
4 September 2025
EUROCELL PLC (Symbol: ECEL)
HALF YEAR REPORT FOR THE SIX MONTHS ENDED 30 JUNE 2025
Resilient financial and operating performance; Alunet acquisition performing well
Eurocell plc, the leading UK manufacturer and distributor of door and window products to the trade, today announces its results for the six months ended 30 June 2025.
Highlights
· Adjusted operating profit up 9%, driven by a strong contribution from Alunet (acquired in March 2025) and effective cost control, partially offset by lower organic sales volumes, labour cost inflation and investment in strategic initiatives
· Adjusted profit before tax down 3%, reflecting higher finance costs following the Alunet acquisition
· Continuing focus on operational improvements, cost reduction and cash flow management
· Further progress with five-year strategy
· Driving shareholder returns through a combination of an increasing ordinary dividend and share buybacks, with returns of £7.3 million announced so far this year
· Full year outlook below previous expectations, with trading conditions remaining subdued and continuing macroeconomic uncertainty impacting key markets
Key financial performance measures | H1 2025 | H1 2024 | Change |
Revenue (£ million) | 193.2 | 175.7 | 10% |
Underlying measures (1) | | | |
Adjusted operating profit (£ million) | 10.1 | 9.3 | 9% |
Adjusted profit before tax (£ million) | 7.8 | 8.0 | (3)% |
Adjusted basic earnings per share (pence) | 6.0 | 5.6 | 7% |
Reported measures | | | |
Operating profit (£ million) | 6.1 | 8.9 | (31)% |
Profit before tax (£ million) | 3.8 | 7.6 | (50)% |
Basic earnings per share (pence) | 2.9 | 5.3 | (45)% |
Capital investment (£ million) | 6.6 | 4.5 | 47% |
Net cash generated from operating activities (£ million) | 18.4 | 21.9 | (16)% |
Net debt, pre-IFRS 16 (£ million) (2) | 29.0 | 4.3 | (24.7) |
Net debt (£ million) (2) | 98.7 | 60.9 | (37.8) |
Interim dividend per share (pence) | 2.3 | 2.2 | 5% |
(1) Non-underlying items of £4.0 million in H1 2025 comprise strategic IT project costs of £2.2 million (including cloud computing and internal resourcing costs), restructuring costs of £1.4 million and Alunet acquisition costs of £0.4 million. Non-underlying items of £0.4 million in H1 2024 relate to strategic IT project costs.
(2) Net debt is bank overdrafts, borrowings, deferred consideration and lease liabilities less cash and cash equivalents. Pre-IFRS 16 net debt excludes lease liabilities and is provided as our financial covenants are measured on this basis.
(3) RMI is repair, maintenance and improvement.
Resilient financial performance
· Group sales up 10% on H1 2024, or flat excluding Alunet, with organic volumes 2% lower
· Profiles division sales up 1% on H1 2024, with volume 2% lower, reflecting:
- Reduced RMI(3) activity through our trade fabricators, partially offset by some modest improvement in the new build housing market
· Branch Network division sales down 1% on H1 2024, with volumes 2% lower, reflecting:
- General Branch Network sales to the RMI market down 5%
- Offset by further progress with our strategic initiatives, including window and door sales (up 8%) and e-commerce activity (up 41%), with the sales to date from new branches at £0.9 million
· Alunet post-acquisition sales were £17.7 million for H1, representing growth of 36% over the corresponding period in 2024, driven by market share gains
- Alunet Systems benefited from Group synergies, securing new business with 10 existing Eurocell fabricators and successfully launching the new Aluna+ aluminium window system
- Comp Door continued to acquire new installers, with the new Sleekskin door being well received by the trade
· Adjusted operating profit for the Group up 9% vs H1 2024, reflecting:
- A strong contribution from Alunet, in line with our expectations, and effective cost control, partially offset by:
o Lower organic sales volumes and competitive pressure on selling prices in the branches
o Continued labour and other overhead cost inflation, including the increases to employers' National Insurance and the National Living Wage from April 2025
o Further targeted investment to maintain momentum in strategic initiatives, including the new branch opening programme (see below)
· Reported operating profit down 31% vs H1 2024, after non-underlying items of £4.0 million (1)
· Continued focus on cash management, with net cash generated from operating activities of £18.4 million (H1 2024: £21.9 million, which included an inflow from working capital)
· Driving shareholder returns through a combination of an increasing ordinary dividend and share buybacks, with returns of £7.3 million announced so far this year, comprising:
- Interim dividend of 2.3 pence per share up 5% (2024: 2.2 pence per share), equivalent to £2.3 million
- £5 million share buyback announced on 20 March 2025 in progress (as of 1 September, 2.2 million shares purchased at a cost of £3.3 million) and expected to complete during the second half
- Thereafter intend to continue share buybacks, subject to maintaining a strong financial position
Further progress with strategic initiatives
· New branches: 2 opened at the end of 2024 plus 7 new sites and 5 relocations completed so far in 2025, creates a short-term profit drag (operating loss of £0.7 million in H1 2025), but drives longer-term profit growth
· Windows and doors sales initiative: accelerated roll-out, with all 216 branches now live on the programme (90 live at the end of 2024)
· Digital growth: e-commerce sales increased to £2.9 million in H1 2025 (H1 2024: £2.1 million)
· Business effectiveness: ongoing cost reduction and operational improvements:
- Previously announced programmes implemented in H1 2025, including Branch Network restructuring, expected to deliver annualised cost savings of at least £4 million
- Prioritising identification of further efficiencies and cost reduction for 2026
· ESG leadership: strong on sustainability as the leading UK-based recycler of PVC windows, with the proportion of recycled material used in production at 30% in H1 2025 (H1 2024: 32%)
Darren Waters, Chief Executive of Eurocell plc said:
"Our first half financial performance was resilient, in the context of trading conditions that remain subdued. We delivered an increase of 9% in adjusted operating profit despite lower organic volumes, thanks to a strong contribution from Alunet and effective cost control. Our cash generation was solid and our financial position remains strong.
"We have continued to invest to maintain momentum with our strategy, and have made further progress across a broad range of initiatives. The acquisition of Alunet in March is a compelling strategic fit for Eurocell and the business has performed very well.
"While demand in our core RMI market remains sluggish, we have seen some modest early signs of an improving picture in new build housing, albeit from a very low base. We are therefore continuing to focus on cost reduction and operational improvements to drive efficiency and mitigate against the impact of delayed market recovery. Whilst the full year outlook is below our previous expectations, the medium and long-term growth prospects for the UK construction market remain attractive and we are well positioned to drive sustainable growth in shareholder value."
Analyst presentation
There will be an audiocast presentation for analysts and investors at 11am today. The presentation can be accessed remotely via a live audiocast link as follows: https://streamstudio.world-television.com/782-2007-42178/en
Alternatively, you can join via conference call as follows:
Dial-in | +44 20 3481 4247 |
Toll free | +44 800 260 6466 |
Conference ID: Eurocell Full Year Results | 4912001 |
A copy of the presentation will be made available from 7am today on the Group's website: https://investors.eurocell.co.uk/investors/
Following the presentation, a recording of the audiocast will also be made available on the Group's website (link above).
CHIEF EXECUTIVE'S REVIEW
INTRODUCTION
Trading conditions in our key markets remain subdued, with challenging macroeconomic conditions and weak consumer confidence, compounded by uncertainty related to high interest rates and geopolitical risks, impacting activity levels in both the repair, maintenance and improvement (RMI) and new build housing markets.
As a result, underlying sales volumes were below H1 2024. Nevertheless, organic revenues include further progress with our strategic initiatives and total Group revenues were bolstered by the acquisition of Alunet in March 2025.
We have continued to experience significant labour cost inflation and have therefore focused on further overhead cost reduction and operational improvements, to drive more efficiency and mitigate against the impact of delayed market recovery. At the same time, we have progressed further targeted investments to maintain momentum in our strategic initiatives.
Further details of our financial and operating performance, together with an update on the progress with implementation of our five-year strategy and the acquisition of Alunet, are set out below.
FINANCIAL RESULTS
Group sales of £193.2 million were 10% above H1 2024, or level with H1 2024 excluding Alunet, with volumes down 2%. In the Alunet business, market share gains have driven good sales growth.
Adjusted operating profit for H1 was £10.1 million, up 9% on H1 2024. This reflects a strong contribution from Alunet, in line with our expectations, and effective cost control, partially offset by lower organic volumes, competitive pressure on selling prices in the branches, labour cost inflation and further investment in our strategic initiatives.
Net cash generated from operations was £18.4 million, reflecting a continued focus on cash management. This compares to net cash generated from operations of £21.9 million in H1 2024, which included an inflow from working capital.
Further information on our financial performance is included in the Chief Financial Officer's Review.
OPERATIONAL PERFORMANCE
Production
Extrusion performance has been consistent and the level of output stable, benefiting from process improvements and increased preventative maintenance. We have a programme of initiatives to drive further operational improvements (see Business Effectiveness below) and expect these benefits to start to materialise in H2 2025, and thereafter as volumes increase.
Recycling
We are the leading UK-based recycler of PVC windows, saving the equivalent of c.3 million window frames from landfill each year. Our use of recycled materials in production remains substantial at 30%, driving lower carbon emissions and cost savings compared to the use of virgin material, through the cycle. A slight reduction on H1 2024 (32%) reflects product mix and lower volumes, as well as some unscheduled plant downtime caused by equipment breakdowns. Similar to extrusion, we have increased our programme of preventative maintenance in the recycling facilities to reduce the risk of future breakdowns.
Recycling feedstock purchase prices have remained stable, reflecting the action we have taken to secure additional cost-effective sources of supply.
Furthermore, we are finding more ways to both minimise and utilise the waste product generated by our plants and expect to reduce the amount sent to landfill over time.
Health and Safety
The safety and well-being of our employees, contractors and branch customers is our number one priority. Health and safety is the first agenda item for key internal meetings. We have enhanced the reporting of near misses and unsafe acts and conditions, as part of a proactive approach to risk management, with the aim of reducing the likelihood of future workplace injuries. This, when combined with the effective and timely implementation of corrective and preventive action, supports our positive and improving safety culture.
Following improved safety results in 2024, our Lost Time Injury Frequency Rate ('LTIFR') was 6.4 in H1 2025, compared to 4.1 in 2024 (full year). In the light of these results, we have renewed our efforts to focus on the higher risk facilities, and are implementing enhanced safety training at team leader level. We have also integrated the Alunet companies into our health and safety strategy.
STRATEGY
At the beginning of 2024 we launched our ambitious strategy, which reset our objectives for the business. We identified a pathway to building a £500 million revenue, £50 million operating profit business, generating a 10% operating margin, over the five-year period to December 2028. Our strategy is built around four pillars: Customer Growth, Business Effectiveness, People First and ESG Leadership. The following paragraphs summarise these pillars and the initiatives which support them, together with our progress so far.
