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REG - Marshalls PLC - Half year results

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RNS Number : 6873U  Marshalls PLC  11 August 2025

 

Half year results for the six months ended 30 June 2025

 

 'Transform & Grow' strategy delivers a return to Group revenue growth in
subdued markets

 

Marshalls plc, a leading manufacturer of sustainable solutions for the built
environment, announces its results for the half year ended 30 June 2025.

 

 £'M                                     H1 2025   H1 2024   Change
 Revenue                                 319.5    306.7      4%

 Adjusted results (Notes 1 and 2 below)
 Adjusted EBITDA                         42.9     50.6       (15%)
 Adjusted operating profit               28.4     34.0       (16%)
 Adjusted profit before tax              22.0     26.6       (17%)
 Adjusted basic EPS - pence              6.6      7.9        (16%)
 Adjusted annualised ROCE (%)            7.3      7.6        (0.3ppts)

 Interim dividend - pence                2.2      2.6        (15%)
 Pre-IFRS 16 net debt                    151.6    155.8      3%

 Reported results
 Operating profit                        18.1     28.9       (37%)
 Profit before tax                       11.7     21.5       (46%)
 Basic EPS - pence                       3.5      6.4        (45%)

 

Strategic and operational highlights

 ·         Group returned to revenue growth with tangible early progress in the execution
           of the 'Transform & Grow' strategy
 ·         Landscaping Products improvement plan delivered higher volumes and market
           share gains.  However, end markets remain challenging with subdued demand
           exerting pressure on prices, and a less profitable product mix adversely
           impacted profitability
 ·         Acceleration of manufacturing footprint optimisation and overhead reduction in
           Landscaping Products expected to deliver annualised cost savings of £9
           million by 2026
 ·         Strong growth in Roofing Products was led by Viridian Solar and supported by a
           robust performance in Marley Roofing reinforcing its market-leading position
 ·         Good performances in Water Management and Mortars drove profitable revenue
           growth in Building Products

 

Financial highlights

 ·         Group revenue increased by four per cent driven by growth in both Building and
           Roofing Products, partially offset by modest contraction in Landscaping
           Products
 ·         Group adjusted operating profit of £28.4 million reflects improved
           profitability in Building and Roofing Products offset by reduced profitability
           in Landscaping Products, impacted by targeted investment in pricing, a less
           profitable product mix and manufacturing inefficiencies
 ·         Adjusted operating cashflow conversion was strong at 94 per cent on an
           annualised basis reflecting continuing disciplined working capital management
 ·         Robust balance sheet with a year-on-year net debt reduction of £4.2 million
           and period end leverage of 1.8 times adjusted annualised EBITDA (H1 2024: 1.8
           times)
 ·         Interim dividend of 2.2 pence per share in line with dividend policy

 

Outlook

 ·         The Board is taking decisive action to accelerate the optimisation of the
           national manufacturing network and reduce costs whilst continuing to deliver
           on all elements of the Landscaping Products performance improvement plan
 ·         Mindful of continuing uncertainty in the macro-economic environment, the Board
           currently sees no improvement in market activity levels through the remainder
           of 2025, and expects the full-year outturn to be consistent with its revised
           guidance(1) issued on 25 July 2025
 ·         Looking further ahead, the Board is encouraged by the Government's commitment
           to new housing and infrastructure investment and expects the 'Transform &
           Grow' strategy to position the Group well for sustainable growth across all
           our reporting segments in the medium term

 

(1) Company guidance is for adjusted profit before tax for 2025 to be in the
range of £42 million and £46 million.

 

Matt Pullen, Chief Executive, commented:

"The Group returned to revenue growth of four per cent in the first half of
the year despite a subdued market. This performance reflects the benefits of
our diversified portfolio, with Building and Roofing Products delivering good
revenue and operating profit growth, and Landscaping Products reporting solid
volume growth during the period although at lower profitability.

 

The Landscaping Products improvement plan is firmly underway, and we have made
solid, early progress with operational improvements.  Whilst profit was below
expectations, we have strengthened customer relationships and seen volume
growth in the first half. We are accelerating action to reduce costs and
optimise our national manufacturing network, which is expected to improve
Landscaping Products profitability materially in 2026 and deliver the
turnaround.

 

We are also delivering our growth strategies in Roofing and Building Products,
building on our successful M&A strategy, by leveraging these growth
engines to build a stronger and more diversified Group.  In Roofing Products,
Viridian Solar continues to benefit from its market-leading roof-integrated
solar proposition and the regulatory tailwinds driving energy efficiency in
new homes and Marley Roofing also continued to deliver revenue growth,
reinforcing its leadership position. In Building Products, we have secured new
work in Water Management and are developing operational capability as we
reposition the business to capture growth opportunities in the infrastructure
and wastewater market ahead of the AMP8 investment cycle. While revenue in
Bricks and Masonry contracted, our disciplined approach to pricing has
prioritised margins in a highly competitive environment.

 

Looking ahead, while the macroeconomic outlook remains uncertain and markets
are likely to stay subdued in the near term, we are encouraged by the
Government's commitment to new housing and infrastructure investment which,
together with our 'Transform & Grow' strategy, positions us well for
sustainable growth across all our businesses in the medium term."

 

Analyst presentation

 

There will be a live presentation today at 10:00am at the offices of Peel Hunt
for analysts and investors, which will also be webcast live. The presentation
will be available for analysts and investors who are unable to view the
webcast live and can be accessed on Marshalls' website at www.marshalls.co.uk
(https://protect-eu.mimecast.com/s/zHWuCQnkphX8NoNHPS8Eb) .

 

Users can register to access the webcast using the following link:
https://brrmedia.news/MSLH_HY25 (https://brrmedia.news/MSLH_HY25)

 

Notes:

      1.      The results for the period ended 30 June 2025 have been disclosed after adding
              back adjusting items. These are set out in Note 4.
      2.      This Half Year Financial Report includes alternative performance measures
              ('APMs'), which are not defined or specified under the requirements of
              International Financial Reporting Standards.  The Board believes that these
              APMs provide stakeholders with important additional information on the
              Group.  To support this, we have included an accounting policy note on APMs
              in the Notes to this Half Year Financial Report, a glossary setting out the
              APMs that we use, how we use them, an explanation of how they are calculated,
              and a reconciliation of the APMs to the reported results, where relevant.
              See Notes 4 and 19 for further details.

 

 

 

Enquiries:

 Marshalls plc                              Tel: +44 (0)1422 314777

 Matt Pullen, Chief Executive

 Justin Lockwood, Chief Financial Officer

 Simon Bourne, Chief Commercial Officer

 Hudson Sandler (Financial PR)              Tel: +44 20 7796 4133

 Dan de Belder                              Email: marshalls@hudsonsandler.com (mailto:marshalls@hudsonsandler.com)

 Harry Griffiths

 

Note to the Editor:

 

About Marshalls plc:

Established in the late 1880s, Marshalls plc is a leading UK manufacturer of
sustainable solutions for the built environment. It operates through three
reporting segments: Landscaping Products; Building Products; and Roofing
Products. At a Group, segmental and brand level, Marshalls' strategy centres
around its customers who value its unique set of capabilities, namely leading
brands, best in class technical and design support and carbon leadership. This
is underpinned by business wide enterprise excellence, leadership in ESG
governance and standards and its people, organisation, and culture.  

 

The Group operates a national network of manufacturing and distribution sites.
Marshalls is committed to quality in everything it does, including the
achievement of high environmental and ethical standards and continual
improvement in health and safety performance. Its strategic goal is to become
the UK's leading manufacturer of sustainable solutions and products for the
built environment. 

 

 

Chief Executive's Statement

 

Overview

 

Against a backdrop of macro-economic uncertainty and continued subdued
activity levels in our key end-markets, we have delivered a performance that
highlights the strength of our broad product offering resulting from the
Group's diversification strategy, and the opportunity of a successful
turnaround in the performance of Landscaping Products. We are on a clear path
to shaping a Group where our long-term profitable growth is driven by the
collective strength of our diverse portfolio of market leading businesses and
brands, ensuring our performance is not determined by any one business unit.

 

Our return to Group revenue growth reflects the early progress with our
'Transform & Grow' strategy, which is being implemented at pace across the
organisation. This strategy is well-defined and at its centre are our
market-leading brands, which we will leverage to deliver profitable volume
growth and to outperform the market over the medium term.  The strong results
in our Building Products and Roofing Products segments partially mitigated the
weakness in Landscaping Products where we are executing the comprehensive
performance improvement plan we initiated last year that is focused on:

 

 ·         Strengthening leadership and realigning the organisation
 ·         Portfolio simplification and operational efficiency
 ·         Building long-term strategic customer and supplier partnerships
 ·         Developing commercial and operational excellence

 

These actions have delivered a clear improvement in year-on-year revenue
trends, and they will help reinvigorate the business for sustainable long-term
success.  We made progress in network optimisation in the first half of the
year and are taking additional steps in the second half to accelerate this.
These measures are expected to deliver a total annualised benefit of
approximately £9 million, of which around £3 million is expected to be
realised in 2025.  We are confident that these actions will deliver a more
dynamic and profitable business going forward.

 

Our strategic initiatives are underpinned by a continuing commitment to
financial discipline. Strong cash generation delivered a further year-on-year
reduction in net debt and provides a robust platform to support our growth
ambitions. Guided by our purpose, 'Building Tomorrow's World', our strategy
provides a clear foundation to leverage the strengths of our diverse portfolio
and realise our significant potential for growth and value creation.

 

Strategy update

 

Landscaping Products

 

Marshalls Landscaping (Brand Powerhouse) - Driving greater value from the
distinctive national specification pull model

Landscaping end markets remain subdued, with overcapacity versus current
market demand putting pressure on prices. In addition, cumulative inflation in
building materials over several years has driven increased value engineering,
shifting demand toward commodity products and away from value-add solutions.
Despite this backdrop, we have made strong progress in executing our strategy
and performance improvement plan in H1 2025.

 

Our new Landscaping leadership team has led a business-wide reset, reinforced
our unique national specification model, and positioned the business to
deliver improved margins. New strategic deals supported by targeted price
investment with key distribution partners, have resulted in an increased share
of our landscaping products across their branch networks.  This has helped to
deliver a return to volume growth of six per cent in the period in a subdued
market.  In response to the shift towards the less profitable product mix
reported in the first half, we have refocused our sales teams on value-add
product ranges, supported by changes to sales incentives.  This has resulted
in order intake growth of commercial value-add products in the second quarter
of the year, which will benefit our future revenues.  In addition, our
portfolio simplification programme is on track to deliver a 28 per cent
reduction in SKU count, which will reset our product architecture and build a
platform for delivering a stronger mix of value-add products across all
product ranges to enhance future profitability.

 

The progress with our plans to improve margins is supported by the actions
being taken to optimise our manufacturing footprint.  In the first half of
the year, we partially closed one site which unlocked annualised savings of
approximately £3 million, with around half of this benefitting 2025. Further
actions are underway (subject to consultation) to reduce costs and drive
operational efficiency, including moving production closer to the most
profitable markets. Together these two programmes are expected to deliver
annualised savings of approximately £9 million with around £3 million being
realised in 2025.  In addition, we currently have a small part of the product
portfolio which is unprofitable, and we will either return this to profit or
exit.  These actions position the business for a material improvement in
profitability in 2026.

