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REG - Marks Electrical Grp - Final Results

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RNS Number : 8645T  Marks Electrical Group plc  26 June 2024

 

 

Marks Electrical Group plc

Annual financial results for the year ended 31 March 2024

Continuing to gain market share profitably and well positioned for the year
ahead

 

Marks Electrical Group plc ("Marks Electrical" or "the Group"), a fast-growing
online electrical retailer, today announces its full year audited results for
the 12 months ended 31 March 2024 ("the year" or "FY24").

Financial highlights

·      Record full-year revenue of £114.3m (FY23: £97.8m) up 16.9%
year on year, doubling the revenue we achieved in the year prior to listing
(FY21: £56.0m).

·      Adjusted EBITDA((1)) of £5.0m (FY23 £7.5m) in line as
previously guided, maintaining strong cost control despite downward margin
pressure as a result of consumers trading-down, and continuing our strategy of
gaining market share profitably.

·      Adjusted EPS of 2.45p((3)) (FY23 4.82p), statutory EPS of 0.41p
(FY23 4.91p).

·      Further improvements in working capital and a reduction in
inventory days to 56 days in FY24 from 74 days in FY23, helping the Group
achieve a closing net cash((4)) position of £7.8m, whilst making strategic
investments in capacity across vehicles, equipment, facilities and systems.

·      Proposed final dividend of 0.66p per share, resulting in a total
FY24 dividend payout of 0.96p (FY23: 0.96p). The dividend payout is being
maintained year on year, despite the lower profitability, reflecting the
Group's strong cash position and confidence in its future outlook.

 

Operational highlights

·      Growth in Major Domestic Appliances ("MDA") market share from
2.5% in FY23 to 2.8% in FY24, with our share in the online segment of the
market growing from 4.7% to 5.3%((5)).

·      Growth in Consumer Electronics ("CE") market share from 0.3% in
FY23 to 0.5% in FY24, with our share in the online segment of the market
growing from 0.6% to 0.8%((5)).

·      Completed the development of the Marks Electrical Academy, a
purpose-built training facility, where our drivers and installers are trained
on integrated, gas, electrical and freestanding connections and appliance
installations.

·      Successfully transitioned away from the Euronics ("CIH") buying
group, providing greater opportunities to develop deeper relationships with
our manufacturer brand partners and drive further growth in revenue and
margin.

·      Maintained an excellent Trustpilot rating of 4.8, demonstrating
the strength of our best-in-class customer proposition.

 

Current trading and outlook

·      Strong trading performance in April, May and June, with
double-digit revenue growth and momentum starting to pick-up following the
weaker January to March trading period, providing us with optimism for the
year ahead.

Mark Smithson, Chief Executive Officer, commented:

"During what was a more challenging year for the Group, in an environment
where consumers remained highly price-conscious, we continued to make good
strategic progress across multiple fronts as a business. I am proud of the
ongoing commitment and dedication of our entire team of customer-focused
colleagues.

Over the past year we invested in our operations and systems to position the
business for long-term success, navigated a trade-down in customer buying
preferences, managed the inflation increases impacting our cost base and
continued to make a profit. Having doubled revenue since IPO, we've also
managed to grow our market share profitably, and thanks to our disciplined
approach to capital allocation, we've consistently returned a dividend to our
shareholders, whilst retaining a net cash position. Our strategy and approach
leaves us very well positioned for a market recovery when it occurs.

Our relentless focus on operational excellence and customer service has
enabled us to continue to gain share in a very competitive market, growing our
share from 2.5% to 2.8% of the overall Major Domestic Appliances ("MDA")
market and from 4.7% to 5.3% in the online segment, with huge opportunities
ahead, both in MDA and in other segments of Consumer Electronics and Small
Domestic Appliances.

Whilst I continue to be personally frustrated about our margin progression
during the year, I remain confident in our long-term growth prospects, and
continue to be impressed by our ability to deliver market share gains
profitably, against a fiercely competitive backdrop, whilst maintaining the
highest levels of customer service standards in the industry.

The first three months of FY25 have been encouraging and we have been pleased
to see a return to double-digit growth during the period, providing us with a
robust platform to continue driving profitable market share gains, and
ultimately enabling the Group to deliver long-term value creation and become
the UK's leading premium electrical retailer.

( )

(Notes)

((1) Adjusted EBITDA) (is a non-statutory measure defined as earnings before
interest, tax, depreciation, and amortisation and adjusted for non-underlying
items, share-based payment charges and buying group rebates receivable.)

((2) Adjusted EPS is) (a non-statutory measure of profit after tax, adjusted
for non-underlying items (ERP implementation costs), share-based payment
charges and buying group rebates receivable, over the total diluted ordinary
number of shares in issue.)

((3) Net cash represents cash and cash equivalents less financial liabilities
(excluding lease liabilities).)

((4) Based on the Group's analysis of GfK Market Intelligence sales tracking
GB data, Major Domestic Appliances and Consumer Electronics.)

( )

Enquiries:

Marks Electrical Group
plc
Via DGA Group:

Mark Smithson (CEO)
 
                              Tel: +44 (0)20 7664 5095

Josh Egan (CFO)
 
 

 

DGA Group (Financial PR)

Jonathon Brill / James Styles / Nishad Sanzagiri
 
        Tel: +44 (0)20 7664 5095

markselectrical@dentonsglobaladvisors.com
(mailto:markselectrical@dentonsglobaladvisors.com)
 
 
 
 
 

Canaccord Genuity (NOMAD and Broker)

Max Hartley / George Grainger
 
                       Tel: +44 (0)20 7886 2500
 
 

About Marks Electrical

Marks Electrical is a fast growing, highly scalable, technology driven
e-commerce electrical retailer which sells, delivers, installs and recycles a
wide range of household electrical products. The Group was founded in
Leicester in 1987 by Mark Smithson and has scaled into a nationwide online
retailer with a compelling growth track record, thanks to its vertically
integrated, low-cost, high-quality operating model, supported by the ongoing
structural shift of consumers to purchase online. The Group operates within
the UK Major Domestic Appliances (MDA) and Consumer Electronics (CE) market,
estimated to be worth approximately £7 billion.

Primarily through its simple, clear and intuitive website -
markselectrical.co.uk - the Group offers over 4,500 products from over 50
leading brands across its main product categories, which include Cooking,
Refrigeration, Washers & Dryers, Dishwashers and Audio-Visual. These
products are sourced from UK distributors of the brands, with whom the Group
maintains strong and direct relationships. Marks Electrical delivers direct to
customers in its owned and branded vehicles, operated by the Group's skilled
team of delivery drivers, who are also able to offer installation and
recycling services.

