REG - Essentra plc - Results for the Half Year Ended 30 June 2025
Tue 07:00
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RNS Number : 8817S Essentra plc 29 July 2025
ESSENTRA PLC
("Essentra", the "Group" or the "Company")
RESULTS FOR THE HALF YEAR ENDED 30 JUNE 2025
First half performance in line with expectations
FY25 expectations unchanged
Results at a glance
( ) H1 2025 £m H1 2024 £m Change Constant FX Change Actual FX
Revenue 152.4 159.7 (1.1)% (4.6)%
Adjusted(1) operating profit 16.5 21.8 (19.8)% (24.3)%
Adjusted(1) operating margin 10.8% 13.7% (250)bps (290)bps
Adjusted(1) pre-tax profit 12.5 17.7 (25.0)% (29.4)%
Adjusted(1) basic earnings per share 3.4p 4.6p (21.8)% (26.1)%
Adjusted(1) net cash flow from operating activities 17.4 17.5 3.9% (0.6)%
Reported operating profit 5.3 8.1 (24.5)% (34.6)%
Reported pre-tax profit 1.3 4.0 (58.3)% (67.5)%
Reported net profit 0.3 2.5 (82.6)% (88.0)%
Reported basic earnings per share 0.1p 0.9p - (88.9)%
Dividend per share 0.8p 1.25p - (36.0)%
Reported net cash inflow from continuing operating activities(2) 10.8 14.5 - (25.5)%
Free cash flow(2) 11.9 12.5 - (4.8)%
Net debt excluding lease liabilities(4) 68.7 59.7 - -
Net debt excluding lease liabilities to adjusted EBITDA(3,4) 1.5x 1.1x - -
Numbers reported on a continuing operations basis
Financial performance
· H1 2025 performance in line with the Board's expectations
· Revenue of £152.4m (H1 2024: £159.7m), 1.1% lower on a constant
currency basis
· Adjusted(1) operating profit £16.5m (H1 2024: £21.8m),
representing adjusted(1) operating margin of 10.8% (H1 2024: 13.7%)
· Excellent adjusted(1) cash conversion of 106% (H1 2024: 80%) with
an adjusted(1) net cash inflow from operating activities of £17.4m (H1 2024:
£17.5m)
· Net debt of £68.7m excluding IFRS16 lease liabilities (31
December 2024 £68.2m), representing leverage of 1.5x adjusted EBITDA(3)
· Interim dividend of 0.8p per share, consistent with the Company's
policy for cover in the order of three times adjusted earnings
Market and operational performance
· Group like-for-like ("LFL") sequential revenue improvement in H1
2025 compared to the H2 2024 exit rate, with further momentum from Q1 2025
into Q2
· Increased new order intake across all regions year-on-year
· EMEA LFL revenue reduced 4.5% year-on-year, with the rate of
contraction easing through the second quarter, in line with external
indicators
· Americas returned to growth in the period, reporting +0.7% LFL
revenue growth year-on-year, benefitting from improved pricing performance,
stabilisation within the wider customer industrial environment and growth in
distributor end-channels
· APAC delivered +9.5% LFL revenue growth year-on-year, supported by
the China export market to the rest of Asia and continues to reflect the
growth of access hardware sales and new customer projects offsetting a mixed
domestic China market
· Close control of overhead costs across the business while balancing
re-investment with regional volume demand
Outlook
· Board expectations for FY 2025 adjusted(1) operating profit remain
unchanged
· Margins are expected to improve through H2 as a result of operational
and commercial initiatives that have been actioned in the first half,
including a review of our footprint and enhanced pricing initiatives. These
actions, alongside volumes remaining consistent with Q2 levels, will support
margin accretion and modest revenue growth in the second half of the year
· The acquisition pipeline remains strong and management is actively
reviewing certain bolt-on acquisition opportunities, in accordance with the
Group's acquisition strategy
· Management actions and initiatives across the organisation to drive
growth and operational excellence, well-positioning the business for when
markets return
Commenting on the Half Year results, Scott Fawcett, Chief Executive, said:
"The Group delivered a first half financial performance in line with Board
expectations, whilst navigating continued external global challenges and mixed
macroeconomic conditions. We have been particularly encouraged by the
resilience and performance in Americas and APAC through the first half of
2025, with both regions returning to year-on-year revenue growth.
H1 2025 revenue performance improved sequentially from the exit rate in H2
2024, with further growth of 1.1% in Q2 2025 compared to Q1. It is also
encouraging that there are signs of momentum in new order intake, with all
three regions reporting an increase year-on-year.
The Group continues to demonstrate excellent cash control, with conversion in
the period of 106%, underpinning balance sheet strength and flexibility, and
supporting delivery of our growth strategy both via organic investment and
providing optionality for bolt-on acquisition opportunities.
The Group continues to focus on delivering a "hassle-free" proposition to our
customers, and remains focused on the elements that are within our control.
Management have actioned a number of operational and commercial initiatives in
the first half, including a review of our footprint and pricing initiatives.
These actions, alongside volumes remaining consistent with Q2 levels, will
support margin accretion and modest revenue growth in the second half of the
year. Our full year expectations are unchanged, and we remain committed to the
successful delivery of our medium-term targets."
(1 On a continuing operations basis, before amortisation of acquired
intangible assets and adjusting items. Further details can be found in Note 3
of the Condensed Consolidated Interim Financial Statements.)
(2 A reconciliation of free cash flow and net cash inflow from continuing
operating activities is set out in the Financial Review section.)
(3 Adjusted EBITDA is defined as operating profit before depreciation (and
other amounts written off property, plant and equipment), share option
expense, amortisation of acquired intangible assets and adjusting items.) (Net
debt to adjusted EBITDA including lease liabilities is 1.8x (H1 2024: 1.4x).)
(4 Presented on a last twelve months basis excluding lease liabilities.
£95.5m (H1 2024: £89.1m) when including lease liabilities)(.)
Enquiries
Essentra plc FTI Consulting
Rowan Baker, Chief Financial Officer Richard Mountain
Claire Goodman, Head of Investor Relations Ariadna Peretz
Emma Reid, Company Secretary FTI_essentra@fticonsulting.com (mailto:FTI_essentra@fticonsulting.com)
Tel: +44 (0)1908 359100 Tel: +44 (0)20 3727 1340
Presentation
A copy of these results is available on www.essentraplc.com
(http://www.essentraplc.com)
There will be a presentation to analysts and investors starting at 08:30am
(UK time, registration from 08:00am) on Tuesday 29 July 2025 at the offices
of FTI Consulting (200 Aldersgate, Aldersgate Street, London EC1A 4HD).
There are two options for participating in the event:
1. To attend in person, please e-mail your details to
investorrelations@essentra.com (mailto:investorrelations@essentra.com)
2. To join the live webcast of the presentation, please pre-register at
http://www.essentraplc.com/en/investors/company-information/webcasts-and-presentations
(http://www.essentraplc.com/en/investors/company-information/webcasts-and-presentations)
A recording of the webcast will be made available on the Company's website
later in the day.
Notes to Editors
About Essentra plc
Essentra plc is a leading global provider of essential components and
solutions, focusing on the manufacture and distribution of plastic injection
moulded, vinyl dip moulded and metal items.
Headquartered in the United Kingdom, Essentra's global network extends to 28
countries worldwide and includes c.3,000 employees, 14 manufacturing
facilities, 26 distribution centres and 37 sales & service centres serving
c.64,000 customers with a rapid supply of low cost but essential products for
a variety of applications in industries such as equipment manufacturing,
automotive, fabrication, electronics, medical and renewable energy. For
further information, please visit www.essentraplc.com
(http://www.essentraplc.com)
LEI: 5493007MOZNA03BVNE96
Cautionary forward-looking statement
These results contain forward-looking statements based on current expectations
and assumptions. Various known and unknown risks, uncertainties and other
factors may cause actual results to differ from future results or developments
expressed or implied from the forward-looking statements. Each forward-looking
statement speaks only as of the date of this document. The Company accepts no
obligation to revise or update these forward-looking statements publicly or
adjust them to future events or developments, whether as a result of new
information, future events or otherwise, except to the extent legally
required.
CEO Review
First half performance
Consistent with the AGM trading update shared in May 2025, market recovery
continues to vary by region. EMEA LFL revenue reduced by 4.5% compared to the
prior year, with the rate of contraction slowing through H1 2025. The Americas
reported a return to revenue growth with +0.7% LFL improvement in the period,
continuing the momentum seen within the wider customer environment through the
second half of 2024, with growth in distributor end-channels as volumes
continue to normalise, and improved pricing performance. APAC maintained its
positive growth trajectory with +9.5% LFL revenue growth in the period,
remaining resilient despite mixed domestic demand in China, with growth
continuing to be supported by the export market to the rest of the APAC
region.
H1 2025 revenue improved sequentially from the exit rate in H2 2024, with
further growth of 1.1% in Q2 2025 compared to Q1 2025 on a constant currency
basis. There are encouraging signs of momentum in new order intake, with all
three regions reporting an increase year-on-year.
Gross margins in H1 2025 softened to 43.6% (H1 2024: 46.4%), led by volume,
geographic sales mix and Turkish inflation, with margins improving in Q2 2025
to 45.7%. Pricing and operational initiatives have been actioned through H1,
and the Group anticipates this to benefit margins in H2. Cost control remains
disciplined and is under regular review, in line with volumes.
Group strategy and medium-term targets
Whilst continuing to navigate external global challenges and mixed
macroeconomic conditions, Essentra is making progress in a number of strategic
areas, that are outlined below, to support the achievement of its medium-term
targets.
