s commitment to staying ahead
of technology trends. With a focus on quality and
convenience, the Portable Power segment plays a vital
role within our diverse portfolio.
Brand focus:
Sync Energy
Brand focus:
Masterplug
Luceco plc7 Annual Report and Financial Statements 2024
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What We Do continued
Chair’s Statement
The progress the Group has made in
executing its strategy has powered a
resilient financial performance and laid
strong foundations for future success
Giles Brand
Chair
I am pleased to introduce the Company’s
results for the year ended 31 December
2024, a year in which Luceco displayed
excellent strategic progress, including the
completion of two key acquisitions, while
achieving a strong financial performance
despite ongoing market challenges.
Performance
Last year, I reflected on the progress the
Group had made in executing its strategy
and the strong foundations that have been
laid for future success. I am pleased to see
these efforts translate into the Group’s
2024 results, which demonstrate resilience
and continued strategic progress.
Although we remain confident that the
fundamental drivers within our industry will
generate growth in our markets over the
long term, underlying demand has been a
headwind over the last two financial years.
In the short term, elevated living costs
have constrained discretionary consumer
spending, placing pressure on our markets.
Despite these challenges, Luceco once
again demonstrated the strength of
the business’s operating model by
growing like‑for‑like revenue by 5.8%
and like‑for‑like Adjusted Operating
Profit by 20.8%. This profitable growth
has been driven by key product
innovations, particularly in EV charging,
where momentum is accelerating. Our
international businesses continue to gain
market share, and our Wiring Accessories
segment has delivered another strong
performance, underpinned by a reputation
for quality, reliability and innovation built
over decades.
In markets where product availability
is critical, the business continues to be
incredibly detailed in its management of
working capital. Following the events in the
Red Sea at the start of 2024, management
quickly identified the risk to global supply
chains and worked to increase inventory
levels accordingly.
Although this has led to a temporary
reduction in free cash generation, it has
put us in a strong strategic position, with
market confidence and demand increasing
towards the end of 2024.
Our Bank Net Debt remains within our
target range, and we are well positioned
to continue to invest in our strategic
priorities to generate further value for our
stakeholders.
Strategy
The Group’s key strategic priorities to
Innovate, Grow and Sustain drive our
delivery of the Group’s purpose to help
people harness power sustainably in
everyday life.
Key strategic highlights for the year include
the acquisitions of D‑Line and CMD, both
of which align naturally with our existing
categories and provide opportunities for
enhanced design, manufacturing and
distribution synergies. The integration of
these businesses is on track and both will
be earnings enhancing within their first
year of ownership.
The business continues to find new
ways to innovate, enhancing its product
portfolio and the services it offers to
customers. In 2024, further strides have
been taken, through the release of our
first commercially focused “Pro Charge”
EV chargers, developing our own Home
Energy Management system and winning
awards for our new Titan All‑in‑One LED
Highbay Light. We focus on enhancements
that customers need and are pleased
to see this innovation supporting the
underlying growth of the business.
Importantly, alongside our ability to
innovate and grow, we are investing
in our business model to sustain our
performance over the long term. This year,
the business has made further investments
in optimising our production and
procurement processes in China and I am
delighted to see the resulting improvement
in the Group’s Adjusted Operating Margin.
Adjusted Earnings Per Share
12.5p
2023: 11.1p| 12.6%
Dividend payout
40%
2023: 43%| In guided range
Luceco plc8 Annual Report and Financial Statements 2024
Financial StatementsStrategic Report Governance
Chair’s Statement continued
Environment, Social and
Governance(“ESG”)
As a Group, we believe we have a
significant opportunity to create a lasting
positive impact on the world around us.
The Group remains dedicated to our
Science Based Targets initiative (“SBTi”)
validated goals of reducing operational
emissions by 46.2% and reducing value
chain emissions by 27.5% by 2031. These
put Luceco’s overall CO
2
emissions on a
reduction pathway consistent with the
Paris Agreement.
Further steps have been taken in 2024
through the installation of a second solar
PV array at our manufacturing facility
in China and we remain carbon neutral
having extended our commitment to 100%
renewable electricity to our acquisitions.
We continue to focus on delivering
targeted emission reductions elsewhere
in the value chain, and the business’s
evolving product portfolio is offering more
sustainable choices to consumers.
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 3.3p per share which, with the
interim dividend of 1.7p, is consistent with
a 40% payout, payable on 22 May 2025 to
shareholders on the register on 11 April 2025.
Conclusion
As a Board, we believe Luceco’s purpose is
to help people harness power sustainably
in everyday life, making it easier for
customers to make sustainable choices.
The strategic progress made in recent
years has enabled the Group to outperform
its markets and stay true to this purpose.
None of this would be possible without
our employees, whose expertise and
dedication have been instrumental in
positioning the Group for continued
success. I would like to extend my sincere
thanks for their unwavering commitment.
Giles Brand
Chair
25 March 2025
Key achievements in the year
Innovate
We have developed new products and enhanced our
existing range
Further strides have been taken through the release of
our first commercially focused “Pro Charge” EV chargers,
developing our own Home Energy Management system
and launching the Sync Energy App. We further
enhanced our existing range, winning awards for our new
Titan All‑in‑One LED Highbay Light and launching
Superfast USB‑C sockets under the BG Electrical brand.
Grow
We have complemented our organic growth with
keyacquisitions
We completed the acquisitions of D‑Line and CMD, both
of which align naturally with our existing categories and
provide opportunities for enhanced design, manufacturing
and distribution synergies. The integration of these
businesses is on track and both will be earnings enhancing
within their first year of ownership.
Sustain
We are taking significant steps towards our
sustainabilitygoals
We installed our second solar PV array at our
manufacturing facility in China. When fully operational,
we anticipate that 13% of the site’s electricity consumption
will be self‑generated. Ensuring we use energy efficiently
across heating and manufacturing processes will play an
important role in reducing our use of fossil fuels.
20
New product marketing
campaigns
5.8%
Like-for-like revenue
growth
£82.6m
Revenue for low carbon
products
£5.1m
R&D expenditure
£37.8m
M&A investment
Carbon neutral
Operations
Luceco plc9 Annual Report and Financial Statements 2024
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Chief Executive Officer’s Review
2024 was a further year of progress,
marked by strategic acquisitions,
innovation and sustainable growth
despitechallenging market conditions
John Hornby
Chief Executive Officer
Performance highlights
I am pleased to report that in 2024, we
generated strong momentum, achieving
meaningful growth despite a lacklustre
macroeconomic environment in the UK.
Revenue increased to £242.5m (2023:
£209.0m) and strong profit conversion
resulted in Adjusted Operating Profit
reaching £29.0m (2023: £24.0m).
We outperformed a market which remains
soft, taking market share and growing
revenue by 5.8% on a like‑for‑like basis.
Our performance was driven by our broad
product portfolio offered to the DIY Retail
sector, which is showing early signs of
recovery, and the impressive growth of our
emerging range of excellent EV chargers.
I have also been pleased by the sustained
improvement we are seeing in our
Adjusted Operating Margin, made even
more impressive when we consider the
year‑on‑year increases in copper and sea
freight, linked to the events in the Red Sea.
Our margin improvement has been
delivered through internal initiatives such
as continually improving factory efficiency,
lean practices and competitive supplier
sourcing.
Our Bank Net Debt position moved to
£68.6m, having increased following the
successful acquisitions of D‑Line and CMD,
nevertheless our balance sheet remains
robust with Bank Net Debt leverage of 1.6x
being comfortably within our target range
of 1.0‑2.0x. Our free cash generation has
been lower than we have seen in previous
years, as at times we have needed to carry
additional inventory to counter potential
supply issues linked to the events in the Red
Sea. This strategy proved successful in the
fourth quarter, when our excellent product
availability meant we were able to capitalise
on improving market conditions and grow
organic revenue 20.8% over this period.
Macroeconomic factors
In 2024, like many businesses, we navigated
an environment shaped by more dynamic
macroeconomic and geopolitical influences
than we have seen historically. For different
reasons, these sometimes rapid changes
have been a recurring theme of recent
years, so I am pleased with the way we
have embraced these shifts to consistently
outperform a volatile backdrop.
Shipping costs, which stabilised at
relatively low levels in 2023, began to rise
in early 2024 following the events in the
Red Sea. Although shipping costs have
been a headwind in 2024, they appear to
have peaked in July and have returned to
lower levels since this time. Importantly,
despite fluctuation, shipping costs in
2024 remained significantly below the
unprecedented heights seen during the
pandemic, both in scale and duration. The
peak in July 2024 was approximately 80%
lower than October 2021 and lasted one
month compared to the elevated levels we
experienced between May 2021 and August
2022.
Revenue
£242.5m
2023: £209.0m| 16.0%
Adjusted Operating Profit
£29.0m
2023: £24.0m| 20.8%
Luceco plc10 Annual Report and Financial Statements 2024
Financial StatementsStrategic Report Governance
Chief Executive Officer’s Review continued
Macroeconomic factors continued
We continue to mitigate the full effect of
changes in shipping costs through our Free
On Board (“FOB”) arrangements with our
major Retail and Hybrid customers, who
take delivery in China and manage their
own shipping processes. This arrangement
provides us with a degree of insulation
from broader market volatility.
Material costs have also been a moderate
headwind as we have moved through
2024, where rising demand and supply
constraints have increased commodity
prices. Although this has been particularly
prevalent to the price of copper, we have
hedging arrangements in place that
offered short‑term protection against
this exposure, helping to manage cost
pressures effectively. We are comfortable
with the rates at which our 2025 hedges
have renewed.
In spite of these macroeconomic factors,
we are pleased to deliver a 50 basis
points increase in our Adjusted Operating
Margin. With our own selling prices
being kept relatively stable to support
consumer demand, this improvement
has been driven by excellent work both
in the UK and China to drive down cost
with both suppliers and in our own
well‑invested factory, which is built to
deliver further benefits as we scale as a
business. Overall, I am delighted to see
our Adjusted Operating Margin return to
through‑the‑cycle levels.
Underlying demand
A key driver for our 5.8% like‑for‑like
revenue growth was 26.6% like‑for‑like
growth within our international businesses.
When we first entered these markets less
than a decade ago, we anticipated it would
take time to establish a strong foothold.
Itis therefore particularly rewarding to see
the hard work of our international sales
teams paying off this year.
All our international businesses delivered
year‑on‑year top‑line revenue growth,
with standout performances in Dubai
and Ireland. Dubai grew 28.0% and has
cemented its position as a leading provider
of LED Lighting and Wiring Accessories
for large‑scale projects in the region.
Meanwhile, Ireland achieved 55.0% growth,
driven by robust demand in both the Retail
and Professional Wholesale sectors.
As our international businesses continue to
scale, we anticipate further improvements
in margins, which is an encouraging
prospect for the Group overall.
Our like‑for‑like revenue growth of 2.1%
in the UK is put into context when we
compare ourselves to the wider UK
construction market, with data from the
Construction Products Association (“CPA”)
indicating that output of our addressable
markets reduced 2.4% in the same
timeframe.
Approximately 60% of our UK business is
focused on delivering residential repair,
maintenance and improvement (“RMI”)
solutions to professional installers and
general consumers performing DIY. Using
CPA data, we estimate that this market’s
output reduced 2.8% in 2024.
Housing transactions, which drive
improvement work both in the lead‑up
to a housing sale as well as following
it, continue to remain subdued. Retail
DIY markets also face challenges with
the Barclays Consumer Spending Index
reporting a 6.7% average reduction in DIY
spending over the course of 2024.
Despite these challenges, our own UK
residential RMI businesses grew 7.1%,
bolstered by a strong close to the year.
Ourretail DIY portfolio experienced a
robust recovery in 2024, we continue to
hold key strategic positions within the
Hybrid sales channel and with demand
for sustainable solutions growing, our EV
charger business is beginning to flourish.
The UK non‑residential arm of our business,
which accounts for approximately 20%
of UK revenue, remained broadly flat
year‑on‑year. This resilient performance
followed an exceptionally strong 2023 and
outperformed a market where output
contracted by 0.5%. Although organisations
continue to be mindful of the cost
pressures they are facing, we consistently
outperform the market in this field as a
result of the efficiency savings delivered by
our products and the strong end‑to‑end
service we deliver.
After a series of strong performances in
recent years, our Exterior LED Lighting
businesses had a challenging year with
an 11.3% reduction in revenue. Although
the CPA estimates that UK infrastructure
market output reduced 0.9% in the year,
this does not fully reflect the challenges
faced by large‑scale LED lighting projects
in 2024, where uncertainty driven by the
UK election and the Autumn budget led
organisations to defer significant capital
investments.
As we look ahead to 2025, the order books
for both DW Windsor and Kingfisher
Lighting are encouraging, positioning us
well for a recovery as market conditions
stabilise.
Within the new housing market, elevated
interest rates continue to make market
conditions tough for housebuilders, with
the CPA estimating a contraction in output
of 9.1% in 2024. However, we estimate this
market makes up less than 5.0% of our
sales and despite market conditions, we
were still able to grow this smaller part of
our business by 7.9%, aided by increasing
sales of EV chargers.
Whilst it is clear that our markets in more
recent years have been challenging as
cost of living increases have reduced
discretionary spending, there are signs
that consumer confidence is returning.
Housing transactions in quarter four were
18.2% higher than the prior year and the
CPA forecasts a return to growth for the
construction industry, supported by falling
interest rates and sustained real wage
growth.
The fundamental growth drivers
supporting our industry and business
remain. The drive towards net zero,
continuous regulatory change, new
technology and an underlying need to
invest in UK housing stock mean we can
be confident that our markets will deliver
healthy and stable growth over the long
term.
Luceco plc11 Annual Report and Financial Statements 2024
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Chief Executive Officer’s Review continued
Strategic highlights
Throughout 2024, we remained committed
to our purpose of helping people harness
power sustainably in everyday life.
Alongside delivering strong financial
results, I am pleased with the progress
we have made in advancing our strategic
priorities to Innovate, Grow and Sustain.
Innovate
Innovation is the foundation of our
purpose – to help people harness power
sustainably in everyday life. Our ability to
see and do things differently creates value
for stakeholders, fuels business growth,
sustains our competitive advantage, and
contributes to the transition to net zero.
We remain focused on developing new
products and enhancing our existing range
with increased functionality tailored to
customer needs. Our global team of over
100 product development specialists drives
a customer‑centric, rapid and low‑risk
development process, which has been
instrumental in the Group’s success.
In 2024, we made significant strides in
expanding our product portfolio. To reflect
the evolution of BG Sync EV’s offering
beyond EV charging, we rebranded to Sync
Energy – a name that better encompasses
our broader range of sustainable energy
solutions. A major milestone has been the
development of our own Home Energy
Management system (“HEMs”), set to
launch in early 2025. This system enables
energy storage in modular batteries from
both the grid and renewable sources, such
as solar panels, allowing consumers to use
lower‑cost energy at optimal times.
With growing demand for EV charging,
increasing renewable energy adoption,
and persistently high energy costs, home
energy management is expected to
become a key growth area both in the UK
and internationally. This next step for Sync
Energy aligns perfectly with our mission to
support a more sustainable future.
We have also continued advancing our EV
charging solutions with the release of our
first commercially focused “Pro Charge”
range in 2024. This is complemented by
our new EV Balancer, which connects up to
16 chargers, dynamically managing power
distribution to ensure safe and efficient
charging expansion without exceeding a
building’s power limits.
Another key milestone has been the
launch of our proprietary Sync Energy App,
designed specifically for our EV chargers.
This app enhances user control through
features like “Tariff Sense” which optimises
charging times based on energy tariffs,
and “Solar Mode” allowing users with
solar panels to maximise self‑generated
energy. Looking ahead, access to charging
data will enable us to collaborate with
energy suppliers to recommend tailored
tariffs, further improving the customer
experience.
Beyond EV solutions, one of our most
exciting innovations in 2024 has been
the launch of the award‑winning Titan
All‑in‑One LED Highbay Light, sold under
the Luceco Lighting brand. Designed for
ultimate flexibility, it features adjustable
wattage, colour temperature and beam
angle, ensuring optimal lighting within
industrial applications such as warehouses,
factories and workshops.
We continue to enhance our Wiring
Accessories and Masterplug product lines.
Our vertically integrated manufacturing
model allows us to make rapid, low‑cost
adjustments to align with evolving market
trends. In 2024, we capitalised on this
agility by launching Superfast USB‑C
sockets under the BG Electrical brand
and new USB‑C wall chargers under the
Masterplug brand – both of which cater to
the increasing demand for fast‑charging
solutions.
Our commitment to innovation with
purpose is a core driver of our strategy,
enabling us to gain market share and
create value through differentiated,
high‑margin products.
Grow
Despite challenging market conditions,
we continue to grow the business both
organically as well as through targeted M&A
in line with our capital allocation policy.
Our range of Wiring Accessories had
another very strong year. In an industry
where project deadlines are tight and
time is an incredibly valuable commodity,
electricians place a high value on our
products which are easy to install, reliable
and have excellent availability. As a result,
many electricians have been using our
Wiring Accessories products throughout
their entire careers. We are incredibly
proud of their loyalty, but we never take it
for granted.
Once again, this year we have invested
in our industry, providing over 8,500
online electrical courses via Luceco
Academy, focusing in particular on trainee
electricians who we hope will become the
next generation of BG Electrical users.
The long‑standing deep relationships
we have with our customers means we
can work together to ensure the right
products are being made available to the
end consumer. Our sales teams continue to
work closely with our R&D teams to extend
existing product ranges to generate new
business wins. In 2024, we released our first
EV chargers sold under the Masterplug
brand. This product extends our reach
by utilising our existing strong customer
relationships and leveraging our strong
Masterplug brand.
We are delighted by the progress our
range of EV chargers have made during
the year and we are now seeing consistent
top‑line sales growth. We started the year
with revenue from EV charging products
typically generating £0.6m per month and
ended with the range generating in excess
of £1.0m per month.
Ultimately, our customers choose our
products as they know they can sell them
to the end consumer with confidence in
their quality and reliability; this leaves us
well placed for future organic growth.
We have complemented the Group’s long
history of organic growth with acquisitions
funded by our consistently strong cash
flow, and in February 2024, we were
delighted to complete the acquisition of
D‑Line (Europe) Limited (“D‑Line”).
Luceco plc12 Annual Report and Financial Statements 2024
Financial StatementsStrategic Report Governance
Chief Executive Officer’s Review continued
Strategic highlights continued
Grow continued
Headquartered in Tyne & Wear in the
UK, D‑Line designs and supplies a
range of innovative cable management
solutions, including decorative cable
trunking and accessories, fire‑rated cable
supports, floor cable protectors and cable
organisers. Employing approximately 60
people, D‑Line serves Retail, Wholesale
and eCommerce customers across the
UK, Europe and North America, with a
dedicated sales and distribution facility in
Kentucky, USA.
D‑Line’s product range is a natural fit
alongside our existing categories. The
business has developed a strong brand
both in the UK and internationally, and
we see significant potential in leveraging
D‑Line’s North American operations to
support our expanding presence in the
region.
Following this, in September 2024, we
were pleased to announce the acquisition
of CMD Limited (“CMD”). Founded in
1984, CMD designs and manufactures
a comprehensive range of wiring
accessories for commercial premises,
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.
With Luceco already well‑established as a
leading supplier of Wiring Accessories to
the UK Residential market, CMD’s strong
presence in the commercial sector makes
it a highly complementary addition.
Our expertise in product development,
manufacturing and sourcing will enable
us to accelerate range innovation and
improve margins for CMD. Additionally,
CMD’s well‑established relationships
with specifiers and contractors present a
valuable opportunity to introduce Luceco’s
professional LED Lighting range to a
broader customer base.
Both D‑Line and CMD are strong
businesses with significant potential. We
look forward to unlocking the opportunities
these acquisitions present while continuing
to drive organic growth that outperforms
our markets.
Sustain
Our Sustain strategy is focused on
taking action to contribute to society’s
sustainability goals as well as investing in
our people and our industry. Taking these
actions now will ensure we sustain our
competitive advantage into the future.
Our operations continue to offer one of the
lowest operational carbon footprints in our
industry and this was reaffirmed with a “B”
rating from the Carbon Disclosure Project
in the first quarter of 2024. This is our third
year of reporting to the platform, so we
are delighted our progress integrating
climate‑related factors into our business
operations has been reflected with a
stronggrade.
We remain committed to our validated
targets from the SBTi of reducing
operational emissions by 46.2% and
reducing value chain emissions by 27.5%
by2031.
To help us achieve our targets we will
continue to source 100% renewable
electricity and extend this commitment
to our newly acquired companies. In
September 2024, we completed the
installation of our second solar PV array at
our manufacturing facility in Jiaxing, China.
When fully operational we anticipate that
13% of the site’s electricity consumption will
be self‑generated. Ensuring we use energy
efficiently across heating, manufacturing
processes and transportation will play an
important role in reducing our use of fossil
fuels.
Together with our SBTi targets, in 2021 we
also set ourselves a challenging objective
of reaching £100m of revenue from low
carbon products by 2025. Whilst we
are pleased with the progress we have
made, having generated £82.6m of low
carbon sales in 2024, we are mindful that
consumer uptake of electric vehicles has
been slower when compared to market
forecasts at the time we set our targets. We
hope to make further progress during 2025.
Sustainability remains at the heart
of our product innovation. Our new
Titan All‑in‑One LED Highbay Light
replaces 72 SKUs with just four, reducing
manufacturing, packaging and logistics
waste while offering greater flexibility to
distributors and contractors. Our Sync
Energy portfolio, including EV chargers and
the upcoming Home Energy Management
system, supports the transition to cleaner
energy. Home Energy Management
systems enable homeowners to store
and manage energy from both the grid
and renewables, reducing emissions and
optimising energy use.
By enhancing efficiency and promoting
low carbon solutions, our products play a
key role in driving sustainable progress.
Beyond environmental sustainability, we
continue to invest in the next generation
of skilled professionals. We are proud to
sponsor the highly acclaimed SPARKS
Learner of the Year awards, which celebrate
the most talented young electricians in the
UK – vital contributors to the future of our
industry.
To sustain and accelerate future growth,
we have also made further investments
in optimising our production and
procurement processes in China. In 2024,
we took key steps to generate cost savings
while enhancing our manufacturing
capabilities. I am particularly pleased with
the progress we have made in expanding
and automating the production of EV
chargers and DW Windsor products, laying
a strong foundation for future scaling and
efficiency.
Outlook
Trading in early 2025 has started well,
although consumer confidence remains
relatively subdued, we are beginning to
see green shoots of recovery within our
markets. Whilst the macroeconomic
outlook for 2025 remains difficult to
judge, I am encouraged by our continued
underlying trading momentum which
leaves us well positioned to make further
progress in the year ahead.
John Hornby
Chief Executive Officer
25 March 2025
Luceco plc13 Annual Report and Financial Statements 2024
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Our Attractive Markets
We operate in attractive markets, with healthy
and stable historic growth that are poised to
benefit from future decarbonisation efforts.
Our enviable
marketpositions
Over the course of the last decade, we have
worked hard to grow our share of existing
markets as well as entering adjacent
markets where we see a competitive
advantage. As a result, we now hold
enviable positions across a range of
industries that are supported by long‑term
growth drivers.
Our markets
are growing
Each of our four distinct construction
markets has exhibited attractive long‑term
growth. We are confident that the right
fundamental drivers are in place in each of
our chosen markets for us to see sustained
growth over the coming years.
Our broad
market offering
Our extensive, strategically built product range, combined with our strong sales channel
access and vertically integrated model, means we are able to successfully compete within
multiple markets.
Moving forward, our growing portfolio of EV chargers, in addition to innovative new
ranges within our core offering, will enable us to extend our reach within new and existing
markets. In 2024, this is well illustrated by the release of our commercial EV charging
range for the non‑residential RMI market.
Residential RMI 60%
New residential housing 5%
Non‑residential 20%
New infrastructure 15%
Wiring
Accessories
LED
Lighting
Portable
Power
Market
Channel
Wiring
devices
Circuit
protection Interior Exterior Masterplug
1
EV
chargers
Residential
RMI
Retail
Professional
Hybrid
New residential
housing
Professional
Non-residential
Professional
Hybrid
New
infrastructure
Professional
Although our markets are attractive,
the opportunities they create can
only be harnessed by those with the
correct processes and knowledge. Our
advantaged business model allows us to
innovate, manufacture new products at
our own facilities and bring new ranges
to market quickly and efficiently under
our trusted brands.
Annualised average
growth since 2014
Residential
RMI
5.7%
New residential
housing
5.7%
Non‑residential
6.3%
New
infrastructure
8.7%
% of Group
revenue
Key: Full product offer Part range
1. Cable reels, extension leads and associated accessories sold under the Masterplug brand.
Luceco plc14 Annual Report and Financial Statements 2024
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Our Attractive Markets continued
Trends that are shaping our markets
3
Amendments to IET wiring regulations
since 2020
Every 5 years
Regular EICR electrical inspections
required for rented properties
+800%
Sales price
difference
Plastic socket USB – A/C
4 million
UK homes below Decent
Homes Standard
1 million
homes per year to be converted with low
carbon heating solutions
6 million
additional EV charging vehicles by 2029
£40bn
per year investment required for
UK to meet net zero
40%
of UK retail spaceneeds re‑purposing
New
technology
Driver
Consumers are increasingly demanding greater
control and efficiency from their wiring devices
and lighting, whilst installers are demanding
technologies that simplify installation. This desire
for increased functionality drives up product
value.
Impact
Our response
We interact regularly with our consumers,
installers and distributors to understand their
emerging needs. We ensure these needs are
reflected in new product designs.
Regulatory
change
Driver
The electrical industry undergoes frequent
regulatory changes. These are often designed to
improve safety or product efficiency and result in
both the renewal of installations and increases in
value of the electrical products used within the
installation.
Impact
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.
Investment in
the built environment
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.
Impact
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.
Climate
emergency
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
Our response
We are extending our reach within the EV
charging market. We are increasing our low
carbon sales to ensure we are at the forefront as
consumers adopt sustainable alternatives.
Luceco plc15 Annual Report and Financial Statements 2024
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Our Advantaged Business Model
Competitive advantage OutcomesHow we add value
High quality, low cost,
vertically integrated
manufacturing
Strong product
development
Strong, well invested
andexpandable brands
Entrepreneurial,
can-doculture
Creating a
net zero pathway
People:
1,669
Number of employees
Customers:
>2,000
Number of customers
Suppliers:
>1,000
Key suppliers
Shareholders:
40‑60%
Annual dividend payout
Communities:
Actively
supporting
training of electrical
contractors
Environment:
34%
Revenue from
low carbon products
Design
Fulfil
Make
Market
• We are the innovators within the product
categories we serve. Innovation allows us
to up‑sell and improve profitability
• We bring new ideas to market quickly
• Our designs offer great quality at a great
price
• Our designs start with the customer in
mind
• Our supply chain:
• Is flexible to customer needs
• Offers high outbound service levels
• Maintains a breadth of inventory close
to the customer
• Uses the best available technology
• Offers products as part of a solution
• 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
• We have been serving our largest
customers for many years
• We have a highly skilled and experienced
sales team
• We operate in diverse but synergistic
sales channels
• We invest in our digital presence and
estate
• We invest in the next generation of
electrical contractors
Underpinned by our culture
Customer-driven Bold & innovative PrincipledTeam-focused
Find out more on pages 55 to 59
Find out more on page 17
Luceco plc16 Annual Report and Financial Statements 2024
Financial StatementsStrategic Report Governance
Our Competitive Advantage
How we operate
creates key competitive
advantages that power
above market profitable
growth
Design
Fulfil
Make
Market
High quality, low cost, vertically
integrated manufacturing
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.
