REG - Brickability Group - Interim Results
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RNS Number : 8168I Brickability Group PLC 25 November 2025
25 November 2025
Brickability Group PLC
("Brickability" or the "Group")
Interim Results for the six months ended 30 September 2025
Robust half-year performance with full year trading in line with expectations
Rebranding to BRCK Group PLC to reflect the Group's diversified product and service offering
Directorate Change
Brickability Group PLC (AIM: BRCK), a leading distributor and provider of
specialist products and services to the UK construction industry, today
announces its unaudited interim results for the six months ended 30 September
2025 ("H1 FY26").
H1 FY26 Financial Summary
H1 FY26 H1 FY25 % Change
£m £m
Revenue 347.0 330.9 4.9%
Adjusted results ((1) (2) (3) (4))
Gross profit 64.4 63.0 2.2%
Gross profit margin 18.6% 19.0% (40 bps)
Adjusted EBITDA 27.2 27.4 (0.7%)
Adjusted EBITDA margin 7.8% 8.3% (50 bps)
Adjusted profit before tax 21.0 21.4 (1.9%)
Adjusted EPS 4.79p 4.90p (2.2%)
Net debt ((5)) 66.8 56.3 (18.7%)
Interim dividend - declared 1.12p 1.12p -
Statutory results ((6))
Profit before tax 12.2 7.0 74.3%
EPS 2.62p 1.33p 97.0%
Adjusted results before SBP ((7) (8) (9) (10))
Adjusted EBITDA before SBP 28.1 27.9 0.7%
Adjusted EBITDA before SBP margin 8.1% 8.4% (30 bps)
Adjusted profit before tax before SBP 21.8 21.9 (0.5%)
Adjusted EPS before SBP 4.99p 5.03p (0.8%)
In prior periods, share-based payments have been considered an adjusting item
for Adjusted EBITDA and Adjusted profit calculations. From FY26, however,
share-based payments will be considered part of the Group's ongoing operations
and will therefore not be an adjusting item in future periods.
• The Group delivered a robust H1 FY26 performance in line with expectations
despite persistent headwinds in the wider housebuilding and construction
industries
• Revenue increased by 4.9% to £347.0m, reflecting growth in three of the
Group's four divisions
• Growth in Adjusted EBITDA before SBP to £28.1m (H1 FY25: £27.9m), stated
before a share-based payment expense of £0.9m (H1 FY25: £0.5m)
• Net debt of £66.8m (H1 FY25: £56.3m) includes £7.2m of deferred and
contingent consideration acquisition payments
• Continued investment made to build upon delivered IT system upgrades and
process efficiencies
• Interim dividend maintained at 1.12p per share
Current trading and outlook
• Group to be renamed to BRCK Group PLC to reflect the breadth of business
activities within the Group
• New build housing market remains subdued, as the industry awaits the
Government's Budget announcement tomorrow
• Medium-term housing market fundamentals remain strong and there remains a
persistent and structural housing deficit
• A healthy order pipeline in the Contracting Division exceeding £150m
• The Board remains confident in achieving market expectations for the full year
((11))
Frank Hanna, Chief Executive Officer of Brickability, said:
"Following strong financial results in FY25, we have continued to demonstrate
the Group's resilience by reporting robust results in the first half of the
current financial year. We enter the second half with a strong and
well-balanced forward order book and a diversified business which is
performing well despite challenges in our end markets, notably the low level
of private housing starts and the delays in the Building Safety Regulator
("BSR") gateway. Whilst cognisant of any worsening of these external factors,
we are pleased to report that the Group is tracking in line with market
expectations for the full year."
(1) Adjusted EBITDA is earnings before interest, tax, depreciation, amortisation
and other items (See Financial Review and note 4).
(2) Adjusted EBITDA margin is Adjusted EBITDA as a percentage of revenue.
(3) Adjusted profit before tax is statutory profit before tax excluding other
items.
(4) Adjusted EPS is adjusted profit after tax (statutory profit after tax before
other items) divided by the weighted average number of shares in the year.
(5) Bank borrowings, excluding arrangement fees, less cash.
(6) Statutory measures derived from accounting under IFRS.
(7) Adjusted EBITDA before Share-based payment expense ("Adjusted EBITDA before
SBP") is earnings before interest, tax, depreciation, amortisation,
share-based payment expense and other items (See Financial Review and notes 4
and 5).
(8) Adjusted EBITDA before SBP margin is Adjusted EBITDA before SBP as a
percentage of revenue.
(9) Adjusted profit before tax before SBP is statutory profit before tax excluding
other items and share-based payment expense.
(10) Adjusted EPS before SBP is adjusted profit after tax before SBP (statutory
profit after tax before other items and share-based payment expense) divided
by the weighted average number of shares in the year.
(11) Company compiled consensus market expectations for FY26 at the date of this
announcement of revenue of £650m and adjusted EBITDA before SBP of £52.25m.
Enquiries:
Brickability Group via Burson Buchanan
PLC
Frank Hanna, Chief Executive
Officer
Mike Gant, Chief Financial Officer
Cavendish (Nominated Adviser and Broker) +44 (0) 207 200 0500
Ben Jeynes, George Lawson, Elysia Bough (Corporate Finance)
Michael Johnson, Sunila De Silva (Sales/ECM)
Burson Buchanan (Financial PR) +44 (0) 207 466 5000
brickability@buchanancomms.co.uk
Mark Court
Stephanie Whitmore
Abby Gilchrist
About Brickability
Brickability Group PLC is a leading distributor and provider of specialist
products and services to the UK construction industry. The business comprises
four divisions: Bricks and Building Materials, Importing, Distribution and
Contracting. With an agile, de-centralised, capital-light business model,
supported by a strong balance sheet, Brickability leverages the skills of its
people company-wide to effectively service the complex and evolving needs of
the construction industry.
Founded in 1985, the Group has grown organically through product
diversification and geographic expansion, as well as through the acquisition
of specialist businesses that support its long-term strategy for growth.
Today, the Group encompasses a diverse portfolio of market-leading brands and
a dedicated team of over 800 skilled and experienced personnel, led by a
management team with deep-rooted knowledge and experience in the UK and
European construction industries.
The Group is committed to building better communities throughout the supply
chain and supporting the delivery of sustainable developments that enhance the
built environment for future generations, while delivering continuous value
for shareholders.
Chief Executive Officer's Review
Overview
We are pleased to report another set of robust financial results for the half
year ended 30 September 2025, a notable achievement given the persistent
headwinds in the housebuilding and construction industries. Following a strong
FY25, we have continued to demonstrate our ability to perform well in
prevailing market conditions which reflects the differentiation of our
business. We are highly specialised, diversified and capital light,
characteristics that underpin margin and cash generation thereby giving the
business inherent resilience.
The Group has a pivotal role in the industries we serve. Situated between
building product manufacturers and housebuilding and construction customers,
we provide sourcing, procurement and advisory expertise in a marketplace with
increasingly complex and demanding regulatory, planning and sustainability
requirements. We provide similar differentiated expertise in our specialist
contracting division.
