REG - Marston's Plc - RESULTS FOR THE 26 WEEKS ENDED 29 MARCH 2025
Tue 07:02
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RNS Number : 3444I Marston's PLC 13 May 2025
13 May 2025
MARSTON'S PLC
("Marston's" or "the Group")
INTERIM RESULTS FOR THE 26 WEEKS ENDED 29 MARCH 2025
STRONG PROFIT GROWTH, SIGNIFICANT STRATEGIC PROGRESS, CONFIDENT IN
FULL-YEAR OUTLOOK
Marston's, a leading local pub business with an estate of 1,333 pubs across
the UK, today announces its Interim Results for the 26 weeks ended 29 March
2025. The period under review commenced on 29 September 2024.
Underlying Statutory / Total
H1 2025 H1 2024 Change H1 2025 H1 2024 Change
Total revenue (£m) 427.4 428.1 (0.2)% 427.4 428.1 (0.2)%
EBITDA(1) (£m) 85.9 75.5 13.8% - - -
Pub operating profit (£m) 63.3 52.7 20.1% 61.3 51.8 18.3%
Profit before tax(1) (£m) 19.0 (0.2) £19.2m 19.5 (26.9) £46.4m
Earnings per share(1) (pence) 2.2 0.0 2.2p 2.3 (3.2) 5.5p
NAV per share (£) - - - 1.07 0.95 12.6%
EBITDA margin(1) (%) 20.1 17.6 250bps - - -
Underlying operating margin(1) (%) 14.8 12.3 250bps - - -
Capex (£m) - - - 31.0 21.7 42.9%
Recurring free cash flow (£m) - - - 5.9 7.1 (16.9)%
Net debt excluding IFRS 16 (£m) - - - 881.1 1,160.9 (24.1)%
1 - Results from continuing operations.
Strong performance underpins confidence in full-year outlook
• Like-for-like (LFL) sales were up 2.9% in the 31 weeks to 3 May,
with strong growth of 10.5% in the 5 weeks since the period end. In H1 2025,
LFL sales grew by 1.3% reflecting timing of Easter & Mothers Day which
fell in H1 in 2024 and in H2 2025
• Total revenue stable at £427.4 million (H1 2024: £428.1 million)
despite c.£50 million of disposals in FY2024, demonstrating the strength of
the core estate
• Underlying pub operating profit increased by 20.1% to £63.3 million
(H1 2024: £52.7 million), underpinned by strong operational delivery and
strategic cost-saving measures
• EBITDA margin(1) expanded by approximately 250bps supported by data
and technology-led improvements in labour deployment and procurement
efficiency which form a core part of our refreshed strategy
• Underlying profit before tax(1) of £19.0 million (H1 2024: £0.2
million loss), driven by robust revenue performance and operational discipline
Strategic investment and debt reduction on-track
• Recurring free cash flow of £5.9 million (H1 2024: £7.1 million),
reflecting the timing of working capital in H1, which we expect to largely
unwind by the year end, and increased investment capex aligned to our
strategic growth priorities
• Capex of £31.0 million (H1 2024: £21.7 million)
• Net debt(2) reduced to £881.1 million (H1 2024: £1,160.9 million),
as CMBC sale supported a stronger balance sheet and increased financial
flexibility; leverage ratio(2) of 4.9x, down from 5.2x at FY2024
• In line with net debt reduction, net interest costs have reduced to
£42.8 million (H1 2024: £48.3 million)
Significant strategic and operational progress
• Guest satisfaction remained high, with a Reputation score of 800 (H1
2024: 787), maintained during a period of significant transformation. Further
improvement is targeted as initiatives continue to embed
• Demand-driving events delivered enhanced customer engagement, with
H1 highlights including Paddington in Peru partnership and the Luke Humphries
Cool Hand Cup darts tournament
• Pub format rollout progressing well, supporting broader appeal
across guest segments. Of the 30 new openings planned for FY2025, 18 have
already been delivered on time and on budget, with strong early trading and
guest feedback
• Cost efficiency benefits accelerating, following full rollout of
labour planning dashboards which deliver improved productivity through
real-time, data-led scheduling, helping offset inflationary cost pressures
• Enhanced Order & Pay live across more than 750 pubs, supporting
upselling, premiumisation and higher spend per guest. Full estate rollout
expected by the end of the financial year
Outlook
• LFL sales in the 5 weeks since 29 March up 10.5%, demonstrating the
Group's strategic progress and the growing impact of revenue-driving
initiatives
• Strong trading across key occasions - including Christmas, Mother's
Day, and Easter - alongside the continued rollout of strategic initiatives
with a strong pipeline of demand driving events, such as Trivial Pursuit 'Win
a Wedge', reinforces confidence in encouraging H2 outlook
• Capex expected to total c.£60 million for FY2025
• Confident in delivering recurring free cash flow of over £50
million a year in the near-to-medium term, supporting further investment and
deleveraging
• On track to deliver targets outlined at the October 2024 Capital
Markets Day, with FY2025 performance expected to be in line with current
market expectations(3)
Justin Platt, CEO of Marston's PLC, commented:
"The first half has been a period of significant momentum for Marston's, with
the execution of a market leading pub operating model, investment in our
differentiated pub formats and progress in our digital transformation driving
strong margin and profit growth.
"Through our impactful calendar of demand-driving events and the dedication of
our passionate, local teams, we continue to deliver great guest experiences
every day, powering our industry-leading guest reputation scores. With strong
recent trading across our nationwide estate of great local pubs, we are
excited for the summer months ahead.
"We remain confident in achieving our financial goals for the full year and
focused on executing our strategy as a pure play hospitality company to
deliver sustainable growth and increasing returns for our shareholders."
Results Call:
An analyst and investor presentation will be held on 13 May 2025 at 09.00am UK
time.
Participants need to register using the link below.
https://brrmedia.news/MARS_HY25 (https://brrmedia.news/MARS_HY25)
Enquiries:
Investors
Marston's PLC
Justin Platt,
CEO
Tel: 01902 329516
Hayleigh Lupino,
CFO
Matthew Lee, Investor
Relations
matthew.lee@marstons.co.uk
Rebecca Jamieson, Investor Relations
rebecca.jamieson@marstons.co.uk
Media
Marston's PLC
Giles Robinson, Director of Corporate Affairs
giles.robinson@marstons.co.uk
Sodali & Co
Ben Foster
Tel: 020 7250 1446
Russ Lynch
Oliver Banks
marstons@sodali.com
Notes
1 - Results from continuing operations.
2 - Net debt excluding IFRS 16 lease liabilities. Leverage on a pre-IFRS 16
basis.
3 - External market consensus for FY2025 for underlying PBT is £66.8 million.
Notes to Editors
Marston's PLC, listed on the London Stock Exchange under the ticker MARS, is a
leading local pub business with an estate of 1,333 pubs nationally, comprising
managed, partnership ('franchised') and tenanted and leased pubs. Marston's
employs around 10,000 people. More information is available at:
https://www.marstonspubs.co.uk/.
The Group uses a number of alternative performance measures (APMs) to enable
management and users of the financial statements to better understand elements
of financial performance in the period. APMs are explained and reconciled in
Note 15 to the financial statements.
H1 2025 Strategic and Operational Update
Strategic delivery
As laid out at the October 2024 Capital Markets Day (CMD), focus during the
first half of the year has primarily been on the first three of the five core
value drivers which form our long-term strategy:
· Executing a market-leading pub operating model;
· Rolling out differentiated capex-backed pub formats; and,
· Advancing our digital transformation.
These areas are central to driving near-term performance and in establishing
the foundations for sustainable growth over the long-term. We are very pleased
with the tangible progress made across each during H1.
Executing a market-leading pub operating model
Delivering a market-leading operating model is central to the Group's strategy
and underpins our progress across all areas of performance.
The model is built around balancing three core pillars: revenue growth, cost
efficiency, and guest satisfaction - all of which work together to create a
more consistent, profitable, and scalable business and each of which are
covered in detail below.
Revenue growth
Our focus remains on growing footfall and visitation through well-executed,
demand-driving events.
In the first half of the year, we delivered a nationally curated calendar of
events, including Cheers to Heroes, Marston's Magical Christmas, Paddington in
Peru, and the launch of the Luke Humphries Cool Hand Cup. These events drove
strong engagement and customer visitation across the estate. In addition,
Christmas Day and Mother's Day both delivered record trading performances for
their respective occasions, underlining the strength of our proposition and
reinforcing our appeal as a go-to destination for celebratory occasions.
Looking ahead, we have an exciting calendar of events planned for H2,
including Trivial Pursuit 'Win a Wedge' and a pub quiz series with Paddy
McGuinness - building on current momentum and continuing to attract guests
into our pubs.
Cost efficiency
We retain a relentless focus on driving cost efficiency across the business.
A key development in the first half has been the rollout of our labour
scheduling tool, which we anticipate being live across all managed pubs by Q4
2025. This real-time planning tool enables rota optimisation based on actual
trading patterns, ensuring the right team is in place at the right time -
driving productivity, improving the guest experience, and supporting
operational flexibility.
