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REG - Macfarlane Group PLC - Half-year Report

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RNS Number : 9331W  Macfarlane Group PLC  28 August 2025

 

28 August 2025

MACFARLANE GROUP PLC

("MACFARLANE GROUP", "THE COMPANY", "THE GROUP")

 

INTERIM RESULTS FOR THE SIX MONTHS TO 30 JUNE 2025

 

Full year outlook in line with market expectations

                                                                  Increase/ (decrease)

 Financial Highlights                         H1 2025   H1 2024   %

                                              £000      £000
 Statutory Measures
 Revenue                                      146,591   129,598   13%
 Gross profit                                 55,385    51,458    8%
 Operating profit                             7,030     10,606    (34)%
 Profit before tax                            4,961     9,701     (49)%
 Profit for the period                        3,699     7,237     (49)%
 Interim dividend (pence)                     0.96p     0.96p     -%
 Diluted earnings per share (pence)           2.32p     4.51p     (49)%
 Alternative performance measures
 Adjusted operating profit(1)                 9,787     12,533    (22)%
 Adjusted profit before tax                   7,932     11,628    (32)%
 Adjusted diluted earnings per share (pence)  3.78p     5.37p     (30)%

1    See note 2 for reconciliation of Alternative Performance Measures
(before charging amortisation and deferred contingent consideration
adjustments) to Statutory Measures.

 

Key Financial Highlights

·   Group revenue increased by 13% to £146.6m (H1 2024: £129.6m).

·   Group adjusted operating profit reduced by 22% to £9.8m (H1 2024:
£12.5m).

·   Basic and diluted earnings per share were 2.32p per share (H1 2024:
4.55p per share) and 2.32p per share (H1 2024: 4.51p per share) respectively.

·   Distribution generated revenues of £110.4m (H1 2024: £110.9m) with
adjusted operating profit of £4.8m (H1 2024: £9.3m).

·   Manufacturing Operations increased revenues to £39.2m (H1 2024:
£21.3m) and reported adjusted operating profit of £5.0m (H1 2024: £3.2m).

·   Net cash inflow from operating activities of £12.4m (H1 2024: £14.1m)
reflects continued management of working capital.

·   Net bank debt was £15.2m on 30 June 2025, following a net cash outflow
of £13.3m since 31 December 2024, after £16.5m (H1 2024: £5.0m)
attributable to acquisitions and capital expenditure.

·   The Group is operating well within its bank facility of £40.0m which
runs until 30 November 2027 with options to extend to November 2029.

·   Pension scheme surplus of £9.2m on 30 June 2025 (31 December 2024:
£9.6m) with the Group not required to make any further contributions.

·   Interim dividend of 0.96p per share (H1 2024: 0.96p per share) - to be
paid on 9 October 2025 to shareholders on the register as at 12 September 2025
(ex-dividend date 11 September 2025).

2025 Trading Outlook

Performance improvement expected in H2 2025 through seasonal trading uplift
and actions the management team is taking to manage input cost changes,
mitigate operating cost increases, convert our strong pipeline of new business
and deliver synergies from the Pitreavie acquisition. The full year outlook
for 2025 is in line with market expectations.

 

Aleen Gulvanessian, Chair of Macfarlane Group PLC, commented on the interim
results: "As noted in the trading update on 10 July, market conditions have
been challenging in H1 2025 due to economic headwinds and uncertainty.

"Whilst Distribution has experienced weaker than expected demand, delays in
new business decision-making and pressure on profit margins, Manufacturing
Operations has performed more robustly. Manufacturing Operations' performance
was driven by good contributions from the acquisitions of Polyformes Limited
in July 2024 ("Polyformes") and The Pitreavie Group Limited in January 2025
("Pitreavie") combined with stronger demand from customers, particularly in
the defence and aerospace sectors.

"The recently launched share buyback programme will continue as planned.

"Despite the current market conditions, the Board remains confident that our
strengthened sales team, differentiated customer proposition and proven
executional skills mean the medium-term prospects for the Group are positive."

 Further enquiries:  Macfarlane Group                                                         Tel: 0141 333 9666
                     Aleen Gulvanessian             Chair
                     Peter Atkinson                     Chief Executive
                     Ivor Gray
                     Finance Director
                     Spreng Thomson
                     Callum Spreng                                                            Mob: 07803 970103

 

Legal Entity Identifier (LEI):  213800LVRYDERSJAAZ73

Notes to Editors:

·      Macfarlane Group PLC has been listed on the Main Market of the
London Stock Exchange plc (LSE: MACF) since 1973, with over 70 years'
experience in the UK packaging industry.

·      Through its two divisions, Macfarlane Group services a broad
range of business customers, supplying them with high-quality protective
packaging products which help customers reduce supply chain costs, improve
operational efficiencies and sustainability and enhance their brand
presentation. The divisions are:

o Packaging Distribution - Macfarlane Packaging Distribution is the leading UK
distributor of a comprehensive range of protective packaging products; and

o Manufacturing Operations - Macfarlane Design and Manufacture is a UK market
leader in the design and production of protective packaging for high value and
fragile products.

·      Headquartered in Glasgow, Scotland, Macfarlane Group employs over
1,000 people at 43 sites, principally in the UK, as well as in Ireland,
Germany and the Netherlands.

·      Macfarlane Group supplies more than 20,000 customers, principally
in the UK and Europe.

·      In partnership with 1,700 suppliers, Macfarlane Group distributes
and manufactures 600,000+ lines, supplying to a wide range of sectors,
including: retail e-commerce; consumer goods; food; logistics; mail order;
electronics; defence; medical; automotive; and aerospace.

 

Interim Results - Management Report

Macfarlane Group's trading activities comprise Packaging Distribution and
Manufacturing Operations.

 

Macfarlane's Packaging Distribution business is the UK's leading specialist
distributor of protective packaging materials, with a growing presence in
Europe. Macfarlane operates in the UK, Ireland, the Netherlands and Germany
from 27 Regional Distribution Centres ("RDCs") and three satellite sites,
supplying industrial and retail customers with a comprehensive range of
protective packaging materials on a local, regional and national basis.

Competition in the packaging distribution market is from local and regional
protective packaging specialist companies as well as national and
international distribution generalists who supply a range of products,
including protective packaging materials.

Macfarlane competes effectively on a local basis through its strong focus on
customer service, its breadth and depth of product offering and through the
recruitment and retention of high-quality staff with good local market
knowledge. On a national and international basis, Macfarlane has market focus,
expertise and a breadth of product and service knowledge, all of which enable
it to compete effectively against non-specialist packaging distributors.

Packaging Distribution benefits its customers by enabling them to ensure their
products are cost-effectively protected in transit and storage through the
supply of a comprehensive product range, single source stock-and-serve supply,
just-in-time delivery, tailored stock management programmes, electronic
trading and independent advice on both packaging materials and packing
processes. Through the 'Significant Six' (1) sales approach we reduce our
customers' 'Total Cost of Packaging', improve their sustainability performance
and reduce their carbon footprint. This is achieved through supplying
effective packaging solutions, optimising warehousing and transportation,
reducing damages and returns and improving packaging efficiency.

