Earnings Release • Nov 25, 2025
Earnings Release
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RNS Number : 8168I
Brickability Group PLC
25 November 2025
Brickability Group PLC (AIM: BRCK), a leading distributor and provider of specialist products and services to the UK construction industry, today announces its unaudited interim results for the six months ended 30 September 2025 ("H1 FY26").
H1 FY26 Financial Summary
| H1 FY26 | H1 FY25 | % Change | |
| £m | £m | ||
| Revenue | 347.0 | 330.9 | 4.9% |
| Adjusted results (1) (2) (3) (4) | |||
| Gross profit | 64.4 | 63.0 | 2.2% |
| Gross profit margin | 18.6% | 19.0% | (40 bps) |
| Adjusted EBITDA | 27.2 | 27.4 | (0.7%) |
| Adjusted EBITDA margin | 7.8% | 8.3% | (50 bps) |
| Adjusted profit before tax | 21.0 | 21.4 | (1.9%) |
| Adjusted EPS | 4.79p | 4.90p | (2.2%) |
| Net debt (5) | 66.8 | 56.3 | (18.7%) |
| Interim dividend - declared | 1.12p | 1.12p | - |
| Statutory results (6) | |||
| Profit before tax | 12.2 | 7.0 | 74.3% |
| EPS | 2.62p | 1.33p | 97.0% |
| Adjusted results before SBP (7) (8) (9) (10) | |||
| Adjusted EBITDA before SBP | 28.1 | 27.9 | 0.7% |
| Adjusted EBITDA before SBP margin | 8.1% | 8.4% | (30 bps) |
| Adjusted profit before tax before SBP | 21.8 | 21.9 | (0.5%) |
| Adjusted EPS before SBP | 4.99p | 5.03p | (0.8%) |
In prior periods, share-based payments have been considered an adjusting item for Adjusted EBITDA and Adjusted profit calculations. From FY26, however, share-based payments will be considered part of the Group's ongoing operations and will therefore not be an adjusting item in future periods.
| • | The Group delivered a robust H1 FY26 performance in line with expectations despite persistent headwinds in the wider housebuilding and construction industries |
| • | Revenue increased by 4.9% to £347.0m, reflecting growth in three of the Group's four divisions |
| • | Growth in Adjusted EBITDA before SBP to £28.1m (H1 FY25: £27.9m), stated before a share-based payment expense of £0.9m (H1 FY25: £0.5m) |
| • | Net debt of £66.8m (H1 FY25: £56.3m) includes £7.2m of deferred and contingent consideration acquisition payments |
| • | Continued investment made to build upon delivered IT system upgrades and process efficiencies |
| • | Interim dividend maintained at 1.12p per share |
Current trading and outlook
| • | Group to be renamed to BRCK Group PLC to reflect the breadth of business activities within the Group |
| • | New build housing market remains subdued, as the industry awaits the Government's Budget announcement tomorrow |
| • | Medium-term housing market fundamentals remain strong and there remains a persistent and structural housing deficit |
| • | A healthy order pipeline in the Contracting Division exceeding £150m |
| • | The Board remains confident in achieving market expectations for the full year (11) |
Frank Hanna, Chief Executive Officer of Brickability, said:
"Following strong financial results in FY25, we have continued to demonstrate the Group's resilience by reporting robust results in the first half of the current financial year. We enter the second half with a strong and well-balanced forward order book and a diversified business which is performing well despite challenges in our end markets, notably the low level of private housing starts and the delays in the Building Safety Regulator ("BSR") gateway. Whilst cognisant of any worsening of these external factors, we are pleased to report that the Group is tracking in line with market expectations for the full year."
| (1) | Adjusted EBITDA is earnings before interest, tax, depreciation, amortisation and other items (See Financial Review and note 4). |
| (2) | Adjusted EBITDA margin is Adjusted EBITDA as a percentage of revenue. |
| (3) | Adjusted profit before tax is statutory profit before tax excluding other items. |
| (4) | Adjusted EPS is adjusted profit after tax (statutory profit after tax before other items) divided by the weighted average number of shares in the year. |
| (5) | Bank borrowings, excluding arrangement fees, less cash. |
| (6) | Statutory measures derived from accounting under IFRS. |
| (7) | Adjusted EBITDA before Share-based payment expense ("Adjusted EBITDA before SBP") is earnings before interest, tax, depreciation, amortisation, share-based payment expense and other items (See Financial Review and notes 4 and 5). |
| (8) | Adjusted EBITDA before SBP margin is Adjusted EBITDA before SBP as a percentage of revenue. |
| (9) | Adjusted profit before tax before SBP is statutory profit before tax excluding other items and share-based payment expense. |
| (10) | Adjusted EPS before SBP is adjusted profit after tax before SBP (statutory profit after tax before other items and share-based payment expense) divided by the weighted average number of shares in the year. |
| (11) | Company compiled consensus market expectations for FY26 at the date of this announcement of revenue of £650m and adjusted EBITDA before SBP of £52.25m. |
| Enquiries: | |
| Brickability Group PLC Frank Hanna, Chief Executive Officer Mike Gant, Chief Financial Officer |
via Burson Buchanan |
| Cavendish (Nominated Adviser and Broker) Ben Jeynes, George Lawson, Elysia Bough (Corporate Finance) Michael Johnson, Sunila De Silva (Sales/ECM) |
+44 (0) 207 200 0500 |
| Burson Buchanan (Financial PR) Mark Court Stephanie Whitmore Abby Gilchrist |
+44 (0) 207 466 5000 [email protected] |
About Brickability
Brickability Group PLC is a leading distributor and provider of specialist products and services to the UK construction industry. The business comprises four divisions: Bricks and Building Materials, Importing, Distribution and Contracting. With an agile, de-centralised, capital-light business model, supported by a strong balance sheet, Brickability leverages the skills of its people company-wide to effectively service the complex and evolving needs of the construction industry.
Founded in 1985, the Group has grown organically through product diversification and geographic expansion, as well as through the acquisition of specialist businesses that support its long-term strategy for growth. Today, the Group encompasses a diverse portfolio of market-leading brands and a dedicated team of over 800 skilled and experienced personnel, led by a management team with deep-rooted knowledge and experience in the UK and European construction industries.
The Group is committed to building better communities throughout the supply chain and supporting the delivery of sustainable developments that enhance the built environment for future generations, while delivering continuous value for shareholders.
Chief Executive Officer's Review
Overview
We are pleased to report another set of robust financial results for the half year ended 30 September 2025, a notable achievement given the persistent headwinds in the housebuilding and construction industries. Following a strong FY25, we have continued to demonstrate our ability to perform well in prevailing market conditions which reflects the differentiation of our business. We are highly specialised, diversified and capital light, characteristics that underpin margin and cash generation thereby giving the business inherent resilience.
The Group has a pivotal role in the industries we serve. Situated between building product manufacturers and housebuilding and construction customers, we provide sourcing, procurement and advisory expertise in a marketplace with increasingly complex and demanding regulatory, planning and sustainability requirements. We provide similar differentiated expertise in our specialist contracting division.
