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REG - Marks Electrical Grp - HY26 Interim Results

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RNS Number : 3264H  Marks Electrical Group plc  13 November 2025

Results for the six months ended 30 September 2025

Marks Electrical Group plc ("Marks Electrical" or "the Group"), an online
electrical retailer, today announces its unaudited results for the six months
ended 30 September 2025 ("the Period" or "H1-26" or "first half").

Financial highlights

·      The Group reports revenue of £53.0m, down 9.9% YoY against a
challenging, declining market being down 2.0% in H1-26.

·      Gross margin has remained stable at 24.3% (H1-25: 24.6%).

·      Adjusted EBITDA(1) of £0.5m (H1-25: £2.0m).

·      Adjusted weighted average EPS was (0.31p) (H1-25:0.72p)(2),
statutory weighted average EPS was (0.45p) (H1-25: (0.79p)).

·      Debt-free balance sheet with closing net cash of £1.5m(3)
(H1-25: £6.7m). The reduction in cash primarily relates to working capital
outflows to build the correct inventory mix for peak trading.

Operational highlights

·      The Group has completed its first full year of trading using the
new ERP system, Microsoft Dynamics 365 ("D365").  The transition required
training and adaptation across the business, resulting in additional
short-term costs. The project is now progressing into the phase where
increased efficiencies, enhanced automation and improved insight will be
achieved. While these benefits may take time to fully materialise, they are
anticipated to deliver tangible value in the near to medium term and to
underpin the Group's future growth.

·      Maintained our Trustpilot score of 4.8, reaching over 90,000
reviews with 93% of those reviews being 4 and 5 star, demonstrating the
enduring strengths of our best-in-class customer proposition.

Outlook

·      The Group has returned to revenue and profitability growth in
October, and management remains confident in the revised FY26 market
expectations.

·      Management remains focused on achieving sustainable, profitable
growth as the business aims to unlock efficiencies and automation from D365,
while maintaining disciplined cost management to ensure overheads remain
appropriately aligned to current and future trading.

·      Despite challenging conditions, Marks Electrical continues to
deliver best-in-class customer experiences and has achieved its highest rate
of returning customers since the IPO. The Group operates in a £7 billion
market, presenting substantial growth potential, with a strong platform and
proven model, the Group is well positioned to capture market share and improve
profitability as market conditions recover.

·      Tom Pallatt has joined the Company as Interim Chief Financial
Officer, a non-Board position. Tom was at Ibstock Brick for 17 years where he
held senior finance roles, including serving as Group Financial Controller of
Ibstock PLC. Dipesh Mistry will now move to a process and controls role within
the Company.

·      Alyson Fadil has informed the Board of her intention to step down
from the board of Marks Electrical PLC at the end of November 2025.  The
duties of RemCo Chair will pass to Warren Middleton as the other Independent
Non Executive Director on the Board and the current Chair of the Audit and
Risk committee. Mark would like to thank Alyson for her valuable contribution
over the last 4 years.

Mark Smithson Chief Executive Officer, commented:

"The first half of FY26 has been challenging for the business, reflecting a
highly competitive market environment combined with continued cost pressures.
During the period, the Group has focused on repositioning its inventory
holdings, as we announced on 25 September 2025, which has temporarily impacted
top- and bottom-line performance.

With inventory now realigned, the Group has returned to revenue growth and
improved profitability in October, in line with revised forecasts. Cost
headwinds have arisen from increases in the National Minimum Wage ("NMW") and
National Insurance Contributions ("NIC"), alongside higher operating costs
linked to the implementation of D365. Management has taken proactive measures
to mitigate the impact of these increases, and the benefits of these actions
are beginning to materialise.