The medium-term ambition of the business is supported by:
· A clear strategy to drive market share gains, underpinned by our
leading market position in a highly fragmented market
· Margin expansion from scale, operating efficiencies and pricing
initiatives
· A highly cash generative business model with continued focus on
working capital management and a strong balance sheet
· A clear capital framework to support growth and drive further
shareholder returns.
Essentra continues to invest selectively in growth initiatives that are
expected to drive market share gains, supported by its leading position in a
highly fragmented market. Key focus areas include enhancing technology,
customer experience, product offering and expert advice, all of which will
enable further progress in driving cross-selling and increasing market share,
whilst also developing its people and entering new markets and geographies.
A number of strategic opportunities and initiatives are being pursued,
including growing the access hardware business in each region by targeting
growth markets such as energy transition and digital infrastructure. Future
growth and efficiencies continue to be supported by embedding enabling
technology as seen through the deployment of the ERP platform in addition to
deploying a new connected planning platform to enhance our service proposition
in each region.
One of Essentra's medium-term targets remains the delivery of an adjusted
operating margin of c.18% by 2030, supported by the organic and total revenue
CAGR targets. While adjusted operating margin has decreased in H1 from 13.7%
in the prior year to 10.8%, mainly driven by volume, geographic sales mix and
Turkish inflation, the Group's disciplined approach to cost control and
procurement activities to support margins remains strong. Throughout H1, the
Group has continued to take operational and commercial actions that are
expected to lead to improvements in volume. At the same time, the business has
retained the capacity to grow and taken actions to manage costs and drive
efficiencies to ensure it remains well-positioned to take advantage of market
recoveries when they occur.
Essentra continues to have an active M&A pipeline and is actively
reviewing certain bolt-on acquisition targets. Successful delivery of revenue
and cost synergies within a disciplined acquisitions framework is a key
element of the Group's strategy. The acquisitions of BMP TAPPI in 2023 and
Wixroyd in 2022 continue to demonstrate the Company's ability to successfully
identify and execute on opportunities to enhance earnings and deliver revenue
and cost synergies, predominantly through cross-selling to existing customers.
Essentra is fundamentally well-positioned, with a unique business model in a
highly fragmented market combining manufacturing and distribution, enabling
breadth and depth of product offering alongside a "hassle-free" customer
offering. The business is diversified, with attractive exposure to structural
growth markets, and generates high and stable gross margins through the cycle,
with the scope to expand through scale and operational effectiveness.
Tariffs
The Group retains its view that it is well-positioned with established supply
chains and operational capacity to navigate the increased uncertainty within
global trading conditions. Essentra has a global manufacturing and
distribution footprint with 14 manufacturing sites worldwide. In all three
regions, the significant majority of products that are made in region, are
sold in region and therefore, the direct impact of tariffs is limited. Through
the first half, the Group worked closely with its customers and supply chain,
and has started to pass through the incremental costs associated with tariff
changes. Additional actions, including the redirection of the flow of
manufactured goods from lower tariff jurisdictions, are also being considered
to fully mitigate any direct impact should implementation be required. The
Americas region specifically continues to optimise its competitive position
resulting from scale and ability to serve customers in-region which is leading
to increased commercial opportunities, some of which have materialised in Q2.
Ordinary dividend
The Board has declared a 2025 interim dividend of 0.8 pence per share. The
interim dividend is in line with the Group's dividend policy maintaining full
year dividend cover in the order of three times adjusted earnings.
The interim dividend will be paid on 24 October 2025 to shareholders on the
share register at the record date, being 19 September 2025. The ex-dividend
date will be 18 September 2025. Essentra operates a Dividend Re-Investment
Programme ("DRIP"), details of which are available from the Company's
Registrars, Computershare Investor Services PLC. The final date for DRIP
elections will be 3 October 2025.
Share buyback programme
The Company's share buyback programme remains in progress. The pace of
deployment is dependent on the Group's capital allocation opportunities and
priorities, and in particular the timing and access to earnings accretive
acquisitions.
Since the launch of the programme to 30 June 2025, a total of 17,158,227
shares have been purchased, at an average purchase price of 173.2 pence per
share, totalling £29.8m. Of the shares purchased, 4,141,321 were transferred
into treasury, and 13,016,906 have subsequently been cancelled, which
represented 4.3% of the issued share capital of the Company (excluding
treasury shares) when the programme commenced.
Outlook
The Group traded as anticipated in H1 2025 and performance is in line with
Board expectations. The Board's FY25 expectations remain unchanged.
The Group remains resilient and has seen a quarterly sequential improvement in
revenue during 2025 H1, and also compared to the second half of 2024.
Encouragingly, all three regions are reporting an increase in new order intake
year-on-year. Looking ahead to H2, margins are expected to improve as a result
of operational and commercial initiatives actioned in H1, including a review
of our footprint and pricing initiatives. These actions, alongside volumes
remaining consistent with Q2 levels, will support margin accretion and modest
revenue growth in the second half of the year.
The business continues to maintain a balanced approach to cost control, whilst
also investing appropriately in value-enhancing growth initiatives and
assessing bolt-on growth opportunities that will support long-term value
creation. The Board remains confident in the Group's ability to achieve its
medium-term strategic plan and financial targets, underpinned by the strength
of Essentra's business model and supported by a number of ongoing management
actions and initiatives across the organisation to drive growth and
operational excellence.
Regional Review
EMEA
H1 2025 % growth % growth
£m Constant FX Actual FX
Revenue 82.0 (4.5) (8.3)
Gross profit 39.9 (12.6) (15.5)
Gross margin 48.7% (450)bps (410)bps
Revenue for the half year was £82.0m, a 4.5% reduction on a constant currency
basis, compared to the prior year, with the rate of contraction easing since
H2 2024. Q1 2025 saw constant currency revenue 4.7% lower, easing to a
reduction of 3.4% in Q2 2025, compared to the prior year period on a trading
day adjusted basis. The region is performing against a strong H1 2024
comparative, which is set to ease through H2. Trends in the current year are
improving, with the region reporting c.2% higher sales per trading day in Q2
2025 compared to Q1 2025 and 1.4% improvement in new order intake compared to
the prior year which will support momentum heading into the second half.
The business in Turkey has sustained stronger momentum relative to Core Europe
in H1 and has benefitted from the growth of faster growing end-markets
including energy transformation and digital infrastructure. Following the
challenges associated with the hyperinflationary environment, gross margins in
Turkey remained stable compared to H2 2024 and are improving through Q2. Q1
saw high labour cost inflation which was not fully offset by pricing, but this
position has improved during Q2 as a result of local currency devaluation and
additional price increases. The geographic mix of Turkey revenue growth in
comparison to Core Europe has partially contributed to the dilution in EMEA
and overall Group gross margin through H1.
Within Core Europe (excluding Turkey), consumer products and automotive
end-markets continue to be supressed, whilst industry sectors such as general
industrial equipment remain strong. By product category, sales of product
launches from the BMP TAPPI and Wixroyd product ranges continue to accelerate,
demonstrating cross-selling opportunities.
The planned ERP deployments in H1 2025 are on track, with four additional
sites deployed. The ERP deployment in West Europe in December 2024, including
the distribution hub in Germany, combined with increased new order intake, has
generated an elevated level of backlog in the first half, requiring a
temporary increase in labour and freight cost to normalise service levels.
This resulted in temporary gross margin dilution, which is expected to unwind
through the second half.
As highlighted above, EMEA gross margins of 48.7% (H1 2024: 52.8%) were
impacted by reduced volumes, geographic sales mix, Turkish inflation and
temporary investment to normalise service levels during the ongoing ERP
implementation. Second half volumes remaining consistent with levels seen in
Q2, alongside enhanced pricing initiatives will support margin accretion and
modest revenue growth through H2.
AMERICAS
H1 2025 % growth % growth
£m Constant FX Actual FX
Revenue 50.0 +0.7 (2.5)
Gross profit 19.4 +2.3 (0.5)
Gross margin 38.8% +60bps +80bps
H1 revenue was £50.0m with growth of 0.7% on a constant currency basis
compared to the prior year, benefitting from improved pricing performance. The
region continued to see stabilisation within the wider customer industrial
environment, which is consistent with the trends in H2 2024, and growth in
distributor end-channels as volumes continued to normalise. Americas saw first
quarter constant currency revenue growth of 3.0% and flat sales in Q2 compared
to the prior year, on a trading day adjusted basis.
The sequential improvements in revenue through 2024, which continued into
2025, are led by an increasing opportunity pipeline and strong levels of
customer activity, particularly within the telecoms and automation
end-markets. New order intake is c.3% ahead of H1 2024. Pricing actions have
started to deliver benefit in Q2, with a targeted approach to sales price
increases taken in response to the tariff environment and cost inflation. A
further tranche of price increases will deliver further benefits through the
second half. The region has a strong local manufacturing and distribution
footprint, and is therefore well-positioned to win new business within a
volatile tariff environment where customers are seeking to secure supply. A
number of new opportunities and project wins have crystalised as customers
revaluate their supply chains, demonstrating Essentra's competitive advantage.
As part of its medium-term strategy, the Group continues to review and enhance
its commercial and operational footprint. During H1, the decision was taken to
close the region's manufacturing site in Costa Rica, following a thorough
review of the regional operating cost base and the service needs of its
customers. As previously announced, in 2023 the region opened a substantial
new manufacturing and distribution hub in Monterrey, Mexico, both to increase
production capacity for existing customers in North America but also to grow
its customer base in Mexico and Latin America. The facility is now strongly
positioned to support both current and future demand within the region.