Strong, well invested and
expandable brands
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.
Entrepreneurial, can-do culture
The Group’s “can‑do” culture propels us forward with
a proactive, solution‑oriented mindset. This fosters
innovation, quick problem‑solving and heightened
employee engagement. Our culture not only enhances
operational efficiency but also positions Luceco as
a resilient, customer‑focused company, securing a
competitive advantage within our markets.
Creating a net zero pathway
Our product portfolio, combined with our business
model and experience, puts us in a strong position
to help consumers make sustainable choices. We are
proud of the progress we have made following the
launch of our Luceco Lighting brand, producing highly
efficient, low carbon lighting solutions, and are making
further developments within our EV charger range
in addition to the exciting development of our Home
Energy Management systems. Demand for EV charging
and clean energy solutions for homes and commercial
premises is set to increase significantly.
Strong product development
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.
2024 New product
marketing campaigns:
20
2024 R&D
expenditure:
£5.1m
Annual investment
required for UK to meet
net zero
£40bn
Additional EV charging
vehicles by 2029
6 million
Adjusted Operating
Profit growth since 2019:
Wiring Accessories:
50.4%
LED Lighting:
241.7%
Portable Power:
41.5%
Customer-driven
Bold & innovative
Team-focused
Principled
Luceco plc17 Annual Report and Financial Statements 2024
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Our Strategy
Our purpose:
Creating positive impact:
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.
Our innovation is enhancing lives by allowing our
customers to harness power with efficient and
sustainablesolutions.
20
New product marketing campaigns in 2024
We are successfully growing our business to deliver our
purpose to a larger customer base, for the benefit of all
ourstakeholders.
62%
Adjusted Earnings Per Share growth since 2019
The work we are doing today is contributing to society’s
sustainability goals through the sale of more efficient and
lower carbon products.
£82.6m
2024 revenue from low carbon products
Grow SustainInnovate
Growth in action
Find out more on page 21
Sustainability in action
Find out more on page 23
Innovation in action
Find out more on page 19
We use market-leading innovation to seize our growth
opportunities. Our Innovate strategy covers both
the products that we design and the services that
accompany them.
Product
We constantly innovate to
meet customer needs. We
design high functioning,
higher margin devices in both
existing as well as new
product categories – such as
Home Energy Management
solutions. Our customer‑
driven, bold and innovative
culture is embodied within the
products we develop.
Service
We continually innovate the
services that accompany our
products to improve the
customer experience and sell
our products as part of a
solution. We have
well‑developed lighting
installation design teams to
help specifiers turn their
concepts into reality.
Luceco has a proven track record of growth. We have
complemented the Group’s long history of organic
growth with acquisitions funded by our own cash
generation.
Organic
We are focused on utilising
our well‑developed
infrastructure, innovative
product portfolio and strong
customer relationships to
grow organically.
Acquisitions
We have the right foundation
for a successful “buy and
improve” M&A strategy,
carefully selecting
opportunities that enable the
creation of synergies while
aiding our expansion into new
markets and sectors.
Our Sustain strategy ensures we maintain our
competitive advantage. We are investing in our
people and our industry as well as contributing
increasingly to society’s sustainability goals.
People
Our products are designed,
made, distributed and
installed by people. We invest
in both our people and our
industry to ensure they all
have the skills they need to
help our products shine.
Planet
We aim to lead our industry
by lowering our
environmental footprint, and
in doing so help our
customers to achieve their
own sustainability targets.
Luceco plc18 Annual Report and Financial Statements 2024
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Our ongoing design philosophy is
particularly evident through the
release of our award‑winning Titan
All‑in‑One LED Highbay Light.
Innovate
We have a strong track record of
innovating to grow our business.
We bring our innovations to market
quickly and are often the architects
of change in our industry.
Key stats
£5.1m
2024 R&D expenditure
20
New product marketing campaigns
in 2024
Luceco plc19 Annual Report and Financial Statements 2024
Financial StatementsGovernanceStrategic Report
Strategy in Action
Strategy in Action continued
We have a long history of leading change within
ourindustry, consistently producing products with
enhanced functionality and cutting-edge designs.
Our drive for innovation remains a key part
of our strategy, not only differentiating
our products from the competition,
but also enabling us to up‑sell what we
manufacture to maintain consistently high
margins. Through focus groups, social
media interactions and feedback gathered
via our sales teams, we are launching new
products that meet the contractor’s desire
for quality, value and ease of installation.
In 2024, we made further strides forward
in the development of our product range
across each of our segments.
We continue to enhance our portfolio
of Wiring Accessories and Masterplug
products. Thanks to our vertically
integrated manufacturing model, we can
swiftly make low investment adjustments
within our existing ranges to suit changing
market trends. We have been able to
continue to do this in 2024 through the
release of our Superfast USB‑C sockets
sold under the BG Electrical brand and
our new USB‑C wall chargers sold under
the Masterplug brand. Both ranges utilise
new, variable charging technology, which
provide a fast‑charging solution whilst also
prolonging and protecting battery life.
Our design philosophy is particularly
evident through the release of our
award‑winning Titan All‑in‑One LED
Highbay Light sold under the Luceco
Lighting brand. This product has been
packed with features to provide ultimate
flexibility including wattage change, colour
change and beam angle change. This
ensures optimal lighting for any industrial
environment including warehouses,
factories and workshops. Perhaps its
greatest innovation though is that, when
combined with three accessory SKUs, the
Titan All‑in‑One replaces up to 72 different
SKUs, dramatically reducing stock holding
for stockists and offering contractors
unmatched convenience and flexibility for
on‑site adjustments.
It is this innovation with purpose that our
customers truly appreciate, and we have
been delighted to receive multiple product
awards in 2024, including the Titan All‑in‑
One winning at the Energy Savings Awards
and the Professional Electrician Awards.
The future looks set to offer further
opportunities. BG Sync EV has been
rebranded to Sync Energy and we are now
poised to expand beyond EV chargers and
into the clean energy market. This strategic
rebranding reflects our commitment to
innovation and sustainability.
Innovate
We expect to release our first Home Energy
Management system in 2025, marking
our entry into this new market poised for
significant growth.
Across our Wiring Accessories and
Masterplug ranges we are set to release
further new additions to our already strong
product ranges, including consumer unit
updates and products focused on enabling
consumers to transition to 3‑phase power.
Within LED, we expect wireless controls to
be a future area of growth as consumers
seek further energy savings in the drive
towards net zero. We are excited by
planned enhancements to “Platform”, our
wireless controls offering.
This continual drive for innovation allows
us to consistently differentiate ourselves
within our markets and underpins our
future growth plans.
ULTIMATE
FLEXIBILITY
DESIGNED FOR
Annual Report and Financial Statements 2024
Financial StatementsGovernance
20 Luceco plc
Strategic Report
In 2024 we have supplemented our
strong organic growth with the key
acquisitions of CMD and D‑Line.
Grow
We are focused on growing
within our chosen markets by
leveraging our successful
business model, both in the
UK and overseas.
Key stats
62%
Adjusted Earnings Per Share
growth since 2019
£65.7m
Group M&A investment since 2019
21 Annual Report and Financial Statements 2024
Financial StatementsGovernance
Luceco plc
Strategic Report
Strategy in Action continued
Strategy in Action continued
We have a proven track record of growth.
Wehavecomplemented the Group’s long history
oforganic growth with acquisitions funded by
ourown cash generation.
In addition to delivering a further year of
above‑market organic growth, we were
delighted to complete the key acquisitions
of CMD for £29.7m and D‑Line for £7.8m
in2024.
Both CMD and D‑Line are strong
businesses with significant potential
for improvement as part of the Luceco
Group. Headquartered in Tyne & Wear
in the UK, D‑Line designs and supplies a
range of innovative cable management
solutions, including decorative cable
trunking and accessories, fire‑rated cable
supports, floor cable protectors and
cable organisers. Also based in the UK,
operating from Rotherham, CMD designs
and manufactures a comprehensive range
of wiring accessories for commercial
premises.
A key part of our “buy and improve”
strategy is to identify targets that illustrate
synergy with our existing product
categories and sales channels.
D‑Line’s product range is a natural
extension of our existing portfolio into a
new category within our channels. Their
innovative approach to design, including
their signature half‑round trunking,
resonates with our own design approach to
innovate with purpose.
Through our strong trading relationships
in the UK Retail and Wholesale channels
we have the opportunity to unlock the
potential of D‑Line’s innovative products
and support future sales growth.
For CMD, their range of high‑quality Wiring
Accessories products are closely adjacent
to our existing products sold under the BG
Electrical brand. By joining the Group, CMD
will benefit from access and investment
from our experienced in‑house design
teams to further improve their product
offering within a market with high barriers
to entry. The CMD brand provides access to
this market, which would be challenging to
grow into organically.
For both businesses there is the potential
to improve margins through utilising our
vertically integrated operating model.
Procurement savings can be achieved by
working with our existing global supply
base, presenting the opportunity to
lower costs without impacting quality.
Product development processes can be
streamlined to allow these businesses
to move from concept to launch more
efficiently. Production of certain product
lines can also be performed directly from
our facilities in China where it makes
commercial sense to do so.
Grow
In our assessment of potential acquisition
targets we also look for the potential to sell
across product categories in new channels
and geographies. We are excited by the
opportunity to leverage D‑Line’s operations
in the US to support Luceco’s sales in the
territory. In the case of CMD, there is the
opportunity to cross‑sell with our existing
LED Lighting Projects team into office
refurbishment projects.
As a result of these key synergies, we
foresee that for both businesses we will
be able to accelerate sales volume growth,
enhance margins and ultimately deliver a
strong return on our investment.
Our “buy and improve” growth strategy
We selectively target acquisitions that support our “buy and improve”
growth strategy following specific investment criteria.
Brand
1
2 3 4
2024
2024
2022
2021
2017
1
Growth through
new market entry
2
Growth through new
product categories
3
Clear design and
manufacturing
synergies
4
Opportunities
to cross‑sell
Annual Report and Financial Statements 2024
Financial StatementsGovernance
Luceco plc22
Strategic Report
The work we are performing in the
development of clean energy products
offers huge potential by giving
consumers the opportunity to make
more sustainable choices.
Sustain
We invest in both our business
and our industry to sustain our
competitive advantage and
to contribute to society’s
sustainability goals.
Key stats
>8,500
2024 online electrical courses provided
by Luceco Academy
Carbon neutral
2024 operations
Luceco plc23 Annual Report and Financial Statements 2024
Financial StatementsGovernanceStrategic Report
Strategy in Action continued
Strategy in Action continuedStrategy in Action continued
Our investment in Sync Energy illustrates how we
look to the future to ensure we sustain our
competitive advantage and contribute to society’s
sustainability goals.
We are delighted by the progress we have
made in developing our Sync Energy range,
with new products launched and in the
pipeline that will provide consumers with
greater power to make sustainable choices.
We have made further advances in the
development of our EV chargers through
the release of our first commercially
focused “Pro Charge” range. These
products are supplemented by our new
EV Balancer, which connects up to 16 EV
chargers, dynamically monitoring and
communicating with connected chargers
to ensure each receives equal power,
allowing for easy expansion without
exceeding a building’s safe power limits.
We have also successfully developed
and launched our own Sync Energy App
tailored for our EV chargers. This allows
us to provide enhanced functionality
direct to our customers, giving consumers
greater control of when to charge through
“Tariff Sense” and specialised “Solar Mode”
for those with access to solar panels.
Looking forward, access to charging data
will allow us to enhance our customer
offering by working with energy suppliers
to recommend specific tariffs based upon
individual customer usage.
Furthermore, as renewable energy
penetration increases, balancing the UK
grid system will become more challenging
and require more flexible solutions.
Ownership of our own app will enable us to
work with energy providers and customers
to stabilise the grid through demand side
response (“DSR”), where energy companies
are able to use the data made available
through our app to incentivise customers
to use energy during off‑peak periods.
Perhaps our most exciting development
though has been the design of our own
Home Energy Management system, which
is set to launch to installers and wholesalers
in early 2025. This system enables the
storing of energy in modular batteries, from
both the grid and from renewable energy
sources such as solar panels. This low‑cost
energy can then be used at a time which
works best for the consumer.
For example, the battery can be charged
using cheap energy from the grid
overnight, storing energy which can then
be utilised during breakfast, a peak time
of energy use. Furthermore, the battery
can then be used throughout the day to
store energy generated from solar panels,
which can then in turn be put to use by
consumers during peak times during the
evening.
Sustain
Our expectation is that our Home Energy
Management system will reduce solar
panel payback periods for consumers by
up to 50%, with just potentially 25% of the
up‑front cost.
The transition to net zero relies on the
electrification of energy and our Sync
Energy brand will enable us to help meet
this challenge. We are hugely excited by
the increasing range of energy efficient
options we will be offering consumers,
which not only help them make
sustainable choices, but also sustain our
own competitive advantage.
Strategic Report
Savings from a typical Home Energy Management system
Our HEMs will enable consumers to efficiently control their energy usage.
10pm-6am
Off‑peak time, battery charges from grid
at off‑peak cost (potential saving of up
to 75% on electricity bill)
3pm-10pm
Battery used to offset higher evening
peak time costs
6am-10am
Battery used to offset higher morning
peak time costs
10am-3pm
Battery used to store energy from solar
panels (up to 50% faster payback period
versus solar panels alone)
Annual Report and Financial Statements 2024
Financial StatementsGovernance
Luceco plc24
Strategic Report
Measuring our Performance
Grow SustainInnovate
• The transition to electric vehicles is
accelerating globally
• EV charger innovations will solidify our
place in this growing market whilst
supporting the shift to cleaner energy
• Grow our sales of professional‑grade
products designed for installation by
professional contractors to complement
our existing strong presence in the Retail/
DIY market
• Leverage the route to market provided by
Wiring Accessories to sell other products
via the Professional Wholesale channel, e.g.
LED Lighting and EV charging
• Sell our products as part of a design
• Invest in the agility and efficiency of our
vertically integrated manufacturing
• Invest in our fulfilment capabilities
• Invest in our e‑commerce offering
• Invest in enabling technology
Increase our sales of EV
chargers
Increase sales to
professional customers
Capital
expenditure
EV charger revenue (£m)
2024
9.8
2023
7.8
2022
5.4
Link to risk
1 3 5 6 8
Growth percentage (%)
2024
6.6
2023
6.6
2022
‑2.0
Link to risk
1 3 5 6 8
Capital expenditure (£m)
2024
7.8
2023
8.2
2022
5.6
Link to risk
21 3 4 5 6 8
• Continue our proven track record of both
organic growth and growth through
acquisitions
• Ensure top‑line sales growth is efficiently
converted into earnings through lean
practices
• Keep our operations carbon neutral
• Reduce our value chain emissions by
hitting science‑based targets
Increase our Adjusted
Earnings Per Share
Carbon associated
with our operations
Adjusted Earnings Per Share (p)
2024
12.5
2023
11.1
2022
11.1
Link to risk
1 2 3 5 6 8
• Continue to be at the forefront of
innovation in our industry
• Progressively add greater technology, such
as controls, smart functions and
connectivity, to the Group’s products
Research and development
expenditure
Research and development
expenditure (£m)
2024
5.1
2023
4.1
2022
3.6
Link to risk
5 6
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
Carbon emissions from operations net
of carbon offsets (tCO
2
e)
Net zero
Since 2021
Link to risk
3 7 8
Luceco plc25 Annual Report and Financial Statements 2024
Financial StatementsStrategic Report Governance
Chief Financial Officer’s Review
Luceco performed well in 2024,
finishingthe year strongly against
abackdrop of a lacklustre macroeconomic
environment in the UK
Will Hoy
Chief Financial Officer
Summary of reported results
Summary results (£m)
Reported
2024
Reported
2023
Revenue 242.5 209.0
Operating profit 23.2 22.2
Profit before tax 18.9 18.9
Taxation (4.3) (2.2)
Profit for the year 14.6 16.7
Operating profit of £23.2m was £1.0m higher than 2023 as a result of strong revenue and
gross profit growth 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: £2.3m and acquisition‑related costs of £3.8m
• Fair value movements of hedging portfolio which have not completed in the period:
a£0.3m credit and interest rate swaps of £0.2m costs
Adjusted Operating Profit for the year, excluding the items above, was therefore £29.0m
(2023: £24.0m). See note 1 for further information.
Revenue
£242.5m
2023: £209.0m
Revenue growth
+16.0%
2023: +1.3%
Adjusted Operating Margin
12.0%
2023: 11.5%
Adjusted Operating Profit
£29.0m
2023: £24.0m
Adjusted Earnings Per Share
12.5p
2023: 11.1p
Bank Net Debt Ratio
1.6x
2023: 0.6x
Luceco plc26 Annual Report and Financial Statements 2024
Financial StatementsStrategic Report Governance
Chief Financial Officer’s Review continued
Income statement
Revenue
Revenue bridge: £m Change %
2023 209.0
Acquisitions/closures 23.9 +11.4%
Like‑for‑like increase
1
12.2 +5.8%
Constant Currency
2
245.1 +17.2%
Currency movements (2.6) ‑1.2%
2024 242.5 +16.0%
1. Like‑for‑like revenue (see note 1) increase excludes the impact of currency movements and acquisitions,
seenote 20 of the financial statements for currency rates.
2. 2024 revenue retranslated at 2023 exchange rates.
Revenue of £242.5m was £33.5m (16.0%) higher than 2023 as business growth returned.
Like‑for‑like revenue, excluding the impact of currency, increased by £12.2m in the period,
up 5.8%. The Group continues to take market share, with Luceco’s overall addressable
market experiencing a 2.4% decline, the Group’s performance in 2024 compares highly
favourably. Within the UK, our infrastructure‑related businesses had a more difficult
period falling by over 11%, however excluding these businesses UK growth was over 5.7%.
Our international businesses had a strong year with like‑for‑like growth of 27%, with
growth across all key international regions.
The Group performed strongly in the Residential RMI DIY market, with results up 15.6%
on a like‑for‑like basis. The Group also grew by 9.3% in the new residential sector and had
growth of 6.7% in the residential RMI professional sector. Within the non‑residential sector,
the Group’s result improved by 4.7% on a like‑for‑like basis, however the infrastructure
sector struggled with a decline of 11.0% on alike‑for‑like basis.
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:
2024
£m
2024
% of total
2023
% of total
Change vs
2023 %
Retail 58.5 26.4% 22.4% +23.4%
Hybrid 48.4 21.9% 23.9% ‑1.8%
Professional Wholesale 57.8 26.1% 25.2% +6.5%
Professional Projects 56.5 25.6% 28.5% ‑2.6%
Like-for-like revenue (see note 1) 221.2 100.0% 100.0% +5.8%
Currency impact (2.6)
Acquisitions/closures 23.9
Total revenue 242.5 +16.0%
Our Hybrid and Retail channels represent just under half of the Group’s like‑for‑like
revenue in the year and combined grew by 10.5%, with strong volume growth in Portable
Power, LED and EV products. The Professional channel, including Wholesale and Projects,
grew by 1.8% overall in the period, reflecting a more difficult channel to market, largely as
a result of declines in LED impacted by the infrastructure market.
The Group is particularly encouraged by the EV charger performance, which has grown by
over 26% in the year. We are beginning to see traction in the commercial markets which
will provide a strong growth opportunity for 2025 and beyond, together with our retail
proposition.
Revenue by geographical location of customer:
2024
£m
2023
£m
Change vs
2023 %
UK 184.2 173.6 +6.1%
Americas 22.5 8.6 +161.6%
Europe 21.5 12.9 +66.7%
Middle East and Africa 10.3 8.3 +24.1%
Asia Pacific 4.0 5.6 ‑28.6%
Total revenue 242.5 209.0 +16.0%
Revenue by geography and location of the customer highlights the strong international
progress we have seen across the Middle East, Europe and Americas. European sales in
Spain were encouraging in 2024 as the business began to get traction in the Spanish
market. Sales improved in the Americas, largely as a result of stronger sales from Portable
Power in North America and our growing South American LED offering. Sales in the
Middle East and Africa surpassed expectations with a strong second half in 2024.
Luceco plc27 Annual Report and Financial Statements 2024
Financial StatementsStrategic Report Governance
Chief Financial Officer’s Review continued
Income statement continued
Profitability
Adjusted Operating Profit of £29.0m for 2024 was £5.0m ahead of 2023. The key drivers were as follows:
Adjusted Operating Profit bridge:
Bridge from
2023
£m
Bridge from
2022
£m
Adjusted Operating Profit
2023/2022 24.0 22.0
Acquisitions/closures 1.9 0.6
Like‑for‑like increase
1
3.0 3.5
Currency movements 0.1 (2.1)
2024/2023 29.0 24.0
1. Like‑for‑like profit movements exclude the impact of currency movements and acquisitions/closures, see note 20 of the notes to the financial statements for currency rates.
The net impact of acquisitions and closures was £1.9m, which reflects the acquisitions of D‑Line and CMD during the year. Overall Adjusted Operating Profit, excluding acquisitions/
closures and at Constant Currency improved by £3.0m, driven largely by the stronger performance across the UK channels.
The currency tailwind in the year was £0.1m on Adjusted Operating Profit, which was a combination of favourable RMB on Chinese products and adverse USD on the sales of products.
Adjusted Operating Costs increased by £10.2m at Constant Currency. The majority of the increase came from wage increases and associated costs. Excluding the impact of
acquisitions, costs increased by £4.3m, which was a 7.4% increase on a Constant Currency basis.
Overall Adjusted Operating Margin of 12.0% is a strong result, up 50 basis points on the prior year. We continue to believe the Group’s strong operating leverage can improve operating
margins further within the range of 12%‑15%.
The table below provides a more detailed view of the currency impact in the year:
Adjusted
2024
actual
1
£m
Currency impact
Adjusted
2024 at
Constant
Currency
2
£m
Constant Currency
variance to 2023 Adjusted
2023
actual
£m£m % £m %
Revenue 242.5 (2.6) (1.2%) 245.1 36.1 +17.2% 209.0
Cost of sales (145.3) 2.4 (1.9%) (147.7) (21.0) +16.6% (126.7)
Gross profit 97.2 (0.2) (0.2%) 97.4 15.1 +18.3% 82.3
Gross margin % 40.1% +0.4ppts 39.7% +0.3ppts 39.4%
Operating costs (68.2) 0.3 (0.5%) (68.5) (10.2) +17. 5% (58.3)
Operating profit 29.0 0.1 +0.4% 28.9 4.9 +20.4% 24.0
Operating margin % 12.0% +0.2ppts 11.8% +0.3ppts 11.5%
1. Year ended 31 December 2024 translated at 2024 average exchange rates.
2. Year ended 31 December 2024 translated at 2023 average exchange rates.
Luceco plc28 Annual Report and Financial Statements 2024
Financial StatementsStrategic Report Governance
Chief Financial Officer’s Review continued
Income statement continued
Net finance expense
Adjusted Net Finance Expense increased by £1.3m, reflecting an increase in our facility,
which is in place to support the Group’s acquisitions and working capital requirements as
the Group grows.
Taxation
The effective tax rate on Adjusted Profit Before Tax increased by 4.5ppts to 22.9% in 2024
following some advantageous tax rates in 2023 and a higher proportion of the Group on a
UK tax rate of 25%.
Adjusted Free Cash Flow
Adjusted
1
Free Cash Flow (£m)
Adjusted
1
2024
Adjusted
1
2023
Operating profit 29.0 24.0
Depreciation and amortisation 7.9 7.4
EBITDA 36.9 31.4
Changes in working capital (17.2) 0.2
Other items 2.0 1.0
Operating cash flow 21.7 32.6
Operating Cash Conversion
2
74.8% 135.8%
Net capital expenditure (7.8) (8.2)
Interest paid (4.1) (2.8)
Tax paid (6.3) (3.6)
Free cash flow 3.5 18.0
Free cash flow as % revenue 1.4% 8.6%
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 £3.5m in the period was impacted by a
strong final quarter which resulted in a year‑end timing difference on trade and other
receivables. Trade and other receivables were a cash outflow of £17.1m in 2024 compared
to a £3.1m outflow in 2023. Our expectation is that this will reverse in 2025.
Capital expenditure
The Group’s net capital expenditure consists of capitalised product development costs and
the purchase of physical assets. Capex was £7.8m (2023: £8.2m) and represented 3.2% of
revenue (2023: 3.9%) 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.
Capital structure and returns
Return on capital
Return on Capital Invested was lower than the prior year at 20.2% (2023: 20.6%) which
remains above our target range of 20% or higher. As previously flagged, our returns will
naturally moderate as Luceco 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.
2024 2023 Change %
Reported net debt £75.1m £22.8m +229.3%
Less: IFRS 16 finance leases (£7.2m) (£5.1m) +41.5%
Finance leases – pre‑IFRS 16 £0.7m £0.7m —
Bank Net Debt £68.6m £18.4m +272.6%
Bank Net Debt : Bank EBITDA 1.6 0.6 166.7%
During the year, the Group acquired two businesses for a total of £37.5m including cash
received on acquisition which has impacted the reported net debt in the period together
with a timing issue on trade and other receivables at the end of the year of £17.1m. The
Group’s non‑utilised facilities totalled £54.3m. The Group’s existing revolving credit facility
was expanded by £40m in the period, via the accordion facility available under the terms
of its syndicated bank facilities. The Group is currently in discussions regarding a new
banking facility in order to replace the existing facility; these discussions are progressing
in line with expectations.
The Company’s covenant position and headroom at 31 December 2024 was as follows:
2024 full‑year covenant Covenant Actual Headroom
Bank Net Debt : Bank EBITDA 3.0 : 1 1.6 : 1 Bank Net Debt
headroom: £56.5m
Bank EBITDA
headroom: £18.8m
Bank EBITDA : Adjusted
Net Finance Expense
4.0 : 1 10.2 : 1 Bank EBITDA
headroom: £25.3m
Net finance expense
headroom: £6.3m
Luceco plc29 Annual Report and Financial Statements 2024
Financial StatementsStrategic Report Governance
Chief Financial Officer’s Review continued
Capital structure and returns continued
Capital structure continued
The key measures which management use to evaluate the Group’s use of its financial resources and capital management are set out below:
2024 2023
Adjusted
1
Earnings Per Share (pence) 12.5 11.1
Bank Net Debt : Bank EBITDA (times) 1.6 0.6
Adjusted
1
Free Cash Flow (£m) 3.5 18.0
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 130. 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 3.3p, taking the full‑year dividend to 5.0p, representing a payout of 40% of earnings. The final dividend will be paid on 22 May 2025 to
shareholders on the registrar on 11 April 2025.