 

Roofing Products

 

Marley Roofing (Brand Powerhouse) - Strengthening roofing heartlands and
driving share in adjacencies

Marley Roofing reinforced its market leadership position in the first half of
the year growing its market share of clay tiles and timber battens. The
business is investing in capital projects that will enhance both product
quality and manufacturing efficiency at two concrete tile manufacturing
sites.  In addition, we are investing in bespoke software that will support
our specification selling strategy by enhancing the customer experience and
increasing product attachment rates.  Progress continues on integrating the
solar roof system into Marley's full roof offer, with a defined strategy and
ongoing discussions with selected housebuilders ahead of wider rollout.

 

Viridian Solar (Growth Engine) - Leveraging regulatory tailwinds to accelerate
growth

Viridian Solar's outlook improved further during the first half of 2025
following the Government's announcement on the Future Homes Standard, which
will make solar panels mandatory on most new homes, significantly expanding
the business's addressable market. Implementation timelines are expected this
Autumn and will underpin further market growth after the current regulations
are fully embedded in 2026.  Through the first half of this year, Viridian
Solar grew in-line with expectations, driven by the increasing penetration of
new housing built to Part L (2021) regulations. The team continues to
strengthen housebuilder relationships including a two-year extension to a
solus deal with its largest customer for Clearline fusion roof integrated
solar panels.  ArcBox sales are growing strongly in the UK given increased
fire safety focus, and three wholesale partners have been appointed in Spain
to support European expansion.

 

Building Products

 

Marshalls Water Management (Growth Engine) - Reposition to access growth and
market headroom in water infrastructure

Water Management delivered a strong performance in the first half the year,
with growth in both its core housing markets and wider infrastructure
sector.  The team has established framework agreements with several tier one
contractors, building a strong foothold ahead of the AMP8 cycle, with revenue
benefits expected from mid-2026. To support long-term value creation, we have
invested in new design software and delivered an upskilling programme across
engineering and commercial teams, which is enhancing engagement with
specifiers. A detailed capacity and capability review is also underway to
inform a targeted capex plan, which the Board will evaluate in the coming
months to align future investment with high-return growth opportunities.

 

Marshalls Bricks & Masonry (Growth Engine) - Accelerating concrete
adoption as lower carbon alternative

The first quarter of 2025 saw encouraging demand from housebuilders.
However, increased sector capacity and softening activity levels in the second
quarter intensified price competition. In response, we made a deliberate
strategic decision to protect margins by focusing on the differentiated value
of our lower-carbon brick offering, competing on quality, sustainability, and
long-term performance rather than price, which resulted in lower than planned
revenue in H1.  In the second half of the year, we will launch a major
advocacy campaign to reinforce our carbon leadership, positioning our lower
carbon bricks as the sustainable choice for UK construction. This will support
policy engagement, highlight our unique value proposition, and drive
long-term, specification-led demand.

 

ESG progress

The Group has committed to reaching net-zero across all scopes by 2050,
validated by the Science Based Targets initiative. We are continuing on our
carbon reduction journey, supported by the implementation of new carbon
reporting software that will enable more granular, real-time analysis of our
carbon emissions. With carbon leadership as a strategic pillar of the
'Transform & Grow' strategy, our business units are aligned on priorities
to demonstrate how our product solutions contribute to more sustainable
infrastructure. This is evidenced through our growing number of Environmental
Product Declarations ('EPDs'), our materials innovation programme, and
optimising our national manufacturing and logistics network, all of which
reinforce our commitment to leading the transition to low-carbon construction.

 

Financial and operational review

 

Group results

The Group's adjusted results are set out in the following table.

 

 £'m                              H1 2025  H1 2024  Change (%)
 Revenue                          319.5    306.7    4%
 Adjusted net operating costs     (291.1)  (272.7)  (7%)
 Adjusted operating profit        28.4     34.0     (16%)
 Net financial expenses           (6.4)    (7.4)    14%
 Adjusted profit before taxation  22.0     26.6     (17%)
 Adjusted taxation                (5.3)    (6.7)    21%
 Adjusted profit after taxation   16.7     19.9     (16%)

 Adjusted basic EPS - pence       6.6      7.9      (16%)
 Adjusted diluted EPS - pence     6.6      7.8      (15%)
 Interim dividend - pence         2.2      2.6      (15%)

 

Group revenue for the six months ended 30 June 2025 was £319.5 million (H1
2024: £306.7 million) which is four per cent higher than 2024.  Revenue
growth in Roofing Products and Building Products was eleven per cent and six
per cent respectively, which was partially offset by a modest contraction of
one per cent in Landscaping Products.  Group adjusted operating profit
contracted by £5.6 million to £28.4 million, which comprised growth in
Roofing Products and Building Products that was offset by weaker profitability
in Landscaping Products.  Group adjusted operating margin reduced by 2.2
percentage points to 8.9 per cent (H1 2024: 11.1 per cent).

 

Net financial expenses were £6.4 million (H1 2024: £7.4 million).  These
expenses comprised financing costs associated with the Group's bank borrowings
of £5.7 million (H1 2024: £6.4 million), IFRS 16 lease interest of £1.0
million (H1 2024: £0.8 million) and a pension related credit of £0.3 million
(H1 2024: £0.2 million charge). The reduction in financial expenses on bank
borrowings in H1 2025 reflects the impact of the lower drawn borrowings and
lower base rates.  Adjusted profit before taxation contracted by £4.6
million to £22.0 million reflecting the reduction in operating profit
partially offset by lower financial expenses.

 

The adjusted effective tax rate was 24 per cent (H1 2024: 25 per cent), which
is broadly in-line with the UK headline corporation tax rate for 2025 and
includes the benefit of a patent box arrangement.  Adjusted profit after
taxation contracted by 16 per cent to £16.7 million and earnings per share
also contracted at 16 per cent to 6.6 pence per share.

 

A reconciliation between the Group's adjusted results and reported results is
set out in the following table, further details are set out at Note 4.

 

 £'m                        H1 2025  H1 2024  Change (%)
 Adjusted operating profit  28.4     34.0     (16%)
 Adjusting items            (10.3)   (5.1)    (102%)
 Operating profit           18.1     28.9     (37%)
 Net financial expenses     (6.4)    (7.4)    14%
 Profit before taxation     11.7     21.5     (46%)

 EPS - pence                3.5      6.4      (45%)

 

The reported operating profit is stated after adjusting items totalling £10.3
million as summarised in the following table, further details are set out at
Note 4.

 

 £'m                                                        H1 2025  H1 2024
 Amortisation of intangible assets arising on acquisitions  (5.2)    (5.2)
 Restructuring and impairment charges                       (5.1)    -
 Contingent consideration                                   -        (1.6)
 Significant property disposal gain                         -        1.7
 Adjusting items within profit before taxation              (10.3)   (5.1)

 

Adjusting items in 2025 comprise the amortisation of intangible assets arising
on the acquisition of subsidiary undertakings of £5.2 million (H1 2024: £5.2
million) and restructuring and impairment charges of £5.1 million (2024:
£nil) arising from a partial site closure and other actions, of which
approximately £2.0 million is a cash cost. Details of the adjusting items
arising in 2024 are set out at Note 4.

 

Reported profit before tax was £10.3 million lower than the adjusted result
at £11.7 million (H1 2024: £21.5 million), reflecting the impact of the
adjusting items. On a reported basis, the effective tax rate is 24 per cent
and reported earnings per share was 3.5 pence (H1 2024: 6.4 pence).

 

Segmental performance

The adjusted operating profit is analysed between the Group's reporting
segments as follows:

 

 £'m                        H1 2025  H1 2024  Change (%)
 Landscaping Products       0.3      8.3      (96%)
 Building Products          6.9      6.4      8%
 Roofing Products           24.8     23.2     7%
 Central costs              (3.6)    (3.9)    8%
 Adjusted operating profit  28.4     34.0     (16%)

 

Landscaping Products

Landscaping Products derives around 42 per cent of its revenues from
commercial & infrastructure, approximately 30 per cent from new build
housing and 28 per cent from private housing RMI.

 

 £'m                         H1 2025  H1 2024  Change (%)
 Revenue                     135.4    137.0    (1%)
 Segment operating profit    0.3      8.3      (96%)
 Segment operating margin %  0.2%     6.1%     (5.9 ppts)

 

The reporting segment delivered revenue of £135.4 million (H1 2024: £137.0
million) which represents a reduction of one per cent compared to H1 2024, but
an improvement on the contraction of eleven per cent reported in the second
half of 2024. This was against a challenging market backdrop with sector-wide
volumes remaining well below historical levels and reflects improved
engagement with key customers, supported by strategic targeted investment in
price. The modest contraction in revenue comprised year-on-year volume growth,
offset by strategic price investment and changes in product mix.

 

Segment operating profit reduced by £8.0 million to £0.3 million.  This was
driven by the targeted investment in price and a less profitable product mix,
which offset the benefit of higher volumes. In addition, the business was
impacted by cost increases and weaker manufacturing efficiency, particularly
in natural stone.  These factors resulted in segment operating margins
reducing by 5.9 ppts to 0.2 ppts for the half year.

 

We took action in the first half to improve the operational efficiency of the
business through the partial closure of a site, which will improve utilisation
of other assets in the network.  This will deliver annualised cost savings of
approximately £3 million and around half of this will benefit the second half
of the year.  Further actions are planned in the second half to improve
profitability, aiming to increase the total annualised benefit to
approximately £9 million. Alongside this, we remain focused on executing all
key workstreams at pace, positioning us for a material improvement in
performance in 2026.

 

The investment in the comprehensive performance improvement plan will
reinvigorate the business for long-term success and we remain confident that
this work will deliver a more dynamic, flexible and profitable business going
forward.

 

Building Products

Building Products generates 66 per cent of its revenues from new housing, 30
per cent from commercial & infrastructure, with the balance being derived
from housing RMI.

 

 £'m                         H1 2025  H1 2024  Change (%)
 Revenue                     86.4     81.8     6%
 Segment operating profit    6.9      6.4      8%
 Segment operating margin %  8.0%     7.8%     0.2 ppts

 

The segment delivered a good performance in the first half, with revenue
increasing by six per cent to £86.4 million. The revenue growth reflects a
continued strong performance in our Water Management and Mortars business
units partially offset by a contraction in revenue in the Bricks and
Aggregates. Our Water Management business performed strongly, delivering
growth through successful commercial execution in both its core housing
markets and the wider infrastructure sector, supported by improvements in
stock availability and service levels, which have enabled us to win new
customers.  In Mortars, we have benefited from a strong service proposition
and relatively modest build rates on housing developments that favours our
ready-to-use mortars.  Brick revenues contracted in a competitive market as
it maintained a disciplined pricing strategy, choosing to protect margin
rather than chase volume at lower prices. The Aggregates business unit was
impacted by softer demand and reported lower revenues year-on-year.

 

Segment operating profit increased by eight per cent to £6.9 million, with an
improved operating margin of 8.0 per cent. Operating profit increased in Water
Management due to higher volumes and an improved product mix, and through
robust price discipline and increased activity levels in Mortars.
Profitability declined in Bricks due to lower volumes and increased modestly
in Aggregates due to improved efficiency.

 

Roofing Products

Approximately 51 per cent of revenues in this segment are generated from new
housing and around 39 per cent from housing RMI, with the balance generated
from commercial & infrastructure end markets.

 

 £'m                         H1 2025  H1 2024  Change (%)
 Revenue                     97.7     87.9     11%
 Segment operating profit    24.8     23.2     7%
 Segment operating margin %  25.4%    26.4%    (1.0 ppts)

 

The segment reported revenue growth of eleven per cent in the first half of
the year, delivering £97.7 million (H1 2024: £87.9 million).  This growth
was delivered by the continued strong performance of Viridian Solar together
with more modest growth from Marley Roofing.  Viridian Solar reported revenue
growth of around 50 per cent in the first half of the year driven by the
continued adoption of its market-leading integrated solar systems by national
housebuilders in response to the Part L (2021) building regulations that
require higher levels of energy efficiency in new homes.  Marley continued to
build on its market-leading position, growing share in both clay plain tiles
and timber battens and holding share in concrete tiles.