Group revenue for the first half of the year of £347.0 million (H1 FY25: £330.9 million) was up 4.9%, reflecting a slowly improving UK and Imported brick market, along with continued growth in the Distribution division. Gross profit of £64.4 million (H1 FY25: £63.0 million) was up 2.2% over the period. Gross Profit margin at 18.6% (H1 FY25: 19.0%) has decreased by 40 basis points, reflecting the half year business mix. Group Adjusted EBITDA before SBP margin has fallen by 30 basis points to 8.1%, reflecting both the increased contribution from the brick divisions, as well as Building Safety Regulator ("BSR") delays in the Contracting division. The Contracting division, which is expected to contribute a greater proportion of divisional profit in the second half, benefits from a multi-year forward order book underpinned by regulatory requirements in the fire remediation sector.
An important part of Brickability's differentiation comes from the customer focus, commitment and entrepreneurial nature of our staff and I would like to thank them all for their hard work.
During the first half we have made continued progress with initiatives to improve systems and processes in areas such as governance, ISO standards, health and safety and in the development of a unified culture. As CEO, I believe that these workstreams will come together to build an ever more professional platform capable of supporting long-term organic and inorganic growth. Acquisitions remain an important part of the Group's growth strategy and we continue to screen the sector and evaluate potential acquisition opportunities. That said, we will in the near term remain disciplined in our approach to capital allocation and are cognisant of the current phase of the broader construction cycle and so have not been minded to advance acquisition discussions during the course of the year to date.
As part of the initiatives to develop the business, the Board has decided to re-name the Group with an evolutionary change from Brickability Group PLC to BRCK Group PLC. The rationale for this change is to strengthen our positioning with stakeholders, and provide greater clarity, as Brickability Group no longer reflects the breadth of business activities within the Group. Simultaneously, the evolutionary nature of the change retains a strong link to the Company's roots, brands, and premium reputation.
BRCK Group PLC will represent the holding company for the Group's portfolio of strong operating brands. Each brand will continue to trade under its existing name, maintaining market presence and reputation. The Group name provides a unifying identity - built around shared values, governance, and long-term growth.
It is expected that the change of name will become effective in January 2026 following application for, and issuance of, a Certificate of Incorporation on Change of Name by Companies House. A further announcement will be made in due course, though the Group's ticker symbol will remain BRCK.
Divisional performance
Bricks and Building Materials Division: 66% of Group External Revenue (H1 FY25: 66%)
This division incorporates the distribution of superior quality building materials to all sectors of the construction industry including national house builders, developers, contractors, general builders and retail to members of the public. External revenue of £230.4 million for the first half was up 5.9% on the prior period (H1 FY25: £217.5 million), with Adjusted EBITDA up 7.1% at £12.0 million (H1 FY25: £11.2 million).
The brick market recovery seen in the second half of FY25 has continued albeit at a slower pace, with total market volumes increasing by 6.9% over the period. Year on year divisional brick volume grew by 5.9%, trailing slightly behind the market, driven in part by lower activity levels across our customer base. Average selling prices were 2.2% lower as a result of customer demand for lower cost materials and competitive tension in the market. Timber revenues grew by 10.4% over the period, with 2.8% volume growth driven by higher despatches of imported construction timber from our UK stocking sites. Cladding sales declined year on year in Taylor Maxwell and SBS by 17.4% because of ongoing project delays related to the backlog of BSR approvals.
Progress continues with the division's technology-driven transformation. The core solution design phase was completed in the first half, with development, testing and training in H2. Phased deployment will begin in early FY27.
Importing Division: 8% of Group External Revenue (H1 FY25: 8%)
This division is primarily responsible for strategic importing of specialist building products, the majority of which are on an exclusive basis to the UK market, to complement traditional and contemporary architecture and satisfy planning requirements. External revenue of £28.6 million for the first half was up 6.3% on the prior period (H1 FY25: £26.9 million) and Adjusted EBITDA was up 14.3% at £3.2 million (H1 FY25: £2.8 million).
Imported brick volumes increased by 15.6% over the period against imported market volume growth of 8.4%. This was in part offset with average selling prices being 3.9% lower than the same period last year, reflecting the competitive trading conditions seen in the wider brick market. The recovery in the imported brick market continues to highlight the strategic importance of imported bricks to meet a demand for brick types generally unavailable from UK sources.
Imported roof tile revenues grew c22% in the period reflecting the wider merchant distribution of our product range.
Distribution Division: 11% of Group External Revenue (H1 FY25: 10%)
This division focuses on the sale and distribution of a wide range of products, including renewable technology, solar PV, doors, radiators and associated parts and accessories. It is experiencing particular growth in sustainable-technology product lines, which we expect to be a material growth lever for the division. External revenue of £37.1 million for the first half was up 12.1% on the prior period (H1 FY25: £33.1 million) and Adjusted EBITDA at £4.2 million was unchanged (H1 FY25: £4.2 million).
Revenue growth in the division was primarily from the continued growth of the solar business, Upowa, along with a strong growth from Towelrads, due to growth in sales of larger radiators which have more surface area to meet the energy needs of customers. The revenue for the other businesses in the division overall saw a decline compared to the prior period, reflecting the challenging market dynamics.
The Adjusted EBITDA margin for the division decreased 120 basis points to 11.3% from 12.5% in the prior period, partly due to higher operational costs in Upowa as it continues to invest in growth.
Contracting Division: 15% of Group External Revenue (H1 FY25: 16%)
This division provides cladding, fire remediation, flooring and roofing installation services within the residential construction sector and commercial sector. External revenue of £50.9 million was down 4.9% on the prior period (H1 FY25: £53.5 million) and Adjusted EBITDA at £11.9 million was down 9.8% (H1 FY25: £13.2 million). This performance reflects the continuing delays of the BSR, which have affected the phasing of some fire remediation projects within the division.
The roofing businesses have delivered revenue growth on the prior year, driven primarily through geographical expansion, albeit at a softer gross margin level which is a reflection of the capacity in the sector. The Adjusted EBITDA margin for the division decreased by 120 basis points in the period to 23.4% from 24.6% in the prior period.
Directorate Change
The Group announces that David Simpson, Non-Executive Director, will step down from the Board on 31 December 2025 after more than six years of service. David joined the Group at the time of its IPO on AIM, and we would like to express our sincere gratitude for his valuable contribution to the Board and to the development of the Company. We wish him all the best for the future. Katie Long, who joined the Board in May 2025, will succeed David as Chair of the Audit & Risk committee.
Dividends
Whilst the Group continues to benefit from strong cash generation, the Board believes that it is in the best interests of shareholders to align dividend payments more closely with the prioritisation of debt reduction as part of the Company's capital allocation policy. The Board has therefore declared a maintained interim dividend of 1.12 pence per share (H1 FY25: 1.12 pence) to shareholders on the register as at 23 January 2026. The ex-dividend date and payment date for the dividend will be 22 January 2026 and 19 February 2026 respectively.