Alongside labour optimisation, menu re-design, targeted product placement and
further food and drink simplification are supporting more efficient, margin
accretive operations, while maintaining guest choice and quality.
Additionally, we have made further progress on energy efficiency with smart
metering now live across the estate and fixed electricity contracts to the end
of the financial year.
Importantly, the combined effect of our efficiency programme will enable the
Group to fully offset the financial impact of recent increases to National
Insurance and the National Minimum Wage - an outcome that reflects the
effectiveness of our model and the pace at which we are embedding smarter,
more efficient ways of working.
Guest satisfaction
At the end of H1, our Reputation Score was 800 points, up from 787 at the same
period last year. This progress is particularly encouraging given the scale of
transformation delivered across the business over the past six months -
including accelerated capex, the rollout of Order & Pay, smarter labour
deployment, and menu re-design and simplification. Maintaining consistently
high guest satisfaction during this level of internal change is a strong
indicator of the robustness of our offer and our team's focus on operational
delivery.
As these initiatives embed and gain traction, we are targeting further
improvement in guest satisfaction. Moreover, we continue to see a clear
correlation between guest satisfaction and revenue performance, underlining
the commercial value of delivering consistently high standards across the
estate.
Capex to create differentiated pub formats
Our format-led strategy is focused on creating a more balanced and
guest-centric pub portfolio through the development of five distinct
propositions: Locals Pub, Family Pub, Grandstand, Two-Door, and Adult Dining.
These formats are designed to meet evolving guest needs and cater to a wide
range of occasions - from midweek meals and family outings to casual drinks
and big sporting moments.
We plan to deliver 30 new site launches in FY2025, with 18 completed in H1,
all delivered on-time and within budget. These pubs are trading well and
receiving strong guest feedback reinforcing both the appeal of our tailored
formats and quality of execution.
The Two-Door format - designed to appeal to both regular drinkers and family
diners by providing two distinct and separated environments under one roof -
has delivered very encouraging early results. Following successful pilots in
FY2024, it has been a key focus of the FY2025 rollout and further expansion is
planned for H2.
Advancing digital transformation through Order & Pay
Digital transformation is critical to enhancing both the guest experience and
operational efficiency across the estate. Central to this agenda is the
rollout of our new Order & Pay platform, which launched in March 2025 and
is now live across more than 750 pubs, with full estate coverage expected by
the end of the financial year.
Initial results have been extremely encouraging. The platform supports
upselling and premiumisation and already we are seeing over 10% uplift in
revenue per transaction. It also improves speed of service and convenience,
particularly in high-volume venues, further strengthening guest satisfaction.
With the peak trading period ahead, Order & Pay is especially well-suited
to summer months, offering guests a more seamless experience in pub gardens
and outdoor areas, where trips to the bar are naturally less convenient.
Sustainability
We have continued to make strong progress across our ESG agenda in the first
half of FY2025. Our focus on reducing food waste has seen 1,312 tonnes saved -
equating to c.76% of our 2030 target already achieved.
In support of our environmental commitments, 39 sites are now solar enabled,
including our Pub Support Centre, and we have expanded our electric vehicle
charging network to 459 rapid and ultra-rapid chargers across 193 sites. This
remains the largest private network of its kind in UK hospitality, having now
powered over 100 million miles of cleaner transport.
We were proud to be named the UK pub industry's Best Employer by the Financial
Times and ranked among the Top 100 employers nationally - a testament to our
ongoing investment in team development, wellbeing and engagement.
Outlook
Following a strong first half, we are looking ahead to a positive summer
trading period, supported by a compelling calendar of events, our fantastic
outdoor spaces, and the growing impact of Order & Pay.
Despite inflationary pressures, we are in a strong position thanks to our
relentless focus on driving efficiencies and delivering margin improvement,
which will allow us to offset these headwinds. The second half will see
continued progress across our strategic value drivers, including further
rollout of our pub formats and digital tools.
We remain well-placed to deliver targets outlined at the October 2024 CMD,
with FY2025 performance expected to be in line with current market
expectations.
Financial Review
Revenue
Total revenue was consistent at £427.4 million (H1 2024: £428.1 million),
despite c.£50 million of strategic disposals in the prior year. Like-for-like
sales were up 1.3% versus H1 2024 and both food and drink sales were in
growth, with Mother's Day and Easter holidays displaced into H2 in FY2025. Our
expertise in managing local pubs along with our strategic commitment to
delivering exceptional guest experiences and enhancing our Reputation score
has supported this growth.
Total retail sales in the Group's managed and partnership pubs for the 26-week
period increased by 0.7% to £399.5 million (H1 2024: £396.6 million). We
operated 151 pubs under the tenanted and leased model generating revenues of
£12.3 million (H1 2024: £17.1 million). As outlined at our CMD, it remains
our intention to strategically expand our managed and partnership models over
the medium-term.
Accommodation sales were broadly stable at £14.7 million (H1 2024: £14.9
million), with continued demand for UK staycations, and machine income was
£15.6 million (H1 2024: £14.4 million).
Profit
Underlying operating profit from continuing operations increased by 20.1% to
£63.3 million (H1 2024: £52.7 million). Underlying operating margins grew by
250 basis points compared to the last half-year, resulting in an enhanced
margin of 14.8% (H1 2024: 12.3%). Total operating profit from continuing
operations was £61.3 million (H1 2024: £51.8 million).
Underlying EBITDA from continuing operations increased by 13.8% to £85.9
million (H1 2024: £75.5 million). The EBITDA margin was 20.1%, marking a
significant increase on last year (H1 2024: 17.6%) from growth in executing
our market-leading operating model together with relentless focus on driving
savings in energy, simplification and labour costs, reflecting strong progress
with our margin expansion strategy as set out in the CMD.
Underlying profit before tax from continuing operations increased by £19.2
million to £19.0 million (H1 2024: loss before tax of £(0.2) million)
reflecting the impact of margin improvement. Statutory profit before tax from
continuing operations was £19.5 million (H1 2024: loss before tax of £(26.9)
million).
The difference between underlying profit before tax and profit before tax from
continuing operations is a net non-underlying credit of £0.5 million, the
details of which are set out below.
The statutory profit from continuing operations was £14.3 million (H1 2024:
loss of £(20.0) million). The statutory profit from both continuing and
discontinued operations was £14.3 million (H1 2024: loss of £(36.6)
million).
Non-underlying items
There is a net non-underlying credit of £0.5 million before tax and £0.4
million after tax from continuing operations.
The £0.5 million credit relates to a £2.5 million net gain in respect of
interest rate swap movements offset by £(2.0) million of reorganisation,
restructuring and relocation costs.
The tax charge relating to these non-underlying items is £0.1 million.
Taxation
The estimated underlying tax rate is 26.8% (H1 2024 continuing operations:
100.0%, H1 2024 total operations: 25.0%) with an underlying tax charge of
£5.1 million (H1 2024: credit of £0.2 million). The overall tax rate is
26.7% (H1 2024 continuing operations: 25.7%, H1 2024 total operations: 15.9%)
with a total tax charge of £5.2 million (H1 2024: credit of £6.9 million) on
total profit before tax of £19.5 million. The estimated rate is higher than
the standard rate of corporation tax, mainly due to the impact of disallowed
depreciation on non-qualifying assets, reduced by the positive impact of
additional amounts upon which tax relief is available. The effective tax rate
for prior years including discontinued operations was positively impacted by
income from associates, now discontinued, recognised on a post-tax basis.
Earnings per share
Basic earnings per share from continuing operations were 2.3 pence (H1 2024:
(3.2) pence loss per share). Basic underlying earnings per share from
continuing operations were 2.2 pence per share (H1 2024: nil pence per share).
Capital expenditure
Our capital expenditure strategy was set out in the CMD, with a near-term
target spend of 7-8% of revenue and projects to enhance the estate through
differentiated formats. Making progress on this, capital expenditure was
£31.0 million (H1 2024: £21.7 million). We expect that capital expenditure
will be around £60 million in FY2025.
Property, net assets and disposals
The carrying value of the estate remains at £2.1 billion (H1 2024: £2.1
billion).
Net assets increased to £678.4 million (FY2024: £654.8 million, H1 2024:
£601.5 million), with a net asset value per share of £1.07 (FY2024: £1.03,
H1 2024: £0.95).
During the half year, the Group generated £4.5 million in net proceeds from
non-core pub disposals, which were part of the FY2024 strategic disposal
programme. Disposal proceeds were in line with book value.
Pensions
The balance on our final salary scheme was a £20.5 million surplus at 29
March 2025 (28 September 2024: £13.1 million surplus). Administrative and
investment expenses associated with the scheme were £0.7 million; no other
contributions were required.
Dividends
As set out at the CMD, our capital allocation framework is focused on
delivering sustainable long-term value for shareholders. The Board confirms
that no interim dividend will be paid in respect of FY2025, however, it
remains cognisant of the importance of dividends to shareholders.
Cash flow
Operating cash inflow was £81.4 million (H1 2024: £77.1 million). The H1
2024 operating cash inflow excludes the CMBC dividend of £13.8 million.
Operating cash flow for H1 2024 including the CMBC dividend was £90.9
million. Cash adjusted EBITDA was £85.1 million (H1 2024: £74.8 million).