Group revenue for the first half of the year of £347.0 million (H1 FY25:
£330.9 million) was up 4.9%, reflecting a slowly improving UK and Imported
brick market, along with continued growth in the Distribution division. Gross
profit of £64.4 million (H1 FY25: £63.0 million) was up 2.2% over the
period. Gross Profit margin at 18.6% (H1 FY25: 19.0%) has decreased by 40
basis points, reflecting the half year business mix. Group Adjusted EBITDA
before SBP margin has fallen by 30 basis points to 8.1%, reflecting both the
increased contribution from the brick divisions, as well as Building Safety
Regulator ("BSR") delays in the Contracting division. The Contracting
division, which is expected to contribute a greater proportion of divisional
profit in the second half, benefits from a multi-year forward order book
underpinned by regulatory requirements in the fire remediation sector.
An important part of Brickability's differentiation comes from the customer
focus, commitment and entrepreneurial nature of our staff and I would like to
thank them all for their hard work.
During the first half we have made continued progress with initiatives to
improve systems and processes in areas such as governance, ISO standards,
health and safety and in the development of a unified culture. As CEO, I
believe that these workstreams will come together to build an ever more
professional platform capable of supporting long-term organic and inorganic
growth. Acquisitions remain an important part of the Group's growth strategy
and we continue to screen the sector and evaluate potential acquisition
opportunities. That said, we will in the near term remain disciplined in our
approach to capital allocation and are cognisant of the current phase of the
broader construction cycle and so have not been minded to advance acquisition
discussions during the course of the year to date.
As part of the initiatives to develop the business, the Board has decided to
re-name the Group with an evolutionary change from Brickability Group PLC to
BRCK Group PLC. The rationale for this change is to strengthen our positioning
with stakeholders, and provide greater clarity, as Brickability Group no
longer reflects the breadth of business activities within the Group.
Simultaneously, the evolutionary nature of the change retains a strong link to
the Company's roots, brands, and premium reputation.
BRCK Group PLC will represent the holding company for the Group's portfolio of
strong operating brands. Each brand will continue to trade under its existing
name, maintaining market presence and reputation. The Group name provides a
unifying identity - built around shared values, governance, and long-term
growth.
It is expected that the change of name will become effective in January 2026
following application for, and issuance of, a Certificate of Incorporation on
Change of Name by Companies House. A further announcement will be made in due
course, though the Group's ticker symbol will remain BRCK.
Divisional performance
Bricks and Building Materials Division: 66% of Group External Revenue (H1
FY25: 66%)
This division incorporates the distribution of superior quality building
materials to all sectors of the construction industry including national house
builders, developers, contractors, general builders and retail to members of
the public. External revenue of £230.4 million for the first half was up 5.9%
on the prior period (H1 FY25: £217.5 million), with Adjusted EBITDA up 7.1%
at £12.0 million (H1 FY25: £11.2 million).
The brick market recovery seen in the second half of FY25 has continued albeit
at a slower pace, with total market volumes increasing by 6.9% over the
period. Year on year divisional brick volume grew by 5.9%, trailing slightly
behind the market, driven in part by lower activity levels across our customer
base. Average selling prices were 2.2% lower as a result of customer demand
for lower cost materials and competitive tension in the market. Timber
revenues grew by 10.4% over the period, with 2.8% volume growth driven by
higher despatches of imported construction timber from our UK stocking sites.
Cladding sales declined year on year in Taylor Maxwell and SBS by 17.4%
because of ongoing project delays related to the backlog of BSR approvals.
Progress continues with the division's technology-driven transformation. The
core solution design phase was completed in the first half, with development,
testing and training in H2. Phased deployment will begin in early FY27.
Importing Division: 8% of Group External Revenue (H1 FY25: 8%)
This division is primarily responsible for strategic importing of specialist
building products, the majority of which are on an exclusive basis to the UK
market, to complement traditional and contemporary architecture and satisfy
planning requirements. External revenue of £28.6 million for the first half
was up 6.3% on the prior period (H1 FY25: £26.9 million) and Adjusted EBITDA
was up 14.3% at £3.2 million (H1 FY25: £2.8 million).
Imported brick volumes increased by 15.6% over the period against imported
market volume growth of 8.4%. This was in part offset with average selling
prices being 3.9% lower than the same period last year, reflecting the
competitive trading conditions seen in the wider brick market. The recovery in
the imported brick market continues to highlight the strategic importance of
imported bricks to meet a demand for brick types generally unavailable from UK
sources.
Imported roof tile revenues grew c22% in the period reflecting the wider
merchant distribution of our product range.
Distribution Division: 11% of Group External Revenue (H1 FY25: 10%)
This division focuses on the sale and distribution of a wide range of
products, including renewable technology, solar PV, doors, radiators and
associated parts and accessories. It is experiencing particular growth in
sustainable-technology product lines, which we expect to be a material growth
lever for the division. External revenue of £37.1 million for the first half
was up 12.1% on the prior period (H1 FY25: £33.1 million) and Adjusted EBITDA
at £4.2 million was unchanged (H1 FY25: £4.2 million).
Revenue growth in the division was primarily from the continued growth of the
solar business, Upowa, along with a strong growth from Towelrads, due to
growth in sales of larger radiators which have more surface area to meet the
energy needs of customers. The revenue for the other businesses in the
division overall saw a decline compared to the prior period, reflecting the
challenging market dynamics.
The Adjusted EBITDA margin for the division decreased 120 basis points to
11.3% from 12.5% in the prior period, partly due to higher operational costs
in Upowa as it continues to invest in growth.
Contracting Division: 15% of Group External Revenue (H1 FY25: 16%)
This division provides cladding, fire remediation, flooring and roofing
installation services within the residential construction sector and
commercial sector. External revenue of £50.9 million was down 4.9% on the
prior period (H1 FY25: £53.5 million) and Adjusted EBITDA at £11.9 million
was down 9.8% (H1 FY25: £13.2 million). This performance reflects the
continuing delays of the BSR, which have affected the phasing of some fire
remediation projects within the division.
The roofing businesses have delivered revenue growth on the prior year, driven
primarily through geographical expansion, albeit at a softer gross margin
level which is a reflection of the capacity in the sector. The Adjusted EBITDA
margin for the division decreased by 120 basis points in the period to 23.4%
from 24.6% in the prior period.
Directorate Change
The Group announces that David Simpson, Non-Executive Director, will step down
from the Board on 31 December 2025 after more than six years of service. David
joined the Group at the time of its IPO on AIM, and we would like to express
our sincere gratitude for his valuable contribution to the Board and to the
development of the Company. We wish him all the best for the future. Katie
Long, who joined the Board in May 2025, will succeed David as Chair of the
Audit & Risk committee.
Dividends
Whilst the Group continues to benefit from strong cash generation, the Board
believes that it is in the best interests of shareholders to align dividend
payments more closely with the prioritisation of debt reduction as part of the
Company's capital allocation policy. The Board has therefore declared a
maintained interim dividend of 1.12 pence per share (H1 FY25: 1.12 pence) to
shareholders on the register as at 23 January 2026. The ex-dividend date and
payment date for the dividend will be 22 January 2026 and 19 February 2026
respectively.
Outlook
We enter the second half with a strong and well-balanced forward order book,
and a diversified business which is performing well despite the challenges in
our end markets. We are continuing to focus on greater inter-company
collaboration, for example between our supply and contracting businesses, with
the objective of enhancing Group revenue and profitability. We are pleased to
report that the Group is tracking in line with market expectations for the
current year.
