REG - Carr's Group PLC - Interim Results and CEO Succession
07/05/2025 07:00
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RNS Number : 5814H Carr's Group PLC 07 May 2025
7 May 2025
CARR'S GROUP PLC
(''Carr's", the ''Company'', or the ''Group'')
INTERIM RESULTS AND CEO SUCCESSION
Strong, profitable growth in continuing operations
Significant progress towards pure-play specialist agriculture transformation,
with clear growth strategy and focus on delivering value
Carr's Group plc (CARR.L), announces its unaudited interim results for the six
months ended 28 February 2025 ("H1 2025", "H1 FY25", or the "Period").
Adjusted (Continuing Operations) H1 2025 H1 2024 (restated) +/-%
Revenue (£'m) 50.6 47.3 +7.0
Operating profit (£'m) 5.9 3.6 +62.6
Profit before tax (£'m) 5.9 3.8 +54.8
Earnings per share (p) 5.1 3.5 +45.7
Statutory (Continuing Operations) H1 2025 H1 2024 (restated) +/-%
Revenue (£'m) 50.6 47.3 +7.0
Operating profit (£'m) 7.7 1.6 +366.6
Profit before tax (£'m) 7.7 1.8 +319.5
Basic earnings per share (p) 6.5 1.9 +242.1
Interim dividend per share (p) 1.2 2.35 -48.9
Statutory H1 2025 H1 2024 (restated) +/-%
Profit for the period (£'m) 7.1 2.8 +150.3
Basic earnings per share (p) 7.5 3.0 +150.0
Net cash/(debt) (£'m):
Continuing Group 15.7 12.5
Engineering Division (0.3) (4.5)
Total Group 15.4 8.0
Financial Highlights:
· Agriculture Continuing Operations
· H1 FY25 revenues increased by 7.0% on prior year to £50.6m (H1
2024 restated: £47.3m)
· H1 FY25 adjusted operating profit increased by 33.4% to £7.0m
(H1 2024 restated: £5.3m)
· UK low moisture block tonnage increased by 13% year on year
whilst US volumes grew by 3% despite continued difficult market conditions
· Central costs
· Central costs, on an adjusted basis, of £1.1m (H1 2024: £1.6m)
· Ongoing cost reduction measures continue following Engineering
disposals
· Adjusting items
· Continuing Operations: net £1.8m income of adjusting items
(pre-tax) comprising:
§ £2.9m of gain on disposal of investment / non-core properties and related
assets
§ £0.9m of restructuring costs
§ £0.2m costs relating to pension scheme buy-in
· Discontinued Operations: net costs of £0.7m relating to closure
and sale of discontinued activities
· Net cash / debt
· Half year-end net cash of £15.7m (H2 2024: Net cash £8.0m) -
prior to payment of final dividend for FY24
· Dividends
· Interim dividend of 1.2p per share (H1 2024: 2.35p) to be paid
on 20 June 2025 to all shareholders on the register at close of business on 16
May 2025, irrespective of any later decision to participate in the Tender
Offer
· Future dividend quantum distributed will increase at least in
line with earnings through semi-annual payments reflecting the anticipated
reduced shares in issue following the Tender Offer
Strategic highlights:
· Engineering Disposal:
· Completed the disposal of the larger part of the Engineering
Division for £75m enterprise value on 22 April 2025
· Ongoing process to realise value for the remaining Chirton
Engineering business
· Group Simplification:
· Completed the sale of 8 investment / non-core properties for
£7m to date in FY25
· Completed the de-risking of its defined benefit pension scheme
through a policy buy-in in January 2025
· Ongoing focus on central cost reduction through the rightsizing
of central functions:
§ H1 adjusted central costs £1.1m vs H1 FY24: £1.6m
§ Engineering disposal allows further savings to be implemented
· Strategic transformation of Agriculture Division
· Focussed growth strategy as a global specialist in feed
supplements for pasture-based livestock announced in December 2024
· Good progress made across each strategic driver of value
creation:
§ Improve operating margin across current portfolio:
· Agriculture H1 adjusted operating margin of 13.9% vs 11.2% in
prior period
§ Deliver profitable growth in core businesses:
· Volume of core low moisture block product sold in H1 up 6.7%
on prior year
§ Expansion into new extensive grazing-based growth geographies:
· Opportunities in growing, counter seasonal, southern hemisphere
geographies being actively assessed
· Structural under-performance and non-core activities addressed:
§ Non-core and loss making Afgritech business closed and sold in October 2024
§ Loss making New Zealand operations closed and third-party distributor
appointed
§ Consultation over closure of loss-making Animax site in progress with
outsourced production of boluses being developed
· Return of capital:
· A Tender Offer process to return up to £70m to shareholders
will be initiated in the second half of May 2025 and is expected to conclude
in early July (subject to shareholder approval)
· Board Change:
· As a result of the transformation into a pure-play Agriculture
business, Group CEO David White will step down with effect from 30 June 2025,
at which point Josh Hoopes, currently CEO Global Agriculture, will be
appointed CEO for the business
Outlook
With dependence on agriculture markets across the northern hemisphere, in the
short to medium term the performance of the Group will be more seasonal than
prior to the disposal of the Engineering Division. Whilst we anticipate the
positive trading momentum from the first half will continue, the second half
of the year typically experiences lower seasonal trade across our markets
which will moderate overall performance. In addition, completion of the main
Engineering disposal will enable further reductions in central costs.
Trading conditions in the US, particularly in the southern states, remain
challenging, largely due to climatic factors, with the anticipated recovery in
US herd size likely to be later than the previously anticipated second half of
2025, impacting expected performance in FY26. Across all our markets, our
strategic priority remains to deliver increased market share and margin
enhancements through disciplined commercial execution.
David White, Chief Executive Officer of Carr's Group said:
"Today's interim results clearly demonstrate the benefits of our strategic
transformation to a specialist agriculture manufacturer. During the period the
Group has achieved significant milestones through the sale of the bulk of the
Engineering Division, the development of a clear and refocused Agriculture
strategy, with substantial progress made in corporate simplification through
pension de-risking, sale of excess properties and ongoing central cost
reduction.
I would like to thank current and former colleagues in the Engineering
Division and Group functions for their hard work and dedication in delivering
a successful realisation of value for the Engineering Division. With the
planned return of capital to shareholders expected to complete in early July,
the time is right to transition leadership to our CEO Global Agriculture, Josh
Hoopes. As such I shall step down as Group CEO on 30 June 2025, at which point
Josh will be appointed as CEO for the business. The Board has full confidence
that under Josh's leadership and through execution of our refocused strategy
the business can achieve significant profitable growth and drive shareholder
returns. I wish him and the team every success as they pursue exciting
opportunities that lie ahead."
Tim Jones, Chairman of Carr's Group said:
"The Company's transition into a pure-play specialist manufacturer of research
proven, value-added livestock supplements is almost complete. I would like to
thank David White for his role in expertly leading this transformation with
clarity and pace. David's help in assembling and enabling the team of
agriculture specialists to take the Company forward and in strengthening and
de-risking our balance sheet - as our Interim results illustrate - perfectly
positions us for the next phase of our strategy. Under Josh Hoopes' ongoing
leadership we have every confidence in the delivery of that strategy and of
the value that it can create.''
Carr's Group plc +44 (0) 1228 554 600
David White, Chief Executive Officer
Gavin Manson, Chief Financial Officer
Hudson Sandler +44 (0) 20 7796 4133
Nick Lyon / Hattie Dreyfus
About Carr's Group plc:
Carr's is a pure-play specialist Agriculture manufacturer and provider of
research proven, value-added livestock supplements such as feed licks, blocks,
bagged minerals and boluses.
The business operates manufacturing sites across three different countries,
selling expert-developed products under five globally respected and market
leading brands to over 20 countries worldwide.
Interim Management Report
Strategic transformation as a pure-play specialist agriculture manufacturer
Following the decision to focus future growth on the Group's Agriculture
strategy and to seek to realise value for the Engineering Division the Group
announced the completion of the sale of the bulk of the Engineering Division
to US Group, Cadre Holdings, Inc. on 22 April 2025. A process to realise value
for the remaining Engineering business, Chirton Engineering, is progressing to
plan.