Customer Growth
Our aim is to become the trade customer's preferred choice in all markets and segments where we operate. We believe the biggest opportunity for growth is expansion of the Branch Network, including opening new branches and significantly increasing the sale of windows and doors, underpinned by investment in digital marketing, to raise awareness of our products and home improvement solutions and acquire new customers.
Branch Network
We estimate that the optimum Branch Network size is at least 250 sites, which was confirmed in 2024 through modelling and analysis work with our location planning partner. This work identified an additional c.50 priority locations.
We opened 2 branches in Q4 2024, followed by 7 so far in 2025, primarily in the South of England, delivering incremental sales of £0.9 million in H1 2025. We now have 216 sites in operation and plan to add c.30 new sites over the next three to four years.
We are supplementing the opening programme with several branch relocations, where the current site is sub-optimal in terms of size or location, and therefore a constraint to our growth objectives. Following 2 site relocations in 2024, we have completed another 5 so far in 2025.
New branches and relocations include a refreshed branch exterior and are supported with strong pre-opening recruitment and marketing campaigns. This programme therefore creates a short-term profit drag (£0.7 million in H1 2025), but drives longer-term profit growth.
Windows and doors
With our initiative to sell more windows and doors through the network, our target is to fill at least 50% of the available spare capacity in the estate over the five-year period, which we forecast will drive incremental annual sales of c.£35 million.
Following encouraging early results, we accelerated the site roll-out, with all 216 branches now live on the programme (90 live at 31 December 2024) and delivered incremental window and door sales of £0.9 million in H1 2025 compared to the first half of 2024 (up 8%) and £2.0 million compared to H1 2023 (up 17%).
In addition to the progressive site roll-out, we have built a dedicated supply chain to support the whole network. The project provides incremental growth opportunities for our fabricator partners, and we are working with them to secure additional capacity.
Extended living spaces
Extended living comprises garden rooms and extensions. Since launching these product ranges, we have delivered good sales growth, but operating margins have been below our expectations, due to the cost of lead generation and other selling costs. In the second half we plan to review this initiative, to evaluate whether returns can be improved.
Profiles
In Profiles, following a period of strong growth prior to the launch of our strategy, we believe we are now the leading supplier of rigid PVC profile to the UK market. Looking forward, our objective is to protect our existing business and maintain our value-added service propositions that support customers. We will continue to leverage our leading position with housebuilders and commercial developers to ensure we maintain specifications to support a robust pipeline of work for our fabricator customers. We are recognised across the industry as the leading technical systems house and will continue to exploit this advantage.
The windows and doors initiative also provides growth opportunities in Profiles, as it pulls through increased profile sales via fabricator partners and increased composite door sales through our entrance doors businesses.
As described below, the acquisition of Alunet in March 2025 complements our proposition to fabricators, by providing a one-stop shop for PVC and aluminium door and window systems.
Digital growth
Following the launch of our new website in 2023, we have a future-proofed platform and a competitive advantage in the online space, with an ambitious digital strategy to drive more relevant trade customer traffic to our website, as well as build homeowner brand awareness.
Since then, we have invested in our organic web traffic growth, increased our digital paid media, improved our use of AI to support customer targeting and developed our web proposition with initiatives such as one hour click-and-collect. As a result, we have grown e-commerce sales to £2.9 million in H1 2025 (H1 2024: £2.1 million).
We have also driven more homeowner leads to buy big ticket items, and attracted new trade accounts to our branches, with 7,302 new spending accounts added in H1 2025 (H1 2024: 5,728, full year 2024: 7,800).
Business Effectiveness
Our objective is to make Eurocell a lean and efficient business. We are upgrading our business systems and streamlining structures and processes to increase efficiency and improve customer experience. Given that the near-term market outlook is likely to remain challenging, we are continuing to prioritise cost reduction and operational improvements.
Continuous improvement, efficiencies and cost reduction
We are further embedding a continuous improvement philosophy, which has highlighted opportunities for efficiencies in the Branch Network, manufacturing and recycling operations.
As previously announced, in April 2025, we restructured the Branch Network by removing a layer of regional operational management, reducing the size of the salesforce and closing a small number of underperforming branches, generating annualised cost savings of c.£2 million. In parallel, we are upskilling branch managers, to drive better, faster decision making and greater ownership for branch performance.
In May 2025, we announced further overhead cost reductions to be realised in 2025 of c.£2 million. In addition, we are now prioritising the identification of further efficiencies and cost reduction for 2026.
Finally, in our manufacturing and recycling operations, we are pursuing opportunities to reduce scrap and improve transport utilisation.
Systems replacement
As previously announced, we are in the process of replacing our Enterprise Resource Planning ('ERP') system, including a new trade counter system in the Branch Network.
We selected Intact iQ as the new trade counter system, to transform the way we interact and transact with customers in the branches, primarily through process simplification, including electronic point-of-sale technology. IFS Cloud will be our new ERP system, to support all other functions of the business. IFS comes with analytics to facilitate data-driven decisions and supports the integration of functions which currently operate on standalone systems, including customer relationship management.
The expected cost of the system replacement is in the region of £10 million over the 2024-2026 period. The implementation is on track and, as previously reported, we estimate the transition will take place around mid-2026.
People First
The progress we are making in the business is testament to the commitment, hard work and dedication of our teams in every part of the Group, and I would like to offer, on behalf of the Executive Committee and the Board, my sincere thanks to them all.
With People First, our objective is to make Eurocell a great place to work, through a focus on health and safety, an enhanced employee value proposition, improved levels of engagement and effective talent management.
For health and safety, as described above, we are focused on the highest risk sites, plus improving leadership skills and providing appropriate safety education.
For our employee value proposition, we are developing a wellbeing framework, new recognition schemes and better induction and onboarding programmes.
Key priorities for employee engagement include a new internal communications framework, colleague forums and stepping up community and charity work. In 2024, we completed our first externally administered employee engagement survey, with plans developed in response to the findings. The 2024 survey provides a baseline and we will measure our progress with a similar exercise in H2 2025.
Effective talent management includes talent development, succession planning and an increasing use of apprenticeships. We intend to launch a revised apprenticeship offer and a new leadership development framework, affiliated to the Institute of Leadership and Management.
ESG Leadership
Our ambition is to be a leading responsible company. Eurocell is already a leader in PVC recycling, and looking ahead, we aim to excel in all areas of ESG.
We are working with CEN Group, a specialist ESG consultancy, to support the development of our ESG strategy and improve our ESG data and disclosures.
In 2024, we completed the work to determine a path to reach Net Zero by 2045. So far in 2025, our targets have been independently verified by the Science Based Targets Initiative ('SBTi') and we have published our Transition Plan.
We now intend to progress decarbonisation initiatives in line with the Transition Plan. For Scope 1 and 2, the critical actions are increasing the proportion of renewable electricity we use, plus beginning the work to decarbonise our commercial fleet and other company vehicles. For Scope 3, our focus is to identify paths to optimise recycling and explore options to increase the use of commercially viable lower carbon alternatives to PVC resin over time.
ACQUISITION OF ALUNET
In UK fenestration, aluminium is growing in popularity and now accounts for c.17% (by volume) and 36% (by value) of the UK market, driven initially by bi-fold doors, but also now featuring other fenestration products. Historically, Eurocell has not had its own aluminium system, instead offering a relatively narrow range of third-party aluminium products. Our total aluminium sales were c.£12 million in 2024.
Since launching our strategy, a key objective for the Profiles business has been to protect our position in fenestration by expanding the Group's aluminium offering, including a wider range of products and ownership of our own system.
In March 2025, we announced the acquisition of Alunet, valued at £29 million on a debt/cash free basis. Full financial details of the transaction, including the potential for additional performance-related payments, are set out in the Chief Financial Officer's Review.
Alunet is a compelling strategic fit for Eurocell: it addresses the growing trend towards aluminium fabrication across the fenestration sector, significantly strengthens our position in composite doors, and adds aluminium garage doors to our home improvement product portfolio. Alunet's retained team, led by Chief Executive Steve Hudson, has strengthened the Group's management and Steve has joined our Executive Committee. Alunet employs approximately 200 people and we were delighted to welcome them all to the Group.
Alunet's stable of innovative, fast growing, home improvement brands comprises four businesses, as described below.
Alunet Systems
Alunet Systems, based in Dewsbury, is an aluminium systems house focused on the residential sector. It sources aluminium profile from key European-based extruders using Alunet tooling and offers a full range of window and door solutions, including bi-fold and sliding patio doors, sold under the Aluna brand.
The new Aluna+ aluminium window system, combined with Eurocell's new Iconiq aluminium roof lantern, forms the core of our new Aluna brand 'whole house' concept. This is a sector-leading proposition both for pure aluminium fabricators and for Eurocell PVC fabricators, many of whom also fabricate aluminium. In addition, our window and door project creates an opportunity to specify the use of Alunet to those fabricators that are supplying the Branch Network under the programme.
Comp Door
Based in Stoke-on-Trent, Comp Door is a fast-growing manufacturer of premium solid timber core entrance doors. The business is increasingly recognised as the trade's preferred choice, and we expect the combination of Comp Door and Vista to make Eurocell the market leader in entrance doors, with a good (PVC), better (GRP composite), best (solid core) proposition.
Comp Door provides Eurocell with a great cross-selling opportunity with fabricators, and through digital marketing we can create leads for installers and promote the business through the Branch Network. We also believe that there are synergies available in areas such as supply chain (PVC skins, hardware, seals and glue) and transport.
JDUK and UK Doors (Midlands)
JDUK, also based in Dewsbury, is a supplier of sectional aluminium garage doors and components, operating under an exclusive private label arrangement with a European-based supplier for the UK market. UK Doors (Midlands) is a manufacturer of aluminium roller shutter garage doors, based near Birmingham.
These businesses complement our range of exterior home improvement products. Many garage door installers are already Eurocell customers through the Branch Network. There is an opportunity to cross-sell, as well as leverage our digital marketing expertise to generate homeowner leads for installers.
Financial Performance
For the year ended 31 December 2024, Alunet delivered unaudited revenue of £43 million and operating profit of £3.9 million (on a pre-IFRS 16 basis). In the period from the acquisition at the beginning of March to 30 June 2025, Alunet added sales of £17.7 million and adjusted operating profit of £1.6 million to the Group. This represents strong growth over the corresponding period in 2024, driven by market share gains, and is stated before amortisation of the acquired intangible assets and additional finance costs arising on increased debt following the acquisition.
Further information on the financial performance of Alunet is included in the Chief Financial Officer's Review.