Outlook
We enter the second half with a strong and well-balanced forward order book, and a diversified business which is performing well despite the challenges in our end markets. We are continuing to focus on greater inter-company collaboration, for example between our supply and contracting businesses, with the objective of enhancing Group revenue and profitability. We are pleased to report that the Group is tracking in line with market expectations for the current year.
As we look ahead, there are two factors out of our control which have the potential to influence the Group's near-term performance: the ongoing and widely documented challenges in the private housebuilding market and the delays in the BSR gateway. Despite these external factors, we are looking ahead with confidence. The revenue delayed by the BSR is primed to deliver value as soon as the BSR backlog has been cleared and we believe that the underlying structural demand across our end markets, both cyclical and non-cyclical, remain significant long-term value drivers for the Group.
Frank Hanna
Chief Executive Officer
25 November 2025
Financial Review
Revenue
The Group delivered revenue of £347.0 million in the first six months of FY26 (H1 FY25: £330.9 million, an increase of 4.9% or £16.1 million.
Revenue by division is analysed as follows:
| H1 FY26 £'000 |
H1 FY25 £'000 |
% Change | |
| Bricks and Building Materials | 233,774 | 219,936 | 6.3 |
| Importing | 40,132 | 35,560 | 12.9 |
| Distribution | 37,422 | 33,717 | 11.0 |
| Contracting | 50,912 | 53,470 | (4.8) |
| Group eliminations | (15,236) | (11,754) | 29.6 |
| Total | 347,004 | 330,929 | 4.9 |
Gross Profit
Gross profit for the first six months of FY26 increased to £64.4 million (H1 FY25: £63.0 million). Gross profit margin has decreased by 40 basis points to 18.6% (H1 FY25: 19.0%) driven by change in product mix within the Bricks and Building Materials and Importing divisions.
Group Adjusted EBITDA before Share-based Payment Expense
Group Adjusted EBITDA before SBP for the first six months of FY26 increased by 0.7% to £28.1 million (H1 FY25: £27.9 million). Group Adjusted EBITDA before SBP as a percentage of revenue has decreased to 8.1% (H1 FY25: 8.4%), following an increase in the proportion of EBITDA generated by the brick divisions alongside BSR impacts in the Contracting division.
Adjusted EBITDA by division is analysed as follows:
| H1 FY26 £'000 |
H1 FY26 EBITDA as % Revenue | H1 FY25 £'000 |
H1 FY25 EBITDA as % Revenue | |
| Bricks and Building Materials | 11,997 | 5.1 | 11,228 | 5.1 |
| Importing | 3,184 | 7.9 | 2,784 | 7.8 |
| Distribution | 4,220 | 11.3 | 4,198 | 12.5 |
| Contracting | 11,936 | 23.4 | 13,178 | 24.6 |
| Central | (3,253) | - | (3,473) | - |
| Total | 28,084 | 8.1 | 27,915 | 8.4 |
From FY26, share-based payments will be considered part of the Group's ongoing operations and will therefore not be an adjusting item for the Group's Adjusted EBITDA or Adjusted profit calculations in future periods. However, divisional trading performance will continue to be assessed without allocation of the share-based payment expense.
Statutory and Adjusted Profit
Statutory profit before tax of £12.2 million (H1 FY25: £7.0 million) includes other items of £8.8 million (H1 FY25: £14.4 million), which are not considered to be part of the Group's underlying trading operations. These are analysed as follows:
| H1 FY26 £'000 |
H1 FY25 £'000 |
|
| Statutory profit before tax | 12,152 | 6,951 |
| Business change project costs | 628 | 103 |
| Earn-out consideration classified as remuneration under IFRS 3 | 187 | 310 |
| Amortisation of acquired intangible assets | 6,598 | 6,720 |
| Impairment of loan to joint venture | - | 5,318 |
| Unwinding of discount on contingent consideration | 1,319 | 1,861 |
| Share of post-tax profit of equity accounted associates | - | (15) |
| Fair value losses on contingent consideration | 75 | 130 |
| Total other items before tax | 8,807 | 14,427 |
| Adjusted profit before tax | 20,959 | 21,378 |
| Depreciation and amortisation | 3,438 | 3,216 |
| Finance income | (10) | (249) |
| Finance expense | 2,826 | 3,034 |
| Adjusted EBITDA | 27,213 | 27,379 |
| Share-based payment expense | 871 | 536 |
| Adjusted EBITDA before SBP | 28,084 | 27,915 |
The Group has previously included its share-based payment expense within other items as, due to changes in market conditions after the grant date not being reflected in the share-based payment expense recognised, the charge was not considered to be directly linked to the Group's trading operations in the period.
As a greater proportion of options held by employees are now subject to service conditions only and the Group has established an Employee Benefit Trust (EBT), to satisfy future exercises of vested options and awards granted pursuant to the Company's share incentive schemes, the share-based payment expense is now considered to primarily reflect a remuneration cost. Accordingly, it is no longer presented as an 'other item', with the expense now included within adjusted profit.
For comparison purposes to prior periods, the Group has also reported an Adjusted EBITDA before SBP figure within these Condensed Interim Financial Statements. Adjusted EBITDA before SBP is defined as earnings before interest, tax, depreciation, amortisation, share-based payment expense and other items. It is therefore directly comparable with Adjusted EBITDA reported in prior periods.
Earnings per share
Basic EPS was 2.62 pence per share (H1 FY25: 1.33 pence), while adjusted basic EPS was 4.79 pence per share (H1 FY25: 4.90 pence). Adjusted EPS is an underlying EPS, based on the adjusted profit as noted above.
The Adjusted EPS for comparative periods has been re-stated to reflect the update to the presentation of the share-based payment expense noted above.
Dividends
Whilst the Group continues to benefit from strong cash generation, the Board believes that it is in the best interests of shareholders to align dividend payments more closely with the prioritisation of debt reduction as part of the Company's capital allocation policy. The Board has therefore declared a maintained interim dividend of 1.12 pence per share (H1 FY25: 1.12 pence) to shareholders on the register as at 23 January 2026. The ex-dividend date and payment date for the dividend will be 22 January 2026 and 19 February 2026 respectively.
Cash flow and net debt
In the first six months of FY26, the Group generated operating cash flows before movements in working capital of £27.3 million (H1 FY25: £26.3 million). The increase of £1.0 million is predominately driven by increases in Group revenue and profit as noted above. Cash generated from operations decreased to £13.8 million (H1 FY25: £19.3 million). The working capital outflow of £13.5 million (H1 FY25: £7.1 million) has increased largely due to the mix of contracts in progress at the reporting date and the timing of contract work being invoiced. A greater value of work was completed and invoiced towards the end of H1 FY26 compared with the equivalent prior period, increasing trade receivables at the reporting date, with related receipts being received after the period end.
The working capital outflow at H1 FY26 is consistent with the Group's typical mid-year working capital cycle, with the Group historically experiencing a higher cash outflow within the first six months of the financial year compared to the second six months.