Through H2, operations in Costa Rica will transfer to Mexico and the Costa
Rica site is anticipated to close by the end of 2025.
The region delivered H1 gross margin of 38.8% (H1 2024: 38.0%), a 60bps
improvement on a constant currency basis. Pricing and a proactive approach to
cost management have been sustained as volumes show signs of normalising.
Further margin accretion is anticipated through H2, supported by operational
leverage, footprint efficiencies and realising the full benefit of pricing
actions taken in H1
APAC
H1 2025 % growth % growth
£m Constant FX Actual FX
Revenue 20.4 +9.5 +7.4
Gross profit 7.2 +0.1 (2.7)
Gross margin 35.3% (330)bps (360)bps
The APAC region delivered revenue of £20.4m in H1 2025, an improvement of
9.5% on a constant currency basis compared to the prior year. On a trading day
adjusted basis, the first quarter performance was 7.7% ahead of the prior year
with growth in Q2 of 4.7%.
Aligned with previous trading updates, performance continues to be driven by
the market dynamics in China (c.70% of APAC revenue; c.8% of Group revenue),
which has seen mixed domestic market demand. Growth year-on-year within the
region continues to be led by the export market to the rest of the APAC
region, supported by a pipeline of commercial opportunities, including the
access hardware product range and higher growth end-markets such as renewable
energy and telecoms.
Investments in commercial activities in South East Asia have continued through
H1, including the launch of a new Vietnamese website and enhancement of our
service proposition in Thailand, improving local service with local stock
holding in our Rayong facility.
Within the period, the Group reviewed its operating model in Japan and the go
to market approach to develop greater commercial opportunity and future market
share. The existing facility in Ningbo, China is now servicing a select number
of distributors in Japan and providing greater level of reach into the Japan
market than previously. Direct operations in Japan closed in Q2 which will
drive greater cost efficiencies through the second half.
Whilst gross profit has remained stable year-on-year on a constant currency
basis, the region has seen a dilution in gross margins to 35.3% (H1 2024:
38.9%). Revenue growth in the period has been led by specific customer
projects manufactured in China that hold a lower contribution margin. This
near-term dilution is seen as temporary, with a number of customer projects in
the pipeline, alongside incremental pricing actions anticipated to drive
margin improvements through the second half. The cost base remains
well-controlled, with resourcing investments in line with volume growth.
Sustainability progress
The Group is pleased with the continued significant progress in sustainability
to date in 2025 and continues to make good progress in decarbonising its
global footprint, focusing on renewable energy tariffs and energy saving
initiatives across the manufacturing footprint. Essentra is now on track to
hit its 2030 SBTi target of 50% reduction in its scope 1 and 2 emissions by
end of 2025, which is five years earlier than planned.
Material sourcing is key to the Essentra's sustainability strategy. In H1, the
percentage of materials from sustainable sources across its manufactured
polymer ranges increased to 20% in H1, from 18% at the end of 2024.
The sustainability Centre of Excellence is continuing to further drive the
development of new and more sustainable products; Essentra continues to
innovate and develop relationships with its customers to identify new
commercial opportunities. In Q2, after a series of successful trials, Essentra
launched its first 100% post-consumer recycled content range, including
c.1,000 products from the general protection product range.
In addition, the business is delighted to have been recognised by the
Financial Times as a leader in reducing greenhouse gas emissions intensity,
featuring in the 2025 Europe Climate Leaders List and has been included in
CDP's Supplier Engagement Assessment A-list for the 2024 disclosure cycle.
Financial Review
Constant currency, like-for-like, and adjusted measures are provided to
reflect the underlying financial performance of Essentra. For further details
on the performance metrics used by Essentra, please refer to pages 14-15 and
19-20 of the Essentra plc Annual Report 2024.
Constant foreign exchange rates. The constant exchange rate basis adjusts the
comparative to exclude the effect of currency movements, to show the
underlying performance of the Company. The principal exchange rates for
Essentra were:
-------- Average -------- -------- Closing --------
H1 2025 H1 2024 H1 2025 H1 2024
£:US$ 1.30 1.27 1.37 1.26
£:€ 1.19 1.17 1.17 1.18
Re-translating at H1 2025 average exchange rates decreases the prior year
revenue by £5.6m, decreases prior year gross profit by £2.2m and decreases
prior year operating profit by £1.3m.
Like-for-like ("LFL"). The term "like-for-like" describes the performance of
the continuing business on a comparable basis, adjusting for the impact of
acquisitions, disposals and foreign exchange.
Discontinued operations. In H1 2025 no amounts were recognised as discontinued
operations (H1 2024: £1.2m post-tax loss), as reported in the Condensed
Consolidated Interim Income Statement.
Adjusted basis. The term "adjusted" excludes the impact of amortisation of
acquired intangible assets and adjusting items, less any associated tax
impact. In H1 2025, amortisation of acquired intangible assets was £5.5m (H1
2024: £5.9m), and there was a pre-tax charge for adjusting items of £5.7m
(H1 2024: £7.8m). In line with previous guidance, current year adjusting
items include £4.9m major "SaaS" development expenditure; and £0.8m relating
to legacy pension scheme costs. Further details on adjusting items are shown
in Note 3 to the Condensed Consolidated Interim Financial Statements.
Adjusted operating cash flow. Adjusted operating cash flow is net cash flow
from operating activities, excluding income tax paid, contributions to legacy
pension schemes and cash flows relating to adjusting items, less net capital
expenditure. It is a measure of the underlying cash generation of the
business. Net capital expenditure is included in this measure as Management
regard investment in operational assets (tangible and intangible) as integral
to the underlying cash generation capability of the Company.
Net finance expense. Net finance expense of £4.0m compared to £4.1m in the
prior year period.
Tax. The effective tax rate ("ETR") for H1 2025 on adjusted profit before tax
(before adjusting items and amortisation of acquired intangible assets) is
22.4% (H1 2024: 25.7%). The reduction in H1 2025 ETR is due to the release of
a provision previously held in Germany, reducing the tax rate by 420bps. The
medium-term guidance remains closely aligned to the tax rates applied in the
majority of jurisdictions in which the Group operates and is 26-28%.
Adjusted operating cash flow from continuing operations. Adjusted operating
cash flow from continuing operations of £17.4m equating to an operating cash
conversion of 105.5% at the half year (H1 2024: £17.5m and 80.3%). Free cash
flow was £11.9m (H1 2024: £12.5m).
H1 2025 H1 2024
£m £m
Adjusted operating profit 16.5 21.8
Depreciation and amortisation of non-acquired intangible assets 5.8 6.0
Right-of-use asset depreciation 3.1 3.0
Share option expense / other movements 0.5 0.9
Change in working capital (4.3) (9.9)
Net capital expenditure (4.2) (4.3)
Adjusted operating cash flow from continuing operations 17.4 17.5
Tax (1.0) (1.1)
Cash outflow in respect of adjusting items(1) (9.8) (6.2)
Add back: net capital expenditure 4.2 4.3
Net cash inflow from continuing operating activities(2) 10.8 14.5
Adjusted operating cash flow from continuing operations 17.4 17.5
Tax (1.0) (1.1)
Net interest paid (4.5) (3.9)
Free cash flow 11.9 12.5
(1 Pension contribution of £1.0m in H1 2025 for legacy pension schemes has
been included within cash outflow in respect of adjusting items (H1 2024:
£0.5m).)
(2 Statutory cash flows from operating activities can be found in the
Condensed Consolidated Interim Financial Statements.)
Net debt. Net debt at the end of the period was £68.7m compared to net debt
of £68.2m at 31 December 2024 (excluding lease liabilities of £26.8m). The
marginal increase in net debt in the period was supported by excellent
operational cash flow generation in the first six months of 2025 offset by
cash outflow in respect of adjusting items.
Whilst the Group's net debt position has remained stable in the period
compared to the FY25 results, on a 12 month rolling adjusted EBITDA basis, the
leverage position has increased to 1.5x remaining in line with the medium-term
guidance target. Guidance for the full year, and in the medium term remains
unchanged <1.5x, supported by strong operating cash conversion across the
Group.
H1 2025
£m
Net debt as at 1 January 2025 68.2
Free cash flow (11.9)
Cash outflow in respect of adjusting items 9.8
Share buyback 0.9
Principal Lease payments 2.9
Amortisation of arrangement facility fees paid 0.1
Movement in loan hedging derivatives 5.4
Foreign exchange (6.7)
Net debt as at 30 June 2025 68.7
Banking and refinancing facilities. One of the main sources of funding for the
Company is a Revolving Credit Facility ("RCF") provided by a group of five
banks totalling £200.0m. As at 30 June 2025, £37.2m was drawn (30 June 2024:
£32.6m drawn).
In June 2025, the Company exercised a one-year extension to the term of its
existing RCF to July 2030 with all five banks, while maintaining the existing
covenants, terms and size. The extension provides the Company with greater
stability as well as reducing the need for frequent refinancing activities,
providing greater liquidity to support our operational and strategic
initiatives.
The Company retains $102.5m of long dated US Private Placement debt ("USPP")
at an average coupon rate of 3.8%.
Type Amount Interest Rate Maturity
RCF £200.00m Floating July 2030
USPP $32.80m 3.62% July 2028
USPP $34.85m 3.90% July 2031
USPP $34.85m 4.00% July 2033
Treasury policy and controls. Essentra has a centralised treasury function to
manage funding, liquidity and exposure to interest rate and foreign exchange
risk. Treasury policies are approved by the Board and cover the nature of the
exposure to be hedged, the types of derivatives that may be employed and the
criteria for investing and borrowing cash. The Company intends to use
derivatives to manage foreign currency and interest rate risk arising from
underlying business activities. Whilst some transactions may be of a more
speculative nature, they are in place with a view to manage exchange rate risk
only. Underlying policy assumptions and activities are reviewed by the
Treasury Committee. Controls over exposure changes and transaction
authenticity are in place, and dealings are restricted to those banks with the
relevant combination of geographical presence, expertise and suitable credit
rating.