(1) "Significant Six" represents the six key costs in a customers' packing
process being transport, warehousing, administration, damages and returns,
productivity and customer experience.

 

                                                H1 2025   H1 2024
                                                £000      £000
 Revenue                                        110,415   110,902
 Cost of sales                                  (71,117)  (68,888)

 Gross margin                                   39,298    42,014
 Net operating expenses                         (34,497)  (32,705)

 Adjusted operating profit (1)                  4,801     9,309
 Amortisation                                   (1,433)   (1,516)
 Deferred contingent consideration adjustments  (128)     (12)

 Operating profit                               3,240     7,781

1.   See note 2 for reconciliation of Alternative Performance Measures
(before charging amortisation and deferred contingent consideration
adjustments) to Statutory Measures.

The main features of Packaging Distribution performance in H1 2025 were as
follows:

·   Weak customer demand across most sectors has resulted in revenue being
marginally lower than H1 2024.

·   Despite a strong pipeline, new business in H1 2025 was £3.7m compared
to £4.5m in H1 2024, reflecting delays in customer decision-making.

·   Gross margins were lower in H1 2025 at 35.6% (H1 2024: 37.9%), but more
consistent with H2 2024 (36.4%). This reflects the timing of the pass-through
of increased input prices, the competitive environment in a weak market and
one of our second-tier corrugate suppliers going into administration.

·   Operating expenses at 31.2% of revenue (H1 2024: 29.5%) due to
investment in the quality of our sales team, the deployment of our new
website, the well-documented increases in National Insurance and National
Minimum Wage, additional property costs relating to higher-than-expected rent
increases and excess costs associated with the East Midlands consolidation
which was completed at the end of July 2025.

·   As a consequence, adjusted operating profit as a percentage of revenue
decreased to 4.3% (H1 2024: 8.4%).

Interim Results - Management Report (continued)

The priorities for Packaging Distribution in H2 2025 are to:

·   Accelerate new business momentum through effective application of our
leading sales tools, processes, World Class Sales training and the recent
sales recruitment programme.

·   Continue to effectively manage raw material input price changes.

·   Reduce operating costs through efficiency programmes in sales,
logistics and administration and, where possible, mitigate the impact of
increases in National Insurance Contributions, National Minimum Wage and
property rent.

·   Realise the benefits of the new distribution centre in the East
Midlands.

·   Support our customers to manage the impact of Extended Producer
Responsibility legislation and reduce their carbon footprint through offering
more sustainable packaging solutions.

·   Strengthen our key supplier relationships.

·   Develop both sales and cost synergies through the relationship with our
Manufacturing Operations, including Pitreavie.

·   Achieve benefits from information technology investments and our
relaunched web-based solutions offer to provide customers with more effective
online access to our full range of products and services.

·   Accelerate the progress we have made in Europe through our "Follow the
Customer" programme.

·   Continue to develop a pipeline of high-quality acquisitions in the UK
and Europe.

·   Maintain our focus on working capital management to facilitate future
investment and manage effectively the ongoing bad debt risk within the current
economic environment.

Manufacturing Operations comprises our nine Macfarlane Packaging Design and
Manufacture business units focused on design, manufacture and assembly of
bespoke protective packaging solutions for customers requiring cost-effective
methods of protecting high value products in storage and transit.

The primary components we use are corrugate, timber, foam and specialist
cases. The businesses supply both directly to customers and through the
national RDC network of the Packaging Distribution business.

Key market sectors are aerospace, space, medical equipment, electronics,
automotive, e-commerce retail, household equipment, food and drink. The
markets we serve are highly fragmented, with a range of locally based
competitors. We differentiate our market offering through technical expertise,
design capability, industry accreditations and national coverage through the
Packaging Distribution business.

                                                    H1 2025   H1 2024
                                                    £000      £000
     Revenue                                        39,212    21,329
     Inter-segment revenue                          (3,036)   (2,633)

     External revenue                               36,176    18,696
     Cost of sales                                  (20,089)  (9,252)

     Gross margin                                   16,087    9,444
     Net operating expenses                         (11,101)  (6,220)

     Adjusted operating profit (1)                  4,986     3,224
     Amortisation                                   (1,196)   (638)
     Deferred contingent consideration adjustments  -         239

     Operating profit                               3,790     2,825

 

1.   See note 2 for reconciliation of Alternative Performance Measures
(before charging amortisation and deferred contingent consideration
adjustments) to Statutory Measures.

Interim Results - Management Report (continued)

The main features of Manufacturing Operations performance in H1 2025 were:

·   Increase in revenue of £17.9m to £39.2m due to:

·   £17.8m of revenue from the acquisitions of Polyformes in July 2024 and
Pitreavie in January 2025.

·   organic growth of 0.3% including increases in internal supply to
Distribution.

·   Gross margins have decreased to 41.0% (H1 2024: 44.3%) due primarily to
the effect of Pitreavie, which operates at lower margins and, to a lesser
extent, the impact of increasing input prices.

·   Operating expenses remain well controlled.

·   55% increase in adjusted operating profit.

·   Reduction in adjusted operating profit as a percentage of revenue to
12.7% (H1 2024: 15.1%).

The priorities for Manufacturing Operations in H2 2025 are to:

·   Increase momentum of new business growth in target sectors, e.g.
medical, aerospace and space.

·   Prioritise new sales activity in our higher added-value bespoke
composite pack product range.

·   Work with our customers to effectively manage raw material price
changes.

·   Continue strengthening the relationship with our Packaging Distribution
businesses to create both sales and cost synergies.

·   Achieve both sales and cost synergies through closer working with the
recently-acquired businesses.

·   Develop a pipeline of further high-quality acquisitions in the UK.

 

Interim Results - Management Report (continued)

Risks and Uncertainties

The Group operates a formal framework for the identification and evaluation of
the major business risks faced by each business and determines an appropriate
course of action to manage these risks.

The principal risks and uncertainties which could impact on the performance of
the Group, together with the mitigating actions, were outlined on pages 26 to
30 in our Annual Report and Accounts for 2024 (available on our website at
www.macfarlanegroup.com
(https://url.avanan.click/v2/r02/___http:/www.macfarlanegroup.com___.YXAxZTpzaG9yZWNhcDphOm86Y2Y5MzkxMzI0OTdlZDBmNzQ1OTE3YjkxYTU2ZmRjY2E6NzpmNzcyOmQ1MTQ3NzIxNDBlMTU1M2E4OTA1ZTk2OTcyMzdjMjFlOWNlODRhYTczMTViMDlhYjlmMmU1YWFkMWM0MzQ3Y2M6cDpGOk4)
).  These remain the same for the remaining six months of the current
financial year with those considered highest priority for the Group summarised
below:

·   Given the range of prolonged geopolitical and economic uncertainties
within the UK and other markets, there is an ongoing risk this will adversely
affect our ability to deliver upon agreed strategic initiatives.  We may also
need to adapt our business quickly in order to limit the impact upon the
Group's results, prospects and reputation.