At 30 September 2025, the net debt position was £66.8 million compared to £56.3 million at 30 September 2024, and has increased from £56.6 million at 31 March 2025. The main components of the movement in net debt for the first six months of FY26 are: movements in working capital of £13.5 million (H1 FY25: £7.1 million), corporation tax paid of £5.5 million (H1 FY25: £5.5 million), property, plant and equipment sale proceeds of £2.3 million (H1 FY25: £2.9 million), interest paid of £3.9 million (H1 FY25: £3.5 million), payment of deferred consideration, in relation to previous acquisitions, of £6.1 million (H1 FY25: £3.1 million) and dividends paid of £7.7 million (H1 FY25: £7.3 million). The Group is expected to remain cash generative into the future.
Bank facilities
The Group refinanced in October 2023 to a £100.0 million RCF on a club basis with HSBC and Barclays for an initial term of three years, with an option to extend for another year and then another option to extend for a further year. The level of the facility reduces over the term of the facility to £80.0 million. At 30 September 2025, the RCF facility had reduced to £90.5 million and the Group had utilised £69.0 million of the facility.
At the time of announcing these interim results, discussions in relation to a new credit facility are well advanced and are expected to be completed over the coming weeks.
Mike Gant
Chief Financial Officer
25 November 2025
Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income
| Notes | 6 months ended 30 Sept 2025 £'000 |
6 months ended 30 Sept 2024 £'000 |
Year ended 31 March 2025 (Audited) £'000 |
|||
| Revenue Cost of sales |
347,004 (282,621) |
330,929 (267,968) |
637,056 (515,370) |
|||
| Gross profit | 64,383 | 62,961 | 121,686 | |||
| Other operating income | 201 | 203 | 267 | |||
| Administrative expenses | (47,676) | (45,576) | (92,207) | |||
| Comprising: | ||||||
| Depreciation and amortisation | (10,036) | (9,936) | (20,180) | |||
| Other administrative expenses | (37,640) | (35,640) | (72,027) | |||
| Impairment losses on financial assets | (546) | (5,876) | (7,547) | |||
| Finance income | 10 | 249 | 348 | |||
| Finance expense | (4,145) | (4,895) | (9,637) | |||
| Share of post-tax profit of equity accounted associates | - | 15 | (7) | |||
| Fair value losses | (75) | (130) | (1,194) | |||
| Profit before tax | 12,152 | 6,951 | 11,709 | |||
| Tax expense | (3,735) | (2,697) | (5,195) | |||
| Profit for the period and total comprehensive income | 8,417 | 4,254 | 6,514 | |||
| Attributable to: | ||||||
| Equity holders of the parent | 8,417 | 4,262 | 6,533 | |||
| Non-controlling interests | - | (8) | (19) | |||
| 8,417 | 4,254 | 6,514 | ||||
| Earnings per share | ||||||
| Basic earnings per share | 7 | 2.62 p | 1.33 p | 2.04 p | ||
| Diluted earnings per share | 7 | 2.57 p | 1.31 p | 2.00 p | ||
| Adjusted basic earnings per share | 7 | 4.79 p | 4.90 p | 8.25 p | ||
| Adjusted diluted earnings per share | 7 | 4.71 p | 4.81 p | 8.12 p | ||
Adjusted profit
| 6 months ended 30 Sept 2025 £'000 |
6 months ended 30 Sept 2024 £'000 |
Year ended 31 March 2025 (Audited) £'000 |
||
| Profit for the period | 8,417 | 4,254 | 6,514 | |
| Business change project costs | 628 | 103 | 538 | |
| Earn-out consideration classified as remuneration under IFRS 3 | 187 | 310 | 435 | |
| Amortisation and impairment of acquired intangible assets | 6,598 | 6,720 | 13,440 | |
| Impairment of loan to joint venture | - | 5,318 | 5,318 | |
| Impairment of investment in associate | - | - | 137 | |
| Unwinding of discount on contingent consideration | 1,319 | 1,861 | 3,681 | |
| Share of post-tax profit of equity accounted associates | - | (15) | 7 | |
| Fair value losses on contingent consideration | 75 | 130 | 1,194 | |
| Tax on adjusting items | (1,806) | (3,010) | (4,824) | |
| Adjusted profit for the period | 15,418 | 15,671 | 26,440 | |
| Depreciation and amortisation | 3,438 | 3,216 | 6,740 | |
| Finance income | (10) | (249) | (348) | |
| Finance expense | 2,826 | 3,034 | 5,956 | |
| Tax expense | 5,541 | 5,707 | 10,019 | |
| Adjusted EBITDA | 27,213 | 27,379 | 48,807 | |
| Share-based payment expense (including employer NI) | 871 | 536 | 1,341 | |
| Adjusted EBITDA before SBP | 28,084 | 27,915 | 50,148 |
Condensed Consolidated Balance Sheet
| Six months ended 30 September 2025 (unaudited) Notes |
6 months ended 30 Sept 2025 £'000 |
6 months ended 30 Sept 2024 £'000 |
Year ended 31 March 2025 (Audited) £'000 |
|
| Non-current assets | ||||
| Property, plant and equipment | 26,284 | 23,914 | 26,575 | |
| Right of use assets | 20,541 | 19,898 | 21,528 | |
| Intangible assets | 205,806 | 219,482 | 212,607 | |
| Investments in equity accounted associates | - | 319 | - | |
| Trade and other receivables | 2,609 | 1,638 | 1,995 | |
| Total non-current assets | 255,240 | 265,251 | 262,705 | |
| Current assets | ||||
| Inventories | 38,700 | 31,628 | 36,251 | |
| Trade and other receivables | 119,456 | 120,061 | 118,788 | |
| Contract assets | 8,302 | 8,971 | 6,282 | |
| Employee benefits | - | 390 | - | |
| Current tax assets | 2,488 | 2,996 | 2,594 | |
| Cash and cash equivalents | 19,991 | 15,949 | 23,106 | |
| 188,937 | 179,995 | 187,021 | ||
| Assets classified as held for sale | 11 | - | 2,639 | 2,336 |
| Total current assets | 188,937 | 182,634 | 189,357 | |
| Total assets | 444,177 | 447,885 | 452,062 | |
| Current liabilities | ||||
| Trade and other payables | (118,949) | (125,097) | (126,599) | |
| Loans and borrowings | 10 | (17,787) | (12,702) | (18,732) |
| Lease liabilities | (3,819) | (3,897) | (4,110) | |
| Total current liabilities | (140,555) | (141,696) | (149,441) | |
| Non-current liabilities | ||||
| Trade and other payables | (8,137) | (18,817) | (13,914) | |
| Loans and borrowings | 10 | (68,761) | (59,028) | (60,644) |
| Lease liabilities | (15,000) | (13,692) | (15,414) | |
| Provisions | (1,958) | (2,158) | (2,192) | |
| Deferred tax liabilities | (19,810) | (23,071) | (21,721) | |
| Total non-current liabilities | (113,666) | (116,766) | (113,885) | |