SUMMARY AND OUTLOOK
Our first half financial performance was resilient, in the context of trading conditions that remain subdued. We delivered an increase of 9% in adjusted operating profit despite lower organic volumes, thanks to a strong contribution from Alunet and effective cost control. Our cash generation was solid and our financial position remains strong.
We have continued to invest to maintain momentum with our strategy and have made further progress across a broad range of initiatives. The acquisition of Alunet in March is a compelling strategic fit for Eurocell and the business has performed very well.
While demand in our core RMI market remains sluggish, we have seen some modest early signs of an improving picture in new build housing, albeit from a very low base. We are therefore continuing to focus on cost reduction and operational improvements to drive efficiency and mitigate against the impact of delayed market recovery. Whilst the full year outlook is below our previous expectations, the medium and long-term growth prospects for the UK construction market remain attractive and we are well positioned to drive sustainable growth in shareholder value.
Darren Waters
Chief Executive Officer
CHIEF FINANCIAL OFFICER'S REVIEW
|
| H1 2025 | H1 2024 |
|
| £m | £m |
Revenue |
| 193.2 | 175.7 |
Gross profit | | 98.5 | 92.2 |
Gross margin % | | 51.0% | 52.5% |
Overheads | | (75.3) | (70.4) |
Adjusted(1) EBITDA |
| 23.2 | 21.8 |
Depreciation and amortisation | | (13.1) | (12.5) |
Adjusted(1) operating profit |
| 10.1 | 9.3 |
Finance costs | | (2.3) | (1.3) |
Adjusted(1) profit before tax |
| 7.8 | 8.0 |
Taxation | | (1.8) | (1.9) |
Adjusted(1) profit after tax |
| 6.0 | 6.1 |
Adjusted(1) basic earnings per share (pence) |
| 6.0 | 5.6 |
Non-underlying items |
| (4.0) | (0.4) |
Tax on non-underlying items |
| 0.9 | 0.1 |
Reported operating profit |
| 6.1 | 8.9 |
Reported profit before tax |
| 3.8 | 7.6 |
Reported profit after tax |
| 2.9 | 5.8 |
Reported basic earnings per share (pence) |
| 2.9 | 5.3 |
(1) See alternative performance measures.
INTRODUCTION
Trading conditions remain subdued, with the weak trends experienced last year in the RMI and new house building markets continuing through into 2025, resulting in first half organic sales volumes slightly below the comparative period.
However, we have proactively managed our gross margin and cost base, to offset significant cost inflation and support investment in our strategy. We delivered an organic gross margin and overhead costs both flat with H1 2024.
Alunet has performed well since the acquisition in March 2025, driven by strong market share growth, and is a key driver of the Group's adjusted operating profit increase for the period.
We continue to focus on efficient working capital management, delivering solid cash flow generation for the first half and retain a strong balance sheet with good liquidity.
We are committed to driving shareholder returns through a combination of an increasing ordinary dividend and share buybacks and have announced returns of £7.3 million so far this year. The interim dividend for 2025 is up 5% compared to H1 2024 and we expect to complete the buyback of up to £5 million launched in March 2025 during the second half. Thereafter, we intend to continue share buybacks, subject to maintaining a strong financial position.
The progress we have made with of our strategy, including the acquisition of Alunet, together with actions we continue to take on cost and cash flow, underpin our confidence in realising our ambitions, and we remain well positioned to take advantage of a recovery in our end markets.
REVENUE
Revenue for H1 was £193.2 million, 10% above H1 2024 (£175.7 million), or flat excluding Alunet, with organic volumes down 2%.
In the period from the acquisition at the beginning of March to 30 June 2025, Alunet added sales of £17.7 million to the Group. See Divisional Performance for further information on revenues.
GROSS MARGIN
Gross margin was 51.0% in H1, or 52.6% excluding Alunet, compared to 52.5% in H1 2024.
In the organic business, we implemented selling price increases to recover cost inflation, although competition for limited demand continues to drive pressure on selling prices in the Branch Network.
However, we continue to proactively manage our gross margin and secured stable input cost prices for H1, including PVC resin, recycling feedstock and electricity.
Whilst there are only a limited number of suppliers for PVC resin and certain other key raw materials, we have successfully identified alternative sources and introduced other initiatives to drive competitive tension in our supply chain. For our recycling business, we have made good progress securing additional sources of feedstock and now have c.50% of our annual requirement contracted at good prices. We operate a rolling forward hedging policy for electricity and are substantially hedged for the remainder of this year at similar prices to H1.
The Alunet gross margin (excluding acquisition fair value accounting) at c.35% is in line with acquisition assumptions.
DISTRIBUTION AND ADMINISTRATIVE EXPENSES (OVERHEADS)
Underlying overheads for H1 were £75.3 million, up 7% on H1 2024 (£70.4 million), or flat excluding Alunet, demonstrating effective cost control. We have continued to experience cost inflation, particularly for labour, which includes the increases to employers' National Insurance and the National Living Wage from April 2025. Overheads also include targeted investment to maintain momentum in our strategic initiatives, including the new branch opening programme. These increases were partially offset by the previously announced cost savings, including the Branch Network restructuring completed in April 2025.
DEPRECIATION AND AMORTISATION (D&A)
D&A for H1 was £13.1 million (H1 2024: £12.5 million).
ALTERNATIVE PERFORMANCE MEASURES
Alternative performance measures are used alongside statutory measures to facilitate a better understanding of financial performance and comparison with prior periods, and to provide audited financial information against which the Group's bank covenants, which are all measured on a pre-IFRS 16 basis, can be assessed.
Adjusted EBITDA, adjusted operating profit and adjusted profit before tax all exclude non-underlying items. Adjusted profit after tax and adjusted earnings per share exclude non-underlying items and the related tax effect. Pre-IFRS 16 EBITDA is stated inclusive of operating lease rentals under IAS 17 Leases. Pre-IFRS 16 net debt is defined as total borrowings and lease liabilities less cash and cash equivalents, excluding the impact of IFRS 16 Leases.
We classify some material items of income and expense as non-underlying when the nature and infrequency merit separate presentation. Alongside statutory measures, this facilitates a better understanding of financial performance and comparison with prior periods.
NON-UNDERLYING ITEMS
Non-underlying items for H1 2025 of £4.0 million comprise: strategic IT expenses of £2.2 million, including cloud computing and internal resourcing costs, which are expensed as incurred rather than capitalised as intangible assets, restructuring costs of £1.4 million, being redundancy payments and related employee benefit termination costs in connection with restructuring completed in the first half, plus Alunet acquisition costs of £0.4 million.
Non-underlying items of £0.4 million in H1 2024 relate to strategic IT project costs.
Strategic IT expenses relate to the replacement of our Enterprise Resource Planning ('ERP') system, including a new trade counter system for the Branch Network. The expected total cost of the system replacement is in the region of £10 million over the 2024-26 period, with £4.4 million incurred to date. The implementation is on track and, as previously reported, we estimate the transition will take place around mid-2026.
DIVISIONAL PERFORMANCE - PROFILES
|
|
| H1 2025 £m | H1 2024 £m | Change % |
Third-party revenue |
|
| 73.3 | 72.6 | 1% |
Inter-segmental revenue | | | 31.0 | 32.7 | (5)% |
Total revenue |
|
| 104.3 | 105.3 | (1)% |
Adjusted(1) operating profit |
|
| 8.3 | 8.5 | (2)% |
Operating profit |
|
| 7.0 | 8.5 | (18)% |
(1) Adjusted performance measures are stated before non-underlying items.
Profiles third-party revenue for H1 was £73.3 million, 1% higher than H1 2024 with volume down 2%, reflecting reduced RMI activity through our trade fabricators, partially offset by some modest improvement in the new build housing market. Cost-of-living pressures, high interest rates and falling house prices have all had a significant adverse effect on our end markets.
Profiles adjusted operating profit for H1 of £8.3 million was 2% below H1 2024, reflecting lower sales volumes plus labour and other cost inflation, with stable raw material and electricity costs.
Reported operating profit is stated after non-underlying costs of £1.3 million in H1 2025 (strategic IT expenses and restructuring costs). There were no non-underlying costs in the Profiles division in H1 2024.
DIVISIONAL PERFORMANCE - BRANCH NETWORK
|
|
| H1 2025 £m | H1 2024 £m | Change % |
Third-party revenue |
|
| 102.2 | 103.1 | (1)% |
Inter-segmental revenue | | | 0.2 | 0.2 | - |
Total revenue |
|
| 102.4 | 103.3 | (1)% |
Adjusted(1) operating profit |
|
| 0.9 | 2.2 | (59)% |
Operating (loss)/profit |
|
| (1.4) | 1.8 | (178)% |
(1) Adjusted performance measures are stated before non-underlying items.
Third-party revenues in the Branch Network for H1 were £102.2 million, 1% lower than H1 2024, with volume down 2%. This comprises general RMI volumes in the branch network down 5%, with homeowners holding back on discretionary expenditure against a backdrop of macroeconomic uncertainty, offset by the benefits of progress with our strategic initiatives, including window and door sales (up 8%) and e-commerce activity (up 41%). New branches added sales of £0.9 million in the first half (see impact on operating profit below).
Branch Network adjusted operating profit for H1 2025 was £0.9 million, 59% below H1 2024, reflecting competitive pressure on selling prices in the branches and higher overheads, which include labour and other cost inflation.
Overheads also include investment to maintain momentum in our strategic initiatives, including the new branch opening programme. We opened 2 new branches at the end of 2024 plus 7 so far in 2025, which together with 5 site relocations, creates a short-term profit drag (c.£0.7m in H1), but drives longer-term profit growth. Investment in strategic initiatives also includes marketing (pay-per-click), sales professionals and central order processing capability, and we expect to leverage this investment and improve margins as volumes grow.
The reported operating (loss)/profit is stated after non-underlying costs of £2.3 million in H1 2025 (strategic IT expenses and restructuring costs) and £0.4 million in H1 2024 (strategic IT expenses).
DIVISIONAL PERFORMANCE - ALUNET
In March 2025 we announced the acquisition of Alunet in a deal that valued the business at £29 million, based on a multiple of 6.5x Alunet's EBITDA for the year ended 31 December 2024. Initial consideration paid of £22 million was on a debt/cash free basis, and future payments over the next four years could rise to £13 million, contingent upon performance against agreed EBITDA targets. The maximum future payments, if achieved, would result in a total consideration of £35 million, representing a multiple of c.4x Alunet's projected EBITDA for the year ended 31 December 2028.
Approximately £1 million of the initial payment was in the form of ordinary shares in Eurocell plc and satisfied out of shares held in treasury, with the remainder payable in cash, funded from the Group's existing £75 million revolving credit facility.