The Group intends returning up to £70m proceeds of sale of the Engineering
Division to shareholders through a tender offer process to be instigated
shortly that will, subject to shareholder approval, be complete in early July.
The actions above, combined with the corporate simplification activities
referred to below, leave the Group well positioned to pursue future growth
through implementation of the focussed Agriculture strategy announced with our
FY24 results in December 2024.
Following the successful transition of the Group to a single division focussed
on Global Agriculture it is a suitable time for the business to be led by a
management team with wide experience in the Agriculture sector, exclusively
focussed on delivering the Group's Agriculture strategy. As such, on 30 June
2025, David White will step down as Group CEO and Josh Hoopes, who joined the
Group as CEO Global Agriculture in March 2024, will become CEO of the
business.
Renewed Agriculture Strategy
The Group will establish itself as a global leader in feed supplements for
cattle, horses, sheep and goats. The Group's mission is to drive sustainable
global food security through enhancements to pasture grazing productivity,
enabled by research-based products that optimise livestock performance and
profitability for farmers.
The Group's strategic framework is built upon three core strengths:
1. Global specialist in livestock supplements
2. Strategically located operations with local sales execution
3. Patented, research backed product portfolio
This strategic focus will deliver superior operating margin and return on
capital employed. Value creation in the short to medium term will be
achieved by:
1. Improving operating margins across the retained strategic
portfolio
2. Delivering commercial growth through these core businesses
3. Expanding into new extensive grazing-based growth markets
Focus will be on delivering value to our customers and shareholders through
our specialised, research-backed and trusted product portfolio of low moisture
blocks, complemented by strategic distribution of other supplements like
minerals and boluses. These will initially be supplied through our own
production sites at Silloth and Ayr in the UK, Belle Fourche and Poteau in the
US and through our joint venture partners in Germany and the US.
Opportunities for entry into key southern hemisphere growth markets are being
actively explored, positioning the Group for sustained global expansion.
The early implementation of this strategy has seen the Group exit Afgritech,
its loss-making US dairy feed business in October 2024, close its operations
in New Zealand (moving to a third-party distribution model for that market)
and enter consultation over the closure of its Animax production site in
Suffolk, with subsequent option of outsourced bolus production.
Corporate Simplification
Key to delivery of a focussed and value generating Group is the simplification
and right-sizing of Group operations following the disposal of both the
Engineering Division in FY25 and the Agricultural Supplies Division in FY23.
In the current financial period, the Group has completed the purchase of a
'buy-in insurance policy' to de-risk its defined benefit pension scheme. This
matches liabilities under the scheme with insured assets and provides Scheme
members with security over their benefits.
Additionally, in the current financial year the Group has completed the
disposal of a further eight investment / unused properties for consideration
of £7m. These properties included the Group's former Head Office premises in
Carlisle.
The disposal of the Engineering Division and the appropriate integration of
the businesses comprising the Group going forward allow the continued
reduction of Group central costs. Driving further cost efficiencies remains a
key focus for the Board.
Engineering Disposal
Agreement for the disposal of the bulk of the Engineering Division to Cadre
Holdings, Inc. for an enterprise value of £75m was announced on 16 January
2025. Following receipt of certain regulatory approvals and customer consents
the sale completed on 22 April 2025.
Following settlement of relevant debt and transaction costs the Group received
net cash consideration on completion of £68.6m with a further £1.5m due on
settlement of related RDEC tax claims.
The Group is continuing the process to realise value for the remaining
component of the Engineering Division, Chirton Engineering. This process is
continuing satisfactorily.
Interim results
Continuing Operations
Adjusted (Continuing Operations) H1 2025 H1 2024 (restated) +/-%
Revenue (£'m) 50.6 47.3 +7.0
Operating profit (£'m) 5.9 3.6 +62.6
Profit before tax (£'m) 5.9 3.8 +54.8
Earnings per share (p) 5.1 3.5 +45.7
Statutory (Continuing Operations) H1 2025 H1 2024 (restated) +/-%
Revenue (£'m) 50.6 47.3 +7.0
Operating profit (£'m) 7.7 1.6 +366.6
Profit before tax (£'m) 7.7 1.8 +319.5
Basic earnings per share (p) 6.5 1.9 +242.1
Interim dividend per share (p) 1.2 2.35 -48.9
Statutory H1 2025 H1 2024 (restated) +/-%
Profit for the period (£'m) 7.1 2.8 +150.3
Basic earnings per share (p) 7.5 3.0 +150.0
Net cash/(debt) (£'m):
Continuing Group 15.7 12.5
Engineering Division (0.3) (4.5)
Total Group 15.4 8.0
During the six months ended 28 February 2025 revenue from Continuing
Operations increased 7.0% to £50.6m (H1 2024 restated: £47.3m) reflecting
growth across both our operations in UK and US.
Adjusted operating profit of £5.9m represents an increase of 62.6% from the
prior year (H1 2024 restated: £3.6m). Statutory operating profit of £7.7m
represents an increase of 366.6% from £1.6m in the prior period.
Profit for the period from Continuing Operations of £6.1m (6.5pps) represents
an increase of 246.6% on the prior period £1.8m (1.9pps)
Group
Profit for the period of £7.1m (7.5pps) represents a 150.3% increase on the
prior year £2.8m (3.0pps)
Operational review
Continuing operations
H1 FY25 H1 FY24 - restated Movement
£'m £'m %
Revenue
UK Agriculture 27.6 24.0 15.0%
US Agriculture 23.0 23.3 -1.3%*
Total 50.6 47.3 7.0%
Adjusted Operating Profit
UK Agriculture 3.0 1.7 76.5%
US Agriculture 2.6 2.1 23.8%
JVs 1.4 1.4 -%
Central (1.1) (1.6) -31.3%
Total 5.9 3.6 63.9%
*at constant exchange rate US revenue grew by 1.5%
UK Agriculture
UK Agriculture comprises the Group's Crystalyx® operations in Silloth, its
Scotmin operations in Ayr and the Animax operations near Bury St Edmunds.
Following management integration across the three UK sites last year the
business has benefited from more unified and strategic decision making on
commercial and operational matters. Crystalyx® has performed particularly
well with 13% volume growth, and given its strategic focus will form the
driver of future market share gains and value creation. In our product
portfolio Crystalyx® will be supported by the Scotmin product range and by a
range of boluses similar to those currently produced in our Animax site. In
March 2025 we entered consultation over the closure of the Animax site and
anticipate switching to third party bolus production over the coming months.
US Agriculture
US Agriculture represents the Group's New Generation Supplements ("NGS") feed
blocks business.
Overall volume increased by 3% in the first half of the year however this net
movement comprises a strong performance in the northern US from our Belle
Fourche, South Dakota plant, offset by the combined impact of challenging
market conditions experienced by our southern, Poteau, Oklahoma plant, and the
impact of the closure of our Silver Springs, Nevada plant in December 2023 -
which contributed to prior year volume and revenue. Revenue and EBIT were
negatively impacted by currency movements of c2.1%.
A recovery plan for our Poteau plant is under development to deliver
operational and commercial improvement.
Joint Ventures
The Group continues to target growth through its participation in joint
ventures in selected geographies. In the first half the contribution from our
joint ventures in Germany (1) and the US (2) was flat at £1.4m. We are yet to
see the positive impact of installation of a second production line at the
Gold Bar facility in the US and are working with our JV partner to realise the
anticipated growth. EBIT contribution was negatively impact by currency
movements of c2.5%.
Central
The reduction of central costs continues to be a focus. With progress having
been made in the first half further reductions are planned as a direct
consequence of the disposal of the Engineering Division and integration across
the remaining Group. Net costs on an adjusted basis in the period reduced by
31% from £1.6m to £1.1m.
Balance sheet and cash flow
Cash generated from operating activities in continuing operations in the first
half was £4.6m (H1 2024: £5.4m).
Excluding leases, the Group's continuing operations had net cash of £15.7m as
at 28 February 2025. This was before both the finalisation of pension scheme
de-risking which required payment into an escrow account of £4.5m cash and
the sale of a property in the US realising $2.2m cash.