Foreign exchange risk. The majority of Essentra's net assets are in currencies
other than sterling. The Company's normal policy is to reduce the translation
exposure and the resulting impact on shareholders' funds through measures such
as borrowing in those currencies in which the Group has significant net
assets. The majority of Essentra's transactions are carried out in the
functional currencies of its operations, and therefore transaction exposure is
limited. However, where such exposure does occur, Essentra uses derivatives to
hedge its exposure to movements in the exchange rates on its highly probable
forecast foreign currency sales and purchases over a period of up to 18
months.
2025 Half Year Risk Disclosure
The Company has established and maintains an effective risk management and
internal control framework designed to manage the delivery of the Company's
strategic objectives.
The objectives of this framework are to:
· identify the Company's material risks and appropriate mitigating
actions
· formulate the risk appetite and ensure that our business profile
and plans are consistent with it
· develop plans to bring any exposures that are outside appetite in
line with the agreed appetite
· ensure that growth plans are properly supported by an effective
risk management framework
· help management teams to improve the control and co-ordination of
risk-taking across the Company.
The risk framework, along with the Company's Principal and Emerging risks, is
described in detail in the "Risk Management Report" section of the Company's
Annual Report and Accounts for the year ended 31 December 2024, on the Company
website: www.essentraplc.com (http://www.essentraplc.com)
During the period, the Board has considered the Principal and Emerging Risks,
as disclosed on pages 54-57 of our 2024 Annual Reports and Accounts, in the
context of the objectives noted above and across four risk categories:
strategic risks, external risks, operational risks and disruptive risks.
The Board has also considered the global risks presented by volatile trade
policies, in particular tariffs. The management team have implemented ongoing
measures to identify and assess the full impacts of tariffs and mitigations.
Mitigation activities include customer pricing actions, adjustments to our
intercompany transfer pricing policies, and the assessment of options to
redirect the flow of manufactured goods around the Essentra network.
Although we continue to see significant volatility in global trade policies
and the imposition of tariffs, there have been no material changes to the
Company's Principal and Emerging Risks since the publication of the 2024
Annual Report and Accounts. The Company remains confident that the mitigations
already in place are sufficient to manage these risks within the previously
agreed risk appetite. The Principal and Emerging Risks are summarised below:
Strategic risks
· Environmental - evolving customer and regulatory sentiment
towards plastics and sustainability, and the impact of our operations on the
environment
· Digital transformation - risks associated with delivery of the
D365 platform, development of websites and eCommerce platforms, and failure to
manage the Company's data
· Leadership, talent and capability - our ability to attract,
retain, develop and motivate the talent we need to be successful
· M&A execution and integration - market conditions and capital
considerations impact our ability to successfully execute transactions
· Delivery of key growth initiatives - central and regional
strategic initiatives fail to support growth in market share in existing
markets, and expansion in high-growth end-markets.
External risks
· Legal and regulatory - the impact of current and emerging
regulations on our ability to operate efficiently, and comply with applicable
requirements, across a broad range of jurisdictions
· Cyber events - the impact of a cyber security or data breach
· Macroeconomic environment - risks from concurrent downturns and
insufficient mitigating actions in the broad range of global and geographic
markets in which we operate
Operational risks
· Health and safety performance - the impact on our people and our
reputation, from a significant event such as workplace accident, war, fire,
flood, or severe weather
Disruptive risks
· Operational and supply chain disruption - impact of disruptive
events, including natural disasters, geopolitical events such as volatile
trade policies and tariffs, pandemics, material shortages, price inflation and
single points of failure in our own operations
Emerging risks
· Plastic free world - movement towards the elimination of plastic
product in its entirety, supported by government sentiment and legislation
· Exposure to low-growth economies - misalignment between our
existing footprint and higher-growth economies as countries emerge from the
current downturn
Condensed consolidated income statement
Six months Six months Year
ended ended ended
Note 30 Jun 2025 30 Jun 2024 31 Dec 2024
£m £m £m
Revenue 2 152.4 159.7 302.4
Gross Profit 2 66.5 74.1 137.1
Operating profit 2 5.3 8.1 14.6
Finance income 5.8 1.4 3.6
Finance expense (9.8) (5.5) (12.5)
Profit before tax 1.3 4.0 5.7
Income tax (charge)/credit (1.0) (1.5) 5.9
Profit for the period from continuing operations 0.3 2.5 11.6
Loss from discontinued operations - (1.2) (1.0)
Profit for the period 0.3 1.3 10.6
Attributable to:
Equity holders of Essentra plc 0.3 1.3 10.6
Profit for the period 0.3 1.3 10.6
Earnings per share attributable to equity holders of Essentra plc:
Basic 5 0.1p 0.5p 3.7p
Diluted 5 0.1p 0.5p 3.7p
Earnings per share from continuing operations attributable to equity holders
of Essentra plc:
Basic 5 0.1p 0.9p 4.0p
Diluted 5 0.1p 0.9p 4.0p
Adjusted profit measure: continuing operations
Operating profit 2 5.3 8.1 14.6
Amortisation of acquired intangible assets 5.5 5.9 11.5
Adjusting items 3 5.7 7.8 14.0
Adjusting operating profit(1) 16.5 21.8 40.1
Notes:
1 See note 3 for further details of the adjusted profit measure.
Condensed consolidated statement of comprehensive income
Six months Six months Year
ended ended ended
Note 30 Jun 30 Jun 31 Dec 2024
2024
2025
£m £m £m
Profit for the period 0.3 1.3 10.6
Other comprehensive income/(expense):
Items that will not be reclassified to profit or loss in subsequent periods:
Remeasurement of defined benefit pension schemes 4.9 7.5 8.0
Deferred tax charge on remeasurement of defined benefit pension schemes (1.2) (1.9) (2.1)
3.7 5.6 5.9
Items that may be reclassified subsequently to profit or loss in subsequent
periods:
Effective portion of changes in fair value of cash flow hedges:
Net change in fair value of cash flow hedges transferred to the income 2.2 (0.2) (0.5)
statement
Effective portion of changes in fair value of cash flow hedges (2.1) 0.2 0.7
Foreign exchange translation differences:
Attributable to equity holders of Essentra plc:
Arising on translation of foreign operations (13.5) (5.1) (7.1)
Arising on effective net investment hedges 14 2.1 0.2 0.1
Net income tax credit/(expense) 1.5 (0.6) (0.1)
(9.8) (5.5) (6.9)
Total other comprehensive (expense)/credit for the period, net of tax (6.1) 0.1 (1.0)
Total comprehensive (expense)/credit for the period (5.8) 1.4 9.6
Attributable to:
Equity holders of Essentra plc (5.8) 1.4 9.6
Total comprehensive (expense)/credit for the period (5.8) 1.4 9.6
Attributable to:
Continuing operations (5.8) 2.6 10.6
Discontinued operations - (1.2) (1.0)
Total comprehensive (expense)/credit for the period (5.8) 1.4 9.6
Condensed consolidated balance sheet
Note 30 Jun 30 Jun 2024 31 Dec 2024
2025
£m £m £m
Assets
Property, plant and equipment 6 60.5 67.2 68.6
Lease right-of-use asset 7 22.4 24.9 24.2
Investment properties - 3.3 -
Intangible assets 8 191.8 210.9 205.0
Long-term receivables 0.5 9.8 0.5
Derivative assets 14 0.4 4.6 5.8
Deferred tax assets 13.7 10.6 14.0
Retirement benefit assets 9 13.8 11.1 10.6
Total non-current assets 303.1 342.4 328.7
Inventories 66.2 66.6 67.9
Income tax receivable 2.0 1.0 2.4
Trade and other receivables 67.0 73.3 56.2
Derivative assets 14 0.4 - -
Cash and cash equivalents 10 41.3 49.3 33.7
Total current assets 176.9 190.2 160.2
Assets held for sale 11 10.7 - 5.1
Total assets 490.7 532.6 494.0
Equity
Issued share capital 13 72.4 72.9 72.6
Capital redemption reserve 13 3.3 2.8 3.1
Other reserve (132.8) (132.8) (132.8)
Cash flow hedging reserve 0.1 (0.2) -
Translation reserve (87.5) (76.0) (77.6)
Retained earnings 409.7 408.9 405.5
Attributable to equity holders of Essentra plc 265.2 275.6 270.8
Total equity 265.2 275.6 270.8
Liabilities
Interest bearing loans and borrowings 10 110.4 113.6 106.7
Lease liabilities 10 19.2 22.2 21.2
Retirement benefit obligations 9 9.8 13.7 12.6
Deferred tax liabilities 10.6 10.8 10.2
Total non-current liabilities 150.0 160.3 150.7
Interest bearing loans and borrowings 10 - - 1.0
Lease liabilities 10 7.6 7.2 7.7
Income tax payable 6.8 14.0 7.6
Trade and other payables 60.5 66.0 51.7
Other financial liabilities 14 - 3.0 0.8
Provisions 0.6 6.5 3.7
Total current liabilities 75.5 96.7 72.5
Total liabilities 225.5 257.0 223.2
Total equity and liabilities 490.7 532.6 494.0
Condensed consolidated statement of changes in equity
Six months ended 30 June 2025
Issued share capital Capital redemption reserve Other reserve Cash flow hedging and Translation reserve Retained earnings Total equity
cost of hedging reserves
£m £m £m £m £m £m £m
At 1 January 2025 72.6 3.1 (132.8) - (77.6) 405.5 270.8
Profit for the period - - - - - 0.3 0.3
Other comprehensive (expense)/income - - - 0.1 (9.9) 3.7 (6.1)