For further information, visit the Marks Electrical corporate
website: https://group.markselectrical.co.uk
(https://group.markselectrical.co.uk/)  and its retail
website: https://markselectrical.co.uk/ (https://markselectrical.co.uk/) .

Group Chief Executive Officer's review

We've faced a challenging but rewarding year in FY24:

·      Our revenue continued to grow, surpassing £100m for the first
time in our history as a business, reaching £114.3m with  16.9% revenue
growth year on year;

·      Our industry leading customer focus is proven in the maintenance
of our excellent Trustpilot score at 4.8;

·      We continued investing in our long-term strategy through
additional developments in our warehouse, expansion of our vehicle fleet and
began the implementation of a new Enterprise Resource Planning system to fuel
our future growth; and

·      We grew market share growth in both Major Domestic Appliances
("MDA") and Consumer Electronics ("CE") segments leaving us well positioned
for future market recovery.

Whilst I am personally frustrated about our margin progression in FY24, I
remain confident about our long-term growth prospects and continue to be
impressed by our ability to deliver market share gains profitably, against a
fiercely competitive backdrop, whilst maintaining the highest levels of
customer service standards in the industry.

In the current trading environment, consumers remain highly price-conscious,
which given our premium focus, continues to have an impact on our average
order value, resulting in customer order volumes growing faster than revenue.
This impact has limited our ability for margin expansion which we expect to
continue in the short-term, when taking into account the relatively fixed cost
of delivery. As we work tirelessly as a team to enhance our margin into FY25,
I know from 37 years of trading that margin fluctuations are inevitable, they
present us with an opportunity to learn, and will ultimately enable the Group
to deliver long-term value creation and position us as the UK's leading
premium electrical retailer.

Furthermore, during the year, we made further strides in our strategic plans
and as we focus on positioning our business to deliver long-term growth and
value creation, we made the decision to exit the Euronics buying group, which
we believe represents the next logical step in our journey. This enables us to
further build on the direct relationships we have with our brand partners,
which we anticipate will lead to revenue and margin upside in the medium-term
and in addition, improved flexibility as a national account.

Market share - a small share of a big opportunity

We are predominantly focused on the MDA market but have also been rapidly
expanding our footprint in the CE market, primarily in the television
category.

During our financial year, the MDA market declined by 1.3%, with the CE market
declining by 3.9%. Despite this, we were able to increase our market share to
2.8% in MDA (FY23: 2.5%) and 0.5% in CE (FY23: 0.3%). Our consistent
gains in market share are driven by our relentless focus on market-leading
customer service.

The continued market share growth we have seen, regardless of such a
challenging backdrop is the fuel that encourages us to work hard every day,
delivering for customers and taking comfort in the fact that we have such a
small share of an enormous market with significant scope for future market
share gains.

Our strategy for growth

Our strategic approach is very clear - we put the customer at the heart of
everything we do and have four key elements to our strategy for growth:

Customer proposition

Our operating model continues to be unique across the MDA sector in that we
consistently offer free next day delivery for in-stock items over set values,
throughout our wide range of products, to over 90% of the UK population.
In addition, our expanded installation service offering now provides
customers with the ability to add integrated, gas, electric and television
installation services to their order, which can be carried out within a rapid
time frame.

This proposition centres around the vertical integration of our delivery
model, with our own fleet, employed drivers and installers, in-house training
academy, and our centralised single-site distribution centre, maximising
efficiency and improving financial returns.

During the period we have made further advancements in developing our customer
proposition, including:

·      Developing the ME academy, our leading in-house product
installation facility for driver, installer and customer service training;

·      Introducing alternate customer communications, improving the
speed and efficiency at which our customer services team can resolve problems
for customers;

·      Further developing our website to continually improve the
customer journey; and

·      Maintaining our excellent Trustpilot score of 4.8.

Throughout the year we have strengthened our brand relationships in order to
deliver the best quality products to customers and furthermore we expect these
relationships to grow even deeper having exited the Euronics buying group as
we establish direct trading across all our brands.

Brand awareness

A key to our success is to grow our brand awareness.

During the year we have carried out continued brand awareness activities
focused on brand building across digital, television, out-of-home, radio and
social media channels, helping us to improve our reach and visibility across
the UK.

This activity and continued customer focus has resulted in elevated order
growth in key geographical locations. Whilst we are proud of the progress we
have made, we also recognise that there is significant opportunity for
further brand awareness growth, as more people across the UK come into contact
with our brand for the first time.

During the year we have also spent time developing our relationships with our
brand partners' marketing teams, in order to offer them innovative
opportunities to advertise with us. Our agile and creative approach has
proved highly complementary during the year and we look forward to building on
these relationships in the years ahead, ensuring that the activities that we
carry out are mutually beneficial for us and our brand partners.

Operational capacity

Across the four pillars of our strategy, operational capacity is one that has
been in significant focus in FY24. We've made sizeable investments across our
distribution centre and vehicle fleet, including but not limited to:

·      Two automated dock-leveller loading bays;

·      A very narrow aisle forklift system;

·      Multiple racking and layout improvements and additional fork
lift trucks; and

·      Increased fleet capacity with a range of different vehicle types.

By making these investments, we have increased our efficiency and capacity,
allowing us to minimise additional headcount, improve throughput and scale
further in our current facility, without requiring additional warehousing. It
also remains important for us to continue to modernise our fleet in order to
increase capacity and minimise operational downtime.

We continue to believe that investing across our business in people, processes
and equipment will ensure that we retain talent and provide them with the best
tools to give customers an excellent service.

Financial performance

We continued to deliver strong revenue growth in FY24 whilst gaining new
customers and increasing market share. This was, however, at lower
profitability levels than in the prior year, as a result of lower gross
product margin and higher distribution costs. We held advertising &
marketing expenses flat as a percentage of sales and kept a sharp focus on
other operating expenses to mitigate some of the external profitability
challenges but were frustrated by the outcome of our bottom line margin,
despite all the hard work across our teams throughout the year.

Despite this, we have been able to continue to demonstrate that gaining market
share can be done so profitably and with good cash generation to invest in our
future growth prospects.