| Total liabilities | (254,221) | (258,462) | (263,326) | |
| Net assets | 189,956 | 189,423 | 188,736 |
| Equity | |||
| Called up share capital | 3,221 | 3,206 | 3,217 |
| Share premium account | 102,973 | 102,965 | 102,969 |
| Capital redemption reserve | 2 | 2 | 2 |
| Share-based payment reserve | 6,861 | 5,396 | 6,079 |
| Own share reserve | (326) | - | (50) |
| Merger reserve | 20,548 | 20,548 | 20,548 |
| Retained earnings | 56,677 | 57,448 | 55,971 |
| Equity attributable to equity holders of the parent | 189,956 | 189,565 | 188,736 |
| Non-controlling interests | - | (142) | - |
| Total equity | 189,956 | 189,423 | 188,736 |
Condensed Consolidated Statement of Changes in Equity
For the six months ended 30 September 2025 (unaudited)
| Share capital | Share premium account | Capital redemption | Share-based payments | Own share reserve | Merger reserve | Retained Earnings |
Total attributable to equity holders of the parent | Non-controlling interest | Total | ||
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
| At 1 April 2024 | 3,195 | 102,908 | 2 | 4,864 | - | 20,548 | 60,495 | 192,012 | (134) | 191,878 | |
| Profit or (loss) for the six months to 30 September 2024 | - | - | - | - | - | - | 4,262 | 4,262 | (8) | 4,254 | |
| Total comprehensive income/(loss) for the period | - | - | - | - | - | - | 4,262 | 4,262 | (8) | 4,254 | |
| Dividends paid | - | - | - | - | - | - | (7,309) | (7,309) | - | (7,309) | |
| Issue of shares on exercise of share options | 11 | 57 | - | - | - | - | - | 68 | - | 68 | |
| Equity settled share-based payments | - | - | - | 443 | - | - | - | 443 | - | 443 | |
| Deferred tax on share-based payment transactions | - | - | - | 41 | - | - | - | 41 | - | 41 | |
| Current tax on share-based payment transactions | - | - | - | 48 | - | - | - | 48 | - | 48 | |
| Total contributions by and distributions to owners | 11 | 57 | - | 532 | - | - | (7,309) | (6,709) | - | (6,709) | |
| At 30 September 2024 | 3,206 | 102,965 | 2 | 5,396 | - | 20,548 | 57,448 | 189,565 | (142) | 189,423 | |
| Profit or (loss) for the six months to 31 March 2025 | - | - | - | - | 2,271 | 2,271 | (11) | 2,260 | |||
| Total comprehensive income/(loss) for the period | - | - | - | - | - | - | 2,271 | 2,271 | (11) | 2,260 | |
| Dividends paid | - | - | - | - | - | - | (3,595) | (3,595) | - | (3,595) | |
| Own shares acquired in the period | - | - | - | - | (50) | - | - | (50) | - | (50) | |
| Issue of shares on exercise of share options | 11 | 4 | - | - | - | - | - | 15 | - | 15 | |
| Equity settled share-based payments | - | - | - | 780 | - | - | - | 780 | - | 780 | |
| Deferred tax on share-based payment transactions | - | - | - | (117) | - | - | - | (117) | - | (117) | |
| Current tax on share-based payment transactions | - | - | - | 20 | - | - | - | 20 | - | 20 | |
| Increase in ownership of non-controlling interest | - | - | - | - | - | - | (153) | (153) | 153 | - | |
| Total contributions by and distributions to owners | 11 | 4 | - | 683 | (50) | - | (3,748) | (3,100) | 153 | (2,947) | |
| At 31 March 2025 | 3,217 | 102,969 | 2 | 6,079 | (50) | 20,548 | 55,971 | 188,736 | - | 188,736 |
| At 1 April 2025 | 3,217 | 102,969 | 2 | 6,079 | (50) | 20,548 | 55,971 | 188,736 | - | 188,736 | |
| Profit for the six months to 30 September 2025 | - | - | - | - | - | - | 8,417 | 8,417 | - | 8,417 | |
| Total comprehensive income for the period | - | - | - | - | - | - | 8,417 | 8,417 | - | 8,417 | |
| Dividends paid | - | - | - | - | - | - | (7,687) | (7,687) | - | (7,687) | |
| Own shares acquired in the period | - | - | - | - | (300) | - | - | (300) | - | (300) | |
| Issue of shares held by EBT to employees | - | - | - | - | 24 | - | (24) | - | - | - | |
| Issue of shares on exercise of share options | 4 | 4 | - | - | - | - | - | 8 | - | 8 | |
| Equity settled share-based payments | - | - | - | 729 | - | - | - | 729 | - | 729 | |
| Deferred tax on share-based payment transactions | - | - | - | 43 | - | - | - | 43 | - | 43 | |
| Current tax on share-based payment transactions | - | - | - | 10 | - | - | - | 10 | - | 10 | |
| Total contributions by and distributions to owners | 4 | 4 | - | 782 | (276) | - | (7,711) | (7,197) | - | (7,197) | |
| At 30 September 2025 | 3,221 | 102,973 | 2 | 6,861 | (326) | 20,548 | 56,677 | 189,956 | - | 189,956 |
Condensed Consolidated Statement of Cash Flows
For the six months ended 30 September 2025 (unaudited)
| 6 months ended 30 Sept 2025 £'000 |
6 months ended 30 Sept 2024 £'000 |
Year ended 31 March 2025 (Audited) £'000 |
||
| Operating activities | ||||
| Profit for the period | 8,417 | 4,254 | 6,514 | |
| Adjustments for: | ||||
| Depreciation of property, plant and equipment | 851 | 788 | 1,745 | |
| Depreciation of right of use assets | 2,384 | 2,226 | 4,565 | |
| Amortisation of intangible assets | 6,801 | 6,922 | 13,870 | |
| Impairment of property, plant and equipment | - | - | 433 | |
| Loss/(gain) on disposal of property, plant & equipment and right of use assets | 35 | (273) | (220) | |
| Foreign exchange losses/(gains) | 277 | (73) | (164) | |
| Share-based payments expense | 830 | 450 | 1,193 | |
| Other operating income | - | - | 79 | |
| Share of post-tax (profit)/loss in equity accounted associates | - | (15) | 7 | |
| Impairment of investment in associates | - | - | 137 | |
| Impairment of loan to joint venture | - | 5,318 | 5,318 | |
| Fair value changes in contingent consideration | 75 | 130 | 1,194 | |
| Movements in provisions | (276) | (746) | (712) | |
| Finance income | (10) | (249) | (348) | |
| Finance expense | 4,145 | 4,895 | 9,637 | |
| Tax expense | 3,735 | 2,697 | 5,195 | |
| Pension charge in excess of contributions paid | - | - | 149 | |
| Operating cash flows before movements in working capital | 27,264 | 26,324 | 48,592 | |
| Changes in working capital: | ||||
| Increase in inventories | (2,449) | (1,786) | (6,410) | |
| Increase in trade and other receivables | (3,286) | (9,380) | (5,679) | |