Net interest paid, including bank fees and swap termination costs, together
with purchase of own shares were £44.5 million (H1 2024: £48.3 million) and
capital expenditure was £31.0 million (H1 2024: £21.7 million), resulting in
recurring free cash flow of £5.9 million (H1 2024: £7.1 million). Recurring
free cash flow in FY2025 includes higher levels of capital expenditure as per
our strategic plans and working capital timing differences. Going forwards, we
are confident in our plans to meet our target of over £50 million a year in
recurring free cash flow in the near-to-medium term.
Taking into account net disposal proceeds received of £4.5 million (H1 2024:
£9.6 million), CMBC dividend of £nil (H1 2024: £13.8 million) and costs in
respect of last year's CMBC disposal of £(2.8) million (H1 2024: £nil), net
cash flow for the period was £7.6 million (H1 2024: £30.5 million).
Debt and financing
Net debt, excluding IFRS 16 lease liabilities, was £881.1 million, a
reduction of £2.6 million from last year-end (FY2024: £883.7 million). Total
net debt of £1,252.4 million (FY2024: £1,257.4 million) includes IFRS 16
lease liabilities of £371.3 million (FY2024: £373.7 million).
The Group has continued to make progress in debt reduction during the year;
pre-IFRS debt/EBITDA leverage reduced to 4.9x (FY2024: 5.2x). Leverage
including IFRS 16 reduced to 6.2x (FY2024: 6.5x).
During the half year, we successfully secured the extension to our banking
facility, which was due to expire in July 2026. The revised bank facility to
July 2027 is for £200.0 million, of which £40.0 million was drawn at the
half-year.
There are one-off transaction costs of £0.9 million and the costs of the
facilities are variable: to be determined by the level of leverage, or
drawings, from time-to-time alongside changes in the SONIA rate. £60 million
of the facilities are hedged.
The Group's financing, providing an appropriate level of flexibility and
liquidity for the medium term, comprises:
· £200.0 million bank facility to July 2027 - at the half-year £40.0
million was drawn providing headroom of £160.0 million and non-securitised
cash balances of £11.2 million
· Seasonal overdraft with a limit of £5.0-£20.0 million depending on
dates - unused at the half-year. The overdraft limit is expected to reduce to
a flat £5.0 million in the near future
· Long-term securitisation debt of £538.8 million - at the half-year
none of the £120.0 million securitisation liquidity facility was utilised.
Securitised cash balances were £21.1 million
· Long-term other lease-related borrowings of £338.7 million
· £371.3 million of IFRS 16 leases
The vast majority of our borrowings are long-dated and asset-backed, including
the securitisation debt of £538.8 million. The weighted average fixed
interest rate payable by the Group on its securitised debt at 29 March 2025
was 6.44%. The loan to value of the debt, which is improving year-on-year, is
currently 50% for debt excluding IFRS 16 lease liabilities and 47% for the
securitisation debt.
The securitisation is fully hedged to 2035. Other lease-related borrowings are
index-linked capped and collared at 1% and 4%. There is a £60 million
floating-to-fixed interest rate swap against the bank facility: £60 million
is fixed at 3.45% until 2029.
In summary, we have adequate cash headroom in our bank facility to provide
operational liquidity. Importantly, 100% of our medium to long-term financing
is hedged for interest rate risk, thereby minimising any exposure to market
interest rate movements.
Going concern
Having considered the Group's forecast financial position and exposure to
principal risks and uncertainties, including cost and inflationary pressures,
the Directors have a reasonable expectation that the Group has adequate
resources to continue to operate within its borrowing facilities and covenants
for a period of at least 12 months from the date of signing the financial
statements. Accordingly, the financial statements have been prepared on the
going concern basis. Full details are included in Note 1 of the financial
statements.
Key estimates and significant judgements
Under IFRS the Group is required to make estimates and assumptions that affect
the application of policies and reported amounts. Details are provided in Note
1 to the 2024 Annual Report and Accounts.
Notes:
· Prior period was a 26-week period to 30 March 2024.
· The Group uses a number of alternative performance measures (APMs) to
enable management and users of the financial statements to better understand
elements of financial performance in the period. APMs are explained and
reconciled in Note 15 to the financial statements.
Responsibility Statement of the Directors in respect of the Interim Results
The Directors confirm that these condensed consolidated interim financial
statements have been prepared in accordance with UK-adopted IAS 34 'Interim
Financial Reporting' and that the interim management report includes a fair
review of the information required by DTR 4.2.7R and DTR 4.2.8R of the United
Kingdom Financial Conduct Authority, namely:
· an indication of important events that have occurred during the
first six months of the financial year and their impact on the condensed set
of financial statements, and a description of the principal risks and
uncertainties for the remaining six months of the financial year; and
· material related party transactions in the first six months of the
financial year and any material changes in the related party transactions
described in the last Annual Report and Accounts.
The Directors of Marston's PLC are listed in the Marston's PLC Annual Report
and Accounts for 28 September 2024. A list of current Directors is
maintained on the Marston's PLC website: www.marstonspubs.co.uk
(http://www.marstonspubs.co.uk) .
By order of the Board:
Justin
Platt
Hayleigh Lupino
Chief Executive Officer Chief
Financial Officer
13 May 2025
13 May
2025
GROUP INCOME STATEMENT (UNAUDITED)
For the 26 weeks ended 29 March 2025
26 weeks to 29 March 2025 26 weeks to 30 March 2024 (restated)(2) 52 weeks to
28 September
2024
Note Non- Non- Total
Underlying(1) underlying(1) Total Underlying(1) underlying(1) Total £m
£m £m £m £m £m £m
Revenue 3 427.4 - 427.4 428.1 - 428.1 898.6
Net operating expenses 4 (364.1) (2.0) (366.1) (375.4) (0.9) (376.3) (746.9)
Operating profit/(loss) 63.3 (2.0) 61.3 52.7 (0.9) 51.8 151.7
Finance costs 5 (45.1) - (45.1) (53.5) - (53.5) (106.5)
Finance income 5 0.8 - 0.8 0.6 - 0.6 1.4
Interest rate swap movements 4, 5 - 2.5 2.5 - (25.8) (25.8) (32.2)
Net finance (costs)/income 4, 5 (44.3) 2.5 (41.8) (52.9) (25.8) (78.7) (137.3)
Profit/(loss) before taxation 19.0 0.5 19.5 (0.2) (26.7) (26.9) 14.4
Taxation 4, 6 (5.1) (0.1) (5.2) 0.2 6.7 6.9 3.1
Profit/(loss) for the period from continuing operations 13.9 0.4 14.3 - (20.0) (20.0) 17.5
Discontinued operations
Loss for the period from discontinued operations 7 - - - (0.6) (16.0) (16.6) (36.0)
Profit/(loss) for the period attributable to equity shareholders 13.9 0.4 14.3 (0.6) (36.0) (36.6) (18.5)
Earnings/(loss) per share: Note 26 weeks to 26 weeks to 52 weeks to
29 March 30 March 28 September
2025 2024 2024
p (restated)(2) p
p
Basic earnings/(loss) per share 8
Total 2.3 (5.8) (2.9)
Continuing 2.3 (3.2) 2.8
Discontinued - (2.6) (5.7)
Basic underlying(1) earnings/(loss) per share 8
Total 2.2 (0.1) 5.3
Continuing 2.2 - 5.2
Discontinued - (0.1) 0.1
Diluted earnings/(loss) per share 8
Total 2.1 (5.8) (2.8)
Continuing 2.1 (3.2) 2.7
Discontinued - (2.6) (5.5)
Diluted underlying(1) earnings/(loss) per share 8
Total 2.1 (0.1) 5.1
Continuing 2.1 - 5.0
Discontinued - (0.1) 0.1
(1) Alternative performance measures (APMs) are reconciled to the interim
financial information in note 15.
(2) Following the disposal of the Group's 40% investment in Carlsberg
Marston's Limited, the comparative information for the 26 weeks ended 30 March
2024 has been restated to show discontinued operations separately from
continuing operations.