We made continued progress on working capital management, reducing inventory
days from 74 to 56 and improving terms with suppliers, however some commercial
arrangements with suppliers led to higher year end rebate balances weakening
our operational cash conversion year on year. We continue to expect that in
the long-term, our operating cash conversion should consistently be in the
range of 90-110%.

The strong focus on cash has allowed us to pay our annual dividend, invest
£2.2m in selected capital projects to underpin our growth, and a further
£2.1m in the replacement of our legacy enterprise resource planning system.

We believe this combination of profitable market share growth, high return on
capital and dividend income provides a compelling proposition to drive
attractive long-term shareholder returns and despite lower profitability in
the current year, we are focused on driving improvements in FY25 and have
already taken multiple steps to do so.

Outlook - focused on delivering profitable market share growth

We believe that our current share of the UK MDA market of 2.8% (FY23: 2.5%)
and online share of 5.3% (FY23: 4.7%), with an even smaller share in CE,
continues to provide significant scope and opportunity for growth, regardless
of the economic backdrop. Our market-leading customer service and free next
day delivery for the majority of items, combined with in-house installation
expertise, provides a compelling and unique offering, that sets us apart from
the competition.

As momentum continues to develop and our brand awareness increases, our focus
on operational excellence and cash flow generation, combined with our healthy
net cash position, provides us with a robust platform to generate continued
profitable market share growth and become the UK's leading premium electrical
retailer.

 

Mark Smithson

Chief Executive Officer

 

Financial review

The Group continued its trajectory of profitable market share growth in a
challenging market backdrop resulting from the cost of living crisis. While
profitability was lower than the prior year due to lower gross product margin
and higher distribution costs, we maintained a tight control on advertising
and marketing expenses and other operating expenses. This demonstrates that
market share growth can continue to be achieved whilst delivering profit and
cash flow improvements, allowing us to further invest in our growth.

We maintained a tight control on working capital, improving inventory days and
credit terms, however this was offset by an increase in trade receivables at
the year end. Working capital decline to 1.3% of revenue from 1.7% in FY23 and
the cash flow we generated was invested in selected capital investment
opportunities for our warehouse and fleet, as well as the development of the
Group's new ERP software, Microsoft Dynamics 365, where there has been a cash
outflow of £2.1m to-date, with an additional £0.6m accrued of this
multi-year project. Further cash outflows, in addition to the £0.6m accrual
are expected in FY25.

Despite the lower profitability, our focus on selective capex investments to
fuel our future growth and tight cash flow control resulted in a closing net
cash position of £7.8m and a return on capital employed of 21%.

Financial Highlights

The Group's statutory revenue for the year was £114.3m, up 16.9% from
£97.8m in FY23. Gross profit for the year was £29.0m, up 8.8% from £26.7m
in FY23, with a gross margin of 25.4%, down 190 bps from FY23. The key driver
of the fall in gross margin was a trade-down into less premium products where
our rebate structures were not as favourable.

Statutory operating profit was down to £0.5m from £6.4m in FY23. The primary
reason for the decrease in operating profit was due to the lower trading
profitability as well as the impact of the costs incurred to replace our
legacy enterprise resourcing planning system with Microsoft Dynamics 365.

Statutory profit before tax was £0.6m driven by the non underlying costs
referenced above, as well as the weaker trading profitability.

 Statutory measures                       Year ended  Change %/bps

                             Year ended   31 March

                             31 March     2023

                             2024         *restated

                             £000         £000
 Revenue                     114,262      97,754      16.9%
 Gross profit                29,032       26,692      8.8%
 Gross profit margin         25.4%        27.3%       (190)bps
 Operating profit            488          6,419       (92.4)%
 Operating profit margin     0.4%         6.6%        (620)bps
 Profit before tax           616          6,423       (90.4)%
 Profit before tax margin    0.5%         6.6%        (610)bps
 Profit after tax            427          5,157       (91.7)%
 Profit after tax margin     0.4%         5.3%        (490)bps
 Non-Statutory measures**
 Adjusted EBITDA             5,007        7,549       (33.7)%
 Adjusted EBITDA margin      4.4%         7.7%        (330)bps
 Adjusted EBIT               3,220        6,242       (48.4)%
 Adjusted EBIT margin        2.8%         6.4%        (360)bps

* When preparing the financial statements for the year ended 31 March 2024,
the Company reclassified balances within the statement of comprehensive income
for the year ended 31 March 2023. Refer to Note 5 of the Group's annual report
and accounts for further details.

** Adjusted EBIT, adjusted EBITDA, operating cash conversion, return on
capital employed and adjusted earnings per share are alternative performance
measures, definitions of which are set out on page  119  of the Group's annual
report and accounts.

Revenue and gross product margin

The Group has continued to grow, achieving revenue of £114.3m which
represents a growth rate of 16.9% against FY23 (FY23: £97.8m). This result
was achieved against a declining MDA market and a declining CE market. The
continuation of customer acquisition, brand awareness improvements and order
volume growth demonstrates the sustainability of the strategic approach to
customer service being of paramount importance to the Group.

Growth in the first two quarters of the year was particularly strong at 24.8%,
followed by 17.9% in the third quarter and a lower growth rate of 2.0% in the
final quarter of the year. The final quarter saw much higher volume growth but
this was at a lower average order value, thereby not translating into revenue
at the same rate, as a result of the higher interest rates and inflationary
environment impacting consumers' propensity to spend on premium products.

Our definition of gross margin has changed in order to improve comparability
and understanding of the financial results. Presented below we are now showing
gross product profit, which represents the profit made on products and
services, less transaction fees. This now excludes the cost of distribution
which is presented separately below.

During the year, we saw a decline in our gross product margin to 25.4% (FY23:
27.3%) as a result of lower rebate levels due to sales mix. Unfortunately
during the year, we saw a trade-down to less premium products where our rebate
structures were not as a favourable from the outset of the financial year.

 

                                      Year ended

                         Year ended   31 March

                         31 March     2023

                         2024         *restated   Change

                         £000         £000        %*/BPS
 Revenue                 114,262      97,754      16.9%
 Cost of Sales           (85,230)     (71,062)    19.9%
 Gross product profit    29,032       26,692      8.8%
 Gross product margin    25.4%        27.3%       (190)bps

* When preparing the financial statements for the year ended 31 March 2024,
the Company reclassified fair value gains to buying rebates receivable into
gross product margin.