On 22 April 2025 the Group received £68.6m cash on settlement of the sale of
the bulk of the Engineering Division. A further £1.5m will be received on
settlement of certain RDEC tax claims.
The Group will instigate the return of up to £70m cash to shareholders
through a tender offer process. The process is expected to be complete
(subject to shareholder approval) by early July.
An interim dividend of 1.2 pence per ordinary share will be paid on 20 June
2025 to shareholders on the register on 16 May 2025. This dividend reflects
the Group excluding those Engineering entities sold on 22 April 2025 whose
contribution to current year trading is reflected in the return of capital via
the tender offer. The ex-dividend date will be 15 May 2025.
Outlook
With dependence on agriculture markets across the northern hemisphere, in the
short to medium term the performance of the Group will be more seasonal than
prior to the disposal of the Engineering Division. Whilst we anticipate the
positive trading momentum from the first half will continue, the second half
of the year typically experiences lower seasonal trade across our markets
which will moderate overall performance. In addition, completion of the main
Engineering disposal will enable further reductions in central costs.
Trading conditions in the US, particularly in the southern states, remain
challenging, largely due to climatic factors, with the anticipated recovery in
US herd size likely to be later than the previously anticipated second half of
2025, impacting expected performance in FY26. Across all our markets, our
strategic priority remains to deliver increased market share and margin
enhancements through disciplined commercial execution.
Principal risks and uncertainties
The Group has a process in place to identify and assess the impact of risks on
its business, which is reviewed and updated regularly. The principal risks and
uncertainties for the remainder of the financial year, other than those
impacted directly by the disposal of the Engineering Division are not
considered to have changed materially from those included on pages 28 to 31 of
the FY24 Annual Report and Accounts (available on the Company's website at
www.carrsgroup-ir.com (http://www.carrsgroup-ir.com) ).
CONDENSED CONSOLIDATED INCOME STATEMENT
For the 6 months ended 28 February 2025
6 months ended 6 months
28 February ended Year
2025 29 February ended
(unaudited) 2024 31 August
(unaudited) (restated)(2,3) 2024
(audited)
Notes £'000 £'000 £'000
Continuing operations
Revenue 6,7 50,581 47,252 75,701
Cost of sales (39,127) (38,608) (61,434)
Gross profit 11,454 8,644 14,267
Net operating expenses (5,226) (8,371) (22,436)
Share of post-tax results of joint ventures 6 1,434 1,369 1,374
Adjusted¹ operating profit 6 5,904 3,632 2,168
Adjusting items 8 1,758 (1,990) (8,963)
Operating profit/(loss) 6 7,662 1,642 (6,795)
Finance income 319 585 1,013
Finance costs (316) (400) (681)
Adjusted¹ profit before taxation 6 5,907 3,817 2,500
Adjusting items 8 1,758 (1,990) (8,963)
Profit/(loss) before taxation 6 7,665 1,827 (6,463)
Taxation (1,554) (64) 1,974
Adjusted¹ profit for the period from continuing operations 4,824 3,279 2,461
Adjusting items 8 1,287 (1,516) (6,950)
Profit/(loss) for the period from continuing operations 6,111 1,763 (4,489)
Discontinued operations
Profit/(loss) for the period from discontinued operations 9 944 1,056 (1,231)
Profit/(loss) for the period 7,055 2,819 (5,720)
Earnings/(loss) per ordinary share (pence)
Basic
Profit/(loss) from continuing operations 10 6.5 1.9 (4.8)
Profit/(loss) from discontinued operations 10 1.0 1.1 (1.3)
10 7.5 3.0 (6.1)
Diluted
Profit/(loss) from continuing operations 10 6.4 1.9 (4.8)
Profit/(loss) from discontinued operations 10 1.0 1.1 (1.3)
10 7.4 3.0 (6.1)
1 Adjusted results are consistent with how business performance is measured
internally and is presented to aid comparability of performance. Adjusting
items are disclosed in note 8. An alternative performance measures glossary
can be found in note 21.
(2) Restated to provide comparable information for continuing and discontinued
operations following the classification of the Engineering businesses and
Afgritech LLC as disposal groups in the FY24 Annual Report and Accounts.
Further details of results from discontinued operations and net assets
relating to the disposal groups can be found in note 9.
(3) See note 19 for an explanation of the prior period restatements to the
period ended 29 February 2024.
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the 6 months ended 28 February 2025
6 months
6 months ended ended Year
28 February 29 February 2024 ended
2025 (unaudited) (restated)¹ 31 August
(unaudited) 2024
(audited)
Notes £'000 £'000 £'000
Profit/(loss) for the period 7,055 2,819 (5,720)
Other comprehensive income/(expense)
Items that may be reclassified subsequently to profit or loss:
Foreign exchange translation gains/(losses) arising on
translation of overseas subsidiaries 757 60 (1,492)
Items that will not be reclassified subsequently to profit or loss:
Actuarial (losses)/gains on retirement benefit asset 15 (805) 598 (412)
Taxation credit/(charge) on actuarial (losses)/gains on retirement benefit 201 (150) 103
asset
Other comprehensive income/(expense) for the period, net of tax 153 508 (1,801)
Total comprehensive income/(expense) for the period 7,208 3,327 (7,521)
Total comprehensive income/(expense) attributable to:
Continuing operations 6,099 2,211 (5,430)
Discontinued operations 1,109 1,116 (2,091)
7,208 3,327 (7,521)
1 Restated to provide comparable information for continuing and discontinued
operations following the classification of the Engineering businesses and
Afgritech LLC as disposal groups in the FY24 Annual Report and Accounts.
Further details of results from discontinued operations and net assets
relating to the disposal groups can be found in note 9.
CONDENSED CONSOLIDATED BALANCE SHEET
As at 28 February 2025
As at
As at 29 February As at
28 February 2024 31 August
2025 (unaudited) 2024
(restated) 1
(unaudited) (audited)
Notes £'000 £'000 £'000
Non-current assets
Goodwill 12 2,068 19,192 2,068
Other intangible assets 12 34 3,028 32
Property, plant and equipment 12 9,836 29,902 9,900
Right-of-use assets 12 556 7,112 656
Investment property 12 40 2,600 316
Interest in joint ventures 7,907 7,475 6,288
Other investments 27 27 26
Financial assets
- Non-current receivables - 21 -
Retirement benefit asset 15 799 5,884 1,807
Deferred tax asset 428 26 208
21,695 75,267 21,301
Current assets
Inventories 8,027 22,622 12,062
Contract assets - 10,390 -
Trade and other receivables 15,964 26,294 10,352
Current tax assets 38 2,374 712
Financial assets
- Cash and cash equivalents 13 20,242 21,581 13,714
Assets included in disposal groups and other assets classified as held for 85,468 - 85,663
sale
9
129,739 83,261 122,503
Total assets 151,434 158,528 143,804
Current liabilities
Financial liabilities
- Borrowings 13 (1,606) (8,718) (2,764)
- Leases (244) (1,471) (267)
Contract liabilities - (4,769) -
Trade and other payables (11,380) (20,991) (10,707)
Current tax liabilities (1,354) (55) -
Liabilities included in disposal groups classified as held for sale 9 (31,174) - (31,748)
(45,758) (36,004) (45,486)
Non-current liabilities
Financial liabilities
- Borrowings 13 (2,931) (4,894) (2,913)
- Leases (366) (5,085) (448)
Deferred tax liabilities (24) (4,844) (23)
Other non-current liabilities - (15) -
(3,321) (14,838) (3,384)
Total liabilities (49,079) (50,842) (48,870)
Net assets 102,355 107,686 94,934
Shareholders' equity
Share capital 16 2,361 2,359 2,361
Share premium 16 10,950 10,862 10,945
Other reserves 2,879 3,506 2,115
Retained earnings 86,165 90,959 79,513
Total shareholders' equity 102,355 107,686 94,934
1 See note 19 for an explanation of the prior period restatements to the
period ended 29 February 2024.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the 6 months ended 28 February 2025
Share Capital Treasury Equity Foreign Total
£'000 Share Share Compensation Exchange Other Retained Shareholders'
Premium Reserve Reserve Reserve Reserve Earnings Equity
£'000 £'000 £'000 £'000 £'000 £'000 £'000
At 1 September 2024 (audited) 2,361 10,945 - 324 1,635 156 79,513 94,934
Profit for the period - - - - - - 7,055 7,055