GROUP STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED)
For the 26 weeks ended 29 March 2025
26 weeks to 26 weeks to 52 weeks to
29 March 30 March 28 September
2025 2024 2024
£m £m £m
Profit/(loss) for the period 14.3 (36.6) (18.5)
Items of other comprehensive income that may subsequently be reclassified to
profit or loss
Gains/(losses) arising on cash flow hedges 1.9 (2.6) (2.8)
Transfers to the income statement on cash flow hedges 3.4 4.0 7.6
Other comprehensive income/(expense) of associates relating to discontinued - 0.2 (0.1)
operations
Tax on items that may subsequently be reclassified to profit or loss (1.3) (0.4) (1.2)
4.0 1.2 3.5
Items of other comprehensive income that will not be reclassified to profit or
loss
Remeasurement of retirement benefits 7.0 (4.9) (6.9)
Unrealised surplus on revaluation of properties - - 80.8
Reversal of past revaluation surplus - - (39.8)
Tax on items that will not be reclassified to profit or loss (1.8) 0.4 (8.1)
5.2 (4.5) 26.0
Other comprehensive income/(expense) for the period 9.2 (3.3) 29.5
Total comprehensive income/(expense) for the period attributable to equity 23.5 (39.9) 11.0
shareholders
GROUP CASH FLOW STATEMENT (UNAUDITED)
For the 26 weeks ended 29 March 2025
26 weeks to 26 weeks to 52 weeks to
29 March 30 March 28 September
2025 2024 2024
(restated)(3)
Note £m £m £m
Operating activities
Profit/(loss) for the period 14.3 (36.6) (18.5)
Taxation 5.2 (6.9) (3.1)
Net finance costs 41.8 78.7 137.3
Depreciation and amortisation 22.6 22.8 45.3
Working capital movement (3.0) 6.0 8.2
Non-cash movements 1.3 17.1 32.7
Decrease in provisions and other non-current liabilities (0.1) (0.4) (0.9)
Difference between defined benefit pension contributions paid and amounts (0.7) (3.7) (7.5)
charged
Dividends from associates - 13.8 13.8
Income tax received - 0.1 0.1
Net cash inflow from operating activities 81.4 90.9 207.4
Investing activities
Interest received 0.9 0.8 1.7
Sale of property, plant and equipment and assets held for sale 4.5 9.6 46.9
Purchase of property, plant and equipment and intangible assets (31.0) (21.7) (46.2)
Disposal of associate (2.8) - 205.5
Finance lease capital repayments received 0.6 1.1 2.0
Net transfer (to)/from other cash deposits 11 - (0.1) 2.0
Net cash (outflow)/inflow from investing activities (27.8) (10.3) 211.9
Financing activities
Interest paid (44.3) (50.2) (101.9)
Arrangement costs of bank facilities (0.9) - (3.6)
Swap termination costs - - (2.0)
Purchase of own shares (0.8) - -
Repayment of securitised debt (21.5) (20.4) (41.5)
Repayment of bank borrowings (90.0) (132.0) (419.0)
Advance of bank borrowings 95.0 135.0 225.0
Net repayment of capital element of lease liabilities (4.3) (4.3) (8.4)
Repayment of other borrowings - (10.0) (50.0)
Net cash outflow from financing activities (66.8) (81.9) (401.4)
Net (decrease)/increase in cash and cash equivalents 11 (13.2) (1.3) 17.9
(3) Following the publication of the FRC Thematic Review on 'Offsetting in the
financial statements' in September 2024, the Group has reassessed the
classification of cash flows arising from its bank borrowing facilities as
presented in the cash flow statement and has concluded that
advance/(repayment) of bank borrowings should be reported on a gross basis,
where the maturity periods were greater than three months. Prior period
information has been restated on an equivalent basis. The net advance of bank
borrowings in the current period was £5.0 million (26 weeks to
30 March 2024: £3.0 million). The presentational adjustment does not have any
impact on net increase/(decrease) in cash and cash equivalents, the balance
sheet, the Group's profit, or earnings per share in any of the periods
presented.
GROUP BALANCE SHEET (UNAUDITED)
As at 29 March 2025
29 March 30 March 28 September
2025 2024 2024
Note £m £m £m
Non-current assets
Intangible assets 27.6 30.7 29.3
Property, plant and equipment 9 2,078.5 2,053.4 2,069.0
Interests in associates - 220.7 -
Other non-current assets 13.9 15.2 14.4
Deferred tax assets - 7.7 -
Retirement benefit surplus 20.5 11.4 13.1
Derivative financial instruments 10 1.2 0.8 0.4
2,141.7 2,339.9 2,126.2
Current assets
Inventories 13.4 14.7 14.4
Trade and other receivables 23.7 29.6 25.9
Current tax assets - 0.4 -
Other cash deposits 11 1.1 3.2 1.1
Cash and cash equivalents 11 31.2 25.2 44.4
69.4 73.1 85.8
Assets held for sale 0.9 1.4 1.3
70.3 74.5 87.1
Current liabilities
Borrowings(4) 11 (60.0) (329.3) (58.2)
Derivative financial instruments 10 - (1.4) -
Trade and other payables (170.9) (177.9) (179.5)
Current tax liabilities (3.9) - (2.8)
Provisions for other liabilities and charges (0.6) (1.0) (0.6)
(235.4) (509.6) (241.1)
Non-current liabilities
Borrowings(4) 11 (1,224.7) (1,235.6) (1,244.7)
Derivative financial instruments 10 (52.4) (57.4) (59.4)
Other non-current liabilities (8.9) (7.7) (8.3)
Provisions for other liabilities and charges (2.6) (2.6) (2.6)
Deferred tax liabilities (9.6) - (2.4)
(1,298.2) (1,303.3) (1,317.4)
Net assets 678.4 601.5 654.8
Shareholders' equity
Equity share capital 48.7 48.7 48.7
Share premium account 334.0 334.0 334.0
Revaluation reserve 430.9 409.7 431.6
Capital redemption reserve 6.8 6.8 6.8
Hedging reserve (36.8) (43.4) (40.8)
Own shares (110.0) (110.5) (110.2)
Retained earnings 4.8 (43.8) (15.3)
Total equity 678.4 601.5 654.8
(4) There was a period of less than 12 months outstanding on the previous bank
facilities as the prior period end of 30 March 2024 resulting in a temporary
reclassification of the bank borrowings from non-current to current
liabilities.
GROUP STATEMENT OF CHANGES IN EQUITY (UNAUDITED)
For the 26 weeks ended 29 March 2025
Equity Share Revaluation Capital Retained
share premium reserve redemption Hedging Own earnings Total
capital account reserve reserve shares equity
£m £m £m £m £m £m £m £m
At 29 September 2024 48.7 334.0 431.6 6.8 (40.8) (110.2) (15.3) 654.8
Profit for the period - - - - - - 14.3 14.3
Remeasurement of retirement benefits - - - - - - 7.0 7.0
Tax on remeasurement of retirement benefits - - - - - - (1.8) (1.8)
Gains on cash flow hedges - - - - 1.9 - - 1.9
Transfers to the income statement on cash flow hedges - - - - 3.4 - - 3.4
Tax on hedging reserve movements - - - - (1.3) - - (1.3)
Total comprehensive income - - - - 4.0 - 19.5 23.5
Share-based payments - - - - - - 0.9 0.9
Purchase of own shares - - - - - (0.8) - (0.8)
Sale of own shares - - - - - 1.0 (1.0) -
Transfer disposals to retained earnings - - (0.8) - - - 0.8 -
Transfer tax to retained earnings - - 0.1 - - - (0.1) -
Total transactions with owners - - (0.7) - - 0.2 0.6 0.1
At 29 March 2025 48.7 334.0 430.9 6.8 (36.8) (110.0) 4.8 678.4
For the 26 weeks ended 30 March 2024
Equity Share Revaluation Capital Retained
share premium reserve redemption Hedging Own earnings Total
capital account reserve reserve shares equity
£m £m £m £m £m £m £m £m
At 1 October 2023 48.7 334.0 412.1 6.8 (44.4) (110.6) (6.5) 640.1
Loss for the period - - - - - - (36.6) (36.6)
Remeasurement of retirement benefits - - - - - - (4.9) (4.9)
Tax on remeasurement of retirement benefits - - - - - - 0.4 0.4
Losses on cash flow hedges - - - - (2.6) - - (2.6)
Transfers to the income statement on cash flow hedges - - - - 4.0 - - 4.0
Tax on hedging reserve movements - - - - (0.4) - - (0.4)
Other comprehensive income of associates - - - - - - 0.2 0.2
Total comprehensive income/(expense) - - - - 1.0 - (40.9) (39.9)
Share-based payments - - - - - - 1.3 1.3
Sale of own shares - - - - - 0.1 (0.1) -
Transfer disposals to retained earnings - - (2.7) - - - 2.7 -
Transfer tax to retained earnings - - 0.3 - - - (0.3) -
Total transactions with owners - - (2.4) - - 0.1 3.6 1.3
At 30 March 2024 48.7 334.0 409.7 6.8 (43.4) (110.5) (43.8) 601.5
NOTES
1 BASIS OF PREPARATION OF INTERIM FINANCIAL INFORMATION
Marston's PLC (the 'Company') is a company domiciled in the UK. The
consolidated interim financial information for the 26 weeks ended 29 March
2025 incorporates the financial statements of Marston's PLC and all of its
subsidiary undertakings (the 'Group'). The Group is primarily an operator of
pubs and bars across the UK.
This interim financial information has been prepared in accordance with
UK-adopted IAS 34 'Interim Financial Reporting' in conformity with the
requirements of the Companies Act 2006. The same accounting policies,
presentation and methods of computation are followed in the interim financial
information as applied in the Group's audited financial statements for the 52
weeks ended 28 September 2024 with the exception of the classification of
items as non-underlying(1) (note 4) and the new standards and interpretations
that were only applicable from the beginning of the current financial year.
The audited financial statements for the 52 weeks ended 28 September 2024
contain details of the new standards and interpretations now applicable to the
Group. The adoption of these standards and interpretations has had no material
impact on the interim financial information.