The acquisition is expected to be accretive to the Group's underlying earnings for 2025, and pro forma net debt is expected to be below 1.0x pre-IFRS 16 EBITDA at 31 December 2025.
|
|
| H1 2025 £m | H1 2024 £m | Change % |
Third-party revenue |
|
| 17.7 | - | n/a |
Inter-segmental revenue | | | - | - | n/a |
Total revenue |
|
| 17.7 | - | n/a |
Adjusted(1) operating profit |
|
| 1.6 | - | n/a |
Operating profit |
|
| 1.6 | - | n/a |
(1) Adjusted performance measures are stated before non-underlying items.
In the period from the acquisition at the beginning of March to 30 June 2025, Alunet external sales were £17.7 million. This represents growth of 36% compared to the corresponding period in 2024, driven by market share gains, particularly in Alunet Systems and Comp Door, which together represent c.75% of Alunet's sales.
Since the acquisition, Alunet Systems has secured new business with 10 Eurocell fabricators and successfully launched the Aluna+ aluminium window system in April, which complements the new Eurocell Iconiq aluminium roof lantern. As a result, we expect that sales will continue to build in H2. Comp Door has continued to acquire new installers, with the new Sleekskin door well received by the trade and we expect the business to benefit from cross-selling opportunities and supply chain synergies with Vista.
Alunet post-acquisition adjusted operating profit for H1 was £1.6 million, up £1.1 million on H1 2024.
The Corporate segment operating profit includes a further underlying charge of £0.1 million relating to the Alunet acquisition, comprising amortisation of acquired intangible assets and the unwind of discounting of future contingent consideration, and a non-underlying charge of £0.4 million relating to acquisition expenses.
OPERATING PROFIT
Adjusted operating profit for H1 was £10.1 million, up 9% on H1 2024. This reflects a strong contribution from Alunet and effective cost control, partially offset by lower organic volumes, competitive pressure on selling prices in the branches, labour cost inflation and targeted investment to maintain momentum in our strategic initiatives.
FINANCE COSTS AND TAXATION
Finance costs for H1 were £2.3 million, which includes incremental interest of approximately £0.6m arising on higher debt following the Alunet acquisition. Finance costs were £1.3 million in H1 2024.
The underlying tax charge for H1 2025 was £1.8 million (H1 2024: £1.9 million). The total tax charge for H1 2025 was £0.9 million (H1 2024: £1.8 million). The effective tax rate on underlying profit before tax for H1 2025 of 24% (H1 2024: 24%) is slightly lower than the standard tax rate for both periods of 25% due to the benefit of Patent Box relief.
We were pleased to retain the Fair Tax Mark accreditation in 2024, reflecting our commitment to paying the right amount of tax at the right time.
PROFIT BEFORE TAX AND EARNINGS PER SHARE
Adjusted profit before tax for H1 was £7.8 million, compared to £8.0 million in H1 2024, reflecting the increase in adjusted operating profit described above, offset by increased finance costs following the Alunet acquisition.
Reported profit before tax for H1 was £3.8 million (H1 2024: £7.6 million), reflecting the above less £4.0 million of non-underlying costs (H1 2024: £0.4 million).
Adjusted basic earnings per share for H1 were 6.0 pence and diluted earnings per share were 5.9 pence (H1 2024: both 5.6 pence). Total basic and diluted earnings per share were both 2.9 pence (H1 2024: both 5.3 pence).
DIVIDENDS AND SHARE BUYBACKS
The Board is committed to driving shareholder returns through a combination of an increasing ordinary dividend and supplementary distributions (currently via share buybacks) where appropriate, whilst always seeking to maintain a strong financial position. We have announced total shareholder returns of £7.3 million so far this year, as described below.
The £15 million share buyback programme beginning in January 2024 was completed in February 2025, with 10.7 million shares repurchased. A new buyback of up to £5 million was launched in March 2025, with (as of 1 September) 2.2 million shares purchased at a cost of £3.3 million, and we expect to complete this buyback during H2. Thereafter, we intend to continue share buybacks, subject to maintaining a strong financial position.
On 3 September 2025, the Board approved an interim dividend for the six months ended 30 June 2025 of 2.3 pence per share (£2.3 million), an increase of 5% compared to H1 2024. The interim dividend will be paid on 10 October 2025 to shareholders on the register at the close of business at 12 September 2025 and shares will be marked ex-dividend on 11 September 2025.
The retained earnings of Eurocell plc as at 30 June 2025 were £33.1 million. The Company takes steps to ensure distributable reserves are maintained at an appropriate level through intra-Group dividend flows.
CAPITAL EXPENDITURE
Capital expenditure for H1 2025 of £6.6 million (H1 2024: £4.5 million), includes £2.4 million for new branches and site relocations, but is otherwise largely maintenance in nature.
CASH FLOW
Net cash generated from operating activities for H1 2025 was £18.4 million (H1 2024: £21.9 million), including a net outflow from working capital of £0.9 million, comprised of a decrease in inventories (£0.8 million) and increases in receivables (£9.9 million) and payables (£8.2 million). This compares to a net inflow from working capital of £0.9 million in H1 2024. Net cash generated from operating activities also includes net tax paid in H1 of £1.3 million (H1 2024: £1.1 million).
Other cash flow items include payments for capital investments of £7.0 million (H1 2024: £5.0 million), including the net movement on capital creditors of £0.4 million, and financing costs paid of £0.9 million (H1 2024: £0.4 million), plus the initial Alunet cash consideration (net of cash acquired) of £20.2 million.
The principal elements of lease payments of £7.7 million (H1 2024: £7.0 million) are presented within cash flows arising from financing activities. The finance elements of lease payments were £1.3 million (H1 2024: £0.9 million).
Dividends of £3.9 million (being the 2024 final dividend) were paid to shareholders during H1 2025 (H1 2024: £3.8 million, being the 2023 final dividend). Under share buyback programmes in H1 2025, 1.9 million shares were repurchased for a total consideration (including transaction costs) of £3.0 million (H1 2024: £10.0 million).
NET DEBT
Net debt on a pre-IFRS 16 basis at 30 June 2025 was £29.0 million (30 June 2024: £4.3 million, 31 December 2024: £3.1 million), including deferred consideration for Alunet of £0.2 million. Lease liabilities increased by £10.3 million in H1 2025, due to new branches plus the properties and vehicles acquired with the Alunet Group. Reported net debt at 30 June 2025 was £98.7 million (30 June 2024: £60.9 million, 31 December 2024: £62.5 million).
| 30 June | 30 June | 31 December |
| 2025 | 2024 | 2024 |
| £m | £m | £m |
Cash | 6.4 | 1.5 | 0.4 |
Bank overdrafts | (1.6) | (1.4) | (3.0) |
Deferred consideration | (0.2) | - | - |
Borrowings | (33.6) | (4.4) | (0.5) |
Net debt (pre-IFRS 16) | (29.0) | (4.3) | (3.1) |
Lease liabilities | (69.7) | (56.6) | (59.4) |
Net debt (reported) | (98.7) | (60.9) | (62.5) |
BANK FACILITIES
Our activities are funded via our £75 million unsecured, sustainable Revolving Credit Facility, which matures in May 2027. The facility is provided by Barclays, NatWest and Bank of Ireland, and is competitively priced. In terms of sustainability, modest adjustments to the margin are applied based on our achievement against annual targets for usage of recycled material in our products, waste recycled and carbon emissions. We operate comfortably within the terms of the facility and in compliance with our financial covenants, which are measured on a pre-IFRS 16 basis.
PRINCIPAL RISKS AND UNCERTAINTIES
The principal risks and uncertainties faced by the Group are set out in the 2024 Annual Report (pages 58-62). These risks remain unchanged and are as follows:
· Macroeconomic and market conditions
· Cyber security
· Health and safety
· Supply chain risk
· Sustainability and climate change
· Managing change
· ERP system implementation
· Operational and regulatory compliance
Michael Scott
Chief Financial Officer
RESPONSIBILITY STATEMENT OF THE DIRECTORS IN RESPECT OF THE HALF YEAR REPORT
We confirm that to the best of the Directors' knowledge:
· The condensed set of financial statements has been prepared in accordance with UK-adopted International Accounting Standard 34 and;
· The interim management report includes a fair review of the information required by:
(a) DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and
(b) DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during that period; and any changes in the related party transactions described in the last Annual Report that could do so.
By Order of the Board
Darren Waters Michael Scott
Chief Executive Officer Chief Financial Officer
3 September 2025 3 September 2025
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the six months ended 30 June 2025
|
| Six months ended 30 June 2025 (Unaudited)
| Six months ended 30 June 2024 (Unaudited)
| Year ended 31 December 2024 (Audited) | ||||||
|
| |||||||||
|
| Underlying | (1) Non-underlying | Total | Underlying | (1) Non-underlying | Total | Underlying | (1) Non-underlying | Total |
| Note | £m | £m | £m | £m | £m | £m | £m | £m | £m |
Revenue | 6 | 193.2 | - | 193.2 | 175.7 | - | 175.7 | 357.9 | - | 357.9 |
Cost of sales | | (94.7) | - | (94.7) | (83.5) | - | (83.5) | (169.6) | - | (169.6) |
| | | | | | | | | | |
Gross profit | | 98.5 | - | 98.5 | 92.2 | - | 92.2 | 188.3 | - | 188.3 |
Distribution costs | | (13.7) | - | (13.7) | (12.6) | - | (12.6) | (25.7) | - | (25.7) |
Administrative expenses | | (74.7) | (4.0) | (78.7) | (70.3) | (0.4) | (70.7) | (139.8) | (6.2) | (146.0) |
| | | | | | | | | | |
Operating profit | 6 | 10.1 | (4.0) | 6.1 | 9.3 | (0.4) | 8.9 | 22.8 | (6.2) | 16.6 |
Finance expense | | (2.3) | - | (2.3) | (1.3) | - | (1.3) | (2.8) | - | (2.8) |
|
|
|
|
|
|
|
|
|
|
|
Profit before tax |
| 7.8 | (4.0) | 3.8 | 8.0 | (0.4) | 7.6 | 20.0 | (6.2) | 13.8 |
Taxation | 7 | (1.8) | 0.9 | (0.9) | (1.9) | 0.1 | (1.8) | (4.6) | 1.3 | (3.3) |
| | | | | | | | | | |
Profit for the period and total comprehensive income |
| 6.0 | (3.1) | 2.9 | 6.1 | (0.3) | 5.8 | 15.4 | (4.9) | 10.5 |
| | | | | | | | | | |
Basic earnings per share | 8 | 6.0p |
| 2.9p | 5.6p |
| 5.3p | 14.4p |
| 9.8p |
Diluted earnings per share | 8 | 5.9p |
| 2.9p | 5.6p |
| 5.3p | 14.3p |
| 9.7p |
(1) Non-underlying items are detailed in Note 5.