·   The markets we operate in are changing, with: customers increasingly
aware of the environmental impact of their packaging; increasing environmental
regulatory requirements for packaging suppliers, such as the Plastic Tax
introduced in 2022 and the introduction of the Extended Producer
Responsibility ("EPR") levy in 2025; increasing likelihood of disruption to
the operations of the Group through extreme weather events such as flooding,
storm damage and water stress, impacting the business directly and disrupting
supply chains; investors looking to invest in companies that demonstrate
strong environmental credentials; and UK Government's commitment to net zero
carbon emissions by 2050 and the profound changes that is likely to drive
across the economy.

·   Failure to respond to strategic shifts in the market, including the
impact of weaknesses in the economy as well as disruptive behaviour from
competitors, changing customer needs (e.g. changing customer priorities
between online and physical buying) and the increasing regulatory
interventions targeted at improving sustainability could limit the Group's
ability to continue to grow revenues or potentially contribute to a failure to
meet market expectations.

·   The Group's businesses are impacted by disruption to our supply chains
as well as inflationary pressures. In particular, changes to commodity-based
raw material prices, manufacturer energy costs, foreign exchange movements as
well as increased bureaucracy, freight and tariff costs related to imports;
lead to increases to supplier input pricing and the potential for erosion of
profitability within the Group's businesses if we are unable to pass these
onto customers.

·   The increasing frequency and sophistication of cyber-attacks is a risk
which potentially threatens the confidentiality, integrity and availability of
the Group's data and IT systems. These attacks could also cause reputational
damage and fines in the event of personal data being compromised.

 

Interim Results - Management Report (continued)

Cautionary Statement

This announcement has been prepared solely to provide additional information
to shareholders to assess the Group's strategy and the potential for the
strategy to succeed.  It should not be relied on by any other party or for
any other purpose.

This report and the condensed financial statements contain certain
forward-looking statements relating to operations, performance and financial
status.  By their nature, such statements involve risk and uncertainty
because they relate to events and depend upon circumstances that will occur in
the future.  There are a number of factors, including both economic and
business risk factors that could cause actual results or developments to
differ materially from those expressed or implied by these forward-looking
statements.  These statements are made by the Directors in good faith based
on the information available to them up to the time of their approval of this
report.  Nothing in this Interim Results Statement should be construed as a
profit forecast or an invitation to deal in the securities of the Group.

Responsibility Statement

The Directors of Macfarlane Group PLC during the first six months of 2025 were

A. Gulvanessian  Chair

P.D. Atkinson       Chief Executive

I. Gray                     Finance Director

J.W.F. Baird           Non-Executive Director

D.L. Whyte            Non-Executive Director

D.B. Stirling            Non-Executive Director

 

The Directors confirm that, to the best of their knowledge:-

(i)            the condensed set of financial statements has been
prepared in accordance with IAS 34 Interim Financial Reporting;

(ii)           the interim management report includes a fair review
of the information required by 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

(iii)          the interim management report includes a fair review
of the information required by 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.

 

Approved by the Board of Directors on 28 August 2025 and signed on its behalf
by

 

 

 

…………………………..
………………………

Peter D. Atkinson                            Ivor Gray
Chief Executive                                 Finance Director

 

MACFARLANE GROUP PLC

CONDENSED CONSOLIDATED INCOME STATEMENT (UNAUDITED)

FOR THE SIX MONTHS ENDED 30 JUNE 2025

 

                                Six           Six           Year

                                months to     months to     to 31

                                30 June       30 June       December

                                2025          2024          2024

                                £000          £000          £000
                          Note
 Continuing operations
 Revenue                  4     146,591       129,598       270,437
 Cost of sales                  (91,206)      (78,140)      (165,065)

 Gross profit                   55,385        51,458        105,372
 Distribution costs             (6,583)       (5,609)       (11,165)
 Administrative expenses        (41,772)      (35,243)      (70,610)

 Operating profit         4     7,030         10,606        23,597
 Finance costs            5     (2,069)       (905)         (2,701)

 Profit before tax              4,961         9,701         20,896
 Tax                      6     (1,262)       (2,464)       (5,366)

 Profit for the period          3,699         7,237         15,530

 Earnings per share       8
   Basic                        2.32p         4.55p         9.76p

   Diluted                      2.32p         4.51p         9.74p

 

 

MACFARLANE GROUP PLC

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED)

FOR THE SIX MONTHS ENDED 30 JUNE 2025

                                                              Six           Six           Year

                                                              months to     months to     to 31

                                                              30 June       30 June       December

                                                              2025          2024          2024

                                                              £000          £000          £000
 Items that may be reclassified to profit or loss       Note
 Foreign currency translation differences                     178           (76)          (150)
 Items that will not be reclassified to profit or loss
 Remeasurement of pension scheme liability              11    (568)         270           (362)
 Tax recognised in other comprehensive income
 Tax on remeasurement of pension scheme liability       12    142           (68)          91

 Other comprehensive income for the period, net of tax

                                                              (248)         126           (421)
 Profit for the period                                        3,699         7,237         15,530

 Total comprehensive income for the period                    3,451         7,363         15,109

 

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (UNAUDITED)

FOR THE SIX MONTHS ENDED 30 JUNE 2025

                               Note              Share     Share     Capital      Revaluation  Own      Translation  Retained

                                                 Capital   Premium   Redemption   Reserve      Shares   Reserve      Earnings   Total

                                                 £000      £000      Reserve                   £000     £000         £000       £000

                                                                     £000
 At 1 January 2025                               39,900    14,496    -            70           (429)    21           69,215     123,273

 Comprehensive income
 Profit for the period                           -         -         -            -            -        -            3,699      3,699
 Foreign currency

   translation differences                       -         -         -            -            -        178          -          178
 Remeasurement of

   pension scheme liability    11                -         -         -            -            -        -            (568)      (568)
 Tax on remeasurement of

   pension scheme liability    12                -         -         -            -            -        -            142        142

 Total comprehensive income                      -         -         -            -            -        178          3,273      3,451

 Transactions with shareholders
 Dividends                     7                 -         -         -                         -        -            (4,302)    (4,302)
 Purchase of own shares                          (62)      -         62           -            (47)     -            (293)      (340)
 Share-based payments                            -         -         -            -            116      -            (16)       100

 Total transactions with

   shareholders                                  (62)      -         62           -            69       -            (4,611)    (4,542)

 At 30 June 2025                                 39,838    14,496    62           70           (360)    199          67,877     122,182

MACFARLANE GROUP PLC

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (UNAUDITED)

FOR THE SIX MONTHS ENDED 30 JUNE 2024

 

                               Note              Share     Share     Revaluation  Own      Translation  Retained

                                                 Capital   Premium   Reserve      Shares   Reserve      Earnings   Total

                                                 £000      £000      £000         £000     £000         £000       £000
 At 1 January 2024                               39,738    13,981    70           (16)     171          60,632     114,576

 Comprehensive income
 Profit for the period                           -         -         -            -        -            7,237      7,237
 Foreign currency

   translation differences                       -         -         -            -        (76)         -          (76)
 Remeasurement of

   pension scheme liability    11                -         -         -            -        -            270        270
 Tax on remeasurement of

   pension scheme liability    12                -         -         -            -        -            (68)       (68)

 Total comprehensive income                      -         -         -            -        (76)         7,439      7,363