 

Segment operating profit increased to £24.8 million (H1 2024: £23.2
million), delivering a strong operating margin of 25.4 per cent (H1 2024:
26.4%). This reflected increased profitability from Viridian Solar driven by
strong volume growth and robust pricing discipline.  Profitability in Marley
was slightly lower year-on-year due to weaker manufacturing efficiency and
targeted investments aimed at strengthening our commercial capability and
customer engagement. These investments alongside increased capital expenditure
focused on improving manufacturing efficiency and quality have laid the
groundwork for long term growth and continued margin delivery.

 

Balance sheet, cash flow and funding

A summary of the Group's capital deployment and net assets is set out below.

 

 £'m                              June     June     December

                                  2025     2024     2024
 Goodwill                         324.4    324.4    324.4
 Intangible assets                212.2    222.7    217.8
 Property, plant & equipment      228.6    240.5    234.8
 Right-of-use assets              40.2     24.6     32.4
 Net working capital              112.0    106.6    86.9
 Net pension asset                26.0     17.3     24.1
 Deferred tax                     (79.7)   (84.7)   (81.6)
 Other net balances               (1.3)    (6.7)    (8.2)
 Total capital employed           862.4    844.7    830.6
 Pre-IFRS 16 net debt             (151.6)  (155.8)  (133.9)
 Leases                           (40.3)   (27.2)   (35.4)
 Net assets                       670.5    661.7    661.3

 

Total capital employed at June 2025 was £862.4 million, which represents an
increase of £31.8 million compared to December 2024 (June 2024: increase of
£17.7 million). The increase in net working capital in the first six months
of 2025 of £25.1 million reflects the seasonal working capital requirements
of the Group together targeted increases in inventory in Building and Roofing
Products to support volume growth. Net working capital balances are £5.4
million higher than June 2024 due to increased inventory holdings.

 

The balance sheet value of the Group's defined benefit pension scheme ('the
Scheme') was a surplus of £26.0 million (June 2024: £17.3 million; December
2024: £24.1 million). The amount has been determined by the Scheme's pension
adviser using appropriate assumptions which are in line with current market
expectations. The fair value of the scheme assets at 30 June 2025 was £224.4
million (June 2024: £238.7 million; December 2024: £228.3 million) and the
present value of the scheme liabilities is £198.4 million (June 2024:
£221.4million; December 2024: £204.2 million).  The total gain recorded in
the Statement of Comprehensive Income net of deferred taxation was £1.2
million (June 2024; £4.8 million gain; December 2024: £10.0 million gain).
The principal driver of the gain was a change in financial assumptions
underpinning the defined benefit obligation valuation, primarily reductions in
CPI/RPI expectations along with an increase in discount rate. The last formal
actuarial valuation of the defined benefit pension scheme was undertaken on 5
April 2024 and resulted in a surplus of approximately £15 million, on a
technical provisions basis, which was a funding level of 107 per cent. The
Company has agreed with the Trustee that no cash contributions are payable
under the current funding and recovery plan.  The next actuarial valuation
will be undertaken as at 5 April 2027.

 

Adjusted return on capital employed ('ROCE') was 7.3 per cent (June 2024: 7.6
per cent; December 2024: 8.2 per cent) on an annualised basis, with the
year-on-year reduction due to weaker profitability.  Adjusted ROCE is
targeted to increase in the medium term to around 15 per cent as the Group
benefits from operational leverage driven by the execution of its strategy and
a recovery in market conditions.

 

Operating cash flow conversion on an annualised basis at June 2025 was 94 per
cent of adjusted EBITDA (June 2024: 111 per cent, December 2024: 106 per cent)
which demonstrates the consistently strong cash generative nature of the
Group's businesses. The proactive management of working capital combined with
tight control of capital expenditure resulted in a year-on-year reduction in
pre-IFRS16 net debt of £4.2 million to £151.6 million (June 2024: £155.8
million; December 2024: £133.9 million). The Group's syndicated debt facility
totals £315 million with the majority of it maturing in April 2027.  At June
2025, £145 million of the Group's revolving credit facility of £160 million
was undrawn, which together with the £155 million term loan, provides the
Group with significant liquidity to fund its strategic and operational plans
going forward.  Net debt to EBITDA was 1.8 times at June 2025 on an
annualised adjusted pre-IFRS16 basis (June 2024: 1.8 times; December 2024: 1.5
times). The Group's banking covenants were comfortably met at June 2025.

 

Dividend

The Group maintains a dividend policy of distributions covered twice by
adjusted earnings with one third being an interim payment and the balance paid
as a final dividend.  The Board has declared an interim dividend of 2.2 pence
per share (2024: 2.6 pence), which is in-line with this policy and reflects
the expectation of a reduction in adjusted earnings per share in 2025.  The
interim dividend will be paid on 1 December 2025 to shareholders on the
register at the close of business on 24 October 2025. The shares will be
marked ex-dividend on 23 October 2025.

 

Board changes

As previously announced, Paul Inman will join the Board as a Non-Executive
Director on 15 September 2025. Paul will succeed Graham Prothero as Audit
Committee Chair, when Graham retires from the Board at the end of our 2026
AGM. Diana Houghton, who joined the Board in 2023, will succeed Graham as
Senior Independent Director when he retires. These appointments are part of
our wider succession planning and ensure we have the skills and experience to
support the execution of our strategy and maintain our commitment to
responsible governance.

 

Outlook

The Board is taking decisive action to accelerate the optimisation of the
national manufacturing network and reduce costs whilst continuing to deliver
on all elements of the Landscaping Products performance improvement plan.
Mindful of continuing uncertainty in the macro-economic environment, the Board
currently sees no improvement in market activity levels through the remainder
of 2025, expects the full-year outturn to be consistent with the revised
guidance issue on 25 July 2025.

 

Looking further ahead, the Board is encouraged by the Government's commitment
to new housing and infrastructure investment and expects the 'Transform &
Grow' strategy to position the Group well for sustainable growth across all
reporting segments in the medium term.

 

Matt Pullen

Chief Executive

 

 

 

Condensed consolidated income statement

For the six months ended 30 June 2025

 

                                         Unaudited                    Unaudited

                                         six months ended June 2025   six months ended June 2024   Audited

                                                                                                   Year ended December 2024
                                  Notes  £'m                          £'m                          £'m
 Revenue                          2      319.5                        306.7                        619.2
 Net operating costs              3      (301.4)                      (277.8)                      (565.3)
 Operating profit                 2      18.1                         28.9                         53.9
 Net financial expenses           5      (6.4)                        (7.4)                        (14.5)
 Profit before tax                       11.7                         21.5                         39.4
 Income tax expense               6      (2.8)                        (5.4)                        (8.4)
 Profit for the financial period         8.9                          16.1                         31.0

 Earnings per share
 Basic                            7      3.5p                         6.4p                         12.3p
 Diluted                          7      3.5p                         6.3p                         12.2p

 Dividend
 Pence per share                  8      2.2p                         2.6p                         8.0p

 

A reconciliation of the Group's reported results to the adjusted results is
set out below.

 

                                                              Unaudited                    Unaudited

                                                              six months ended June 2025   six months ended June   Audited

                                                                                           2024                    Year ended December 2024
                                                       Notes  £'m                          £'m                     £'m
 Operating profit
 Operating profit                                             18.1                         28.9                    53.9
 Adjusting items                                       4      10.3                         5.1                     12.8
 Adjusted operating profit                                    28.4                         34.0                    66.7
 Profit before tax
 Profit before tax                                            11.7                         21.5                    39.4
 Adjusting items                                       4      10.3                         5.1                     12.8
 Adjusted profit before tax                                   22.0                         26.6                    52.2
 Profit after tax
 Profit for the financial period                              8.9                          16.1                    31.0
 Adjusting items (net of tax)                          4      7.8                          3.8                     9.5
 Adjusted profit after tax                                    16.7                         19.9                    40.5
 Earnings per share after adding back adjusting items
 Basic                                                 7      6.6p                         7.9p                    16.0p
 Diluted                                               7      6.6p                         7.8p                    16.0p

 

Condensed consolidated statement of comprehensive income

For the six months ended 30 June 2025

 

                                                                                 Unaudited                    Unaudited

                                                                                 six months ended June 2025   six months ended June   Audited

                                                                                                              2024                    Year ended December

                                                                                                                                      2024
                                                                                 £'m                          £'m                     £'m
 Profit for the financial period                                                 8.9                          16.1                    31.0
 Other comprehensive income/(expense)
 Items that will not be reclassified to the Income Statement:
 Re-measurements of the net defined benefit surplus                              1.6                          6.4                     13.4
 Deferred tax arising                                                            (0.4)                        (1.6)                   (3.4)
 Total items that will not be reclassified to the Income Statement               1.2                          4.8                     10.0
 Items that are or may in the future be reclassified to the Income Statement:
 Effective portion of changes in fair value of cash flow hedges                  (0.3)                        0.8                     1.6
 Fair value of cash flow hedges transferred to the Income Statement              (0.9)                        (0.9)                   (2.4)
 Deferred tax arising                                                            0.2                          -                       0.2
 Exchange difference on retranslation of foreign currency net investment         (0.1)                        (0.1)                   0.2
 Total items that are or may be reclassified to the Income Statement             (1.1)                        (0.2)                   (0.4)
 Other comprehensive income for the period, net of income tax                    0.1                          4.6                     9.6
 Total comprehensive income for the period                                       9.0                          20.7                    40.6

 

 

Condensed consolidated balance sheet

As at 30 June 2025

 

                                                                Unaudited   Unaudited   Audited

                                                                June 2025   June 2024   December 2024
                                                         Notes  £'m         £'m         £'m
 Assets
 Non-current assets
 Goodwill                                                9      324.4       324.4       324.4
 Intangible assets                                       10     212.2       222.7       217.8
 Property, plant and equipment                           11     228.6       240.5       234.8
 Right-of-use assets                                            40.2        24.6        32.4
 Employee benefits                                       12     26.0        17.3        24.1
 Deferred taxation assets                                       2.3         1.2         2.1
                                                                833.7       830.7       835.6
 Current assets
 Inventories                                                    140.2       129.5       138.2
 Trade and other receivables                                    109.6       116.8       80.8
 Cash and cash equivalents                                      16.7        36.6        18.9
 Assets classified as held for sale                             0.7         0.8         1.5
 Derivative financial instruments                               0.3         1.8         1.1
                                                                267.5       285.5       240.5
 Total assets                                                   1,101.2     1,116.2     1,076.1
 Liabilities
 Current liabilities
 Trade and other payables                                       137.8       139.7       132.1
 Corporation tax                                                2.0         2.7         4.2
 Lease liabilities                                       13     5.6         4.7         5.7
 Interest-bearing loans and borrowings                   14     9.1         -           -
 Derivative financial instruments                               0.3         -           -
 Provisions                                                     -           6.6         6.6
                                                                154.8       153.7       148.6
 Non-current liabilities
 Lease liabilities                                       13     34.7        22.5        29.7
 Interest-bearing loans and borrowings                   14     159.2       192.4       152.8
 Deferred taxation liabilities                                  82.0        85.9        83.7
                                                                275.9       300.8       266.2
 Total liabilities                                              430.7       454.5       414.8
 Net assets                                                     670.5       661.7       661.3
 Equity
 Called-up share capital                                        63.2        63.2        63.2
 Share premium & merger reserve                                 341.6       341.6       341.6
 Capital redemption reserve & consolidation reserve             (137.7)     (137.7)     (137.7)
 Other reserves                                                 (0.4)       0.6         0.5
 Retained earnings                                              403.8       394.0       393.7
 Total equity                                                   670.5       661.7       661.3