CONDENSED COnsolidated Statement of Financial Position
As at 30 June 2025
|
| 30 June 2025 | 30 June 2024 | 31 December 2024 |
|
| (Unaudited) | (Unaudited) | (Audited) |
| Note | £m | £m | £m |
Assets | | | | |
Non-current assets | | | | |
Property, plant and equipment | 9 | 63.8 | 59.5 | 60.5 |
Right-of-use assets | 9 | 65.0 | 53.7 | 54.3 |
Intangible assets | 9 | 39.9 | 15.2 | 14.6 |
| | | | |
Total non-current assets |
| 168.7 | 128.4 | 129.4 |
Current assets | | | | |
Inventories | | 52.5 | 48.0 | 47.2 |
Trade and other receivables | | 62.6 | 50.3 | 45.8 |
Corporation tax | | 2.0 | 0.2 | 1.0 |
Cash and cash equivalents | | 6.4 | 1.5 | 0.4 |
| | | | |
Total current assets |
| 123.5 | 100.0 | 94.4 |
|
|
|
|
|
Total assets |
| 292.2 | 228.4 | 223.8 |
Liabilities | | | | |
Current liabilities | | | | |
Trade and other payables | | (59.6) | (49.4) | (45.2) |
Contingent consideration | | (3.5) | - | - |
Deferred consideration | | (0.1) | - | - |
Lease liabilities | | (13.4) | (12.1) | (12.5) |
Bank overdraft | | (1.6) | (1.4) | (3.0) |
Provisions | | (0.5) | (0.2) | (0.4) |
Corporation tax | | (0.6) | - | - |
| | | | |
Total current liabilities |
| (79.3) | (63.1) | (61.1) |
Non-current liabilities | | | | |
Borrowings | | (33.6) | (4.4) | (0.5) |
Contingent consideration | | (8.4) | - | - |
Deferred consideration | | (0.1) | - | - |
Lease liabilities | | (56.3) | (44.5) | (46.9) |
Provisions | | (1.5) | (1.3) | (1.3) |
Deferred tax | | (9.7) | (8.3) | (8.6) |
| | | | |
Total non-current liabilities |
| (109.6) | (58.5) | (57.3) |
|
|
|
|
|
Total liabilities |
| (188.9) | (121.6) | (118.4) |
|
|
|
|
|
Net assets |
| 103.3 | 106.8 | 105.4 |
Equity attributable to equity holders of the Parent | | | | |
Share capital | | 0.1 | 0.1 | 0.1 |
Share premium account | | 22.2 | 22.2 | 22.2 |
Treasury shares | | - | (0.8) | (2.0) |
Share-based payment reserve | | 2.4 | 1.4 | 2.3 |
Share buyback reserve (1) | | - | (1.3) | - |
Retained earnings | | 78.6 | 85.2 | 82.8 |
| | | | |
Total equity |
| 103.3 | 106.8 | 105.4 |
(1) Share buyback reserve is a holding reserve for shares awaiting cancellation as part of the share buyback programme.
CONDENSED Consolidated Cash Flow Statement
For the six months ended 30 June 2025
| | Six months ended 30 June 2025 | Six months ended 30 June 2024 | Year ended 31 December 2024 |
| | (Unaudited) | (Unaudited) | (Audited) |
| Note | £m | £m | £m |
Cash generated from operations | 11 |
19.7 | 23.0 | 47.2 |
Income taxes paid | | (1.3) | (1.1) | (3.0) |
| | | | |
Net cash generated from operating activities | | 18.4 | 21.9 | 44.2 |
Investing activities | | | | |
Purchase of property, plant and equipment | | (6.9) | (5.0) | (10.2) |
Purchase of intangible assets | | (0.1) | - | (0.1) |
Acquisition of subsidiaries (net of cash acquired) | | (20.2) | - | - |
| | | | |
Net cash used in investing activities | | (27.2) | (5.0) | (10.3) |
| |
|
|
|
Financing activities | | | | |
Purchase of own shares held as treasury shares | | - | - | (1.9) |
Share buyback | | (3.0) | (10.0) | (12.6) |
Exercise of share options | | - | - | (0.1) |
Proceeds from bank borrowings | | 33.0 | 5.0 | 1.0 |
Bank borrowings arrangement costs | | - | (0.1) | - |
Principal elements of lease payments | | (7.7) | (7.0) | (14.4) |
Finance elements of lease payments | | (1.3) | (0.9) | (2.1) |
Finance expense paid | | (0.9) | (0.4) | (0.7) |
Dividends paid to equity shareholders | | (3.9) | (3.8) | (6.1) |
| | | | |
Net cash generated from / (used in) financing activities | | 16.2 | (17.2) | (36.9) |
| |
|
|
|
Net increase / (decrease) in cash and cash equivalents (1) | | 7.4 | (0.3) | (3.0) |
| |
|
|
|
Cash and cash equivalents (1) at beginning of period | | (2.6) | 0.4 | 0.4 |
| | | | |
Cash and cash equivalents (1) at end of period | | 4.8 | 0.1 | (2.6) |
(1) Cash and cash equivalents includes bank overdrafts.
CONDENSED Consolidated Statement of Changes in Equity
For the six months ended 30 June 2025 (Unaudited) |
| Share |
| Share-based | Share |
|
|
Share | premium | Treasury | payment | buyback | Retained | Total | |
| capital | account | shares | reserve | reserve | earnings | equity |
| £m | £m | £m | £m | £m | £m | £m |
Balance at 1 January 2025 | 0.1 | 22.2 | (2.0) | 2.3 | - | 82.8 | 105.4 |
|
|
|
|
|
|
|
|
Comprehensive income for the period | | | | | | | |
Profit for the period | - | - | - | - | - | 2.9 | 2.9 |
Total comprehensive income for the period | - | - | - | - | - | 2.9 | 2.9 |
|
|
|
|
|
|
|
|
Contributions by and distributions to owners | | | | | | | |
Share-based payments | - | - | - | 0.8 | - | - | 0.8 |
Exercise of share options | - | - | 0.9 | (0.7) | - | (0.2) | - |
Alunet acquisition | - | - | 1.1 | - | - | - | 1.1 |
Purchase of own shares | - | - | - | - | (2.9) | (0.1) | (3.0) |
Cancellation of shares | - | - | - | - | 2.9 | (2.9) | - |
Dividends paid | - | - | - | - | - | (3.9) | (3.9) |
| | | | | | | |
Total transactions with owners recognised directly in equity | - | - | 2.0 | 0.1 | - | (7.1) | (5.0) |
|
|
|
|
|
|
|
|
Balance at 30 June 2025 | 0.1 | 22.2 | - | 2.4 | - | 78.6 | 103.3 |
| | | | | | | |
For the six months ended 30 June 2024 (Unaudited) |
| Share |
| Share-based | Share |
|
|
Share | premium | Treasury | payment | buyback | Retained | Total | |
| capital | account | shares | reserve | reserve | earnings | equity |
| £m | £m | £m | £m | £m | £m | £m |
Balance at 1 January 2024 | 0.1 | 22.2 | (0.1) | 0.9 | - | 91.2 | 114.3 |
|
|
|
|
|
|
|
|
Comprehensive income for the period | | | | | | | |
Profit for the period | - | - | - | - | - | 5.8 | 5.8 |
Total comprehensive income for the period | - | - | - | - | - | 5.8 | 5.8 |
|
|
|
|
|
|
|
|
Contributions by and distributions to owners | | | | | | | |
Share-based payments | - | - | - | 0.5 | - | - | 0.5 |
Exercise of share options | - | - | 0.1 | - | - | (0.1) | - |
Purchase of own shares | - | - | (0.8) | - | (9.1) | (0.1) | (10.0) |
Cancellation of shares | - | - | - | - | 7.8 | (7.8) | - |
Dividends paid | - | - | - | - | - | (3.8) | (3.8) |
|
|
|
|
|
|
|
|
Total transactions with owners recognised directly in equity | - | - | (0.7) | 0.5 | (1.3) | (11.8) | (13.3) |
|
|
|
|
|
|
|
|
Balance at 30 June 2024 | 0.1 | 22.2 | (0.8) | 1.4 | (1.3) | 85.2 | 106.8 |
For the year ended 31 December 2024 (Audited) |
| Share |
| Share-based | Share |
|
|
| Share | premium | Treasury | payment | buyback | Retained | Total |
| capital | account | shares | reserve | reserve | earnings | equity |
| £m | £m | £m | £m | £m | £m | £m |
Balance at 1 January 2024 | 0.1 | 22.2 | (0.1) | 0.9 | - | 91.2 | 114.3 |
|
|
|
|
|
|
|
|
Comprehensive income for the year | | | | | | | |
Profit for the year | - | - | - | - | - | 10.5 | 10.5 |
| | | | | | | |
Total comprehensive income for the year | - | - | - | - | - | 10.5 | 10.5 |
|
|
|
|
| | | |
Contributions by and distributions to owners | | | | | | | |
Exercise of share options | - | - | - | (0.1) | - | (0.2) | (0.3) |
Share-based payments | - | - | - | 1.5 | - | - | 1.5 |
Purchase of own shares | - | - | (1.9) | - | (12.4) | (0.2) | (14.5) |
Cancellation of shares | - | - | - | - | 12.4 | (12.4) | - |
Dividends paid | - | - | - | - | - | (6.1) | (6.1) |
| | | | | | | |
Total transactions with owners recognised directly in equity | - | - | (1.9) | 1.4 | - | (18.9) | (19.4) |
|
|
|
|
|
|
|
|
Balance at 31 December 2024 | 0.1 | 22.2 | (2.0) | 2.3 | - | 82.8 | 105.4 |
| | | | | | | |
EXPLANATORY NOTES
1 GENERAL INFORMATION AND BASIS OF PREPARATION
Eurocell plc (the 'Company') and its subsidiaries (together the 'Group') is a publicly listed company incorporated and domiciled in England, United Kingdom. The registered office is Eurocell Head Office and Distribution Centre, High View Road, South Normanton, Alfreton, Derbyshire, DE55 2DT.
The Group is principally engaged in the extrusion of PVC window and building products to the new and replacement window market and the sale of building materials across the UK.
The half year report for the six months ended 30 June 2025 reflects the results of the Company and its subsidiaries. It has been prepared in accordance with UK-adopted IAS 34 Interim Financial Reporting and the Disclosure and Transparency rules of the United Kingdom's Financial Conduct Authority, and includes the condensed consolidated interim financial statements (the 'interim financial statements').
The interim financial statements do not constitute statutory accounts as defined in Section 434 of the Companies Act 2006. They do not include all the information required for full financial statements and should be read in conjunction with the 2024 Annual Report, which was prepared in accordance with UK-adopted international accounting standards and with the requirements of the Companies Act 2006.