 Transactions with shareholders
 Dividends                     7                 -         -         -            -        -            (4,221)    (4,221)
 New shares issued                               162       515       -            (21)     -            (656)      -
 Purchase of own shares                          -         -         -            (392)    -            -          (392)
 Share-based payments                            -         -         -            -        -            74         74

 Total transactions with

   Shareholders                                  162       515       -            (413)    -            (4,803)    (4,539)

 At 30 June 2024                                 39,900    14,496    70           (429)    95           63,268     117,400

 

 

MACFARLANE GROUP PLC

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

                               Note              Share     Share     Revaluation  Own      Translation  Retained

                                                 Capital   Premium   Reserve      Shares   Reserve      Earnings   Total

                                                 £000      £000      £000         £000     £000         £000       £000
 At 1 January 2024                               39,738    13,981    70           (16)     171          60,632     114,576

 Comprehensive income
 Profit for the period                           -         -         -            -        -            15,530     15,530
 Foreign currency

   translation differences                       -         -         -            -        (150)        -          (150)
 Remeasurement of

   pension scheme liability    11                -         -         -            -        -            (362)      (362)
 Tax on remeasurement of

   pension scheme liability    12                -         -         -            -        -            91         91

 Total comprehensive income                      -         -         -            -        (150)        15,259     15,109

 Transactions with shareholders
 Dividends                     7                 -         -         -            -        -            (5,750)    (5,750)
 New shares issued                               162       515       -            (21)     -            (656)      -
 Purchase of own shares                          -         -         -            (392)    -            -          (392)
 Share-based payments                            -         -         -            -        -            (270)      (270)

 Total transactions with

   shareholders                                  162       515       -            (413)    -            (6,676)    (6,412)

 At 31 December 2024                             39,900    14,496    70           (429)    21           69,215     123,273

 

MACFARLANE GROUP PLC

CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED) AT 30 JUNE 2025

                                             30 June      30 June      31 December

                                             2025         2024         2024
                                       Note  £000         £000         £000
 Non-current assets
 Goodwill and other intangible assets        108,623      88,674       97,970
 Property, plant and equipment               13,321       9,713        10,607
 Right of use assets                         49,511       42,105       41,077
 Trade and other receivables                 35           35           35
 Deferred tax assets                   12    321          172          145
 Retirement benefit surplus            11    9,217        10,164       9,636

 Total non-current assets                    181,028      150,863      159,470

 Current assets
 Inventories                                 22,041       18,626       19,049
 Trade and other receivables                 58,969       51,012       55,015
 Current tax asset                           2,091        1,175        469
 Cash and cash equivalents             10    13,528       9,782        12,928

 Total current assets                        96,629       80,595       87,461

 Total assets                          4     277,657      231,458      246,931

 Current liabilities
 Trade and other payables                    57,648       49,023       50,263
 Provisions                                  1,025        366          1,044
 Current tax liabilities                     1,291        1,563        1,035
 Lease liabilities                     10    8,848        7,487        7,223
 Bank borrowings                       10    28,682       8,977        14,846

 Total current liabilities                   97,494       67,416       74,411

 Net current assets                          (865)        13,179       13,050

 Non-current liabilities
 Deferred tax liabilities              12    12,678       9,527        10,937
 Deferred contingent consideration           2,407        -            2,330
 Provisions                                  480          1,239        327
 Lease liabilities                     10    42,416       35,876       35,653

 Total non-current liabilities               57,981       46,642       49,247

 Total liabilities                           155,475      114,058      123,658

 Net assets                            4     122,182      117,400      123,273

 Equity
 Share capital                               39,838       39,900       39,900
 Share premium                               14,496       14,496       14,496
 Capital redemption reserve                  62           -            -
 Revaluation reserve                         70           70           70
 Own shares                                  (360)        (429)        (429)
 Translation reserve                         199          95           21
 Retained earnings                           67,877       63,268       69,215

 Total equity                                122,182      117,400      123,273

 

 

MACFARLANE GROUP PLC

CONDENSED CONSOLIDATED CASH FLOW STATEMENT (UNAUDITED)
FOR THE SIX MONTHS ENDED 30 JUNE 2025
                                                                                        Six           Six   months to        Year

                                                                                        months to     30 June                to 31

                                                                                        30 June                              December
                                                                                        2025          2024                   2024

                                                           Note                         £000          £000                   £000
 Profit before tax                                                                      4,961         9,701                  20,896
 Adjustments for:
    Amortisation of intangible assets                                                   2,629         2,154                  4,610
    Depreciation of property, plant, equipment                                          1,252         887                    1,879
    Depreciation of right-of-use assets                                                 4,982         4,263                  8,878
    Deferred contingent consideration                                                   128           (227)                  (805)
    (Gain)/loss on disposal of property,plant,equipment                                 (8)           33                     39
    Share-based payment expense                                                         -             74                     (270)
    Finance costs                                                                       2,069         905                    2,701

 Operating cash flows before movements in working capital

                                                                                        16,013        17,790                 37,928
    Increase in inventories                                                             (1,736)       (918)                  (646)
    Decrease in receivables                                                             521           3,079                  1,883
    (Increase)/decrease in payables                                                     2,654         (1,015)                (2,233)
    Decrease in provisions                                                              (54)          (125)                  (359)
    Other non-cash movements                                                            182           -                      (150)
    Pension administration costs                                                        109           244                    361

 Cash generated from operations                                                         17,689        19,055                 36,784
    Deferred contingent consideration paid                 9                            -             (470)                  (1,492)
    Income taxes paid                                                                   (3,192)       (3,401)                (6,773)
    Interest paid                                                                       (2,113)       (1,122)                (3,091)

 Net cash inflow from operating activities                                              12,384        14,062                 25,428

 Investing activities
 Acquisitions                                              9                            (10,667)      (3,598)                (10,600)
 Proceeds on disposal of property, plant and equipment                                  123           16                     45
 Purchases of property, plant and equipment                                             (1,422)       (1,416)                (2,925)

 Net cash flows from investing activities                                               (11,966)      (4,998)                (13,480)

 Financing activities
 Dividends paid                                            7                            (4,302)       (4,221)                (5,750)
 Purchase of own shares                                                                 (240)         (392)                  (392)
 Drawdown of bank borrowings                                                            39,500        -                      -
 Repayment of bank borrowings                                                           (31,859)      146                    8,386
 Repayment of lease obligations                            10                           (4,671)       (4,173)                (8,251)

 Net cash flows from financing activities                                               (1,572)       (8,640)                (6,007)

 Net (decrease)/increase in cash and cash equivalents                                   (1,154)       424                    5,941

 Cash and cash equivalents at beginning of period                                       12,928        6,987                  6,987

 Cash and cash equivalents at end of period                                             11,774        7,411                  12,928

 

 MACFARLANE GROUP PLC

 SIX MONTHS ENDED 30 JUNE 2025

 NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

 Reconciliation to condensed consolidated cash flow statement
                                                        Six months to 30 June 2025    Six months to 30 June 2024    Year to 31 December 2024

                                                        £000                          £000                          £000

                                                        13,528                        9,782                         12,928

 Cash and cash equivalents per the balance sheet   10
 Bank overdraft                                         (1,754)                       (2,371)                       -

 Balances per the cash flow statement                   11,774                        7,411                         12,928

 

1.         Basis of preparation

Macfarlane Group PLC is a public company listed on the London Stock Exchange,
incorporated and domiciled in the United Kingdom and registered in Scotland.