The financial information for the 52 weeks ended 28 September 2024 is
extracted from the audited accounts for that period, which have been delivered
to the Registrar of Companies. The Auditor's report was unqualified and did
not contain a statement under section 498 (2) or (3) of the Companies Act
2006.
The interim financial information does not constitute statutory accounts
within the meaning of section 434 of the Companies Act 2006. Accordingly, this
report should be read in conjunction with the Annual Report and Accounts for
the 52 weeks ended 28 September 2024. The interim financial information for
the 26 weeks ended 29 March 2025 and the comparatives to 30 March 2024 are
unaudited but have been reviewed by the Group's external Auditor.
The Group does not consider that any standards or interpretations issued by
the International Accounting Standards Board, but not yet applicable, will
have a significant impact on the financial statements for the 52 weeks ending
27 September 2025.
Going concern
The Group successfully secured the extension of its bank facility, which was
due to expire in July 2026. The revised funding comprises a £200.0 million
bank facility available until July 2027 (of which £40.0 million was drawn at
29 March 2025) and a £5.0 million to £20.0 million seasonal overdraft
facility (of which £nil was drawn at 29 March 2025), with a provisional
agreement in place to fix the overdraft facility at £5.0 million going
forward. The Group's sources of funding also include its securitised debt.
There are two covenants associated with the Group's securitised debt. The
FCF DSCR is a measure of free cash flow to debt service for the group headed
by Marston's Pubs Parent Limited and the Net Worth is derived from the net
assets of that group of companies.
There are three covenants associated with the amended Group's bank borrowings
for the non-securitised group of companies - Debt Cover, Interest Cover and
Liquidity. The Debt Cover covenant is a measure of net borrowings to EBITDA,
the Interest Cover covenant is a measure of EBITDA to finance charges, and the
Liquidity covenant is a measure of headroom on the Group's bank borrowings.
The covenant levels remain unchanged except for the Interest Cover covenant
which does not step up to 2.0 times until 3 April 2027 (previously 28 March
2026).
The Directors have performed an assessment of going concern over the period of
12 months from the date of signing these interim financial statements, to
assess the adequacy of the Group's financial resources. In performing their
assessment, the Directors considered the Group's financial position and
exposure to principal risks, including the uncertain economic and political
outlook, with ongoing geopolitical conflicts and uncertainties and
inflationary pressures including employment cost increases.
The Group's base case forecast assumes moderate sales price increases,
operational costs (that have not already been secured) rising broadly in line
with inflation together with continuing progress on the margin expansion
programme. The conclusion of this assessment was that the Directors are
satisfied that the Group has adequate liquidity, is not forecast to breach any
covenants within its banking group or securitisation in its base case
forecast, and has sufficient resources to continue in operational existence
for a period of at least 12 months from the date of approval of these interim
financial statements.
Due to the uncertain economic and political outlook, risk of further
inflationary pressures and the potential impact of this on guest sentiment,
the Group has analysed a downside scenario in which a lower level of sales are
achieved compared to the base case forecast with additional costs beyond those
forecast in the base case and variable costs flexing with the reduced volume,
excluding any potential mitigating management actions other than the reduction
of discretionary employee reward payments. The result of this downside
scenario is that the Group would still have sufficient liquidity to settle
liabilities as they fall due and headroom within its revised financial
covenants throughout the going concern review period.
The Group has also performed a reverse stress test case, which analyses to
what extent sales would need to decrease in order to breach revised financial
covenants, with similar cost assumptions to that of the base case forecast and
variable costs flexing with the reduced volume. This reverse stress test shows
that the Group could withstand a reduction in sales of over 15% from those
assessed in the base case throughout the going concern period, excluding any
mitigating actions other than the removal of discretionary employee reward
payments. The Directors consider this scenario to be remote as, other than
when the business was closed during the pandemic, the Group has never
experienced sales declines to this level. Additionally, the Group could take
management actions within the Directors' control to partially mitigate the
financial impact.
Accordingly, the interim financial statements have been prepared on the going
concern basis.
2 SEGMENT REPORTING
The Group is considered to have one operating segment under IFRS 8 'Operating
Segments' and no disclosures are presented. This is in line with the
reporting to the chief operating decision maker and the operational structure
of the business. The measure of profit or loss reviewed by the chief
operating decision maker is underlying(1) profit/loss before tax.
NOTES (CONTINUED)
3 REVENUE
29 March 30 March
2025 2024
Revenue £m £m
Outlet sales 415.1 411.0
Wholesale sales 9.2 13.1
Revenue from contracts with customers 424.3 424.1
Rental income 3.1 4.0
Total revenue from continuing operations 427.4 428.1
4 NON-underlying(1) items
In order to illustrate the underlying(1) performance of the Group,
presentation has been made of performance measures excluding those items which
it is considered would distort the comparability of the Group's results.
Non-underlying(1) items are defined as those items of income and expense
which, because of the size, nature and/or expected infrequency of the events
giving rise to them, are considered material, and merit separate presentation
to enable users of the financial statements to better understand elements of
financial performance in the period, and to facilitate comparison with future
and prior periods.
In determining whether an item should be presented as non-underlying(1), the
Group considers items which are significant either because of their size or
their nature, and which may be non-recurring. For an item to be considered as
non-underlying(1), it must initially meet at least one of the following
criteria:
· Its size is significant in the context of the element of the
results or balance it relates to.
· The nature of the item is outside the normal or core business
activities.
· It may span accounting periods but is not expected to recur
routinely in future periods.
If an item meets at least one of the criteria, the Group then exercises
judgement as to whether the item should be classified as non-underlying(1). In
exercising this judgement, the Group also takes into account consistency with
any disclosures in prior periods.
Non-underlying(1) items are one of the matters which involve significant
judgment. Items of significant judgement are reviewed by the Board, through
the Audit Committee.
29 March 30 March 2024
2025 (restated)(2)
£m £m
Non-underlying(1) operating items
Reorganisation, restructuring and relocation costs 2.0 0.5
Duplication costs - 0.4
2.0 0.9
Non-underlying(1) non-operating items
Interest rate swap movements (2.5) 25.8
(2.5) 25.8
Total non-underlying(1) items from continuing operations (0.5) 26.7
Non-underlying(1) items from discontinued operations
Non-underlying(1) loss from associates - 16.0
- 16.0
Total non-underlying(1) items (0.5) 42.7
Reorganisation, restructuring and relocation costs
During the current period the Group commenced a programme to align and
resource teams against the Group's strategic priorities and reduce cost for
future resilience of the business. The costs identified as non-underlying(1)
in the current period are one-off headcount related costs which are expected
to be short term in nature and non-recurring. The cost of implementing this
programme in the current period was £2.0 million (2024: £nil), which is a
cash cost and has been recorded within non-underlying(1) items in the income
statement based on its significance, nature, expected infrequency and
consistency with treatment of similar historic programmes.
During the 52-week period ended 30 September 2023, the Group commenced the
implementation of an operational programme to simplify the business and drive
efficiencies. Costs relating to this programme were also incurred in the
26-week period ended 30 March 2024. The costs identified were one-off
headcount related costs and this element of the programme was expected to be
short term in nature and non-recurring. The cost of implementing this
programme in the prior period was £0.5 million (£2.9 million of costs were
incurred in the 26 weeks ended 30 September 2023). Cumulatively, as at 30
March 2024 a cash cost of £3.4 million had been incurred, which was
considered material to the Group. The reorganisation, restructuring and
relocation costs were recorded within non-underlying(1) items in the income
statement based on their significance, nature and expected infrequency.
NOTES (CONTINUED)
4 NON-underlying(1) items (CONTINUED)
Interest rate swap movements
The Group's interest rate swaps are revalued to fair value at each balance
sheet date. These fair value gains/losses have been recognised in the hedging
reserve or the income statement as appropriate. Reclassifications within the
income statement and/or with the hedging reserve have also been made as
required.
26 weeks to 29 March 2025 26 weeks to 30 March 2024
Hedging reserve Underlying(1) finance costs Non-underlying(1) finance costs Hedging reserve Underlying(1) finance costs Non-underlying(1) finance costs
£m £m £m £m £m £m
Interest rate swaps designated as part of a hedging relationship:
Effective portion
Gain/(loss) on change in fair value (1.9) - - 2.6 - -
Reclassification in respect of cash received 0.1 (0.1) - 0.2 (0.2) -
(1.8) (0.1) - 2.8 (0.2) -
Ineffective portion
(Gain)/loss on change in fair value - - 0.6 - - -
Reclassification in respect of cash paid - 0.6 (0.6) - 0.6 (0.6)
- 0.6 - - 0.6 (0.6)
Interest rate swaps not designated as part of a hedging relationship:
(Gain)/loss on change in fair value - - (6.6) - - 16.7
Reclassification in respect of cash paid/received - (0.6) 0.6 - (5.5) 5.5
- (0.6) (6.0) - (5.5) 22.2
Reclassification in respect of discontinued cash flow hedges (3.5) - 3.5 (4.2) - 4.2
(3.5) - 3.5 (4.2) - 4.2
Total interest rate swap movements (5.3) (0.1) (2.5) (1.4) (5.1) 25.8
Recognised within non-underlying(1) items in the income statement is £3.5
million (2024: £4.2 million) of the balance remaining in the hedging reserve
in respect of discontinued cash flow hedges which has been reclassified as a
charge to the income statement within non-underlying(1) items.