The operational impact of implementing D365 was initially underestimated.
While the new system carries ongoing running costs, the first year of
operation caused significant distraction for all users in the business and has
also generated additional resource costs due to the learning curve and
adaptation required across the business. As teams have become more proficient
with the system, we have already seen a marked improvement in efficiency and
task completion times. Importantly, unlike the legacy platform, D365 provides
compatibility with a wide range of third-party applications and AI-enabled
tools, allowing the business to integrate future technologies and enhance
automation capabilities that were previously constrained. With the platform
now stable and performing reliably, we are beginning to introduce automation
to drive cost savings and operational efficiencies. Although the benefits have
taken longer to realise than initially anticipated, we are now progressing
down the improvement curve towards enhanced productivity.

With revenue and profitability improving in October, we remain confident in
our full-year outlook and long-term strategy. I am extremely proud of the
dedication and commitment shown by our colleagues over the past year. Despite
softer financial results, significant progress has been made behind the scenes
to strengthen our foundations. We are building a business for the future, and
our focus on delivering best-in-class customer service continues to underpin
that ambition."

(Notes)

((1)   Adjusted EBITDA is a non-statutory measure defined as earnings before
interest, tax, depreciation, and amortisation and adjusted for exceptional
items, share-based payment charges and revaluation of investments.)

((2)   Adjusted EPS is a non-statutory measure of profit after tax, adjusted
for exceptional items, ERP replacement project, share-based payment charges
and revaluation of investments, over the total diluted ordinary number of
shares in issue.)

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

 

Enquiries:

Marks Electrical Group
plc                                                    Via
DGA Group:

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

DGA Group (Financial PR)

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

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

Canaccord Genuity (NOMAD and Broker)

Max Hartley / George Grainger
                            Tel: +44 (0)20 7523 8000
 

 

 

 

About Marks Electrical

Marks Electrical is a 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/) .

 

 

 

Financial review

The Group has had a challenging start to FY26, driven by a contracting market
and a strategic refocus. Revenue was £53.0m, down 9.9% YoY and profitability
was impacted by cost headwinds.

As a result, profitability has been softer in H1-26 than we originally
forecast. However, the Group has had a strong October and remains confident in
the revised full year expectations.

Revenue and gross product profit

In H1-26, the combined MDA and CE markets contracted by 2.0%, and the Group
made strategic shifts in its inventory base, which resulted in a revenue
decline of 9.9% YoY to £53.0m. Gross product margin was broadly flat YoY at
24.3%, down 30bps from H1-25. We expect gross margin to improve marginally in
H2-26.

                                  Six months ended  Six months ended  Year ended

                                  30 September      30 September      31 March

                                  2025              2024              2025

                                  £000              £000              £000
 Revenue                          53,017            58,844            117,181
 Cost of Sales                    (40,147)          (44,346)          (88,565)
 Gross product profit             12,870            14,498            28,616
 Gross product profit margin      24.3%             24.6%             24.4%

 

Distribution and installation costs

Distribution and installation costs increased by 130bps YoY to 11.2% of
revenue. This is a reflection of higher employee costs driven by increases in
the National Minimum Wage ("NMW") and National Insurance Contributions
("NIC"), as well as reduced delivery density following lower order volumes.
The overall rise has had a notable impact on unit economics and overall
profitability. Towards the end of H1-26, a series of initiatives were
implemented to enhance transport efficiency and offset the impact of increased
labour costs, and the benefits of these actions are now beginning to be
reflected in the results.

We expect distribution and installation costs to come down as a percentage of
sales during H2-26, as we see the leverage on higher revenue levels.

                                                            Six months ended  Six months ended  Year ended

                                                            30 September      30 September      31 March

                                                            2025              2024              2025

                                                            £000              £000              £000
 Revenue                                                    53,017            58,844            117,181
 Distribution & installation costs                          (5,933)           (5,825)           (11,490)
 Distribution & installation costs as % of revenue          11.2%             9.9%              9.8%

 

Advertising and marketing costs

Advertising and marketing costs were tightly controlled at 5.0% of revenue,
versus 5.3% in the prior year. The Group has continued to invest in brand
awareness across various channels, including digital marketing, social, radio
and out-of-home campaigns.