| (Decrease)/increase in trade and other payables | (7,742) | 4,099 | 4,801 | |
| Decrease in employee benefits | - | - | 241 | |
| Cash generated from operations | 13,787 | 19,257 | 41,545 | |
| Interest received | 10 | 178 | 277 | |
| Tax paid | (5,487) | (5,473) | (9,095) | |
| Net cash generated from operating activities | 8,310 | 13,962 | 32,727 |
| Investing activities | |||||
| Purchase of property, plant and equipment | (679) | (532) | (4,266) | ||
| Proceeds from sale of property, plant and equipment | 2,266 | 2,880 | 3,071 | ||
| Purchase of right of use assets | (3) | (23) | (23) | ||
| Proceeds from sale of right of use assets | - | 34 | 34 | ||
| Purchase of intangible assets | - | - | (72) | ||
| Loan to joint venture | - | (191) | (191) | ||
| Proceeds from sale of associate | 146 | - | - | ||
| Dividends received from associates | - | 30 | 45 | ||
| Net cash generated from/(used in) investing activities | 1,730 | 2,198 | (1,402) | ||
| Financing activities | |||||
| Equity dividends paid | (7,687) | (7,309) | (10,904) | ||
| Proceeds from issue of ordinary shares net of share issue costs | 8 | 68 | 83 | ||
| Own shares acquired | (300) | - | (50) | ||
| Proceeds from bank borrowings | 109,000 | 103,000 | 207,500 | ||
| Repayment of bank borrowings | (101,000) | (107,000) | (210,000) | ||
| Payment of lease liabilities | (2,131) | (2,051) | (4,216) | ||
| Payment of deferred and contingent consideration | (6,066) | (3,080) | (9,304) | ||
| Interest paid | (3,922) | (3,526) | (7,168) | ||
| Net cash used in financing activities | (12,098) | (19,898) | (34,059) | ||
| Net decrease in cash and cash equivalents | (2,058) | (3,738) | (2,734) | ||
| Cash and cash equivalents at beginning of period | 4,374 | 6,961 | 6,961 | ||
| Effect of changes in foreign exchange rates | (112) | 24 | 147 | ||
| Cash and cash equivalents at end of period | 2,204 | 3,247 | 4,374 | ||
Notes to the Condensed Consolidated Interim Financial Statements
For the six months ended 30 September 2025 (unaudited)
5. Segmental analysis
§ Bricks and Building Materials - incorporates the sale of superior quality building materials to all sectors of the construction industry including national house builders, developers, contractors, general builders and retail to members of the public;
§ Importing - primarily responsible for strategic importing of building products, the majority of which are on an exclusive basis to the UK market, to complement traditional and contemporary architecture and satisfy planning requirements;
§ Distribution - focuses on the sale and distribution of a wide range of products, including renewable technology, solar PV, doors, radiators and associated parts and accessories; and
§ Contracting - provides cladding, fire remediation, flooring and roofing installation services within the residential construction sector and commercial sector.
| 6 months ended 30 September 2025 | |||||||
| Bricks and Building Materials £'000 |
Importing £'000 |
Distribution £'000 |
Contracting £'000 |
Unallocated and group eliminations £'000 |
Consolidated £'000 |
||
| Revenue from sale of goods | 230,386 | 23,727 | 26,767 | - | - | 280,880 | |
| Revenue from rendering of services | - | 4,884 | 10,373 | 50,867 | - | 66,124 | |
| Total external revenue | 230,386 | 28,611 | 37,140 | 50,867 | - | 347,004 | |
| Total internal revenue | 3,388 | 11,521 | 282 | 45 | (15,236) | - | |
| Total revenue | 233,774 | 40,132 | 37,422 | 50,912 | (15,236) | 347,004 | |
| Adjusted EBITDA | 11,997 | 3,184 | 4,220 | 11,936 | (3,253) | 28,084 | |
| Depreciation and amortisation | (10,036) | (10,036) | |||||
| Business change project costs | (628) | (628) | |||||
| Earn-out consideration classified as remuneration under IFRS 3 | (187) | (187) | |||||
| Share-based payment expense | (871) | (871) | |||||
| Finance income | 10 | 10 | |||||
| Finance expense | (4,145) | (4,145) | |||||
| Fair value gains and losses | (75) | (75) | |||||
| Group profit before tax | 11,997 | 3,184 | 4,220 | 11,936 | (19,185) | 12,152 | |
| 6 months ended 30 September 2024 | |||||||
| Bricks and Building Materials £'000 |
Importing £'000 |
Distribution £'000 |
Contracting £'000 |
Unallocated and group eliminations £'000 |
Consolidated £'000 |
||
| Revenue from sale of goods | 217,482 | 21,913 | 25,201 | - | - | 264,596 | |
| Revenue from rendering of services | - | 4,940 | 7,941 | 53,452 | - | 66,333 | |
| Total external revenue | 217,482 | 26,853 | 33,142 | 53,452 | - | 330,929 | |
| Total internal revenue | 2,454 | 8,707 | 575 | 18 | (11,754) | - | |
| Total revenue | 219,936 | 35,560 | 33,717 | 53,470 | (11,754) | 330,929 | |
| Adjusted EBITDA | 11,228 | 2,784 | 4,198 | 13,178 | (3,473) | 27,915 | |
| Depreciation and amortisation | (9,936) | (9,936) | |||||
| Business change project costs | (103) | (103) | |||||
| Earn-out consideration classified as remuneration under IFRS 3 | (310) | (310) | |||||
| Share-based payment expense | (536) | (536) | |||||
| Finance income | 249 | 249 | |||||
| Finance expense | (4,895) | (4,895) | |||||
| Impairment of loan to joint venture | (5,318) | (5,318) | |||||
| Share of results of associates | 15 | 15 | |||||
| Fair value gains and losses | (130) | (130) | |||||
| Group profit before tax | 11,228 | 2,784 | 4,198 | 13,178 | (24,437) | 6,951 | |
| Year ended 31 March 2025 (Audited) | |||||||
| Bricks and Building Materials £'000 |
Importing £'000 |
Distribution £'000 |
Contracting £'000 |
Unallocated and group eliminations £'000 |
Consolidated £'000 |
||
| Revenue from sale of goods | 419,111 | 42,265 | 50,136 | - | - | 511,512 | |
| Revenue from rendering of services | - | 9,335 | 17,647 | 98,562 | - | 125,544 | |
| Total external revenue | 419,111 | 51,600 | 67,783 | 98,562 | - | 637,056 | |
| Total internal revenue | 7,006 | 18,298 | 962 | 31 | (26,297) | - | |
| Total revenue | 426,117 | 69,898 | 68,745 | 98,593 | (26,297) | 637,056 | |
| Adjusted EBITDA | 21,717 | 5,720 | 7,962 | 21,655 | (6,906) | 50,148 | |
| Depreciation and amortisation | (20,180) | (20,180) | |||||