 

Distribution costs

For improved clarity we have now separated distribution costs from gross
product margin and will be reporting this way moving forward. During the year
we saw a significant increase in our distribution costs, as a result of three
primary elements:

·      Decreased average order value leading to the requirement to
deliver more for less revenue per order;

·      Increase in driver pay and reward to remain competitive in the
current inflationary environment; and

·      Full year of in-house installation services which provides
added-value to customers with significantly shorter waiting times and improved
service delivery, but comes at a higher cost of fulfilment.

                                       Year ended  Year ended

                                       31 March    31 March

                                       2024        2023        Change

                                       £000        £000        %*/BPS
 Revenue                               114,262     97,754      16.9%
 Distribution costs                    (11,089)    (7,249)     53.0%
 Distribution costs as % of revenue    9.7%        7.4%        230bps

 

Advertising and marketing costs

During the year the Group continued to utilise its marketing spend to acquire
new customers and promote the Marks Electrical brand. Total advertising costs
were £5.8m (FY23: £4.9m) and advertising as a percentage of revenue was
maintained at 5.0% (FY23: 5.0%).

The Group focusses on both online marketing and offline brand building
activities, with each playing an important role in driving the topline growth
during FY24.

Online marketing spend was focused on search engine optimisation, strategic
pay-per-click activities, affiliate programmes and marketplace fees. We
continued to improve our online presence across our SKUs and improved our
search result rankings whilst also benefiting from improved sales on
marketplaces. We continued our out-of-home campaigns during the year with
investments made in specific geographies to drive improved brand awareness,
which resulted in faster sales growth in those locations. We carried out a
range of non-digital activities, including static visual campaigns across
multiple locations, television, and radio.

 

                                              Year ended  Year ended

                                              31 March    31 March

                                              2024        2023        Change

                                              £000        £000        %*/BPS
 Revenue                                      114,262     97,754      16.9%
 Advertising and marketing costs              (5,754)     (4,906)     17.3%
 Advertising and marketing as % of revenue    5.0%        5.0%        0bps

Other operating expenses (excluding depreciation)

Given the impact of lower product margin and higher distribution costs, it was
imperative that other operating expenses were tightly controlled. This
laser-focus on overhead expenses resulted in a modest increase of 4.9% year on
year to £6.8m, despite revenue growth reaching 16.9%, thereby reducing the
operating expenses as a percentage of revenue to 6.0% (FY23: 6.7%).

As a business, our focus on minimising other operating expenses is key to us
driving operating leverage in the future as the business scales.

                                                      Year ended  Year ended

                                                      31 March    31 March

                                                      2024        2023        Change

                                                      £000        £000        %*/BPS
 Revenue                                              114,262     97,754      16.9%
 Other operating expenses (excluding depreciation)    (6,827)     (6,507)     4.9%
 Other operating expenses as % of revenue             6.0%        6.7%        (70)bps

 

Adjusted earnings before Interest, tax, depreciation and amortisation
("adjusted EBITDA")

The Group achieved adjusted EBITDA in the year of £5.0m (FY23: £7.5m).
Margin decreased by 330bps to 4.4% from FY23 due to the following reasons:

·      190bps decline in gross product margin as a result of lower
rebate levels due to sales mix;

·      230bps decline as a result of higher distribution costs
as outlined above; and

·      Offset by a 70bps improvement in operating expenses due to tight
operating cost control.

                                             Year ended  Year ended

                                             31 March    31 March

                                             2024        2023        Change

                                             £000        *restated   %*/BPS

                                                         £000
 Statutory profit after tax                  427         5,157       (91.7)%
 Add back:
 Non underlying items net of tax             2,045       -           100%
 Underlying profit for the financial year    2,472       5,157       (52.1)%
 Add back:
 Underlying tax charge                       871         1,266       (31.2)%
 Underlying profit before tax                3,343       6,423       (48.0)%
 Finance costs                               39          67          (41.8)%
 Finance income                              (167)       (71)        135.2%
 Share based payment expense                 362         304         19.1%
 Less:
 Buying group rebates                        (357)       (481)       (25.8)%
 Adjusted EBIT                               3,220       6,242       (48.4)%
 Depreciation and amortisation               1,787       1,307       36.7%
 Adjusted EBITDA                             5,007       7,549       (33.7)%
 Adjusted EBITDA margin                      4.4%        7.7%        (330)bps

 

* When preparing the financial statements for the year ended 31 March 2024,
the Company reclassified fair value gains to buying rebates receivable into
gross product margin.

Statutory profit after tax

Statutory profit after tax in the year was £0.4m (FY23: £5.2m). The decrease
year on year is due to the lower trading profitability as well as the impact
of the cost incurred to replace our legacy enterprise resourcing planning
system with Microsoft Dynamics 365.

Share-based payments

The Group issued further awards under its long-term incentive plan during the
year to senior and junior management. This, combined with the FY23 LTIPs and
the market value options and free shares awarded in FY22 resulted in a P&L
charge of £0.4m (FY23: £0.3m). This charge and related professional fees are
removed from adjusted financial performance measures.

Depreciation and amortisation

Depreciation and amortisation increased by £0.5m to £1.8m during the year
(FY23: £1.3m), primarily due to the addition of various warehouse equipment
and new vehicles, as detailed in the cash flow review below.

Taxation

The underlying tax charge for FY24 was £0.9m (FY23: £1.3m) with an effective
underlying tax rate of 26.1%, 1.1% higher than the statutory corporation tax
rate. The current tax asset held on balance sheet at the year end was £0.5m
(FY23: liability of £0.3m) with a deferred tax liability of £1.0m (FY23:
£0.8m).

Earnings per share

Basic earnings per share ("EPS"), which is calculated for both the current and
comparative year based upon the weighted average number of shares in the year,
was 0.41p per share (FY23: 4.91p per share).

Adjusted EPS was 2.45p per share (FY23: 4.82p per share), with the material
reduction year on year being driven by lower gross product margin and higher
distribution costs. The table below shows the reconciliation between statutory
and adjusted earnings per share. See Note 3 in the Group's annual report and
accounts for further details.

                                                        Year ended  Year ended

                                                        31 March    31 March

                                                        2024        2023        Change

                                                        £000        £000        %*/BPS
 Profit for the financial year                          427         5,157       (91.7)%
 Statutory EPS                                          0.41p       4.91p       (91.7)%
 Add back:
 ERP costs net of tax                                   2,045       -           100%
 Underlying profit for the year                         2,472       5,157       (52.1)%
 Charges relating to share-based payments net of tax    365,        271         34.7%
 Buying group rebate net of tax*                        (268)       (361)       (25.8)%
 Adjusted profit for earnings per share                 2,569       5,067       (49.3)%
 Fully diluted number of ordinary shares                104,949     105,034     (0.1)%
 Adjusted EPS                                           2.45p       4.82p       (49.2)%

 

* When preparing the financial statements for the year ended 31 March 2024,
the Company reclassified fair value gains to buying rebates receivable into
gross product margin.