Full year marketing costs are expected to be 5.0% of revenue, reflecting lower
spend in H2-26.

                                                Six months ended  Six months ended  Year ended

                                                30 September      30 September      31 March

                                                2025              2024              2025

                                                £000              £000              £000
 Revenue                                        53,017            58,844            117,181
 Advertising and marketing costs                (2,666)           (3,097)           (5,801)
 Advertising and marketing as % of revenue      5.0%              5.3%              5.0%

Other operating expenses (excluding depreciation)

Other operating expenses are 7.2% of revenue, versus 6.0% in the prior year.
This is primarily driven by reduced operating leverage following lower revenue
levels and increased costs associated with operating Dynamics 365 in year one.
We expect to gain leverage in H2-26 as we start to see operating efficiencies
through D365.

 

                                             Six months ended  Six months ended  Year ended

                                             30 September      30 September      31 March

                                             2025              2024              2025

                                             £000              £000              £000
 Revenue                                     53,017            58,844            117,181
 Other operating expenses                    (3,805)           (3,553)           (7,349)
 Other operating expenses as % of revenue    7.2%              6.0%              6.3%

 

Adjusted earnings before Interest, Tax, Depreciation and Amortisation
("EBITDA")

The Group achieved Adjusted EBITDA for the period of £0.5m representing a
margin of 0.9%, down 250bps against H1-25. This decrease in margin year on
year is primarily driven by lower revenue and increased distribution and
overhead costs in the period.

                                              Six months ended  Six months ended

                                              30 September      30 September

                                              2025              2024

                                              £000              £000
 Statutory loss after tax                     (464)             (827)
 Addback:
 Exceptional items net of tax                 -                 1,411
 Underlying (loss)/profit after tax           (464)             584
 Addback:
 Underlying tax (credit)/charge               (110)             236
 Underlying profit before tax                 (574)             820
 Addback:
 Net finance (income)/costs                   31                (122)
 Share based payment costs                    136               233
 Adjusted EBIT                                (407)             931
 Depreciation and amortisation                895               1,090
 (Profit)/Loss on disposal of fixed assets    (21)              1
 Adjusted EBITDA                              467               2,022
 Adjusted EBITDA margin                       0.9%              3.4%

Earnings per share

Basic earnings per share ("EPS"), which is calculated for both the current and
comparative period based upon the weighted average number of shares in the
year, was a loss of (0.44)p per share (H1-25: (0.79)p).

Adjusted EPS was a loss of (0.31)p per share (H1-25: earnings 0.72p per
share), the table below shows the reconciliation between statutory and
adjusted earnings. See Note 3 to the financial statements for further details.

                                                          Six months ended  Six months ended

                                                          30 September      30 September

                                                          2025              2024

                                                          £000              £000
 Statutory profit after tax                               (464)             (827)
 Addback:
 Exceptional items                                        -                 1,881
 Tax effect of exceptional items                          -                 (470)
 Underlying profit for the period                         (464)             584
 Charges relating to share-based payments net of tax      136               175
 Buying group rebates                                                       -
 Adjusted profit for earnings per share                   (328)             759
 Fully diluted number of ordinary shares                  104,949,050       104,949,050
 Adjusted earnings per share                              (0.31)p           0.72p

 

Cashflow and statement of financial position

During H1-26, the Group recorded an underlying cash outflow from operations of
£6.3m and free cash outflow of £6.5m. This operational cashflow generation
is primarily due to working capital outflows.

During H1-25, the Group invested in Consumer Electronics ahead of peak
trading, which did not perform as expected during H2-25. As a result, the
Group took actions during H1-26 to rebalance its inventory mix, leading to
temporary working capital outflows as part of this process. With inventory
levels now optimised, and the business well positioned for peak trading, a
cash recovery is anticipated in H2-26.

The Group closed the period in a net cash position of £1.5m versus £6.7m at
H1-25 and £8.8m at FY25.