Other comprehensive income/(expense) - - - - 757 - (604) 153
Total comprehensive income - - - - 757 - 6,451 7,208
Equity-settled share-based payment transactions - - - 208 - - - 208
Allotment of shares - 5 - - - - - 5
Transfer - - - (45) - (156) 201 -
At 28 February 2025 (unaudited)
2,361 10,950 - 487 2,392 - 86,165 102,355
At 3 September 2023 (audited) 2,354 10,664 - 264 3,127 190 91,276 107,875
Profit for the period - - - - - - 2,819 2,819
Other comprehensive income - - - - 60 - 448 508
Total comprehensive income - - - - 60 - 3,267 3,327
Dividends paid - - - - - - (3,788) (3,788)
Equity-settled share-based payment transactions - - - 143 - - - 143
Allotment of shares 5 198 - - - - - 203
Purchase of own shares held in trust
- - (74) - - - - (74)
Transfer - - 49 (251) - (2) 204 -
At 29 February 2024 (unaudited) 2,359 10,862 (25) 156 3,187 188 90,959 107,686
At 3 September 2023 (audited) 2,354 10,664 - 264 3,127 190 91,276 107,875
Loss for the period - - - - - - (5,720) (5,720)
Other comprehensive expense - - - - (1,492) - (309) (1,801)
Total comprehensive expense - - - - (1,492) - (6,029) (7,521)
Dividends paid - - - - - - (6,006) (6,006)
Equity-settled share-based payment transactions - - - 358 - - 358
-
Excess deferred taxation on share-based payments - - - - - - 14 14
Allotment of shares 7 281 - - - - - 288
Purchase of own shares held in trust
- - (74) - - - - (74)
Transfer - - 74 (298) - (34) 258 -
At 31 August 2024 (audited) 2,361 10,945 - 324 1,635 156 79,513 94,934
( )
(
)
( )
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
For the 6 months ended 28 February 2025
6 months ended
28 February 2025
(unaudited)
6 months ended
Year ended
29 February 2024 31 August 2024
(unaudited) (audited)
Notes £'000 £'000
£'000
Cash flows from operating activities
Cash generated from continuing operations 17 4,290 3,689 2,657
Interest received 279 444 734
Interest paid (316) (400) (681)
Tax received 366 1,691 1,539
Net cash generated from operating activities in continuing operations 4,619 5,424 4,249
Net cash generated from operating activities in discontinued operations 3,084 108 3,194
Net cash generated from operating activities 7,703 5,532 7,443
Cash flows from investing activities
Sale of disposal group - deferred consideration - 4,000 4,000
Dividends received from joint ventures - 916
-
Purchase of intangible assets (3) (1) (9)
Proceeds from sale of property, plant and equipment 637 3 17
Purchase of property, plant and equipment (193) (384) (1,188)
Proceeds from sale of investment property 3,876 182
-
Net cash generated from investing activities in continuing operations 4,317 3,618 3,918
Net cash used in investing activities in discontinued operations (507) (950) (3,526)
Net cash generated from investing activities 3,810 2,668 392
Cash flows from financing activities
Proceeds from issue of ordinary share capital 4 203 288
Purchase of own shares held in trust - (74) (74)
New financing and drawdowns on RCF - (75)
-
Repayment of RCF drawdowns - (1,816)
-
Lease principal repayments (143) (197) (322)
Repayment of borrowings - (863) (863)
Dividends paid to shareholders - (3,788) (6,006)
Net cash used in financing activities in continuing operations (139) (4,794) (8,793)
Net cash used in financing activities in discontinued operations (867) (751) (1,677)
Net cash used in financing activities (1,006) (5,545) (10,470)
Net increase/(decrease) in cash and cash equivalents 10,507 2,655 (2,635)
Cash and cash equivalents at beginning of the period 7,930 10,769 10,769
Exchange differences on cash and cash equivalents 146 (36) (204)
Cash and cash equivalents at end of the period 18,583 13,388 7,930
Cash and cash equivalents consist of:
Cash and cash equivalents per the balance sheet 20,242 21,581 13,714
Cash and cash equivalents of disposal groups classified as assets held for 7,187 4,802
sale (note 9) -
Bank overdrafts included in borrowings (1,606) (8,193) (2,670)
Bank overdrafts of disposal groups classified as liabilities held for sale (7,240) (7,916)
-
18,583 13,388 7,930
Statement of Directors' responsibilities
The Directors confirm that these condensed consolidated interim financial
statements have been prepared in accordance with UK-adopted International
Accounting Standard 34, 'Interim Financial Reporting' and the Disclosure
Guidance and Transparency Rules sourcebook of the United Kingdom's Financial
Conduct Authority and that the interim management report includes a fair
review of the information required by DTR 4.2.7 and DTR 4.2.8, namely:
· an indication of important events that have occurred during
the first six months of the year and their impact on the condensed set of
interim financial statements, and a description of the principal risks and
uncertainties for the remaining six months of the financial year; and
· material related party transactions in the first six months of the
year and any material changes in the related party transactions described in
the last Annual Report.
The Directors are listed in the FY24 Annual Report and Accounts with the
exception of the following changes in the period: Shelagh Hancock stepped down
from the Board on 31 December 2024, and former Executive Director of
Transformation Martin Rowland was re-appointed Non-Executive Director on 13
November 2024. A list of current Directors is maintained on the website:
www.carrsgroup.com (http://www.carrsgroup.com)
On behalf of the Board
Tim
Jones
David White
Chair
Chief Executive Officer
7 May
2025
7 May 2025
Unaudited notes to condensed interim financial information
1. General information
The Group operates two divisions: Agriculture and Engineering. The Engineering
Division was classified as a disposal group at year end 2024 and is disclosed
as a discontinued operation throughout the condensed consolidated interim
financial statements. The Company is a public limited company, which is listed
on the London Stock Exchange and is incorporated and domiciled in the UK.
The address of the registered office is Warwick Mill Business Centre, Warwick
Bridge, Carlisle, Cumbria CA4 8RR.
These condensed interim financial statements were approved for issue on 7 May
2025.
The comparative figures for the financial year ended 31 August 2024 are not
the Company's statutory accounts for that financial year. Those accounts
have been reported on by the Company's auditor and delivered to the Registrar
of Companies. The report of the auditor was (i) unqualified, (ii) did not
include a reference to any matters to which the auditor drew attention by way
of emphasis without qualifying their report, and (iii) did not contain a
statement under section 498 (2) or (3) of the Companies Act 2006.
2. Basis of preparation
These condensed interim financial statements for the six months ended 28
February 2025 have been prepared in accordance with UK-adopted International
Accounting Standard 34, 'Interim Financial Reporting' and the Disclosure
Guidance and Transparency Rules sourcebook of the United Kingdom's Financial
Conduct Authority.
The annual financial statements of the Group for the year ending 31 August
2025 will be prepared in accordance with UK-adopted International Accounting
Standards and the requirements of the Companies Act 2006. As required by the
Disclosure Guidance and Transparency Rules of the Financial Conduct Authority,
this condensed set of financial statements has been prepared applying the
accounting policies and presentation that were applied in the preparation of
the Company's published consolidated financial statements for the year ended
31 August 2024 which were prepared in accordance with UK-adopted International
Accounting Standards and the requirements of the Companies Act 2006 applicable
to companies reporting under those standards.
The Group is expected to have a sufficient level of financial resources to
operate for a period of at least 12 months from the signing date of these
condensed consolidated interim financial statements. These financial resources
are available through a combination of operating cash flows, cash generated
from the sale of the Engineering Division and bank facilities. The Group's
banking facilities remain in place until December 2026 but have been reduced
following completion of the sale of the Engineering Division.