The Group's annual financial statements for the year ended 31 December 2024
were prepared in accordance with United Kingdom adopted international
accounting standards.  This condensed set of interim financial statements has
been prepared in accordance with United Kingdom adopted International
Financial Reporting Standard IAS 34 Interim Financial Reporting.

This condensed set of interim financial statements has been prepared applying
the accounting policies that were applied in the preparation of the company's
published consolidated financial statements for the year ended 31 December
2024.  There were no major changes from the adoption of new IFRS's in 2024.

Key sources of estimation uncertainty

The preparation of financial statements requires management to make estimates
and assumptions that affect the amounts reported for assets and liabilities as
at the balance sheet date and the amounts reported for revenues and expenses
during the year. Due to the nature of estimation, the actual outcomes may well
differ from these estimates. The Directors have assessed the impact of climate
change and consider that this does not have a significant impact on these
financial statements. The key sources of estimation uncertainty that have a
significant effect on the carrying amounts of assets and liabilities are
discussed below:

Retirement benefit obligations

The determination of any defined benefit pension scheme liability is based on
assumptions determined with independent actuarial advice. The key assumptions
used include discount rate and inflation rate, for which a sensitivity
analysis is provided in Note 11. The Directors consider that those
sensitivities represent reasonable sensitivities which could occur in the next
financial period.

Valuation of deferred contingent consideration

The valuation of deferred contingent consideration at both acquisition date
and the balance sheet date is measured at fair value. This involves the
assessment of forecast future cash flows against earn-out targets agreed with
the sellers of acquired businesses over a period of up to two years. This
assessment is based on the Directors' best estimate using the information
available at the effective dates outlined above. However, there remains a risk
that the actual payment differs from the amount assumed as consideration
within the PPA accounting as detailed in note 9 and from the amount recorded
as a liability at the balance sheet date. Deferred contingent considerations
are recognised as a liability in trade and other payables and are remeasured
to fair value of £6.3m at the balance sheet date, all due within one year,
based on a range of outcomes between £Nil and £8.8m. Trading in the
post-acquisition period supports the remeasured value of £6.3m.

 

MACFARLANE GROUP PLC

SIX MONTHS ENDED 30 JUNE 2025

NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

1.         Basis of preparation

Critical accounting judgements

Property provisions

Property provisions of £1.5m have been recognised as at 30 June 2025 (2024:
£1.6m), representing the Directors' best estimate of dilapidations on
property leases. The Directors have made the judgement that no provision is
required for certain property leases where there is no intention to exit,
having considered a number of factors including the extent of modifications to
the property, the terms of the lease agreement, and the condition of the
property.

No other significant critical judgements have been made in the current or
prior year.

Business activities, risks and financing

The Group's business activities, together with the factors likely to affect
its future development, performance and financial position, are set out in the
Interim Management Report.

The Group's principal financial risks in the medium term relate to liquidity
and credit risk.  Liquidity risk is managed by ensuring that the Group's
day-to-day working capital requirements are met by having access to banking
facilities with suitable terms and conditions to accommodate the requirements
of the Group's operations.  The Group has a committed borrowing facility of
£40m with Bank of Scotland PLC and HSBC UK Bank plc in place until November
2027.  The facility bears interest at normal commercial rates and carries
standard financial covenants in relation to interest cover and leverage.
Credit risk is mitigated by applying considerable rigour in managing the
Group's trade receivables. The Directors believe that the Group is adequately
placed to manage its financial risks effectively, despite any economic
uncertainty.

The Directors have reviewed the Group's cash and profit projections, which
they believe are based on prudent market data and past experience taking
account of reasonably possible changes in trading performance given current
market and economic conditions. The Directors are of the opinion that these
projections show that the Group should be able to operate within its current
facilities and comply with its banking covenants.

In assessing the going concern basis, the Directors have considered the
Group's business activities, the financial position of the Group and the
Group's risks and uncertainties.  The Directors have a reasonable expectation
that the Company and the Group have adequate resources to continue in
operational existence for the foreseeable future, a period of not less than 12
months from the date of this report.  For this reason, this condensed set of
financial statements has been prepared on the going concern basis.

Approval and review of condensed financial statements

These condensed financial statements were approved by the Board of Directors
on 28 August 2025.  As in previous years, the set of condensed financial
statements for the half-year is unaudited.

2.         Alternative performance measure

In measuring the financial performance and position, the financial measures
used in certain limited cases are derived from the reported results in order
to eliminate factors which due to their unusual nature and size distort
year-on-year comparisons to a material extent and/or provide useful
information to stakeholders.  Where such items arise, the Directors will
classify such items as separately disclosed and provide details of these items
to enable users of the accounts to understand the impact on the financial
statements. To the extent that a measurement under Generally Accepted
Accounting Principles ("GAAP") is adjusted for a separately disclosed item,
this is referred to as an Alternative Performance Measure ("APM"). We believe
that the APMs defined below, and the comparable GAAP measurement, provides a
useful basis for measuring the underlying financial performance and position
of the Group and its businesses when compared to similar companies.

Adjusted operating profit is defined as operating profit before customer
relationships and brand values amortisation, and deferred contingent
consideration adjustments.

Adjusted profit before tax is defined as profit before tax, customer
relationships and brand values amortisation, and deferred contingent
consideration adjustments.

Adjusted diluted earnings per share is defined as diluted earnings per share
before, customer relationships and brand values amortisation per share and
related tax per share and deferred contingent consideration adjustments per
share.

 

MACFARLANE GROUP PLC

SIX MONTHS ENDED 30 JUNE 2025

NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

 

                                                            Customer relationship/ brand values  Deferred

                                              Alternative   amortisation                         contingent

                                              performance   £000                                 consideration           Statutory

                                              measures                                           adjustments     Tax     measures

                                              £000                                               £000            £000    £000
 Year to 30 June 2025
 Adjusted operating profit                    9,787         (2,629)                              (128)           -       7,030       Operating profit
 Adjusted profit before tax                   7,932         (2,629)                              (342)           -       4,961       Profit before tax
 Adjusted diluted earnings per share (pence)                                                                                         Diluted earnings per share (pence)

                                              3.78p         (1.65)p                              (0.21)p         0.40p   2.32p

 Year to 30 June 2024
 Adjusted operating profit                    12,533        (2,154)                              227             -       10,606      Operating profit
 Adjusted profit before tax                   11,628        (2,154)                              227             -       9,701       Profit before tax
 Adjusted diluted earnings per share (pence)                                                                                         Diluted earnings per share (pence)

                                              5.37p         (1.34)p                              0.14p           0.34p   4.51p

 Year to 31 December 2024
 Adjusted operating profit                    27,402        (4,610)                              805             -       23,597      Operating profit
 Adjusted profit before tax                   24,969        (4,610)                              537             -       20,896      Profit before tax
 Adjusted diluted earnings per share (pence)                                                                                         Diluted earnings per share (pence)

                                              11.56p        (2.89)p                              0.34p           0.73p   9.74p

3.         General information

Comparative figures for the year ended 31 December 2024 are extracted from
Macfarlane Group's statutory accounts for 2024.  The information for the year
ended 31 December 2024 does not constitute statutory accounts as defined in
Section 434 of the Companies Act 2006.  A copy of the statutory accounts for
that year has been reported on by the Company's auditor and delivered to the
Registrar of Companies.  The report of the auditor on 27 February 2025 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.