 

 

Condensed consolidated cash flow statement

For the six months ended 30 June 2025

 

 

                                                                        Unaudited               Unaudited               Audited

                                                                        six months ended June   six months ended June   Year ended December

                                                                        2025                    2024                    2024
                                                                 Notes  £'m                     £'m                     £'m
 Cash generated from operations                                  17     9.3                     32.8                    97.3
   Financial expenses paid                                              (6.3)                   (4.8)                   (11.7)
   Income tax paid                                                      (6.7)                   (2.3)                   (8.8)
 Net cash flow from operating activities                                (3.7)                   25.7                    76.8
 Cash flows from investing activities
   Proceeds from sale of property, plant and equipment                  0.8                     4.4                     4.4
   Financial income received                                            -                       -                       -
   Acquisition of subsidiary undertaking                                -                       (2.6)                   (2.6)
   Acquisition of property through corporate structure                  (2.9)                   -                       -
   Acquisition of property, plant and equipment                         (6.3)                   (3.9)                   (9.2)
   Acquisition of intangible assets                                     (0.5)                   (1.2)                   (2.4)
   Cash outflow from sale of subsidiary                                 -                       -                       -
 Net cash flow from investing activities                                (8.9)                   (3.3)                   (9.8)
 Cash flows from financing activities
   Payments to acquire own shares                                       (0.8)                   (1.4)                   (1.4)
   Repayment of borrowings                                              (10.0)                  (40.0)                  (80.0)
   New loans                                                            25.0                    25.0                    25.0
   Cash payment for the principal portion of lease liabilities          (3.5)                   (3.9)                   (5.3)
   Equity dividends paid                                                -                       -                       (21.0)
 Net cash flow from financing activities                                10.7                    (20.3)                  (82.7)
 Net (decrease)/increase in cash and cash equivalents                   (1.9)                   2.1                     (15.7)
   Cash and cash equivalents at the beginning of the                    18.9                    34.5                    34.5

  period
   Effect of exchange rate fluctuations                                 (0.3)                   -                       0.1
 Cash and cash equivalents at the end of the period                     16.7                    36.6                    18.9

 

 

Condensed consolidated statement of changes in equity

for the six months ended 30 June 2025

 

                                  Share capital  Share premium &      Capital redemption &      Other reserves*  Retained earnings  Total

merger reserve
consolidation reserves

                                                                                                                                    equity
                                  £'m            £'m                  £'m                       £'m              £'m                £'m
 At 1 January 2025                63.2           341.6                (137.7)                   0.5              393.7              661.3
 Total comprehensive

income/(expense) for the

period
 Profit for the financial period  -              -                    -                         -                8.9                8.9
 Other comprehensive

income/(expense)
 Foreign currency                 -              -                    -                         (0.1)            -                  (0.1)

translation differences
 Effective portion of changes     -              -                    -                         (0.3)            -                  (0.3)

in fair value of cash flow

hedges
 Net change in fair value of      -              -                    -                         (0.9)            -                  (0.9)

cash flow hedges transferred

to the Income Statement
 Deferred tax arising             -              -                    -                         0.2              -                  0.2
 Defined benefit plan actuarial   -              -                    -                         -                1.6                1.6

gain
 Deferred tax arising             -              -                    -                         -                (0.4)              (0.4)
 Total other comprehensive        -              -                    -                         (1.1)            1.2                0.1

income/(expense)
 Total comprehensive              -              -                    -                         (1.1)            10.1               9.0

income/(expense) for the

period
 Transactions with owners
 Share-based payments             -              -                    -                         -                1.0                1.0
 Purchase of own shares           -              -                    -                         (0.8)            -                  (0.8)
 Own shares issued under          -              -                    -                         1.0              (1.0)              -

share scheme
 Total contributions by and       -              -                    -                         0.2              -                  0.2

distributions to owners
 At 30 June 2025                  63.2           341.6                (137.7)                   (0.4)            403.8              670.5

Note*: Other reserves include own shares, hedging reserve and foreign exchange
reserve.

 

Condensed consolidated statement of changes in equity

for the six months ended 30 June 2024

 

                                  Share capital  Share premium &      Capital redemption &      Other reserves*  Retained earnings  Total

merger reserve
consolidation reserves

                                                                                                                                    equity
                                  £'m            £'m                  £'m                       £'m              £'m                £'m
 At 1 January 2024                63.2           341.6                (137.7)                   1.1              373.1              641.3
 Total comprehensive

income/(expense) for the

period
 Profit for the financial period  -              -                    -                         -                16.1               16.1
 Other comprehensive

income/(expense)
 Foreign currency                 -              -                    -                         (0.1)            -                  (0.1)

translation differences
 Effective portion of changes     -              -                    -                         0.8              -                  0.8

in fair value of cash flow

hedges
 Net change in fair value of      -              -                    -                         (0.9)            -                  (0.9)

cash flow hedges transferred

to the Income Statement
 Deferred tax arising             -              -                    -                         -                -                  -
 Defined benefit plan actuarial   -              -                    -                         -                6.4                6.4

gain
 Deferred tax arising             -              -                    -                         -                (1.6)              (1.6)
 Total other comprehensive        -              -                    -                         (0.2)            4.8                4.6

income/(expense)
 Total comprehensive              -              -                    -                         (0.2)            20.9               20.7

income/(expense) for the

period
 Transactions with owners
 Share-based payments             -              -                    -                         -                1.1                1.1
 Purchase of own shares           -              -                    -                         (1.4)                               (1.4)
 Own shares issued under          -              -                    -                         1.1              (1.1)              -

share scheme
 Total contributions by and       -              -                    -                         (0.3)            -                  (0.3)

distributions to owners
 At 30 June 2024                  63.2           341.6                (137.7)                   0.6              394.0              661.7

Note*: Other reserves include own shares, hedging reserve and foreign exchange
reserve.

 

 

Condensed consolidated statement of changes in equity

for the year ended 31 December 2024

 

                                   Share capital  Share premium &      Capital redemption &      Other reserves*  Retained earnings  Total

merger reserve
consolidation reserves

                                                                                                                                     equity
                                   £'m            £'m                  £'m                       £'m              £'m                £'m
 At 1 January 2024                 63.2           341.6                (137.7)                   1.1              373.1              641.3
 Total comprehensive

income/(expense) for the

period
 Profit for the financial period   -              -                    -                         -                31.0               31.0
 Other comprehensive

income/(expense)
 Foreign currency                  -              -                    -                         0.2              -                  0.2

translation differences
 Reclassification on sale of       -              -                    -                         -                -                  -

subsidiary
 Effective portion of changes      -              -                    -                         1.6              -                  1.6

in fair value of cash flow

hedges
 Net change in fair value of       -              -                    -                         (2.4)            -                  (2.4)

cash flow hedges transferred

to the Income Statement
 Deferred tax arising              -              -                    -                         0.2              -                  0.2
 Defined benefit plan actuarial    -              -                    -                         -                13.4               13.4

loss
 Deferred tax arising              -              -                    -                         -                (3.4)              (3.4)
 Total other comprehensive         -              -                    -                         (0.4)            10.0               9.6

income/(expense)
 Total comprehensive               -              -                    -                         (0.4)            41.0               40.6

income/(expense) for the

period
 Transactions with owners
 Share-based payments              -              -                    -                         -                1.8                1.8
                                                  -                                              -
 Dividends to equity shareholders  -              -                    -                         -                (21.0)             (21.0)
 Purchase of own shares            -              -                    -                         (1.4)            -                  (1.4)
 Own shares issued under           -              -                    -                         1.2              (1.2)              -

share scheme
 Total contributions by and        -              -                    -                         (0.2)            (20.4)             (20.6)

distributions to owners
 At 31 December 2024               63.2           341.6                (137.7)                   0.5              393.7              661.3

Note*: Other reserves include own shares, hedging reserve and foreign exchange
reserve.

 

 

Notes to the condensed consolidated financial statements

For the six months ended 30 June 2025

 

1.  Basis of preparation

 

These unaudited condensed consolidated interim financial statements for the
six months ended 30 June 2025 have been prepared in accordance with the
Disclosure and Transparency Rules ('DTR') of the Financial Conduct Authority
and with IAS 34 'Interim Financial Reporting' as adopted by the United
Kingdom.  These condensed consolidated interim financial statements should be
read in conjunction with the Annual Report and Accounts ('the Annual Report')
for the year ended 31 December 2024, which have been prepared in accordance
with United Kingdom adopted international accounting standards and
International Financial Reporting Standards ('IFRS') as issued by the
International Accounting Standards Board ('IASB').  These condensed
consolidated interim financial statements were approved for release on 11
August 2025.

 

These condensed consolidated interim financial statements do not comprise
statutory accounts within the meaning of Section 434 of the Companies Act
2006.  The Annual Report for the year ended 31 December 2024 were approved by
the Board on 17 March 2025 and delivered to the Registrar of Companies.  The
Annual Report contained an unqualified audit report and did not include an
emphasis of matter paragraph or any statement under Section 498 of the
Companies Act 2006.  The Annual Report is available on the Group's website
(www.marshalls.co.uk (http://www.marshalls.co.uk) ).

 

The accounting policies applied to prepare these condensed consolidated
interim financial statements are consistent with those applied in the most
recent Annual Report for the year ended 31 December 2024.

 

The Group operates a formal risk management process, the details of which are
set out on pages 54 to 56 of the Annual Report for the year ended 31 December
2024.  The risks assessed in preparing these condensed consolidated interim
financial statements are consistent with those set out on pages 57 to 64 of
the Annual Report and an update on those risks is set out at Note 20 of this
report.

 

Going concern

In assessing the appropriateness of adopting the going concern basis in the
preparation of this Half Year Financial Report, the Board has considered the
Group's financial forecasts and its principal risks for a period of at least
12 months from the date of this report. The forecasts included projected
profit and loss, balance sheet, cash flows, headroom against debt facilities
and covenant compliance. As noted above, the Group's principal risks are set
out in the 2024 Annual Report and Accounts and an update is included in this
report.

 

The financial forecasts have been stress tested in downside scenarios to
assess the impact on future profitability, cash flows, funding requirements
and covenant compliance.  The scenarios comprise a more severe economic
downturn (which represents the Group's most significant risk) than that
included in the base case forecast, and a reverse stress test on our financial
forecasts to assess the extent to which an economic downturn would need to
impact on revenues in order to breach a covenant.  This showed that revenue
would need to deteriorate significantly from the financial forecast and the
Directors have a reasonable expectation that it is unlikely to deteriorate to
this extent.

 

Details of the Group's funding position are set out in Note 14. The Group has
a syndicated bank facility of £315 million that principally matures in April
2027.  At 30 June 2025, £145 million of the facility was undrawn (June 2024:
£145 million undrawn), which is broadly in-line with December 2024 (£160
million undrawn) despite the Group's seasonal increase in working capital
requirements and the final Viridian Solar contingent consideration payment of
£6.6 million.  There are two financial covenants in the bank facility that
are tested on a semi-annual basis and the Group maintains good cover against
these with pre-IFRS 16 net debt to EBITDA of 1.8 times (covenant maximum of
three times) and interest cover of 5.9 times (covenant minimum of three
times).

 

Taking these factors into account, the Board has the reasonable expectation
that the Group has adequate resources to continue in operation for the
foreseeable future and for this reason, the Board has adopted the going
concern basis in preparing this Half Year Financial Report.