The comparative figures for the year ended 31 December 2024 have been extracted from the Group's audited financial statements for that year. Those financial statements are included in the 2024 Annual Report and have been delivered to the Registrar of Companies. The auditor's report was (i) unqualified, (ii) did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their audit report, and (iii) did not contain a statement under Section 498 (2) or (3) of the Companies Act 2006.
The interim financial statements are unaudited, but have been reviewed by the auditors in accordance with the Auditing Practices Board guidance on Review of Interim Financial Information.
The Group is affected by seasonality. Sales are usually slower during the first quarter of the year, with September to November typically representing the peak sales period for the Group. Demand in the second half of the year is therefore usually higher than in the first half.
The half year report was approved by the Board of Directors on 3 September 2025.
2 GOING CONCERN
The interim financial statements have been prepared on a going concern basis.
The Group funds its activities through a £75 million Revolving Credit Facility ('RCF'), provided by Barclays, NatWest and Bank of Ireland, which matures in May 2027. The facility includes two key financial covenants, which are tested at 30 June and 31 December on a pre-IFRS 16 basis. These are that net debt should not exceed 3 times adjusted EBITDA (Leverage), and that adjusted EBITDA should be at least 4 times the interest charge on the debt (Interest Cover).
At 30 June 2025 the Group has complied with all of its covenants, and it expects to do so for the next measurement period, being 31 December 2025, and going forward.
In assessing going concern, the Directors have considered financial projections for the period to December 2027, which is consistent with the Board's strategic planning horizon and reflects a period of at least 12 months from the date of approval of the interim financial statements. These forecasts have been compiled based on the best estimates of the Group's commercial and operational teams. This includes a severe but plausible downside scenario, which reflects demand for the Group's products being severely weakened. The Directors have also assumed that the Group successfully renews its RCF facility within the assessment period.
In all scenarios tested, including sensitivities reducing sales forecasts to 10% below management's estimates for the period 2025 - 27, key raw material prices increasing by 33% over that period and both scenarios combined, the Group operates with significant headroom on its RCF facility and remains compliant with its original covenants.
After reviewing the Group's projected financial performance and financing arrangements, the Directors consider that the Group has adequate resources to continue operating and that it is therefore appropriate to continue to adopt the going concern basis in preparing this half year report.
3 ACCOUNTING POLICIES AND ESTIMATES
The interim financial statements have been prepared in accordance with the accounting policies and presentation that were applied in the Group's audited financial statements for the year ended 31 December 2024.
A number of new or amended accounting standards became applicable for the current reporting period. The adoption of these standards did not lead the Group to change its accounting policies or make retrospective adjustments. The Group does not intend to adopt any standard, revision or amendment before the required implementation date.
Critical accounting estimates and judgements
The preparation of the interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. The significant judgements, estimates and assumptions relevant to the preparation of the interim financial statements are consistent with those described on page 137 of the 2024 Annual Report.
4 FINANCIAL INSTRUMENTS
The Group is exposed to financial risks through its use of the following financial instruments:
· Trade and other receivables
· Cash and cash equivalents
· Deferred and contingent consideration
· Trade and other payables
· Bank overdrafts and floating-rate bank loans
· Lease liabilities
The relevant financial risks are: credit risk, market risk, foreign exchange risk and liquidity risk.
The Group estimates that the fair value of these financial assets and liabilities is approximate to their carrying amount. Further information in relation to the Group's exposure to financial risks is included on pages 137 to 140 of the 2024 Annual Report.
5 NON-UNDERLYING ITEMS
Amounts included in the Consolidated Statement of Comprehensive Income are as follows:
| Six months | Six months | Year |
| ended | ended | ended |
| 30 June 2025 | 30 June 2024 | 31 December 2024 |
| (Unaudited) | (Unaudited) | (Audited) |
| £m | £m | £m |
| | | |
Restructuring costs | 1.4 | - | - |
Asset impairment charges | - | - | 3.2 |
Strategic IT expenses | 2.2 | 0.4 | 2.2 |
Acquisition costs | 0.4 | - | 0.8 |
| | | |
Total non-underlying expenses | 4.0 | 0.4 | 6.2 |
| | | |
Taxation | (0.9) | (0.1) | (1.3) |
| | | |
Impact on profit after tax | 3.1 | 0.3 | 4.9 |
Restructuring costs
A restructuring of the Branch Network commenced in January 2025, with the removal of a layer of regional operational management, a reduction in the size of the salesforce and closure of a small number of underperforming branches. In total 36 roles were impacted at a cost of £1.4 million, comprising redundancy costs and related asset impairments.
Strategic IT expenses
Strategic IT expenses of £2.2 million (H1 2024: £0.4 million; FY 2024: £2.2 million) relate to costs incurred on strategic IT projects involving 'Software as a Service' arrangements and internal resourcing costs which are expensed as incurred rather than being capitalised as intangible assets.
Such items are considered to be non-underlying in nature because they relate to multi-year programmes to deliver strategic IT implementations which are material in size. In 2024/25, our strategic IT projects comprise the replacement of our Enterprise Resource Planning ('ERP') system, including a new trade counter system for the Branch Network. The expected cost of the system replacement is in the region of £10 million over the 2024-26 period.
Acquisition costs
In March 2025, the Group completed the acquisition of the Alunet Group. Acquisition-related expenses of £1.2 million were incurred in the process (H1 2024: £nil; FY 2024: £0.8 million), comprising deal advisory, legal and due diligence costs.
Asset impairment charges
The right-of-use asset impairment charge arose in 2024 following a dispute with the landlord at a secondary warehouse in Derbyshire, where there was significant deterioration to the flooring. Following legal advice, the Group terminated the lease. The landlord contested the termination and issued proceedings for unpaid rent. A mediation process is underway, with the potential for a court case to follow if this is unsuccessful.
The Group determined that the landlord issuing legal proceedings represented an impairment trigger for the right-of-use asset, which had a net book value of £3.2 million at that time. With the site not in condition for use and the outcome of the dispute uncertain, the lease asset was impaired in full in 2024 (a non-cash item). The net book value of the lease liability at 31 December 2024 was £3.1 million. The Group expects the landlord to incur the cost of remediation, and therefore no further liability was recognised. The impairment may be reversed in future periods, or the liability released, depending on the outcome of the dispute.
Impact on cash flow
Of the £4.0 million non-underlying expenses recognised in H1 2025, £3.8 million was settled in cash at 30 June 2025 and £(0.1) million related to the reversal of non-cash items. The remaining £0.3 million will be settled within the next twelve months. All of the non-underlying expenses incurred in H1 2024 were settled in cash at 30 June 2024.
6 SEGMENTAL INFORMATION
The Group organises itself into a number of operating segments that offer different products and services. They are managed separately because each business requires different technology and marketing strategies. Internal reporting provided to the chief operating decision-maker, which has been identified as the executive management team including the Chief Executive and the Chief Financial Officer, reflects this structure.
The Group has aggregated its operating segments into four reported segments, as these business units have similar products, production processes, types of customer, methods of distribution, regulatory environments and economic characteristics:
· Profiles - extrusion and sale of PVC window and building products to the new and replacement market in the UK. This segment includes Vista Panels, S&S Plastics and Eurocell Recycle.
· Building Plastics - sale of plastic building materials through the Branch Network substantially all in the UK.
· Alunet - sale of aluminium window and composite door products to the new and replacement market in the UK. This segment includes Alunet Systems, Comp Door, JDUK and UK Doors (Midlands).
· Corporate - represents income and costs relating to the ultimate parent company and includes the assets and related amortisation in respect of acquired intangible assets.
Inter-segmental sales, which are eliminated on consolidation, are transacted on an arm's-length basis and principally relate to manufactured products distributed by the Building Plastics division.