Total comprehensive (expense)/income for the period - - - 0.1 (9.9) 4.0 (5.8)
Share option expense - - - - - 0.9 0.9
Tax relating to share-based incentives - - - - - 0.4 0.4
Net impact of hyperinflation(1) - - - - - (0.2) (0.2)
Purchase of own shares - - - - - (0.9) (0.9)
Cancellation of shares (0.2) 0.2 - - - - -
At 30 June 2025 72.4 3.3 (132.8) 0.1 (87.5) 409.7 265.2
Six months ended 30 June 2024
Issued share capital Capital redemption reserve Other reserve Cash flow hedging and cost of hedging reserves Translation reserve Retained earnings Total
equity
£m £m £m £m £m £m £m
At 1 January 2024 73.3 2.4 (132.8) (0.2) (70.5) 401.0 273.2
Profit for the period - - - - - 1.3 1.3
Other comprehensive income/(expense) - - - - (5.5) 5.6 0.1
Total comprehensive income/(expense) for the period - - - - (5.5) 6.9 1.4
Share option expense - - - - - 0.9 0.9
Tax relating to share-based incentives - - - - - 0.3 0.3
Net impact of hyperinflation(1) - - - - - 2.9 2.9
Purchase of own shares - - - - - (3.1) (3.1)
Cancellation of shares (0.4) 0.4 - - - - -
At 30 June 2024 72.9 2.8 (132.8) (0.2) (76.0) 408.9 275.6
Condensed consolidated statement of changes in equity (continued)
Year ended 31 December 2024
Issued share capital Capital redemption reserve Other reserve Cash flow hedging and cost of hedging reserves Translation reserve Retained earnings Total
equity
£m £m £m £m £m £m £m
At 1 January 2024 73.3 2.4 (132.8) (0.2) (70.5) 401.0 273.2
Profit for the period - - - - - 10.6 10.6
Other comprehensive (expense)/income - - - 0.2 (7.1) 5.9 (1.0)
Total comprehensive income/(expense) for the period - - - 0.2 (7.1) 16.5 9.6
Share option expense - - - - - 1.1 1.1
Tax relating to share-based incentives - - - - - (0.2) (0.2)
Net impact of hyperinflation(1) - - - - - 2.5 2.5
Purchase of own shares - - - - - (4.9) (4.9)
Cancellation of shares (0.7) 0.7 - - - - -
Dividends paid - - - - - (10.5) (10.5)
At 31 December 2024 72.6 3.1 (132.8) - (77.6) 405.5 270.8
Notes:
1 The net impact on retained earnings as a result of the index-based adjustments
in Turkey under IAS 29 'Financial Reporting in Hyperinflationary Economies'.
Condensed consolidated statement of cash flows
Six Six Year
ended
months ended months ended
31 Dec
30 Jun 2025
30 Jun 2024
2024
Note £m £m £m
Operating activities
Profit for the period from:
Continuing operations 0.3 2.5 11.6
Discontinued operations - (1.2) (1.0)
Profit for the period 0.3 1.3 10.6
Adjustments for:
Income tax expense/(credit) 1.0 1.2 (6.1)
Net finance expense 4.0 4.1 8.9
Intangible amortisation 6.3 6.7 13.5
Adjusting items 5.7 7.8 15.8
Loss on business disposals including cost of disposals - 1.5 1.2
Depreciation of property, plant and equipment 5.0 5.2 9.6
Lease right-of-use asset depreciation 3.1 3.0 6.3
Reversal of impairment of fixed assets - - (1.8)
Share option expense 0.9 0.9 1.1
Hedging activities and other movements (0.4) - -
Increase in inventories (1.4) (3.4) (5.8)
(Increase) / decrease in trade and other receivables (12.7) (12.8) 3.3
Increase / (decrease) in trade and other payables 9.8 6.4 (7.4)
Cash outflow in respect of adjusting items 3 (9.8) (6.2) (18.4)
Movement in provisions - (1.1) -
Cash inflow from operating activities 11.8 14.6 30.8
Income tax paid (1.0) (1.1) (5.1)
Net cash inflow from operating activities 10.8 13.5 25.7
Investing activities
Interest received 0.2 0.3 0.5
Acquisition of property, plant and equipment (3.8) (3.8) (11.9)
Payments for non-acquired intangible assets (0.4) (0.5) (0.9)
Acquisition of businesses net of cash acquired - (1.9) (4.1)
Cash outflow from costs on business disposals - (24.8) (14.8)
Net cash outflow from investing activities (4.0) (30.7) (31.2)
Financing activities
Interest paid (4.7) (4.2) (8.6)
Dividends paid to equity holders - - (10.5)
Arrangement fee paid for financing activities (0.2) - (1.2)
Repayments of short-term loans (1.0) - -
Repayments of long-term loans (7.6) (12.2) (56.3)
Proceeds from short-term loans - - 1.0
Proceeds from long-term loans 19.2 30.0 67.6
Lease liability principal payments (2.9) (2.6) (5.5)
Purchase of own shares (0.9) (3.1) (4.9)
Net cash inflow / (outflow) from financing activities 1.9 7.9 (18.4)
Net increase / (decrease) in cash and cash equivalents 8.7 (9.3) (23.9)
Cash and cash equivalents at the beginning of the period 33.7 59.7 59.7
Net increase / (decrease) in cash and cash equivalents 8.7 (9.3) (23.9)
Net effect of currency translation on cash and cash equivalents (1.1) (1.1) (2.1)
Cash and cash equivalents at the end of the period 10 41.3 49.3 33.7
1. Basis of preparation
Essentra plc is a public company limited by shares that is incorporated and
domiciled in England and Wales (registration no 05444653). The address of its
registered office is Langford Locks, Kidlington, Oxford, OX5 1HX, United
Kingdom. The Company's ordinary shares are publicly traded on the London Stock
Exchange. For the purposes of these condensed consolidated interim financial
statements "Essentra" or "the Group" means Essentra plc (the "Company") and
its subsidiaries. The Group's principal activities are focused on the
manufacture and distribution of a comprehensive range of components, used in
diverse industrial applications and end-markets.
The condensed consolidated interim financial statements of the Essentra plc
Group have been prepared in accordance with UK-adopted International
Accounting Standards 34 and the disclosure guidance and transparency rules
sourcebook of the United Kingdom's Financial Conduct Authority.
Except as described below, the accounting policies applied in these condensed
consolidated interim financial statements are the same as those applied in the
Group's consolidated financial statements as at and for the year ended
31 December 2024 which comply with applicable law and UK-adopted
international accounting standards. The condensed consolidated interim
financial statements have been reviewed, not audited.
The interim report does not include all the notes of the type normally
included in an annual financial report. Accordingly, this report is to be read
in conjunction with the Annual Report for the year ended 31 December 2024,
which has been prepared in accordance with UK-adopted International Accounting
Standards and with the requirements of the Companies Act 2006 as applicable to
companies reporting under those standards, and any public announcements made
by Essentra plc during the interim reporting period.
The preparation of the condensed consolidated interim financial statements
requires management to make estimates and assumptions that affect the
reporting amounts of revenues, expenses, assets and liabilities for the six
months period ended 30 June 2025. If in the future such estimates and
assumptions, which are based on management's best judgement at the date of the
condensed set of financial statements, deviate from the actual circumstances,
the original estimates and assumptions will be modified as appropriate in the
period in which the circumstances change.
The comparative figures for the financial year ended 31 December 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. The Group's
audited consolidated financial statements for the year ended
31 December 2024 are available at the Company's website (www.essentraplc.com
(http://www.essentraplc.com) ) or upon request from the Company's registered
office.
Income tax expense is recognised based upon the best estimate of the weighted
average income tax rate on profit before tax expected for the full financial
year, taking into account the weighted average rate for each jurisdiction.
The Group's foreign operations in Turkey, whose functional currency is the
Turkish Lira, were designated as hyperinflationary during the year ended
31 December 2024. Over the six months to 30 June 2025 the Turkish economy
continued to be designated as hyperinflationary, and therefore the Group has
continued to apply hyperinflationary accounting to its Turkish operations for
the reporting period ended 30 June 2025. The price index used to apply IAS
29 is the Turkish Consumer Price Index. At 30 June 2025 the price index was
3,132.17 (31 December 2024: 2,684.55, 30 June 2024: 2,319.29, 31 December
2023: 1,860.90).
In preparing these condensed consolidated interim financial statements
management have taken into account the potential effects of climate changes
including medium to longer term transitional risks resulting from the relative
uncertainty created by the global shift towards a more sustainable, net-zero
economy, which include regulatory, geopolitical and social pressures that may
impact the operations of the business in future. During the first half of
2025, Management considered the potential effects of climate related changes
in its assessment of going concern, in preparing the Group's future cash flow
forecasts and in its assessment of the residual values of property, plant and
equipment and have determined that there is no material impact on these
condensed consolidated interim financial statement items.
Pronouncements
The Group adopted the following new pronouncements during the period to
30 June 2025, which did not have a material impact on the Group's condensed
consolidated interim financial statements:
· Amendments to IAS 21 - Lack of Exchangeability;
The following standards and amendments, with an effective date on or after 1
January 2026, have been published that are not mandatory for 31 December 2025
reporting periods and have not been early adopted by the Group where the
option exists. These amendments are not expected to have a material impact on
the entity in the current or future periods and on foreseeable future
transactions.