                                                               Six months ended  Six months ended

                                                               30 September      30 September

                                                               2025              2024

                                                               £000              £000
 Underlying (loss)/profit before tax                           (574)             820
 Addback:
 Finance (income)/costs                                        31                (122)
 (Profit)/Loss on disposal of fixed assets                     (21)              1
 Depreciation and amortisation                                 895               1,091
 Share based payment cost                                      136               233
 (Increase)/decrease in inventories                            940               (7,151)
 (Increase)/decrease in receivables                            (624)             860
 Increase/(decrease) in payables                               (6,604)           6,870
 Underlying cash (outflow)/flow from operating activities      (5,821)           2,602
 Less:
 Outflows for lease payments                                   (473)             (612)
 Underlying operating cash (outflow)/flow for conversion       (6,294)           1,990
 Operating cash conversion                                     (1,348)%          98%

 Investing activities                                          (190)             (508)
 Tax received/(paid)                                           0                 76
 Interest received/(paid)                                      (34)              120
 Underlying free cash (outflow)/flow                           (6,518)           1,678

 

RCF

The Group retains access to a Revolving Credit Facility of £4.0m and a £1.0m
overdraft facility. The purpose of the facility is to provide flexibility for
working capital during peak trading periods. While we intend on strategically
maintaining a net cash position, this facility will provide the Group with
additional comfort during periods of inventory build. At the period end the
facility was undrawn.

Events after the reporting period

There have been no material events to report after the end of the reporting
period.

Consolidated Statement of comprehensive income

Six months ended 30 September 2025

 

                                                 Notes  Six months ended  Six months ended                Year ended

                                                        30 September      30 September                    31 March

                                                        2025              2024                            2025

                                                        Statutory         Statutory                       Statutory

                                                        £000              £000                            £000
 Revenue                                                53,017            58,844                          117,181
 Cost of Sales                                          (40,147)          (44,346)                        (88,565)
 Gross profit                                           12,870            14,498                          28,616
 Distribution costs                                     (5,933)           (5,825)                         (11,490)
 Administrative expenses                                (7,480)           (9,856)                         (18,867)
 Operating loss                                         (543)                         (1,183)             (1,741)
 Finance income                                         56                168                             217
 Finance expenses                                       (87)              (46)                            (186)
 Loss before income tax                                 (574)             (1,061)                         (1,710)
 Tax on loss                                     4      110               234                             266
 Loss for the financial period                          (464)             (827)                           (1,444)
 Total comprehensive expense for the period             (464)             (827)                           (1,444)
 Earnings per share
 Statutory basic and diluted earnings per share         (0.44)p           (0.79)p                         (1.38)p

 

Consolidated Balance sheet

At 30 September 2025

 

                                Notes  At              At

                                       30 September    31 March

                                       2025           2025

                                       £000           £000
 Non-current assets
 Property, plant and equipment         1,797          2,010
 Right-of-use asset                    2,032          2,416
 Trade and other receivables           240            204
                                       4,069          4,630
 Current assets
 Inventories                           15,979         16,918
 Trade and other receivables           8,092          7,521
 Current tax assets                    -              -
 Cash and cash equivalents             1,535          8,807
                                       25,606         33,246
 Total assets                          29,675         37,876
 Current liabilities
 Trade and other payables              (16,761)       (23,407)
 Lease liabilities                     (988)          (993)
 Current tax liability                 (227)          (336)
                                       (17,976)       (24,736)
 Non-current liabilities
 Lease liabilities                     (1,099)        (1,457)
 Deferred tax liabilities       4      (423)          (423)
 Total liabilities                     (19,498)       (26,616)
 Net assets                            10,177         11,260
 Shareholders' equity
 Called up share capital               1,049          1,049
 Share premium                         4,818          4,818
 Treasury shares                       (346)          (296)
 Merger reserve                        (100,000)      (100,000)
 Retained earnings                     104,656        105,689
 Total shareholders' equity            10,177         11,260

 