 

 

MACFARLANE GROUP PLC

SIX MONTHS ENDED 30 JUNE 2025

NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

4.         Segmental information

The Group's principal business segment is Packaging Distribution, comprising
the distribution of packaging materials in the UK, Ireland and Europe. This
comprises 75% of Group revenue and 46% of Group operating profit. The Group's
Manufacturing Operations segment comprises the design, manufacture and
assembly of timber, corrugated and foam-based packaging materials in the UK.
This comprises 25% of Group revenue and 54% of Group operating profit.

                                                                         Six months   Six months   Year to 31

                                                                         to 30 June   to 30 June   December

                                                                         2025         2024         2024

                                                                         £000         £000         £000
                          Group segment - total revenue
                          Packaging Distribution                         110,415      110,902      228,763
                          Manufacturing Operations                       39,212       21,329       47,458
                          Inter-segment revenue                          (3,036)      (2,633)      (5,784)

                          Revenue                                        146,591      129,598      270,437

                          Trading results - continuing operations
                          Packaging Distribution
                          Total and external revenue                     110,415      110,902      228,763
                          Cost of sales                                  (71,117)     (68,888)     (143,890)

                          Gross profit                                   39,298       42,014       84,873
                          Net operating expenses                         (34,497)     (32,705)     (64,715)

                          Adjusted operating profit                      4,801        9,309        20,158
                          Amortisation                                   (1,433)      (1,516)      (3,082)
                          Deferred contingent consideration adjustments  (128)        (12)         255

                          Operating profit                               3,240        7,781        17,331

                          Manufacturing Operations
                          Total revenue                                  39,212       21,329       47,458
                          Inter-segment revenue                          (3,036)      (2,633)      (5,784)

                          External revenue                               36,176       18,696       41,674
                          Cost of sales                                  (20,089)     (9,252)      (21,175)

                          Gross profit                                   16,087       9,444        20,499
                          Net operating expenses                         (11,101)     (6,220)      (13,255)

                          Adjusted operating profit                      4,986        3,224        7,244
                          Amortisation                                   (1,196)      (638)        (1,528)
 Deferred contingent consideration adjustments                           -            239          550

                          Operating profit                               3,790        2,825        6,266

 

MACFARLANE GROUP PLC

SIX MONTHS ENDED 30 JUNE 2025

NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

4.         Segmental information (continued)

                                                                                      Six months   Six months   Year to 31

                                                                                      to 30 June   to 30 June   December

                                                                                      2025         2024         2024

                                                                                      £000         £000         £000
 Operating profit - continuing operations
 Packaging Distribution                                                               3,240        7,781        17,331
 Manufacturing Operations                                                             3,790        2,825        6,266

 Operating profit                                                                     7,030        10,606       23,597
 Finance costs                     (note 5)                                           (2,069)      (905)        (2,701)

 Profit before tax                                                                    4,961        9,701        20,896
 Tax                                                                                  (1,262)      (2,464)      (5,366)
 (note 6)

 Profit for the period                                                                3,699        7,237        15,530

 

                                     30 June                                          30 June      31 December

                                     2025                                             2024         2024

                                     £000                                             £000         £000
 Total assets
 Packaging Distribution              192,958                                          189,454      189,768
 Manufacturing Operations            84,699                                           42,004       57,163

 Total assets                        277,657                                          231,458      246,931

 Net assets
 Packaging Distribution              62,364                                           86,809       78,936
 Manufacturing Operations            59,818                                           30,591       44,337

 Net assets                          122,182                                          117,400      123,273

 5.         Finance costs                                                Six months   Six months   Year to 31

                                                                         to 30 June   to 30 June   December

                                                                         2025         2024         2024

                                                                         £000         £000         £000

 Interest on bank borrowings                                             878          342          950
 Interest on leases                                                      1,235        780          1,921
 Finance income relating to defined benefit pension scheme (note 11)     (258)        (217)        (438)
 Finance charge relating to deferred contingent consideration            214          -            268

 Net finance costs                                                       2,069        905          2,701

MACFARLANE GROUP PLC

SIX MONTHS ENDED 30 JUNE 2025

NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

 6.         Tax                                                             Six months   Six months   Year to 31

                                                                            to 30 June   to 30 June   December

                                                                            2025         2024         2024

                                                                            £000         £000         £000
 Current tax
    UK corporation tax                                                      1,744        2,390        5,363
    Foreign tax                                                             145          461          795
    Prior year adjustments                                                  43           -            (58)

 Total current tax                                                          1,932        2,851        6,100

 Total deferred tax                                                         (670)        (387)        (734)
                                 (note 12)

 Total tax                                                                  1,262        2,464        5,366

Tax for the six months ended 30 June 2025 has been charged at 25% (2024 - 25%)
representing the best estimate of the effective tax charge for the full
year.  Deferred tax assets and liabilities at 30 June 2025 have been
calculated based on the long-term corporation tax rate of 25%, which had been
substantively enacted at that date.

 

MACFARLANE GROUP PLC

SIX MONTHS ENDED 30 JUNE 2025

NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

 7.         Dividends                                                                                 Six months                          Six months   Year to 31

                                                                                                      to 30 June                          to 30 June   December

                                                                                                      2025                                2024         2024

                                                                                                      £000                                £000         £000
 Amounts recognised as distributions to equity holders in the period
 Final dividend                    2.70p per share (2024:                                             4,302                               4,221        4,221
 2.65 per share)
 Interim                                                                                              -                                   -            1,529
 dividend
 (2024: 0.96p per share)

 Distributions in the period                                                                          4,302                               4,221        5,750

An interim dividend of 0.96p per share, payable on 9 October 2025, was
declared on 28 August 2025 and has therefore not been included as a liability
in these condensed financial statements.

     8.         Earnings per share                       Six months   Six months   Year to 31

                                                         to 30 June   to 30 June   December

                                                         2025         2024         2024

     Earnings                                            £000         £000         £000
     Profit for the period                               3,699        7,237        15,530

                                                         30 June      30 June      31 December 2024

     Number of shares '000                               2025         2024
     Weighted average number of shares in issue          159,559      159,321      159,461
     Less shared held by the EBT                         (296)        (226)        (278)

     Weighted average number of shares- basic            159,263      159,095      159,183
     Effect of Long-Term Incentive Plan awards in issue  116          1,475        340

     Weighted average number of shares - diluted         159,379      160,570      159,523

     Basic earnings per share                            2.32p        4.55p        9.76p

     Diluted earnings per share                          2.32p        4.51p        9.74p

MACFARLANE GROUP PLC

SIX MONTHS ENDED 30 JUNE 2025

NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

 
9.         Acquisitions

On 10 January 2025, MGUK acquired 100% of The Pitreavie Group Limited
("Pitreavie"), for a total potential consideration of £18.0m less completion
adjustments of £3.4m. Full potential contingent consideration of £4.0m is
payable in the first quarters of 2026 and 2027, subject to certain trading
targets being met in the twelve-month period ending on 31 December 2025 and 31
December 2026 respectively.