Cash flow and statement of financial position

 

During the year the Group achieved an adjusted cash flow from operating
activities of £4.5m (FY23: £9.9m) with an adjusted operating cash flow for
conversion of £3.6m (FY23: £8.9m) at 71% (FY23: 118%) and free cash flow of
£0.9m (FY23: £7.1m), resulting in a closing net cash position of £7.8m
(FY23: £10.0m).

The Group invested £1.0m in its warehouse equipment, including two automated
dock-leveller loading bays, a Very Narrow Aisle Forklift system, multiple
racking and layout improvements and additional fork lift trucks. The benefits
of these upgrades have already come to fruition with significantly improved
unloading and loading efficiency, whilst further improving safety.

 

A further £0.1m was invested in creating the ME Academy, the Group's
training facility for all employees, as well as the addition of existing
office space for our expanding IT team.

Investments were made into the fleet during the year, with the addition of 30
new vehicles. 18 vehicles were purchased directly with cash, with a further 12
vehicles purchased using finance lease agreements. A significant cash outflow
during the year was for the development and implementation of the Group's new
enterprise resource planning ("ERP") software, Microsoft Dynamics 365, where
there has been a cash outflow of £2.1m to-date, with an additional £0.6m
accrued, on the implementation of this multi-year project. Further cash
outflows are expected in FY25.

During the year the Group saw a working capital outflow of (£0.5)m (FY23:
£2.3m inflow), as despite improvements in inventory days and payable days,
the Group receivables balances for rebates and commercial contracts increased
against the prior year. The exceptional working capital adjustments relate to
the timing impact of payments to the Group's ERP implementation provider.

The Group finished the year in a net cash position of £7.8m (FY23: £10.0m)
with no debt or long-term lending facilities outside of its finance leases.

                                                              Year ended  Year ended

                                                              31 March    31 March

                                                              2024        2023        Change

                                                              £000        £000        %*/BPS
 Underlying profit before tax                                 3,343       6,423       (48.0)%
 Add back:
 Finance costs                                                39          67          (41.8)%
 Finance income                                               (167)       (71)        135.2%
 Loss/(profit) on disposal of fixed assets                    71          (41)        (273.2)%
 Depreciation and amortisation                                1,716       1,347       27.4%
 Buying group rebates                                         (357)       (481)       (25.8)%
 Share based payment expense                                  362         304         19.1%

 Decrease in inventories                                      1,185       189         527%
 (Increase) in receivables                                    (3,535)     (1,826)     93.6%
 Increase in payables                                         2,101       3,461       (39.3)%
 Exceptional WC adjustments                                   (248)       481         (151.6)%
 Adjusted cash flow from underlying operating activities      4,510       9,853       (54.2)%
 Less:
 Outflows for principal lease payments                        (948)       (967)       (2.0)%
 Underlying operating cash flow for conversion                3,562       8,886       (59.9)%
 Operating cash conversion                                    71%         118%

 Investing activities                                         (1,925)     (918)       109.7%
 Tax paid                                                     (743)       (784)       (5.2)%
 Interest paid                                                (42)        (67)        (37.3)%
 Underlying free cash flow                                    852         7,117       (88.0)%

 

* When preparing the financial statements for the year ended 31 March 2024,
the Company reclassified balances within the statement of financial position,
impacting movements within the cash flow for the year ended 31 March 2023.
Refer to Note 5 for further details.

Events after the reporting period

Following the reporting period end on 31 March 2024, we have successfully
exited Combined Independents (Holdings) Limited "Euronics" buying group. This
exit will enable the Group to establish closer, direct relationships with its
manufacturer partners, which will provide further opportunity to drive growth
and margin in the future, and is the next natural step in our growth
ambitions.

Current trading and outlook

Despite the continuing pressures on customers trading-down we are very pleased
with the growth in our order volumes and new customer acquisitions and the
double digit growth we have seen in the first three months of FY25, giving us
confidence that our fundamental strategy of continued profitable market share
gains and excellent customer service will support us in delivering further
growth.

Dividend Declaration

We delivered an adjusted EPS of 2.45p during the year and are recommending a
final dividend of 0.66p per share, whilst this represents a higher payout
ratio than our stated 20% objective, we see this as a signal of confidence in
the future prospects of the Group and our current net cash position. The final
dividend will be paid (subject to shareholder approval at the AGM) on 15
August 2024 to shareholders who are on the register at the close of business
on 12 July 2024, and shares will be marked ex-dividend on 11 July 2024.
For further information on dividends, see Note 12 to the financial
statements.

 

 

Josh Egan

Chief Financial Officer

Consolidated Statement of comprehensive income

Year ended 31 March 2024

 

                                                 Notes                                                                                               Year ended

                                                        Year ended                                                     Year ended       Year ended   31 March

                                                        31 March                                                       31 March         31 March     2023

                                                        2024                                                           2024             2024         Statutory

                                                        Underlying                                                     Non-underlying   Statutory    *restated

                                                                                    £000                               £000             £000                                     £000
 Revenue                                                114,262                                                        -                114,262      97,754
 Cost of Sales*                                         (85,230)                                                       -                (85,230)     (71,062)
 Gross profit                                           29,032                                                         -                29,032       26,692
 Distribution costs*                                    (11,089)                                                       -                (11,089)     (7,249)
 Administrative expenses                                (14,728)                                                       (2,727)          (17,455)     (13,024)
 Operating profit                                       3,215                                                          (2,727)          488          6,419
 Finance income                                         167                                                            -                167          71
 Finance expenses                                       (39)                                                           -                (39)         (67)
 Profit before income tax                               3,343                                                          (2,727)          616          6,423
 Tax on profit                                          (871)                                                          682              (189)        (1,266)
 Profit for the financial year                          2,472                                                          (2,045)          427          5,157
 Total comprehensive income for the period              2,472                                                          2,045            427          5,157
 Earnings per share
 Statutory basic and diluted earnings per share  3                                                                                      0.41p        4.91p

 

* When preparing the financial statements for the year ended 31 March 2024,
the Company reclassified balances within the statement of comprehensive income
for the year ended 31 March 2023. Refer to Note 26 of the Group's annual
report and accounts for further details.