The interim financial statements of Marks Electrical Group plc were approved
by the Board on 12 November 2025 and signed on its behalf by:

 

 

Mark Smithson

Chief Executive Officer

Marks Electrical Group plc

Consolidated Statement of changes in equity

Six months ended 30 September 2025

 

                                                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 2024                                      1,049                    4,815          (3)              (100,000)       107,851            13,712
 Total comprehensive expense for the year              -                        -              -                -               (1,444)            (1,444)
 Contributions by and distributions to owners:
 -Dividends paid                                       -                        -              -                -               (1,004)            (1,004)
 -Share options and LTIP charge                        -                        -              -                -               328                328
 -Issue of shares to employees                         -                        -              42                               (42)               -
 -Purchase of treasury shares                          -                        -              (335)            -               -                  (335)
 -Sale of treasury shares                              -                        3              -                -               -                  3
 At 31 March 2025                                      1,049                    4,818          (296)            (100,000)       105,689            11,260
 Total comprehensive expense for the period                                                                                     (464)              (464)
 Contributions by and distributions to owners:
 -Dividends paid                                       -                        -              -                -               (689)              (689)
 -Share based payment charge                           -                        -              -                -               120                120
 -Purchase of treasury shares                          -                        -              (50)             -               -                  (50)
 At 30 September 2025                                  1,049                    4,818          (346)            (100,000)       104,656            10,177

 

All the results arise from continuing operations.

Consolidated Cash flow

Six months ended 30 September 2025

 

                                                             Six months ended  Six months ended   Year ended

                                                             30 September      30 September       31 March

                                                             2025              2024              2025

                                                             £000              £000              £000
 Cash flows from operating activities
 (Loss)/profit for the period                                (464)             (827)             (1,444)
 Adjustments for non-cash items:
 Depreciation of property, plant and equipment               402               464               921
 Depreciation of right-of-use assets                         493               627               1,158
 (Profit)/loss on disposal of property, plant and equipment  (21)              1                 21
 Share based payment expense                                 120               233               328
 Interest income                                                               (168)             (217)
 Interest expense                                            32                46                186
 Taxation credited                                           (110)             (234)             (266)
 Movements in working capital:
 (Increase)/decrease in inventories                          940               (7,151)           (3,903)
 Decrease/(increase) in receivables                          (624)             860               1,518
 (Decreased)/increase in payables                            (6,604)           6,870             5,047
 Cash flow generated from operations                         (5,836)           721               3,349
 Corporation tax received/(paid)                             -                 76                495
 Net cash flow generated from operations                     (5,836)           797               3,844
 Cash flows from investing activities
 Purchase of property, plant and equipment                   (190)             (355)             (437)
 Deposits on right-of-use assets                             (22)              (154)             (154)
 Proceeds from sale of property, plant and equipment         1                 -                 135
 Proceeds from sale of right-of-use assets                   21                -                 21
 Interest received                                           56                168               212
 Net cash used by investing activities                       (134)             (341)             (223)
 Cash flows from financing activities
 Interest paid on loan                                       (21)              -                 (61)
 Sale of shares                                              -                 -                 3
 Purchase of shares                                          (50)              (244)             (335)
 Repayment of borrowings                                     (3,300)           -                 (10,500)
 Drawdown of borrowings                                      3,300             -                 10,500
 Interest paid on lease liabilities                          (69)              (48)              (130)
 Principal repayment of lease liabilities                    (473)             (612)             (1,104)
 Equity dividends paid                                       (689)             (690)             (1,004)
 Net cash used by financing activities                       (1,302)           (1,594)           (2,631)
 Net increase/(decrease) in cash and cash equivalents        (7,272)           (1,138)           990
 Cash and cash equivalents at the beginning of the period    8,807             7,817             7,817
 Cash and cash equivalents at end of the period              1,535             6,679             8,807

 

Notes to the unaudited financial statements

Six months ended 30 September 2025

 

1       General Information

Marks Electrical Group plc (the "Company") is a public limited company
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. 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 (the "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. There are no new standards,
interpretations and amendments which are not yet effective in these financial
statements, expected to have a material effect on the Group's future financial
statements.