· Amendments to the Classification and Measurement of Financial
Instruments - Amendments to IFRS 9 and IFRS 7;
· IFRS 18 - Presentation and Disclosure in Financial Statements;
· IFRS 19 - Subsidiaries without Public Accountability Disclosures.
Going concern
At 30 June 2025, the Group's financing arrangements amounted to £274.8m,
comprising United States Private Placement ("USPP") of US$102.5m (£74.8m)
(with a range of expiry dates from July 2028 to July 2033) and a
multi-currency revolving credit facility ("RCF") of £200m (expiring in July
2030).
At 30 June 2025, £162.8m of the RCF facility was undrawn. The facility is
subject to two covenants, which are tested semi-annually: net debt to EBITDA
(leverage) and EBITA to net finance charges (interest cover). The Directors
believe that the Group is well placed to manage its business risks and, after
making enquiries including a review of forecasts and predictions, taking
account of reasonably possible changes in trading performance and considering
the existing banking facilities, including the available liquidity, have a
reasonable expectation that the Group has adequate resources to continue in
operational existence for at least the next 18 months following the date of
approval of the financial statements, and no breaches of covenants are
expected.
As part of the going concern assessment, the Board has considered a downside
scenario that includes reasonably plausible changes in macro-economic
conditions and is considered to represent a severe but plausible scenario. The
results of this scenario show that there is sufficient liquidity in the
business for a period of at least 18 months from the date of approval of these
financial statements, and do not indicate any covenant breach during the test
period. The downside scenario assumes a period of supressed trading
performance, with recovery deferred to the latter part of 2025. The financial
impact of the downside scenario in 2025 and 2026 is to reduce adjusted
operating profits by 20.9% and 36.2% respectively compared to the Group's
strategic plan.
The overall level of liquidity (defined as available undrawn borrowing
facility plus cash and cash equivalents) at 30 June 2025 was £204.1m, which
is after share buybacks of £29.8m (of a total planned £60m under the buyback
programme). Capital expenditure, sales and general overhead, and working
capital will continue to be managed closely to ensure sufficient liquidity.
The scenarios do not indicate a material uncertainty which may cast
significant doubt over the Company's and Group's ability to continue as a
going concern. Based on these scenarios and taking into consideration the
risks detailed in pages 54 to 57 of the Annual Report for 2024, the Directors
have a reasonable expectation that the Company has adequate resources to
continue in operational existence for the foreseeable future, and accordingly
have adopted the going concern basis in preparing the condensed consolidated
interim financial statements.
Further information on the Group's borrowing facilities, cash resources and
other financial instruments can be found in Notes 10 and 14 to the condensed
consolidated interim financial statements.
Critical Accounting Judgements and Estimates
The preparation of the condensed consolidated interim financial statements
requires the Directors and management to make judgements and estimates in
respect of certain items where the choice of accounting policy and assumptions
applied in determining the judgement or estimate could materially affect the
Group's financial position, results, or cash flows at the reporting date.
Management regularly reviews the critical accounting judgements that
significantly impact the amounts recognised in the condensed consolidated
interim financial statements and the critical accounting estimates that due to
their significant estimation uncertainty, may give rise to a material
adjustment in the next financial reporting period.
The critical accounting judgements and estimates applied are consistent with
those in the annual financial statements for the year ended 31 December 2024,
as described in those financial statements on pages 137 to 139 in the 2024
Annual Report and Accounts.
2. Segment analysis
The Group has determined its operating segments based upon the information
reported to the Board of Directors ("Board"), which is the Group's Chief
Operating Decision Maker. Segment information is reported on a geographical
basis consistent with the basis upon which the Group manages its operations,
allocates resources, and assesses performance. Central corporate costs include
executive and non-executive management, investor relations, corporate
development, corporate reward, governance, risk and assurance, group finance,
tax, treasury and related information technology costs.
Six months ended 30 June 2025
EMEA Americas Asia Unallocated(2,3) Continuing operations
£m £m £m £m £m
External revenue 82.0 50.0 20.4 - 152.4
Gross profit 39.9 19.4 7.2 - 66.5
Adjusted operating profit/(loss) 22.8 9.4 2.2 (11.3) 23.1
before corporate costs
Central corporate costs(1) (6.6)
Adjusted operating profit 16.5
Amortisation and impairment of acquired intangible assets (5.5)
Adjusting items (5.7)
Operating profit 5.3
Total Assets(2) 251.1 108.5 32.6 98.5 490.7
Total Liabilities (49.0) (22.2) (8.9) (145.4) (225.5)
Six months ended 30 June 2024
EMEA Americas Asia Unallocated(2,3) Continuing operations
£m £m £m £m £m
External revenue 89.4 51.3 19.0 - 159.7
Gross profit 47.2 19.5 7.4 - 74.1
Adjusted operating profit/(loss) 29.3 8.8 1.9 (11.7) 28.3
before corporate costs
Central corporate costs(1) (6.5)
Adjusted operating profit 21.8
Amortisation and impairment of acquired intangible assets (5.9)
Adjusting items (7.8)
Operating profit 8.1
Total Assets 261.4 122.9 35.6 112.7 532.6
Total Liabilities (46.6) (26.7) (9.6) (174.1) (257.0)
Notes:
(1) Central corporate costs include executive and non-executive management,
investor relations, corporate development, corporate reward, governance, risk
and assurance, group finance, tax, treasury, and related information
technology costs.
(2) Unallocated assets includes Assets Held For Sale of £10.7m (30 June 2024:
£nil).
(3) Unallocated operating expenses include operating expenses relating to the
regions that are managed at a total trading level rather than by individual
segment.
3. Adjusting items from continuing operations
Six months Six months Year
ended ended ended
30 Jun 30 Jun 31 Dec
2025 2024 2024
(re-presented)(5) (re-presented)(5)
£m £m £m
Costs/(credits) relating to transactions including acquisitions, disposals, 0.5 1.1 2.5
business structuring, related advisory and integration costs(1)
Customisation and configuration costs of significant software as a service 4.9 4.8 9.6
("SaaS") arrangements(2)
Defined benefit pension scheme charges(3) 0.8 0.8 1.8
Writeback of impairment of non-current assets - - (1.8)
Other(4) (0.5) 1.1 1.9
Adjusting items 5.7 7.8 14.0
Tax (0.5) (1.6) (6.8)
Adjusting items after tax 5.2 6.2 7.2
Reconciliation of cash flows from adjusting items:
Adjusting items 5.7 7.8 14.0
Non-cash net credits/(charges) in adjusting items 1.0 (0.8) (1.3)
Pension contribution adjustment 0.2 0.5 -
Utilisation of prior year end acquired accruals and provisions 2.9 (1.3) 5.7
Cash outflow from adjusting items before tax 9.8 6.2 18.4
Tax received on adjusting items - - (0.7)
Cash outflow from adjusting items 9.8 6.2 17.7
Adjusting items are separately presented from other items by virtue of their
nature, size and/or incidence. They are identified separately in order for the
reader to obtain a clearer understanding of the underlying results of the
ongoing Group's operations, by excluding items which, in management's view, do
not form part of the Group's underlying operating results, such as gains,
losses or costs arising from business acquisition and disposal activities,
significant restructuring and closure costs, and costs of major Software as a
Service projects, items which are non-recurring or one-off in nature (such as
the costs of fundamental strategic review and reorganisation) and charges
relating to the Group's legacy defined benefit pension schemes, as adjusting
items. Operating profit before adjusting items and acquired intangible
amortisation is called "Adjusted operating profit", which forms the primary
basis of management's review and assessment of operational performance of the
Group's businesses.
Notes:
1 This comprises a credit of £0.6m for the reversal of a deferred consideration
which is no longer payable and £0.2m credit for the uplift in valuation of
deferred contingent consideration receivable on the disposal of the Filters
business (disposed in 2022). These are offset by net costs of £1.3m
associated with acquisitions, disposals and site closures (six months ended
30 June 2024: £1.1m).
2 Costs of significant SaaS arrangements, which in the view of management,
represents investment in upgrading the Group's technological capability, were
expensed as adjusting items in accordance with the Group's accounting
policies. In the current period, costs of £4.9m (six months ended
30 June 2024: £4.8m) were attributable to major SaaS projects and relate
primarily to the costs of implementing a new cloud-based enterprise resource
planning ("ERP") system within the Group.
3 Costs of £0.8m (six months ended 30 June 2024: £0.8m) were incurred in
relation to defined benefit pension scheme charges which, following the
outcome of the strategic review, no longer pertain to the continuing
operations of the Group.
4 Consists of a credit of £0.5m for the release of provisions associated with
property and historic indemnity claims previously recognised as an adjusting
item (six months ended 30 June 2024: £1.2m related to a provision for a
historic indemnity claim and £0.1m of provision releases).
5 The comparative has been re-presented to group the following categories:
"Costs relating to restructuring following disposals of businesses," "Gains
and transaction costs relating to acquisitions of businesses," and
"Acquisition integration and restructuring costs" to be included within one
category being "Costs/(credits) relating to transactions including
acquisitions, disposals, business structuring, related advisory and
integration costs". There is no impact to the financial result for the prior
year or presentation of the primary statements. The re-presentation has been
made to ensure the disclosure remains relevant in the current period.
4. Taxation
The taxation charges for the continuing operations for the six months ended
30 June 2025 and 30 June 2024 are based on the expected effective tax rate
for the full year, including the impact of prior period tax adjustments. The
enacted tax rates and forecast profits of the jurisdictions the Group operate
in determines this effective tax rate.