In addition, a loss of £0.6 million (2024: £nil) on the ineffective portion
of the fair value movement of interest rate swaps designated as part of a
hedging relationship and a fair value gain of £6.6 million (2024: loss of
£16.7 million) on interest rate swaps not designated as part of a hedging
relationship has also been recognised within non-underlying(1) items in the
income statement.
Finally, cash paid of £0.6 million (2024: £0.6 million) in respect of
interest rate swaps designated as part of a hedging relationship and cash
received of £0.6 million (2024: £5.5 million) in respect of interest rate
swaps not designated as part of a hedging relationship were reclassified from
non-underlying(1) items to underlying(1) finance costs to ensure that
underlying(1) finance costs reflect the fixed rate paid on the associated
debt.
The treatment of the amounts as non-underlying(1) has been made based on their
significance, nature and consistency with previous classification. Unless
specified, the movements have no cash impact.
Duplication costs
On 17 November 2023 Andrew Andrea stepped down from his role as CEO of the
Group and, following an external process, Justin Platt was appointed as CEO
from 10 January 2024. During the prior period duplicated costs were incurred
as a result of the change in CEO which were unusual and one-off for the Group.
The duplicated costs, which were cash costs, have been recorded within
non-underlying(1) items in the income statement based on their nature and
expected infrequency.
Non-underlying(1) loss from associates
The Group's associate, Carlsberg Marston's Limited, recognised an impairment
(of which the Group's share was £12.5 million) during the prior period in
relation to some of the ale brands that it held. The ale category had been
severely impacted by the COVID-19 pandemic, secular trends, and the
cost-of-living crisis, resulting in long-term expectations specifically for
the ale brands being updated. The brand impairment of £12.5 million was
material in the context of both the Group's total results and the
underlying(1) loss from associates of £0.6 million. The resulting brand
impairment, which had no cash impact, was recorded within non-underlying(1)
items in the income statement based on its significance, nature and expected
infrequency.
Carlsberg Marston's Limited also recognised an onerous contract provision (of
which the Group's share was £3.5 million) during the prior period in relation
to a specific porterage contract that it held. The significant cost inflation
experienced from the cost-of-living crisis, alongside the increases in
distribution costs over and above what was reasonably anticipated led to an
acute and short-term (rather than business-as-usual) environment of cost
inflation which required an onerous provision to be recorded for this specific
contract. The onerous contract provision of £3.5 million was material in the
context of the underlying(1) loss from associates of £0.6 million. The
resulting onerous contract provision, which had no cash impact, was recorded
within non-underlying(1) items in the income statement based on its
significance, nature and expected infrequency.
Impact of taxation
The current tax credit relating to the above non-underlying(1) items amounts
to £0.5 million (2024: £0.1 million). The deferred tax charge relating to
the above non-underlying(1) items amounts to £0.6 million (2024: credit of
£6.6 million).
NOTES (CONTINUED)
5 FINANCE COSTS AND INCOME
29 March 30 March
2025 2024
£m £m
Finance costs
Bank borrowings 5.8 13.6
Securitised debt 17.8 16.9
Lease liabilities 9.5 9.6
Other lease related borrowings 11.6 11.4
Other interest payable and similar charges 0.4 2.0
Total finance costs 45.1 53.5
Finance income
Finance lease and other interest receivable (0.8) (0.6)
Total finance income (0.8) (0.6)
Interest rate swap movements
Hedge ineffectiveness on cash flow hedges (net of cash paid) - (0.6)
Change in carrying value of interest rate swaps (6.0) 22.2
Transfer of hedging reserve balance in respect of discontinued hedges 3.5 4.2
(2.5) 25.8
Net finance costs from continuing operations 41.8 78.7
6 TAXATION
The underlying(1) taxation charge for the 26 weeks ended 29 March 2025 has
been calculated by applying an estimate of the underlying(1) effective tax
rate for the 52 weeks ending 27 September 2025 of 26.8% (26 weeks ended 30
March 2024: 100.0%).
29 March 30 March
2025 2024
Continuing operations £m £m
Current tax 1.1 (0.1)
Deferred tax 4.1 (6.8)
5.2 (6.9)
The taxation charge includes a current tax credit of £0.5 million (2024:
£0.1 million) and a deferred tax charge of £0.6 million (2024: credit of
£6.6 million) relating to the tax on non-underlying(1) items.
The Group set out in Note 7 of its 2024 Annual Report and Accounts that UK
legislation adopting the Pillar Two rules will apply to the Group for the 52
weeks ended 27 September 2025 onwards. Based on the analysis derived from data
in respect of current and prior periods, the Group's potential exposure to
Pillar Two taxes is not expected to be material.
The Group has applied the temporary exception under IAS 12 'Income Taxes' in
relation to the accounting for deferred taxes arising from the implementation
of the Pillar Two rules.
NOTES (CONTINUED)
7 DISCONTINUED OPERATIONS
On 8 July 2024, the Group announced the sale of its remaining non-core brewing
assets, with a binding agreement to sell the whole of its 40% interest in
Carlsberg Marston's Limited to a subsidiary of Carlsberg A/S for £206.0
million in cash. The transaction subsequently completed on 31 July 2024.
The Directors considered that Carlsberg Marston's Limited constituted a
separate major line of business that had been disposed of and as a result met
the criteria to be classified as a discontinued operation. The interest in
Carlsberg Marston's Limited was not previously classified as held for sale or
within discontinued operations. As such the income statement for the 26 weeks
ended 30 March 2024 has been restated to show discontinued operations
separately from continuing operations.
Results of discontinued operations
26 weeks to 29 March 2025 26 weeks to 30 March 2024 52 weeks to
28 September
2024
Non- Non- Total
Underlying(1) underlying(1) Total Underlying(1) underlying(1) Total £m
£m £m £m £m £m £m
Revenue - - - - - - -
Net operating expenses - - - - - - -
Loss from associates - - - (0.6) (16.0) (16.6) (16.1)
Operating loss - - - (0.6) (16.0) (16.6) (16.1)
Net finance costs - - - - - - -
Loss before taxation - - - (0.6) (16.0) (16.6) (16.1)
Taxation - - - - - - -
Loss for the period attributable to equity shareholders - - - (0.6) (16.0) (16.6) (16.1)
Impairment of investment in associates - - - - - - (8.0)
Loss on disposal of associates - - - - - - (11.9)
Loss from discontinued operations - - - (0.6) (16.0) (16.6) (36.0)
Non-underlying(1) operating items in the prior period relate to an impairment
in relation to some of the ale brands and an onerous contract provision in
relation to a specific porterage contract held by Carlsberg Marston's Limited.
Cash flows from discontinued operations
26 weeks to 26 weeks to 52 weeks to
29 March 30 March 28 September
2025 2024 2024
£m £m £m
Net cash inflow from operating activities - 13.8 13.8
Net cash (outflow)/inflow from investing activities (2.8) - 205.5
Net cash outflow from financing activities - - -
Net (decrease)/increase in cash and cash equivalents (2.8) 13.8 219.3
During the 52 weeks to 28 September 2024, a loss on disposal of £11.9 million
arose on the disposal of Carlsberg Marston's Limited, being the difference
between the net disposal proceeds and the carrying amount of the investment in
the associate of £214.5 million.
Details of related party transactions with Carlsberg Marston's Limited from 1
October 2023 to 31 July 2024 are as follows:
Transaction amount Balance outstanding
29 March 30 March 29 March 28 September
2025 2024 2025 2024
£m £m £m £m
Purchase of goods - (85.1) - -
Dividends from associate - 13.8 - -
NOTES (CONTINUED)
8 EARNINGS PER ORDINARY SHARE
Basic earnings/(loss) per share is calculated by dividing the profit/(loss)
attributable to equity shareholders by the weighted average number of ordinary
shares in issue during the period, excluding treasury shares and those held on
trust for employee share schemes. Underlying(1) earnings/(loss) per share
figures are presented to exclude the effect of non-underlying(1) items.
For diluted earnings per share, the weighted average number of ordinary shares
in issue is adjusted to assume conversion of all dilutive potential ordinary
shares. These represent share options granted to employees where the exercise
price is less than the weighted average market price of the Company's shares
during the period.
In the prior period in accordance with IAS 33 'Earnings per Share' the
potential ordinary shares were not dilutive as their inclusion would reduce
the loss per share for continuing operations.