All the results arise from continuing operations.

Consolidated Statement of financial position

At 31 March 2024

 

                                Notes               Year ended  Year ended

                                       Year ended   31 March    31 March

                                       31 March     2023        2022

                                       2024         *restated   *restated

                                       £000         £000        £000
 Assets
 Non-current assets
 Property, plant and equipment         2,671        1,559       841
 Right-of-use assets                   1,152        1,418       2,328
 Trade and other receivables*          71           1,716       1,293
                                       3,894        4,693       4,462
 Current assets
 Inventories                           13,015       14,200      14,389
 Trade and other receivables*          9,172        3,982       2,627
 Current tax assets                    461          -           -
 Cash and cash equivalents             7,817        9,972       3,872
                                       30,465       28,154      20,888
 Total assets                          34,359       32,847      25,350
 Liabilities
 Current liabilities
 Trade and other payables              18,501       16,545      13,067
 Lease liabilities                     621          921         938
 Current tax liabilities               -            302         145
                                       19,122       17,768      14,150
 Non-current liabilities
 Lease liabilities                     534          473         466
 Deferred tax liabilities              991          782         1,324
 Total liabilities                     20,647       19,023      15,940
 Net assets                            13,712       13,824      9,410
 Shareholders' equity
 Called up share capital        6      1,049        1,049       1,049
 Share premium                  6      4,815        4,694       4,694
 Treasury shares                6      (3)          (4)         (4)
 Merger reserve                 6      (100,000)    (100,000)   (100,000)
 Retained earnings              6      107,851      108,085     103,671
 Total shareholders' equity            13,712       13,824      9,410

 

* When preparing the financial statements for the year ended 31 March 2024,
the Company reclassified balances within the statement of financial position
for the year ended 31 March 2023. Refer to Note 26 of the Group's annual
report and accounts for further details.

Consolidated Statement of changes in equity

Year ended 31 March 2024

 

                                                Notes  Called up share capital  Share premium  Treasury shares  Merger reserve  Retained earnings  Total shareholders' equity

                                                       £000                     £000           £000             £000            £000               £000
 At 31 March 2022                                      1,049                    4,694          (4)              (100,000)       103,671            9,410
 Profit for the financial year                         -                        -              -                -               5,157              5,157
 Contributions by and distributions to owners:
 -Dividends paid                                5      -                        -              -                -               (1,017)            (1,017)
 -Share options and LTIP charge                        -                        -              -                -               274                274
 At 31 March 2023                                      1,049                    4,694          (4)              (100,000)       108,085            13,824
 Profit for the financial year                         -                        -              -                -               427                427
 Contributions by and distributions to owners:
 -Dividends paid                                5      -                        -              -                -               (1,007)            (1,007)
 -Share options and LTIP charge                        -                        -              -                -               346                346
 -Sale of treasury shares                       6      -                        121            1                -               -                  122
 At 31 March 2024                                      1,049                    4,815          (3)              (100,000)       107,851            13,712

 

All the results arise from continuing operations.

Consolidated Cash flow

Year ended 31 March 2024

 

                                                             Notes  Year ended  Year ended

                                                                    31 March    31 March

                                                                    2024        2023

                                                                    £000        *restated

                                                                                £000
 Cash flows from operating activities
 Profit for the year                                                427         5,157
 Adjustments for non-cash items:
 Depreciation of property, plant and equipment                      758         326
 Depreciation of right-of-use assets                                958         1,021
 Loss/(profit) on disposal of property, plant and equipment         71          (41)
 Share-based payment expense                                        362         304
 (Interest income)                                                  (167)       (71)
 Interest expense                                                   39          67
 Taxation charged                                                   189         1,266
 Movements in working capital:
 Decrease in inventories                                            1,185       189
 Increase in receivables*                                           (3,535)     (1,826)
 Increase in payables                                               2,101       3,461
 Cash flow generated from operations                                 2,388       9,853
 Corporation tax paid                                               (743)       (784)
 Net cash flow generated from operations                             1,645       9,069
 Cash flows from investing activities
 Purchase of property, plant and equipment                          (2,023)     (1,049)
 Deposits on right-of-use assets                                    (144)       (33)
 Proceeds from sale of property, plant and equipment                52          45
 Proceeds from sale of right-of-assets                              33          -
 Income from investments                                            -           58
 Interest received                                                  157         61
 Net cash used by investing activities                              (1,925)     (918)
 Cash flows from financing activities
 Sale of shares                                              6      122         -
 Interest paid on lease liabilities                                 (42)        (67)
 Principal repayment of lease liabilities                           (948)       (967)
 Equity dividends paid                                       5      (1,007)     (1,017)
 Net cash used by financing activities                               (1,875)     (2,051)
 Net (decrease)/increase in cash and cash equivalents               (2,155)     6,100
 Cash and cash equivalents at the beginning of the year             9,972       3,872
 Cash and cash equivalents at end of the year                       7,817       9,972

*When preparing the financial statements for the year ended 31 March 2024, the
Group restated balances within the statement of cash flows for the year ended
31 March 2023, with fair value gains reducing by £481,000 and the movement in
trade receivables increasing by £481,000. Refer to Note 26 of the Group's
annual report and accounts for further details.

Notes to the financial statements

Year ended 31 March 2024

 

1        General Information

The financial statements of Marks Electrical Group plc ("Company") for the
year ended 31 March 2024 ("FY24") were authorised for issue by the Board of
Directors on 25 June 2024 and signed on its behalf by Josh Egan.

The Company is a public limited company, limited by shares, incorporated in
the United Kingdom under the Companies Act 2006 (registration number
13509635). The Company is domiciled in the United Kingdom and its registered
address is 4 Boston Road, Leicester, LE4 1AU, England. The Company's ordinary
shares are listed on the AIM market, of the London Stock Exchange.

The principal activity of the Company and its subsidiaries ("Group")
throughout the period is the supply of domestic electrical appliances and
consumer electronics in the United Kingdom.

2        Accounting policies

2.1        Basis of preparation

This consolidated financial information 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.

The financial information has been prepared on a going concern basis under the
historical cost convention unless otherwise specified within these accounting
policies. The financial information and the notes to the financial information
are presented in thousands ('£'000') except where otherwise indicated. The
functional and presentation currency of the Group is pound sterling.