As we look ahead, there are two factors out of our control which have the
potential to influence the Group's near-term performance: the ongoing and
widely documented challenges in the private housebuilding market and the
delays in the BSR gateway. Despite these external factors, we are looking
ahead with confidence. The revenue delayed by the BSR is primed to deliver
value as soon as the BSR backlog has been cleared and we believe that the
underlying structural demand across our end markets, both cyclical and
non-cyclical, remain significant long-term value drivers for the Group.
Frank Hanna
Chief Executive Officer
25 November 2025
Financial Review
Revenue
The Group delivered revenue of £347.0 million in the first six months of FY26
(H1 FY25: £330.9 million, an increase of 4.9% or £16.1 million.
Revenue by division is analysed as follows:
H1 FY26 H1 FY25 % Change
£'000 £'000
Bricks and Building Materials 233,774 219,936 6.3
Importing 40,132 35,560 12.9
Distribution 37,422 33,717 11.0
Contracting 50,912 53,470 (4.8)
Group eliminations (15,236) (11,754) 29.6
Total 347,004 330,929 4.9
Gross Profit
Gross profit for the first six months of FY26 increased to £64.4 million (H1
FY25: £63.0 million). Gross profit margin has decreased by 40 basis points to
18.6% (H1 FY25: 19.0%) driven by change in product mix within the Bricks and
Building Materials and Importing divisions.
Group Adjusted EBITDA before Share-based Payment Expense
Group Adjusted EBITDA before SBP for the first six months of FY26 increased by
0.7% to £28.1 million (H1 FY25: £27.9 million). Group Adjusted EBITDA before
SBP as a percentage of revenue has decreased to 8.1% (H1 FY25: 8.4%),
following an increase in the proportion of EBITDA generated by the brick
divisions alongside BSR impacts in the Contracting division.
Adjusted EBITDA by division is analysed as follows:
H1 FY26 EBITDA as % Revenue H1 FY25 EBITDA as % Revenue
H1 FY26 H1 FY25
£'000 £'000
Bricks and Building Materials 11,997 5.1 11,228 5.1
Importing 3,184 7.9 2,784 7.8
Distribution 4,220 11.3 4,198 12.5
Contracting 11,936 23.4 13,178 24.6
Central (3,253) - (3,473) -
Total 28,084 8.1 27,915 8.4
From FY26, share-based payments will be considered part of the Group's ongoing
operations and will therefore not be an adjusting item for the Group's
Adjusted EBITDA or Adjusted profit calculations in future periods. However,
divisional trading performance will continue to be assessed without allocation
of the share-based payment expense.
Statutory and Adjusted Profit
Statutory profit before tax of £12.2 million (H1 FY25: £7.0 million)
includes other items of £8.8 million (H1 FY25: £14.4 million), which are not
considered to be part of the Group's underlying trading operations. These are
analysed as follows:
H1 FY26 H1 FY25
£'000 £'000
Statutory profit before tax 12,152 6,951
Business change project costs 628 103
Earn-out consideration classified as remuneration under IFRS 3 187 310
Amortisation of acquired intangible assets 6,598 6,720
Impairment of loan to joint venture - 5,318
Unwinding of discount on contingent consideration 1,319 1,861
Share of post-tax profit of equity accounted associates - (15)
Fair value losses on contingent consideration 75 130
Total other items before tax 8,807 14,427
Adjusted profit before tax 20,959 21,378
Depreciation and amortisation 3,438 3,216
Finance income (10) (249)
Finance expense 2,826 3,034
Adjusted EBITDA 27,213 27,379
Share-based payment expense 871 536
Adjusted EBITDA before SBP 28,084 27,915
The Group has previously included its share-based payment expense within other
items as, due to changes in market conditions after the grant date not being
reflected in the share-based payment expense recognised, the charge was not
considered to be directly linked to the Group's trading operations in the
period.
As a greater proportion of options held by employees are now subject to
service conditions only and the Group has established an Employee Benefit
Trust (EBT), to satisfy future exercises of vested options and awards granted
pursuant to the Company's share incentive schemes, the share-based payment
expense is now considered to primarily reflect a remuneration cost.
Accordingly, it is no longer presented as an 'other item', with the expense
now included within adjusted profit.
For comparison purposes to prior periods, the Group has also reported an
Adjusted EBITDA before SBP figure within these Condensed Interim Financial
Statements. Adjusted EBITDA before SBP is defined as earnings before interest,
tax, depreciation, amortisation, share-based payment expense and other items.
It is therefore directly comparable with Adjusted EBITDA reported in prior
periods.
Earnings per share
Basic EPS was 2.62 pence per share (H1 FY25: 1.33 pence), while adjusted basic
EPS was 4.79 pence per share (H1 FY25: 4.90 pence). Adjusted EPS is an
underlying EPS, based on the adjusted profit as noted above.
The Adjusted EPS for comparative periods has been re-stated to reflect the
update to the presentation of the share-based payment expense noted above.
Dividends
Whilst the Group continues to benefit from strong cash generation, the Board
believes that it is in the best interests of shareholders to align dividend
payments more closely with the prioritisation of debt reduction as part of the
Company's capital allocation policy. The Board has therefore declared a
maintained interim dividend of 1.12 pence per share (H1 FY25: 1.12 pence) to
shareholders on the register as at 23 January 2026. The ex-dividend date and
payment date for the dividend will be 22 January 2026 and 19 February 2026
respectively.
Cash flow and net debt
In the first six months of FY26, the Group generated operating cash flows
before movements in working capital of £27.3 million (H1 FY25: £26.3
million). The increase of £1.0 million is predominately driven by increases
in Group revenue and profit as noted above. Cash generated from operations
decreased to £13.8 million (H1 FY25: £19.3 million). The working capital
outflow of £13.5 million (H1 FY25: £7.1 million) has increased largely due
to the mix of contracts in progress at the reporting date and the timing of
contract work being invoiced. A greater value of work was completed and
invoiced towards the end of H1 FY26 compared with the equivalent prior period,
increasing trade receivables at the reporting date, with related receipts
being received after the period end.
The working capital outflow at H1 FY26 is consistent with the Group's typical
mid-year working capital cycle, with the Group historically experiencing a
higher cash outflow within the first six months of the financial year compared
to the second six months.
At 30 September 2025, the net debt position was £66.8 million compared to
£56.3 million at 30 September 2024, and has increased from £56.6 million at
31 March 2025. The main components of the movement in net debt for the first
six months of FY26 are: movements in working capital of £13.5 million (H1
FY25: £7.1 million), corporation tax paid of £5.5 million (H1 FY25: £5.5
million), property, plant and equipment sale proceeds of £2.3 million (H1
FY25: £2.9 million), interest paid of £3.9 million (H1 FY25: £3.5 million),
payment of deferred consideration, in relation to previous acquisitions, of
£6.1 million (H1 FY25: £3.1 million) and dividends paid of £7.7 million (H1
FY25: £7.3 million). The Group is expected to remain cash generative into the
future.
Bank facilities
The Group refinanced in October 2023 to a £100.0 million RCF on a club basis
with HSBC and Barclays for an initial term of three years, with an option to
extend for another year and then another option to extend for a further year.