Six months ended 30 June 2025 (Unaudited) | | Building |
| Corporate | Total | ||||
| Profiles | Plastics | Alunet | ||||||
| £m | £m | £m | £m | £m | ||||
Revenue | | | | | | ||||
Total revenue | 104.3 | 102.4 | 17.7 | - | 224.4 | ||||
Inter-segmental revenue | (31.0) | (0.2) | - | - | (31.2) | ||||
| | | | | | ||||
Total revenue from external customers | 73.3 | 102.2 | 17.7 | - | 193.2 | ||||
|
|
|
|
|
| ||||
Adjusted EBITDA | 14.8 | 6.0 | 1.9 | 0.5 | 23.2 | ||||
Amortisation of intangible assets | - | - | - | (0.6) | (0.6) | ||||
Depreciation of property, plant and equipment | (3.4) | (0.8) | (0.2) | (0.5) | (4.9) | ||||
Depreciation of right-of-use assets | (3.1) | (4.3) | (0.1) | (0.1) | (7.6) | ||||
| | | | | | ||||
Adjusted operating profit/(loss) | 8.3 | 0.9 | 1.6 | (0.7) | 10.1 | ||||
|
|
|
|
|
| ||||
Non-underlying operating expenses | (1.3) | (2.3) | - | (0.4) | (4.0) | ||||
|
|
|
|
|
| ||||
Operating profit/(loss) | 7.0 | (1.4) | 1.6 | (1.1) | 6.1 | ||||
|
|
|
|
|
| ||||
Finance expense | | | | | (2.3) | ||||
| | | | | | ||||
Profit before tax | | | | | 3.8 | ||||
Six months ended 30 June 2024 (Unaudited) | | Building |
| Corporate | Total | ||||
| Profiles | Plastics | Alunet | ||||||
| £m | £m | £m | £m | £m | ||||
Revenue | | | | | | ||||
Total revenue | 105.3 | 103.3 | - | - | 208.6 | ||||
Inter-segmental revenue | (32.7) | (0.2) | - | - | (32.9) | ||||
| | | | | | ||||
Total revenue from external customers | 72.6 | 103.1 | - | - | 175.7 | ||||
|
|
|
|
|
| ||||
Adjusted EBITDA | 15.4 | 6.7 | - | (0.3) | 21.8 | ||||
Amortisation of intangible assets | - | - | - | (0.6) | (0.6) | ||||
Depreciation of property, plant and equipment | (3.8) | (0.6) | - | (0.4) | (4.8) | ||||
Depreciation of right-of-use assets | (3.1) | (3.9) | - | (0.1) | (7.1) | ||||
| | | | | | ||||
Adjusted operating profit/(loss) | 8.5 | 2.2 | - | (1.4) | 9.3 | ||||
|
|
|
|
|
| ||||
Non-underlying operating expenses | - | (0.4) | - | - | (0.4) | ||||
|
|
|
|
|
| ||||
Operating profit/(loss) | 8.5 | 1.8 | - | (1.4) | 8.9 | ||||
|
|
|
|
|
| ||||
Finance expense | | | | | (1.3) | ||||
| | | | | | ||||
Profit before tax | | | | | 7.6 | ||||
Year ended 31 December 2024 (Audited) | Profiles | Building Plastics |
Alunet | Corporate | Total |
| £m | £m | £m | £m | £m |
|
|
|
|
|
|
Revenue | | | | | |
Total revenue | 209.8 | 212.3 | - | - | 422.1 |
Inter-segmental revenue | (63.7) | (0.5) | - | - | (64.2) |
| | | | | |
Total revenue from external customers | 146.1 | 211.8 | - | - | 357.9 |
|
|
|
|
|
|
Adjusted EBITDA | 33.3 | 15.7 | - | (0.9) | 48.1 |
Amortisation of intangible assets | - | - | - | (1.3) | (1.3) |
Depreciation of property, plant and equipment | (7.5) | (1.3) | - | (0.8) | (9.6) |
Depreciation of right-of-use assets | (6.4) | (7.9) | - | (0.1) | (14.4) |
| | | | | |
Adjusted operating profit/(loss) | 19.4 | 6.5 | - | (3.1) | 22.8 |
| | | | | |
Non-underlying operating expenses | (4.8) | (1.4) | - | - | (6.2) |
| | | | | |
Operating profit/(loss) | 14.6 | 5.1 | - | (3.1) | 16.6 |
| | | | | |
Finance expense | | | | | (2.8) |
| | | | | |
Profit before tax | | | | | 13.8 |
As at 30 June 2025 (Unaudited)
| | Building |
| Corporate | Total |
Profiles | Plastics | Alunet | |||
| £m | £m | £m | £m | £m |
|
|
|
|
|
|
Segment assets | 126.2 | 100.7 | 22.7 | 42.6 | 292.2 |
Segment liabilities | (53.1) | (62.6) | (11.9) | (17.4) | (145.0) |
Borrowings | | | | | (33.6) |
Corporation tax | | | | | (0.6) |
Deferred tax | | | | | (9.7) |
| | | | | |
Total liabilities |
|
|
|
| (188.9) |
| | | | |
|
Total net assets | | | | | 103.3 |
As at 30 June 2024 (Unaudited) | | Building |
| Corporate | Total |
Profiles | Plastics | Alunet | |||
| £m | £m | £m | £m | £m |
|
|
|
|
|
|
Segment assets | 127.7 | 85.0 | - | 15.7 | 228.4 |
Segment liabilities | (53.6) | (50.7) | - | (4.6) | (108.9) |
Borrowings | | | | | (4.4) |
Deferred tax | | | | | (8.3) |
| | | | | |
Total liabilities |
|
|
|
| (121.6) |
| | | | |
|
Total net assets | | | | | 106.8 |
As at 31 December 2024 (Audited)
| Profiles | Building Plastics |
Alunet | Corporate | Total |
| £m | £m | £m | £m | £m |
| | | | | |
Segment assets | 122.3 | 84.0 | - | 17.5 | 223.8 |
Segment liabilities | (53.2) | (48.9) | - | (7.2) | (109.3) |
Borrowings | | | | | (0.5) |
Deferred tax liability | | | | | (8.6) |
| | | | | |
Total liabilities |
|
|
|
| (118.4) |
| | | | | |
Total net assets |
|
|
|
| 105.4 |
Geographical information
| Six months ended 30 June 2025 (Unaudited) | Six months ended 30 June 2024 (Unaudited) | Year ended 31 December 2024 (Audited) | |||
| Revenue £m | Non-current assets £m | Revenue £m | Non-current assets £m | Revenue £m | Non-current assets £m |
| | | | | | |
United Kingdom | 192.0 | 168.7 | 174.7 | 128.4 | 355.8 | 129.4 |
Republic of Ireland | 1.2 | - | 1.0 | - | 2.1 | - |
| | | | | | |
Total | 193.2 | 168.7 | 175.7 | 128.4 | 357.9 | 129.4 |
|
|
|
|
|
|
|
As at 30 June 2025 the Group employed 2,040 people in the UK, and 7 people in the Republic of Ireland.
7 TAXATION
| Six months | Six months | Year |
| ended | ended | ended |
| 30 June | 30 June | 31 December |
| 2025 | 2024 | 2024 |
| (Unaudited) | (Unaudited) | (Audited) |
| £m | £m | £m |
Current tax |
|
|
|
Current tax on profit for the period | 0.6 | 1.6 | 3.0 |
Adjustments in respect of prior years | - | (0.1) | (0.3) |
| | | |
Total current tax | 0.6 | 1.5 | 2.7 |
|
|
|
|
Deferred tax |
|
|
|
Origination and reversal of temporary differences | 0.3 | 0.1 | 0.4 |
Adjustment in respect of prior years | - | 0.2 | 0.2 |
|
|
|
|
Total deferred tax | 0.3 | 0.3 | 0.6 |
|
|
|
|
Total tax expense | 0.9 | 1.8 | 3.3 |
The reasons for the difference between the actual current tax charge for the period and the standard rate of corporation tax in the United Kingdom applied to profits for the period are as follows:
| Six months | Six months | Year |
| ended | ended | ended |
| 30 June | 30 June | 31 December |
| 2025 | 2024 | 2024 |
| (Unaudited) | (Unaudited) | (Audited) |
| £m | £m | £m |
|
|
|
|
Profit before tax | 3.8 | 7.6 | 13.8 |
|
|
|
|
Expected tax expense based on the standard rate of corporation tax in the UK of 25% (2024: 25%) | 0.9 | 1.9 | 3.4 |
|
| | |
Expenses not deductible for tax purposes | 0.2 | - | 0.6 |
Patent Box claim | (0.2) | (0.2) | (0.4) |
Adjustments in respect of prior years | - | (0.2) | (0.3) |
Deferred tax impact of share-based payments | 0.3 | - | 0.4 |
Tax effect of accelerated capital allowances | (0.6) | - | (1.0) |
|
|
|
|
Current tax expense | 0.6 | 1.5 | 2.7 |
The reasons for the difference between the total tax charge for the period and the standard rate of corporation tax in the United Kingdom applied to profits for the period are as follows:
| Six months | Six months | Year |
| ended | ended | ended |
| 30 June | 30 June | 31 December |
| 2025 | 2024 | 2024 |
| (Unaudited) | (Unaudited) | (Audited) |
| £m | £m | £m |
|
|
|
|
Profit before tax | 3.8 | 7.6 | 13.8 |
|
|
|
|
Expected tax expense based on the standard rate of corporation tax in the UK of 25% (2024: 25%) | 0.9 | 1.9 | 3.4 |
|
| | |
Expenses not deductible for tax purposes | 0.2 | - | 0.4 |
Patent Box claim | (0.2) | (0.2) | (0.4) |
Adjustments to tax charge in respect of prior years | - | 0.1 | (0.1) |
|
|
|
|
Total tax expense | 0.9 | 1.8 | 3.3 |
Changes in tax rates and factors affecting the future tax charge
In calculating the half year tax charge, the expected effective tax rate for the full year has been applied to the half year underlying profit, with the exception of the remeasurement of deferred tax liabilities, which has been applied in full.
There are no material uncertain tax provisions.
Tax included in Other Comprehensive Income
The tax credit arising on share-based payments within Other Comprehensive Income is £nil (2024: £nil).
Based on the current investment plans of the Group, and assuming the rates of capital allowances on capital expenditure continue into the future, there is little prospect of any significant part of the deferred tax liability becoming payable over the next three years.
Tax residency
Eurocell plc and its subsidiaries are all registered in the United Kingdom and are resident in the UK for tax purposes. The Group has two branches in the Republic of Ireland, with combined annual revenues of c.£2 million (2024: £2.1 million), total assets of less than £50,000 (2024: less than £50,000) and seven (2024: nine) full time employees. For tax purposes these two trading locations form a single branch within Eurocell Building Plastics Limited, and therefore any profits generated are subject to tax in the Republic of Ireland.
The tax charge in relation to the Group's Republic of Ireland operations in 2024 was €600 and tax payments of €600 were made during the year. The reason for the difference between the tax charge for the year and the standard rate of corporation tax in Ireland applied to the profits for the year is due to utilisation of losses brought forward. No deferred tax assets are recognised on unutilised losses due to the uncertainty of future profits in the Republic of Ireland.
8 EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the net profit for the period attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period, excluding treasury shares. Adjusted earnings per share excludes the impact of non-underlying items.
Diluted earnings per share is calculated by adjusting the earnings and number of shares for the effects of dilutive options. In the event that a loss is recorded for the period, share options are not considered to have a dilutive effect.