| Business change project costs | (538) | (538) | |||||
| Earn-out consideration classified as remuneration under IFRS 3 | (435) | (435) | |||||
| Share-based payment expense | (1,341) | (1,341) | |||||
| Impairment of investment in associates | (137) | (137) | |||||
| Impairment of loan to joint venture | (5,318) | (5,318) | |||||
| Finance income | 348 | 348 | |||||
| Finance expense | (9,637) | (9,637) | |||||
| Share of results of associates | (7) | (7) | |||||
| Fair value gains and losses | (1,194) | (1,194) | |||||
| Group profit before tax | 21,717 | 5,720 | 7,962 | 21,655 | (45,345) | 11,709 | |
| 6 months ended 30 September 2025 | |||||||
| Bricks and Building Materials £'000 |
Importing £'000 |
Distribution £'000 |
Contracting £'000 |
Central £'000 |
Consolidated £'000 |
||
| Non-current segment assets | 76,603 | 15,625 | 47,542 | 103,747 | 11,723 | 255,240 | |
| Current segment assets | 102,372 | 21,384 | 29,418 | 34,865 | 898 | 188,937 | |
| Total segment assets | 178,975 | 37,009 | 76,960 | 138,612 | 12,621 | 444,177 | |
| Unallocated assets: | |||||||
| Investment in joint ventures | - | ||||||
| Group assets | 444,177 | ||||||
| Total segment liabilities | (83,348) | (15,274) | (19,565) | (14,702) | (32,761) | (165,650) | |
| Loans and borrowings (excluding leases and overdrafts) |
(68,761) | ||||||
| Deferred tax liabilities | (19,810) | ||||||
| Group liabilities | (254,221) | ||||||
| 6 months ended 30 September 2024 | |||||||
| Bricks and Building Materials £'000 |
Importing £'000 |
Distribution £'000 |
Contracting £'000 |
Central £'000 |
Consolidated £'000 |
||
| Non-current segment assets | 78,287 | 17,317 | 51,143 | 109,050 | 9,135 | 264,932 | |
| Current segment assets | 103,633 | 15,803 | 30,369 | 30,993 | 1,836 | 182,634 | |
| Total segment assets | 181,920 | 33,120 | 81,512 | 140,043 | 10,971 | 447,566 | |
| Unallocated assets: | |||||||
| Investment in associates | 319 | ||||||
| Investment in joint ventures | - | ||||||
| Group assets | 447,885 | ||||||
| Total segment liabilities | (80,557) | (15,236) | (21,558) | (13,602) | (45,410) | (176,363) | |
| Loans and borrowings (excluding leases and overdrafts) |
(59,028) | ||||||
| Deferred tax liabilities | (23,071) | ||||||
| Group liabilities | (258,462) | ||||||
| Year ended 31 March 2025 (Audited) | |||||||
| Bricks and Building Materials £'000 |
Importing £'000 |
Distribution £'000 |
Contracting £'000 |
Central £'000 |
Consolidated £'000 |
||
| Non-current segment assets | 77,747 | 16,708 | 49,683 | 107,067 | 11,500 | 262,705 | |
| Current segment assets | 108,164 | 18,052 | 29,433 | 26,621 | 7,087 | 189,357 | |
| Total segment assets | 185,911 | 34,760 | 79,116 | 133,688 | 18,587 | 452,062 | |
| Unallocated assets: | |||||||
| Investment in associates | - | ||||||
| Investment in joint ventures | - | ||||||
| Group assets | 452,062 | ||||||
| Total segment liabilities | (93,663) | (12,701) | (21,345) | (34,860) | (18,392) | (180,961) | |
| Loans and borrowings (excluding leases and overdrafts) |
(60,644) | ||||||
| Deferred tax liabilities | (21,721) | ||||||
| Group liabilities | (263,326) | ||||||
| 6 months ended 30 Sept 2025 £'000 |
6 months ended 30 Sept 2024 £'000 |
Year ended 31 March 2025 (Audited) £'000 |
|||
| Amounts recognised as distributions to equity holders in the period: | |||||
| Final dividend for the year ended 31 March 2025 of 2.39p per share (30 Sept 2024: for the year ended 31 March 2024 of 2.28p per share) (31 March 2025: for the year ended 31 March 2024 of 2.28p per share) |
7,687 | 7,309 | 7,309 | ||
| Interim dividend for the year ended 31 March 2026 (31 March 2025: for the year ended 31 March 2025 of 1.12p per share) |
- | - | 3,595 | ||
| Total dividends paid during the period | 7,687 | 7,309 | 10,904 |
| 6 months ended 30 September 2025 | 6 months ended 30 September 2024 | |||||
| Earnings £'000 |
Weighted average number of shares |
Earnings per share (p) |
Earnings £'000 |
Weighted average number of shares |
Earnings per share (p) |
|
| Basic earnings per share | 8,417 | 321,700,594 | 2.62 | 4,262 | 320,183,217 | 1.33 |
| Effect of dilutive securities Employee share options |
- | 5,854,584 | - | 5,965,108 | ||
| Diluted earnings per share | 8,417 | 327,555,178 | 2.57 | 4,262 | 326,148,325 | 1.31 |
| Year ended 31 March 2025 (Audited) | |||
| Earnings £'000 |
Weighted average number of shares |
Earnings per share (p) |
|
| Basic earnings per share | 6,533 | 320,623,575 | 2.04 |
| Effect of dilutive securities Employee share options |
- | 5,315,007 | - |
| Diluted earnings per share | 6,533 | 325,938,582 | 2.00 |
Adjusted earnings per share and adjusted diluted earnings per share, based on the adjusted profit attributable to the equity holders of the parent (adjusted profit for the period add non-controlling interest share of loss), is based on the following data:
| 6 months ended 30 September 2025 | 6 months ended 30 September 2024 (Re-stated) | |||||
| Earnings £'000 |
Weighted average number of shares |
Earnings per share (p) |
Earnings £'000 |
Weighted average number of shares |
Earnings per share (p) |
|
| Adjusted basic earnings per share | 15,418 | 321,700,594 | 4.79 | 15,679 | 320,183,217 | 4.90 |
| Effect of dilutive securities Employee share options |
- | 5,854,584 | - | 5,965,108 | ||
| Adjusted diluted earnings per share | 15,418 | 327,555,178 | 4.71 | 15,679 | 326,148,325 | 4.81 |
| Year ended 31 March 2025 (Re-stated) | |||
| Earnings £'000 |
Weighted average number of shares |
Earnings per share (p) |
|
| Adjusted basic earnings per share | 26,459 | 320,623,575 | 8.25 |
| Effect of dilutive securities Employee share options |
- | 5,315,007 | - |
| Adjusted diluted earnings per share | 26,459 | 325,938,582 | 8.12 |
| Company acquired | Discount rate | Fair value at acquisition £'000 |
Fair value at 30 Sept 2025 £'000 |
Undiscounted amount payable at 30 Sept 2025 £'000 |
Fair value at 30 Sept 2024 £'000 |
Undiscounted amount payable at 30 Sept 2024 £'000 |
| Taylor Maxwell Group (2017) Limited | 4.1% | - | - | - | 293 | 293 |