Detailed cash forecasts continue to be updated regularly for a period of at
least 12 months from the reporting period end. These forecasts are sensitised
for various worst case scenarios including reduction in customer demand and
reliance on key customers; and supply chain constraints and delays impacting
operations. The results of this stress testing showed that, due to the
stability of the core Agriculture business, the Group would be able to
withstand the impact of these severe but plausible downside scenarios
occurring over the period of the forecasts.
In addition, several other mitigating measures remain available and within the
control of the Directors that were not included in the scenarios. These
include withholding discretionary capital expenditure and reducing or
cancelling future dividend payments.
Consequently, the Directors are confident that the Group will have sufficient
funds to continue to meet its liabilities as they fall due for at least 12
months from the signing date of these condensed consolidated interim financial
statements. The Group therefore continues to adopt the going concern basis in
preparing its condensed consolidated interim financial statements.
3. Accounting policies and prior period restatements
The accounting policies adopted are consistent with those of the previous
financial year except for:
Taxation
Income taxes are accrued based on management's estimate of the weighted
average annual income tax rate expected for the full financial year based on
enacted or substantively enacted tax rates as at 28 February 2025. Our
effective tax rate in respect of continuing operations as a percentage of
adjusted tax to adjusted profit before tax excluding results from joint
ventures was 24.2% (H1 2024: restated 22.0%). Joint ventures are excluded as
they are reported net of tax.
3. Accounting policies and prior period restatements
(continued)
Prior period restatements
The results and financial position of the Group for the period ended 29
February 2024 have been restated to reflect the impact of the prior period
restatements recognised in the Annual Report and Accounts for the year ended
31 August 2024. Further details of these restatements can be found in note 19.
4. Significant judgements and estimates
The preparation of 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 expense. Actual results may differ from these estimates.
In preparing these condensed interim financial statements, the significant
judgements made by management in applying the Group's accounting policies and
the key sources of estimation uncertainty were the same as those that applied
to the consolidated financial statements for the year ended 31 August 2024,
with the exception of changes in estimates that are required in determining
the provision for income taxes as explained in note 3.
5. Financial risk management
The Group's activities expose it to a variety of financial risks: market risk
(including currency risk and price risk), credit risk and liquidity risk.
The condensed interim financial statements do not include all financial risk
management information and disclosures required in the annual financial
statements; they should be read in conjunction with the Group's annual
financial statements as at 31 August 2024.
6. Operating segment information
The Group's chief operating decision-maker ('CODM') has been identified as the
Executive Directors. Management has determined the operating segments based
on internal financial information reviewed by the CODM for the purposes of
allocating resources and assessing performance.
The CODM considers the business from a product/services perspective.
Reportable operating segments of continuing operations have been identified as
Agriculture. The previously reported operating segment of Engineering was
classified as a disposal group at year end 2024 and is disclosed as a
discontinued operation in the segmental reporting tables below. Disclosures
for the period ended 29 February 2024 have been restated to aid comparability.
Central comprises the central business activities of the Group's head office,
which earns no external revenues. Disclosures for the period ended 29 February
2024 have also been restated to reflect the impact of the prior period
restatements recognised in the Annual Report and Accounts for the year ended
31 August 2024. Further details can be found in note 19.
Performance is assessed using adjusted operating profit. For internal
purposes the CODM assesses operating profit before material adjusting items
(note 8) consistent with the presentation in the financial statements. The
CODM believes this measure provides a better reflection of the Group's
underlying performance. Sales between segments are carried out at arm's
length.
The following tables present revenue, profit, asset and liability information
regarding the Group's operating segments for the six months ended 28 February
2025 and the comparative periods.
6. Operating segment information (continued)
6 months ended 28 February 2025
Continuing Discontinued operations Total
Agriculture Central Group £'000 Group
£'000 £'000 £'000 £'000
Revenue from external customers(3) 50,581 - 50,581 29,681 80,262
Adjusted(1) EBITDA(2) 6,170 (1,091) 5,079 2,678 7,757
Depreciation, amortisation and profit/(loss) on disposal of non-current assets
(571) (38) (609) 1 (608)
Share of post-tax results of joint ventures 1,434 - 1,434 - 1,434
Adjusted(1) operating profit/(loss) 7,033 (1,129) 5,904 2,679 8,583
Adjusting items (note 8) (325) 2,083 1,758 (738) 1,020
Operating profit 6,708 954 7,662 1,941 9,603
Finance income 319 63 382
Finance costs (316) (459) (775)
Adjusted(1) profit before taxation 5,907 1,865 7,772
Adjusting items (note 8) 1,758 (320) 1,438
Profit before taxation 7,665 1,545 9,210
Taxation (1,554) (601)
(2,155)
Profit for the period 6,111 944
7,055
Segment gross assets 56,943 11,005 67,948 83,486
151,434
Segment gross liabilities (12,454) (5,451) (17,905) (31,174)
(49,079)
1 Adjusted results are consistent with how business performance is
measured internally and is presented to aid comparability of performance.
Adjusting items are disclosed in note 8.
(2 ) Earnings before interest, tax, depreciation, amortisation,
profit/(loss) on the disposal of non-current assets and before share of
post-tax results of joint ventures.
(3 ) There were no inter segment revenues in the period ended 28 February
2025.
6. Operating segment information (continued)
The segmental information for the six months ended 29 February 2024 has been
restated to present continuing operations and discontinued operations
separately. This is to aid comparability with the segmental information
presented for the current period and for the year ended 31 August 2024.
Disclosures in respect of the period ended 29 February 2024 have also been
restated in respect of the prior year adjustments identified in the FY24
Annual Report and Accounts. Further details of the prior period restatements
can be found in note 19.
6 months ended 29 February 2024 (restated)
Continuing Discontinued operations Total Group
£'000
Agriculture Central Group £'000
£'000 £'000 £'000
Revenue from external customers(3) 47,252 - 47,252 34,763 82,015
Adjusted(1) EBITDA(2) 4,665 (1,526) 3,139 3,361 6,500
Depreciation, amortisation and profit/(loss) on disposal of non-current assets
(763) (113) (876) (1,235) (2,111)
Share of post-tax results of joint ventures 1,369 - 1,369 - 1,369
Adjusted(1) operating profit/(loss) 5,271 (1,639) 3,632 2,126 5,758
Adjusting items (note 8) (988) (1,002) (1,990) (228) (2,218)
Operating profit/(loss) 4,283 (2,641) 1,642 1,898 3,540
Finance income 585 45 630
Finance costs (400) (345) (745)
Adjusted(1) profit before taxation 3,817 1,826 5,643
Adjusting items (note 8) (1,990) (228) (2,218)
Profit before taxation 1,827 1,598 3,425
Taxation (64) (542) (606)
Profit for the period 1,763 1,056 2,819
Segment gross assets 58,930 22,368 81,298 77,230 158,528
Segment gross liabilities (15,665) (7,842) (23,507) (27,335) (50,842)
1 Adjusted results are consistent with how business performance is
measured internally and is presented to aid comparability of performance.
Adjusting items are disclosed in note 8.
(2 ) Earnings before interest, tax, depreciation, amortisation,
profit/(loss) on the disposal of non-current assets and before share of
post-tax results of joint ventures.
(3 ) There were no inter segment revenues in the period ended 29 February
2024.
6. Operating segment information (continued)
Year ended 31 August 2024
Agriculture Central Continuing Discontinued operations Total
£'000 £'000 Group £'000 Group
£'000 £,000
Total segment revenue 75,701 - 75,701 72,320 148,021
Inter-segment revenue - - - (2) (2)
Revenue from external customers 75,701 - 75,701 72,318 148,019
Adjusted(1) EBITDA(2) 5,320 (2,868) 2,452 9,298 11,750
Depreciation, amortisation and profit/(loss) on disposal of non-current assets
(1,503) (155) (1,658) (2,599) (4,257)
Share of post-tax results of joint ventures 1,374 - 1,374 - 1,374
Adjusted(1) operating profit/(loss) 5,191 (3,023) 2,168 6,699 8,867
Adjusting items (note 8) (4,488) (4,475) (8,963) (5,663) (14,626)
Operating profit/(loss) 703 (7,498) (6,795) 1,036 (5,759)
Finance income 1,013 102 1,115
Finance costs (681) (765) (1,446)
Adjusted(1) profit before taxation 2,500 6,036 8,536
Adjusting items (note 8) (8,963) (5,663) (14,626)
(Loss)/profit before taxation (6,463) 373 (6,090)
Taxation 1,974 (1,604) 370
Loss for the period (4,489) (1,231) (5,720)
Segment gross assets 48,210 13,933 62,143 81,661 143,804
Segment gross liabilities (11,460) (5,662) (17,122) (31,748) (48,870)
1 Adjusted results are consistent with how business performance is
measured internally and is presented to aid comparability of performance.