| Six months | Six months | Year | ||
| ended | ended | ended | ||
| 30 June | 30 June | 31 December | ||
| 2025 | 2024 | 2024 | ||
| (Unaudited) | (Unaudited) | (Audited) | ||
| £m | £m | £m | ||
|
|
|
| ||
Profit attributable to ordinary shareholders excluding non-underlying items | 6.0 | 6.1 | 15.4 | ||
Profit attributable to ordinary shareholders | 2.9 | 5.8 | 10.5 | ||
| | | | ||
|
|
|
| ||
| Number | Number | Number | ||
|
|
|
| ||
Weighted average number of shares - basic | 100,585,880 | 109,684,688 | 106,455,702 | ||
Dilutive impact of share options granted | 684,490 | 96,520 | 1,339,708 | ||
| | | | ||
Weighted average number of shares - diluted | 101,270,370 | 109,781,208 | 107,795,410 | ||
| | | | ||
| Six months | Six months | Year | ||
| ended | ended | ended | ||
| 30 June | 30 June | 31 December | ||
| 2025 | 2024 | 2024 | ||
| (Unaudited) | (Unaudited) | (Audited) | ||
| Pence | Pence | Pence | ||
Basic earnings per share | 2.9 | 5.3 | 9.8 | ||
Adjusted basic earnings per share | 6.0 | 5.6 | 14.4 | ||
Diluted earnings per share | 2.9 | 5.3 | 9.7 | ||
Adjusted diluted earnings per share | 5.9 | 5.6 | 14.3 | ||
9 NON-CURRENT ASSETS
| Property, plant and equipment | Right-of-use assets | Intangible assets |
| £m | £m | £m |
| | | |
At 31 December 2024 | 60.5 | 54.3 | 14.6 |
Additions | 6.5 | 15.1 | 0.1 |
Added on acquisition | 1.9 | 3.4 | 25.8 |
Impairment | - | (0.2) | - |
Disposals | (0.2) | - | - |
Depreciation and amortisation | (4.9) | (7.6) | (0.6) |
| | | |
At 30 June 2025 | 63.8 | 65.0 | 39.9 |
10 DIVIDENDS
| Six months | Six months | Year |
| ended | ended | ended |
| 30 June | 30 June | 31 December |
| 2025 | 2024 | 2024 |
| (Unaudited) | (Unaudited) | (Audited) |
| £m | £m | £m |
|
|
|
|
Dividends paid during the period |
|
|
|
Interim dividend for 2024 of 2.2p per share | - | - | 2.3 |
Final dividend for 2024 of 3.9p per share (2023: 3.5p per share) | 3.9 | 3.8 | 3.8 |
| | | |
| 3.9 | 3.8 | 6.1 |
|
|
|
|
Dividends proposed |
|
|
|
Interim dividend for H1 2025 of 2.3p per share (H1 2024: 2.2p per share) | 2.3 | 2.3 | - |
Final dividend for 2024 of 3.9p per share | - | - | 4.0 |
| | | |
| 2.3 | 2.3 | 4.0 |
11 RECONCILIATION OF PROFIT AFTER TAX TO CASH GENERATED FROM OPERATIONS
| Six months | Six months | Year |
| ended | ended | ended |
| 30 June | 30 June | 31 December |
| 2025 | 2024 | 2024 |
| (Unaudited) | (Unaudited) | (Audited) |
| £m | £m | £m |
| | | |
Profit after tax | 2.9 | 5.8 | 10.5 |
Taxation | 0.9 | 1.8 | 3.3 |
Finance expense | 2.3 | 1.3 | 2.8 |
| | | |
Operating profit | 6.1 | 8.9 | 16.6 |
|
|
|
|
Adjustments for: | | | |
Depreciation of property, plant and equipment | 4.9 | 4.8 | 9.6 |
Depreciation of right-of-use assets | 7.6 | 7.1 | 14.4 |
Amortisation of intangible assets | 0.6 | 0.6 | 1.3 |
Impairment of tangible and right-of-use assets | 0.2 | - | 3.2 |
Loss on sale of tangible fixed assets | 0.2 | - | 0.4 |
Share-based payments | 0.8 | 0.5 | 1.5 |
Decrease/(increase) in inventories | 0.8 | (1.3) | (0.5) |
Increase in trade and other receivables | (9.9) | (5.7) | (3.4) |
Increase in trade and other payables | 8.2 | 7.9 | 3.7 |
Increase in provisions | 0.2 | 0.2 | 0.4 |
| | | |
Cash generated from operations | 19.7 | 23.0 | 47.2 |
12 ACQUISITION OF SUBSIDIARIES
On 7 March 2025 the Group acquired 100% of the ordinary share capital of Alunet Systems Limited, Comp Door Limtied, JD (UK) Investments Limited, JD (UK) Limited and UK Doors (Midlands) Limited, together "the Alunet Group", for an initial consideration of £21.9 million. Of the initial consideration, £1.1 million was in the form of ordinary shares in Eurocell plc and satisfied out of shares held in treasury, with the remainder paid in cash. Further consideration of up to £13.1 million is payable over the next four years, contingent upon future performance. The Group's current best estimate of the present value of the future amounts payable is £11.9 million.
Goodwill represents potential synergies arising from the enlarged group. The amount of goodwill deductible for tax purposes is £nil.
A provisional assessment of the value of net assets acquired has been completed. The Group has 12 months from the date of the acquisition to revise this assessment. The Goodwill recognised for the combined Alunet Group has been estimated initially as follows:
|
| Book values on acquisition | Fair value adjustment | Recognised values on acquisition |
Total acquired assets and liabilities |
| £m | £m | £m |
|
|
|
|
|
Intangible assets | | - | 2.0 | 2.0 |
Property, plant and equipment | | 1.9 | - | 1.9 |
Right-of-use assets | | 3.4 | - | 3.4 |
Inventories | | 5.5 | 0.6 | 6.1 |
Trade and other receivables | | 7.5 | (0.2) | 7.3 |
Cash and cash equivalents | | 0.6 | - | 0.6 |
Trade and other payables | | (6.9) | - | (6.9) |
Lease liabilities | | (3.1) | - | (3.1) |
Provisions | | - | (0.1) | (0.1) |
Corporation tax | | (0.3) | - | (0.3) |
Deferred tax | | (0.1) | (0.6) | (0.7) |
| | | | |
Identifiable assets and liabilities |
| 8.5 | 1.7 | 10.2 |
| | | | |
Cash consideration paid | | | | 20.8 |
Equity issued as consideration | | | | 1.1 |
Present value of deferred consideration | | | | 0.2 |
Present value of contingent consideration | | | | 11.9 |
| | | | |
Total consideration |
|
|
| 34.0 |
| | | | |
Goodwill on acquisition |
|
|
| 23.8 |
Cash flows arising on the acquisition were £20.2 million comprising the initial cash consideration paid less cash acquired.
Fair value adjustments
· The adjustment to intangible assets is to recognise intangible assets in respect of customer relationships and has been valued using discounted cash flows.
· The adjustment to inventories is to reflect the fair value of finished goods acquired.
· The adjustment to trade receivables is a bad debt provision which has been made as part of the fair value exercise.
· The adjustment to provisions is to recognise a dilapidations provision in respect of the leased premises.
· The adjustment to deferred taxation is to recognise the deferred tax liability arising on the intangible assets.
Subsequent payments
Under the terms of the acquisition agreement, the vendors are entitled to further cash consideration based on financial performance for the years ended 31 December 2025-28. An element of this further consideration is of certain amount and timing and has therefore been recognised as deferred consideration (£0.2 million). The remaining consideration is dependent upon future performance and has therefore been classified as contingent consideration. The estimated amount of contingent consideration is £12.9 million, and a liability for the present value of this amount has been recognised within Current and Non-Current Liabilities (in total £11.9 million). The discount will be unwound through Finance Expense in the Consolidated Statement of Comprehensive Income.
Acquisition-related costs
The Group incurred acquisition-related costs of £0.4 million in H1 2025 in relation to professional fees and transaction costs arising upon acquisition. Costs of £0.8 million were incurred in the year ending 31 December 2024. These costs have been expensed to the Consolidated Statement of Comprehensive Income in the relevant periods.
13 BORROWINGS
The book and fair value of borrowings are as follows:
| Six months ended 30 June 2025 (Unaudited) | Six months ended 30 June 2024 (Unaudited) | Year ended 31 December 2024 (Audited) | |||
| Book value £m | Fair value £m | Book value £m | Fair value £m | Book value £m | Fair value £m |
| | | | | | |
Non-current |
|
|
|
|
|
|
Bank borrowings unsecured | 33.6 | 33.6 | 4.4 | 4.4 | 0.5 | 0.5 |
Borrowings of £34.0 million were drawn down at 30 June 2025 (30 June 2024: £5.0 million; 31 December 2024 £1.0 million). The average drawdown on the facility during the period ended 30 June 2025 was £29.0 million (30 June 2024: £2.7 million; 31 December 2024: £2.3 million). Total unamortised costs of £0.4 million as at 30 June 2025 (30 June 2024: £0.6 million; 31 December 2024 £0.5 million) are presented as a deduction to borrowings.
The bank borrowings outstanding at 30 June 2025 are classified as non-current liabilities as they relate to committed facilities available to the Group until 2027. The book value and fair value are not considered to be materially different.
The Group has a £75 million multi-currency revolving unsecured credit facility, which matures in May 2027. Interest is charged at an excess over base rate of between 1.5% and 2.5% per annum and is dependent upon the ratio of total net debt to consolidated EBITDA (on a pre-IFRS 16 basis).
The facility includes two key financial covenants, which are tested at 30 June and 31 December on a pre-IFRS 16 basis. These are that net debt should not exceed 3 times adjusted EBITDA (Leverage), and that adjusted EBITDA should be at least 4 times the interest charge on the debt (Interest Cover).
All of the Group's borrowings are denominated in Sterling.
The analysis of repayments on the combined borrowings is as follows:
|
| Six months ended 30 June 2025 (Unaudited) | Six months ended 30 June 2024 (Unaudited) | Year ended 31 December 2024 (Unaudited) |
|
| £m | £m | £m |
|
|
|
|
|
Within one year or repayable on demand | | - | - | - |
Between one and two years | | 34.0 | 5.0 | 1.0 |
| | | | |
|
| 34.0 | 5.0 | 1.0 |
14 SHARE BUYBACKS
During the period, the Company completed the £15 million share buyback launched in January 2024. A new buyback of up to £5 million was launched in March 2025, with (as of 1 September) 2.2 million shares purchased at a cost of £3.3 million.
In the period to 30 June 2025 1,890,857 shares had been purchased, with a cash outflow of £3.0 million (including transactional costs).
15 RELATED PARTY TRANSACTIONS
The remuneration of Executive and Non-executive Directors is disclosed in the 2024 Annual Report. There were no material transactions with key management personnel in the current or comparative periods.
16 CAPITAL COMMITMENTS
The Group is committed to a further £3.0 million of capital investment in 2025.
17 EVENTS AFTER THE BALANCE SHEET DATE
The Directors are not aware of any material events that have occurred after 30 June 2025 which would require disclosure under IAS 10.
INDEPENDENT REVIEW REPORT TO EUROCELL PLC
Conclusion
We have been engaged by the company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2025 which comprises the condensed consolidated statement of comprehensive income, the condensed consolidated statement of financial position, the condensed consolidated cash flow statement, the condensed consolidated statement of changes in equity, and related notes 1 to 17.
Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2025 is not prepared, in all material respects, in accordance with United Kingdom adopted International Accounting Standard 34 and the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.
Basis for Conclusion
We conducted our review in accordance with International Standard on Review Engagements (UK) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Financial Reporting Council for use in the United Kingdom (ISRE (UK) 2410). A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
As disclosed in Note 1, the annual financial statements of the group are prepared in accordance with United Kingdom adopted international accounting standards. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with United Kingdom adopted International Accounting Standard 34, "Interim Financial Reporting".
Conclusion Relating to Going Concern
Based on our review procedures, which are less extensive than those performed in an audit as described in the Basis for Conclusion section of this report, nothing has come to our attention to suggest that the directors have inappropriately adopted the going concern basis of accounting or that the directors have identified material uncertainties relating to going concern that are not appropriately disclosed.
This Conclusion is based on the review procedures performed in accordance with ISRE (UK) 2410; however future events or conditions may cause the entity to cease to continue as a going concern.
Responsibilities of the directors
The directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.
In preparing the half-yearly financial report, the directors are responsible for assessing the group'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 the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor's Responsibilities for the review of the financial information
In reviewing the half-yearly financial report, we are responsible for expressing to the company a conclusion on the condensed set of financial statements in the half-yearly financial report. Our Conclusion, including our Conclusion Relating to Going Concern, are based on procedures that are less extensive than audit procedures, as described in the Basis for Conclusion paragraph of this report.
Use of our report
This report is made solely to the company in accordance with ISRE (UK) 2410. Our work has been undertaken so that we might state to the company those matters we are required to state to it in an independent review 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, for our review work, for this report, or for the conclusions we have formed.
Deloitte LLP
Statutory Auditor
Birmingham, United Kingdom
3 September 2025
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