The financial information set out in this preliminary announcement does not
constitute the Group's statutory financial statements for the years ended 31
March 2024 or 31 March 2023 as defined in section 435 of the Companies Act
2006 (CA 2006). The financial information for the year ended 31 March 2024 has
been extracted from the Group's audited financial statements. Statutory
financial statements for the year ended 31 March 2023 have been delivered to
the Registrar of Companies, the auditors reported on those accounts; their
report was unqualified and did not contain a statement under either Section
498(2) or Section 498(3) of the Companies Act 2006.

The principal accounting policies adopted in the preparation of the financial
statements are set out below. Other than the restatements disclosed within
note 26 of the Group's annual report and accounts, these policies have been
consistently applied to all the periods presented, unless otherwise stated.

2.2        Going concern

The Group has remained profitable during the year, delivering sales growth of
16.9%, whilst achieving a 0.4% operating margin and net operating cash flow of
£1.6m.

Management have prepared detailed financial projections for the period to 31
July 2025. These projections are based on the Group's detailed annual business
plan. Sensitivity analysis has been performed to model the impact of more
adverse trends compared to those included in the financial projections in
order to estimate the impact of severe but plausible downside risks.

The key sensitivity assumptions applied include:

·      A material slow-down in e-commerce sales;

·      A significant increase in goods sold.

Mitigating actions available to the Group were applied and the Board
challenged the assumptions used.

The Board of Directors has completed a rigorous going concern assessment and
taken the following actions to test or enhance the robustness of the Group's
liquidity levels for the period to 31 July 2025. As part of its assessment,
the Board has considered:

·      The cash flow forecasts and the revenue projections for the
Group.

·      Reasonably possible changes in trading performance, including a
severe yet plausible downside scenario and other extreme scenarios which are
not plausible.

·      The Group's robust policy towards liquidity and cash flow
management.

·      The Group's ability to successfully manage the principal risks
outlined in this report.

·      The current cost of living crisis.

·      Inflation pressures facing the Group and its employees.

·      The impact of leaving CIH

In total, six stress tests were performed on the base case with varying
severities and multiple combinations, under the severe yet plausible scenario
the Group remains in a cash positive position, with no mitigating actions
required. Only in the extreme, not plausible, scenario referenced above, is
where mitigating action would be required. The mitigating response that would
be necessary is short-term inventory level management, which would not be
considered to have any long-term impacts on the Group's performance.

After reviewing the forecasts and risk assessments and making other enquiries,
the Board formed the judgement at the time of approving the financial
statements that there was a reasonable expectation that the Group had adequate
resources to continue in operational existence for at least twelve months from
the date of approval of these financial statements

2.3        Consolidation

The Group financial statements include those of the parent Company and its
subsidiaries, drawn up to 31 March 2024. Subsidiaries are entities over which
the Company obtains and exercises control through voting rights. Income,
expenditure, unrealised gains and intra-Group balances arising from
transactions within the Group are eliminated.

At the time of the Company's admission to trading on the AIM market of the
London Stock Exchange ("IPO"), the acquisition of the trading subsidiaries was
achieved by way of share for share exchange and the difference between the
par value of the shares issued and the fair value of the cost of investment
was recorded as an addition to the merger reserve. Following impairment, the
parent Company statement of financial position shows a merger reserve of £nil
and an investment of £60,657,000.

On a Group basis, an accounting policy was adopted based on the predecessor
method as this is not a business combination but rather a group
re-organisation and thus falls outside the scope of IFRS 3. IFRS does not
specifically state how group re-organisations are accounted for. Therefore,
in accordance with IAS 8, the Directors have considered the accounting for
group re-organisations using merger accounting principles, as set out in FRS
102, The Financial Reporting Standard applicable in the UK and Republic of
Ireland. Under this method, the financial statements of the parties to the
combination are aggregated and presented as though the combining entities had
always been part of the same group. The investment by Marks Electrical Group
plc in Marks Electrical Limited was eliminated and the difference between the
fair value and nominal value of the shares was adjusted through the merger
reserve in the Group statement of financial position.

2.4        Revenue recognition

Product and services revenue

Revenue from contracts with customers is recognised when or as the Group
satisfies a performance obligation by transferring a promised good or service
to a customer. A good or service is transferred when the customer obtains
control of that good or service.

The transfer of electrical appliances and consumer electronics sold by the
Group coincides with the delivery of the item to the customer and the
customer taking physical possession. The Group principally satisfies its
performance obligations at a point in time and recognises revenue on delivery
to the customer. This policy therefore applies to all products delivered to
customers as well as services provided upon the day of delivery such as
delivery fees, waste removal and installation of products.

Revenue is measured at the fair value of the consideration received, excluding
sales taxes or duty. Revenue includes a provision for anticipated returns,
which is based upon historical returns performance, the provision is held
within trade and other receivables.

Amounts received in advance for electrical appliances sales are recorded as
contract liabilities within trade and other payables (net customer advances)
and revenue is recognised as the performance obligations are met.

Commission revenue

Commission revenue is revenue the Group has achieved through acting as an
agent for a third party. The Group currently acts as an agent selling product
protection plans for Domestic and General ("D&G").

The Group introduces the customer to D&G for the product protection plan,
at which point the Group has met its performance obligation. The product
protection plans are rolling agreements whereby the end customer
pays a monthly fee for the plan. The Group receives commission for these
plans annually in advance.

Revenue from commissions on product protection plans is accounted for based on
the fair value of anticipated future commissions receivable throughout the
estimated duration of the plan, plus the initial commission received.
Recognition of revenue occurs upon the Group fulfilling its responsibilities
to the customer at the time of sale. These recognised amounts are determined
by factors such as the plan's duration, historical customer attrition rates as
provided by D&G and are held as a contract asset on the balance sheet
within trade and other receivables and discounted accordingly.

2.5        Estimate - Buying group rebates receivable

Estimates and assumptions are used to determine the carrying value of a
long-term rebate receivable held at fair value

through statement of comprehensive income. The rebate receivable from Combined
Independents (Holdings) Limited

("CIH") entitles the Group to a share of profit based on purchases made during
any given period. The rebate is made up of

accumulated share of profits accrued since entering the buying group, less any
distributions made during that time. Due to

the timing of CIH producing their annual results, the Group estimates the
current period's profit share based on a percentage

of total purchases from CIH. The accumulated fund from CIH is seldom
distributed; however, the Group left CIH on 31 March

2024, therefore the total accrued profits including the initial buy-in cost
have become receivable in full. The calculation to

estimate the rebate receivable in the period is based on historical averages
of rebates over total purchases. The estimate

made in the year ended 31 March 2023 was within 0.2% accuracy. Further details
of this calculation are available in Note 15 of the Group's annual report and
accounts.