| Leadcraft Limited | 10.4% | 722 | - | - | 96 | 96 |
| Upowa Ltd | 16.1% - | 10,069 | 676 | 896 | 1,557 | 2,309 |
| 23.6% | ||||||
| Beacon Roofing Limited | 13.0% | 1,365 | 442 | 442 | 603 | 682 |
| E. T. Clay Products Limited | 16.0% | 1,043 | - | - | - | - |
| Heritage Clay Tiles Limited | 20.0% | 82 | - | - | - | - |
| Group Topek Holdings Limited | 12.5% | 12,134 | 8,142 | 8,973 | 13,644 | 15,866 |
| TSL Assets Limited | 12.9% | 12,319 | 11,469 | 13,211 | 13,461 | 16,533 |
| Total | 37,734 | 20,729 | 23,522 | 29,654 | 35,779 |
| Company acquired | Fair value at 31 March 2025 £'000 |
Finance expense £'000 |
Fair value (gain)/loss £'000 |
Settlement £'000 |
Fair value at 30 Sept 2025 £'000 |
||
| Taylor Maxwell Group (2017) Limited | 241 | - | - | (241) | - | ||
| Upowa Ltd | 1,918 | 68 | - | (1,310) | 676 | ||
| Beacon Roofing Limited | 606 | 38 | (202) | - | 442 | ||
| Group Topek Holdings Limited | 8,458 | 513 | (829) | - | 8,142 | ||
| TSL Assets Limited | 14,941 | 700 | 1,523 | (5,695) | 11,469 | ||
| Total | 26,164 | 1,319 | 492 | (7,246) | 20,729 | ||
| Financial instrument | Valuation technique | Significant Unobservable inputs |
Range/ estimate |
Sensitivity of the input to fair value |
|
| Contingent Consideration in a business combination (note 8) |
Present value of future cash flows | Assumed probability-Adjusted EBITDA of acquired entities. Discount rate |
Sept 2025: £6,372,000 - £32,411,000 Sept 2024: £293,000 - £27,665,000 March 2025: £664,000 - £19,301,000 Sept 2025: 12.5% - 23.6% Sept 2024: 4.1% - 23.6% March 2025: 12.5% - 23.6% |
The higher the Adjusted EBITDA, the higher the fair value. If forecast EBITDA was 10% higher, while all other variables remained constant, the fair value of the overall contingent consideration liability would increase by £2,590,000 (2024: £2,527,000). A 10% decrease in EBITDA would result in a decrease in the liability of £4,135,000 (2024: £2,993,000). (March 2025: increase of £2,843,000 and decrease of £2,505,000) The higher the discount rate, the lower the fair value. If the discount rate applied was 2% higher, while all other variables remained constant, the fair value of the overall contingent consideration liability would decrease by £358,000 (2024: £733,000). A 2% decrease in the rate would result in an increase in the liability of £373,000 (2024: £772,000). (March 2025: decrease of £506,000 and increase of £530,000) |
| Contingent consideration liability | 6 months ended 30 Sept 2025 £'000 |
6 months ended 30 Sept 2024 £'000 |
Year ended 31 March 2025 (Audited) £'000 |
||
| At 1 April | 26,164 | 30,448 | 30,448 | ||
| Finance expense charged to profit or loss | 1,319 | 1,861 | 3,681 | ||
| Settlement | (7,246) | (2,785) | (9,159) | ||
| Fair value losses recognised in profit or loss | 492 | 130 | 1,194 | ||
| At 30 September/31 March | 20,729 | 29,654 | 26,164 |
10. Loans and borrowings
| 6 months ended 30 Sept 2025 £'000 |
6 months ended 30 Sept 2024 £'000 |
Year ended 31 March 2025 (Audited) £'000 |
|
| Current loans and borrowings at 1 April | 18,732 | 8,620 | 8,620 |
| Non-current loans and borrowings at 1 April | 60,644 | 62,911 | 62,911 |
| Total loans and borrowings at 1 April | 79,376 | 71,531 | 71,531 |
| Issue of bank loans | 109,000 | 103,000 | 207,500 |
| Repayment of bank loans | (101,000) | (107,000) | (210,000) |
| Movement in overdraft facility | (945) | 4,082 | 10,112 |
| Other movements* | 117 | 117 | 233 |
| Loans and borrowings at 30 September/31 March | 86,548 | 71,730 | 79,376 |
| Analysed as: | |||
| Current loans and borrowings | 17,787 | 12,702 | 18,732 |
| Non-current loans and borrowings | 68,761 | 59,028 | 60,644 |
| Loans and borrowings at 30 September/31 March | 86,548 | 71,730 | 79,376 |
The Directors consider that the carrying amount of loans and borrowings approximates to their fair value. Non-current bank loans comprise a principal loan value of £69,000,000 (2024: £59,500,000, March 2025: £61,000,000) less arrangement fees of £239,000 (2024: £472,000, March 2025: £356,000), which are amortised over the term of the loan.
At 30 September 2025, the Group had a revolving credit facility of £90,500,000, including an ancillary carve out of a £5,000,000 overdraft. The revolving facility bears interest at a variable rate based on the SONIA. At the reporting date, interest was charged at a rate of 2.4% above the adjusted SONIA interest rate benchmark.
The Group also has a notional pool agreement, whereby certain cash balances within the Group are entitled to be offset, providing the overall overdrawn balance does not exceed the £5,000,000 facility limit.
| 6 months ended 30 Sept 2025 £'000 |
6 months ended 30 Sept 2024 £'000 |
Year ended 31 March 2025 (Audited) £'000 |
||
| Key management personnel compensation | ||||
| Short-term employee benefits | 2,760 | 3,033 | 5,799 | |
| Post-employment benefits | 18 | 28 | 78 | |
| Share-based payment expense | 443 | 78 | 681 | |
| 3,221 | 3,139 | 6,558 |
| Amounts owed by related parties | Amounts owed to related parties | ||||||
| 6 months ended 30 Sept 2025 £'000 |
6 months ended 30 Sept 2024 £'000 |
Year ended 31 March 2025 (Audited) £'000 |
6 months ended 30 Sept 2025 £'000 |
6 months ended 30 Sept 2024 £'000 |
Year ended 31 March 2025 (Audited) £'000 |
||
| Associates | - | 4 | 2 | - | 35 | 40 | |
| Other related parties | 1 | 1 | 12 | - | - | - | |
| 1 | 5 | 14 | - | 35 | 40 | ||
| Sales to related parties | Purchases from related parties | ||||||
| 6 months ended 30 Sept 2025 £'000 |
6 months ended 30 Sept 2024 £'000 |
Year ended 31 March 2025 (Audited) £'000 |
6 months ended 30 Sept 2025 £'000 |
6 months ended 30 Sept 2024 £'000 |
Year ended 31 March 2025 (Audited) £'000 |
||
| Associates | - | - | 24 | - | 96 | 426 | |
| Joint ventures | - | - | - | - | - | 259 | |
| Other related parties | 21 | 67 | 200 | 365 | 448 | 764 | |
| 21 | 67 | 224 | 365 | 544 | 1,449 | ||
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IR FELEFLEISEEF
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