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
2024 2023 Change 2024 2023 Change
Revenue £108.9m £82.6m +31.8% £108.9m £82.6m +31.8%
Operating profit £19.1m £15.0m +27. 3% £14.9m £15.3m ‑2.6%
Operating margin % 17. 5% 18.2% ‑0.7ppts 13.7% 18.5% ‑4.8ppts
1. Further details of adjustments are in note 1 of the consolidated financial statements.
Wiring Accessories is the Group’s most profitable segment, generating 66% of the Group’s operating profit and 45% of its revenue, under a brand established over 80 years ago.
Sales into the Wiring Accessories segment were £108.9m, which was a significant increase of 32% over 2023, largely driven by the Hybrid and Retail channels. The Adjusted Operating
Margin was 17.5% (2023: 18.2%) which remains a key driver for the Group’s overall profitability.
Luceco plc30 Annual Report and Financial Statements 2024
Financial StatementsStrategic Report Governance
Chief Financial Officer’s Review continued
Operating segment review continued
LED Lighting
Adjusted
1
Reported
2024 2023 Change 2024 2023 Change
Revenue £78.4m £79.0m ‑0.8% £78.4m £79.0m ‑0.8%
Operating profit £4.1m £4.7m ‑12.8% £2.7m £3.2m ‑15.6%
Operating margin % 5.2% 5.9% ‑0.7ppts 3.4% 4.1% ‑0.7ppts
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 32% of Group revenue.
Revenue was 0.8% behind the prior year as a result of the headwinds we have faced in the Infrastructure channel, however this was nearly all offset by gains in the international
businesses and a recovery in the UK markets and channels. Operating profit was behind the prior year, reflecting wage inflation in the UK, with operating margin at 5.2%. 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
2024 2023 Change 2024 2023 Change
Revenue £55.2m £47.4m +16.5% £55.2m £47.4m +16.5%
Operating profit £5.8m £4.3m +34.9% £5.6m £3.7m +51.4%
Operating margin % 10.5% 9.1% +1.4ppts 10.1% 7.8% +2.3ppts
1. Further details of adjustments are in note 1 of the consolidated financial statements.
The Portable Power segment consists of two main elements:
• Cable reels, extension leads and associated accessories sold under the Masterplug brand
• EV chargers sold under the Sync Energy brand
The Group enjoys a leading position in the UK portable power market. The business generates 23% of Group revenue and 20% of Group Adjusted Operating Profit. Revenue increased
by a significant 16% in the period with strong performance in the Americas and UK regions.
EV charger sales totalled £9.8m, a growth rate of 26% in the period, which was highly encouraging. 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 69 and 70 and the Group’s Going Concern Statement can be found on page 130.
Will Hoy
Chief Financial Officer
25 March 2025
Luceco plc31 Annual Report and Financial Statements 2024
Financial StatementsStrategic Report Governance
We believe that through the
way we act, Luceco has a
significant opportunity to
create a lasting positive
impact on the world around us.
We aim to do this through addressing three key areas of focus:
Creating a
sustainable future
Find out more on page 34
Empowering
people
Find out more on page 55
Working with integrity
and transparency
Find out more on page 58
Luceco plc32 Annual Report and Financial Statements 2024
Financial StatementsStrategic Report Governance
Environment, Social and Governance
Environment, Social and Governance continued
Three key areas of focus:
Creating a
sustainable future
Empowering
people
Working with integrity
and transparency
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 is recycled
and further that the packaging of the products we sell is
recyclable.
Whilst we recognise there is more to do, we continue
to source 100% renewable electricity and offset our
Scope 1 and Scope 2 emissions 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. 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.
Luceco plc33 Annual Report and Financial Statements 2024
Financial StatementsStrategic Report Governance
Environment, Social and Governance continued
Creating a
sustainable future
Climate change
We recognise that climate change poses
both risks and opportunities for our
business. We have seen a growing mandate
from our stakeholders for meaningful
action on climate change and to tackle our
greenhouse gas emissions. Recognising
this, climate change is included within
our “Macroeconomic, political and
environmental” principal risk. As society
transitions towards a net zero future, 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 34 to 53.
How we’re creating a sustainable future
Objectives/Workstreams Status Action in the year Read more
Task Force on Climate‑related
Financial Disclosures
• Climate working groups
• Review of risks
• Scenario analysis
page 35
pages 36 to 42
page 47
Greenhouse gas emissions
• Commitment to measure
and reduce greenhouse gas
emissions
pages
48 to 53
Sustainability objectives
• Preparing for new IFRS S2
Climate‑related Disclosure
Standards
• Third‑party verification of
Scope 1 and 2 emissions
• Development of lifecycle
carbon footprint
assessments
page 53
page 54
page 54
Key to status
Ahead of target On target Requires improvement
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 over 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
Luceco plc34 Annual Report and Financial Statements 2024
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Environment, Social and Governance continued
Creating a sustainable future 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.
During the year, the Board reviewed
and signed off significant investment in
our Home Energy Management system
product development which is a key part
of our low energy carbon product offering.
Additionally, the Board endorsed the
installation of a second solar PV array at
our manufacturing facility in Jiaxing and
we continue to source 100% renewable
electricity for our operational sites.
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 established three working groups.
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 – comprises
senior management from key business
areas, including product development,
operations, finance and supply chain. They
are responsible for the identification and
management of climate‑related matters
within their area of the business and
supporting the implementation of carbon
reduction measures.
Markets & Trends Working Group –
comprises 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 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. Following the acquisition
of D‑Line, their Chief Operating Officer
(“COO”) has joined the group, and we look
to include representatives from CMD and
Sync Energy over the course of next year.
Manufacturing Working Group –
includes senior representatives from our
manufacturing facility in Jiaxing, with
responsibility for the development of
initiatives to reduce energy consumption
and emissions. We have been working
closely with some of our largest customers
towards sustainable packaging.
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 92 to 109.
Luceco plc35 Annual Report and Financial Statements 2024
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Informing
Informing
Reporting
Reporting
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 64 to 68.
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.
Task Force on Climate-related Financial Disclosures (“TCFD”) continued
Governance continued
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
Manufacturing
Working Group
Sustainability
Working Group
Markets & Trends
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
• Includes senior management from
key business areas including product
development, operations, finance
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
• Includes senior management
in customer‑facing roles across
individual business units and
key sales channels
• 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 three working groups
Luceco plc36 Annual Report and Financial Statements 2024
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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:
Products & Services,
Supply Chain,
Research &
Development,
andOperations
Change in year: Risk and impact:
• In 2024, we reviewed our top ten customers in each category and
estimate that approximately 46% 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). This does not include a measure of
professional projects with climate or sustainability commitments
built into project tenders etc
• We experienced an increased demand for information on the
embodied carbon and circular design characteristics of lighting
products as part of the tendering process for professional
projects (TM65, TM66 and EPDs)
• Emerging interest shown from our larger trade customers in our
carbon management strategy and emission reduction targets
• 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
• Responding to external data requests such as the Carbon Disclosure Project
(“CDP”) and EcoVadis to increase transparency of our actions to address
climate change and wider ESG matters
• 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
• 31 SKUs have achieved the Green Star rating with leading hybrid retailer
Screwfix with a further 175 nominated. 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
• We have invested in our internal capabilities to develop product information for
TM65
1
, TM66
1
and Environmental Product Declarations (“EPDs”) assessments
for LED lighting products. Across our lighting business units, we have
completed over 100 TM65 and TM66 assessments along with six EPDs
Time horizon:
Short, medium and
long term
Risk appetite:
Risk accepting
Net risk level:
Medium
Averse
Low
High
Metrics:
Total GHG emissions
% revenue from customer with GHG
emission reduction target or net zero
commitment
Risk owner: CFO
1. TM65 provides methodology on calculating the embodied carbon of building services equipment and TM66 provides a framework for action and assessment to create a circular economy in the lighting industry.
Luceco plc37 Annual Report and Financial Statements 2024
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CR2
Transition: Increased stakeholder concern or negative stakeholder feedback
Link to strategy:
Products & Services,
Supply Chain,
Research &
Development,
and Operations
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 a loss of revenue or negative impact on share prices
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
• Responding to external data requests such as the Carbon Disclosure Project
(“CDP”) and EcoVadis to increase transparency of our actions to address
climate change and wider ESG matters
• Proactive approach to emissions reductions including investment into
operational efficiency, 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:
Medium
Averse
Low
High
Metrics:
Total GHG emissions
% revenue from customer with GHG
emission reduction target
Risk owner: CFO
CR3
Physical: Increased severity and frequency of extreme weather events
Link to strategy:
Operations and
Supply Chain
Change in year: Risk and impact:
• Following our detailed assessment of physical risks on pages 64
to 68, 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 a loss of
revenue
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:
Medium
Averse
Low
High
Metrics:
Physical risk exposure rating (EarthScan
Rating)
Risk owner: CFO
Task Force on Climate-related Financial Disclosures (“TCFD”) continued
Risk Management continued
Climate-related risks continued
Luceco plc38 Annual Report and Financial Statements 2024
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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:
Products & Services,
Supply Chain,
Research &
Development
Change in year: Opportunity and impact:
• The electrification of energy presents a significant opportunity
for the Group as new markets emerge through the transition to
net zero
• Increased electrification could create opportunities for new
product categories that complement our existing offering, such
as battery storage, inverters, solar PV and Home Energy
Management systems etc
• We expect demand for EV charging solutions for homes and
commercial premises to increase, having achieved 26% growth in
2024
• Our Home Energy Management system is a 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
• Continued investment in R&D enables us to develop innovative products such
as EV chargers for commercial premises and Home Energy Management
systems for integrating residential batteries, EV chargers, solar PV systems and
heating controls
• Our Residential EV Charger division also continued to outperform, with
quarterly year‑on‑year growth of c.50%, reflecting both a strengthening market
and successful new product launches
• Dedicated R&D functions in China and the UK employing 130 specialists with
an expenditure of £5.1m in 2024
• 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 opportunity level:
Medium
Low
High
Metrics:
Revenue for low carbon products
Risk owner: CFO
CO2
Expansion of existing products and services
Link to strategy:
Products & Services,
Supply Chain,
Research &
Development
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. Opportunity to include
LED lighting products as part of their solution
• 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 130 specialists with
an expenditure of £5.1m in 2024
• New product innovations include solar‑powered off‑grid lighting, hybrid
lighting solutions as well as more efficient lighting products
• Strategic investment with our long‑standing partner, eEnergy Group plc. We
are a key supply partner to the company’s eLight business who operate within
the non‑residential segment
Time horizon:
Short to medium term
Net opportunity level:
Medium
Averse
Low
High
Metrics:
Revenue for low carbon products
Risk owner: CFO
Luceco plc39 Annual Report and Financial Statements 2024
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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
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 this year 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
differ 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, typhoons and tornadoes. 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
Luceco plc40 Annual Report and Financial Statements 2024
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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) thathave 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.
Key:
1
Number of sites
Medium Medium-high High Very High
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
Spain
1
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.
Risk exposure
1
Very low
2
Low
3
Medium
4
Medium‑high
5
High
6
Very high
Luceco plc41 Annual Report and Financial Statements 2024
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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 2024 we experienced
no adverse impacts to our operations or
our suppliers because of extreme weather
events.
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
themselves 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 of Innovate, Grow
and Sustain help to ensure our work
contributes increasingly to society’s
sustainability goals.
Innovate
Through research and development,
we will continue to develop innovative
products which are more efficient and
designed with circularity in mind. As we
progressively add greater technology,
such as controls, smart functions and
connectivity, we can help our customers
reduce their energy usage.
Grow
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.
Sustain
We aim to lead the industry by lowering
our environmental footprint, and in doing
so help our customers to achieve their own
sustainability targets.
Transitioning to a low carbon economy
We recognise the UK Government’s net
zero target for 2050 and 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 have been
validated by the Science Based Targets
initiative (“SBTi”). 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 Jiaxing, China.
When fully operational, we anticipate
around 13% of the site’s electricity
consumption will be self‑generated.
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 6% compared to last
year. Kingfisher Lighting have moved into
new premises, and we have implemented
a state‑of‑the‑art lighting system with
modern controls to reduce electricity
consumption. We have also installed EV
chargers at our sites to support employees
with the transition to electric vehicles.
Luceco plc42 Annual Report and Financial Statements 2024
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Creating a sustainable future continued
Task Force on Climate-related
Financial Disclosures (“TCFD”)
continued
Strategy continued
Transitioning to a low carbon economy
continued
Over the medium term, we will need to
continue the transition of company vehicles
to electric and low carbon alternatives as
well as assessing the use of low carbon
heating solutions across our estate.
Our Scope 3 target focuses on emissions
from the use of the products we sell.
Wecontinue 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. While the pace of
decarbonisation has slowed in recent years,
the UK Government remains committed to
delivering a clean power system by 2030.
To strengthen our transition to a
low‑carbon economy and reduce emissions
across our GHG inventory, we have
assessed our current practices against the
Transition Plan Taskforce (“TPT”) Disclosure
Framework. This framework defines
best practices for credible and robust
transition plan disclosures. We are now
reviewing the findings alongside the IFRS
S2 Climate‑related Disclosure Standard
to shape our approach, ensuring a clear
strategic direction to achieve our targets
and comply with forthcoming disclosure
requirements.
0.5
0.4
0.3
0.2
0.1
0.0
2015 2016 2017 2018 2020 2023 2024202220212019
kgCO
2
e/kWh
UK electricity grid emissions intensity
Luceco plc43 Annual Report and Financial Statements 2024
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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 tech.
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.
Link to strategic priorities
Innovate, Grow, Sustain Sustain Innovate, Sustain Sustain
Link to climate-related risks and opportunities
CR1
CR2
CO1
CR1
CR2
CR3
CO1
CO2
CR1
CR2
CO1
CR1
CR2
CR3
CO1
CO2
Achievements during 2024
• £82.6m revenue generated from low carbon
product categories
• Strong pipeline of new products including EV
chargers for commercial premises, Home
Energy Management systems for integrating
residential batteries, EV chargers, solar PV
systems and heating controls as well as
solar‑powered lighting solutions
• Continued development of TM65, TM66 and
EPD for LED products in response to
increased customer demand for
sustainability‑related product information
• Our lighting divisions have been offering CPD
sessions focused on sustainable lighting
solutions with customers
• 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 team in China
has been engaging with our OEM suppliers to
obtain critical data for these assessments
• Specialist R&D function in China and the UK
employing 130 specialists with an expenditure
of £5.1m (£4.1m in 2023)
• Development focus on EV and Home Energy
Management systems which are key growth
areas for the business and also a key high
market growth opportunity
• DW Windsor continue to develop innovative
hybrid power lighting solutions to help
customers reduce their energy consumption
and costs
• Sourced 100% renewable electricity for all
Group operations in 2024, for the third
consecutive year
• Completion of the second solar PV array at
our manufacturing facility in China
• Investment in energy management at Telford
site to reduce natural gas consumption
• Installation of EV charges at Telford site for
employees and visitors
• ESOS audits completed for UK sites
• Superior packaging solutions implemented
• Kingfisher Lighting have moved into a new
distribution centre fitted out with our energy
efficient lighting and controls
Targets and commitments
Luceco plc commits to reduce absolute Scope 3 GHG emissions
from the use of sold products by 27.5% by 2031 from a 2021
baseyear.
Luceco plc commits to generating £120m revenue from low
carbon product sales by 2030.
Luceco plc commits to reduce absolute Scope 1 and Scope 2
GHG emissions by 46.2% by 2031 from a 2021 base year.
Luceco plc44 Annual Report and Financial Statements 2024
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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 solutions to complement their
existing offering.
In November 2023, we completed a strategic
investment in eEnergy, an important
customer within our LED Lighting Projects
business. eEnergy is a net zero energy
services provider, empowering organisations
to transition to net zero by tackling energy
waste and consuming clean energy,
without the need for upfront investment.
They are well positioned to become an
increasingly relevant sales channel within
the non‑residential segment, and we look
forward to working in collaboration to
explore growth opportunities for our LED
lighting and other products.
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.
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 £82.6m of revenue from
low carbon products
1
in 2024. As we move
forward we are going to include our Home
Energy Management systems, which will
begin delivering sales in 2025, within our
low carbon products target. Accordingly,
we have revised our target to include these
products and have set a target of £120m of
low carbon sales by 2030.
Over the course of 2024, we have invested
£5.1m in R&D, 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, installed
EV chargers at our Telford site and installed
LED lighting and controls at the new
Kingfisher site.
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 2024, 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.
Over the course of 2025, we plan to repeat
our scenario analysis in line with our
three‑year planning cycle. Objectives for
the next analysis are to incorporate more
quantitative assessments of the potential
financial impact, taking into consideration
the requirements of the IFRS S2 standard.
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, could 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.
1. Low carbon products are classified as LED lighting,
excluding revenue from lighting columns, and EV
chargers, see page 53 for more detail.
Luceco plc45 Annual Report and Financial Statements 2024
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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.
Luceco plc46 Annual Report and Financial Statements 2024
Strategic Report Financial StatementsGovernance
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 andopportunities continued
Transition risk/opportunity Description Potential financial impact Scenarios
Short
term
Medium
term
Long
term
Risk
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 6
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
andindirect operating costs. Failure to comply with
reporting obligations could have a negative impact on
ourreputation.
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
usuallybe 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 estimated to be worth £500m annually by
2025.
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, smart plugs
and 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
withinexisting 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
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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 and PCAF, utilising emission factors published by the UK Government,
the International Energy Agency (“IEA”) and Exiobase. 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 2024, compared to the previous year and our 2021 base year.
Thetable excludes CMD Limited and D‑Line due to the timing of these acquisitions.
Aseparate table has been included for D‑Line (see following page).
GHG emissions (tCO
2
e) 2024 2023 2022 2021
Change
vs
2023
Change
vs
2021
Scope 1
Natural gas 481.8 467.0 380.1 432.7 3% 11%
LPG 7.4 8.4 5.8 5.9 ‑12% 25%
HFCs 182.4 137.0 57.3 46.8 33% 290%
Company vehicles 328.3 522.1 459.6 483.9 ‑37% ‑32%
Scope 2
Market‑based method
(“MBM”) — — — 195.3 — ‑100%
Location‑based method
(“LBM”) 5,634.6 4,999.1 4,139.8 5,240.9 13% 8%
Scope 3
Purchased goods
andservices 75,498.0 69,248.7 60,900.4 83,623.0 9% ‑10%
Capital goods 1,581.5 1,777.8 1,596.1 2,418.8 ‑11% ‑35%
Fuel and energy‑related
activities 2,013.9 1,850.1 1,534.6 1,944.9 9% 4%
Upstream
transportation and
distribution 11,982.0 7,596.4 14,557.1 10,783.7 58% 11%
Waste generated
inoperations 221.1 187. 3 253.8 208.0 18% 6%
GHG emissions (tCO
2
e) 2024 2023 2022 2021
Change
vs
2023
Change
vs
2021
Business travel 787.0 921.8 628.5 402.0 ‑15% 96%
Employee commuting 1,122.8 1,149.0 1,053.2 1,386.8 ‑2% ‑19%
Downstream
transportation and
distribution 13,018.5 7,007.6 13,611.5 20,206.4 86% ‑36%
Use of sold products 441,721.7 405,258.0 430,472.0 526,774.6 9% ‑16%
End‑of‑life treatment of
sold products 777.1 715.5 763.3 1,077.6 9% ‑28%
Investments 142.9 207.6 — — ‑31% —
Total Scope 1 + 2
(MBM only) 999.9 1,134.5 902.8 1,164.6 ‑12% ‑14%
Total Scope 3 548,866.5 495,919.8 525,370.5 648,825.8 11% ‑15%
Total GHG emissions 549,866.4 497,054.3 526,273.2 649,990.4 11% ‑15%
Outside‑of‑scope direct
biogenic emissions 11.6 20.0 19.7 27.2 ‑42% ‑57%
Emissions intensity
ratio
£m revenue 218.8 209.0 206.3 228.2 5% ‑4%
Scope 1 + 2 (MBM)
tCO
2
e/£m revenue 4.6 5.4 4.4 5.1 ‑15% ‑10%
Scope 3 tCO
2
e/£m
revenue 2,509.7 2,372.8 2,546.6 2,843.2 6% ‑12%
In 2024, we have continued our efforts to improve our emissions quantification
methodology and have restated our historic emissions profile to reflect this. We have
worked with our main freight forwarder to obtain activity‑based calculations, allowing
us to improve the accuracy of our upstream transportation and distribution emissions.
We have also improved the underlying dataset used in the LED lighting element of our
use of sold products calculations. We now have product data for 99% of our sold lighting
products, which has increased from 70% in 2021; the implications of this improvement are
discussed in more detail as part of our Scope 3 target analysis on page 53.
Luceco plc48 Annual Report and Financial Statements 2024
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Environment, Social and Governance continued
Creating a sustainable future continued
Task Force on Climate-related Financial Disclosures (“TCFD”) continued
Metrics and Targets continued
Greenhouse gas emissions continued
We have continued efforts to improve our emission quantification methodology
and have begun work on incorporating the addition of D‑Line into the Group’s GHG
accounting. TheGroup’s reported emissions exclude both D‑Line and CMD, with D‑Line’s
2024 emissions reported below. The emissions profile for both D‑Line and CMD will be
includedin reporting in 2025.
D‑Line GHG emissions (tCO
2
e) 2024
Scope 1 24.7
Scope 2 (MB) —
Scope 3 7,315.1
Total 7,339.8
Outside‑of‑scope biogenic emissions 0.3
Emissions intensity ratio
£m revenue 22.9
Scope 1 + 2 (MBM) tCO
2
e/£m turnover 1.1
Scope 3 tCO
2
e/£m turnover 319.9
D‑Line energy use (kWh) 2024 2023 % change
Natural gas 132,183 128,764 3%
LPG 13,073 16,773 ‑22%
Company vehicles 26,572 24,741 7%
Electricity 625,196 630,060 ‑1%
Total 797,024 800,339 ‑0.4%
D‑Line energy use (tCO
2
e) 2024 2023 % change
Natural gas 15.2 14.3 6%
LPG 2.8 3.6 ‑22%
Company vehicles 6.7 6.2 7%
Electricity — 111.5 ‑100%
Total 24.7 135.6 ‑82%
The table below details our 2021, 2022 and 2023 GHG emissions reported in the 2023
Annual Report. These values have now been restated following the methodology
improvements and restated emissions provided in 2024. Our Scope 1 and 2 emissions
and “Use of sold products” emissions for 2021 have remained the same under our SBTi
target commitment. A significant change has arisen for upstream transportation emission
calculations, which has moved from a financial spend model to incorporating activity
data provided by one of our major logistics providers. As a result, we have restated our
2023, 2022 and 2021 emissions profile to it in line with our new methodology.
Our GHG inventory has seen a year‑on‑year increase, but an overall decrease against the
2021 base year. This was driven primarily by a 9% increase in our largest emission source,
the use of sold products. There are numerous factors driving this increase, including a
10% increase in sales volumes compared to 2023 and changes in our product mix (i.e.
higher value and more powerful commercial lighting versus residential lighting) in 2024.
Upstream and downstream transportation emissions have increased compared to last
year. Emissions in these categories have been calculated using a mixture of activity
data from suppliers and spend‑based factors, where deflators are used to normalise the
financial spend to align with the emission factors. The deflators use a region‑specific
average which does not capture the significantly higher inflationary pressure that was
experienced for shipping costs since the COVID‑19 pandemic. For 2024, we successfully
moved away from spend‑based factors for one of our main freight suppliers; however,
a significant proportion remains on a spend‑based calculation. As a result, emissions
in previous years are likely to be overstated due to higher freight costs over this period.
We will continue work in 2025 to obtain more activity data and shift away from the
spend‑based method.
Historic emissions (pre-restatement)
GHG emissions (tCO
2
e) 2023 2022 2021
Scope 1 1,134.5 902.7 969.4
Scope 2 — — 195.3
Scope 3 496,359.0 531,775.0 656,613.9
Total 497,493.5 532,677.7 657,778.5
Outside‑of‑scope biogenic emissions 20.0 19.7 27.2
Luceco plc49 Annual Report and Financial Statements 2024
Financial StatementsStrategic Report Governance
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 48 and the narrative on energy and emission reduction measures is included in the strategy section on pages 42 to 45. The tables below do not include D‑Line or CMD data due
to the timing of the acquisitions. D‑Line data has been disclosed separately on page 49. Both entities will be included within 2025 reporting.
2024 2023
Total change
(%)
Energy use (kWh) UK Non-UK Total UK Non‑UK Total vs 2023
Natural gas 1,502,405 1,131,567 2,633,972 1,491,648 1,061,136 2,552,784 3%
LPG 34,464 — 34,464 39,302 — 39,302 ‑12%
Company vehicles 1,286,683 116,800 1,403,483 1,914,329 158,186 2,072,515 ‑32%
Electricity (grid) 1,425,366 7,890,157 9,315,523 1,261,145 6,998,830 8,259,975 13%
Electricity (solar generation) — 824,039 824,039 — 744,236 744,236 11%
Total 4,248,918 9,962,583 14,211,481 4,706,424 8,962,388 13,668,812 4%
2024 2023
Total change
(%)
Scope 1 and 2 emissions (tCO
2
e) UK Non-UK Total UK Non‑UK Total vs 2023
Natural gas 274.8 207.0 481.8 272.9 194.1 467.0 3%
LPG 7.4 — 7.4 8.4 — 8.4 ‑12%
HFCs 9.2 173.2 182.4 9.2 127.8 137.0 33%
Company vehicles 301.0 27.3 328.3 485.3 36.9 522.1 ‑37%
Total 592.4 407.5 999.9 775.8 358.8 1,134.5 ‑12%
Luceco plc50 Annual Report and Financial Statements 2024
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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 third year running. Renewable
Energy Attribute Certificates (“EACs”)
have been sourced to cover grid electricity
consumption for all operational locations,
accounting for 92% of our total 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 our
percentage of self‑generated electricity
will increase in 2025 as the array is fully
operational. In 2024, on‑site renewable
generation accounted for 8% of total
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 1,025
1
credits this year, sourced from
the Weyerhaeuser Afforestation Project in
Uruguay. The 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 certificates have been awarded by the
Rainforest Alliance in accordance with the
Verified Carbon Standard.
GHG data verification
As part of improving our CDP disclosures,
we obtained external verification from
Lucideon CICS for our 2023 Scope 1 and 2
inventory. The verification findings provide
limited assurance that the GHG emissions
statement is materially correct and a fair
representation of the Group’s Scope 1 and 2
GHG emissions. The Group is committed to
repeat verification for Scope 1 and 2 for the
2024 period as part of our CDP disclosures
and we will review the applicability of
verification for Scope 3 emission sources.
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. 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.
2021 2022
2023
2024
9,676
7,625
9,004
10,140
Electricity sourcing mix (Mwh)
Standard grid
Solar PV
EAC
1. 1,025 credits have been retired for the 2024
reporting period. This covers the Scope 1 emissions
arising from the Group excluding CMD.