£0.55m was paid in 2025 to the sellers of A & G Holdings Limited
("Gottlieb"), acquired in 2023, as the profit target was met for the
twelve-month period ending 30 April 2025.

£0.65m was paid in 2025 to the sellers of Allpack Packaging Supplies Limited
("Allpack Direct"), acquired in 2024, as the profit target was partially met
for the twelve-month period ending 28 February 2025.

Contingent considerations are recognised as a liability in trade and other
payables and are remeasured to fair value of £6.3m at the balance sheet date,
all due within one year, based on a range of outcomes between £Nil and
£8.8m. Trading in the post-acquisition period supports the remeasured value
of £6.3m. The £6.3m relates to the acquisitions of Polyformes Limited
(£4.7m) and Pitreavie (£1.6m).  The settlement of the amount initially
recognised upon acquisition is reflected in cash flows from investing
activities, with the element of the payment relating to any subsequent
remeasurement included within cash flows from operating activities.

Fair values assigned to net assets acquired and consideration paid and payable
are set out below:

                                                                               Prior Year     2025

                                                                   Pitreavie   Acquisitions   Total

                                                                   £000        £000           £000
                         Net assets acquired
                         Other intangible assets                   6,937       -              6,937
                         Tangible assets                           7,490       -              7,490
                         Inventories                               1,256       -              1,256
                         Trade and other receivables               4,475       -              4,475
                         Current tax asset                         111                        111
                         Cash and bank balances                    1,093       -              1,093
                         Bank borrowings                           (4,441)                    (4,441)
                         Trade and other payables                  (4,275)     -              (4,275)
                         Lease liabilities                         (4,477)                    (4,477)
                         Deferred tax liabilities (note 11)        (2,377)     -              (2,377)

                         Net assets acquired                       5,792       -              5,792
                         Goodwill arising on acquisition           6,346       -              6,346

                         Total consideration                       12,138      -              12,138
                         Contingent consideration on acquisitions
                            Current year                           (1,577)     -              (1,577)
                            Prior years                            -           1,199          1,199

                         Total cash consideration                  10,561      1,199          11,760

                         Net cash outflow arising on acquisitions
                         Cash consideration                        (10,561)    (1,199)        (11,760)
                         Cash and bank balances acquired           1,093       -              1,093

                         Net cash outflow - acquisitions           (9,468)     (1,199)        (10,667)

 Per Cash Flow Statement
 Net cash outflow from investing activities                        (9,468)     (1,199)        (10,667)

MACFARLANE GROUP PLC

SIX MONTHS ENDED 30 JUNE 2025

NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

 

 10.       Analysis of changes in net debt
                                                     Cash and

                                                     cash          Bank        Lease         Total

                                                     equivalents   borrowing   liabilities   debt

                                                     £000          £000        £000          £000
 Total debt
 At 1 January 2024                                   7,691         (7,164)     (36,176)      (35,649)
 Non-cash movements
           Acquisitions                              1,862         -           -             1,862
           Disposals                                 -             -           108           108
           New leases                                -             -           (11,504)      (11,504)

           Exchange movements                        -             -           36            36
 Cash movements                                      229           (1,813)     4,173         2,589

 At 30 June 2024                                     9,782         (8,977)     (43,363)      (42,558)
 Non-cash movements
                 Acquisitions                        621           -           (1,709)       (1,088)
                 Disposals                           -             -           (1)           (1)
                 New leases                          -             -           296           296
                 Exchange movements                  -             -           33            33
                 Lease modifications                 -             -           (2,210)       (2,210)
 Cash movements                                      2,525         (5,869)     4,078         734

 At 31 December 2024                                 12,928        (14,846)    (42,876)      (44,794)
 Non-cash movements
           Acquisitions                              1,093         (4,441)     (4,477)       (7,825)
           Disposals                                 -             -           4             4
           New leases                                -             -           (8,534)       (8,534)
           Exchange movements                        -             -           (34)          (34)
           Lease modifications                       -             -           (18)          (18)
 Cash movements                                      (493)         (9,395)     4,671         (5,217)

 At 30 June 2025                                     13,528        (28,682)    (51,264)      (66,418)

 

 Total cash movements for 2024  2,754  (7,682)  8,251  3,323

 

 Net bank debt                               Net bank

                                             debt

                                             £000

 At 30 June 2025      13,528  (28,682)       (15,154)

 At 31 December 2024  12,928  (14,846)       (1,918)

 

Cash and cash equivalents (which are presented as a single class of asset on
the balance sheet) comprise cash at bank and other short-term highly liquid
investments with maturity of three months or less.

MACFARLANE GROUP PLC

SIX MONTHS ENDED 30 JUNE 2025

NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

 

11.       Retirement benefit obligations

The figures below have been prepared by Aon based on the results of the
triennial actuarial valuation as at 1 May 2023 updated to 30 June 2024, 31
December 2024 and 30 June 2025.  The scheme investments and the scheme's net
surplus position as calculated under IAS 19 are as follows:

                                                     30 June   30 June   31 December

               Investment class                      2025      2024      2024

                                                     £000      £000      £000
               Equities
               Multi-asset diversified growth funds  2,404     4,897     2,879
               Bonds
               Liability-driven Investment funds     32,608    34,690    32,589
               Other investments
 Multi asset credit fund                             10,316    10,041    10,234
               Securitised credit funds              16,558    17,343    16,895
               Cash                                  1,029     1,305     1,511

               Fair value of Scheme investments      62,915    68,276    64,108
               Present value of Scheme liabilities   (53,698)  (58,112)  (54,472)

               Pension scheme surplus                9,217     10,164    9,636

These amounts were calculated using the following principal assumptions as
required under IAS 19:

 Assumptions                                                                                                                     30 June 2025                                                      30 June 2024          31 December 2024
 Discount rate                                                                                                                   5.50%                                                             5.10%                 5.50%
 Rate of increase in pensionable salaries                                                                                        0.00%                                                             0.00%                 0.00%
 Rate of increase in pensions in payment                                                                                         3% or 5%                                                          3% or 5%              3% or 5%

                                                                                                                                 for fixed increases                                               for fixed increases   for fixed increases

                                                                                                                                 or 2.88% for LPI                                                  or 3.10% for LPI      or 3.03% for LPI
 PIE take up rate                                                                                                                60%                                                               60%                   60%
 Inflation assumption (RPI)                                                                                                      3.00%                                                             3.30%                 3.20%
 Inflation assumption (CPI)                                                                                                      2.60%                                                             2.80%                 2.80%
 Life expectancy beyond normal retirement age of 65
 Scheme member aged 55                                                                                                                                                                             22.4 years            22.3 years
 Male                      22.5 years
                                                                                                                                                                                                   24.1 years            24.1 years
 Female                 24.2 years
 Scheme member aged 65            Male                                                                                           21.9 years                                                        21.9 years            21.8 years
                                                                                                                                 23.5 years                                                        23.4 years            23.4 years
 Female
 Average uplift for GMP service                                                                                                  0.40%                                                             0.40%                 0.40%