3.      Earnings per share

3.1     Statutory earnings per share

 

(a)   Earnings

 

                       Year ended

                       31 March    Year ended

                       2024        31 March

                       £000        2023

                                   £000
 Statutory earnings    427         5,157

 

(b)   Number of shares

 

                                                  Year ended

                                                  31 March     Year ended

                                                  2024         31 March

                                                  £000         2023

                                                               £000
 Basic weighted average number of shares          104,949,050  104,949,050
 Dilutive effect of share options and awards      -            85,183
 Diluted weighted average number of shares        104,949,050  105,034,233

 

(c)    Earnings per share

 

                                           Year ended

                                           31 March    Year ended

                                           2024        31 March

                                                       2023
 Statutory earnings
 Basic statutory earnings per share        0.41p       4.91p
 Diluted statutory earnings per share      0.41p       4.91p

 

 

3.2     Non-Statutory earnings per share

 

(a)   Earnings

 

                                    Year ended

                                    31 March    Year ended

                                    2024        31 March

                                    £000        2023

                                                £000
 Statutory earnings                 427         5,157
 Add:
 Non underlying costs net of tax    2,045       -
 Share based expenses net of tax    365         271
 Less:
 Buying group rebate                (268)       (361)
 Adjusted earnings                  2,569       5,067

 

(b)   Number of shares

 

                                                  Year ended

                                                  31 March     Year ended

                                                  2024         31 March

                                                               2023
 Basic weighted average number of shares          104,949,050  104,949,050
 Dilutive effect of share options and awards      -            85,183
 Diluted weighted average number of shares        104,949,050  105,034,233

 

(c)    Earnings per share

 

                                          Year ended

                                          31 March    Year ended

                                          2024        31 March

                                                      2023
 Adjusted earnings
 Basic adjusted earnings per share        2.45p       4.83p
 Diluted adjusted earnings per share      2.45p       4.82p

 

Adjusted earnings per share is a non-statutory measure the Group is using to
provide comparability and ease of understanding to the users of the financial
statements. This includes adjustments to the earnings and the number of
shares.

Adjusted earnings exclude all non-underlying items, expenses relating to
share-based payments, plus the add back of the buying group rebate receivable
and costs related to the on-going implementation of the new Enterprise
Resource Planning system.

The number of ordinary shares during the year ended 31 March 2024 have
remained constant. At the year end, there was no dilutive effect on the
Group's shares. The 85,183 shares that have been treated as potentially
dilutive in the prior year, relate to employee share options. The options are
dependent on contingent criteria being met and this tranche had met the
criteria at the prior year end.

4.      Operating segments

IFRS 8 'Operating Segments' requires the Group to determine its operating
segments based on information which is provided internally. Based on the
internal reporting information and management structures within the Group, it
has been determined that there is only one operating segment, being the Group,
as the information reported includes operating results at a consolidated Group
level only. There is also considered to be only one reporting segment, which
is the Group, the results of which are shown in the consolidated statement of
comprehensive income.

Management has determined that there is one operating and reporting segment
based on the reports reviewed by senior management which is the chief
operating decision-maker. Senior management is made up of Executive Directors
and heads of department. Senior management is responsible for the strategic
decision-making of the Group.

5.      Non-underlying costs

ERP system implementation costs

During the year, the Group began the implementation of a new ERP system. All
costs associated with this implementation that will not be ongoing costs once
the implementation is complete have been categorised as non-underlying costs.
The non-underlying costs in relation to ERP in the year totalled £2,727,000
being made up of £2,496,000 consultancy fees, £76,000 in wages and salaries,
£93,000 in technology costs and £62,000 in other legal and professional
fees.

6.      Dividends

                                                      Year ended      Year ended

                                                      31 March 2024   31 March 2023

                                                      £000            £000
 Dividends paid during the year:
 Final dividend for 2023: 0.66p (2022: 0.67p)         692             703
 Interim dividend for 2024: 0.30p (2023: 0.30p)       315             314
 Dividends paid                                       1,007           1,017
 Final dividend for 2024 ((1)) : 0.66p (2023: 0.66p)  693             692

 

(1) The Board is recommending a final dividend of 0.66p per share (£692,664)
that will be subject to final approval by shareholders at the 2024 AGM.

The 0.66p represents a typical two-third share of the annualised amount. The
dividend has not been accrued into the consolidated statement of

financial position.

 

7.      Share capital and reserves

 

                                      At 31        At 31      At 31        At 31

                                      March        March      March        March

 Allotted, called up and fully paid   2024         2024       2023         2023

                                      £            Number     £            Number
 Ordinary shares of £0.01 each        104,949,050  1,049,491  104,949,050  1,049,491
                                      104,949,050  1,049,491  104,949,050  1,049,491

 

Share Capital

Share capital comprises the nominal value of the Company's shares of £0.01
each.

 

Share premium

The share premium reserve is the premium paid on the Company's £0.01 ordinary
shares. During the year ended 31 March 2022, 4,545,454 shares were issued for
£1.10 each, resulting in a net premium of £4,694,000 consisting of
£4,954,000 premium paid less £260,000 placing costs. During the year, the
Company sold treasury shares at a premium to the purchase price leading to a
£121,000 increase in share premium.

 

Merger reserve

The merger reserve relates to the merger relief under section 612 of the
Company's Act, on the acquisition of Marks Electrical Limited, a 100% owned
subsidiary of the Group.

 

On 8 October 2021, Marks Electrical Group plc acquired the 100 ordinary shares
(100% of the share capital) in Marks Electrical Limited, in return for the
issue of 99,999,999 ordinary shares with a nominal value of £1.00 each, at a
price of £1.60 each, bringing the total consideration to £160,000,000. This
transaction falls under section 612 of the Companies Act and merger relief was
applied. On consolidation under the predecessor method a merger reserve of
£100,000,000 was recognised.

 

Treasury shares

Treasury reserve relates to shares acquired by the Group's employee benefit
trust. At the year end the Group held 259,961 (FY23: 403,596) treasury shares.

 

Retained Earnings

Retained earnings are the accumulated profits and losses of the Group net of
dividends and other adjustments.

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