29 March 2025 30 March 2024 (restated)(2)
Earnings Per share Earnings Per share
amount amount
£m p £m p
Basic earnings/(loss) per share
Total 14.3 2.3 (36.6) (5.8)
Continuing 14.3 2.3 (20.0) (3.2)
Discontinued - - (16.6) (2.6)
Diluted earnings/(loss) per share
Total 14.3 2.1 (36.6) (5.8)
Continuing 14.3 2.1 (20.0) (3.2)
Discontinued - - (16.6) (2.6)
Underlying(1) earnings/(loss) per share figures
Basic underlying(1) earnings/(loss) per share
Total 13.9 2.2 (0.6) (0.1)
Continuing 13.9 2.2 - -
Discontinued - - (0.6) (0.1)
Diluted underlying(1) earnings/(loss) per share
Total 13.9 2.1 (0.6) (0.1)
Continuing 13.9 2.1 - -
Discontinued - - (0.6) (0.1)
29 March 30 March
2025 2024
m m
Basic weighted average number of shares 633.4 633.5
Dilutive potential ordinary shares 31.8 -
Diluted weighted average number of shares 665.2 633.5
9 PROPERTY, PLANT AND EQUIPMENT
£m
Net book amount at 29 September 2024 2,069.0
Additions 32.3
Net transfers to assets held for sale and disposals (2.7)
Depreciation and other movements (20.1)
Net book amount at 29 March 2025 2,078.5
£m
Net book amount at 1 October 2023 2,064.8
Additions 23.5
Net transfers to assets held for sale and disposals (14.8)
Depreciation and other movements (20.1)
Net book amount at 30 March 2024 2,053.4
Capital expenditure authorised and committed at the period end but not
provided for in this interim financial information was £1.3 million (at 28
September 2024: £1.0 million).
NOTES (CONTINUED)
9 PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
The Group's effective freehold land and buildings are revalued by external
independent qualified valuers on an annual basis using open market values so
that the carrying value of an asset does not differ significantly from its
fair value at the balance sheet date. The last external valuation of the
Group's effective freehold land and buildings was performed at 30 June 2024.
During the current period the Group has performed an assessment for
significant changes that could impact the value of its effective freehold land
and buildings at the balance sheet date. The Group's recent trading
performance supports the forecasts which determined Fair Maintainable Trade at
30 June 2024. Disposal proceeds during the 26 weeks to 29 March 2025 were in
line with book value and property multiples adopted in the prior period
revaluation are supported by the current property market. As such, no internal
valuation has been performed as at the balance sheet date.
A reasonably possible increase of 10% in the multiple would increase the fair
value by £174.2 million and a reasonably possible decrease of 10% in the
multiple would decrease the fair value by £174.2 million. A reasonably
possible increase of 4% in the fair maintainable trade would increase the fair
value by £69.7 million and a reasonably possible decrease of 4% in the fair
maintainable trade would decrease the fair value by £69.7 million. These are
based on the top ends of observable multiples achieved in the market and
historic movements in the average fair maintainable trade.
Leasehold properties, comprising leasehold land and buildings and associated
fixtures, fittings, tools and equipment and computer software, are held under
the cost model. During the current period the Group has performed an
assessment for indicators of impairment which concluded that the Group is not
required to perform a further review of impairment. As set out on page 112 of
the 2024 Annual Report and Accounts, the 2024 impairment charge/reversal
exhibited minimal sensitivity to changes in key assumptions.
10 FINANCIAL INSTRUMENTS
The only financial instruments which the Group holds at fair value are
derivative financial instruments, which are classified as at fair value
through profit or loss or derivatives used for hedging.
Fair value hierarchy
IFRS 13 'Fair Value Measurement' requires fair value measurements to be
recognised using a fair value hierarchy that reflects the significance of the
inputs used in the measurements, according to the following levels:
Level 1 - unadjusted quoted prices 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 or indirectly.
Level 3 - inputs for the asset or liability that are not based on observable
market data.
The tables below show the levels in the fair value hierarchy within which fair
value measurements have been categorised:
29 March 2025 28 September 2024
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Assets as per the balance sheet £m £m £m £m £m £m £m £m
Derivative financial instruments - 1.2 - 1.2 - 0.4 - 0.4
29 March 2025 28 September 2024
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Liabilities as per the balance sheet £m £m £m £m £m £m £m £m
Derivative financial instruments - 52.4 - 52.4 - 59.4 - 59.4
There were no transfers between Levels 1, 2 and 3 fair value measurements
during the current or prior period. The Level 2 fair values of derivative
financial instruments have been obtained using a market approach and reflect
the estimated amount the Group would expect to pay or receive on termination
of the instruments, adjusted for the Group's own credit risk. The Group
utilises valuations from counterparties who use a variety of assumptions based
on market conditions existing at each balance sheet date. The fair values are
highly sensitive to the inputs to the valuations, such as discount rates,
analysis of credit risk and yield curves.
The fair values of all the Group's other financial instruments are equal to
their book values, with the exception of borrowings. The carrying amount less
impairment provision of finance lease receivables, trade receivables and other
receivables, and the carrying amount of other cash deposits, cash and cash
equivalents, trade payables and other payables, are assumed to approximate
their fair values. The carrying amount (excluding unamortised issue costs) and
the fair value of the Group's borrowings are as follows:
Carrying amount Fair value
29 March 28 September 29 March 28 September
2025 2024 2025 2024
£m £m £m £m
Bank borrowings 40.0 35.0 40.0 35.0
Securitised debt 540.8 562.3 499.9 502.9
Lease liabilities 371.3 373.7 371.3 373.7
Other lease related borrowings 361.7 361.7 361.7 361.7
Preference shares 0.1 0.1 0.1 0.1
1,313.9 1,332.8 1,273.0 1,273.4
NOTES (CONTINUED)
11 NET DEBT
29 March 28 September
2025 2024
Analysis of net debt £m £m
Cash and cash equivalents
Cash at bank and in hand 31.2 44.4
31.2 44.4
Financial assets
Other cash deposits 1.1 1.1
1.1 1.1
Debt due within one year
Bank borrowings 1.8 2.5
Securitised debt (44.7) (43.5)
Lease liabilities (17.6) (17.7)
Other lease related borrowings 0.5 0.5
(60.0) (58.2)
Debt due after one year
Bank borrowings (37.6) (33.0)
Securitised debt (494.1) (516.7)
Lease liabilities (353.7) (356.0)
Other lease related borrowings (339.2) (338.9)
Preference shares (0.1) (0.1)
(1,224.7) (1,244.7)
Net debt (1,252.4) (1,257.4)
29 March 28 September
2025 2024
£m £m
Net debt excluding lease liabilities (881.1) (883.7)
Lease liabilities (371.3) (373.7)
Net debt (1,252.4) (1,257.4)
Other cash deposits and cash and cash equivalents include comprises deposits
securing letters of credit for reinsurance contracts. Included within cash and
cash equivalents is an amount of £5.5 million (28 September 2024: £5.5
million), which relates to collateral held in the form of cash deposits. These
amounts are considered to be restricted cash. In addition, any cash held in
connection with the securitised business is governed by certain restrictions
under the covenants associated with the securitisation.
29 March 30 March
2025 2024
Reconciliation of net cash flow to movement in net debt £m £m
Decrease in cash and cash equivalents in the period (13.2) (1.3)
Increase in other cash deposits - 0.1
Cash outflow from movement in debt 20.8 31.7
Net cash inflow 7.6 30.5
Non-cash movements and deferred issue costs (2.6) (1.2)
Movement in net debt in the period 5.0 29.3
Net debt at beginning of the period (1,257.4) (1,565.8)
Net debt at end of the period (1,252.4) (1,536.5)
12 SIGNIFICANT EVENTS AND TRANSACTIONS
Detail regarding significant events and transactions that have taken place
since 28 September 2024 is provided outside of the interim financial
statements in the Performance and Financial Review.
13 ORDINARY DIVIDENDS ON EQUITY SHARES
An interim dividend has not been proposed for the current period. No interim
dividend was paid for the prior period.
NOTES (CONTINUED)
14 PRINCIPAL RISKS AND UNCERTAINTIES
The Group set out on pages 37 to 41 of its 2024 Annual Report and Accounts the
principal risks and uncertainties that could impact its performance. These
risks and uncertainties were as follows:
Uncertain Economic and Political Outlook
There is a risk that an uncertain economic or political outlook could
adversely impact market demand and consumer confidence. Ongoing geopolitical
conflicts in Ukraine and the Middle East and the recent US election may also
result in structural inflation which in turn may impact our cost base,
including utilities, construction materials and food.
Wider legislative and policy changes can also impact our business, including
increased taxes leading to a decrease in consumer spending and uncertainty in
terms of both the cost of living and the wider economic outlook.
Strategy Delivery and Business Transformation
The Company strategy was developed following a forensic review of consumer
trends and sector dynamics. Nevertheless, as with any business change, there
is a risk of being unable to deliver major transformational projects on time
or realising the full benefit due to the volume or pace of change. This
particularly refers to the deployment of capital projects to deliver
differentiated formats and upgrading technology to deliver digital
transformation. Organisational capability and dependencies may also pose a
risk which is linked to the speed of change and potential operational impact
of business transformation. The Board recognises that the development of our
leaders is critical to ensuring the right culture and behaviours are embedded
and to ensure we have and maintain the right skills and capability to meet our
strategic plan.
Strategy-related risks are elevated for the next 12 months due to the number
of dependencies and number of changes in a relatively short timeframe.