The level of the facility reduces over the term of the facility to £80.0
million. At 30 September 2025, the RCF facility had reduced to £90.5 million
and the Group had utilised £69.0 million of the facility.
At the time of announcing these interim results, discussions in relation to a
new credit facility are well advanced and are expected to be completed over
the coming weeks.
Mike Gant
Chief Financial Officer
25 November 2025
Condensed Consolidated Statement of Profit or Loss and Other Comprehensive
Income
For the six months ended 30 September 2025 (unaudited)
Year ended
6 months ended 6 months ended 31 March 2025
30 Sept 2025 30 Sept 2024 (Audited)
£'000 £'000 £'000
Notes
Revenue 347,004 330,929 637,056
Cost of sales (282,621) (267,968) (515,370)
Gross profit 64,383 62,961 121,686
Other operating income 201 203 267
Administrative expenses (47,676) (45,576) (92,207)
Comprising:
Depreciation and amortisation (10,036) (9,936) (20,180)
Other administrative expenses (37,640) (35,640) (72,027)
Impairment losses on financial assets (546) (5,876) (7,547)
Finance income 10 249 348
Finance expense (4,145) (4,895) (9,637)
Share of post-tax profit of equity accounted associates - 15 (7)
Fair value losses (75) (130) (1,194)
Profit before tax 12,152 6,951 11,709
Tax expense (3,735) (2,697) (5,195)
Profit for the period and total comprehensive income 8,417 4,254 6,514
Attributable to:
Equity holders of the parent 8,417 4,262 6,533
Non-controlling interests - (8) (19)
8,417 4,254 6,514
Earnings per share
Basic earnings per share 7 2.62 p 1.33 p 2.04 p
Diluted earnings per share 7 2.57 p 1.31 p 2.00 p
Adjusted basic earnings per share 7 4.79 p 4.90 p 8.25 p
Adjusted diluted earnings per share 7 4.71 p 4.81 p 8.12 p
Adjusted
profit
Adjusted profit excludes those items that are not considered to be directly attributable to the Group's underlying trading operations or for which separate disclosure would assist in understanding the Group's performance in the period. It can be reconciled to statutory profit after tax as follows:
Year ended
6 months ended 6 months ended 31 March 2025
30 Sept 2025 30 Sept 2024 (Audited)
£'000 £'000 £'000
Profit for the period 8,417 4,254 6,514
Business change project costs 628 103 538
Earn-out consideration classified as remuneration under IFRS 3 187 310 435
Amortisation and impairment of acquired intangible assets 6,598 6,720 13,440
Impairment of loan to joint venture - 5,318 5,318
Impairment of investment in associate - - 137
Unwinding of discount on contingent consideration 1,319 1,861 3,681
Share of post-tax profit of equity accounted associates - (15) 7
Fair value losses on contingent consideration 75 130 1,194
Tax on adjusting items (1,806) (3,010) (4,824)
Adjusted profit for the period 15,418 15,671 26,440
Depreciation and amortisation 3,438 3,216 6,740
Finance income (10) (249) (348)
Finance expense 2,826 3,034 5,956
Tax expense 5,541 5,707 10,019
Adjusted EBITDA 27,213 27,379 48,807
Share-based payment expense (including employer NI) 871 536 1,341
Adjusted EBITDA before SBP 28,084 27,915 50,148
Adjusted EBITDA reflects earnings before interest, tax, depreciation, amortisation and other items while Adjusted EBITDA before SBP reflects earnings before interest, tax, depreciation, amortisation, share-based payment expense and other items.
Details of an update to the inclusion of the share-based payment expense within adjusted profit is outlined in note 4. A reconciliation between Adjusted EBITDA before SBP and statutory profit before tax is included in note 5.
Condensed Consolidated Balance Sheet
Six months ended 30 September 2025 (unaudited) Year ended
31 March 2025
6 months ended 6 months ended (Audited)
30 Sept 2025 30 Sept 2024 £'000
£'000 £'000
Notes
Non-current assets
Property, plant and 26,284 23,914 26,575
equipment
Right of use 20,541 19,898 21,528
assets
Intangible 205,806 219,482 212,607
assets
Investments in equity accounted - 319 -
associates
Trade and other 2,609 1,638 1,995
receivables
Total non-current assets 255,240 265,251 262,705
Current assets
Inventories 38,700 31,628 36,251
Trade and other receivables 119,456 120,061 118,788
Contract assets 8,302 8,971 6,282
Employee benefits - 390 -
Current tax assets 2,488 2,996 2,594
Cash and cash 19,991 15,949 23,106
equivalents
188,937 179,995 187,021
Assets classified as held for sale 11 - 2,639 2,336
Total current assets 188,937 182,634 189,357
Total 444,177 447,885 452,062
assets
Current liabilities
Trade and other payables (118,949) (125,097) (126,599)
Loans and borrowings 10 (17,787) (12,702) (18,732)
Lease liabilities (3,819) (3,897) (4,110)
Total current liabilities (140,555) (141,696) (149,441)
Non-current liabilities
Trade and other payables (8,137) (18,817) (13,914)
Loans and borrowings 10 (68,761) (59,028) (60,644)
Lease liabilities (15,000) (13,692) (15,414)
Provisions (1,958) (2,158) (2,192)
Deferred tax liabilities (19,810) (23,071) (21,721)
Total non-current liabilities (113,666) (116,766) (113,885)
Total liabilities (254,221) (258,462) (263,326)
Net assets 189,956 189,423 188,736
Equity
Called up share capital 3,221 3,206 3,217
Share premium account 102,973 102,965 102,969
Capital redemption reserve 2 2 2
Share-based payment reserve 6,861 5,396 6,079
Own share reserve (326) - (50)
Merger reserve 20,548 20,548 20,548
Retained earnings 56,677 57,448 55,971
Equity attributable to equity holders of the parent 189,956 189,565 188,736
Non-controlling interests - (142) -
Total equity 189,956 189,423 188,736
Condensed Consolidated Statement of Changes in Equity
For the six months ended 30 September 2025 (unaudited)
Share capital Share premium account Retained Total attributable to equity holders of the parent Non-controlling interest Total
Capital redemption Share-based payments Merger reserve Earnings
Own share reserve
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
At 1 April 2024 3,195 102,908 2 4,864 - 20,548 60,495 192,012 (134) 191,878
Profit or (loss) for the six months to 30 September 2024 - - - - - - 4,262 4,262 (8) 4,254
Total comprehensive income/(loss) for the period - - - - - - 4,262 4,262 (8) 4,254
Dividends paid - - - - - - (7,309) (7,309) - (7,309)
Issue of shares on exercise of share options 11 57 - - - - - 68 - 68
Equity settled share-based payments - - - 443 - - - 443 - 443
Deferred tax on share-based payment transactions - - - 41 - - - 41 - 41
Current tax on share-based payment transactions - - - 48 - - - 48 - 48
Total contributions by and distributions to owners 11 57 - 532 - - (7,309) (6,709) - (6,709)
At 30 September 2024 3,206 102,965 2 5,396 - 20,548 57,448 189,565 (142) 189,423
Profit or (loss) for the six months to 31 March 2025 - - - - 2,271 2,271 (11) 2,260
Total comprehensive income/(loss) for the period - - - - - - 2,271 2,271 (11) 2,260
Dividends paid - - - - - - (3,595) (3,595) - (3,595)
Own shares acquired in the period - - - - (50) - - (50) - (50)
Issue of shares on exercise of share options 11 4 - - - - - 15 - 15
Equity settled share-based payments - - - 780 - - - 780 - 780
Deferred tax on share-based payment transactions - - - (117) - - - (117) - (117)
Current tax on share-based payment transactions - - - 20 - - - 20 - 20
Increase in ownership of non-controlling interest - - - - - - (153) (153) 153 -
Total contributions by and distributions to owners 11 4 - 683 (50) - (3,748) (3,100) 153 (2,947)