Luceco plc51 Annual Report and Financial Statements 2024
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Creating a sustainable future continued
Task Force on Climate-related
Financial Disclosures (“TCFD”)
continued
Metrics and Targets continued
Calculation methodology continued
Scope 3 continued
Use of sold products continued
For EV chargers we have included the
standby power rating and charging 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, 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.
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.
Investments – As a result of our investment
in eEnergy plc, we need to include this
within our GHG inventory. To estimate
the associated emissions for eEnergy, we
have used the Partnership for Carbon
Accounting Financials (“PCAF”) Part A
guidance for financed emissions and the
section on listed equity and corporate
bonds. We have calculated our share in
eEnergy plc to work out the attribution
factor. For their emissions, we have used
the associated Exiobase emission factor
based on their SIC code and their 2024
annual turnover and multiplied this by
the attribution factor to calculate our
emissions.
Carbon Disclosure Project (“CDP”)
We received a management‑level score
(B) for our response to the CDP Climate
Change questionnaire in 2024. This is our
fourth 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 business strategy.
Science Based Targets initiative
Our near‑term emission reduction targets
were successfully validated by the SBTi in
April 2023. 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
We will review our near‑term science‑based
targets over the course of 2025 and
consider whether the targets need to be
recalculated as a result of the acquisitions
of D‑Line and CMD.
1. Scope 1 emissions include the biogenic elements
as per the SBTi target requirements.
Luceco plc52 Annual Report and Financial Statements 2024
Financial StatementsStrategic Report Governance
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 2024, our Scope 1 and 2 emissions
decreased by 12% compared to the previous
year but have reduced by 14% against
our base year. Our gas consumption has
increased by 3% on last year, driven by
higher manufacturing activity at our site
in China and additional sites in Telford and
Mansfield coming online during 2024.
Mileages for company vehicles have fallen,
primarily driven by the decreased HGV
activity of the Kingfisher delivery fleet. We
have continued to source 100% renewable
electricity using a combination of solar
PV and Energy Attribute Certificates,
maintaining zero Scope 2 emissions. Finally,
we have seen a significant increase in
emissions from refrigerant gases compared
to 2021. There were several air conditioning
units that required refrigerant gas top‑ups
during the year, resulting in a significant
increase in our HFC emissions.
To continue progress with our target, we
need to focus on controlling our natural
gas consumption over the short term
whilst we consider low carbon alternatives.
Additional energy management measures
have been put in place at the Telford site
to help reduce gas consumption. We need
to enhance the maintenance of our air
conditioning systems to reduce refrigerant
gas leaks. For company vehicles, we will
continue the transition of our company car
and van fleet towards electric and hybrid
over the medium term. It will be more
challenging to transition the Kingfisher
delivery fleet of large goods vehicles, where
alternative technologies are still emerging.
We purchased a fuel‑efficient EURO VI LGV
in 2023 to meet the growing demand for
Kingfisher products and to improve the
overall fuel efficiency of the delivery fleet.
Scope 3 target
We have significantly improved the quality
of our underlying LED product data
(wattage and lifetime run hours), increasing
product coverage from 70% in 2021 to 99%
in 2024. To address data gaps, we previously
calculated emissions for products with
data and applied an uplift to estimate
total emissions for all sold LED products.
However, with improved coverage, we now
recognise that our historical approach may
have understated past emissions.
This understatement arose because
UK‑based product sales, which have
a lower emissions intensity, were
overrepresented in the uplifted estimate,
while more emissions‑intensive
markets like Mexico and the UAE were
underrepresented. A country‑specific uplift
factor may have been more appropriate,
as it would have accounted for variations
in grid emissions intensity. However,
other factors such as product sales
volumes, changes in product mix, and
improvements in energy efficiency also
impact target performance.
One clear takeaway is that our 2024 sold
product emissions represent our most
accurate dataset to date, reinforcing the
importance of improving data quality and
calculation methodologies.
We plan to review both of our science‑based
targets over the course of 2025 to reflect
the acquisitions of D‑Line and CMD as well
as the improvements we have made to the
underlying data used in our Scope 3 target.
Low carbon product revenue
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 2024 are the following products: LED
lighting (excluding revenue from lighting
columns) and EV charging.
We generated £82.6m of revenue from low
carbon products in 2024 and we continue
to focus on this key area as society
transitions towards net zero emissions.
As we are beginning to provide Home
Energy Management systems at the turn
of 2025, it would be appropriate to include
these products in the targets. Accordingly,
we will be updating our low carbon
product revenue target to include these
products and revise our target up to £120m
by 2030.
2021 2022
430,472
526,775
405,258
441,722
381,912
2023 2024
2031
Scope 3 target (tCO
2
e)
2021 2022
78
80
56
83
120
2023 2024
2030
Low carbon product revenue (£m)
2021 2022
922.4
1,191.8
1,154.5
1,011.5
641.2
2023 2024
2031
Scope 1+2 target (tCO
2
e)
Luceco plc53 Annual Report and Financial Statements 2024
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Environment, Social and Governance continued
Creating a sustainable future continued
Sustainability objectives
Our progress against our sustainability
objectives for 2024 is outlined below, along
with our next steps for 2025.
Alignment with the new IFRS S2
Climate-related Disclosures Standard
and the development of a transition
plan
In preparation for the forthcoming
IFRS S2 Climate‑related Disclosures
Standard, we have completed a gap
assessment to understand our readiness
for when this is introduced as a regulatory
requirement. We have identified several
improvements that help strengthen our
current disclosures including reporting on
how executive remuneration is linked to
ESG objectives including climate‑related
goals. As part of the assessment, we
also reviewed the requirements of
the Transition Plan Taskforce (“TPT”)
Framework which sets a best practice
approach to organisational transition
plans. We are considering the findings of
the gap assessments and recommended
improvements while we wait for the
conclusion of regulatory consultations
on increasing climate‑related disclosure
requirements. Over the course of 2025, we
will be working towards strengthening our
climate‑related disclosures and developing
our transition plan as we build upon the
solid foundations that we have established
in line with the TCFD recommendations.
Third-party verification of Scope 1 and
2 emissions and improvements in our
Scope 3 emissions reporting
Our 2023 Scope 1 and 2 GHG inventory
data was independently verified by
Lucideon CICS on a limited assurance
basis. We are looking to repeat the
verification exercise for 2024 in preparation
for our CDP disclosures and will look
to expand the scope to include select
Scope 3 emission sources. In terms of
improvements to our Scope 3 emissions
reporting, we have obtained activity data
from our main freight forwarder back to
our 2021 base year. This has enabled us to
move away from the financial screening
methodology and improve the accuracy
of our calculation. We have also made
improvements in our use of sold products
emissions calculation by improving our
underling product data for LED lighting
which has reduced the amount of
estimated data feeding into the calculation.
We are also working with our team in
China to move towards activity‑based
calculations for purchased raw materials
and plan to make improvements over the
course of 2025.
Development of TM65 lifecycle carbon
footprint assessments for all new
Luceco project luminaries by the end
of 2024
Over the course of 2024, we have
completed TM65 assessments on all
new Luceco project luminaries. Across
our lighting companies we have now
completed 83 TM65 assessments,
helping our customers understand the
embodied carbon within our LED lighting
products. We have invested in training and
development to develop this capability in‑
house, so we are able to meet the growing
demand for product‑related sustainability
information. DW Windsor has completed
TM65 assessments for the most popular
products and we estimate that we have
75% coverage on a revenue basis. Six of
the more detailed environmental product
declarations (“EPDs”) have been completed
for Luceco LED lighting products and have
been externally verified. We plan to develop
a further nine EPDs for Luceco‑branded
luminaries next year as well as a pilot study
for a DW Windsor luminaire.
New objectives for 2025
1. Develop our Home Energy Management
system
2. Grow EV further in the domestic space
and expand into the commercial space
3. Grow LED in our UK Trade and Projects
channels and our product proposition
4. Deeper engagement with suppliers and
customers
5. Fully incorporate the recent acquisitions
of CMD and D‑Line into our GHG
reporting and our science‑based targets
Luceco plc54 Annual Report and Financial Statements 2024
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Environment, Social and Governance continued
How we’re empowering people
Empowering
people
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.
Objectives/Workstreams Status Action in the year Read more
Luceco culture
• Engagement survey pages
55 and 58
Equality and gender diversity
• Ongoing monitoring and
improvements
page 57
Learning and development
• Utilisation of key L&D tools
during the year
• Identified L&D gaps for 2025
implementation
page 58
page 58
Key to status
Ahead of target On target Requires improvement
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 Equality and
Diversity 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.
Luceco plc55 Annual Report and Financial Statements 2024
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Environment, Social and Governance continued
Empowering people continued
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 below
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 2024 being in line with
2023, we appreciate there is more to do to create a more diverse team within management positions.
Male 80%
Female 20%
Male 46%
Female 54%
Male 49%
Female 51%
Male 78%
Female 22%
Male 63%
Female 37%
2024 2023
Male Female Male Female
Board 5 63% 3 37% 5 71% 2 29%
Senior management
1
14 78% 4 22% 13 76% 4 24%
Direct reports
2
93 80% 23 20% 75 79% 20 21%
Other employees 785 46% 922 54% 691 46% 813 54%
Total 897 49% 952 51% 784 48% 839 52%
1. Individuals reporting directly to the CEO or CFO.
2. Individuals reporting directly to senior management.
Board
Direct
reports
2
Senior
management
1
Other
employees
Total
Luceco plc56 Annual Report and Financial Statements 2024
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Empowering people continued
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. Employees are invited to
contribute product or operational ideas
and are supported by their line managers
and HR department if they have any
concerns.
Employee engagement
In February 2025, we conducted an
employee engagement survey using
Culture Amp, the world’s leading employee
experience platform. Employees across
our UK and international businesses were
invited to participate, and we achieved
a remarkable participation rate of 87%,
significantly exceeding our target of 80%
and the industry standard of 70%.
The overall employee engagement score
across the Group stood at 71%, with Luceco
UK achieving an impressive 76%, which
is 7% above the industry average. These
results reflect our ongoing commitment to
listening to our people and implementing
meaningful changes to enhance
engagement. In China, we saw an 81%
participation rate in a similar survey to last
year, along with improved engagement
scores, marking positive progress.
Building on feedback from last year’s
survey, we’ve worked to enhance and
harmonise employee benefits across our
UK businesses. New initiatives such as the
EV and cycle‑to‑work schemes, holiday
buyback and long‑service recognition
programmes have been introduced. We
have also made a concerted effort to
improve communications and engagement,
which has seen significant progress,
though we remain committed to further
improvement in this area.
This year’s survey results show high scores
in areas such as company confidence,
motivation, and work‑life balance. Moving
forward, our key areas of focus will be
learning and development, improving
communications, and fostering visible
leadership throughout the business, from
managers to senior leaders.
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”),
helping them feel part of the business
and allowing them to share in the Group’s
success.
Learning and development
We know that high quality and sustained
learning and development (“L&D”) is
crucial to the ongoing success of the
business. We are also aware that with
an increase in flexible working, 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. 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.
Luceco has invested heavily in our
L&D tools in recent years, partnering
with Hays Thrive/Go 1 to introduce our
first L&D platform, which is 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 more personal
development and growth.
Importantly, the L&D platform 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.
Luceco plc57 Annual Report and Financial Statements 2024
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Environment, Social and Governance continued
Working with integrity
and transparency
How we’re working with integrity and transparency
Objectives/Workstreams Status Action in the year Read more
Health and safety • Very low level of incidents pages
59 and 60
Key integrity and transparency
policy
• Anti‑bribery and Corruption
Policy with zero tolerance
• Whistleblowing for a clean
open culture
• Human rights to support
fundamental human rights
• Taxation compliance
• Supply chain validation
• Commitment to
communities
pages
60 and 61
We act fairly in our dealings with fellow
employees, customers, suppliers and
business partners. Our global Code of
Conduct applies to all Group employees
and our external business partners. It
aims to ensure that Luceco 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.
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.
Key to status
Ahead of target On target Requires improvement
Health and safety continued
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 ten non‑reportable and
one reportable accidents in our Telford
facility (2023: 15 non‑reportable and two
reportable) and, in China, three minor
accidents were reported (2023: three minor
accidents).
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.
Luceco plc58 Annual Report and Financial Statements 2024
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Environment, Social and Governance continued
Working with integrity and transparency 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 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.
Luceco plc59 Annual Report and Financial Statements 2024
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Our Stakeholders
Strong relationships with all our
stakeholders are important for us
to achieve long‑term success and
fulfil our purpose – to help people
harness power sustainably in
everyday life.
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 60 to 63, together with information
about their material issues and methods of
engagement.
Whilst Directors engage directly with some
stakeholders on certain topics, stakeholder
considerations on the whole are included
in the reports and presentations from
the Executive Directors and senior
management. This is an integral element of
regular Board reporting and, in the case of
certain stakeholders such as the workforce,
may be discussed as a separate agenda
item.
As a result of these processes, the
Directors have the necessary oversight
of the Company’s engagement with
stakeholders to enable them to
discharge their duty under s172(1) of
the Companies Act 2006. Set out below
are the Company’s stakeholders which
the Board has concluded are the key
stakeholders. Ultimately, understanding
the needs of all stakeholders is key to the
long‑term success of the Company and
the Board listens and works through such
perspectives during the course of the year.
Customers
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.
Their 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
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
2024 outcomes
• Sales growth of 16.0%
• Increasing the proportion of deliveries made
on time and in full
• Investment in new software to promote the
success of turnkey solutions for customers
Further information
• Strategy and Measuring our Performance
sections on page 25
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Our Stakeholders continued
Employees
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 1,669 people worldwide,
withthe 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.
Their 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
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
2024 outcomes
• 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 55 to 57
• Workforce engagement section in Corporate
Governance Report on page 80
Suppliers
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
tomeet customer needs.
Their material issues
• Long‑term partnership
• Price
• Fair payment terms
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
2024 outcomes
• Adjusted Gross Margin of 40.1%
• Creditor days of 61
Further information
• Strategy and Measuring our Performance
sections on page 25
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Our Stakeholders continued
Shareholders
We favour a transparent and open conversation
with our shareholders.
The Group’s largest shareholders are listed
onpage 112.
Engagement ensures there is a clear
understanding of the Group’s strategy and
performance, allowing shareholders to make
aninformed investment decision.
Their material issues
• Transparent strategy and performance
• Adequate return on investment
• Appropriate governance, including ESG
matters
How we engage
• 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
2024 outcomes
• 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 82
Funding providers
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.
Their material issues
• Transparent strategy and performance
• Repayment in accordance with loan
agreements
• Compliance with loan covenants
• Security
How we engage
• Regular meetings between the CFO and
relationship bank(s)
• Meetings with existing and future lenders
ahead of planned refinancing
• Covenant compliance certification
2024 outcomes
• Bank Net Debt to Bank EBITDA ratio of 1.6
times in the period
• Bank facilities in place to September 2026
Further information
• Financial instruments disclosures on pages
157 to 163
• Capital management notes on pages 163
and164
Local communities
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.
Their material issues
• Job creation
• Environmental compliance
• Contribution to the development of the
wider community
How we engage
• The engagement of c.1,700 jobs globally
• Compliant with various recognised
environmental standards: ISO 14001, WWF
LCMP, ESOS II
• Continued commitment to local university in
Jiaxing, China
2024 outcomes
• Achieved “B” rating from the Carbon
Disclosure Project
Further information
Environment, Social and Governance on
pages32 to 59
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Our Stakeholders continued
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.
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; and
• Maintaining the Company’s reputation
for high standards of conduct.
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 60 to 62 and those sections of
the Annual Report incorporated by cross
reference, describe how the Directors have
had regard for s172 Matters in respect of
the year.
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Principal Risks and Uncertainties
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 87 to
91. 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 65 to 68. 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 69 and 70 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, riskmanagement 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.
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Principal Risks and Uncertainties continued
Principal risks
Key to heatmap
1. China supply chain
2. Poor quality of supplied or shipped goods
3. Loss or inappropriate release of data
4. Transfer pricing
5. Talent
6. Laws and regulations
7. Intellectual property challenge
8. Foreign exchange
9. Misappropriation of Group assets by
employee
10. Impact of acquisition
11. Increase in energy costs
12. Increase in input costs
13. Accounting error – external or management
reporting
14. Disruption to key supplier facility
15. Disruption to non‑China facility
16. UK macroeconomy
17. Fail to innovate/market shift/Black Swan
18. Supply and transportation disruption
19. Loss of key customer or material customer
stock change
20. Disruption to production facility in China
21. Liquidity
22. Investor or customer pressure on ESG
23. UK/international/China trade relations
Impact
Likelihood
Concentration risks associated with operations:
Risk appetite:
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. There has been some disruption in the Red
Sea throughout 2024
• 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:
Medium
High
Risk owner: CEO
Heatmap
22
23
21
20
19
18
17
16
15
13
14
12
11
10
9
8
7
6
5
4
3
2
1
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Principal Risks and Uncertainties continued
Principal risks continued
Concentration risks associated with customers and products:
Risk appetite:
Neutral
Averse
Risk and impact:
• The Group has a number of key customers representing c.50% 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
andcost 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:
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.
Ourprogress 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:
Medium
High
Risk owner: CEO
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Principal Risks and Uncertainties continued
Principal risks continued
Loss of IT/data:
Risk appetite:
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:
Medium
High
Risk owner: CFO
People and labour shortages:
Risk appetite:
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
High
Risk owner: CFO
Acquisitions:
Risk appetite:
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:
Medium
High
Risk owner: CEO
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Principal Risks and Uncertainties continued
Principal risks continued
Legal and regulatory:
Risk appetite:
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
High
Risk owner: CFO
Finance and treasury:
Risk appetite:
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
High
Risk owner: CFO
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Viability Statement
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 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
Strategy:
• Innovate: we are led by our customers
to innovate brilliant products in an agile
and entrepreneurial manner
• Grow: to maximise sales of both existing
and new products to an increasing
customer base
• Sustain: we invest across our business
from manufacturing to customer service,
to sustain our competitive advantage
and to contribute increasingly to
society’s sustainability goals
Principal risks to strategy and
business model (in order of impact
onviability)
• 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
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Viability Statement continued
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 2025 of 10%. Phased return by 2026, with 2025 10% down
reflecting the impact of the year one recession
2. Total loss of the Group’s largest customer range from 2025
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 2025
• Management have completed these scenario tests and
concluded this would not impact compliance with its financial
covenants or viability
Concentration risks associated with customers
andproducts
• Management have modelled the following scenario:
• Total loss of the Group’s largest customer from 2025 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 2025 approved by the Board in December 2024 withinput
from the Group’s senior leadership team
• Progress against financial budgets and key objectives is reviewed on a monthly basis
todetermine progress and identify any changes to the original detailed plan
Assumptions:
• Future organic growth assumptions are consistent with those recently achieved by
eachof 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
thecontrol of management)
The Viability Statement
• The Board considers that it is a reasonable expectation that the Company will be able
tomeet its liabilities as they fall due over a three‑year period to 31 December 2027
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 has secured banking facilities over the period, expiring on
30September2026. The Group is currently in discussions regarding a new banking
facility in order to replace the existing facility and discussions are progressing in line
with expectations.
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Non-financial and Sustainability Information Statement
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 34 to 54
Employees Environment, Social and Governance Statement – Empowering people, health and safety
Chief Executive Officer’s Review
Principal Risks and Uncertainties – People and labour shortages
55 to 57
10 to 13
67
Human rights Environment, Social and Governance Statement – Supply chain, human rights 59
Social matters Environment, Social and Governance Statement – Communities 59
Anti‑bribery and corruption Environment, Social and Governance Statement – Anti‑bribery and Corruption Policy 58
Business model Advantaged Business Model 16
Principal risks Principal Risks and Uncertainties 64 to 68
Non‑financial KPIs Strategy and Measuring our Performance 18 to 25
The Strategic Report on pages 1 to 71
was approved by the Board of Directors
on 25 March 2025.
John Hornby
Chief Executive Officer
Will Hoy
Chief Financial Officer
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Governance
Chair’s Introduction 73
Compliance with the 2018 UK Corporate Governance Code 74
The Board at a Glance 75
Board of Directors 76
Corporate Governance Report 78
Nomination Committee Report 83
Audit Committee Report 87
Remuneration Committee Report 92
Directors’ Report 110
Statement of Directors’ Responsibilities 114
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Chair’s Introduction
The Group’s corporate governance
structure is fundamental in ensuring
we fulfil our purpose and deliver on our
strategy to Innovate, Grow and Sustain
Giles Brand
Chair
Dear Shareholder,
I am pleased to present the Corporate
Governance Report for the year ended
31December 2024 (“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 75 to 114.
Board changes and induction
On 1 July 2024 we welcomed Janet Ryan
to the Board and as a member of the Audit
Committee. Janet has extensive finance
experience in international manufacturing
which is of particular relevance to the
Group’s future strategy. Janet’s biography
and details of her induction can be found
on pages 77 and 85 respectively.
Board and Committee review
Further details of the Board and Committee
review can be found on page 85. As Chair
Iam responsible for leading the annual
review of the effectiveness of the Board,
Committees and individual Directors
(“Review”). The Review 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 2025. Results of the
Review were prepared by the Company
Secretary and provided tome for analysis.
Ipresented 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.
We discussed the outcomes of each
evaluation and key themes were identified
such as AI and cyber security. We agreed
that there were potential opportunities
and risks for the Company and as such
we intend to devote further time and
resources to such matters in 2025. Ongoing
succession planning and longer‑term
strategy considerations for the Company
were other matters highlighted in the
Review. Our strategic priorities for 2025 are
set out in the Strategic Report on pages 12
and 13.
Ultimately, we concluded that the Board,
Committees and individual Directors were
operating effectively, whilst also noting
areas for development. The Review also
assisted us in identifying our key areas to
promote growth of Luceco’s business by:
• Growing Luceco’s core business into
adjacent categories and new markets
• Focusing on an enhanced value creation
strategy for shareholders
• Assessing opportunities for mergers and
acquisitions (“M&A”)
The year ahead
I am committed to continually monitoring
and improving the governance of our
Board and will continue to seek out ways to
enhance our corporate governance in line
with developing best practice, particularly
with regard to enhanced diversity and
ethnicity reporting and the governance
framework around climate‑related risks
and opportunities. We have reviewed our
governance framework in line with the
2024 UK Corporate Governance Code,
(the “2024 Code”) and will report on our
compliance with the 2024 Code in the 2025
Annual Report. We will also be working
to ensure that we have the requisite
processes in place to ensure compliance
with Provision 29 of the 2024 Code,
effective from January2026.
Giles Brand
Chair
25 March 2025
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Compliance with the 2018 UK Corporate Governance Code
The Company is required to report on
its compliance with the Principles and
Provisions of the 2018 UK Corporate
Governance Code (the “Code”), a copy of
which is available at www.frc.org.uk. For
the year ended 31 December 2024, 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.
Further information
Board leadership and Company purpose
See page 80
Division of Directors’ responsibilities
See page 78
Composition, succession and evaluation
See page 85
Audit, risk and internal control
See page 81
Remuneration
See pages 95 and 96
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The Board at a Glance
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 8/8
Governance
8/8
Operational
8/8
Strategy
8/8
Manufacturing/Industry
8/8
Consumer/Retail
4/8
Digital
4/8
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
1
6/6 n/a 3/3 n/a 5/7
John Hornby 6/6 n/a n/a n/a 7/7
Caroline Brown 6/6 n/a 3/3 3/3 n/a
Will Hoy 6/6 n/a n/a n/a 7/7
Julia Hendrickson 6/6 3/3 n/a 3/3 n/a
Janet Ryan
2
2/2 2/2 n/a n/a n/a
Tim Surridge 6/6 3/3 n/a 3/3 n/a
Pim Vervaat 6/6 3/3 3/3 3/3 n/a
1. Giles Brand delegated authority for two short‑notice Disclosure Committee meetings to be held without his attendance.
2. Janet Ryan was appointed to the Board on 1 July 2024.
Gender
diversity
Board
tenure
Independence
1
Male 5
Female 3
<5 years 3
>5 years 5
Independent
Non‑Executive Directors
5
Executive Directors 2
1. Excluding the Chair.
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Board of Directors
Giles Brand
Non‑Executive Chair
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
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.
Since then, John has led the development
of the Group’s Chinese operations.
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 is a Non‑Executive Director of
eEnergy Group plc.
Will Hoy
Chief Financial Officer
Skills and experience
Will assumed the position of Chief
Financial Officer on 1 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
has 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.
Pim Vervaat
Senior Independent Non‑Executive
Director
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.
Pim was the Chief Executive Officer of the
leading flexible packaging manufacturer
Constantia Flexibles from 2020 until
September 2024. Previously, he spent
12 years at RPC Group Plc, initially as
Chief Financial Officer and then as Chief
Executive Officer. Pim was also Chair of the
Audit Committee and Senior Independent
Director of Avon Rubber plc from March
2015 to January 2021.
Other roles
Pim holds no other listed or non‑listed
directorships.
Key to committees
Audit Committee Disclosure Committee Nomination Committee Remuneration Committee Chair
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Board of Directors continued
Caroline Brown
Independent Non‑Executive Director
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 20 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.
Tim Surridge
Independent Non‑Executive Director
Skills and experience
Tim joined the Group as an independent
Non‑Executive Director in 2016 and was
appointed Chair of the Audit Committee
on 19 January 2023. 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
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 and
FMCG organisations. She has extensive
international experience in developing
customer‑focused commercial strategy,
including within the e‑commerce channel.
Julia was President of Linnaeus Veterinary
Limited, a leading veterinary health
business in the UK and Republic of Ireland.
Previously, she led the Commercial &
Marketing function within the International
Retail division of Walgreens Boots Alliance
and was Managing Director of its European
retail business.
Other roles
Julia holds no other listed or non‑listed
directorships.
Janet Ryan
Independent Non‑Executive Director
Skills and experience
Janet joined the Group as a Non‑Executive
Director and Audit Committee member
in July 2024. 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
ScottBader, an independent member
of the Audit Committee of Cancer
Research UK and a Trustee for Community
Integrated Care.
Key to committees
Audit Committee Disclosure Committee Nomination Committee Remuneration Committee Chair
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Corporate Governance Report
The Board is fully accountable to the shareholders for the performance and
conduct of the business and recognises the importance of maintaining an open
dialogue, keeping them informed of the Group’s strategy, progress and prospects.
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 below:
Chair Executive Directors Independent Non-Executive Directors
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.
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.
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.
Chief Financial Officer (“CFO”)
Will Hoy
The CFO works closely with the CEO to ensure that strategic
plans are underpinned by strong financials and that they
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. He is also responsible for internal
control and risk management, in conjunction with the Audit
Committee.
Non-Executive Directors (“NEDs”)
Caroline Brown, 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 challenge to the Executive Directors
and senior leadership team. The independent NEDs are also
members of the Board Committees, except for the Disclosure
Committee, with responsibility for the oversight of audit,
financial control and risk management, composition and
remuneration of the Board.
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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 plans, significant capex proposals,
acquisitions, systems of internal control
and risk management and corporate
governance arrangements.