The effective tax rate on underlying profit before tax (before adjusting items
and amortisation of acquired intangible assets) was 22.4% (six months ended
30 June 2024: 25.7%). The underlying effective tax rate for H1 2025 falls
below the continuing operations forecast tax rate range of 26% to 28% due to
the successful completion of a long running tax audit, which resulted in a net
provision release of £1.2m, reducing the effective tax rate by 4.2%.
5. Earnings per share
Six months Six months Year
ended ended ended
30 Jun 30 Jun 31 Dec
2024
2025 2024
£m £m £m
Earnings from continuing operations
Profit attributable to equity holders of the Company 0.3 2.5 11.6
Adjustments:
Amortisation of acquired intangible assets 5.5 5.9 11.5
Tax on amortisation of acquired intangible assets (1.3) (1.4) (2.7)
Adjusting items 5.7 7.8 14.0
Tax relief on adjusting items (0.5) (1.6) (6.8)
Adjusted earnings attributable to equity holders of the Company(1) 9.7 13.2 27.6
Adjustment for recognition/(derecognition) of deferred tax asset on tax - - (3.3)
losses(2)
Total for calculation of adjusted earnings per share(2) 9.7 13.2 24.3
Loss from discontinued operations
Loss attributable to equity holders of Essentra plc - (1.2) (1.0)
Weighted average number of shares
Basic weighted average ordinary shares outstanding (million) 286.3 287.4 287.3
Dilutive effect of employee share option plans (million) 2.0 2.5 2.4
Diluted weighted average ordinary shares (million) 288.3 289.9 289.7
Earnings per share from continuing operations (pence)
Basic earnings per share from continuing operations 0.1p 0.9p 4.0p
Adjustment 3.3p 3.7p 4.5p
Basic adjusted earnings per share from continuing operations 3.4p 4.6p 8.5p
Diluted earnings per share from continuing operations 0.1p 0.9p 4.0p
Adjustment 3.3p 3.7p 4.4p
Diluted adjusted earnings per share from continuing operations 3.4p 4.6p 8.4p
Loss per share from discontinued operations (pence)
Basic loss per share - (0.4)p (0.3)p
Diluted loss per share - (0.4)p (0.3)p
Total Earnings per share attributable to equity holders of the Company (pence)
Basic earnings per share 0.1p 0.5p 3.7p
Diluted earnings per share 0.1p 0.5p 3.7p
Notes:
1 Adjusted earnings per share from continuing operations is provided to reflect
the underlying performance of the Group. The basic weighted average number of
ordinary shares in issue excludes shares held in treasury and shares held by
an employee benefit trust.
2 For the year ended 31 December 2024, following a change in the definition of
adjusted earnings per share, the adjusted earnings per share reflects the
derecognition and recognition of deferred tax assets on tax losses where there
is a change in probability that the related tax benefits will be realised.
6. Property, plant and equipment and Investment properties
During the period, the additions of land and buildings, plant and machinery
and fixtures, fittings and equipment amounted to £4.4m (six months ended
30 June 2024: £4.2m; year ended 31 December 2024: £11.9m) and there was a
decrease of £1.9m (six months ended 30 June 2024: decrease of £nil; year
ended 31 December 2024: decrease of £1.8m) in net book value due to foreign
exchange movements which includes the impact from the application of IAS 29.
Land and buildings, plant and machinery and fixtures, fittings and equipment
with a net book value of £0.1m (six months ended 30 June 2024: £nil; year
ended 31 December 2024: £nil) were disposed of for proceeds of £nil (six
months ended 30 June 2024: £nil; year ended 31 December 2024: £nil).
Contractual commitments to purchase property, plant and equipment amounted to
£0.7m at 30 June 2025 (31 December 2024: £0.4m).
During the period, property with a net book value of £5.6m was transferred to
assets held for sale (see Note 11).
7. Lease right-of-use asset
The Group's non-current assets include right-of-use assets from asset leasing
arrangements. Depreciation is charged to the income statement to depreciate
the right-of-use asset from the lease commencement date to the earlier of the
end of the useful life of the right-of-use asset and the end of the lease
term.
During the period, additions, extensions and surrenders to right-of-use assets
amounted to £1.4m (six months ended 30 June 2024: £1.6m; year ended
31 December 2024: £4.5m) and the depreciation of right-of-use assets
amounted to £3.1m (six months ended 30 June 2024: £3.0m; year ended
31 December 2024: £6.3m).
During the period the right-of-use assets net book value decreased by £0.1m
(six months ended 30 June 2024: decrease of £1.4m; year ended
31 December 2024: decrease of £1.9m) due to foreign exchange movements.
8. Intangible assets
During the period, the additions of intangible assets (not through
acquisitions) amounted to £0.4m (six months ended 30 June 2024: £0.5m;
year ended 31 December 2024: £0.9m) and there was an intangible net book
value decreases of £7.2m (six months ended 30 June 2024: increase of
£2.1m; year ended 31 December 2024: increase of £2.6m) due to foreign
exchange movements which includes the impact from the application of IAS 29.
Included within intangibles were goodwill assets of £140.8m (six months ended
30 June 2024: £145.8m; year ended 31 December 2024: £147.3m) and there
was a goodwill net book value decrease of £6.5m (six months ended
30 June 2024: increase of £1.2m; year ended 31 December 2024: increase of
£2.9m) due to foreign exchange movements which includes the impact from the
application of IAS 29.
Included in the gross carrying amount of goodwill assets as at 1 January 2025
was £151.5m and the accumulated losses were £4.2m. As at 30 June 2025 the
gross carrying amount was £144.7m and the accumulated losses were £3.9m.
The cash generating units ("CGUs") are primarily the manufacturing and
distribution sites, at which impairment of intangible assets (excluding
goodwill) and property, plant and equipment would be performed.
The three geographical segments: EMEA, Americas and APAC, represented by
groups of cash-generating-units (the manufacturing and distribution sites),
are considered to represent the lowest level within the Group at which
goodwill is monitored for internal management purposes.
An impairment review of goodwill was performed for the year to
31 December 2024, as disclosed in Note 8 to the Essentra plc Annual Report
2024. Management have performed a review of impairment indicators for the six
months to 30 June 2025. No indicators of impairment have been identified.
9. Retirement benefit assets and obligations
Movement in pension net assets / (liabilities) during the period
Six months Six months Year
ended ended ended
30 Jun 30 Jun 31 Dec
2024
2024
2025
£m £m £m
Movements
Net liabilities at the beginning of period (2.0) (9.6) (9.6)
Current service cost and administrative expense (0.8) (0.8) (1.9)
Employer contributions 1.0 0.5 1.9
Reduction on plan assets excluding amounts in net finance income 0.1 (4.6) (10.7)
Actuarial gains arising from changes in financial assumptions 1.8 12.0 6.5
Actuarial gains arising from change in demographic assumptions - - 12.9
Actuarial gains/(losses) arising from experience adjustment 3.0 0.1 (0.7)
Net finance cost - (0.1) (0.4)
Currency translation 0.9 (0.1) -
Net assets/(liabilities) at the end of period 4.0 (2.6) (2.0)
The net pension asset of £4.0m (31 December 2024: net pension liability of
£2.0m) includes retirement benefit assets of £13.8m (31 December 2024:
£10.6m) and retirement benefit obligations of £9.8m (31 December 2024:
£12.6m).
In May 2025 the Trustees completed a buyout of the Senior Section of the UK
pension scheme. As a result, gross assets of £24.0m and gross pension
obligations of £24.0m were transferred from the Trustees to the scheme
members, to leave no obligations left within the Senior Section. As at 30 June
2025 the market value of assets for the Essentra Section of the scheme were
£108.5m, with corresponding pensions obligations of £94.9m. Alongside a
small residual net current asset of £0.2m left within the Senior Section,
there was an overall surplus of £13.8m.
The assets and liabilities of the principal defined benefit schemes were
reviewed by independent qualified actuaries as at 30 June 2025. The assets
of the schemes have been updated to the balance sheet date to take account of
the investment returns achieved by the schemes and the contributions made
during the period. The liabilities of the schemes at the balance sheet date
have been updated to reflect the latest discount rates and other assumptions
as well as benefit payments. The principal assumptions used by the independent
qualified actuaries were as follows:
Europe
30 Jun 2025 30 Jun 31 Dec
2024 2024
Rate of increase in pensions
At RPI capped at 5% 2.9% 3.0% 3.0%
At CPI capped at 5% 2.6% 2.7% 2.8%
At CPI minimum 3%, capped at 5% 3.4% 3.4% 3.5%
At CPI capped at 2.5% 2.0% 2.0% 2.0%
Discount rate 5.6% 5.2% 5.5%
Inflation rate - RPI 2.9% 3.1% 3.1%
Inflation rate - CPI 2.6% 2.7% 2.8%
US
30 Jun 2025 30 Jun 2024 31 Dec 2024
Discount rate 5.4% 5.3% 5.5%
10. Analysis of net debt
30 Jun 30 Jun 31 Dec
2025 2024 2024
£m £m £m
Cash at bank and in hand 41.3 49.3 33.7
Cash and cash equivalents in the statement of cash flows 41.3 49.3 33.7
Derivative financial instruments hedging private placement loans 0.4 4.6 5.8
Debt due within one year - - (1.0)
Debt due after one year (110.4) (113.6) (106.7)
Lease liabilities due within one year (7.6) (7.2) (7.7)
Lease liabilities due after one year (19.2) (22.2) (21.2)
Debt from financing activities (136.8) (138.4) (130.8)
Net debt (95.5) (89.1) (97.1)
Lease liabilities are measured at the present value of future lease payments,
including variable lease payments and the exercise price of purchase options
where it is reasonably certain that the option will be exercised, discounted
using the interest rate implicit in the lease, if readily determinable, or
alternatively the lessee's incremental borrowing rate.