 

Alternative performance measures and adjusting items

The Group uses alternative performance measures ("APMs") which are not defined
or specified under IFRS. The Group believes that these APMs, which are not
considered to be a substitute for IFRS measures, provide additional helpful
information. APMs are consistent with how business performance is planned,
reported and assessed internally by management and the Board and provide
additional comparative information.  A glossary setting out the APMs that the
Board use, how they are used, an explanation of how they are calculated, and a
reconciliation of the APMs to the reported results, where relevant is set out
at Note 19.

 

Adjusting items are items that are unusual because of their size, nature or
incidence and which the Directors consider should be disclosed separately to
enable a full understanding of the Group's results and to demonstrate the
Group's capacity to deliver dividends to shareholders. The adjusted results
should not be regarded as a complete picture of the Group's financial
performance, which is presented in the total results.  Details of the
adjusting items are disclosed in Note 4 and Note 19.

 

Critical accounting judgements and key sources of estimation uncertainty

The preparation of condensed consolidated financial statements requires the
Group to make estimates and judgements that affect the application of policies
and reported accounts. Critical judgements represent key decisions made by the
Board in the application of the Group accounting policies. Where a significant
risk of materially different outcomes exists due to the Board's assumptions or
sources of estimation uncertainty, this will represent a critical accounting
estimate. Estimates and judgements are continually evaluated and are based on
historical experience and other factors, including expectations of future
events that are believed to be reasonable under the circumstances. Actual
results may differ from these estimates. The estimates and judgements which
have a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities are discussed below.

 

Critical accounting judgements

The following critical accounting judgements has been made in the preparation
of the condensed consolidated financial statements:

 

 ·                 As noted above, adjusting items have been highlighted separately due to their
                   size, nature or incidence to provide a full understanding of the Group's
                   results and to demonstrate the Group's capacity to deliver dividends to
                   shareholders.  The determination of whether items merit treatment as an
                   adjusting item is a matter of judgement.  Note 4 sets out details of the
                   adjusting items.

 

Sources of estimation uncertainty

The Directors consider the following to be key sources of estimation
uncertainty:

 

 ·                 In arriving at the accounting value of the Group's defined benefit pension
                   scheme, key assumptions have to be made in respect of factors including
                   discount rates and inflation rates.  These are determined on the basis of
                   advice received from a qualified actuary.  These estimates may be different
                   to the actual outcomes.  See further information in Note 12.
 ·                 The carrying value of goodwill is reviewed on an annual basis or more
                   frequently if there is an indication of impairment, in accordance with
                   IAS36.  This review requires the use of cash flow projections based on a
                   financial forecast that are discounted at an appropriate market-based discount
                   rate.  The assumption on the market-based discount rate is determined based
                   on the advice of the Group's financial advisor.  The actual cash flows
                   generated by the business may be different to the estimates included in the
                   forecasts. See further information in Note 9.

 

2.  Segmental analysis

 

IFRS 8 "Operating Segments" requires operating segments to be identified on
the basis of discrete financial information about components of the Group that
are regularly reviewed by the Group's Chief Operating Decision Maker ('CODM')
to allocate resources to the segments and to assess their performance. The
CODM at Marshalls is the Board. The Group reports under three reporting
segments, namely Landscaping Products, Building Products and Roofing
Products.  Landscaping Products comprises the Group's Commercial and Domestic
landscaping businesses and Landscape Protection. Building Products comprises
the Group's Water Management, Bricks and Masonry, Mortars and Screeds and
Aggregate businesses.  Roofing Products comprises Marley Roofing and Viridian
Solar.

Segment revenues and operating profit

 

                                    Unaudited                    Unaudited               Audited

                                    six months ended June 2025   six months ended June   year ended December

                                    £'m                          2024                    2024

                                                                 £'m                     £'m
 Revenue
 Landscaping Products               135.4                        137.0                   268.3
 Building Products                  86.4                         81.8                    164.6
 Roofing Products                   97.7                         87.9                    186.3
 Revenue                            319.5                        306.7                   619.2

 Operating profit
 Landscaping Products               0.3                          8.3                     10.7
 Building Products                  6.9                          6.4                     14.1
 Roofing Products                   24.8                         23.2                    49.4
 Central costs                      (3.6)                        (3.9)                   (7.5)
 Segment adjusted operating profit  28.4                         34.0                    66.7
 Adjusting items (see Note 4)       (10.3)                       (5.1)                   (12.8)
 Reported operating profit*         18.1                         28.9                    53.9

 

*Operating profit as per Condensed Consolidated Income Statement

 

The Group has two customers which contributed more than 10 per cent of total
revenue in the current and prior year.  The accounting policies of the three
operating segments are the same as the Group's accounting policies. Segment
profit represents the profit earned without allocation of certain central
administration costs that are not capable of allocation. Centrally
administered overhead costs that relate directly to the reportable segment are
included within the segment's results.

 

The geographical destination of revenue is the United Kingdom £319.0 million
(six months ended June 2024: £305.9 million; year ended December 2024:
£617.8 million) and Rest of the World £0.5 million (six months ended June
2024: £0.8 million; year ended December 2024: £1.4 million).

 

Segment assets

 

                           Unaudited   Unaudited   Audited

                           June 2025   June 2024   December 2024

                           £'m         £'m         £'m
 Segment assets
 Landscaping Products      218.8       218.4       222.6
 Building Products         143.0       140.2       142.2
 Roofing Products          584.5       583.9       584.3
 Unallocated assets        154.9       173.7       127.0
              Total        1,101.2     1,116.2     1,076.1

 

For the purpose of monitoring segment performance and allocating resources
between segments, the Group's CODM monitors the property, plant and equipment,
right-of-use assets, intangible assets and inventory. Assets used jointly by
reportable segments are not allocated to individual reportable segments.

 

Capital additions

                       Unaudited                    Unaudited               Audited

                       six months ended June 2025   six months ended June   year ended December

                       £'m                          2024                    2024

                                                    £'m                     £'m
 Capital additions
 Landscaping Products  7.2                          12.0                    21.2
 Building Products     2.2                          0.6                     8.2
 Roofing Products      5.0                          2.4                     3.8
 Total                 14.4                         15.0                    33.2

 

Capital additions comprise property, plant and equipment (£6.5 million),
right-of-use assets (£7.4 million) and intangible assets (£0.5 million).

 

Depreciation and amortisation

                                        Unaudited                    Unaudited               Audited

                                        six months ended June 2025   six months ended June   year ended December

                                        £'m                          2024                    2024

                                                                     £'m                     £'m
 Depreciation and amortisation
 Landscaping Products                   7.8                          10.1                    17.8
 Building Products                      3.9                          3.9                     8.0
 Roofing Products                       2.8                          2.6                     5.3
 Segment depreciation and amortisation  14.5                         16.6                    31.1
 Adjusting items                        5.2                          5.2                     10.4
 Depreciation and amortisation          19.7                         21.8                    41.5

 

Depreciation and amortisation includes £5.2 million of amortisation of
intangible assets arising from the purchase price allocation exercises (six
months ended June 2024: £5.2 million; year ended December 2024: £10.4
million) comprising £0.1 million (six months ended June 2024: £0.1 million;
year ended December 2024: £0.1 million) in Landscaping Products, £0.6
million in Building Products (six months ended June 2024: £0.6 million; year
ended December 2024: £1.1 million) and £4.5 million in Roofing Products (six
months ended June 2024: £4.5 million; year ended December 2024: £9.2
million). This amortisation has been treated as an adjusting item (Note 4).

 

3.  Net operating costs

 

                                                                Unaudited                    Unaudited               Audited

                                                                six months ended June 2025   six months ended June   year ended December

                                                                £'m                          2024                    2024

                                                                                             £'m                     £'m
 Raw materials and consumables                                  119.4                        113.0                   237.5
 Changes in inventories of finished goods and work in progress  (0.7)                        (5.6)                   (14.4)
 Personnel costs                                                68.0                         68.5                    132.8
 Depreciation of property, plant and equipment                  10.1                         11.7                    22.1
 Depreciation of right-of-use assets                            3.5                          4.1                     7.3
 Amortisation of intangible assets                              6.1                          6.0                     12.1
 Asset impairments                                              2.6                          -                       -
 Own work capitalised                                           (0.2)                        (0.6)                   (1.3)
 Other operating costs                                          90.8                         84.8                    174.0
 Redundancy and other costs                                     2.5                          -                       -
 Operating costs                                                302.1                        281.9                   570.1
 Other operating income                                         (0.8)                        (2.2)                   (2.9)
 Net loss/(gain) on asset and property disposals                0.1                          (1.9)                   (1.9)
 Net operating costs                                            301.4                        277.8                   565.3
 Adjusting items (Note 4)                                       (10.3)                       (5.1)                   (12.8)
 Adjusted net operating costs                                   291.1                        272.7                   552.5

 

4.  Adjusting items

 

                                                            Unaudited                    Unaudited    Audited

                                                            six months ended June 2025   six months   year ended December

                                                            £'m                          ended June   2024

                                                                                         2024         £'m

                                                                                         £'m
 Amortisation of intangible assets arising on acquisitions  (5.2)                        (5.2)        (10.4)
 Restructuring and similar charges                          (2.5)                        -            -
 Impairment of property, plant and equipment                (2.6)                        -            -
 Transformation costs                                       -                            -            (2.5)
 Contingent consideration                                   -                            (1.6)        (1.6)
 Significant property disposal gain                         -                            1.7          1.7
 Total adjusting items before taxation                      (10.3)                       (5.1)        (12.8)
 Current tax on adjusting items (Note 6)                    0.6                          -            0.7
 Deferred tax on adjusting items (Note 6)                   1.9                          1.3          2.6
 Total adjusting items after taxation                       (7.8)                        (3.8)        (9.5)

 

 ·                 Amortisation of intangible assets arising on acquisitions is principally in
                   respect of values recognised for brands and customer relationships in Roofing
                   Products.
 ·                 Restructuring and similar charges arose during major restructuring exercises
                   to reduce manufacturing capacity and the cost base.
 ·                 The impairment of property, plant and equipment arose in connection with the
                   major restructuring exercises.
 ·                 Transformation costs in 2024 represent costs incurred in respect of the
                   'Transform & Grow' strategy.
 ·                 The additional contingent consideration in 2024 relates to the reassessment of
                   the amounts that will become payable to vendors arising in relation to
                   Marley's acquisition of Viridian Solar Limited in 2021.  The final payment
                   was made under that agreement in the first half of 2025 and there are no
                   further profit and loss account charges.
 ·                 The significant property disposal gain arose on the disposal of the Group's
                   former manufacturing site in Carluke.

 

5.  Financial expenses

 

                                                                  Unaudited                    Unaudited    Audited

                                                                  six months ended June 2025   six months   year ended December

                                                                  £'m                          ended June   2024

                                                                                               2024         £'m

                                                                                               £'m
 Net interest expense on bank loans                               5.7                          6.4          12.5
 Interest expense of lease liabilities                            1.0                          0.8          1.7
 Net interest (credit)/expense on defined benefit pension scheme  (0.3)                        0.2          0.3
 Financial expenses                                               6.4                          7.4          14.5

 

Net interest (credit)/expense on the defined benefit pension scheme is
disclosed net of Company recharges for scheme administration.