Committee responsibilities
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.
During the year the Board considered
the merits of establishing a standalone
ESG Committee. However, due to the
wide‑ranging topics covered by ESG and
the skillsets required, it was concluded that
responsibility for ESG should remain with
the Board, to enable Board oversight of its
linkage to broader finance and strategy
discussions. Each Committee is chaired by
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 leadership
team.
Board composition
As at the date of this report, the Board
comprised the Chair, two Executive
Directors and five independent NEDs.
The five 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.
Re-election of Directors
In accordance with the Code and the
Articles, all Directors are subject to annual
re‑election by shareholders at the Annual
General Meeting (“AGM”).
The Directors’ biographical details are
set out on pages 76 and 77 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 re‑election has
been evaluated and it is recommended
that shareholders vote in favour of their
re‑election at the AGM. Accordingly,
resolutions to re‑elect all Directors will be
contained within the 2025 AGM Notice of
Meeting, which will be sent to shareholders
within the prescribed timescales.
Time commitment
Each Director’s other commitments are
disclosed and, in the case of significant
appointments, approved by the Board in
advance. 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. During the year, John Hornby
joined the Board of eEnergy Group plc as
a Non‑Executive Director, in accordance
with the strategic investment agreement
the Company entered into with eEnergy
in November 2023. The Board discussed
and approved the appointment and will
continue to keep the appointment under
review. Will Hoy does 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
Details of the Disclosure Committee
are provided below; information on the
composition, responsibilities and activities
of the other Board Committees are set out
in their respective reports on the following
pages:
• Audit Committee pages 87 to 91
• Nomination Committee pages 83 to 86
• Remuneration Committee pages 92
to109
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
2024 Code.
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 seven times during the year. The
Disclosure Committee is chaired by Giles
Brand and its other members are John
Hornby and Will Hoy.
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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.
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. 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 2025, in
line with the 2024 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 32 to 59.
Workforce engagement
In accordance with the Code, Julia
Hendrickson fulfils the role of designated
NED for workforce engagement. In early
2025, Julia conducted two listening group
sessions, each with 12 people representing
a variety of functions and geographical
locations, and a further nine one‑to‑one
interviews with senior leadership team
members.
The sessions followed on from the annual
employee engagement survey (discussed
in the ESG section on page 57) and aimed
to dive deeper into the strengths and
opportunities identified.
Feedback was largely positive.
Longer‑serving colleagues reported that
they appreciated the significant positive
change the business had gone through
over the last decade, while new team
members fed back a noticeably improved
working environment compared to their
previous experiences.
The sessions illustrated that team
members are passionate about Luceco’s
success and identified areas of opportunity
to make the business even better.
Colleagues cited the business was good
at creating development and training
opportunities, although some noted the
approach to development could be more
structured. Although the business has
taken further steps forward to improve
communication and information sharing,
Julia noted that further progress could be
made in this area.
Overall, Julia found team members
enjoyed the entrepreneurial approach
of the business alongside its collegiate
and straightforward culture. Moving
forwards, Julia will continue to engage
with the workforce, through physical
visits to both the UK and China operations
where possible. The Board will continue to
monitor the effectiveness of its methods of
workforce engagement.
Further information on the Company’s
policies with regard to its people can be
found within the Empowering people
section of the ESG Report on pages 32
to59.
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 2024 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.
Wider stakeholder considerations
The Company’s key stakeholder groups are
set out in the Strategic Report on pages 1
to 71. Further information is included in the
Section 172(1) Statement in the Strategic
Report on page 63.
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 34 to 54.
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 111.
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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 and approved strategic M&A proposals put forward to the Board including, but not
limited to, the acquisitions of D‑Line (Europe) Limited and CMD Limited
• Received and discussed updates on performance and strategy regarding the Group’s operations
in China and the Middle East
• Continued to develop the Company’s ESG strategy and ESG targets and considered the
implementation of a Sustainability Committee
• Reviewed the Group’s climate strategy and TCFD Compliance Report and discussed the status of
the 2024 sustainability objectives and future objectives
• Reviewed the Group’s approach to risk management and carried out a robust assessment
of the Company’s emerging and principal risks
• Reviewed the Company’s hedging arrangements and policies and made updates where
appropriate
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 2025 budget and five‑year plan
• Reviewed and challenged management’s going concern assessment
• Discussed the results of the 2024 annual employee engagement survey and progress made
as a result of actions taken in response to the 2023 survey
• Received an update on employee engagement meetings from the designated Non‑
Executive Director for workforce engagement; discussed findings in conjunction with
survey results
Corporate governance
• Discussed the outcome of the review of the Board’s effectiveness and agreed actions for 2025,
including a number of suggestions with regard to skills and experience that would enhance
the Board as a whole, including M&A experience, diversity, ethnic minority, 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,
introduction of the new 2024 UK Corporate Governance Code, Companies House reforms and the
impact of the UK financial sanctions regime as prescribed in the Economic Crime (Transparency
and Enforcement) Act 2022
• Reviewed the established science‑based targets in line with requirements set out by the
Science Based Targets initiative, relating to reduction of carbon emissions
• Reviewed and approved the slavery and human trafficking statement (as defined in
Section 54(4) of the Modern Slavery Act 2015)
• Reviewed and approved various policies including share dealing, anti‑bribery and speak‑up
(whistleblowing) policies
• Approved the appointment of a new Non‑Executive Director
• Approved the re‑appointment of KPMG as the Company’s auditor following an audit tender
process
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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 2024, 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 2025 AGM will take place at Peel
Hunt LLP, 100 Liverpool Street, London
EC2M 2AT on Tuesday, 20 May 2025.
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
25 March 2025
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Nomination Committee Report
In 2024, the Committee focused on
recruitment, succession planning
andhow best to meet the Company’s
diversity and ethnicity targets in
thefuture
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 31December 2024. 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,
Janet Ryan, who was appointed to the
Board on 1 July 2024. Janet is envisaged to
succeed Tim Surridge as Chair of the Audit
Committee in due course.
Board Diversity & Inclusion Policy
The Board Diversity & Inclusion Policy
(“Policy”) is reviewed annually and was
reviewed by the Committee in December
2024, with recommended updates
approved by the Board. Updates were
made to expand provisions on diversity and
inclusion in the recruitment process for
Directors and promotion of diversity and
inclusion by the Board in embedding the
Company’s culture. To realistically reflect
its ability to meet the diversity targets, the
date set to have at least 40% of women
on the Board was extended by one year to
2026. With the appointment of Janet Ryan
during the year, female representation on
the Board has increased by 8.9% to 37.5%.
The date for the achievement of the target
of having one Director from an ethnic
minority on the Board was extended to
2030. The target date for having a female in
one senior Board position remains at 2030.
Diversity disclosures in accordance
with UK Listing Rule 6.6.6R(9)
The 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 overleaf.
Whilst it is recognised that periods of
change in Board composition may result
in temporary periods when balance is
not achieved, given upcoming tenure
considerations for Non‑Executive Directors,
the Nomination Committee is focused on
recruiting replacements for Tim Surridge
and Caroline Brown, whose nine‑year
terms expire in October 2025.
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 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 three times throughout the
year and details of attendance are set out on
page 75.
Key activities during the year
Mar
• Approved the Nomination Committee
Report
• Considered the Directors to be put
forward for election at the 2024 AGM
• Considered the process for the
appointment of a new Non‑Executive
Director
June
• Considered and recommended to the
Board the appointment of Janet Ryan as
an independent Non‑Executive Director
• Received an update on succession
planning for a key executive role
Dec
• Reviewed Listing Rule diversity disclosure
considerations for 2024
• Reviewed and recommended changes
toPolicy
• Reviewed and recommended changes to
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 expires
in 2025
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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 5 62.5% 4 14 77.8%
Female 3 37. 5% — 4 22.2%
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) 8 100% 4 17 94%
Mixed/Multiple
Ethnic Groups
— — — — —
Asian/Asian British — — — 1 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 2024. 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 2025.
2. The reference date for the Annual Report ethnic minority disclosures is 31 December 2024. 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 2025. The Board’s Policy prescribes that the Company will
aim to achieve all targets by 2030.
Board appointments
Janet Ryan was appointed as a
Non‑Executive Director of the Board on
1July 2024. Janet is a member of the
Audit Committee and is envisaged to
succeed Tim Surridge as Chair of the
Audit Committee. Janet brings a breadth
of experience across the industrial and
manufacturing space and has a wealth of
international experience having spent the
majority of her career overseas.
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 a strong finance
background and appropriate financial
qualifications.
Additionally, relevant industry experience
was prioritised, 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 recruitment
process was designed to promote global
experience and gender diversity, reflecting
the Company’s commitment to inclusivity
and a broad perspective in its leadership.
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, 15
candidates were selected by Russell
Reynolds Associates. The Company
interviewed four candidates 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 recommended
that the Board appoint Janet Ryan as an
independent Non‑Executive Director of
theCompany.
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Induction process
Each Director, upon appointment, receives
a comprehensive and tailored induction
to the Company. Janet Ryan’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
• Site visits to two of the Company’s
operations in the UK, including Telford
Board Review process
The 2024 Board review (“2024 Review”)
was undertaken internally by way of a
questionnaire, a method appropriate
and proportionate to the Company, and
which yields useful results. The 2024
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 2024 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 February 2025 Board
meeting.
Some of the key themes discussed related
to cyber security and AI and the associated
risks and opportunities for the Company.
Other items highlighted in the results
included long‑term strategy considerations
such as, the sharing of market information
with the Board, how to efficiently make
use of the Board’s time together to discuss
strategy and other matters, and succession
planning in 2025. Further information on
the Board Review can be found on page 73.
In line with best practice, it is intended that
the Board will consider whether an external
review will be undertaken in 2025.
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 2024 Review
that the Board had the appropriate mix of
skills and experience to provide strong and
effective leadership. Composition of the
Committee was also reviewed and it was
noted that this had been strengthened
through the appointment of Janet Ryan,
who is envisaged to succeed Tim Surridge
as the Chair of the Audit Committee in due
course. 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.
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 2025:
• Recruitment for Non‑Executive Directors
due to exceed nine‑year tenure in 2025,
namely Tim Surridge and Caroline Brown
who were each appointed to the Board on
27 September 2016 and consequently may
remain on the Board until the 2026 AGM
• Succession planning for the Chair of the
Remuneration Committee, currently
held by Tim Surridge
It was agreed that in consideration of the
above‑mentioned objectives, the following
would be taken 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
The Committee also oversees the
development of a diverse pipeline of
potential Directors and senior managers.
This is supported by the Group’s Policy,
described on page 55, 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.
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Nomination Committee Report continued
Succession planning continued
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 98 to 100 of this document in the
Directors’ Remuneration Report.
Annual review of the Nomination
Committee
As part of the Review of Board
Effectiveness conducted during 2024,
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, which
were updated to reflect changes in the
2024 Code.
Ultimately, the Committee concluded that
it was operating effectively; however, it
noted that the Committee would need
to focus on recruitment of Non‑Executive
Directors in 2025. Details of the full 2024
Review, including how it was conducted
and the actions taken as a result, can be
found on page 85.
Directors’ performance
The Directors’ biographies are set out
on pages 76 and 77. 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.
Priorities for 2025
During the forthcoming year, the
Committee will pursue the recruitment
of two Non‑Executive Directors to replace
Caroline Brown and Tim Surridge, who will
complete their nine‑year tenures on the
Board in September 2025. The Committee
will be pursuing this objective in line with
the Company’s five‑year strategy and
is focused on continuing to strengthen
the mix of skills, diversity and experience
on the Board. The Committee will also
undertake an in‑depth review of the
diversity, development and pipeline of the
talent pool below Executive Director level
to meet the evolving needs of the business.
Giles Brand
Nomination Committee Chair
25 March 2025
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Audit Committee Report
In 2024, the Committee worked to
further strengthen the Company’s
internal controls and risk management
framework by providing independent
challenge and oversight
Tim Surridge
Audit Committee Chair
Dear Shareholder,
I am pleased to present the report of
the Audit Committee (“Committee”) for
the year ended 31 December 2024. Last
year we reported on the steps we had
taken to reviewing and strengthening
the Company’s internal controls
environment which led to us engaging
PricewaterhouseCoopers (“PwC”) to assist
with reviews of our operations at Kingfisher
Lighting, the Company’s rebates and
average costing methodology, as well
as a review of the Company’s operations
in China. Building on this initiative, we
subsequently engaged Ernst & Young
to help with reviews of our businesses in
Mexico and Spain.
During the year the Committee undertook
an audit tender exercise. Four firms
participated in the audit tender process
and we were delighted to recommend that
KPMG LLP (“KPMG”) should be retained
and will be put forward for re‑appointment
by shareholders at the AGM on 20 May
2025. Further detail about the audit tender
exercise is set out below.
At the turn of the year, the Committee
reviewed a plan for the steps required to
fulfil the requirements of Provision 29 of
the 2024 UK Corporate Governance Code
(the “2024 Code”), which will be a key
workstream in 2025.
Significant issues
The significant issues that were considered
by the Committee in 2024 and early 2025
are set out below. These were addressed
through reporting from, and discussion
with, the Chief Executive Officer, Chief
Financial Officer and KPMG, all of whom
are regular Committee meeting attendees.
Committee members
Chair: Tim Surridge
Other members
1
: Pim Vervaat, Julia
Hendrickson and Janet Ryan
Janet Ryan joined the Committee immediately
on her appointment to the Board on
1July2024.
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 75.
Key activities during the year
Apr
• Commenced an audit tender process
with four short‑listed audit firms
Aug
• Approved and monitored the rollout of a
number of internal training programmes
focused on building knowledge across
the Group
• Reviewed and updated its terms of
reference to include provisions of the
new 2024 UK Corporate Governance
Code and minimum standard
Sep
• Completed the audit tender process and
scorecard for audit tender and it was
agreed to recommend to the Board the
re‑appointment of KPMG as auditor
Nov
• Engaged Ernst & Young to undertake
a detailed verification of controls
effectiveness at the Group’s operations in
Spain and Mexico
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
116to 123.
Summary of principal activities and
focus in 2024
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
2024 and evaluation of the Board’s risk
appetite
• Review of adequacy and effectiveness of
internal controls and risk management
systems
• Inventory valuation provision
• Amended presentation of the net
finance line in the 2023 financial
statements
• Destocking on Retail and Hybrid product
channels
• Receivables valuation and customer
creditworthiness following closure of
Wilko
• The impact of driving down stock levels
• Audit tender process
• Consideration of the impact of the 2024
Code (effective from 1 January2025)
and Provision 29 (effective from
1January2026)
• 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
1. Committee meetings are also routinely attended by the Chair of the Board, Chief Executive Officer, Chief
Financial Officer, senior finance team members and the external auditor. The Committee met separately with
the external auditor without management present.
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Summary of principal activities and
focus in 2024 continued
• 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 the Cyber
Security Policy via online training across
the Group
• The Group’s use of alternative
performance measures
• Review of the adequacy and
effectiveness of internal financial
controls and risk management systems
• Review of the Committee’s terms of
reference
• Weighted average costing implemented
to international businesses
• 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
IFRS17
• 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
Summary of key Committee activities during 2024
Activity
March
2024
August
2024
November
2024
Financial reporting
Reviewed year‑end matters including the draft 2023 Annual Report and Financial Statements,
keyaccounting 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 and updated its terms of reference to include provisions of the new 2024 UK Corporate
Governance Code and the FRC’s minimum standards for audit committees
Discussed Provision 29 of the new 2024 UK Corporate Governance Code
The potential impact of new legislation on corporate failure to prevent fraud offence was discussed
External audit
Commenced detailed work on the external audit tender, including identifying and inviting audit
firms to pitch
Reviewed the result of the audit tender and decided to recommend that KPMG should be
retained. More information about the audit tender process is included on page 87
Reviewed KPMG’s plan for the scope of the audit of the 2024 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 2023
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
The Committee confirms that it is satisfied that the presentation of the financial statements for the year ended 31 December 2024 is
appropriate and in accordance with the Group’s accounting policies.
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Summary of principal activities and
focus in 2024 continued
Going concern
In preparation for publication of the 2024
Annual Report, the Committee and Board
conducted a comprehensive review of
the Company’s 12‑month going concern
position in March 2025. Management
considered the 12‑month assessment of
going concern, together with sensitivity
analysis results covering the period
December 2025 to December 2027
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 Mexico and Spain.
Governance
During the year, the Committee received
regular updates from the Company
Secretary on corporate governance and
legal developments. In addition, KPMG
briefed the Committee on changes in
accounting standards.
In March 2024, the Committee received
advice regarding the application of:
• The 2024 Code, which was released
in January2024, 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 corporate
entities via the actions of associates
of the entity, which will now include
“senior managers”. Management is now
seeking advice from the Company’s legal
advisers on the application of the ECCTA
legislation for future contemplation
within the Company’s risk profile
Internal financial controls and
riskmanagement 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
page64.
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.
Review of half and full-year
financialresults
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 2025, the Committee reviewed
the Company’s risk register. The
Committee considered the impact of risks
associated with:
• Concentration risks relating to
operations
• Concentration risks associated with
customers and products
• Macroeconomic, political and
environmental
• Loss of IT/data
• People and labour shortages
• Acquisitions
• Legal and regulatory
• Finance and treasury
In November 2024, the Committee agreed
with the auditor that the historic pricing
risk had been removed.
The principal risks and uncertainties of the
Group and their mitigation are included on
pages 64 to 68. The crystallisation of these
risks has been considered in the Viability
Statement on pages 69 and 70 and going
concern assessment on page 89.
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Audit Committee Report continued
Audit tender
In accordance with The Statutory
Audit Services for Large Companies
Market Investigation (Mandatory Use of
Competitive Tender Processes and Audit
Committee Responsibilities) Order 2014
(“CMA Order”) we are required to tender
the statutory audit before the end of a
ten‑year period from when Luceco plc was
first listed. KPMG has been the Group’s
auditor since 2014. In 2023, the Board
agreed to tender the audit during 2024.
The tender process took place as follows:
The Committee’s decision was based on
the following factors:
a) Audit experience of firms and partners
inthe UK, China and with manufacturing
and construction experience
b) Understanding the audit approach
and use of technology to make the
process more efficient and provide more
insightful knowledge
c) The consistency, experience and size of
the audit team and fit with Luceco;
d) Demonstrating an understanding of the
Company’s business
e) Competitive fee structure relative to
other participating firms
KPMG scored strongly in all areas and
additionally had a Audit Quality Review
inspection during the year with reference
to the 2023 year end, which it passed.
External auditor
The Committee regularly considers
the independence and objectivity of
the auditor, taking into consideration
relevant UK professional and regulatory
requirements.
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 2025. Audit fees
payable by the Group to KPMG in 2024
totalled £0.7m (2023: £0.6m). 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 31December
2024; these were £0.1m(2023:£0.1m)
and related to the 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 1:8
(2023:1:7).
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
asawhole.
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.
Internal audit
During the year, the Group did not have
an internal audit function as it was agreed
in 2023 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 89 under “Internal financial controls
and risk management systems”.
In November 2024, 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 2025. 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.
2023
Management commenced initial
discussions with the firms that had
indicated that they would participate in
the tender process in 2024.
March – June 2024
The four participating firms: Grant
Thornton, PricewaterhouseCoopers, Ernst
& Young and KPMG were given access to
a due diligence disclosure room and had
management meetings across a number
of functions with key members of the
Luceco team to understand the business.
June – September 2024
The four participating firms provided
presentations to the Committee.
September 2024
Following thorough consideration of the
presentations and subsequent
discussions in conjunction with an audit
tender scorecard, the Committee
recommended to the Board that KPMG
be retained as the Company’s external
auditor. The Board subsequently
approved the recommendation.
May 2025
KPMG’s re‑appointment as auditor to be
voted on by shareholders at the 2025 AGM.
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Audit Committee Report continued
Annual review of the Audit
Committee
As part of the Evaluation of Board
Effectiveness conducted during 2024,
the Committee undertook a review 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 2025. Details
of the full 2024 Review, including how it
was conducted and the actions taken as a
result, can be found on page 85.
FRC Review and Audit Quality
Reviewinspection
In 2024, the FRC conducted a review of
the Company’s 2023 Annual Report and
Financial Statements and a review of
KPMG’s audit of the 2023 year end.
The FRC’s review of the 2023 Annual Report
and Financial Statements had no further
areas of investigation. The review of KPMG’s
audit of Luceco resulted in a pass.
Priorities for 2025
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.
Finally, we are pleased to report that
the 2023 Annual Report and Financial
Statements won the Gold award for its
content and design at the Corporate and
Financial Awards in November 2024.
Tim Surridge
Audit Committee Chair
25 March 2025
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Remuneration Committee Report
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 2024.
Despite ongoing challenging market
conditions, the Group has delivered a
robust financial performance in 2024.
Operating in markets where output once
again reduced year‑on‑year, the Group has
successfully grown revenue by 5.8% on a
like‑for‑like basis. The strategic decisions
management have made, combined with
their exceptional dedication, have meant
the Group has been able to outperform
markets which remain subdued by the
elevated cost of living and reduced
consumer spending.
Management took the active decision
to hold higher working capital through
the year to ensure that global supply
constraints linked to the events in the Red
Sea did not hamper product availability.
This approach paid dividends in quarter
four, when the business was able to meet
customer needs as market demand
improved. This approach has led to a delay
in Adjusted Free Cash Flow generation in
2024, but leaves the Group well positioned
as the business enters 2025 and supports
the long‑term growth of the business.
Further progress has been made
against Luceco’s strategic priorities.
TheGroup continues to innovate, in 2024
releasing its first commercially focused
EV chargers, developing its own Home
Energy Management system and winning
awardsfor its new Titan All‑in‑One LED
Highbay Light.
Alongside this, management have
successfully completed the key acquisitions
of CMD and D‑Line, which both fit naturally
alongside the Group’s existing categories
and present clear opportunities to develop
design and manufacturing synergies in the
future.
The Group has also made continued
progress against its sustainability agenda
and remains committed to the Science
Based Targets initiative validated targets of
reducing operational emissions by 46.2%
and reducing value chain emissions by
27.5% by 2031. Operations remain carbon
neutral in the year and the business
continues to enhance its range of low
carbon products.
Approach to remuneration for 2025
Executive Directors’ remuneration
arrangements for 2025 will be largely
unchanged from prior years. Salaries have
been increased by 2.5% from 1 January
2025 in line with the increases received by
the wider workforce. The CEO’s salary is
therefore £437,214 and the CFO’s salary is
£373,100.
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 2027. Further detail
on the targets set for each component is
available on page 104.
Committee members
Chair: Tim Surridge
Other members: Caroline Brown, PimVervaat
and Julia Hendrickson
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
interestsof 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’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 75.
Key activities during the year
Mar
• Evaluated performance against 2023
targets and objectives and approved the
2023 bonus
• Reviewed performance of PSP awards
due to vest in 2024
• Confirmed Executive Remuneration
Policy for 2024, and agreed targets for
the 2024 bonus and LTIP awards
Jun
• Discussed paper on latest market
practice and shareholder guidance
• Reviewed wider workforce pay and
policies
Dec
• Held initial discussion regarding
performance against the 2024 annual
bonus targets and PSP awards due to
vest in 2025
• Held initial discussion regarding 2025
bonus and LTIP targets
• Performed the annual review of the
Committee’s terms of reference
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Remuneration Committee Report continued
Approach to remuneration for 2025
continued
For Non‑Executive Directors, the Chair’s
fee was increased by 11.5% and the NED
base fee by 2.5% in line with the increases
received by the wider workforce. Additional
fees for NEDs remain unchanged.
Following on from last year, the increase
in the Chair’s fee represents the second
step in a phased increase to bring his fee
to around the lower quartile of market
practice compared to other similar‑sized
companies.
Remuneration paid for 2024
The approach to remuneration for 2024
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 2024 were
based on Adjusted Profit After Tax,
Adjusted Free Cash Flow and individual
strategic objectives, including measures
linked to our ESG strategy.
Strategic performance
Adjusted Profit After Tax
1
£19.7m
(2023: £17.3m)
Adjusted Free Cash Flow £3.5m
(2023: £18.0m)
Adjusted EPS 3-year CAGR -14.8%
(2023: ‑10.5%)
TSR 3-year performance
2
-56%
(2023: ‑46%)
1. Adjusted Profit After Tax has been adjusted to
exclude the impact of the in‑year acquisition
ofCMD.
2. TSR performance for 2024 has been calculated
over the three‑year period between 1 January 2022
and 31 December 2024.
Adjusted Profit After Tax performance
was £19.7m adjusted to exclude the
impact of the in‑year acquisition of CMD
and Adjusted Free Cash Flow was £3.5m.
Adjusted Profit After Tax was between
threshold and the target set, as a result of a
more challenging economic environment
than was previously forecast. Adjusted Free
Cash Flow was below the minimum target
having been required to hold additional
working capital to fulfil demand.
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 102).
For 2024, the Committee assessed the
CEO and CFO against their objectives
and determined a payout of 17.5% out of a
maximum of 20% for the CEO and 20% out
of a maximum of 20% for the CFO for this
element.
The overall bonus payable to the CEO is
therefore 35.3% of maximum, and the
overall bonus payable to the CFO is 37.8%
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.
The CEO was granted PSP awards in March
2022. These awards were based 50% on
CAGR Adjusted EPS performance in the
three‑year period ended 31 December
2024 and 50% on TSR performance over a
three‑year period from the date of grant.
CAGR Adjusted EPS was below threshold
and therefore this portion of the award will
not vest. 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 below median and therefore
thisportion of the award is not expected
tovest.
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 2021 PSP award
was assessed over three years to the date
of vesting. In the 2023 report, we estimated
that total vesting for the 2021 PSP award
would be 0% of maximum, based on CAGR
Adjusted EPS performance to 31 December
2023 of ‑10.5% 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.
Wider workforce engagement
A Group‑wide employee engagement survey
was conducted in the year, the findings of
which are summarised on page 57.
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 80.
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 undertook a through consultation with
shareholders ahead of the implementation
of our Remuneration Policy at the 2023
AGM and were pleased with the strong
level of support for this and subsequent
Annual Remuneration Reports.
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. We will
be reviewing our Directors’ Remuneration
Policy during 2025 in advance of seeking
shareholder approval at the 2026 AGM and
I will engage with shareholders in relation
to any material changes in advance.
I look forward to receiving your support for
our Annual Remuneration Report at the
AGM.
Tim Surridge
Remuneration Committee Chair
25 March 2025
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2024 Remuneration at a glance
Remuneration Committee Report
continued
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Our approach to remuneration supports our strategy
to innovate, grow and deliver long-term sustainable
performance for the benefit of all our stakeholders
Performance and
remuneration outcomes
Salary increases
Executive Directors’ annual bonus incentive outcomes
Alignment with employee rewards
Adjusted Profit
After Tax
1
£19.7m
2023: £17.3m
Adjusted Free Cash Flow
£3.5m
2023: £18.0m
Adjusted EPS 3-year CAGR
‑14.8%
2023: -10.5%
TSR 3-year performance
2
‑56%
2023: -46%
1. Adjusted Profit After Tax has been adjusted
toexclude the impact of the in‑year acquisition
of CMD.