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 figures for the period to 30 September 2025 and the comparative period to
30 September 2024 have not been audited or reviewed. The figures for 31 March
2025 have been extracted from the financial statements for the year to 31
March 2025, which have been delivered to the Registrar of Companies. The
interim financial statements do not constitute statutory accounts within the
meaning of the Companies Act 2006.

The policies have been consistently applied to all periods presented, unless
otherwise stated. The principal accounting policies adopted in the preparation
of the financial statements are set out below. These policies have been
consistently applied to all the periods presented, unless otherwise stated.

2.2       Going concern

Despite challenging economic conditions, the Group has traded positively
during the period, delivering gross profit margin of 24.3%.

Management have prepared detailed financial projections for the period to 30
November 2026. 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; and

• A substantial decline in gross margin.

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 Company's
liquidity levels for the period to 30 November 2026. As part of its
assessment, the Board has considered:

• The cash flow forecasts and the revenue projections for the Company;

• Reasonably possible changes in trading performance, including a severe yet
plausible downside scenario;

• The Company's robust policy towards liquidity and cash flow management;

• The Company's ability to successfully manage the principal risks outlined
in this report;

• The current cost of living crisis; and

• Inflation pressures facing the Company and its employees.

Under the severe yet plausible scenario the Company remains with the limits of
its revolving credit facility.

 

After reviewing the forecasts and risk assessments and making other enquiries,
the Board has formed the judgement at the time of approving the financial
statements that there is a reasonable expectation that the Company has
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 2025. 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 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. The parent company statement of
financial position shows a merger reserve of £nil and an investment of
£43,237,000.

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       Operating exceptional charges

The Group presents exceptional items on the face of the statement of
comprehensive income these are material items of income and expense which the
Directors consider, because of their size or nature and expected
non-recurrence, merit separate presentation to facilitate financial comparison
with prior periods and to assess trends in financial performance. Exceptional
items are included in Administration expenses in the consolidated statement of
comprehensive income but not considered to be part of the underlying trading
performance of the business.

2.5       Significant accounting estimates and judgements

The Group makes certain estimates and assumptions regarding the future.
Estimates and judgements are continually evaluated based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances. In the future, actual
experience may differ from these estimates and assumptions. The estimates and
assumptions that have a significant risk of causing a material adjustment to
the carrying amounts of assets and liabilities within the next financial year
are discussed below.

2.6       Long term equity incentive plans

Employees and directors receive remuneration from the Company in the form of
share-based payment transactions, whereby they meet performance criteria
required by the Company and in consideration receive equity instruments. The
cost of the equity settled transactions is measured by a reference to the fair
value at the date of grant and is recognised as an expense in the statement of
comprehensive income over the vesting period of the schemes.

Market Value Options and Free Shares (issued on IPO)

A Black-Scholes pricing model is used to measure the fair value of the
employee share options using six variables, the volatility, type of option,
share price on issue, time, strike price and the risk-free rate. Other
conditions which are required to be met in order for an employee to become
fully entitled are taken into consideration, such as employee attrition rates.

2022, 2023 and 2024 Long-Term Incentive Plan ("LTIP")

The 2022, 2023 and 2024 LTIP is split into three tranches, earnings per share
("EPS"), cash flow and total shareholder return ("TSR"). In estimating the EPS
and cash flow, management have considered the likelihood of conditions being
met based on current forecasts and performance. This has been applied to the
share price at the valuation date after stripping out expected future
dividends. For the TSR metric, a Monte Carlo simulation model has been used
for the valuation, the model is appropriate given the share-based payments are
subject to market conditions.

At each statement of financial position date before the vesting date, the
cumulative expense is calculated, representing the expired vesting period and
the best estimate of the number of equity instruments that will ultimately
vest. The movement in the cumulative balance is recognised in the statement of
comprehensive income.