 

6.  Income tax expense

 

                                                       Unaudited                    Unaudited    Audited

                                                       six months ended June 2025   six months   year ended December

                                                       £'m                          ended June   2024

                                                                                    2024         £'m

                                                                                    £'m
 Current tax expense
 Current year                                          4.8                          6.4          13.7

 Deferred taxation expense
 Origination and reversal of temporary differences:
 Current year                                          (2.0)                        (1.0)        (4.0)
 Adjustments for prior years                           -                            -            (1.3)
 Total tax expense                                     2.8                          5.4          8.4
 Current tax on adjusting items (Note 4)               0.6                          -            0.7
 Deferred tax on adjusting items (Note 4)              1.9                          1.3          2.6
 Total tax expenses after adding back adjusting items  5.3                          6.7          11.7

 

7.  Earnings per share

 

Basic earnings per share is calculated by dividing the profit attributable to
ordinary shareholders for the financial period by the weighted average number
of shares in issue during the period.  Adjusted basic earnings per share is
calculated by dividing the adjusted profit attributable to ordinary
shareholders for the financial period by the weighted average number of shares
in issue during the period.  Diluted earnings per ordinary share is
calculated by dividing the profit attributable to ordinary shareholders by the
sum of the weighted average number of shares in issue and potentially dilutive
shares.  The calculation of adjusted profit attributable to ordinary
shareholders is calculated as follows:

 

                                                        Unaudited                    Unaudited    Audited

                                                        six months ended June 2025   six months   year ended December

                                                        £'m                          ended June   2024

                                                                                     2024         £'m

                                                                                     £'m
 Profit attributable to ordinary shareholders           8.9                          16.1         31.0
 Adjusting items (net of tax)                           7.8                          3.8          9.5
 Adjusted profit attributable to ordinary shareholders  16.7                         19.9         40.5

 

The calculation of the weighted average number of shares and diluted weighted
average number of shares is calculated as follows:

 

                                                           Unaudited                    Unaudited    Audited

                                                           six months ended June 2025   six months   year ended December

                                                                                        ended June   2024

                                                                                        2024
                                                           Number                       Number       Number
 Number of issued ordinary shares                          252,968,728                  252,968,728  252,968,728
 Effect of shares transferred into Employee Benefit Trust  (126,677)                    (201,653)    (160,895)
 Weighted average number of ordinary shares                252,842,051                  252,767,075  252,807,833
 Effect of potentially dilutive ordinary shares            1,308,695                    1,085,718    999,738
 Diluted weighted average number of ordinary shares        254,150,746                  253,852,793  253,807,571

 

8.  Dividends

 

The Group maintains a dividend policy of distributions covered twice by
adjusted earnings.  The Board has declared an interim dividend for 2025 of
2.2 pence per qualifying Ordinary Share amounting to £5.6 million, to be paid
on 1 December 2025 to shareholders registered at the close of business on 24
October 2025. The shares will be marked ex-dividend on 23 October 2025.

 

9.  Goodwill

 

                                  Unaudited   Unaudited   Audited

                                  June 2025   June 2024   December 2024

                                  £'m         £'m         £'m
 Net book value at end of period  324.4       324.4       324.4

 

All goodwill has arisen from business combinations. The carrying amount of
goodwill is allocated across cash generating units ("CGUs") which represent
the lowest level within the Group at which the associated goodwill is
monitored for management purposes and is consistent with the operating
segments set out in Note 2. The Group has three material CGUs, Landscaping
Products, Building Products and Roofing Products. The carrying amount of
goodwill has been allocated to CGUs at each period end is as follows:

 

                                  Unaudited   Unaudited   Audited

                                  June 2025   June 2024   December 2024

                                  £'m         £'m         £'m
 Landscaping Products             34.8        34.8        34.8
 Building Products                43.7        43.7        43.7
 Roofing Products                 245.9       245.9       245.9
 Net book value at end of period  324.4       324.4       324.4

 

During the period, the performance of the Marshalls Landscaping CGU was
impacted by subdued market conditions leading to profits being below
expectation. This was considered an indicator of impairment, and a formal
impairment review was conducted.

 

The review compared the carrying amount of the CGU to its recoverable amount,
which was determined based on a value-in-use calculation. This assessment
concluded that the recoverable amount exceeded the carrying amount and no
impairment was required. The value-in-use calculation uses cash flow
projections based on management's latest forecasts covering a five-year period
and a post-tax discount rate of 10 per cent per annum (2024: 10.0 per cent per
annum). Within the five-year forecast period, cashflows are dependent on the
successful execution of the Landscaping Products improvement plan and the
'Transform & Grow' strategy which includes operational efficiency
improvements, delivering price over cost increases, commercial improvements
and growth in volumes aligned with industry consensus for the market. Cash
flows beyond that five-year period have been extrapolated using a 2.4 per cent
(2024: 2.4 per cent) per annum growth rate. This growth rate reflects the
long-term structural growth in demand for the segment's products. The
combination of these assumptions is included within the value-in-use of the
Landscaping Products CGU and given the subjective nature of these assumptions
it is reasonably possible that they will not occur as the directors
forecast.  The Group has performed a sensitivity analysis on the reasonably
possible changes in key assumptions in the impairment model for the
Landscaping Products CGU. The results of the sensitivities performed show that
a reduction in forecast cashflows of around 16 per cent would be required
before the carrying amount of the CGU exceeded the value-in-use.

 

No other indicators of impairment across other CGUs were identified during H1
2025. A full impairment review will be conducted for all CGUs as part of the
2025 year-end process.

 

10.        Intangible assets

 

                                    Unaudited   Unaudited   Audited

                                    June 2025   June 2024   December 2024

                                    £'m         £'m         £'m
 Net book value at start of period  217.8        227.5      227.5
 Additions                          0.5         1.2         2.4
 Amortisation                       (6.1)       (6.0)       (12.1)
 Net book value at end of period    212.2       222.7       217.8

 

Amortisation includes £5.2 million (six months ended June 2024: £5.2
million, year ended December 2024: £10.4 million) relating to intangible
assets arising on acquisitions that is accounted for as an adjusting item (see
Note 4).  Included in software additions is £0.2 million (six months ended
June 2024: £0.6 million; year ended December 2024: £1.0 million) of own work
capitalised.

 

11.        Property, plant and equipment

 

                                    Unaudited   Unaudited   Audited

                                    June 2025   June 2024   December 2024

                                    £'m         £'m         £'m
 Net book value at start of period  234.8       249.4       249.4
 Additions                          6.5         3.0         9.2
 Depreciation                       (10.1)      (11.7)      (22.1)
 Impairment                         (2.6)       -           -
 Other movements                    -           (0.2)       (1.7)
 Net book value at end of period    228.6       240.5       234.8

 

Impairment in the six months end June 2025 represents the assets being written
down to fair value less cost to sell of £2.6 million in relation to major
restructuring exercises at certain facilities in the Group's operational
network.

 

12.        Retirement benefit asset

 

The amounts recognised in the balance sheet in respect of the defined benefit
asset are as follows:

 

                                              Unaudited   Unaudited   Audited

                                              June 2025   June 2024   December 2024

                                              £'m         £'m         £'m
 Present value of Scheme liabilities          (198.4)     (221.4)     (204.2)
 Fair value of Scheme assets                  224.4       238.7       228.3
 Net amount recognised (before deferred tax)  26.0        17.3        24.1

 

The Company sponsors a funded defined benefit pension scheme in the UK (the
"Scheme"). The Scheme is administered within a trust which is legally separate
from the Company. The Trustee Board is appointed by both the Company and the
Scheme's membership and acts in the interest of the Scheme and all relevant
stakeholders, including the members and the Company. The Trustee is also
responsible for the investment of the Scheme's assets.

 

The Scheme provides pension and lump sums to members on retirement and to
dependants on death. The defined benefit section closed to future accrual of
benefits on 30 June 2006 with the active members becoming entitled to a
deferred pension. Members no longer pay contributions to the defined benefit
section. Company contributions to the defined benefit section after this date
are used to fund any deficit in the Scheme and the expenses associated with
administering the Scheme, as determined by regular actuarial valuations.

 

The Scheme poses a number of risks to the Company, for example longevity risk,
investment risk, interest rate risk, inflation risk and salary risk. The
Trustee is aware of these risks and uses various techniques to control them.
The Trustee has a number of internal control policies, including a Risk
Register, which are in place to manage and monitor the various risks it faces.
The Trustee's investment strategy incorporates the use of liability-driven
investments ("LDIs") to minimise sensitivity of the actuarial funding position
to movements in interest rates and inflation rates.

 

The defined benefit section of the Scheme is subject to regular actuarial
valuations, which are usually carried out every three years. The next
actuarial valuation is being carried out with an effective date of 5 April
2027. These actuarial valuations are carried out in accordance with the
requirements of the Pensions Act 2004 and so include deliberate margins for
prudence. This contrasts with these accounting disclosures which are
determined using best estimate assumptions.  The last formal actuarial
valuation was carried out as at 5 April 2024 which resulted in a surplus of
£15 million, on a technical provisions basis and therefore no payments are
required to be made to the Scheme.

 

13.        Lease liabilities

 

                                                              Unaudited   Audited

                                                  Unaudited   June 2024   December 2024

                                                  June 2025
£'m
£'m

£'m
 Analysed as:
 Amounts due for settlement within twelve months  5.6         4.7         5.7
 Amounts due for settlement after twelve months   34.7        22.5        29.7
 Lease liabilities                                40.3        27.2        35.4

 

Lease liabilities are calculated at the present value of the lease payments
that are not paid at the commencement date.  For the six months ended June
2025, the average effective borrowing rate was 5.0 per cent (six months ended
June 2024: 4.1 per cent; year ended December 2024: 5.0 per cent). Interest
rates are fixed at the contract date. All leases are on a fixed repayment
basis and no arrangements have been entered into for contingent rental
payments.

 

The total cash outflow in relation to leases was £4.5 million (six months to
June 2024: £4.8 million; year ended December 2024: £7.0 million). The total
cash outflow in relation to short-term and low value leases was £2.9 million
(six months ended June 2024: £1.7 million; year ended December 2024: £2.7
million).

 

14.        Interest bearing loans and borrowings

 

                                        Unaudited   Unaudited   Audited

                                        June 2025   June 2024   December 2024

£'m
£'m
£'m
 Analysed as:
 Current liabilities                    9.1         -           -
 Non-current liabilities                159.2       192.4       152.8
 Interest bearing loans and borrowings  168.3       192.4       152.8

 

Interest bearing loans and borrowings are stated net of unamortised debt
arrangement fees of £1.7 million (June 2024: £2.6 million; December 2024:
£2.2 million).  The total syndicated bank facility at June 2025 was £315
million (June 2023: £340 million; December 2024: £315 million), of which
£145 million (June 2024: £145 million; December 2024: £160 million)
remained unutilised. £7.8 million of the undrawn facility available at June
2025 expires in less than one years and £137.2 million matures between one
and two years.

 

The Group's committed bank facilities are charged at variable rates based on
SONIA plus a margin. The Group's bank facility continues to be aligned with
the strategy to ensure that headroom against the available facility remains at
appropriate levels and are structured to provide committed medium-term debt.

 

Marshalls has a receivables purchase agreement with a UK bank and is party to
a reverse factoring finance arrangement between a UK bank and one of the
Group's key customers (the principal relationship is between the customer and
its partner bank). Under these agreements, Marshalls has the option of
transferring the ownership of certain customer receivables to the bank or to
receive advance payment of approved invoices from the key customer,
respectively. Utilising either agreement results in the derecognition of
receivables from the Group's balance sheet.  The Group utilises these
facilities periodically in order to help manage its short-term funding
requirements and pays a finance charge upon utilisation.