At 30 June 2025, the Group's committed facilities primarily comprised a
series of US Private Placement Loan Notes from various financial institutions
totalling US$102.5m (£74.8m) and a syndicated multi-currency revolving credit
facility of £200m from its banks. At 30 June 2025, the available bank
facilities totalled £200m (31 December 2024: £200m) of which £37.2m
(31 December 2024: £26.1m) was drawn down and £162.8m (31 December 2024:
£173.9m) was undrawn.
11. Assets held for sale
As at 30 June 2025 a total of £10.7m (31 December 2024: £5.1m) has been
recognised within assets held for sale.
During the period, property with a net book value of £5.6m was transferred to
assets held for sale. The property is currently being actively marketed for
sale and is expected to be sold within the next financial year. The net book
value of assets held for sale is £10.7m. Property within assets held for sale
has an estimated market value of £12.0m. The valuations were based on the
fair value less costs to sell using updated market data which represents the
expected proceeds less cost to sell.
12. Dividends
Per share Total
Six months Six Year Six months Six Year
months months
ended ended ended ended ended ended
30 Jun 2025 30 Jun 2024 31 Dec 2024 30 Jun 2025 30 Jun 2024 31 Dec 2024
p p p £m £m £m
2024 interim:
paid 25 October 2024 - 1.25 1.25 - 3.6 3.6
2024 final:
Paid 3 July 2025 - - 1.55 - - 4.4
2025 interim:
payable 24 October 2025 0.8 - - 2.3 - -
In the table above, each dividend is shown in the period that it is
attributable to. The interim dividend for 2025 of 0.8p per 25p ordinary share
will be paid on 24 October 2025 to equity holders on the register at the
record date, being 19 September 2024. The estimated amount to be paid of
£2.3m has not been included as a liability in these accounts.
13. Issued Share Capital
During the period 828,000 (six months ended 30 June 2024: 1,792,914) 25p
Ordinary Shares ("shares") were purchased by the Company for total cash
consideration of £0.9m (six months ended 30 June 2024: £3.0m) at a
weighted average price of 110.4p pence per share, of which 828,000 shares with
an aggregate nominal value of £0.2m were cancelled, and £0.2m transferred
from issued share capital to the capital redemption reserve.
As at 30 June 2025 the number of shares in issue was 289,573,801
(31 December 2024: 290,401,801) of which 3,627,057 (31 December 2024:
3,627,057) were held in treasury.
14. Financial instruments
Essentra held the following financial instruments at fair value at
30 June 2025. There have been no transfers between levels of the fair value
hierarchy and there are no non-recurring fair value measurements.
30 Jun 30 Jun 31 Dec
2025 2024 2024
£m £m £m
Level 2 of fair value hierarchy
Derivative assets(1) 0.8 4.6 5.8
Level 3 of fair value hierarchy
Other financial assets(2) 10.3 19.3 10.1
Other current financial liabilities - (3.0) (0.8)
Total 11.1 20.9 15.1
Notes:
1 Fair values of forward foreign exchange contracts, including options, and
cross currency interest rate swaps have been calculated at period-end forward
exchange rates compared to contracted rates using observable market data from
third party financial institutions.
2 Includes £9.8m (31 December 2024: £9.6m) relating to a deferred contingent
consideration on the disposal of the Filters business.
Essentra had US dollar denominated borrowings which it designated as hedges of
its net investments in subsidiary undertakings, upon which exchange gains of
£2.2m (six months ended 30 June 2024: £0.1m losses) were recognised in
other comprehensive income. Essentra also had Euro denominated borrowings
which it designated as hedges of its net investments in subsidiary
undertakings, upon which net exchange losses of £0.1m (six months ended
30 June 2024: gains of £0.3m) were recognised in other comprehensive
income.
At 30 June 2025, the carrying amount of the US Private Placement Loan Notes
("USPP") was £74.8m with a fair value of £65.1m. At 31 December 2024, the
carrying amount of the USPP was £81.7m with a fair value of £68.2m. For all
other financial instruments, including Revolving credit facility ("RCF") GBP
denominated loans of £30.0m (31 December 2024: £14.0m), RCF Euro
denominated loans of £nil (31 December 2024: £7.4m), and RCF US
denominated loans of £7.2m (31 December 2024: £4.7m), the fair value
approximates to the carrying amount.
15. Related parties
During the period, the Company paid £19,917 (six months ended 30 June 2024:
£22,819) to the wife of Scott Fawcett, CEO of Essentra plc, in respect of her
employment by the Group. Scott's wife was employed by the Group prior to his
appointment as a director of Essentra plc on 1 January 2024.
There have been no changes in the related party transactions described in the
2024 Annual Report that have had a material effect on the financial position
or performance in the six months ended 30 June 2025.
Responsibility statement of the directors in respect of the half-yearly
financial report
We confirm that to the best of our knowledge:
· the condensed set of financial statements has been prepared in
accordance with UK adopted International Accounting Standard 34, 'Interim
Financial Reporting';
· the interim management report includes a fair review of the
information required by the Disclosure Guidance and Transparency Rules of the
United Kingdom's Financial Conduct Authority:
a) DTR 4.2.7R of the Disclosure and Transparency Rules, being an
indication of important events that have occurred during the first six months
of the financial year and their impact on the condensed set of financial
statements; and a description of the principal risks and uncertainties for the
remaining six months of the year; and
b) DTR 4.2.8R of the Disclosure and Transparency Rules, being related
party transactions that have taken place in the first six months of the
current financial year and that have materially affected the financial
position or performance of the entity during that period; and any changes in
the related party transactions described in the last Annual Report that could
do so.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company's website.
Legislation in the UK governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
Scott
Fawcett
Rowan Baker
Chief
Executive
Chief Financial Officer
28 July 2025
Independent review report to Essentra Plc
Report on the condensed consolidated interim financial statements
Our conclusion
We have reviewed Essentra Plc's condensed consolidated interim financial
statements (the "interim financial statements") in the Results for the Half
Year Ended 30 June 2025 of Essentra Plc for the 6 month period ended
30 June 2025 (the "period").
Based on our review, nothing has come to our attention that causes us to
believe that the interim financial statements are not prepared, in all
material respects, 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 interim financial statements comprise:
· the Condensed consolidated balance sheet as at 30 June 2025;
· the Condensed consolidated income statement and Condensed consolidated
statement of comprehensive income for the period then ended;
· the Condensed consolidated statement of cash flows for the period then
ended;
· the Condensed consolidated statement of changes in equity for the
period then ended; and
· the explanatory notes to the interim financial statements.
The interim financial statements included in the Results for the Half Year
Ended 30 June 2025 of Essentra Plc 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.
Basis for conclusion
We conducted our review in accordance with International Standard on Review
Engagements (UK) 2410, 'Review of Interim Financial Information Performed by
the Independent Auditor of the Entity' issued by the Financial Reporting
Council for use in the United Kingdom ("ISRE (UK) 2410"). A review of interim
financial information consists of making enquiries, primarily of persons
responsible for financial and accounting matters, and applying analytical and
other review procedures.
A review is substantially less in scope than an audit conducted in accordance
with International Standards on Auditing (UK) and, consequently, does not
enable us to obtain assurance that we would become aware of all significant
matters that might be identified in an audit. Accordingly, we do not express
an audit opinion.
We have read the other information contained in the Results for the Half Year
Ended 30 June 2025 and considered whether it contains any apparent
misstatements or material inconsistencies with the information in the interim
financial statements.
Conclusions relating to going concern
Based on our review procedures, which are less extensive than those performed
in an audit as described in the Basis for conclusion section of this report,
nothing has come to our attention to suggest that the directors have
inappropriately adopted the going concern basis of accounting or that the
directors have identified material uncertainties relating to going concern
that are not appropriately disclosed. This conclusion is based on the review
procedures performed in accordance with ISRE (UK) 2410. However, future events
or conditions may cause the group to cease to continue as a going concern.
Responsibilities for the interim financial statements and the review
Our responsibilities and those of the directors
The Results for the Half Year Ended 30 June 2025, including the interim
financial statements, is the responsibility of, and has been approved by the
directors. The directors are responsible for preparing the Results for the
Half Year Ended 30 June 2025 in accordance with the Disclosure Guidance and
Transparency Rules sourcebook of the United Kingdom's Financial Conduct
Authority. In preparing the Results for the Half Year Ended 30 June 2025,
including the interim financial statements, the directors are responsible for
assessing the group's ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis
of accounting unless the directors either intend to liquidate the group or to
cease operations, or have no realistic alternative but to do so.
Our responsibility is to express a conclusion on the interim financial
statements in the Results for the Half Year Ended 30 June 2025 based on our
review. Our conclusion, including our Conclusions relating to going concern,
is based on procedures that are less extensive than audit procedures, as
described in the Basis for conclusion paragraph of this report. This report,
including the conclusion, has been prepared for and only for the company for
the purpose of complying with the Disclosure Guidance and Transparency Rules
sourcebook of the United Kingdom's Financial Conduct Authority and for no
other purpose. We do not, in giving this conclusion, accept or assume
responsibility for any other purpose or to any other person to whom this
report is shown or into whose hands it may come save where expressly agreed by
our prior consent in writing.
PricewaterhouseCoopers LLP
Chartered Accountants
East Midlands
28 July 2025
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