At 31 March 2025 3,217 102,969 2 6,079 (50) 20,548 55,971 188,736 - 188,736
At 1 April 2025 3,217 102,969 2 6,079 (50) 20,548 55,971 188,736 - 188,736
Profit for the six months to 30 September 2025 - - - - - - 8,417 8,417 - 8,417
Total comprehensive income for the period - - - - - - 8,417 8,417 - 8,417
Dividends paid - - - - - - (7,687) (7,687) - (7,687)
Own shares acquired in the period - - - - (300) - - (300) - (300)
Issue of shares held by EBT to employees - - - - 24 - (24) - - -
Issue of shares on exercise of share options 4 4 - - - - - 8 - 8
Equity settled share-based payments - - - 729 - - - 729 - 729
Deferred tax on share-based payment transactions - - - 43 - - - 43 - 43
Current tax on share-based payment transactions - - - 10 - - - 10 - 10
Total contributions by and distributions to owners 4 4 - 782 (276) - (7,711) (7,197) - (7,197)
At 30 September 2025 3,221 102,973 2 6,861 (326) 20,548 56,677 189,956 - 189,956
Condensed Consolidated Statement of Cash Flows
For the six months ended 30 September 2025 (unaudited)
Year ended
31 March 2025
6 months ended 6 months ended (Audited)
30 Sept 2025 30 Sept 2024 £'000
£'000 £'000
Operating activities
Profit for the period 8,417 4,254 6,514
Adjustments for:
Depreciation of property, plant and equipment 851 788 1,745
Depreciation of right of use assets 2,384 2,226 4,565
Amortisation of intangible assets 6,801 6,922 13,870
Impairment of property, plant and equipment - - 433
Loss/(gain) on disposal of property, plant & equipment and 35 (273) (220)
right of use assets
Foreign exchange losses/(gains) 277 (73) (164)
Share-based payments expense 830 450 1,193
Other operating income - - 79
Share of post-tax (profit)/loss in equity accounted associates - (15) 7
Impairment of investment in associates - - 137
Impairment of loan to joint venture - 5,318 5,318
Fair value changes in contingent consideration 75 130 1,194
Movements in provisions (276) (746) (712)
Finance income (10) (249) (348)
Finance expense 4,145 4,895 9,637
Tax expense 3,735 2,697 5,195
Pension charge in excess of contributions paid - - 149
Operating cash flows before movements in working capital 27,264 26,324 48,592
Changes in working capital:
Increase in inventories (2,449) (1,786) (6,410)
Increase in trade and other receivables (3,286) (9,380) (5,679)
(Decrease)/increase in trade and other payables (7,742) 4,099 4,801
Decrease in employee benefits - - 241
Cash generated from operations 13,787 19,257 41,545
Interest received 10 178 277
Tax paid (5,487) (5,473) (9,095)
Net cash generated from operating activities 8,310 13,962 32,727
Investing activities
Purchase of property, plant and equipment (679) (532) (4,266)
Proceeds from sale of property, plant and equipment 2,266 2,880 3,071
Purchase of right of use assets (3) (23) (23)
Proceeds from sale of right of use assets - 34 34
Purchase of intangible assets - - (72)
Loan to joint venture - (191) (191)
Proceeds from sale of associate 146 - -
Dividends received from associates - 30 45
Net cash generated from/(used in) investing activities 1,730 2,198 (1,402)
Financing activities
Equity dividends paid (7,687) (7,309) (10,904)
Proceeds from issue of ordinary shares net of share issue costs 8 68 83
Own shares acquired (300) - (50)
Proceeds from bank borrowings 109,000 103,000 207,500
Repayment of bank borrowings (101,000) (107,000) (210,000)
Payment of lease liabilities (2,131) (2,051) (4,216)
Payment of deferred and contingent consideration (6,066) (3,080) (9,304)
Interest paid (3,922) (3,526) (7,168)
Net cash used in financing activities (12,098) (19,898) (34,059)
Net decrease in cash and cash equivalents (2,058) (3,738) (2,734)
Cash and cash equivalents at beginning of period 4,374 6,961 6,961
Effect of changes in foreign exchange rates (112) 24 147
Cash and cash equivalents at end of period 2,204 3,247 4,374
Notes to the Condensed Consolidated Interim Financial Statements
For the six months ended 30 September 2025 (unaudited)
1. General Information
Brickability Group PLC (the 'Company' or the 'Group') is a public company limited by shares, incorporated in the United Kingdom under the Companies Act 2006 (registration number 11123804) and registered in England and Wales. The registered office address is c/o Brickability Limited, South Road, Bridgend Industrial Estate, Bridgend, United Kingdom, CF31 3XG.
Copies of the Interim Report may be obtained from the Investors section of the Company's website at www.brickabilitygroupplc.com.
2. Basis of Preparation
These Condensed Consolidated Interim Financial Statements have been prepared in accordance with IAS 34 Interim Financial Reporting and should be read in conjunction with the Group's last annual consolidated financial statements as at and for the year ended 31 March 2025. They do not include all of the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to understanding changes in the Group's financial position and performance since the last annual financial statements.
The Annual Report and Accounts for the year ended 31 March 2025 was audited and has been filed with the Registrar of Companies. The Independent Auditors' Report on the Annual Report and Accounts for the year ended 31 March 2025 was not qualified and did not contain statements under s498(2) or (3) of the Companies Act 2006.
The financial information for the six months ended 30 September 2025 and 30 September 2024 is unaudited and has not been reviewed by the Company's auditors.
The Condensed Consolidated Interim Financial Statements are presented in pounds sterling, which is the functional currency of the Group. Amounts are rounded to the nearest thousand, unless otherwise stated.
The Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future and thus continue to adopt the going concern basis in preparing these interim financial statements.
3. Significant Accounting Policies
The Group has applied the same accounting policies in these interim financial statements as in its 2025 annual financial statements. New standards effective from 1 January 2025 are outlined in the 2025 annual financial statements. The application of these standards has not had a material impact on the amounts reported in either the current or prior reporting periods.
There have been no other significant amendments or new standards introduced during the period that would have a material impact on the amounts reported.
4. Use of judgements and estimates
The significant judgements made by management in applying the Group's accounting policies and key sources of estimation uncertainty for the interim financial statements are the same as those described in the 2025 annual financial statements, with the exception of the below update:
Other items
The Group has previously included its share-based payment expense within other items as a portion of the share options issued were subject to performance criteria, including both market and non-market conditions. Changes in market conditions after the grant date are not reflected in the share-based payment expense recognised. The accounting charge was therefore not considered to be directly linked to the Group's trading operations in the period and thus separate disclosure was deemed appropriate to assist with the understanding of the Group's performance in the period.