 

15.        Analysis of net debt

 

                           Unaudited   Unaudited   Audited

                           June 2025   June 2024   December 2024

£'m
£'m
£'m
 Cash at bank and in hand  16.7        36.6        18.9
 Debt due within 1 year    (9.1)       -           -
 Debt due after 1 year     (159.2)     (192.4)     (152.8)
 Lease liabilities         (40.3)      (27.2)      (35.4)
 Net debt                  (191.9)     (183.0)     (169.3)

 

16.        Reconciliation of net cash flow to movement in net debt

 

                                                                    Unaudited                    Unaudited    Audited

                                                                    six months ended June 2025   six months   year ended December

£'m                         ended June   2024

                                                                                                 2024
£'m

£'m
 Net (decrease)/increase in cash equivalents                        (1.9)                        2.1          (15.7)
 Cash (inflow)/outflow from movement in bank borrowings             (15.0)                       15.0         55.0
 Cash outflow from lease repayments                                 3.5                          3.9          5.3
 New leases entered into                                            (8.4)                        (10.8)       (20.4)
 Lease liability de-recognised                                      -                            24.4         24.4
 Effect of prepaid arrangement fees and exchange rate fluctuations  (0.8)                        -            (0.3)
 Movement in net debt in the period                                 (22.6)                       34.6         48.3
 Net debt at beginning of the period                                (169.3)                      (217.6)      (217.6)
 Net debt at end of the period                                      (191.9)                      (183.0)      (169.3)

 

17.        Reconciliation of profit after taxation to cash generated
from operating activities

 

                                                                Unaudited                    Unaudited    Audited

                                                                six months ended June 2025   six months   year ended December

                                                                                             ended June   2024

                                                                                             2024
                                                         Notes  £'m                          £'m          £'m
 Profit after taxation                                          8.9                          16.1         31.0
   Income tax                                            6      2.8                          5.4          8.4
 Profit before tax                                              11.7                         21.5         39.4
 Adjustments for:
   Depreciation of property, plant and equipment         11     10.1                         11.7         22.1
   Asset impairments                                     4      2.6                          -            -
   Depreciation of right-of-use assets                          3.5                          4.1          7.3
   Amortisation                                                 6.1                          6.0          12.1
  Loss/(gain) on sale of property, plant and equipment          0.1                          (1.9)        (1.9)
   Equity settled share-based payments                          1.0                          1.1          1.1
   Financial income and expenses (net)                   5      6.4                          7.4          14.5
 Operating cash flow before changes in working capital          41.5                         49.9

                                                                                                          94.6
   (Increase)/decrease in trade and other receivables           (23.7)                       (23.3)       13.8
   (Increase)/decrease in inventories                           (2.0)                        (4.4)        (13.1)
   (Decrease)/increase in trade and other payables              (6.5)                        10.6         2.0
 Cash generated from operations                                 9.3                          32.8         97.3

 

18.        Fair values of financial assets and financial liabilities

 

A comparison by category of the book values and fair values of the financial
assets and liabilities of the Group at 30 June 2025 is shown below:

 

                                                        Book value                                                      Fair value
                                                        Unaudited                    Unaudited    Audited               Unaudited                    Unaudited    Audited

                                                        six months ended June 2025   six months   year ended December   six months ended June 2025   six months   year ended December

                                                        £'m                          ended June   2024                  £'m                          ended June   2024

                                                                                     2024         £'m                                                2024         £'m

                                                                                     £'m                                                             £'m
 Trade and other receivables                            106.0                        110.9        76.1                  106.0                        110.9        76.1
 Cash and cash equivalents                              16.7                         36.6         18.9                  16.7                         36.6         18.9
 Bank loans                                             (168.3)                      (192.4)      (152.8)               (157.1)                      (192.1)      (146.1)
 Trade payables, other payables and provisions          (123.1)                      (123.5)      (122.8)               (123.1)                      (123.5)      (122.8)
 Derivatives                                            -                            1.8          1.1                   -                            1.8          1.1
 Contingent consideration                               -                            (6.6)        (6.6)                 -                            (6.6)        (6.6)
 Financial instrument assets and liabilities - net      (168.7)                      (173.2)      (186.1)
 Non-financial instrument assets and liabilities - net  839.2                        834.9        847.4
 Net assets                                             670.5                        661.7        661.3

 

Estimation of fair values

 

The following summarises the major methods and assumptions used in estimating
the fair values of financial instruments reflected in the table. Other than
contingent consideration, which uses a level three basis, all use level two
valuation techniques.

 

 (a)  Derivates

Derivative contracts are either marked to market using listed market prices or
      by discounting the contractual forward price at the relevant rate and
      deducting the current spot rate. For interest rate swaps, broker quotes are
      used.

 (b)  Interest-bearing loans and borrowings

      Fair value is calculated based on the expected future principal and interest
      cash flows discounted at the market rate of interest at the balance sheet
      date.

 (c)  Trade and other receivables/payables

      For receivables/payables with a remaining life of less than one year, the
      notional amount is deemed to reflect the fair value. All other
      receivables/payables are discounted to determine the fair value.

 (d)  Contingent consideration

      The contingent consideration has been calculated based on the Group's
      expectation of what it will pay in relation to the post-acquisition
      performance of the acquired entities.  This represents level three in the
      fair value hierarchy.

 (e)  Fair value hierarchy

      The table below analyses financial instruments, measured at fair value, into a
      fair value hierarchy based on the valuation techniques used to determine fair
      value.

 

 ·                 Level 1: quoted prices (unadjusted) in active markets for identical assets or
                   liabilities.
 ·                 Level 2: inputs other than quoted prices included within level 1 that are
                   observable for the asset or liability, either directly (i.e. as prices) or
                   indirectly (i.e. derived from prices).
 ·                 Level 3: inputs for the asset or liability that are not based on observable
                   market data (unobservable inputs).

 

19.        Alternative performance measures

 

The APMs set out by the group are made-up of earnings-based measures and ratio
measures with a selection of these measures being stated after adjusting
items.

 

Measures stated after excluding adjusting items

These performance measures are calculated using either the associated reported
measure or alternative performance measure after adding back the adjusting
items detailed in Note 4. The Group's accounting policy on adjusting items is
set out in Note 1, basis of preparation.

 

 APM                                                                              Definition and/or purpose
 Adjusted operating profit, adjusted profit before tax, adjusted profit after     The Directors assess the performance of the Group using these measures
 tax, adjusted earnings per share, adjusted EBITA, adjusted EBITDA and adjusted   including when considering dividend payments.
 operating cash flow

 Adjusted return on capital employed                                              Adjusted return on capital employed is calculated as adjusted EBITA (on
                                                                                  annualised basis) divided by shareholders' funds plus net debt at the period
                                                                                  end.  It is designed to give further information about the returns being
                                                                                  generated by the Group as a proportion of capital employed.

 Adjusted operating cash flow conversion                                          Operating cash flow conversion is calculated by dividing adjusted operating
                                                                                  cash flow by adjusted EBITDA (both on an annualised basis).  Adjusted
                                                                                  operating cash flow is calculated by adding back adjusting items paid, net
                                                                                  financial expenses paid, and taxation paid.  It illustrates the rate of
                                                                                  conversion of profitability into cash flow.

 

Pre-IFRS 16 measures

The Group's banking covenants are assessed on a pre-IFRS 16 basis. In order to
provide transparency and clarity regarding how the Group's compliance with
banking covenants, the following performance measures and their calculations
have been presented:

 

 APM                           Definition and purpose
 Pre-IFRS16 adjusted EBITDA    Pre-IFRS16 adjusted EBITDA is adjusted EBITDA excluding right-of-use asset
                               depreciation and profit or losses on the sale of property, plant and
                               equipment.

 Pre-IFRS16 net debt           Pre-IFRS 16 net debt comprises cash at bank and in hand and bank loans but
                               excludes lease liabilities.  It shows the overall net indebtedness of the
                               Group on a pre-IFRS 16 basis.

 Pre-IFRS16 net debt leverage  This is calculated by dividing pre-IFRS16 net debt by adjusted pre-IFRS16
                               EBITDA (on an annualised basis) to provide a measure of leverage.

 

Other definitions

 

 APM     Definition and purpose
 EBITDA  EBITDA is earnings before interest, taxation, depreciation, and amortisation

       and provides users with further information about the profitability of the
         business before financing costs, taxation, and non-cash charges.

 EBITA   EBITA is earnings before interest, taxation and amortisation and provides
         users with further information about the profitability of the business before
         financing costs, taxation, and amortisation.

 

Reconciliations of IFRS reported income statement measures to income statement
APMs is set out in the following three tables. A reconciliation of operating
profit to pre-IFRS16 adjusted EBITDA is set out below:

 

                                                                       Unaudited                    Unaudited    Audited

                                                                       six months ended June 2025   six months   year ended December

                                                                                                    ended June   2024

                                                                                                    2024
                                                                       £'m                          £'m          £'m
 Operating profit                                                      18.1                         28.9         53.9
 Adjusting items (Note 4)                                              10.3                         5.1          12.8
 Adjusted operating profit                                             28.4                         34.0         66.7
 Amortisation (excluding amortisation of intangible assets arising on  0.9                          0.8          1.7
 acquisitions)
 Adjusted EBITA                                                        29.3                         34.8         68.4
 Depreciation                                                          13.6                         15.8         29.4
 Adjusted EBITDA                                                       42.9                         50.6         97.8
 Profit on sale of property, plant and equipment                       (0.1)                        (0.1)        (0.2)
 Right-of-use asset payments                                           (4.5)                        (3.9)        (5.3)
 Pre-IFRS16 adjusted EBITDA                                            38.3                         46.6         92.3

 

The Group presents its results on both a 'reported' and an 'adjusted' basis.
'Reported' results are the statutory figures required under IFRS, while
'adjusted' results exclude certain items to provide a more detailed
understanding of the Group's underlying performance. Certain measures are
reported on an annualised basis to show the preceding 12-month period where
seasonality can impact on the measure.

 

Pre-IFRS 16 net debt and pre-IFRS16 net debt leverage

Net debt comprises cash at bank and in hand, bank loans and leasing
liabilities. An analysis of net debt is provided in Note 15. Net debt on a
pre-IFRS 16 basis has been disclosed to provide additional information and to
align with reporting required for the Group's banking covenants. Pre-IFRS16
net debt leverage is defined as pre-IFRS16 net debt divided by adjusted
pre-IFRS16 EBITDA. Net debt as reported in Note 15 is reconciled to pre-IFRS
16 net debt and pre-IFRS 16 net debt leverage below:

 

                                 Unaudited                    Unaudited                        Unaudited                   Audited year ended December 2024

six months ended June 2025
six months ended December 2024
12 months ended June 2025  £m

                                 £'m                          £'m                              £'m
 Net debt                                                                                      191.9                       169.3
 IFRS 16 leases                                                                                (40.3)                      (35.4)
 Net debt on a pre-IFRS16 basis                                                                151.6                       133.9
 Adjusted pre-IFRS16 EBITDA      38.3                         45.7                             84.0                        92.3
 Pre-IFRS16 net debt leverage                                                                  1.8                         1.5

 

Return on capital employed ('ROCE')

ROCE is defined as adjusted EBITA divided by shareholders' funds plus net
debt.