3.      Earnings per share

 

(a)   Earnings

 

                     Six months ended  Six months ended

                     30 September      30 September      Year ended

                     2025              2024              31 March

                     £000              £000              2025

                                                         £000
 Statutory earnings  (464)             (827)             (1,444)

 

(b)   Number of shares

 

                                              Six months ended  Six months ended

                                              30 September      30 September      Year ended

                                              2025              2024              31 March

                                                                                  2025
 Basic weighted average number of shares      104,949,050       104,949,050       104,949,050
 Dilutive effect of share options and awards  -                 -                 -
 Diluted weighted average number of shares    104,949,050       104,949,050       104,949,050

 

 

(c)   Earnings per share

 

                                       Six months ended  Six months ended

                                       30 September      30 September      Year ended

                                       2025              2024              31 March

                                                                           2025
 Statutory earnings
 Basic statutory earnings per share    (0.44)p           (0.79)p           (1.38)p
 Diluted statutory earnings per share  (0.44)p           (0.79)p           (1.38)p

 

3.1    Non-Statutory earning per share

 

(a)   Earnings

 

                                  Six months ended  Six months ended  Year ended

                                  30 September      30 September      31 March

                                  2025              2024              2025

                                  £000              £000              £000
 Statutory earnings               (464)             (827)             (1,444)
 Add:
 Non underlying costs net of tax  -                 1,411             2,179
 Share-based payments net of tax  136               175               631
 Less:
 Buying group rebate              -                 -                 249
 Adjusted earnings                (328)             759               1,615

 

(b)   Number of shares

 

                                              Six months ended  Six months ended

                                              30 September      30 September      Year ended

                                              2025              2024              31 March

                                                                                  2025
 Basic weighted average number of shares      104,949,050       104,949,050       104,949,050
 Dilutive effect of share options and awards  -                 -                 -
 Diluted weighted average number of shares    104,949,050       104,949,050       104,949,050

 

(c)   Earnings per share

 

                                      Six months ended  Six months ended

                                      30 September      30 September      Year ended

                                      2025              2024              31 March

                                                                          2025
 Adjusted earnings
 Basic adjusted earnings per share    (0.31)p           0.72p             1.54p
 Diluted adjusted earnings per share  (0.31)p           0.72p             1.54p

 

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 exceptional costs as disclosed above.

The number of ordinary shares as at 31 March 2025 through to 30 September 2025
has been used as the basis for the current and prior periods adjusted earnings
per share calculation.

4.      Taxation

 

Income tax credit/(expense) is recognised based on management's best estimate
of the average annual income tax rate expected for the full financial year
applied to the pre-tax income of the interim period. The income tax credit for
the six months ended 30 September 2025 is £110,000 (H1-25: £234,000). The
Group's adjusted consolidated effective tax rate for the six months ended 30
September 2025 is 25.0% (H1-25: 25.0%).

5.      Dividends paid

 

                                               Six months ended  Year ended

                                               30 September      31 March

                                               2025              2025

                                               £000              £000
 Dividends paid during the period:
 Final dividend for 2025: 0.66p (2024: 0.66p)  689               693
 Interim dividend for 2026: Nil (2025:0.30p)   -                 311
 Dividends paid                                689               1,004

 

Dividends paid and issued during the period totalled £688,849 (2025:
£690,060).

 

No interim dividend has been proposed to be paid in relation to FY26 (HY-25:
0.30p).

 

6.      Operating exceptional charges

 

During FY25, the Group incurred exceptional one-off expenditure in
administrative expenses in relation to the implementation of a new ERP system.
The ERP implementation was completed in September 2024 with all the costs
expensed through the statement of comprehensive income and in order to aid
comparability, it has been disclosed separately as a non-underlying items.
During H1-26 £nil (H1-25: £1,881,000) was incurred as an expense with an
associated tax credit of £nil (H1-25: £470,000). No further costs are
expected to be incurred in relation to the implementation of ERP system.

 

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