However, a greater proportion of options held by employees are now subject to service conditions only and the Group has established an Employee Benefit Trust (EBT) to satisfy future exercises of vested options and awards granted pursuant to the Company's share incentive schemes.
The share-based payment expense is therefore now considered to primarily reflect a remuneration cost and thus is no longer presented as an 'other item' and the expense is included within adjusted profit.
For comparison purposes to prior periods, the Group has also reported an Adjusted EBITDA before SBP figure within these Condensed Consolidated Interim Financial Statements. Adjusted EBITDA before SBP is defined as earnings before interest, tax, depreciation, amortisation, share-based payment expense and other items. It is therefore directly comparable with Adjusted EBITDA reported in prior periods.
5. Segmental analysis
The Group has four reportable divisions as follows:
§ Bricks and Building Materials - incorporates the sale of superior quality
building materials to all sectors of the construction industry including
national house builders, developers, contractors, general builders and retail
to members of the public;
§ Importing - primarily responsible for strategic importing of building
products, the majority of which are on an exclusive basis to the UK market, to
complement traditional and contemporary architecture and satisfy planning
requirements;
§ Distribution - focuses on the sale and distribution of a wide range of
products, including renewable technology, solar PV, doors, radiators and
associated parts and accessories; and
§ Contracting - provides cladding, fire remediation, flooring and roofing
installation services within the residential construction sector and
commercial sector.
Revenues and profits are reported in the same manner as that reported internally to the Board, as the Group's Chief Operating Decision-Maker (CODM). Segment performance is evaluated based on Adjusted EBITDA, without allocation of depreciation and amortisation, share-based payment expenses, finance expenses and income, impairment losses, fair value movements or the share of results of associates and joint ventures.
6 months ended 30 September 2025
Consolidated
Bricks and Building Materials Importing Distribution Unallocated and group eliminations £'000
£'000 £'000 £'000 £'000
Contracting
£'000
Revenue from sale of goods 230,386 23,727 26,767 - - 280,880
Revenue from rendering of services - 4,884 10,373 50,867 - 66,124
Total external revenue 230,386 28,611 37,140 50,867 - 347,004
Total internal revenue 3,388 11,521 282 45 (15,236) -
Total revenue 233,774 40,132 37,422 50,912 (15,236) 347,004
Adjusted EBITDA 11,997 3,184 4,220 11,936 (3,253) 28,084
Depreciation and amortisation (10,036) (10,036)
Business change project costs (628) (628)
Earn-out consideration classified as remuneration under IFRS 3 (187) (187)
Share-based payment expense (871) (871)
Finance income 10 10
Finance expense (4,145) (4,145)
Fair value gains and losses (75) (75)
Group profit before tax 11,997 3,184 4,220 11,936 (19,185) 12,152
6 months ended 30 September 2024
Consolidated
Bricks and Building Materials Importing Distribution Unallocated and group eliminations £'000
£'000 £'000 £'000 £'000
Contracting
£'000
Revenue from sale of goods 217,482 21,913 25,201 - - 264,596
Revenue from rendering of services - 4,940 7,941 53,452 - 66,333
Total external revenue 217,482 26,853 33,142 53,452 - 330,929
Total internal revenue 2,454 8,707 575 18 (11,754) -
Total revenue 219,936 35,560 33,717 53,470 (11,754) 330,929
Adjusted EBITDA 11,228 2,784 4,198 13,178 (3,473) 27,915
Depreciation and amortisation (9,936) (9,936)
Business change project costs (103) (103)
Earn-out consideration classified as remuneration under IFRS 3 (310) (310)
Share-based payment expense (536) (536)
Finance income 249 249
Finance expense (4,895) (4,895)
Impairment of loan to joint venture (5,318) (5,318)
Share of results of associates 15 15
Fair value gains and losses (130) (130)
Group profit before tax 11,228 2,784 4,198 13,178 (24,437) 6,951
Year ended 31 March 2025 (Audited)
Consolidated
Bricks and Building Materials Importing Distribution Unallocated and group eliminations £'000
£'000 £'000 £'000 £'000
Contracting
£'000
Revenue from sale of goods 419,111 42,265 50,136 - - 511,512
Revenue from rendering of services - 9,335 17,647 98,562 - 125,544
Total external revenue 419,111 51,600 67,783 98,562 - 637,056
Total internal revenue 7,006 18,298 962 31 (26,297) -
Total revenue 426,117 69,898 68,745 98,593 (26,297) 637,056
Adjusted EBITDA 21,717 5,720 7,962 21,655 (6,906) 50,148
Depreciation and amortisation (20,180) (20,180)
Business change project costs (538) (538)
Earn-out consideration classified as remuneration under IFRS 3 (435) (435)
Share-based payment expense (1,341) (1,341)
Impairment of investment in associates (137) (137)
Impairment of loan to joint venture (5,318) (5,318)
Finance income 348 348
Finance expense (9,637) (9,637)
Share of results of associates (7) (7)
Fair value gains and losses (1,194) (1,194)
Group profit before tax 21,717 5,720 7,962 21,655 (45,345) 11,709
6 months ended 30 September 2025
Consolidated
Bricks and Building Materials Importing Distribution £'000
£'000 £'000 £'000
Contracting Central
£'000 £'000
Non-current segment assets 76,603 15,625 47,542 103,747 11,723 255,240
Current segment assets 102,372 21,384 29,418 34,865 898 188,937
Total segment assets 178,975 37,009 76,960 138,612 12,621 444,177
Unallocated assets:
Investment in joint ventures -
Group assets 444,177
Total segment liabilities (83,348) (15,274) (19,565) (14,702) (32,761) (165,650)
Loans and borrowings (68,761)
(excluding leases and overdrafts)
Deferred tax liabilities (19,810)
Group liabilities (254,221)
6 months ended 30 September 2024
Consolidated
Bricks and Building Materials Importing Distribution £'000
£'000 £'000 £'000
Contracting Central
£'000 £'000
Non-current segment assets 78,287 17,317 51,143 109,050 9,135 264,932
Current segment assets 103,633 15,803 30,369 30,993 1,836 182,634
Total segment assets 181,920 33,120 81,512 140,043 10,971 447,566
Unallocated assets:
Investment in associates 319
Investment in joint ventures -
Group assets 447,885
Total segment liabilities (80,557) (15,236) (21,558) (13,602) (45,410) (176,363)
Loans and borrowings (59,028)
(excluding leases and overdrafts)
Deferred tax liabilities (23,071)
Group liabilities (258,462)
Year ended 31 March 2025 (Audited)
Consolidated
Bricks and Building Materials Importing Distribution £'000
£'000 £'000 £'000
Contracting Central
£'000 £'000
Non-current segment assets 77,747 16,708 49,683 107,067 11,500 262,705
Current segment assets 108,164 18,052 29,433 26,621 7,087 189,357
Total segment assets 185,911 34,760 79,116 133,688 18,587 452,062
Unallocated assets:
Investment in associates -
Investment in joint ventures -
Group assets 452,062
Total segment liabilities (93,663) (12,701) (21,345) (34,860) (18,392) (180,961)
Loans and borrowings (60,644)
(excluding leases and overdrafts)
Deferred tax liabilities (21,721)
Group liabilities (263,326)
6. Dividends
6 months ended 6 months ended Year ended
30 Sept 2025 30 Sept 2024 31 March 2025
£'000 £'000 (Audited)
£'000
Amounts recognised as distributions to equity holders in the period:
Final dividend for the year ended 31 March 2025 of 2.39p per share 7,687
(30 Sept 2024: for the year ended 31 March 2024 of 2.28p per share) 7,309
(31 March 2025: for the year ended 31 March 2024 of 2.28p per share) 7,309
Interim dividend for the year ended 31 March 2026 - - 3,595
(31 March 2025: for the year ended 31 March 2025 of 1.12p per share)
Total dividends paid during the period 7,687 7,309 10,904
The Directors have declared that an interim dividend of 1.12p per ordinary share be paid for the year ended 31 March 2026. This dividend has not been included as a liability in these interim financial statements.