 

                      Unaudited                    Unaudited                        Unaudited                   Audited year ended December 2024

six months ended June 2025
six months ended December 2024
12 months ended June 2025  £m

                      £'m                          £'m                              £'m
 Adjusted EBITA       29.3                         33.6                             62.9                        68.4

 Shareholders' funds                                                                670.5                       661.3
 Net debt                                                                           191.9                       169.3
 Capital employed                                                                   862.4                       830.6

 ROCE                                                                               7.3%                        8.2%

 

Adjusted operating cash flow conversion

Adjusted operating cash flow conversion is the ratio of adjusted operating
cash flow to adjusted EBITDA (on an annualised basis) and is calculated as set
out below:

 

                                          Unaudited                    Unaudited                        Unaudited                   Audited year ended December 2024

six months ended June 2025
six months ended December 2024
12 months ended June 2025  £m

                                          £'m                          £'m                              £'m
 Net cash flow from operating activities  (3.7)                        51.1                             47.4                        76.8
 Adjusting items paid                     7.6                          3.0                              10.6                        6.4
 Net financial expenses paid              6.3                          6.9                              13.2                        11.7
 Taxation paid                            6.7                          6.5                              13.2                        8.8
 Adjusted operating cash flow             16.9                         67.5                             84.4                        103.7

 Adjusted EBITDA                          42.9                         47.2                             90.1                        97.8

 Operating cash flow conversion                                                                         94%                         106%

 

20.        Principal risks and uncertainties

 

Risk management is the responsibility of the Marshalls plc Board and is a key
factor in the delivery of the Group's strategic objectives. The Board
establishes the culture of effective risk management and is responsible for
maintaining appropriate systems and controls. The Board sets the risk appetite
and determines the policies and procedures that are put in place to mitigate
exposure to risks. The Board plays a central role in the Group's Risk Review
process, which covers emerging risks and incorporates scenario planning and
detailed stress testing.

 

There continue to be external risks and significant volatility in UK and world
markets with an uncertain outlook. In an addition to the macro-economic
environment, the key risks for the Group are cyber security, competitor
activity and an increased focus in climate change and other ESG related
issues. In all these cases, specific assessments continue to be reviewed,
certain new operating procedures have been implemented and mitigating controls
continue to be reviewed as appropriate.  A summary of these risks is set out
below.

 

 ·                 Macro-economic uncertainty - The Group's performance is dependent on activity
                   in its end markets, particularly UK residential construction and RMI, and is
                   therefore susceptible to economic downturns, changes in government policy, and
                   interest rates. Uncertainty persists regarding the pace of interest rate
                   changes and the timing of new government-led investment and the Board sees no
                   obvious catalyst for a recovery in volumes. The Group's primary mitigation has
                   been the execution of its diversification strategy, with the strong
                   performances in Roofing and Building Products providing resilience against the
                   challenges in Landscaping Products. This has been supported by decisive cost
                   control actions, including the optimisation of our manufacturing network, and
                   disciplined working capital management to maintain flexibility and prepare for
                   market recovery.
 ·                 Cyber security - A significant cyber security attack remains a principal risk,
                   with the potential to cause operational disruption and financial loss. The
                   external threat landscape has continued to evolve in the first half of 2025,
                   with a notable increase in the sophistication of potential attacks. In
                   response, our focus during the period has been on the continued alignment of
                   cyber security controls across the entire Group, particularly within the
                   Marley business. This is supported by our ongoing programme of enhanced
                   employee training, regular third-party vulnerability testing, and the
                   maintenance of a comprehensive cyber insurance policy.
 ·                 Competitor activity - It has been challenging to recover input cost inflation
                   through higher selling prices due to weaker demand levels resulting in
                   heightened competition for volumes in the marketplace and not all input costs
                   were covered by price increases in the first half of 2025. In order to
                   partially mitigate, the Group is focusing on controlling its cost base and
                   reducing capacity (with a particular focus on Landscaping Products) whilst
                   continuing to focus on the attributes that are important to our customers,
                   including best in class technical and design support, carbon leadership and
                   our leading brands.
 ·                 Climate change and other ESG issues - The Group is exposed to the transition
                   risks of climate change, alongside the increasing commercial and reputational
                   risks associated with evolving stakeholder and regulatory ESG expectations.
                   During the first half, the focus on ESG has continued to intensify, with UK
                   government announcements on the Future Homes Standard and long-term social
                   housing investment creating both significant opportunities and a sharper focus
                   on the sustainability credentials of building materials. Our mitigation is to
                   align our 'Transform & Grow' strategy directly with these trends. In H1,
                   this was demonstrated by the strong growth of Viridian Solar and our focus on
                   lower-carbon brick offerings. This is all underpinned by the governance of our
                   ESG Board Committee.

 

The other principal risks and uncertainties that could impact the business for
the remainder of the current financial year are those set out in the 2024
Annual Report and Accounts on pages 57 to 64. These cover the strategic,
financial and operational risks and have not changed significantly during the
period. Strategic risks include those relating to the ongoing Government
policy, general economic conditions, the actions of customers, suppliers and
competitors, and weather conditions. The Group also continues to be subject to
various financial risks in relation to the pension scheme, principally the
volatility of the discount (AA corporate bond) rate, any downturn in the
performance of equities and increases in the longevity of members. The other
main financial risks arising from the Group's financial instruments are
liquidity risk, interest rate risk, credit risk and foreign currency risk.
External operational risks include the cyber security and information
technology, the effect of legislation or other regulatory actions and new
business strategies.

 

The Group continues to monitor all these risks and pursue policies that take
account of, and mitigate, the risks where possible.

 

Responsibility Statement

The following statement is given by each of the directors, namely Vanda Murray
OBE, Chair; Simon Bourne, Chief Commercial Officer; Angela Bromfield,
Non-executive Director; Matt Pullen, Chief Executive; Avis Darzins,
Non-Executive Director; Diana Houghton, Non-executive Director; Justin
Lockwood, Chief Financial Officer; and Graham Prothero, Senior Non-executive
Director.

 

The Directors confirm to the best of their knowledge:

 

 ·                 The Condensed Consolidated Half Year Financial Statements have been prepared
                   in accordance with IAS 34 "Interim Financial Reporting" as contained in UK
                   adopted IFRS, give a true and fair view of the assets, liabilities, financial
                   position and profit and loss account of the issuer as required by DTR 4.2.4R
 ·                 The Half Year Report includes a fair review of the information required under
                   DTR 4.2.7R (indication of important events during the six months and
                   description of the principal risks and uncertainties for the remaining six
                   months of the year); and
 ·                 The Half Year Report includes a fair review of the information required by DTR
                   4.2.8 (disclosure related parties' transactions and changes therein).

 

Board members

As at 30 June 2025, the Group's Board members were as follows:

 

 Vanda Murray OBE    Chair
 Simon Bourne        Chief Commercial Officer
 Angela Bromfield    Non-Executive Director
 Matt Pullen         Chief Executive
 Avis Darzins        Non-Executive Director
 Diana Houghton      Non-Executive Director
 Justin Lockwood     Chief Financial Officer
 Graham Prothero     Senior Non-Executive Director

 

The responsibilities of the Directors during their period of service were as
set out on page 111 of the 2024 Annual Report.

 

By order of the Board

Shiv Sibal

Group Company Secretary

11 August 2025

 

INDEPENDENT REVIEW REPORT TO MARSHALLS PLC

 

Conclusion

We have been engaged by the company to review the condensed set of financial
statements in the half-yearly financial report for the six months ended 30
June 2025 which comprises the condensed consolidated income statement, the
condensed consolidated statement of comprehensive income, the condensed
consolidated balance sheet, the condensed consolidated statement of changes in
equity, the condensed consolidated cash flow statement and related notes 1 to
20.

 

Based on our review, nothing has come to our attention that causes us to
believe that the condensed set of financial statements in the half-yearly
financial report for the six months ended 30 June 2025 is not prepared, in all
material respects, in accordance with United Kingdom adopted International
Accounting Standard 34 and the Disclosure Guidance and Transparency Rules of
the United Kingdom's Financial Conduct Authority.

 

Basis for Conclusion

We conducted our review in accordance with International Standard on Review
Engagements (UK) 2410 "Review of Interim Financial Information Performed by
the Independent Auditor of the Entity" issued by the Financial Reporting
Council for use in the United Kingdom (ISRE (UK) 2410). A review of interim
financial information consists of making inquiries, primarily of persons
responsible for financial and accounting matters, and applying analytical and
other review procedures. A review is substantially less in scope than an audit
conducted in accordance with International Standards on Auditing (UK) and
consequently does not enable us to obtain assurance that we would become aware
of all significant matters that might be identified in an audit. Accordingly,
we do not express an audit opinion.

 

As disclosed in Note 1, the annual financial statements of the group are
prepared in accordance with United Kingdom adopted international accounting
standards. The condensed set of financial statements included in this
half-yearly financial report has been prepared in accordance with United
Kingdom adopted International Accounting Standard 34, "Interim Financial
Reporting".

 

Conclusion Relating to Going Concern

Based on our review procedures, which are less extensive than those performed
in an audit as described in the Basis for Conclusion section of this report,
nothing has come to our attention to suggest that the directors have
inappropriately adopted the going concern basis of accounting or that the
directors have identified material uncertainties relating to going concern
that are not appropriately disclosed.

 

This Conclusion is based on the review procedures performed in accordance with
ISRE (UK) 2410; however future events or conditions may cause the entity to
cease to continue as a going concern.

 

Responsibilities of the directors

The directors are responsible for preparing the half-yearly financial report
in accordance with the Disclosure Guidance and Transparency Rules of the
United Kingdom's Financial Conduct Authority.

 

In preparing the half-yearly financial report, the directors are responsible
for assessing the Group's ability to continue as a going concern, disclosing
as applicable, matters related to going concern and using the going concern
basis of accounting unless the directors either intend to liquidate the
company or to cease operations, or have no realistic alternative but to do so.

 

Auditor's Responsibilities for the review of the financial information

In reviewing the half-yearly financial report, we are responsible for
expressing to the company a conclusion on the condensed set of financial
statements in the half-yearly financial report. Our Conclusion, including our
Conclusion Relating to Going Concern, are based on procedures that are less
extensive than audit procedures, as described in the Basis for Conclusion
paragraph of this report.

 

Use of our report

This report is made solely to the company in accordance with ISRE (UK) 2410.
Our work has been undertaken so that we might state to the company those
matters we are required to state to it in an independent review report and for
no other purpose. To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the company, for our review work,
for this report, or for the conclusions we have formed.

 

Deloitte LLP

Statutory Auditor

London,  United Kingdom

11 August 2025

Shareholder Information

 

Financial calendar

 Interim dividend for the year ending December 2025     Payable 1 December 2025
 Results for the year ending December 2025              Announcement March 2026
 Report and accounts for the year ending December 2025  April 2026
 Annual General Meeting                                 May 2026

 

Registrars

All administrative enquiries relating to shareholdings should, in the first
instance, be directed to Computershare Investor Services PLC, PO Box 82, The
Pavilions, Bridgwater Road, Bristol BS99 6ZZ (telephone: 0870 707 1134) and
should clearly state the registered shareholder's name and address.

 

Dividend mandate

Any shareholder wishing dividends to be paid directly into a bank or building
society should contact the Registrars for a dividend mandate form. Dividends
paid in this way will be paid through the Bankers' Automated Clearing System
("BACS").

 

Website

The Group has a website that gives information on the Group and its products
and provides details of significant Group announcements. The address is
www.marshalls.co.uk (http://www.marshalls.co.uk) .

 

Cautionary Statement

This Half Year Financial Report contains certain forward-looking statements
with respect to the financial condition, results, operations and business of
Marshalls plc. These statements and forecasts involve risk and uncertainty
because they relate to events and depend upon circumstances that will occur in
the future. There are a number of factors that could cause actual results or
developments to differ materially from those expressed or implied by these
forward-looking statements and forecasts.

 

Directors' Liability

Neither the Company nor the Directors accept any liability to any person in
relation to the contents of this Half Year Financial Report except to the
extent that such liability arises under English law. Accordingly, any
liability to a person who has demonstrated reliance on any untrue or
misleading statement or omission shall be determined in accordance with
section 90A of the Financial Services and Market Act 2020.

 

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