Adjusting items are disclosed in note 8.
(2 ) Earnings before interest, tax, depreciation, amortisation,
profit/(loss) on the disposal of non-current assets and before share of
post-tax results of joint ventures.
7. Disaggregation of revenue
The following table presents the Group's reported revenue disaggregated based
on the timing of revenue recognition.
6 months
6 months ended Year
ended 29 February ended
28 February 2024 31 August
2025 (restated) 2024
Timing of revenue recognition - continuing operations £'000 £'000 £'000
At a point in time 50,581 47,252 75,701
50,581 47,252 75,701
6 months
6 months ended Year
ended 29 February ended
28 February 2024 31 August
2025 (restated) 2024
Timing of revenue recognition - discontinued operations £'000 £'000 £'000
Over time 13,063 19,046 39,249
At a point in time 16,618 15,717 33,069
29,681 34,763 72,318
8. Adjusting items
6 months
ended
Year
6 months 29 February
ended
2024
ended
31 August
(restated)
28 February
2024
£'000
£'000
2025
£'000
Continuing operations
Amortisation of acquired intangible assets (i) - 44 89
Restructuring/closure costs (ii) 903 1,654 2,132
Loss on fair value measurement less costs to sell (iii) - - 720
Cloud configuration and customisation costs (iv) 72 292 813
Costs related to pension scheme buy-in (v) 181 - 284
Pension past service costs (vi) - - 2,900
Profit on disposal of investment property and property, plant and equipment (2,914) - (154)
(vii)
Other intangible assets impairment (viii) - - 210
Property, plant and equipment and right-of-use assets impairment (ix) - - 1,969
(Credit)/charge included in profit before taxation (1,758) 1,990 8,963
Taxation effect of the above adjusting items 471 (474) (2,013)
(Credit)/charge included in profit for the period from continuing (1,287) 1,516 6,950
operations
Discontinued operations
Amortisation of acquired intangible assets (i) - 228 446
Closure costs (ii) 418 - -
Loss on fair value measurement less costs to sell and impairment of disposal 351 - 5,217
group assets (iii)
Profit on disposal of property, plant and equipment (vii) (31) - -
Charge included in profit before taxation 738 228 5,663
Taxation effect of the above adjusting items (46) (55) (211)
Charge included in discontinued operations 692 173 5,452
(i) Amortisation of acquired intangible assets which do not relate to
the underlying profitability of the Group but rather relate to costs arising
on acquisition of businesses.
(ii) Restructuring/closure costs in respect of continuing operations
include costs incurred in relation to the restructure of the Agriculture
Division and Group functions. In respect of discontinued operations this
includes costs associated with the closure of Afgritech LLC.
(iii) In the current period discontinued operations includes £351,000
in respect of costs incurred by the parent Company related to the disposal of
the Engineering businesses. These have been included as costs to sell.
In respect of continuing operations at year ended 31 August
2024, the carrying value of assets classified as held for sale exceeded the
fair value less costs to sell. As a result, the carrying values were reduced
to the fair value less costs to sell resulting in a loss of £720,000 being
recognised.
At the year ended 31 August 2024 the carrying value of the
assets and liabilities included in disposal groups classified as held for sale
exceeded the fair value less costs to sell. As a result, the net assets of
these disposal groups were reduced to the fair value less costs to sell. In
addition, an impairment was recognised against the assets of the Chirton
Engineering business. This resulted in a combined loss of £5,217,000.
(iv) Costs relating to material spend in relation to the implementation
of the Group's ERP system that have now been expensed following the adoption
of the IFRIC agenda decision.
(v) Costs incurred related to the process of the Trustees of the
Carr's Group pension scheme seeking an insurer from whom to purchase an
insured bulk annuity ('buy-in'). Costs incurred related to this process have
been included as an adjusting item.
(vi) Pension past service costs related to a Barber Window
equalisation adjustment.
8. Adjusting items (continued)
(vii) During the period the Group sold several properties that had been
classified as held for sale at year ended 31 August 2024. As the disposal of
these properties does not relate to the underlying profitability of the Group
the profit on disposal has been included as an adjusting item in the period.
During the year ended 31 August 2024 the Group disposed of a
property it leased to a third party. As this did not relate to the underlying
profitability of the Group it was included as an adjusting item.
(viii) Impairment of other intangible assets in the year ended 31 August
2024 was in respect of the Animax Ltd cash-generating unit.
(ix) Impairment of property, plant and equipment and right-of-use
assets in the year ended 31 August 2024 was in respect of the Animax Ltd
cash-generating unit.
9. Discontinued operations and non-current assets held for
sale
The FY24 Annual Report and Accounts classified the Engineering Division of the
Group and Afgritech LLC as discontinued operations that were held for sale as
at 31 August 2024.
On 1 November 2024 the Group sold the trade and certain assets classified as
held for sale of Afgritech LLC. Results from this business are classified as
discontinued in this Interim Report.
On 16 January 2025 the Group announced that it had agreed to dispose of its
interests in the Engineering Division, excluding the Chirton Engineering
business, to Cadre Holdings, Inc. for cash consideration on a cash free, debt
free basis, representing an enterprise value of £75m. At 28 February 2025 the
sale had not reached completion and therefore the assets and liabilities of
the Division remained classified as held for sale. In addition, the Chirton
Engineering business, which is subject to a separate sale process, also
remained classified as held for sale at 28 February 2025. The results of these
businesses are classified as discontinued operations.
On 22 April 2025 the Group completed on the sale of the Engineering
businesses, excluding the Chirton Engineering business, to Cadre Holdings,
Inc. for cash consideration on completion of £68.6m with a further £1.5m due
on settlement of related RDEC tax claims.
At 31 August 2024 the Group classified certain of the Group's properties as
held for sale. The majority of these properties were sold during the current
period. Those properties yet to be sold have been classified as held for sale
at 28 February 2025.
The table below shows the results of the discontinued operations.
6 months 6 months Year
ended ended ended
28 February 29 February 31 August
2025 2024 2024
£'000 (restated) £'000
£'000
Revenue 29,681 34,763 72,318
Expenses (27,785) (33,165) (66,893)
Profit before taxation of discontinued operations 1,896 1,598 5,425
Taxation (647) (542) (1,668)
Profit after taxation of discontinued operations 1,249 1,056 3,757
Pre-taxation loss recognised on the measurement to fair value less costs to (351) - (5,052)
sell
Taxation 46 - 64
After taxation loss recognised on the measurement to fair value less costs to (305) - (4,988)
sell
Profit/(loss) for the period from discontinued operations 944 1,056 (1,231)
9. Discontinued operations and non-current assets held for
sale (continued)
The net assets relating to the disposal group that were classified as held for
sale at 28 February 2025 and at 31 August 2024 in the Group balance sheet are
shown below.