7. Earnings per share
Earnings per share (EPS) is calculated by dividing the profit for the year, attributable to ordinary equity holders of the parent, by the weighted average number of ordinary shares outstanding during the year.
Diluted EPS is calculated by dividing the profit for the year, attributable to ordinary equity holders, by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.
The calculation of basic and diluted earnings per share is based on the following data:
6 months ended 30 September 2025 6 months ended 30 September 2024
Earnings Weighted Earnings Earnings Weighted Earnings
£'000 average per share £'000 average per share
number of (p) number of (p)
shares shares
Basic earnings per share 8,417 321,700,594 2.62 4,262 320,183,217 1.33
Effect of dilutive securities
Employee share options - 5,854,584 - 5,965,108
Diluted earnings per share 8,417 327,555,178 2.57 4,262 326,148,325 1.31
Year ended 31 March 2025 (Audited)
Earnings Weighted Earnings
£'000 average per share
number of (p)
shares
Basic earnings per share 6,533 320,623,575 2.04
Effect of dilutive securities
Employee share options - 5,315,007 -
Diluted earnings per share 6,533 325,938,582 2.00
Adjusted earnings per share and adjusted diluted earnings per share, based on
the adjusted profit attributable to the equity holders of the parent (adjusted
profit for the period add non-controlling interest share of loss), is based on
the following data:
6 months ended 30 September 2025 6 months ended 30 September 2024 (Re-stated)
Earnings Weighted Earnings Earnings Weighted Earnings
£'000 average per share £'000 average per share
number of (p) number of (p)
shares shares
Adjusted basic earnings per share 15,418 321,700,594 4.79 15,679 320,183,217 4.90
Effect of dilutive securities
Employee share options - 5,854,584 - 5,965,108
Adjusted diluted earnings per share 15,418 327,555,178 4.71 15,679 326,148,325 4.81
Year ended 31 March 2025 (Re-stated)
Earnings Weighted Earnings
£'000 average per share
number of (p)
shares
Adjusted basic earnings per share 26,459 320,623,575 8.25
Effect of dilutive securities
Employee share options - 5,315,007 -
Adjusted diluted earnings per share 26,459 325,938,582 8.12
8. Business combinations
Contingent consideration
The Group has entered into contingent consideration arrangements in purchasing several subsidiaries. Final amounts payable under these agreements are all subject to future performance and the acquired business achieving pre-determined EBITDA targets, over the three years following acquisition, with the exception of Upowa Ltd which is over five years.
The fair value of all contingent consideration is based on a discounting cash flow model, applying a discount rate of between 4.1% and 23.6%, based on the acquired company's WACC, to the expected future cash flows.
Summarised below are the fair values of the contingent consideration at both acquisition and reporting date, the potential undiscounted amount payable and the discount rates applied within the discounting cash flow models, for each acquisition where contingent consideration arrangements were in place during the period.
Company acquired Fair value at Fair value at
Fair value at acquisition 30 Sept 2025 30 Sept 2024
£'000 £'000 Undiscounted £'000 Undiscounted amount payable at
amount payable at 30 Sept 2024
Discount rate 30 Sept 2025 £'000
£'000
Taylor Maxwell Group (2017) Limited 4.1% - - - 293 293
Leadcraft Limited 10.4% 722 - - 96 96
Upowa Ltd 16.1% - 10,069 676 896 1,557 2,309
23.6%
Beacon Roofing Limited 13.0% 1,365 442 442 603 682
E. T. Clay Products Limited 16.0% 1,043 - - - -
Heritage Clay Tiles Limited 20.0% 82 - - - -
Group Topek Holdings Limited 12.5% 12,134 8,142 8,973 13,644 15,866
TSL Assets Limited 12.9% 12,319 11,469 13,211 13,461 16,533
Total 37,734 20,729 23,522 29,654 35,779
The potential undiscounted amount payable in respect of E. T. Clay Products Limited and Heritage Clay Tiles Limited ranged from £nil to £3,480,000, the amount payable for Group Topek Holdings Limited ranges from £nil to £17,700,00, and the amount payable for TSL Assets Limited ranges from £nil to £20,700,000. It is not possible to determine a range of outcomes for other acquisitions as the arrangements do not contain a maximum payable.
The acquisition of Modular Clay Products Ltd was also subject to further payments depending on future performance over the three years following acquisition. Based on current interpretation guidance concerning contingent payments to employees under IFRS 3, the earn-out amounts payable are recognised in profit or loss over the earn-out period as remuneration costs. This is due to the inclusion of a 'good leaver' clause in the share purchase agreement, under which the earn-out consideration payment is forfeited. The earn-out consideration is therefore deemed to effectively be contingent on the continued employment of the seller. The earn-out period concluded during the interim period and a charge of £187,000 has been recognised in the period ended 30 September 2025 (H1 FY25: £310,000) in respect of this earn-out consideration, presented within other administrative expenses.
Company acquired Finance
expense
Fair value at £'000 Fair value Fair value at
31 March 2025 (gain)/loss Settlement 30 Sept 2025
£'000 £'000 £'000 £'000
Taylor Maxwell Group (2017) Limited 241 - - (241) -
Upowa Ltd 1,918 68 - (1,310) 676
Beacon Roofing Limited 606 38 (202) - 442
Group Topek Holdings Limited 8,458 513 (829) - 8,142
TSL Assets Limited 14,941 700 1,523 (5,695) 11,469
Total 26,164 1,319 492 (7,246) 20,729
A sensitivity in respect of the inputs into the discounted cash flow model, determining the contingent consideration, is outlined in note 9.
9. Financial instruments
Fair values
The significant unobservable inputs used in the fair value measurements categorised within level 3 of the fair value hierarchy, together with a quantitative sensitivity analysis at 30 September and 31 March are shown below:
Financial instrument Valuation technique Significant Range/ Sensitivity of the
Unobservable estimate input to fair value
inputs
Contingent Present value of future cash flows Assumed probability-Adjusted EBITDA of acquired entities. Sept 2025: The higher the Adjusted EBITDA, the higher the
Consideration in a business combination (note 8) £6,372,000 - fair value. If forecast
£32,411,000 EBITDA was 10% higher, while all other variables
remained constant, the
Sept 2024: fair value of the overall contingent consideration liability would increase by
£2,590,000 (2024: £2,527,000). A 10% decrease in EBITDA would result in a
£293,000 - decrease in the liability of £4,135,000 (2024: £2,993,000).