2. TSR performance for 2024 has been calculated
over the three‑year period between 1 January
2022 and 31 December 2024.
Executive
Directors
All Luceco
employees
4.0% 4.0%
2023: 2.5% 2023: 7.5%
Number of employees
eligible to participate
Share incentive plans
granted to employees
595 628,236
2023: 487| 22.2% 2023: 450,585| 39.4%
Performance measures
Adjusted Profit After Tax
1
(40% weighting)
Threshold
0% payout
Target
50% payout
Maximum
100% payout
£18.0m £20.0m
£19.7m
£22.0m
Adjusted Free Cash flow (40% weighting)
Threshold
0% payout
Target
50% payout
Maximum
100% payout
£11.7m £13.0m £14.3m
Actual
Strategic objectives
CEO (20% weighting)
Maximum
payout
17.5% 20%Actual
CFO (20% weighting)
Maximum
payout
20%Actual
Total incentive
CEO overall bonus outcome
35%
100%
Maximum
payout
CFO overall bonus outcome
38%
100%
Maximum
payout
Actual
£3.5m
Remuneration Committee Report continued
Annual Remuneration Report
The Directors’ Remuneration Report that follows has been prepared in accordance with the provisions of the 2018 UK Corporate Governance Code (“Code”), the Listing Rules, the
Largeand Medium‑sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013 and the Companies Act 2006.
Summary of Remuneration Policy and implementation for 2024
Key component Summary How we implemented in 2024
Base salary 4% increase with effect from 1 January 2024, in line with the
increases received by the wider workforce.
John Hornby – CEO Will Hoy – CFO
£426,550 per annum £364,000 per annum
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 £18,200 for 2024
Benefits Benefits included car allowance/company car, mobile phone,
life insurance and private medical insurance.
£5,287 £12,481
Annual bonus Maximum opportunity of 100% of salary in 2024.
Performance measures for the 2024 annual bonus were as
follows:
• 40% Adjusted Profit After Tax
• 40% Adjusted Free Cash Flow
• 20% individual strategic objectives
Outturn as a percentage of maximum:
35.3%
£150,572
Outturn as a percentage
ofmaximum: 37.8%
£137,592
PSP An award of 150% of salary was made to the CEO in 2022. The
CFO was not in role at the time, and therefore did not receive
a 2022 PSP award.
Performance measures for the 2022 award were as follows:
• 50% TSR relative to the FTSE SmallCap, excluding
investment trusts, over three years from the date of grant
• 50% CAGR Adjusted EPS in the three‑year period ended 31
December 2024
Percentage of award vesting: the
Adjusted EPS target performance
was below threshold and therefore
this portion of the award will not vest.
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
below median and therefore this
portion of the award is not expected
to vest.
N/A
Shareholding requirements 200% of salary 7,833% of salary 108% of salary
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Summary of Remuneration Policy and implementation for 2025
The Remuneration Policy for Directors (“Policy”) was approved by shareholders at the AGM on 10 May 2023 and applies to payments made from this date. The following provides a
summary of the Policy along with details of how the Policy will be implemented during 2025. For full details of the Policy approved by shareholders, please refer to the 2022 Annual
Report and Financial Statements, which can be found at www.lucecoplc.com.
Element Operation Implementation in 2025
Base salary Normally reviewed annually. Any increases are normally
effective from 1 January.
No maximum but increases will normally be in line with the
increases awarded to other employees in the Group other
thanin certain circumstances.
From 1 January 2025, salaries will be as follows:
• John Hornby – £437,214
• Will Hoy – £373,100
This represents a 2.5% increase, which is in line with the increases received by
thewider workforce.
Pension Executive Directors generally receive a contribution to a
defined contribution pension scheme or a cash allowance
inlieu of pension.
Maximum contribution/allowance is 5% of salary.
John Hornby does not participate in any pension arrangement.
Will Hoy will receive a pension contribution of 5% of salary, in line with the pension
opportunity for the UK workforce.
Benefits Benefits currently include: a company car or car allowance
(£9,000 p.a.), mobile phone, life insurance and private medical
insurance. Executive Directors may also participate in all
employee share plans on the same basis as other employees.
No change to operation.
Annual bonus Maximum opportunity of 100% of salary.
Normally paid in cash. Where an Executive Director is not on
course to meet their shareholding guideline, they will normally
be expected to invest 50% of their post‑tax annual bonus into
Company shares.
Bonus starts accruing for threshold levels of performance. 50%
pays out for target performance, with full payout for achieving
stretching performance targets.
No change to operation, maximum opportunity level or performance measures.
The performance measures are as follows:
• 40% on Adjusted Profit After Tax
• 40% on Adjusted Free Cash Flow
• 20% on individual strategic objectives
The Committee believes the balance of these measures incentivises Executive
Directors to continue to grow the business and improve profit performance, to
focuson operational efficiencies and the generation of cash to fund growth, and
toachieve specific operational and strategic objectives.
Bonus targets are commercially sensitive and therefore have not been
disclosed. Itisintended that targets will be disclosed in full in the 2025 Directors’
RemunerationReport.
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Element Operation Implementation in 2025
PSP Maximum opportunity of 150% of salary.
Awards vest based on performance over a three‑year period
and are subject to a post‑vesting holding period for two years
following the end of the performance period.
No change to operation, maximum opportunity level or performance measures.
The performance measures are as follows:
• 50% based on total shareholder return (“TSR”) relative to the FTSE SmallCap index
excluding investment trusts, measured over three years from the date of grant.
25% of this portion vests for median TSR, with 100% vesting for upper quartile TSR.
There will be straight‑line vesting between each point
• 50% based on the compound annual growth rate (“CAGR”) of Adjusted Earnings
Per Share (“EPS”) performance for the financial year ending 31 December 2027.
25% of this portion vests if the CAGR in Adjusted EPS in the period is 5%, with
100% vesting if the CAGR in Adjusted EPS is 15%. There will be straight‑line vesting
between each point
The Committee believes these measures incentivise executives to achieve excellent
profit growth while generating above‑market returns for shareholders compared to
our peers.
Share ownership
guidelines
Executive Directors are expected to build and maintain a
holding of Luceco shares equal to at least 200% of base salary.
Following stepping down from the Board, Executive Directors
will normally be expected to maintain a minimum shareholding
of 200% of salary (or their actual shareholding if lower) for the
first 12 months following departure from the Board and 100% of
salary (or their actual shareholding if lower) for the subsequent
12 months. This guideline does not apply to any shares
purchased by the Executive Director.
No change to operation.
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 circumstances in which malus/clawback may apply are a material misstatement of financial results, an error in assessing performance or in
theinformation/assumptions used, a material failure of risk management, serious reputational damage, serious misconduct by the participant, or any other similar circumstances.
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
servicecontract 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.
Summary of Remuneration Policy and implementation for 2025 continued
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External appointments
Executive Directors are permitted to hold Non‑Executive Director positions in other companies where it is considered appropriate and subject to approval by the Board. Disclosure of
any such earnings is required to be made to the Board, to shareholders and in the Annual Report and Financial Statements. Details of any external appointments held by the Executive
Directors in the year ended 31 December 2024 are set out in the Corporate Governance Report on pages 76 and 77.
Non-Executive Directors
Element Operation Implementation in 2025
Fees Paid in cash.
Our policy is to pay a basic fee for membership of the Board,
and additional fees for the SID and Chair of a Committee to
take into account the additional responsibilities and time
commitment of these roles.
From 1 January 2025, fees will be as follows:
• Chair – £145,000 (+11.5%)
• Non‑Executive Director base fee – £50,225 (+2.5%)
• SID, Audit and Remuneration Committee Chair fee – £11,200 (no change)
The increase in the Chair’s fee represents the second step in a phased increase to
bring his fee to around the lower quartile of market practice compared to other
similar‑sized companies.
The NED base fee increase of 2.5% is in line with the increases received by the wider
workforce. The additional fees remain unchanged.
Benefits and
expenses
Reasonable costs in relation to travel and accommodation for
business purposes are reimbursed. The Group may meet any
tax liabilities that may arise on such expenses.
No change to operation.
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
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.
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Alignment of our Policy with the 2018 UK Corporate Governance Code
The Committee considers that the current Remuneration Policy and its implementation appropriately address the following principles, as set out in the 2018 UK Corporate Governance
code.
Principle How the Committee has addressed this
Clarity The Committee is committed to providing open and transparent disclosures with regard to executive remuneration arrangements.
In addition, Julia Hendrickson acts as the designated Non‑Executive Director for workforce engagement and actively engages with employees on a range
of issues as part of this role.
Simplicity In determining the remuneration framework, the Committee was mindful of avoiding complexity and ensuring that arrangements are easy to understand.
Our remuneration arrangements are simple in nature, comprising three main elements – fixed pay (comprising of base salary, pension and benefits),
variable short‑term incentives (annual bonus), and variable long‑term incentives (PSP awards). This framework is well understood by both participants and
shareholders.
Risk The Committee believes that the structure of remuneration arrangements does not encourage excessive risk‑taking.
The remuneration framework has a number of features which align remuneration outcomes with risk, including a two‑year post‑vesting holding period
applied to any PSP awards granted from 2020 onwards, and personal shareholding guidelines applying both in employment and post‑employment.
In addition, malus and clawback provisions apply to both the annual bonus and PSP awards.
Predictability The Remuneration Policy outlines the threshold, target and maximum levels of pay that Executive Directors can earn in any given year over the three‑year
life of the approved Remuneration Policy. Actual incentive outcomes vary depending upon the level of performance against various measures, with
performance against targets normally disclosed in the Annual Report and Financial Statements each year.
Proportionality The Committee is satisfied that the Remuneration Policy does not reward poor performance. Payment of the annual bonus and PSP is subject to the
achievement of stretching performance targets, which are clearly linked to the Group’s strategy.
Both the Committee and Executive Directors are cognisant of the pay and conditions for the wider workforce, and this is taken into account when
considering executive remuneration.
Additionally, the Committee retains the discretion to adjust formulaic outcomes under the annual bonus and/or PSP should it consider that the outcome
is not aligned to the underlying performance of the Company or individual.
Alignment to
culture
The performance measures that are used for the annual bonus and PSP are clearly linked to delivery of the Group’s KPIs. In addition, 20% of the annual
bonus is based on achievement against non‑financial strategic targets, which ensures both financial and non‑financial strategic goals are considered.
Non‑financial goals reflect the Group’s sustainability objectives.
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Implementation of Remuneration Policy during 2024
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 2024 and 2023.
Director (£’000) Year
Basic salary/
fees Benefits Pension Total fixed Annual bonus
Long‑term
incentives
Total
variable Total
John Hornby 2024 426 5 — 431 151 —
1
151 582
2023 410 4 — 414 357 —² 357 771
Will Hoy³ 2024 364 12 18 394 138 — 138 532
2023 300 10 14 324 254 — 254 578
Giles Brand 2024 130 — — 130 — — — 130
2023 108 — — 108 — — — 108
Caroline Brown 2024 49 — — 49 — — — 49
2023 45 — — 45 — — — 45
Tim Surridge 2024 71 — — 71 — — — 71
2023 66 — — 66 — — — 66
Pim Vervaat 2024 60 — — 60 — — — 60
2023 56 — — 56 — — — 56
Julia Hendrickson 2024 49 — — 49 — — — 49
2023 45 — — 45 — — — 45
Janet Ryan
4
2024 25 — — 25 — — — 25
1. John Hornby was granted a PSP award in March 2022. The award was based 50% on CAGR Adjusted EPS performance in the three‑year period ended 31 December 2024 and 50% on TSR performance over a three‑year period
from the date of grant. The Adjusted EPS targets performance is below threshold and therefore this portion of the award will not vest. TSR performance will be assessed to the third anniversary of the date of award (31 March
2025) and we will confirm performance in next year’s report. TSR performance is currently tracking below median and therefore this portion of the award is not expected to pay out. The value disclosed in the single figure is
therefore based on nil vesting for the 2022 award.
2. TSR performance for the 2021 PSP award was assessed to the date of vesting. In the 2023 report, we estimated that total vesting for the 2021 PSP award would be 0% of maximum, based on CAGR Adjusted EPS performance
to 31 December 2023 of ‑10.5% 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. 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. The figure shown in the basic salary/fees column for 2023 relates to his basic fee in respect of being a Non‑Executive Director to 28 February 2023 of £8,034, and his salary in respect of being an Executive
Director from 1 March 2023 of £291,667. The figures shown in the annual bonus column relate to his service as an Executive Director only.
4. Janet Ryan joined the Board on 1 July 2024 and fees are shown from this date.
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Explaining the single figure
Salary
For 2024, our approach was to increase Executive Directors’ salaries by 4%, in line with the increases received by the wider workforce. John Hornby’s salary was increased from
£410,140to £426,550 and Will Hoy’s salary was increased from £350,000 to £364,000.
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 2024, 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 2024 against financial targets set was as follows:
Measure
Threshold
0% payout
Target
50% payout
Maximum
100% payout
Achievement
for 2024
Percentage
of bonus
payable
Adjusted Profit After Tax (40% weighting)
1
£18.0m £20.0m £22.0m £19.7m
2
44.5%
Adjusted Free Cash Flow (40% weighting) £11.7m £13.0m £14.3m £3.5m 0%
1. Targets have been adjusted to reflect contingency originally included in the budget, but which was not originally reflected in the targets.
2. Adjusted to exclude the impact of the in‑year acquisition of CMD.
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Explaining the single figure continued
Strategic objectives
These objectives were set at the start of 2024 and are set out in the table below.
Overview of performance against strategic objectives
CEO CFO Committee’s assessment of performance
• Business growth: Significant progress made during
the year to launch new business areas to position
the Group for future growth
• Business growth: Strong growth in sales within key
business areas including Wiring Accessories
• Business growth and ESG: Significant increase in
revenue from EV category
• Integration and cost saving: Successful integration
of D‑Line and CMD into the Group along with
substantial savings, specifically in the supply chain
• Cost saving: Significant savings within 2024 factory
performance with the run rate savings in particular
significantly ahead of plan
• Operational efficiency: Strong improvement in
operational efficiency within our factory
• Integration and cost saving: Successful integration
of D‑Line and CMD into the Group along with
substantial synergy savings
• Operational efficiency: Successful implementation
of the new FX strategy across treasury and
accounting
• Operational efficiency: Centralisation of HR activities
such as payroll and the creation of a new HR
resource. This has also been rolled out across the
businesses ensuring a new consistent approach
throughout
• Operational efficiency: Creation of a shared service
finance resource incorporating more automation
and delivering significant enhancement in
operational efficiency
• ESG: Excellent development of the climate change
strategy with significant progress made in the year
in environmental initiatives and improvements in
external climate assessments/ranking including,
improvement on the EcoVadis score and receiving a
Carbon Project Management score of “B”
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:
• 17.5% out of a maximum of 20% should be paid for
this element for the CEO
• 20% out of a maximum of 20% should be paid for this
element for the CFO
This performance against targets set therefore resulted in an overall bonus of 35% of maximum for John Hornby and 38% of maximum for Will Hoy. Bonus payments are therefore as
follows:
John Hornby £150,572
Will Hoy £137,592
The Committee also considered the underlying financial performance of the Company during 2024, 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.
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Explaining the single figure continued
Long-term incentives
John Hornby was granted a PSP award in March 2022. This award was based 50% on CAGR Adjusted EPS performance in the three‑year period ended 31 December 2024 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 2024 is below threshold and therefore this
portion of the award will not vest. The TSR performance period is not yet completed and we will provide details of final vesting in the 2024 Annual Report. TSR is currently tracking
below median and therefore this portion of the award is not expected to vest.
Measure Weighting Threshold Maximum Achievement
Element
vesting
CAGR Adjusted EPS in the three‑year period ended 31 December 2024 50% 5% 15% ‑14.8% 0%
TSR relative to the FTSE SmallCap excluding investment trusts 50% Median Upper
quartile
TSR
measured
over three
years to
30 March
2025
0%
(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 31 March 2022 283,018 — — — —
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 2024 being 137p. The estimated value of the vesting awards has been included within the
“single figure of total remuneration” table on page 100.
Overall, the Committee considers that the Remuneration Policy has operated as it intended during 2024 and that the pay outcomes are aligned with the experience of shareholders
and other stakeholders.
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Share interests awarded during the year as long-term incentives (audited)
The following awards were granted under the PSP during the year.
Board Directors 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
3 April
2024
459,644 £643,502 25% See below
Will Hoy Chief Financial Officer 392,241 £549,137 25% See below
1. Calculated based on a share price of 140p, 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 2026
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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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
24 March
2025
Ordinary
shares
held at
31 December
2024
Ordinary
shares
held at
31 December
2023
Nil cost
options
subject to
performance
measures
Nil cost
options not
subject to
performance
measures
Market value
options
subject to
performance
measures
Shareholding
requirement
(% of salary)
Shareholding
held at
31 December
2024
1
Requirement
met?
John Hornby 26,021,796 26,021,796 29,153,412 999,317 — — 200% 7,833% Yes
Will Hoy 307,456 307,456 201,263 777,948 — — 200% 108% No
Note: Includes shares accrued to date in respect of dividend equivalents on unvested LTIP awards.
1. 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 2024 of
128.4p.
Non-Executive Directors
Ordinary
shares
held at
24 March
2025
Ordinary
shares
held at
31 December
2024
Ordinary
shares
held at
31 December
2023
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 50,000
Julia Hendrickson — — —
Janet Ryan
2
— — —
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.
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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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 2024. The Group has chosen these indices to reflect its size and the key sector in which it operates.
250
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
2022
31 Dec
2021
31 Dec
2019
Luceco
Price (p)
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 2024.
£’000 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
Total remuneration 314 337 365 504 726 699 1,553 860 771 582
Annual bonus (% of max) n/a nil nil 50% 100% 90% 50% 55% 87% 35%
LTIP vesting
1
(% of max) n/a n/a n/a n/a 0% n/a
2
100% 49.84% 0% 0%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 PSP awards granted in 2022 are not expected to vest. The TSR performance period for these awards runs to 30 March 2025 and final vesting will be determined at this point.
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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 2024 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
1,2
Giles
Brand
Caroline
Brown
2
Tim
Surridge
2
Pim
Vervaat
3
Julia
Hendrickson
4
Janet
Ryan
5
UK
employees
2024 vs. 2023
Base salary/fees 4.0% 21.5% 20.1% 10.1% 7.6% 8.1% 10.1% 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 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 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 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 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.
2. Will Hoy succeeded Caroline Brown as Chair of the Audit Committee in October 2021. Tim Surridge subsequently succeeded Will Hoy as Chair of the Audit Committee on 19 January 2023.
3. Pim Vervaat joined the Board on 1 September 2020.
4. Julia Hendrickson joined the Board on 1 June 2022.
5. Janet Ryan joined the Board on 1 July 2024.
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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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 2024 and 2023.
£m
31 December
2024
31 December
2023 % change
Overall spend on pay for employees including Executive Directors
1
49.0 44.1 11.1%
Distributions to shareholders 7.5 7.2 4.2%
1. Figures are taken from note 4 of the consolidated financial statements.
CEO pay ratio
For the year ended 31 December 2024, 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
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
25th
percentile
pay ratio
Median
pay ratio
75th
percentile
pay ratio
2024 Salary £28,010 £44,720 £55,440
Total pay £31,308 £51,339 £76,359
For 2024, 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 2024‑25 snap‑shot date. Their respective single figure values for
2024 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 a decrease on the 2023 ratio. The main reason for the change in the ratio from last year is the lower
bonus awarded 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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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 and Julia Hendrickson are also members of the Committee. 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 2025 and to agree performance targets for 2025.
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 2025, 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 2025 as outlined in this report
• Determining reward outcomes for 2025
• Review of remuneration trends and governance developments
Remuneration Committee advisers
During the year to 31 December 2024, 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 £28,150 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 (14 May 2024 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 (2024) 116,155,961 99.63% 435,119 0.37% 60,612
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
25 March 2025
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Directors’ Report
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 103
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 112
Dividend waivers Page 113
Agreements with controlling shareholders Page 113
Results and dividends
The Group’s profit for the year ended 31 December 2024 was £14.6m (2023: £16.7m);
details are shown in the Consolidated Income Statement on page 124. The Directors
recommend the payment of a final dividend of 3.3p per ordinary share which, subject to
the approval of shareholders at the AGM on 20 May 2025, will be paid on 22 May 2025 to
ordinary shareholders registered as members of the Company at the close of business
on 11April2025. The final date for elections under the Company’s dividend reinvestment
plan will be 30 April 2025. An interim dividend of 1.7p per share was paid during the year.
TheCompany’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
• Julia Hendrickson
• Janet Ryan (from 1 July 2024)
• Tim Surridge
• Pim Vervaat
Biographical details of the Directors appear on pages 76 and 77. Information on the
Directors’ remuneration, employee share schemes and service contracts is given in the
Remuneration Committee Report on pages 92 to 109.
Appointment and replacement of Directors
The rules about the appointment and replacement 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.
TheGroup 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 20May2025.
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.
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.
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Financial StatementsStrategic Report Governance
Directors’ Report continued
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 UK
Corporate Governance Code is set out on
page 74 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 143 to 146.
TheDirectors 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
64 to 68, and the Chief Financial Officer’s
Review on pages 26 to 31.
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 (2023: 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 60 to 63.
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 34 to 54.
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 34
to 53.
Directors’ interests
During the year ended 31 December
2024, 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 105. 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 2024 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.
Luceco plc111 Annual Report and Financial Statements 2024
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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 14 May 2024, 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 2025 AGM or 30 June 2025 whichever
is sooner. No shares have been allotted
under these authorities as at the date of
this report.
At 31 December 2024, 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 2024 are
disclosed in note 23 on page 166.
Authority for the Group to purchase
its own shares
A resolution will be proposed at the 2025
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
2026 AGM or, if earlier, on 30 June 2026.
At the AGM held on 14 May 2024, 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 2025 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 2024 and at 24 March 2025 (being the
latest practicable date prior to the date of this report).
At 24 March 2025 At 31 December 2024
Shareholder
Number of
shares held
% voting
rights
Number of
shares held
% voting
rights
Apex Financial Services
(Trust Company) Limited 10,229,865 6.36 8,300,956 5.16
Montanaro Asset
Management Limited
1
— — 5,300,000 3.30
BlackRock Inc 20,634,186 12.82 21,240,704 13.21
John Hornby
2
26,021,796 16.18 26,021,796 16.18
Giles Brand
2,3
45,031,179 28.00 45,031,179 28.00
1. From 31 December 2024 to 24 March 2025, the Company has not been notified by Montanaro Asset
Management Limited of any further disclosures in accordance with DTR 5.
2. Includes persons closely associated.
3. 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.
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 £10,833
(£130,000 per annum) in respect of his services as Chair during 2024.
John Hornby has a service contract with the Company, as detailed on page 97, 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 92 to 109.
Luceco plc112 Annual Report and Financial Statements 2024
Financial StatementsStrategic Report Governance
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 2025 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
20May2025. 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 25 March 2025.
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
Luceco plc113 Annual Report and Financial Statements 2024
Financial StatementsStrategic Report Governance
Statement of Directors’ Responsibilities
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 76 and 77 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
25 March 2025
Will Hoy
Chief Financial Officer
25 March 2025
Luceco plc114 Annual Report and Financial Statements 2024
Financial StatementsStrategic Report Governance
Financial
Statements
Independent Auditor’s Report 116
Consolidated Income Statement 124
Consolidated Statement of Comprehensive Income 125
Consolidated Balance Sheet 126
Consolidated Statement of Changes in Equity 127
Consolidated Cash Flow Statement 129
Notes to the Consolidated Financial Statements 130
Company Balance Sheet 169
Company Statement of Changes in Equity 170
Notes to the Company Financial Statements 171
Glossary 176
Company Information 178
Advisers and Other Information 180
Luceco plc115 Annual Report and Financial Statements 2024
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Independent Auditor’s Report
to the members of Luceco plc
1. Our opinion is unmodified
We have audited the financial statements of Luceco plc (“the Company”) for the year
ended 31 December 2024 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 2024 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 9 financial years ended 31 December
2024 as a public‑interest entity and 11 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
£1.07m (2023: £1.05m)
4.7% (2023: 4.6%) of normalised profit before tax
Key audit matters vs 2023
New risk
Recoverability of Goodwill in DW Windsor CGU
Parent Company: Recoverability of 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, 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.
Luceco plc
116 Annual Report and Financial Statements 2024
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Independent Auditor’s Report continued
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
inDW Windsor CGU
(Goodwill £6.2m; 2023:
£6.2m)
Refer to page 88 (Audit
Committee Report), page
147 (accounting policy) and
pages 149 and 150 (financial
disclosures).
Forecast-based assessment
Goodwill related to DW Windsor 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 the
DW Windsor CGU 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
short‑term revenue growth rates.
The effect of these matters is that,
as part of our risk assessment, we
determined that the recoverable
amount of DW Windsor CGU has a
high degree of estimation uncertainty,
with a potential range of reasonable
outcomes greater than our materiality
for the financial statements as a whole.
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 cashflow 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 DW
Windsor CGU to be acceptable (2023 result: acceptable).
Parent Company risk:
Recoverability of parent’s
debt due from Group entity
(£63.5m; 2022:
£75.7m)
Refer to page 88 (Audit
Committee Report) and
pages 88 and 174 (financial
disclosures).
Low risk, high value:
The carrying amount of the
intra‑Group debtor balance represents
90.5% (2023: 93.5%) 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 intra‑group debtor counterparty representing 100% (2023: 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,
aswell 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 Group entity to be acceptable (2023: acceptable)
Luceco plc
117 Annual Report and Financial Statements 2024
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Independent Auditor’s Report continued
to the members of Luceco plc
2. Key audit matters: our assessment of risks of material misstatement
continued
We continue to perform procedures over the recoverability of finished goods. However,
in the current year we directed more of our audit effort on the recoverability of goodwill
due to the inherent uncertainty involved in forecasting and discounting future cash flows.
We have not assessed the recoverability of finished goods as one of the most significant
risks in our current year audit and, therefore, it is not separately identified in our report
this year.
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 £1.07m (2023: £1.05m),
determined with reference to a benchmark of normalised Group profit before tax (“PBT”),
of which it represents 4.7% (2023: 4.6%). We normalised PBT by adding back adjustments
that do not represent the normal, continuing operations of the Group. The items we
adjusted for were acquisition related unwind of the fair value uplift of Inventory (2023:
determined with reference to a benchmark of Group profit before tax, normalised to
exclude a loss on remeasurement of derivative instruments).
Materiality for the Parent Company financial statements as a whole was set at £0.2m
(2023: £0.2m), determined with reference to a benchmark of Company total assets, of
which it represents 0.28% (2023: 0.26%).
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% (2023: 75%) of materiality for the financial
statements as a whole, which equates to £0.8m (2023: £0.78m) for the Group and £0.16m
(2023: £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 (2023: £0.05m), in addition to other identified
misstatements that warranted reporting on qualitative grounds.