 

                                                           Six months   Six months   Year to 31 December

                                                           to 30 June   to 30 June   2024

                                                           2025         2024         £000

                                                           £000         £000
 Movement in scheme surplus in the period
 At start of period                                        9,636        9,921        9,921
 Administration costs incurred                             (109)        (244)        (361)
 Net finance income                                        258          217          438
 Re-measurement of pension scheme liability in the period  (568)        270          (362)

 At end of period                                          9,217        10,164       9,636

MACFARLANE GROUP PLC

SIX MONTHS ENDED 30 JUNE 2025

NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

11.       Retirement benefit obligations (continued)

Sensitivity to key assumptions

Key assumptions used for IAS 19 are discount rate, inflation and mortality.
If different assumptions were used, then this could have a material effect on
the surplus.  Assuming all other assumptions are held static then a movement
in the following key assumptions would affect the level of the surplus as
shown below:-

                                                30 June  30 June  31 December

 Assumptions                                    2025     2024     2024

                                                £000     £000     £000

 Discount rate movement of +3.0%                19,326   20,915   19,605
 Inflation rate movement of +0.25%              (514)    (556)    (521)
 Mortality movement of +0.1 year in age rating  121      131      123

Positive figures reflect a reduction in scheme liabilities and therefore an
increase in the scheme surplus.

                                                                 Six months   Six months   Year to 31

                                                                 to 30 June   to 30 June   December

                                                                 2025         2024         2024

                                                                 £000         £000         £000
 Movement in fair value of Scheme investments
 Scheme investments at start of period                           64,108       72,523       72,523
 Interest income                                                 1,698        1,582        3,160
 Return on scheme assets (exc. amount shown in interest income)  (888)        (3,504)      (6,933)
 Administration costs incurred                                   (109)        (244)        (361)
 Benefits paid                                                   (1,894)      (2,081)      (4,281)

 Scheme investments at end of period                             62,915       68,276       64,108

 Movement in present value of Scheme liabilities
 Scheme liabilities at start of period                           (54,472)     (62,602)     (62,602)
 Interest cost                                                   (1,440)      (1,365)      (2,722)
 Actuarial gain due to the changes in financial and experience   320          3,774        6,571
 Benefits paid                                                   1,894        2,081        4,281

 Scheme liabilities at end of period                             (53,698)     (58,112)     (54,472)

Basis of recognition of surplus

Macfarlane Group PLC, based on legal opinion provided, has an unconditional
right to a refund of surplus assets assuming the full settlement of plan
liabilities in the event of a wind up of the Macfarlane Group PLC Pension
& Life Assurance Scheme (1974) (the 'Scheme').  Furthermore, in the
ordinary course of business the trustees have no rights to unilaterally wind
up the Scheme, or otherwise augment the benefits due to members of the
Scheme.  Based on these rights, any net surplus in the Scheme is recognised
in full.

Investments

The Trustees review the Scheme investments regularly and consult with the
Company regarding any changes.

Funding

Following the completion of the triennial actuarial valuation at 1 May 2023,
Macfarlane Group PLC is not required to pay further deficit reduction
contributions.

In June 2023, the UK High Court issued a ruling in the case of Virgin Media
Limited v NTL Pension Trustees II Limited and other ("the Virgin Media case")
relating to the validity of certain historical pension changes.  The ruling
was upheld at the Court of Appeal in July 2024.  After seeking external legal
advice the Group has concluded that they are not aware of any issues that
would require any adjustment to the defined benefit obligations and no further
action is required at this stage.

MACFARLANE GROUP PLC

SIX MONTHS ENDED 30 JUNE 2025

NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

 12.       Deferred tax                         Tax losses less

                                                accelerated capital allowances   Other intangible assets   Retirement

                                                £000                             £000                      Benefit

                                                                                                           Obligations   Total

                                                                                                           £000          £000

 At 1 January 2024                              (737)                            (5,919)                   (2,481)       (9,137)
 Acquisitions                                   (5)                              (532)                     -             (537)
 Credited/(charged) in income statement
       Current period                           (159)                            539                       7             387
 Charged in other comprehensive income          -                                -                         (68)          (68)

 At 30 June 2024                                (901)                            (5,912)                   (2,542)       (9,355)
 Acquisitions                                   (114)                            (1,829)                   -             (1,943)
 Credited/(charged) in income statement
       Current period                           (246)                            619                       (26)          347
 Credited in other comprehensive income         -                                -                         159           159

 At 1 January 2025                              (1,261)                          (7,122)                   (2,409)       (10,792)
 Acquisitions                                   (686)                            (1,691)                   -             (2,377)
 Credited/(charged) in income statement
                 Current period                 62                               646                       (38)          670
 Charged in other comprehensive income          -                                -                         142           142

 At 30 June 2025                                (1,885)                          (8,167)                   (2,305)       (12,357)

 Deferred tax assets                            321                              -                         -             321
 Deferred tax liabilities                       (2,206)                          (8,167)                   (2,305)       (12,678)

 At 30 June 2025                                (1,885)                          (8,167)                   (2,305)       (12,357)

13.          Related party transactions

Related party transactions for 2024 are disclosed in note 26 of the 2024
Annual Report.  The Directors are satisfied that, other than the changes in
the Retirement Benefit Obligations disclosed in note 11 above, there have been
no changes which could have a material effect on the financial position of the
Group in the first six months of the financial year.

Transactions between the Company and its subsidiaries have been eliminated on
consolidation and are not disclosed.

Details of individual and collective remuneration of the Company's Directors
and dividends received by the Directors for calendar year 2025 will be
disclosed in the Group's 2025 Annual Report.  Peter Atkinson and Ivor Gray
hold option awards over 750,068 and 371,241 ordinary shares respectively under
the Macfarlane Group PLC Long Term Incentive Plan awarded in 2023 and 2024.

There are no other related party transactions during the six-month period
which require disclosure.

 

MACFARLANE GROUP PLC

SIX MONTHS ENDED 30 JUNE 2025

NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

14.          Post balance sheet events

There are no post balance sheet events requiring disclosure.

15.          Interim Report

The interim report will be posted to shareholders on 15 September 2025.
Copies will be available from the registered office, 3 Park Gardens, Glasgow
G3 7YE and available on the Company's website, www.macfarlanegroup.com
(https://url.avanan.click/v2/r02/___http:/www.macfarlanegroup.com___.YXAxZTpzaG9yZWNhcDphOm86Y2Y5MzkxMzI0OTdlZDBmNzQ1OTE3YjkxYTU2ZmRjY2E6NzpmNzcyOmQ1MTQ3NzIxNDBlMTU1M2E4OTA1ZTk2OTcyMzdjMjFlOWNlODRhYTczMTViMDlhYjlmMmU1YWFkMWM0MzQ3Y2M6cDpGOk4)
, from that date.

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.   END  IR BLGDIUGDDGUR

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