£27,665,000 (March 2025: increase of £2,843,000 and decrease of £2,505,000)
March 2025: The higher the discount
£664,000 - rate, the lower the fair value. If the discount rate applied was 2% higher,
while all other variables remained constant, the fair value of the overall
£19,301,000 contingent consideration liability would decrease by £358,000 (2024:
£733,000). A 2% decrease in the rate would result in an increase in the
liability of £373,000 (2024: £772,000).
(March 2025: decrease of £506,000 and increase of £530,000)
Discount rate
Sept 2025:
12.5% - 23.6%
Sept 2024:
4.1% - 23.6%
March 2025:
12.5% - 23.6%
Reconciliation of level 3 fair value measurements of financial instruments
6 months ended 6 months ended Year ended
30 Sept 2025 30 Sept 2024 31 March 2025
£'000 £'000 (Audited)
Contingent consideration liability £'000
At 1 April 26,164 30,448 30,448
Finance expense charged to profit or loss 1,319 1,861 3,681
Settlement (7,246) (2,785) (9,159)
Fair value losses recognised in profit or loss 492 130 1,194
At 30 September/31 March 20,729 29,654 26,164
10. Loans and borrowings
6 months ended 6 months Year ended
30 Sept 2025 ended 31 March 2025
£'000 30 Sept 2024 (Audited)
£'000 £'000
Current loans and borrowings at 1 April 18,732 8,620 8,620
Non-current loans and borrowings at 1 April 60,644 62,911 62,911
Total loans and borrowings at 1 April 79,376 71,531 71,531
Issue of bank loans 109,000 103,000 207,500
Repayment of bank loans (101,000) (107,000) (210,000)
Movement in overdraft facility (945) 4,082 10,112
Other movements* 117 117 233
Loans and borrowings at 30 September/31 March 86,548 71,730 79,376
Analysed as:
Current loans and borrowings 17,787 12,702 18,732
Non-current loans and borrowings 68,761 59,028 60,644
Loans and borrowings at 30 September/31 March 86,548 71,730 79,376
*Other movements relate to interest accrued, arrangement fees incurred and the amortisation of those fees.
The Directors consider that the carrying amount of loans and
borrowings approximates to their fair value. Non-current bank loans comprise a
principal loan value of £69,000,000 (2024: £59,500,000, March 2025:
£61,000,000) less arrangement fees of £239,000 (2024: £472,000, March 2025:
£356,000), which are amortised over the term of the loan.
At 30 September 2025, the Group had a revolving credit facility
of £90,500,000, including an ancillary carve out of a £5,000,000 overdraft.
The revolving facility bears interest at a variable rate based on the SONIA.
At the reporting date, interest was charged at a rate of 2.4% above the
adjusted SONIA interest rate benchmark.
The Group also has a notional pool agreement, whereby certain
cash balances within the Group are entitled to be offset, providing the
overall overdrawn balance does not exceed the £5,000,000 facility limit.
11. Assets classified as held for sale
At 31 March 2025, the Group had classified its Sutton Coldfield property as held for sale. The fair value at 31 March 2025 was deemed to be £2,190,000, based on an offer received of £2,200,000, less estimated selling costs of £10,000.
The sale was completed in May 2025 for consideration of £2,200,000. In the year ended 31 March 2025, an impairment loss of £433,000 was recognised in impairment losses on financial assets in respect of this property and associated property, plant and equipment assets. A further loss on disposal of £21,000 was recognised within administrative expenses during the period, as a result of the final selling costs exceeding the estimate at 31 March 2025.
12. Related party transactions
In accordance with IAS 24 and AIM Rule 19, the Group has undertaken the following transactions with related parties.
Transactions and balances between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note.
Key management personnel
Year ended
6 months 6 months 31 March 2025
ended ended (Audited)
30 Sept 2025 30 Sept 2024 £'000
£'000 £'000
Key management personnel compensation
Short-term employee benefits 2,760 3,033 5,799
Post-employment benefits 18 28 78
Share-based payment expense 443 78 681
3,221 3,139 6,558
Key management personnel consists of members on the Board of Directors and the Group's Senior Leadership Team during the interim period.
During the interim period, the Group made sales amounting to £42,000 (2024: £nil and year to 31 March 2025: £4,000) to members of key management. A £nil balance was included within trade receivables at each reporting date, in respect of these sales.
Other related parties
Included within trade and other receivables/payables are the following amounts due from/to other related parties, at the reporting date:
Amounts owed by related parties Amounts owed to related parties
6 months ended 6 months Year ended 6 months ended 6 months Year ended
30 Sept 2025 ended 31 March 2025 30 Sept 2025 ended 31 March 2025
£'000 30 Sept 2024 (Audited) £'000 30 Sept 2024 (Audited)
£'000 £'000 £'000 £'000
Associates - 4 2 - 35 40
Other related parties 1 1 12 - - -
1 5 14 - 35 40
During the period, the Group made a loan of €nil (2024: €225,000 and year to 31 March 2025: €225,000) to its joint venture, equating to £nil (2024: £190,000 and year to 31 March 2025: £190,000) at the reporting date. Interest of £nil (2024: £142,000 and year to 31 March 2025: £142,000) was charged in the period. The full outstanding balance of £5,318,000 was impaired during the interim period to 30 September 2024.
Transactions undertaken between the Group and its related parties during the year were as follows:
Sales to related parties Purchases from related parties
6 months ended 6 months Year ended 6 months ended 6 months Year ended
30 Sept 2025 ended 31 March 2025 30 Sept 2025 ended 31 March 2025
£'000 30 Sept 2024 (Audited) £'000 30 Sept 2024 (Audited)
£'000 £'000 £'000 £'000
Associates - - 24 - 96 426
Joint ventures - - - - - 259
Other related parties 21 67 200 365 448 764
21 67 224 365 544 1,449
The Group sold its share in its associate on 3 April 2025 for consideration of £150,000.
Other related parties comprise of entities owned by directors or key management. Sales to other related parties related to building materials. Purchases from associates related to bricks and tiles, and purchases from other related parties related to rent payable.
Right of use assets in respect of properties leased from other related parties had a carrying value of £3,964,000 (2024: £5,065,000 and 31 March 2025: £4,690,000), while associated lease liabilities of £3,888,000 (2024: £4,754,000 and 31 March 2025: £4,819,000) are included at the period end.
Included within the right of use carrying values of properties leased from other related parties is a total of £3,875,000 (2024: £4,973,000 and 31 March 2025: £4,505,000) in relation to properties leased from Queensgate Bracknell Limited, a company co-owned by and controlled by a former director, Alan Simpson, and a member of key management, Paul Hamilton. The associated lease liabilities amounted to £3,799,000 (2024: £4,653,000 and 31 March 2025: £4,624,000). Rent of £333,000 (2024: £431,000 and 31 March 2025: £764,000) was paid to Queensgate Bracknell Limited during the period.
13. Post balance sheet events
There have been no subsequent events requiring further disclosure or adjustments to these financial statements.
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