Overview of the scope of our audit
This year, we applied the revised group auditing standard in our audit of the consolidated
financial statements. The revised standard changes how an auditor approaches the
identification of components, and how the audit procedures are planned and executed
across components.
In particular, the definition of a component has changed, shifting the focus from how the
entity prepares financial information to how we, as the group auditor, plan to perform
audit procedures to address group risks of material misstatement (“RMMs”). Similarly, the
group auditor has an increased role in designing the audit procedures as well as making
decisions on where these procedures are performed (centrally and/or at component level)
and how these procedures are executed and supervised. As a result, we assess scoping
and coverage in a different way and comparisons to prior period coverage figures are not
meaningful. In this report we provide an indication of scope coverage on the new basis.
We performed risk assessment procedures to determine which of the Group’s components
are likely to include risks of material misstatement to the Group financial statements and
which procedures to perform at these components to address those risks.
Normalised Group profit
before tax
£22.6m (2023: £22.9m)
Group materiality
£1.07m (2023: £1.05m)
£1.07m
Whole financial
statements materiality
(2023: £1.05m)
£0.8m
Whole financial
statements performance
materiality (2023: £0.78m)
£0.85m
Range of materiality at 14 components
(£0.18m-£0.85m) (2023: £0.2m to £0.8m)
£0.05m
Misstatements reported to
the Audit Committee (2023: £0.05m)
Normalised PBT
Group materiality
In total, we identified 16 components, having considered our evaluation of the Group’s
operational & legal structure; the existence of common information systems; the existence
of common risk profile across entities, geographical locations and our ability toperform
audit procedures centrally.
Of those, we identified 3 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
11components with accounts contributing to the specific RMMs of the Group
financialstatements.
Luceco plc
118 Annual Report and Financial Statements 2024
Financial StatementsStrategic Report Governance
Independent Auditor’s Report continued
to the members of Luceco plc
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 components, of which we involved
component auditors in performing the audit work on 1 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 £0.2m to £0.85m, having regard to the
mix of size and risk profile of the Group across the components.
Our audit procedures covered 91.5% of Group revenue.
We performed audit procedures in relation to components that accounted for 99% of
Group profit before tax and 97% of Group total assets.
For the remaining components for which we performed no audit procedures, no
component represented more than 3% of Group total revenue. 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.
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 predominately 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.
We performed audit procedures in relation to components that accounted for the
following percentages of Group profit before tax and Group total assets:
Our audit procedures covered the following percentage of Group revenue:
Group revenue
91.5%
Group total
assets
99%
Group profit
before tax
97%
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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.
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 114 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.
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 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.
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5. Fraud and breaches of laws and regulations – ability to detect continued
Identifying and responding to risks of material misstatement due to fraud
continued
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.
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.
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.
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6. We have nothing to report on the other information in the Annual Report
continued
Directors’ Remuneration Report
In our opinion the part of the Directors’ Remuneration Report to be audited has been
properly prepared in accordance with the Companies Act 2006.
Disclosures of emerging and principal risks and longer-term viability
We are required to perform procedures to identify whether there is a material
inconsistency between the Directors’ disclosures in respect of emerging and principal
risks and the viability statement, and the financial statements and our audit knowledge.
Based on those procedures, we have nothing material to add or draw attention to in
relation to:
• the Directors’ confirmation within on page 64 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 69 and 70 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.
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.
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to the members of Luceco plc
8. Respective responsibilities
Directors’ responsibilities
As explained more fully in their statement set out on page 114, the Directors are
responsible for: the preparation of the financial statements including being satisfied
that they give a true and fair view; such internal control as they determine is necessary to
enable the preparation of financial statements that are free from material misstatement,
whether due to fraud or error; assessing the Group and Parent Company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern;
and using the going concern basis of accounting unless they either intend to liquidate the
Group or the Parent Company or to cease operations, or have no realistic alternative but to
do so.
Auditor’s responsibilities
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to fraud or
error, and to issue our opinion in an auditor’s report. Reasonable assurance is a high level
of assurance, but does not guarantee that an audit conducted in accordance with ISAs
(UK) will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis
of the financial statements.
A fuller description of our responsibilities is provided on the FRC’s website at
www. frc. org. uk/auditorsresponsibilities.
The Company is required to include these financial statements in an annual financial
report prepared under Disclosure Guidance and Transparency Rule 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.
for and on behalf of KPMG LLP , Statutory Auditor
Chartered Accountants
One Snowhill
Snow Hill Queensway
Birmingham B4 6GH
26 March 2025
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123 Annual Report and Financial Statements 2024
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Consolidated Income Statement
for the year ended 31 December 2024
£m
Note 2024 | 2023 | |||
Revenue | 2 | |||
Cost of sales | ( | ( | ||
Gross profit | ||||
Distribution expenses | ( | ( | ||
Administrative expenses | ( | ( | ||
Operating profit | 3 | |||
Finance expense | 5 | ( | ( | |
Net finance expense | ( | ( | ||
Profit before tax | ||||
Taxation | 6 | ( | ( | |
Profit for the year | ||||
| Earnings per share (pence) | ||||
Basic | 7 | |||
Diluted | 7 | |||
Adjusted 1 results | Note | 2024 | 2023 | |
Adjusted Operating Profit | 1 | |||
Adjusted Profit Before Tax | 1 | |||
Adjusted Profit After Tax | 1 | |||
Adjusted Basic Earnings Per Share | 7 | |||
Adjusted Diluted Earnings Per Share | 7 |
1. See note 1 for alternative performance measures.
The accompanying notes on pages 130 to 168 form an integral part of these financial statements.
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Consolidated Statement of Comprehensive Income
for the year ended 31 December 2024
£m | 2024 | 2023 |
Profit for the year | ||
| Other comprehensive income – amounts that may be reclassified to profit or loss in the future: | ||
Foreign exchange translation differences – foreign operations | ( | ( |
Foreign exchange translation differences on investments in overseas entities | ( | |
| 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 | ( | |
Total comprehensive income for the year |
All results are from continuing operations.
The accompanying notes on pages 130 to 168 form an integral part of these financial statements.
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Consolidated Balance Sheet
at 31 December 2024
£m Note 2024 | 2023 | ||
| Non-current assets | |||
Property, plant and equipment | 9 | ||
Right‑of‑use assets | 9 | ||
Intangible assets | 10 | ||
Investment in equity instruments | 11 | ||
Financial assets measured at fair value through profit or loss | 20 | ||
Deferred tax asset | 12 | ||
| Current assets | |||
Inventories | 13 | ||
Trade and other receivables | 14 | ||
Financial assets measured at fair value through profit or loss | 20 | ||
Current tax asset | |||
Cash and cash equivalents | 15 | ||
Total assets | |||
| Current liabilities | |||
Trade and other payables | 18 | ||
Financial liabilities measured at fair value through profit or loss | 20 | ||
Other financial liabilities | 17 | ||
£m Note 2024 | 2023 | ||
| Non-current liabilities | |||
Interest‑bearing loans and borrowings | 16 | ||
Other financial liabilities | 17 | ||
Deferred tax liability | 12 | ||
Financial liabilities measured at fair value through profit or loss | 20 | ||
Provisions | 17 | ||
Total liabilities | |||
Net assets | |||
Equity attributable to equity holders of the parent | |||
Share capital | 23 | ||
Share premium | 23 | ||
Other reserves | 23 | ( | |
Treasury reserve | 23 | ( | ( |
Retained earnings | |||
Total equity |
The accompanying notes on pages 130 to 168 form an integral part of these financial
statements.
Company registered number: 05254883
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126 Annual Report and Financial Statements 2024
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Consolidated Statement of Changes in Equity
for the year ended 31 December 2024
£m
| Financial | |||||||
| Share | Share | Translation | assets at | Retained | Treasury | Total | |
| capital | premium | reserve | FVOCI | earnings | reserve | equity | |
Balance at 1 January 2023 | ( | ||||||
| Total comprehensive income | |||||||
Profit for the year | |||||||
Investment revaluation | |||||||
Currency translation differences | ( | ( | |||||
Total comprehensive income for the year | ( | ||||||
| Transactions with owners in their capacity as owners | |||||||
Dividends | ( | ( | |||||
Purchase of own shares | ( | ( | |||||
Disposal of own shares | ( | ||||||
Deferred tax on share‑based payment transactions | |||||||
Share‑based payments charge | |||||||
Total transactions with owners in their capacity as owners | ( | ( | |||||
Balance at 31 December 2023 | ( |
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Consolidated Statement of Changes in Equity continued
for the year ended 31 December 2024
£m
| Financial | |||||||
| Share | Share | Translation | assets at | Retained | Treasury | Total | |
| capital | premium | reserve | FVOCI | earnings | reserve | equity | |
Balance at 31 December 2023 | ( | ||||||
| Total comprehensive income | |||||||
Profit for the year | |||||||
Investment revaluation | ( | ( | |||||
Foreign currency translation differences on investments in overseas entities | ( | ( | |||||
Currency translation differences | ( | ( | |||||
Total comprehensive income for the year | ( | ( | |||||
| Transactions with owners in their capacity as owners | |||||||
Dividends | ( | ( | |||||
Purchase of own shares | ( | ( | |||||
Disposal of own shares | ( | ||||||
Deferred tax on share‑based payment transactions | ( | ( | |||||
Corporation tax on foreign currency translation differences on investments in overseas entities | |||||||
Corporation tax on share‑based payment transactions | |||||||
Share‑based payments charge | |||||||
Total transactions with owners in their capacity as owners | ( | ( | ( | ||||
Balance at 31 December 2024 | ( | ( | ( |
The accompanying notes on pages 130 to 168 form an integral part of these financial statements.
Luceco plc
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Consolidated Cash Flow Statement
for the year ended 31 December 2024
£m Note 2024 | 2023 | ||
| Cash flows from operating activities | |||
Profit for the year | |||
| Adjustments for: | |||
Depreciation and amortisation | 9, 10 | ||
Financial expense | 5 | ||
Taxation | 6 | ||
Loss on disposal of tangible assets | |||
Share‑based payments charge | |||
Other non‑cash items | ( | ( | |
Operating cash flow before movement in working capital | |||
(Increase) in trade and other receivables | ( | ( | |
(Increase)/decrease in inventories | ( | ||
Increase/(decrease) in trade and other payables | ( | ||
Cash from operations | |||
Tax paid | ( | ( | |
Net cash from operating activities |
£m Note 2024 | 2023 | ||
| Cash flows from investing activities | |||
Acquisition of property, plant and equipment | ( | ( | |
Acquisition of other intangible assets | 10 | ( | ( |
Disposal of tangible assets | |||
Acquisitions of subsidiaries (net of cash) | 26 | ( | |
Investments | 11 | ( | ( |
Net cash used in investing activities | ( | ( | |
| Cash flows from financing activities | |||
Origination/(repayment) of borrowings | ( | ||
Interest paid | ( | ( | |
Dividends paid | ( | ( | |
Finance lease liabilities | 17 | ( | ( |
Purchase of own shares | 23 | ( | ( |
Net cash used in financing activities | ( | ||
Net decrease in cash and cash equivalents | ( | ( | |
Cash and cash equivalents at 1 January | |||
| Effect of exchange rate fluctuations on cash | |||
held | ( | ||
Cash and cash equivalents at 31 December | 15 |
The accompanying notes on pages 130 to 168 form an integral part of these financial
statements.
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Notes to the Consolidated Financial Statements
for the year ended 31 December 2024
1 Introduction, other judgements and estimates, APMs and adjustments
Overview
Companies Act 2006. The Company’s registered office is Building E Stafford Park 1,
Basis of accounting
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.
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 £18.9m for the year to 31 December 2024
(2023: £18.9m), has net current assets of £79.4m (2023: £52.5m) and net assets of £95.8m
(2023: £93.8m), net debt of £75.1m (2023: £22.8m) and net cash from operating activities
of £14.7m (2023: £29.0m). The Company has secured banking facilities over the period,
expiring on 30 September 2026. The Group is currently in discussions regarding a new
banking facility in order to replace the existing facility and discussions are progressing in
line with expectations.
The capital resources at the Group’s disposal at 31 December 2024 and 28 February 2025
were as follows:
• A revolving credit facility of £120.0m, £65.7m drawn at 31 December 2024 and £65.3m
drawn at 28 February 2025
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
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). 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.
Luceco plc
130 Annual Report and Financial Statements 2024
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Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
1 Introduction, other judgements and estimates, APMs and adjustments
continued
Estimates and judgements
Estimates
The preparation of financial statements in conformity with adopted IFRS requires
the use of estimates and assumptions that affect the reported amounts of assets
and liabilities during the reporting year. Although these estimates are based on
management’s best knowledge of the amount, events or actions, actual results
ultimately may differ from those estimates. The estimates and underlying assumptions
are reviewed on an ongoing basis. The estimates and associated assumptions are
based on historical experience and various other factors that are believed in the period
in which the estimate is revised if the revision affects only that period, or in the period
of the revision and future periods if the revision affects both current and future periods.
The Directors consider the following to be the key estimates applicable to the financial
statements, which have a significant risk of resulting in a material adjustment to the
carrying amounts of assets and liabilities within the next financial year or in the long
term:
Note | Description | Page |
10 | Intangible assets | 147 |
Judgements
The Directors do not consider there to be key judgements in preparing these financial
statements.
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.
Luceco plc
131 Annual Report and Financial Statements 2024
Financial StatementsStrategic Report Governance
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
1 Introduction, other judgements and estimates, APMs and adjustments continued
Statutory and non-statutory measures of performance continued
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 | Allows management to assess the | ||
Adjusted Operating Costs | Operating gross profit less | Consolidated Income Statement | measure but excluding the | performance of the business after | ||
| operating profit | adjusting items. A breakdown of | removing large/unusual items or | ||||
Adjusted Operating Profit | Operating profit | Consolidated Income Statement | the adjusting items from 2024 | transactions that are not reflective | ||
and | 202 | 3, which reconciles the | of the underlying business | |||
Adjusted Profit for the Year | Profit for the year (profit after tax) | Consolidated Income Statement | adjusted measures to statutory | operations | ||
Adjusted Basic EPS | Basic EPS | figures, can be found on pages | ||||
132 to | 136 | |||||
Constant Currency | Current period translated at the | Allows management to identify | ||||
| average exchange rate of the prior | the relative year‑on‑year | |||||
| year | performance of the business by | |||||
| removing the impact of currency | ||||||
| that is outside of management’s | ||||||
| control | ||||||
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” but including EBITDA | EBITDA used for bank covenant | |||||
| generated from acquisitions | testing | |||||
| between 1 January and the date | ||||||
| of acquisition and excluding | ||||||
| share‑based payment expense | ||||||
Contribution profit | Operating profit and operating | Consolidated Income Statement | Contribution profit is after | Provides management with an | ||
| costs | allocation of directly attributable | assessment of profitability by | ||||
| adjusted operating expenses for | operating segment | |||||
| each operating segment |
Luceco plc
132 Annual Report and Financial Statements 2024
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Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
Nature of measure | Related IFRS measure | Related IFRS source | Definition | Use/relevance |
Contribution margin | Operating profit and operating | Consolidated Income Statement | Contribution margin is | Provides management with |
| costs | contribution profit, as above, | an assessment of margin by | ||
| divided by revenue for each | operating segment | |||
| operating segment | ||||
Adjusted Operating Cash Flow | Cash flow from operations | Consolidated Cash Flow | Adjusted Operating Cash Flow | Provides management with |
| Statement | is the cash from operations but | an indication of the amount of | ||
| excluding the cash impact of the | cash available for discretionary | |||
| adjusting items excluded from | investment | |||
| Adjusted 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 | generated by the business | |||
| respect of investing activities | for return to shareholders or | |||
| (except for those in respect of | reinvestment in M&A activity | |||
| acquisitions or 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 Cash | None | Consolidated Cash Flow | Adjusted Operating Cash | Allows management to monitor |
| 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 (“ROCI”) | None | Operating profit | Adjusted Operating Profit divided | To provide an assessment of |
| Net assets | into the sum of net assets and | how profitably capital is being | ||
| net debt (average for the last two | deployed in the business | |||
| years) as a percentage |
1 Introduction, other judgements and estimates, APMs and adjustments continued
Statutory and non-statutory measures of performance continued
Luceco plc
133 Annual Report and Financial Statements 2024
Financial StatementsStrategic Report Governance
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
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 | Re- | ||||
| intangibles | measurement | ||||
| and related | to fair value | ||||
| acquisition | of hedging | 2024 | 2024 | ||
| £m 2024 | costs 1 | 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.
Luceco plc
134 Annual Report and Financial Statements 2024
Financial StatementsStrategic Report Governance
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
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 | Re‑ | ||||
| intangibles | measurement | ||||
| and related | to fair value | ||||
| acquisition | of hedging | 2023 | 2023 | ||
| £m 2023 | costs 1 | portfolio 2 | Adjustments | Adjusted | |
Revenue | 209.0 | — | — | — | 209.0 |
Cost of sales | (126.2) | — | (0.5) | (0.5) | (126.7) |
Gross profit | 82.8 | — | (0.5) | (0.5) | 82.3 |
Distribution expenses | (8.6) | — | — | — | (8.6) |
Administrative expenses | (52.0) | 2.3 | — | 2.3 | (49.7) |
Operating profit | 22.2 | 2.3 | (0.5) | 1.8 | 24.0 |
Finance (expense)/income | (3.3) | — | 0.5 | 0.5 | (2.8) |
Net finance (expense)/income | (3.3) | — | 0.5 | 0.5 | (2.8) |
Profit before tax | 18.9 | 2.3 | — | 2.3 | 21.2 |
Taxation | (2.2) | (1.7) | — | (1.7) | (3.9) |
Profit for the year | 16.7 | 0.6 | — | 0.6 | 17.3 |
1. Relating to Kingfisher Lighting, DW Windsor and Sync Energy.
2. Relating to currency hedges/interest swaps.
Luceco plc
135 Annual Report and Financial Statements 2024
Financial StatementsStrategic Report Governance
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
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 2024 | 2023 | |
Adjusted Operating Profit | 29.0 | 24.0 |
Adjusted Depreciation and Amortisation | 7.9 | 7.4 |
Adjusted EBITDA | 36.9 | 31.4 |
Bank EBITDA
£m 2024 | 2023 | |
Adjusted EBITDA | 36.9 | 31.4 |
EBITDA from acquisitions from 1 January to the date of acquisition and share‑based payment expense | 4.8 | 0.8 |
Bank EBITDA | 41.7 | 32.2 |
Adjusted Operating Cash Conversion
£m 2024 | 2023 | |
| Cash from operations (from Consolidated Cash Flow | ||
Statement) | 21.0 | 32.6 |
| Adjustments to cash from operations (from Consolidated Cash | ||
Flow Statement) | 0.7 | — |
Adjusted Operating Cash Flow | 21.7 | 32.6 |
Adjusted Operating Profit | 29.0 | 24.0 |
Adjusted Operating Cash Conversion | 74.8% | 135.8% |
Adjusted Free Cash Flow
£m 2024 | 2023 | |
Adjusted Operating Cash Flow (see table opposite) | 21.7 | 32.6 |
Net cash used in investing activities excluding acquisitions and disposals (from Consolidated Cash Flow Statement) | (7.8) | (8.2) |
Interest paid (from Consolidated Cash Flow Statement) | (4.1) | (2.8) |
Tax paid (from Consolidated Cash Flow Statement) | (6.3) | (3.6) |
Adjusted Free Cash Flow | 3.5 | 18.0 |
Revenue | 242.5 | 209.0 |
Adjusted Free Cash Flow as % revenue | 1.4% | 8.6% |
Adjusted Net Cash Flow as % of revenue
£m 2024 | 2023 | |
Adjusted Free Cash Flow (see above) | 3.5 | 18.0 |
Purchase of own shares | (4.7) | (1.6) |
Dividends | (7.5) | (7.2) |
Adjusted Net Cash Flow | (8.7) | 9.2 |
Revenue | 242.5 | 209.0 |
Adjusted Net Cash Flow as % of revenue | (3.6%) | 4.4% |
Return on Capital Invested
£m 2024 | 2023 | |
Net assets | 95.8 | 93.8 |
Net debt (see note 16) | 75.1 | 22.8 |
Capital Invested | 170.9 | 116.6 |
Average Capital Invested (from last two years) | 143.8 | 116.4 |
Adjusted Operating Profit (from above) | 29.0 | 24.0 |
| Return on Capital Invested (Adjusted Operating Profit/average | ||
Capital Invested) | 20.2% | 20.6% |
Luceco plc
136 Annual Report and Financial Statements 2024
Financial StatementsStrategic Report Governance
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
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 26 of the Chief
Financial Officer’s Review.