At 28 February At 31 August
2025 2024
£'000 £'000
Assets
Goodwill 16,999 16,682
Other intangible assets 2,770 2,726
Property, plant and equipment 18,751 19,209
Right-of-use assets 9,538 8,835
Investment property 275 2,229
Non-current contract assets 271 -
Non-current receivables 21 20
Deferred tax asset 373 357
Inventories 10,582 11,203
Contract assets 10,333 9,220
Trade and other receivables 10,119 12,906
Current tax assets 2,120 2,194
Cash and cash equivalents 7,187 4,802
Impairment under value in use methodology (3,159) (3,159)
Loss on fair value measurement less costs to sell (712) (1,561)
Total assets 85,468 85,663
Liabilities
Borrowings (7,442) (8,326)
Leases (8,242) (8,105)
Contract liabilities (4,532) (4,999)
Trade and other payables (7,144) (6,974)
Current tax liabilities (517) (381)
Deferred tax liabilities (3,297) (2,961)
Other non-current liabilities - (2)
Total liabilities (31,174) (31,748)
Net assets 54,294 53,915
10. Earnings per share
Adjusting items disclosed in note 8 that are charged or credited to profit do
not relate to the underlying profitability of the Group. The Board believes
adjusted profit before these items provides a useful measure of business
performance. Therefore, an adjusted earnings per share is presented as
follows:
6 months ended
29 February 2024 (restated)
6 months Year
ended Ended
31 August 2024
28 February 2025
£'000
£'000
£'000
Continuing operations
Earnings/(loss) 6,111 1,763
(4,489)
Adjusting items:
Amortisation of acquired intangible assets - 44
89
Restructuring/closure costs 903 1,654
2,132
Loss on fair value measurement less costs to sell - -
720
Cloud configuration and customisation costs 72 292
813
Costs related to pension scheme buy-in 181 -
284
Pension past service costs - - 2,900
Profit on disposal of investment property and property, plant and equipment (2,914) -
(154)
Other intangible assets impairment - -
210
Property, plant and equipment and right-of-use assets impairment - - 1,969
Taxation effect of the above 471 (474)
(2,013)
Earnings - adjusted 4,824 3,279
2,461
Discontinued operations
Earnings/(loss) 944 1,056
(1,231)
Adjusting items:
Amortisation of acquired intangible assets - 228
446
Closure costs 418 -
-
Loss on fair value measurement less costs to sell and impairment of disposal 351 - 5,217
group assets
Profit on disposal of property, plant and equipment (31) -
-
Taxation effect of the above (46) (55)
(211)
Earnings - adjusted 1,636 1,229
4,221
Continuing operations 6,111 1,763
(4,489)
Discontinued operations 944 1,056
(1,231)
Total earnings/(loss) (basic) 7,055 2,819
(5,720)
Continuing operations 4,824 3,279
2,461
Discontinued operations 1,636 1,229
4,221
Total earnings (adjusted) 6,460 4,508
6,682
Number
Number Number
Weighted average number of ordinary shares in issue 94,436,826 94,164,086 94,284,735
Potentially dilutive share options 865,710 926,448
-
95,302,536 95,090,534 94,284,735
Earnings/(loss) per share (pence) (restated)
Continuing operations
Basic 1.9p
6.5p (4.8)p
Diluted 6.4p 1.9p
(4.8)p
Adjusted 3.5p
5.1p 2.6p
Diluted adjusted 5.1p 3.4p
2.6p
Discontinued operations
Basic 1.1p
1.0p (1.3)p
Diluted 1.0p 1.1p
(1.3)p
Adjusted 1.3p
1.7p 4.5p
Diluted adjusted 1.7p 1.3p
4.5p
Total Group
Basic 3.0p
7.5p (6.1)p
Diluted 7.4p 3.0p
(6.1)p
Adjusted 4.8p
6.8p 7.1p
Diluted adjusted 6.8p 4.7p 7.1p
11. Dividends
There have been no interim dividends (H1 2024: £1,105,740) paid in the
period. A final dividend of £2,691,482 (H1 2024: £2,682,733) in respect of
the period to 31 August 2024 was paid on 10 March 2025.
12. Intangible assets, property, plant and equipment, right-of-use
assets and investment property
Other
intangible assets Property,
£'000 plant and equipment Right-of-use Investment
Goodwill £'000 assets Property
£'000 £'000 £'000
6 months ended 28 February 2025
Opening net book amount at 1 September 2024 2,068 32 9,900 656 316
Exchange differences - 2 258 - -
Additions and lease modifications - 3 196 69 -
Disposals - - (64) (40) -
Depreciation and amortisation - (3) (454) (129) (1)
Transferred to assets held for sale - - - - (275)
Closing net book amount at 28 February 2025 2,068 34 9,836 556 40
6 months ended 29 February 2024
Opening net book amount at 3 September 2023 19,161 3,318 29,950 7,323 2,640
Exchange differences 31 3 49 3 -
Additions and lease modifications - 5 1,324 490 -
Disposals - - (2) (70) -
Depreciation and amortisation - (298) (1,419) (634) (40)
Closing net book amount at 29 February 2024 19,192 3,028 29,902 7,112 2,600
Capital commitments contracted, but not provided for, by the continuing Group
at the period end amount to £nil (H1 2024 restated: £nil).
13. Borrowings
As at As at As at
28 February 29 February 31 August
2025 2024 2024
£'000 £'000 £'000
Current 1,606 8,718 2,764
Non-current 2,931 4,894 2,913
Total borrowings 4,537 13,612 5,677
Cash and cash equivalents as per the balance sheet (20,242) (21,581) (13,714)
Net cash (15,705) (7,969) (8,037)
Undrawn facilities 25,690 27,583 25,638
The table above includes undrawn facilities of £3.6m in respect of
discontinued operations at 29 February 2024. Current borrowings include bank
overdrafts of £1.6m (H1 2024: £8.2m (continuing operations £1.8m;
discontinued operations £6.4m); YE 2024: £2.7m). Undrawn facilities include
£3.7m (H1 2024: £7.3m (continuing operations £3.7m; discontinued operations
£3.6m); YE 2024: £3.6m) in respect of facilities that are renewable on an
annual basis.
Movements in borrowings are analysed as follows: 6 months 6 months
ended ended
28 February 2025 29 February 2024
£'000 £'000
Balance at start of period 5,677 18,920
Exchange differences 2 37
New bank loans and drawdowns on RCF - (75)
Repayments of borrowings (98) (1,127)
Release of deferred borrowing costs 19 19
Net decrease to bank overdraft (1,063) (4,162)
Balance at end of period 4,537 13,612
14. Financial instruments
IFRS 13 requires financial instruments that are measured at fair value to be
classified according to the valuation technique used:
Level 1 - quoted prices (unadjusted) in active markets for
identical assets or liabilities
Level 2 - inputs, other than Level 1 inputs, that are observable
for the asset or liability, either directly (i.e. as prices) or indirectly
(i.e. derived from prices)
Level 3 - unobservable inputs
Transfers between levels are deemed to have occurred at the end of the
reporting period. There were no transfers between levels in the above
hierarchy in the period.
The Group had no derivative financial instruments at any of the balance sheet
dates presented in this Interim Report.
15. Retirement benefit asset
The amounts recognised in the Income Statement are as follows:
6 months 6 months ended 29 February 2024 Year
ended 28 February 2025 ended
31 August
2024
£'000 £'000 £'000
Administrative expenses 243 171 477
Past service costs - - 2,900
Net interest on the net defined benefit asset (40) (141) (280)
Total expense 203 30 3,097
Net interest on the defined benefit retirement asset is recognised within
interest income.
The amounts recognised in the Balance Sheet are as follows:
As at As at As at
28 February 29 February 31 August
2025 2024 2024
£'000 £'000 £'000
Present value of funded defined benefit obligations (42,298) (42,928) (46,421)
Fair value of scheme assets 43,097 48,812 48,228
Surplus in funded scheme 799 5,884 1,807
Actuarial losses of £805,000 (H1 2024: gains of £598,000) have been reported
in the Statement of Comprehensive Income.
Based on a review of the Scheme's Trust Deed the Directors believe that there
is a right to recognise, and that there is no restriction on the recognition
of, the pension surplus. The balance sheets presented in this Interim Report
recognise the full surplus.
16. Share capital
Number of shares Share capital Share premium £'000 Total
£'000
£'000
Allotted and fully paid ordinary shares of 2.5p each
Opening balance as at 1 September 2024 94,433,080 2,361 10,945 13,306
Proceeds from shares issued:
- Share save scheme 4,890 - 5 5
At 28 February 2025 94,437,970 2,361 10,950 13,311
Opening balance at 3 September 2023 94,150,362 2,354 10,664 13,018
Proceeds from shares issued:
- Share save scheme 199,432 5 198 203
At 29 February 2024 94,349,794 2,359 10,862 13,221
16. Share capital (continued)
4,890 shares were issued in the period to satisfy the share awards under the
share save scheme with exercise proceeds of £4,498. The related weighted
average price of the shares exercised in the period was £0.92 per share.