Standards and interpretations issued
New currently effective requirements
Effective date | New accounting standards or amendments |
1 January 2024 | Non‑current Liabilities with Covenants – Amendments to |
| IAS 1 | |
| Classification of Liabilities as Current or Non‑current – | |
| Amendments to IAS 1 | |
| Lease Liability in a Sale and Leaseback – Amendments to | |
| IFRS 16 | |
| Supplier Finance Arrangements – Amendments to IAS 7 | |
| and IFRS 7 |
Forthcoming requirements
Effective date | New accounting standards or amendments |
1 January 2025 | Lack of Exchangeability – Amendments to IAS 21 |
1 January 2026 | Classification and Measurement of Financial Instruments |
| – Amendments to IFRS 9 and IFRS 7 | |
| Annual Improvements to IFRS Accounting Standards – | |
| Volume 11 | |
1 January 2027 | IFRS 18 Presentation and Disclosure in Financial |
| Statements | |
| IFRS 19 Subsidiaries without Public Accountability: | |
| Disclosures |
| Amount (as a | |||
| percentage of | Timing of satisfaction of | ||
Segment | Nature of revenue | total revenue) | performance obligations |
| Wiring | Revenue from the supply of | 45% | Largely when delivered to |
| Accessories | goods in the form of Wiring | the customer for domestic | |
| Accessories to trade and | customers. For Free On | ||
| 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 supply of | 32% | Largely when delivered to |
| commercial and domestic | the customer for domestic | ||
| lighting solutions. This includes | customers. For Free On | ||
| revenue from our DW Windsor | Board (“FOB”) transactions, | ||
| LED business. | obligations are when | ||
| legal title passes to the | |||
| customer (when the goods | |||
| are on the ship). | |||
| Portable | Revenue from the supply of | 23% | Largely when delivered to |
| Power | goods in the form of Portable | the customer for domestic | |
| Power to retailers and | customers. For Free On | ||
| wholesalers and EV chargers. | Board (“FOB”) transactions, | ||
| Revenue from the supply of | obligations are when | ||
| Ross‑branded audio‑visual | legal title passes to the | ||
| products and Sync Energy and | customer (when the goods | ||
| BG EV chargers. | are on the ship). |
Luceco plc
137 Annual Report and Financial Statements 2024
Financial StatementsStrategic Report Governance
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
2 Operating segments continued
| Adjusted | Reported | Adjusted | Reported | |||
2024 | Adjustments | 2024 | 2023 | Adjustments | 2023 | |
| Revenue | ||||||
Wiring Accessories | 108.9 | — | 108.9 | 82.6 | — | 82.6 |
LED Lighting | 78.4 | — | 78.4 | 79.0 | — | 79.0 |
Portable Power | 55.2 | — | 55.2 | 47.4 | — | 47.4 |
242.5 | — | 242.5 | 209.0 | — | 209.0 | |
| Operating profit | ||||||
Wiring Accessories | 19.1 | (4.2) | 14.9 | 15.0 | 0.3 | 15.3 |
LED Lighting | 4.1 | (1.4) | 2.7 | 4.7 | (1.5) | 3.2 |
Portable Power | 5.8 | (0.2) | 5.6 | 4.3 | (0.6) | 3.7 |
29.0 | (5.8) | 23.2 | 24.0 | (1.8) | 22.2 |
Luceco plc
138 Annual Report and Financial Statements 2024
Financial StatementsStrategic Report Governance
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
2 Operating segments continued
2024 | 2023 | |||||
| Amortisation | Re- | Amortisation | Re‑ | |||
| of acquired | measurement | of acquired | measurement | |||
| intangibles | to fair value | intangibles | to fair value | |||
| and related | of hedging | and related | of hedging | |||
£m | Total | costs 1 | portfolio 2 | Total | costs 1 | portfolio 2 |
| Cost of sales | ||||||
Wiring Accessories | 0.1 | — | 0.1 | 0.3 | — | 0.3 |
LED Lighting | 0.1 | — | 0.1 | 0.1 | — | 0.1 |
Portable Power | 0.1 | — | 0.1 | 0.1 | — | 0.1 |
Gross profit | 0.3 | — | 0.3 | 0.5 | — | 0.5 |
| Administrative expenses | ||||||
Wiring Accessories | (4.3) | (4.3) | — | — | — | — |
LED Lighting | (1.5) | (1.5) | — | (1.6) | (1.6) | — |
Portable Power | (0.3) | (0.3) | — | (0.7) | (0.7) | — |
Total | (6.1) | (6.1) | — | (2.3) | (2.3) | — |
| Operating profit | ||||||
Wiring Accessories | (4.2) | (4.3) | 0.1 | 0.3 | — | 0.3 |
LED Lighting | (1.4) | (1.5) | 0.1 | (1.5) | (1.6) | 0.1 |
Portable Power | (0.2) | (0.3) | 0.1 | (0.6) | (0.7) | 0.1 |
Operating profit | (5.8) | (6.1) | 0.3 | (1.8) | (2.3) | 0.5 |
Luceco plc
139 Annual Report and Financial Statements 2024
Financial StatementsStrategic Report Governance
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
2 Operating segments continued
£m 2024 | 2023 | |
UK | 184.2 | 173.6 |
Americas | 22.5 | 8.6 |
Europe | 21.5 | 12.9 |
Middle East and Africa | 10.3 | 8.3 |
Asia Pacific | 4.0 | 5.6 |
Total revenue | 242.5 | 209.0 |
£m 2024 | 2023 | |
UK | 86.4 | 57.3 |
China | 14.4 | 15.3 |
Other | 0.5 | 0.3 |
Non-current assets | 101.3 | 72.9 |
£m 2024 | 2023 | |
Research and development costs expensed as incurred | 3.2 | 2.3 |
Depreciation of property, plant and equipment and right‑of‑use assets | 6.5 | 5.9 |
Amortisation of intangible assets | 3.7 | 3.4 |
£m 2024 | 2023 | |
Audit of these financial statements | 0.6 | 0.5 |
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 | 0.1 |
| Audit‑related assurance for covenant certificates and interim | ||
reviews | 0.1 | 0.1 |
Total | 0.8 | 0.7 |
| Number of employees | ||
2024 | 2023 | |
Administration and support | 680 | 566 |
Production | 989 | 1,024 |
1,590 |
Luceco plc |
140 Annual Report and Financial Statements 2024
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Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
£m 2024 | 2023 | |
| Finance expense: | ||
Interest on finance leases | (0.2) | (0.1) |
Interest on bank borrowings | (4.1) | (3.2) |
Net finance expense | (4.3) | (3.3) |
£m 2024 | 2023 | |
| Current tax expense | ||
Current year – UK | 4.8 | 2.9 |
Current year – overseas | 0.2 | — |
Adjustment in respect of prior years | 0.1 | (0.5) |
Current tax expense | 5.1 | 2.4 |
| Deferred tax (credit)/expense | ||
Origination and reversal of temporary differences | (1.1) | 0.9 |
Foreign taxation | 0.3 | — |
Adjustment in respect of prior years | — | (1.3) |
Effect of tax rate change on opening balance | — | 0.2 |
Deferred tax credit | (0.8) | (0.2) |
Total tax expense | 4.3 | 2.2 |
Luceco plc |
141 Annual Report and Financial Statements 2024
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Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
7 Earnings per share
£m | 2024 | 2023 |
Earnings for calculating basic earnings per share | 14.6 | 16.7 |
| Adjusted for (see note 1): | ||
| Amortisation of acquired intangibles and related acquisition | ||
costs | 6.1 | 2.3 |
Remeasurement to fair value of currency hedging portfolio | (0.3) | (0.5) |
Remeasurement to fair value of interest swaps | 0.2 | 0.5 |
Income tax on above items | (1.4) | (0.5) |
Other tax items | — | (1.2) |
| Adjusted earnings for calculating Adjusted Basic Earnings | ||
Per Share | 19.2 | 17. 3 |
Number million 2024 | 2023 | |
| Weighted average number of ordinary shares | ||
Basic | 153.2 | 155.2 |
Dilutive effect of share options on potential ordinary shares | 0.9 | 1.3 |
Diluted | 154.1 | 156.5 |
Pence 2024 | 2023 | |
Basic earnings per share | 9.5 | 10.8 |
Diluted earnings per share | 9.5 | 10.7 |
Adjusted Basic Earnings Per Share | 12.5 | 11.1 |
Adjusted Diluted Earnings Per Share | 12.5 | 11.1 |
£m 2024 | 2023 | |
| Final dividend for the year ended 31 December 2023 of 3.2p | ||
(2022: 3.0p) per ordinary share | 4.9 | 4.7 |
| Interim dividend for the year ended 31 December 2024 of 1.7p | ||
(2023: 1.6p) per ordinary share | 2.6 | 2.5 |
Total dividend recognised during the year | 7.5 | 7.2 |
Luceco plc
142 Annual Report and Financial Statements 2024
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Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
9 Property, plant and equipment
Luceco plc
143 Annual Report and Financial Statements 2024
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Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
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 2023 | 16.2 | 17.4 | 2.3 | 0.2 | 11.0 | 2.3 | 49.4 |
Additions | 0.2 | 2.5 | 0.2 | — | 1.4 | (0.4) | 3.9 |
Disposals | — | (0.4) | — | — | (0.8) | (0.2) | (1.4) |
Effect of movements in foreign exchange | (0.9) | (0.8) | (0.1) | — | (0.6) | — | (2.4) |
Balance at 31 December 2023 | 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 |
Luceco plc
144 Annual Report and Financial Statements 2024
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Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
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 2023 | 5.9 | 11.2 | 2.1 | 0.2 | 8.6 | — | 28.0 |
Depreciation charge for the year | 0.5 | 1.9 | 0.1 | — | 1.4 | — | 3.9 |
Disposals | — | (0.4) | — | — | (0.8) | — | (1.2) |
Effect of movements in foreign exchange | (0.3) | (0.4) | (0.1) | — | (0.4) | — | (1.2) |
Balance at 31 December 2023 | 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 |
| Net book value | |||||||
At 1 January 2023 | 10.3 | 6.2 | 0.2 | — | 2.4 | 2.3 | 21.4 |
At 31 December 2023 | 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 |
Luceco plc
145 Annual Report and Financial Statements 2024
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Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
9 Property, plant and equipment continued
| Land and | Plant and | Motor | ||
| £m | buildings | equipment | vehicles | Total |
| Cost | ||||
Balance at 1 January 2023 | 8.4 | 1.5 | 0.8 | 10.7 |
Additions | 2.7 | 0.4 | 0.4 | 3.5 |
Disposals | (0.1) | (0.9) | (0.1) | (1.1) |
Balance at 31 December 2023 | 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 |
Luceco plc |
146 Annual Report and Financial Statements 2024
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Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
Luceco plc
147 Annual Report and Financial Statements 2024
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Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
10 Intangible assets continued
| Development | Customer | Tradenames | |||||
£m | Goodwill | Patents | costs | relationships | Software | and brands | Total |
| Cost | |||||||
Balance at 1 January 2023 | 26.3 | 0.6 | 8.8 | 8.8 | — | 3.8 | 48.3 |
Other acquisitions – internally developed | — | — | 1.8 | — | — | — | 1.8 |
Disposals | — | — | (1.3) | — | — | — | (1.3) |
Balance at 31 December 2023 | 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 |
| Amortisation | |||||||
Balance at 1 January 2023 | — | 0.5 | 2.8 | 2.7 | — | 0.6 | 6.6 |
Amortisation for the year | — | — | 1.9 | 1.1 | — | 0.4 | 3.4 |
Disposals | — | — | (1.3) | — | — | — | (1.3) |
Balance at 31 December 2023 | — | 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 |
| Net book value | |||||||
At 1 January 2023 | 26.3 | 0.1 | 6.0 | 6.1 | — | 3.2 | 41.7 |
At 31 December 2023 | 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 |
Luceco plc
148 Annual Report and Financial Statements 2024
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Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
10 Intangible assets continued
| Goodwill | ||
£m | 2024 1 | 2023 |
Portable Power | 8.9 | 8.9 |
Wiring Accessories | 8.6 | 4.0 |
LED Lighting | 9.5 | 7.2 |
DW Windsor | 6.2 | 6.2 |
D‑Line | 0.7 | — |
CMD | 6.4 | — |
40.3 | 26.3 |
% | 2024 | 2023 |
Portable Power | 12.5 | 13.0 |
Wiring Accessories | 12.7 | 13.3 |
LED Lighting | 12.5 | 13.1 |
DW Windsor | 12.7 | 13.2 |
Luceco plc
149 Annual Report and Financial Statements 2024
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Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
10 Intangible assets continued
Sensitivity of results to changes in assumptions (excluding DW Windsor)
continued
Luceco plc
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for the year ended 31 December 2024
12 Deferred tax assets and liabilities continued
Assets | Liabilities | Net | ||||
£m | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 |
Property, plant and equipment | — | — | 2.5 | 1.6 | 2.5 | 1.6 |
Intangible assets | — | — | 4.0 | 2.0 | 4.0 | 2.0 |
Losses | (0.8) | (1.1) | — | — | (0.8) | (1.1) |
Share‑based payments | (1.0) | (1.0) | — | — | (1.0) | (1.0) |
Financial assets and liabilities | (0.4) | (0.4) | — | — | (0.4) | (0.4) |
Deferred tax liability/(asset) | (2.2) | (2.5) | 6.5 | 3.6 | 4.3 | 1.1 |
| 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 | ||
| 1 January | Recognised | Recognised | 31 December | ||
| £m | 2023 | in income | in equity 2023 | ||
Property, plant and equipment | 1.6 | — | — | 1.6 | |
Intangible assets | 2.7 | (0.7) | — | 2.0 | |
Losses | (1.0) | (0.1) | — | (1.1) | |
Share‑based payments | (0.8) | — | (0.2) | (1.0) | |
Financial assets and liabilities | (1.0) | 0.6 | — | (0.4) | |
1.5 | (0.2) | (0.2) | 1.1 | ||
Luceco plc
151 Annual Report and Financial Statements 2024
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for the year ended 31 December 2024
13 Inventories
£m | 2024 | 2023 |
Raw materials | 8.2 | 7.0 |
Work in progress | 1.2 | 1.4 |
Finished goods | 44.4 | 32.4 |
53.8 | 40.8 |
In 2024, inventories of £138.0m (2023: £117.3m) were recognised as an expense during the
year and are included in “cost of sales”.
The inventory charge for write‑downs was £0.1m (2023: £0.1m) in the period.
Write‑downs and reversals are included in “cost of sales”. No reversals of stock provision
occurred in the current or prior year.
£m | 2024 | 2023 |
Trade receivables | 76.4 | 53.2 |
Prepayments and other receivables | 3.7 | 2.5 |
80.1 | 55.7 |
Luceco plc
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for the year ended 31 December 2024
14 Trade and other receivables continued
31 December 2024 | 1 January 2024 | |||||
| Loss rate | Gross debtor | Loss amount | Loss rate | Gross debtor | Loss amount | |
| Age overdue (days) | (%) | (£k) | (£k) | (%) | (£k) | (£k) |
Current | 1.05% | 68,705 | 721 | 1.59% | 50,719 | 806 |
0‑30 | 2.45% | 7,109 | 174 | 2.67% | 2,487 | 66 |
30‑60 | 2.27% | 2,193 | 50 | 2.34% | 1,419 | 33 |
60‑90 | 6.95% | 66 | 5 | 2.93% | 327 | 10 |
90‑120 | 6.46% | 753 | 49 | 2.47% | 333 | 8 |
120+ | 38.29% | 346 | 132 | 61.49% | 1,015 | 624 |
Total | 1.43% | 79,172 | 1,131 | 2.75% | 56,300 | 1,547 |
15 Cash and cash equivalents
£m 2024 | 2023 | |
Current cash balances | 4.1 | 4.6 |
£m 2024 | 2023 | |
| Non-current liabilities | ||
Revolving credit facility | 70.5 | 22.3 |
Overdrafts | 1.5 | — |
72.0 | 22.3 |
| Carrying | Carrying | ||||||
| Nominal | Maturity | Face value 1 | amount 1 | Face value 1 | amount 1 | ||
£m | Currency | interest rate | date | 2024 | 2024 | 2023 | 2023 |
Revolving credit facility | GBP | 2.25% + SONIA | Sep 2026 | 70.5 | 70.5 | 22.3 | 22.3 |
Overdrafts | GBP | 2.25% + base rate | Sep 2026 | 1.5 | 1.5 | — | — |
72.0 | 72.0 | 22.3 | 22.3 |
Luceco plc
153 Annual Report and Financial Statements 2024
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Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
16 Interest-bearing loans and borrowings continued
£m | 2024 | 2023 |
| Net debt as at 31 December represented by: | ||
Revolving credit facility | 70.5 | 22.3 |
Overdrafts | 1.5 | — |
Cash and cash equivalents | (4.1) | (4.6) |
Finance leases – pre‑IFRS 16 | 0.7 | 0.7 |
Bank Net Debt | 68.6 | 18.4 |
Finance leases – post‑IFRS 16 | 6.5 | 4.4 |
Net debt | 75.1 | 22.8 |
| 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 |
Luceco plc |
154 Annual Report and Financial Statements 2024
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for the year ended 31 December 2024
| Acquisition | Warranty | |||
| Dilapidations | contingent | product | ||
| £m | provisions | provisions | provisions | Total |
As at 1 January 2024 | 1.5 | — | 0.8 | 2.3 |
Addition/(reduction) | — | — | — | — |
Acquired | 0.9 | 0.8 | — | 1.7 |
As at 31 December 2024 | 2.4 | 0.8 | 0.8 | 4.0 |
Luceco plc
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Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
17 Other financial liabilities and provisions continued
| Future minimum | Present value of minimum | |||||
lease payments | Interest | lease payments | ||||
£m | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 |
Less than one year | 2.9 | 2.0 | (0.1) | — | 2.8 | 2.0 |
Between one and five years | 5.0 | 3.4 | (0.6) | (0.3) | 4.4 | 3.1 |
7.9 | 5.4 | (0.7) | (0.3) | 7.2 | 5.1 | |
£m 2024 | 2023 | |
Interest paid from leases under IFRS 16 | 0.2 | 0.1 |
Interest paid excluding interest from leases under IFRS 16 | 3.9 | 2.7 |
Interest paid per cash flow | 4.1 | 2.8 |
£m 2024 | 2023 | |
| Current liabilities | ||
Trade payables | 27.6 | 20.6 |
Accrued expenses 1 | 22.7 | 19.6 |
Other payables | 8.9 | 7.7 |
Trade and other payables | 59.2 | 47.9 |
Luceco plc
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for the year ended 31 December 2024
Luceco plc
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for the year ended 31 December 2024
20 Financial instruments continued
Accounting policy continued
Luceco plc
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for the year ended 31 December 2024
20 Financial instruments continued
| Carrying amount | ||
£m | 2024 | 2023 |
Trade receivables | 76.4 | 53.2 |
Cash and cash equivalents | 4.1 | 4.6 |
Financial assets measured at fair value through profit or loss | 0.4 | 0.7 |
80.9 | 58.5 |
| Carrying amount | ||
£m | 2024 | 2023 |
Europe | 67.0 | 47.4 |
Rest of World | 9.4 | 5.8 |
76.4 | 53.2 |
Luceco plc
159 Annual Report and Financial Statements 2024
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for the year ended 31 December 2024
20 Financial instruments continued
| Carrying | Within | 1‑2 | 2‑5 | |
| 31 December 2023 (£m) | amount | 1 year | years | years |
| Financial liabilities | ||||
Revolving credit facility | 22.3 | — | — | 22.3 |
Financial liabilities measured at fair value through profit or loss 1 | 1.8 | 1.5 | — | 0.3 |
Finance leases | 5.1 | 2.0 | 1.5 | 1.6 |
Trade payables | 20.6 | 20.6 | — | — |
49.8 | 24.1 | 1.5 | 24.2 |
| 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 |
| Profit or loss | ||
| 100bps | 100bps | |
| £m | increase | decrease |
| 31 December 2024 | ||
Variable rate instruments | (0.2) | 0.2 |
Cash flow sensitivity (net) | (0.2) | 0.2 |
| 31 December 2023 | ||
Variable rate instruments | (0.3) | 0.3 |
Cash flow sensitivity (net) | (0.3) | 0.3 |
Luceco plc
160 Annual Report and Financial Statements 2024
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for the year ended 31 December 2024
20 Financial instruments continued
2024 | 2023 | |||||
£m | RMB | USD | EUR | RMB | USD | EUR |
Trade receivables | — | 24.3 | 2.2 | — | 16.3 | 0.8 |
Bank facilities | 1.4 | 0.3 | — | — | (13.1) | 0.3 |
Trade payables | (5.7) | (1.3) | (0.3) | (5.3) | (0.6) | (0.2) |
Net statement of financial position exposure | (4.3) | 23.3 | 1.9 | (5.3) | 2.6 | 0.9 |
Luceco plc |
161 Annual Report and Financial Statements 2024
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for the year ended 31 December 2024
20 Financial instruments continued
£m | Equity | Profit/(loss) |
| 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 |
| 31 December 2023 | ||
GBP strengthens against the USD by 10% | (0.2) | (0.2) |
GBP strengthens against the EUR by 10% | (0.1) | (0.1) |
GBP strengthens against the RMB by 10% | 0.5 | 0.5 |
£m | 2024 | 2023 |
| Assets carried at amortised cost: | ||
Trade receivables | 76.4 | 53.2 |
Cash and cash equivalents | 4.1 | 4.6 |
| Assets carried at fair value: | ||
Financial assets measured at fair value through profit or loss | 0.4 | 0.7 |
Financial assets measured at fair value through OCI | 1.8 | 2.3 |
Financial assets | 82.7 | 60.8 |
| Liabilities carried at amortised cost: | ||
Revolving credit facility | 70.5 | 22.3 |
Overdrafts | 1.5 | — |
Finance leases | 7.2 | 5.1 |
Trade payables | 27.6 | 20.6 |
| Liabilities carried at fair value: | ||
Financial liabilities measured at fair value through profit or loss | 1.4 | 1.8 |
Financial liabilities | 108.2 | 49.8 |
Luceco plc
162 Annual Report and Financial Statements 2024
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Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
20 Financial instruments continued
Accounting classifications and fair values continued
Fair values versus carrying amounts continued
| Fair value | |||
| £m | hierarchy | 2024 | 2023 |
Financial assets measured at fair value through OCI | Level 1 | 1.8 | 2.3 |
| Currency hedging financial (liabilities) measured | |||
at fair value through profit or loss | Level 2 | (0.9) | (1.2) |
Interest swaps financial assets measured at fair value through profit or loss | Level 2 | (0.1) | 0.1 |
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 | 2024 | 2023 |
Bank EBITDA (see note 1) | 41.7 | 32.2 |
Bank Net Debt (see note 16) | 68.6 | 18.4 |
Bank Net Debt : Bank EBITDA | 1.6 | 0.6 |
Luceco plc
163 Annual Report and Financial Statements 2024
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Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
21 Capital management continued
The Bank EBITDA : Net Finance Expense ratio is calculated as follows:
£m | 2024 | 2023 |
Bank EBITDA (see note 1) | 41.7 | 32.2 |
Adjusted Net Finance Expense (see note 1) | 4.1 | 2.8 |
Bank EBITDA : Adjusted Net Finance Expense | 10.2 | 11.5 |
The Company’s covenants and headroom are summarised as follows:
2024 year‑end covenant | Covenant | 2024 actual | Headroom |
Bank Net Debt : Bank EBITDA | 3.0 : 1 | 1.6 | Bank Net Debt |
| headroom: £58.6m | |||
| Adjusted EBITDA | |||
| headroom: £18.8m | |||
| Bank EBITDA : Adjusted Net | 4.0 : 1 | 10.2 | Adjusted EBITDA |
| Finance Expense | headroom: £25.3m | ||
| Adjusted Net Finance | |||
| Expense headroom: £6.3m |
The key measures which management use to evaluate the Group’s use of its financial
resources and capital management are set out below:
2024 | 2023 | |
Adjusted Earnings Per Share (pence) | 12.5 | 11.1 |
Bank Net Debt : Bank EBITDA (times) | 1.6 | 0.6 |
Adjusted Free Cash Flow (£m) | 3.5 | 18.0 |
Luceco plc
164 Annual Report and Financial Statements 2024
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Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
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 | |||
2024 | 2023 | 2024 | 2023 | |
Outstanding at 1 January | 25,787 | 28,981 | 1,371,272 | 1,055,167 |
Granted during the year | — | — | 628,236 | 450,585 |
Forfeited during the year | — | (1,106) | (48,686) | (36,480) |
Released during the year | (1,474) | (2,088) | (173,332) | (98,000) |
Outstanding at 31 December | 24,313 | 25,787 | 1,777,490 | 1,371,272 |
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 (2023: £0.4m) 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 93:
Executive Directors | Role | Number of shares awarded |
John Hornby | Chief Executive Officer | 459,644 |
Will Hoy | Chief Financial Officer | 392,241 |
Measurement of fair values
The 2024 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 2024 to 31 December 2026. For the TSR condition, this runs for
three years from the three‑month average TSR to 3 April 2024, the date of the grant, to the
three‑month average TSR to 3 April 2027. No consideration was paid for any of the awards.
Luceco plc
165 Annual Report and Financial Statements 2024
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Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
22 Share-based payments continued
Measurement of fair values continued
As the options under the 2024 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 | 2024 | 2023 |
| Three‑day average share price before options were issued | ||
(pence) | 146.00p | 124.80p |
Fair value of share options | 126.37p | 103.78p |
Average expected volatility | 64.00% | 66.00% |
Expected life | 3 years | 3 years |
Risk‑free rate | 4.24% | 3.45% |
The share‑based payments charge of £1.5m (2023: £0.9m) 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:
2024 | 2023 | |
Outstanding at 1 January | 8,214,967 | 8,127, 564 |
Granted during the year | 2,054,496 | 2,556,361 |
Forfeited during the year | (2 ,247,807) | (1,185,521) |
Exercised during the year | (1,200,963) | (1,283,437) |
Lapsed during the year | (40,698) | — |
Outstanding at 31 December | 6,779,995 | 8,214,967 |
As at 31 December 2024, a total of 6,779,995 options were outstanding which had a
weighted average remaining contractual life to vesting of 18 months.
During the year, 187,686 tax‑qualifying share options were granted to employees
(2023: 633,554).
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 2024, the Trust had 8,299,342 shares held at a cost of £11.6m
(31 December 2023: 6,570,939 shares at a cost of £8.6m). These shares are held within the
treasury reserve and are shown in the Consolidated Statement of Changes in Equity.
23 Capital and reserves
| Allotted, called up | Number of shares in issue | |||
| and fully paid | (thousands) | |||
| 2024 | 2023 | 2024 | 2023 | |
| £ | £ | Number | Number | |
At 1 January | 80,400 | 80,400 | 160,800 | 160,800 |
At 31 December | 80,400 | 80,400 | 160.800 | 160,800 |
Luceco plc
166 Annual Report and Financial Statements 2024
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Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
£m | 2024 | 2023 |
Remuneration (including benefits in kind) | 4.7 | 5.1 |
Element of share‑based payments expense | 1.4 | 0.9 |
6.1 | 6.0 |
25 Ultimate Parent Company, controlling party and changes in significant
accounting policies
There is no controlling party.
26 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 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.
Luceco plc
167 Annual Report and Financial Statements 2024
Financial StatementsStrategic Report Governance
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
26 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 |
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.
Luceco plc
168 Annual Report and Financial Statements 2024
Financial StatementsStrategic Report Governance
Company Balance Sheet
at 31 December 2024
£m Note 2024 2023
Non-current assets
Investments 29 6.7 5.2
Debtors 30 63.5 75.7
Net assets 70.2 80.9
Capital and reserves
Called‑up share capital 31 0.1 0.1
Share premium account 24.8 24.8
Treasury reserve (11.6) (8.6)
Profit and loss account 56.9 64.6
Equity 70.2 80.9
The accompanying notes on pages 171 to 175 form an integral part of these financial statements.
The Company reported profit for the year ended 31 December 2024 of £nil (2023: £nil).
These financial statements were approved by the Board of Directors on 25 March 2025 and were signed on its behalf by:
Chief Executive Officer Chief Financial Officer
Company registered number: 05254883
Luceco plc
169 Annual Report and Financial Statements 2024
Financial StatementsStrategic Report Governance
Company Statement of Changes in Equity
for the year ended 31 December 2024
£m
Share
capital
Share
premium
Retained
earnings
Treasury
reserve
Total
equity
Balance at 1 January 2023 0.1 24.8 72.6 (8.7) 88.8
Total comprehensive income
Profit for the year — — — — —
Total comprehensive income for the year — — — — —
Transactions with owners in their capacity as owners:
Dividends — — (7.2) — (7.2)
Purchase of own shares — — — (1.6) (1.6)
Disposal of own shares — — (1.7) 1.7 —
Share‑based payments charge — — 0.9 — 0.9
Total transactions with owners in their capacity as owners — — (8.0) 0.1 (7.9)
Balance at 31 December 2023 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
The accompanying notes on pages 171 to 175 form an integral part of these financial statements.
Luceco plc
170 Annual Report and Financial Statements 2024
Financial StatementsStrategic Report Governance
Notes to the Company Financial Statements
for the year ended 31 December 2024
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.
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.
Luceco plc
171 Annual Report and Financial Statements 2024
Financial StatementsStrategic Report Governance
Notes to the Company Financial Statements continued
for the year ended 31 December 2024
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.
Itrecognises 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.
Allincome 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 2024 2023
Balance at 1 January 5.2 4.3
Share‑based payment charge relating to subsidiaries 1.5 0.9
Balance at 31 December 6.7 5.2
Luceco plc
172 Annual Report and Financial Statements 2024
Financial StatementsStrategic Report Governance
Notes to the Company Financial Statements continued
for the year ended 31 December 2024
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
Luceco plc
173 Annual Report and Financial Statements 2024
Financial StatementsStrategic Report Governance
Notes to the Company Financial Statements continued
for the year ended 31 December 2024
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)
Burlands, Charlwood Road, Ifield,
Crawley, RH11 OJZ, 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 2024. 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 2024 2023
Amounts owed by Group undertakings 63.5 75.7
Amounts owed by the Group’s subsidiaries are repayable at the Company’s demand and attract no interest.
29 Fixed asset investments continued
Luceco plc
174 Annual Report and Financial Statements 2024
Financial StatementsStrategic Report Governance
Notes to the Company Financial Statements continued
for the year ended 31 December 2024
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)
2024
£
2023
£
2024
Number
2023
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.
Luceco plc
175 Annual Report and Financial Statements 2024
Financial StatementsStrategic Report Governance
Glossary
A
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
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: 2018 UK Corporate Governance Code
2024 Code: 2024 UK Corporate Governance
Code
COO: Chief Operating Officer
CPA: Construction Products Association
CPI: Consumer Price Index
CSOP: Company Share Option Plan
D
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
EPD: Environmental Product Declarations
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
IEA: International Energy Agency
IET: Institute of Engineering and
Technology
IFRS: International Financial Reporting
Standards
IP: Intellectual property
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
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
O
OCI: Other Comprehensive Income
OECD: Organisation for Economic
Co‑operation and Development
OEM: Original equipment manufacturer
Luceco plc
176 Annual Report and Financial Statements 2024
Financial StatementsStrategic Report Governance
Glossary continued
P
PCA: Persons closely associated
PCAF: Partnership for Carbon Accounting
Financials
PSP: Performance Share Plan
R
R&D: Research and development
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
Solar PV: Solar photovoltaic; technology
which converts sunlight into electricity
SONIA: Sterling Overnight Index Average
T
tCO
2
e: Tonnes of carbon dioxide equivalent
TCFD: Task Force on Climate‑related
Financial Disclosures
TM65 and TM66 assessment: calculation
ofthe 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
Luceco plc
177 Annual Report and Financial Statements 2024
Financial StatementsStrategic Report Governance
Company Information
Financial calendar
Ex‑dividend date 10 April 2025
Dividend record date 11 April 2025
Dividend reinvestment plan final date for election 30 April 2025
Annual General Meeting 20 May 2025
Dividend paid 22 May 2025
Half‑year end 30 June 2025
Half‑year end trading update 22 July 2025
Half‑year interim management statement 9 September 2025
Q3 trading update 22 October 2025
Year end 31 December 2025
Full‑year results March 2026
Share price history
The following table sets out the reported high, low, average and financial year end
(31December or immediately preceding business day) closing middle market quotations
of Luceco’s ordinary shares on the London Stock Exchange for the period 1 January 2024
to 31 December 2024 .
Share price (pence) High Low Average
Financial
year end
1
2024 192.0 117.9 149.3 128.4
2023 152.8 100.0 122.2 124.0
1. Last trading day at the London Stock Exchange, 31 December 2024.
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
Luceco plc
178 Annual Report and Financial Statements 2024
Financial StatementsStrategic Report Governance
Company Information continued
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.
Luceco plc
179 Annual Report and Financial Statements 2024
Financial StatementsStrategic Report Governance
Advisers and Other Information
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
Financial advisers and brokers
Numis Securities
45 Gresham Street
London EC2V 7BF
Peel Hunt LLP
Moor House
120 London Wall
London EC2Y 5ET
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
MHP Communications
6 Agar Street
London WC2N 4HN
luceco@mhpgroup.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,
itsDirectors, 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 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.
Luceco plc
180 Annual Report and Financial Statements 2024
Financial StatementsStrategic Report Governance
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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 2024
Luceco plc|Annual Report and Financial Statements 2024