Since the period end the Company's issued share capital has increased to
94,446,555 shares due to the issue of 8,585 shares under the share save scheme
with exercise proceeds of £9,218 and a related weighted average exercise
price of £1.07 per share.
17. Cash generated from continuing operations
6 months
6 months ended Year
ended 29 February ended
28 February 2024 31 August
2025 (restated) 2024
£'000 £'000 £'000
Profit/(loss) for the period from continuing operations 6,111 1,763 (4,489)
Adjustments for:
Tax 1,554 64 (1,974)
Tax credit in respect of R&D (54) (54) (116)
Depreciation of property, plant and equipment 454 653 1,264
Depreciation of right-of-use assets 129 189 327
Depreciation of investment property 1 40 67
Intangible asset amortisation 3 46 93
Other intangible assets impairment and amounts written off - - 229
Property, plant and equipment impairment - - 1,906
Right-of-use assets impairment - - 63
Loss on fair value measurement less costs to sell - - 720
(Profit)/loss on disposal of property, plant and equipment (390) (1) 9
Loss/(profit) on disposal of right-of-use assets 9 (7) (13)
Profit on disposal of investment property (2,511) - (154)
Net fair value charge on share-based payments 43 68 164
Other non-cash adjustments (55) (180) (347)
Interest income (319) (585) (1,013)
Interest expense and borrowing costs 335 419 712
Share of post-tax results of joint ventures (1,434) (1,369) (1,374)
IAS 19 income statement charge (excluding interest):
Past service cost - - 2,900
Administrative expenses 243 171 477
Changes in working capital:
Decrease in inventories 4,186 4,622 2,982
(Increase)/decrease in receivables (5,218) (5,213) 84
Increase in payables 1,203 3,063 140
Cash generated from continuing operations 4,290 3,689 2,657
18. Related party transactions
The Group's significant related parties are its joint ventures, as disclosed
in the FY24 Annual Report and Accounts.
Sales to Purchases Net management charges to Amounts
from owed from Amounts
owed to
£'000 £'000 £'000 £'000 £'000
6 months to 28 February 2025
Joint ventures 387 (266) 41 103 (42)
6 months to 29 February 2024
Joint ventures 374 (318) 97 122 (40)
19. Prior period restatements
The results and financial position of the Group for the period ended 29
February 2024 have been restated to reflect the impact of the prior period
restatements recognised in the Annual Report and Accounts for the year ended
31 August 2024.
Subsequent to the publication of the 2024 interim statement, two areas of
accounting were reviewed and revised in the year ended 2024 with the impact
being a reclassification between revenue and cost of sales and an increase to
assets and liabilities. There was no impact to profit or net assets.
The first was a reassessment of certain costs incurred in the UK Agriculture
business, by reference to the agent/principal guidance within IFRS 15. This
resulted in a gross up of revenue and cost of sales on the face of the income
statement for costs previously recognised net within cost of sales, with no
impact on profitability.
The second reassessment related to items of re-usable packaging in which
finished goods were sold in the US Agriculture business. Previously these were
accounted for as stock consumables with no material impact on the income
statement. The accounting for these items was reconsidered under the
requirements of IFRS 15. The resulting adjustment grossed up revenue and cost
of sales on the income statement, with no profitability impact. The balance
sheet was also grossed up to show an asset and corresponding liability to
reflect a sale with a right to return under IFRS 15.
The results and financial position of the Group's continuing operations for
the period ended 29 February 2024 have been restated to reflect these.
19. Prior period restatements (continued)
The affected financial statement line items are as follows.
29 February 2024 (previously
29 February 2024 (previously reported - continuing operations only) Restatement in respect of previously netted amounts 29 February 2024 (restated - continuing operations only)
reported - Group) £'000 £'000 Restatement in respect of packaging £'000
£'000 £'000
Income Statement
Revenue 81,372 46,608 384 260 47,252
Cost of sales (63,574) (37,964) (384) (260) (38,608)
29 February 2024 (previously reported) Restatement in respect of packaging 29 February 2024
£'000 £'000 (restated)
£'000
Balance Sheet
Trade and other receivables 24,186 2,108 26,294
Current assets 81,153 2,108 83,261
Total assets 156,420 2,108 158,528
Trade and other payables (18,883) (2,108) (20,991)
Current liabilities (33,896) (2,108) (36,004)
Total liabilities (48,734) (2,108) (50,842)
The opening balance sheet of the prior period ended 29 February 2024 has been
restated and the affected financial statement line items are as follows.
2 September 2023 (previously reported)¹ Restatement in respect of packaging 2 September 2023
£'000 £'000 (restated)
£'000
Balance Sheet
Trade and other receivables 24,592 2,302 26,894
Current assets 86,138 2,302 88,440
Total assets 160,021 2,302 162,323
Trade and other payables (16,556) (2,302) (18,858)
Current liabilities (36,863) (2,302) (39,165)
Total liabilities (52,146) (2,302) (54,448)
1 Previously reported values in the Interim Report for the half year ended
29 February 2024.
20. Post balance sheet events
Since the period end the Group completed on the sale of the Engineering
businesses, excluding the Chirton Engineering business, to Cadre Holdings,
Inc. for cash consideration on completion of £68.6m with a further £1.5m due
on settlement of related RDEC tax claims.
The Group has also disposed of a property in the US that was included in
assets held for sale at 28 February 2025 for gross proceeds of $2.2m.
21. Alternative performance measures
The Interim Results include alternative performance measures ('APMs'), which
are not defined or specified under the requirements of IFRS. These APMs are
consistent with how business performance is measured internally and are also
used in assessing performance under the Group's incentive plans. Therefore,
the Directors believe that these APMs provide stakeholders with additional
useful information on the Group's performance.
Alternative performance measure Definition and comments
EBITDA Earnings before interest, tax, depreciation, amortisation, profit/(loss) on
the disposal of non-current assets and before share of post-tax results of the
joint ventures. EBITDA allows the user to assess the profitability of the
Group's core operations before the impact of capital structure, debt financing
and non-cash items such as depreciation and amortisation.
Adjusted EBITDA Earnings before interest, tax, depreciation, amortisation, profit/(loss) on
the disposal of non-current assets, before share of post-tax results of the
joint ventures and excluding items regarded by the Directors as adjusting
items. This measure is reconciled to statutory operating profit and statutory
profit before taxation in note 6. EBITDA allows the user to assess the
profitability of the Group's core operations before the impact of capital
structure, debt financing and non-cash items such as depreciation and
amortisation.
Adjusted operating profit Operating profit after adding back items regarded by the Directors as
adjusting items. This measure is reconciled to statutory operating profit in
the income statement and note 6. Adjusted results are presented because if
included, these adjusting items could distort the understanding of the Group's
performance for the period and the comparability between the periods
presented.
Adjusted operating margin Adjusted operating profit as defined above as a percentage of revenue.
Adjusted profit before taxation Profit before taxation after adding back items regarded by the Directors as
adjusting items. This measure is reconciled to statutory profit before
taxation in the income statement and note 6. Adjusted results are presented
because if included, these adjusting items could distort the understanding of
the Group's performance for the period and the comparability between the
periods presented.
Adjusted profit for the period Profit after taxation after adding back items regarded by the Directors as
adjusting items. This measure is reconciled to statutory profit after taxation
in the income statement. Adjusted results are presented because if included,
these adjusting items could distort the understanding of the Group's
performance for the period and the comparability between the periods
presented.
Adjusted earnings per share Profit attributable to the equity holders of the Company after adding back
items regarded by the Directors as adjusting items after tax divided by the
weighted average number of ordinary shares in issue during the period. This is
reconciled to basic earnings per share in note 10.
Adjusted diluted earnings per share Profit attributable to the equity holders of the Company after adding back
items regarded by the Directors as adjusting items after tax divided by the
weighted average number of ordinary shares in issue during the period adjusted
for the effects of any potentially dilutive options. Diluted earnings per
share is shown in note 10.
Net (cash)/debt The net position of the Group's cash at bank and borrowings excluding leases.
Details of the movement in borrowings is shown in note 13.
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