Information Technology and Data Security
The effective operation of many aspects of our business depends upon the
Company's IT network. All businesses are subject to continuously evolving
methods of cyber threat, including targeting vulnerable businesses with data
theft, denial of service attacks, fraud and malware. The risks posed by
cyber-attacks are wide ranging and can include loss of revenue, reputation and
consumer trust, regulatory fines and an adverse impact on the Company's share
price.
Environment, Social and Governance
As a business we can be impacted by environmental issues such as climate
change, water shortages, inability to meet carbon targets and social issues,
such as lack of diversity, and social trends such as changing lifestyle
choices.
Our plans to achieve Net Zero are also fundamentally dependent upon the
Government's ability to provide renewable energy at an affordable price.
Transition remains a challenge for our business, and those within our supply
chain, if the cost to transition remains high and availability for renewable
energy and green technology are not improved. Uncertainty as to how these
collective risks will evolve and any impact on delivering on our commitments
and embedding them within our business model, could impact our reputation and
our financial performance.
There is a risk that within our supply chain a third-party product is supplied
which is unethical which in turn could impact our reputation and
sustainability credentials.
Talent Attraction, Retention and Related Employment Costs
Whilst some of the structural challenges facing the labour market in
hospitality have largely stabilised, organisational changes can lead to
uncertainty and specific skills and experience are required to deliver our
strategic priorities.
The National Minimum Wage and National Insurance increases recently announced
by the Government will result in higher operating costs for both
the Company and our Pub Partners, which in turn has an impact on our profit
and margin.
New legislation such as the Employment Rights Bill 2024 includes additional
provisions which are likely to further increase our operating costs, and
significant regulatory change presents risks associated with adverse publicity
and loss of revenue in the event of compliance failures.
Health and Safety, Food Safety
The safety of our guests and employees is our number one priority, and a major
health and safety or food safety breach could lead to serious injury or loss
of life. This could be due to a failure in safety standards, supply chain
issues or poor hygiene standards, and could lead to adverse publicity, loss of
revenue, reputational damage and criminal sanctions and fines.
Liquidity And Compliance with Financial Covenants
Whilst inflationary pressures have eased, interest rates remain high.
Following the disposal of Carlsberg Marston's Limited in July 2024, the
Group's net debt was reduced significantly, resulting in a relaxation of some
of the financial covenants and, consequently, the risk of breach has also
reduced.
Nevertheless, there remains a risk that financial covenants are breached due
to circumstances beyond our control, for example, a change in the economic
climate leading to reduced consumer confidence and Group liquidity. As
documented in the Going Concern assessment the Board has
assessed a severe but plausible downside scenario with headroom against all
covenants and there is sufficient liquidity, therefore the overall risk is
decreasing.
Business Continuity
Business continuity can be threatened by unforeseen events impacting upon our
ability to trade or compete effectively and reducing our operational
effectiveness. The risk could result from disruption to our IT systems or
supply chain.
There is a possibility that another form of pandemic could occur in the
future. The severity of such a pandemic upon human health and the duration and
impact of measures taken to reduce the circulation of infection are difficult
to predict. Whilst the risk of pandemic in the short term is deemed low,
we recognise that this risk has the singular capability to shut all pubs with
little warning.
NOTES (CONTINUED)
15 ALTERNATIVE PERFORMANCE MEASURES (APMs)
In addition to statutory financial measures, these interim results include
financial measures that are not defined or recognised under IFRS, all of which
the Group considers to be alternative performance measures (APMs). APMs should
not be regarded as a complete picture of the Group's financial performance,
which the Group presents within its total results.
The APMs are used by the Board and management to analyse operational and
financial performance and track the Group's progress against long-term
strategic plans. The APMs provide additional information to investors and
other external shareholders to enhance their understanding of the Group's
results and facilitate comparison with industry peers.
Definitions of APMs, along with the reconciliation of the APMs used to the
Group's strategy, remain unchanged from the 2024 Annual Report and Accounts,
commencing on page 141 of that report.
The Group's financial results and cash flows have historically been subject to
seasonal trends between the first and second half of the financial year.
Traditionally, the second half of the financial year sees higher revenue and
profitability, as a result of better weather conditions. There is no assurance
that this trend will continue in the future.
Condensed cash flow statement with APM subtotals
Interim financial information reference 29 March 30 March 28 September
2025 2024 2024
£m
£m £m
Underlying(1) EBITDA 85.9 74.9 193.0
Non-underlying(1) EBITDA (2.0) (16.9) (32.0)
Total EBITDA 83.9 58.0 161.0
Non-cash movements Cash flow statement 1.3 17.1 32.7
Decrease in provisions and other non-current liabilities Cash flow statement (0.1) (0.4) (0.9)
Cash adjusted total EBITDA 85.1 74.7 192.8
Income tax received Cash flow statement - 0.1 0.1
Working capital movement Cash flow statement (3.0) 6.0 8.2
Difference between defined benefit pension contributions paid and amounts Cash flow statement (0.7) (3.7) (7.5)
charged
Net cash inflow from operating activities (excluding dividends from 81.4 77.1 193.6
associates)
Net interest paid and finance lease capital repayments received (42.8) (48.3) (98.2)
Purchase of property, plant and equipment and intangible assets Cash flow statement (31.0) (21.7) (46.2)
Arrangement costs of bank facilities and swap termination costs (0.9) - (5.6)
Purchase of own shares Cash flow statement (0.8) - -
Recurring free cash flow 5.9 7.1 43.6
Dividends from associates Cash flow statement - 13.8 13.8
Sale of property, plant and equipment and assets held for sale Cash flow statement 4.5 9.6 46.9
Disposal of associate Cash flow statement (2.8) - 205.5
Net cash flow 7.6 30.5 309.8
Cash outflow from movement in debt Note 11 (20.8) (31.7) (293.9)
(Increase)/decrease in other cash deposits Note 11 - (0.1) 2.0
Net (decrease)/increase in cash and cash equivalents Cash flow statement (13.2) (1.3) 17.9
Loan to value
Interim financial information reference 29 March 28 September
2025 2024
£m
£m
Securitised pubs and lodges 1,152.7 1,145.9
Non-securitised effective freehold pubs and lodges 622.5 618.5
1,775.2 1,764.4
Non-securitised leasehold pubs and lodges 281.8 282.8
Other non-core properties and administration assets 21.5 21.8
Property, plant and equipment total Note 9 2,078.5 2,069.0
Securitised debt due within one year Note 11 44.7 43.5
Securitised debt due after one year Note 11 494.1 516.7
538.8 560.2
Loan to value of securitised debt 47% 49%
Net debt excluding lease liabilities at end of the period Note 11 881.1 883.7
Loan to value of net debt excluding lease liabilities 50% 50%
NOTES (CONTINUED)
15 ALTERNATIVE PERFORMANCE MEASURES (APMs) (CONTINUED)
Like-for-like (LFL) sales
Interim financial information reference 26 weeks to 26 weeks to LFL
29 March 30 March
2025 2024
£m £m %
LFL retail sales 394.3 389.2 1.3
Non-LFL retail sales 5.2 7.4
Retail sales 399.5 396.6
Non-EPOS outlet revenue 15.6 14.4
Outlet sales Note 3 415.1 411.0
5 weeks to 5 weeks to LFL
3 May 4 May
2025 2024
£m £m %
LFL retail sales 88.3 79.9 10.5
Non-LFL retail sales 1.3 0.4
Retail sales 89.6 80.4
Net asset value (NAV) per share
Interim financial information reference 29 March 30 March 28 September 2024
2025 2024
Net assets (£m) Balance sheet 678.4 601.5 654.8
Number of shares outstanding (m) 632.8 633.5 633.8
NAV per share (£) 1.07 0.95 1.03
Underlying(1) operating margin and underlying(1) EBITDA margin (from
continuing operations)
26 weeks to 29 March 2025 26 weeks to 30 March 2024 52 weeks to 28 September 2024
Non- Non- Non-
Underlying(1) Underlying(1) Total Underlying(1) Underlying(1) Total Underlying(1) Underlying(1) Total
£m £m £m £m £m £m £m £m £m
Continuing operations
Operating profit 63.3 (2.0) 61.3 52.7 (0.9) 51.8 147.2 4.5 151.7
Depreciation and amortisation 22.6 - 22.6 22.8 - 22.8 45.3 - 45.3
EBITDA 85.9 (2.0) 83.9 75.5 (0.9) 74.6 192.5 4.5 197.0
Discontinued operations
Loss for the period from discontinued operations - - - (0.6) (16.0) (16.6) 0.5 (36.5) (36.0)
- - - (0.6) (16.0) (16.6) 0.5 (36.5) (36.0)
EBITDA for continuing and discontinued operations 85.9 (2.0) 83.9 74.9 (16.9) 58.0 193.0 (32.0) 161.0
Interim financial information reference 52 weeks to 52 weeks to
29 March 28 September 2024
2025
£m £m
Underlying EBITDA under IFRS 16 202.9 192.5
Net rental charge (21.9) (21.7)
Underlying EBITDA pre IFRS 16 181.0 170.8
Net debt including lease liabilities at end of the period Note 11 1,252.4 1,257.4
Net debt to EBITDA leverage including lease liabilities 6.2 6.5
Net debt excluding lease liabilities at end of the period Note 11 881.1 883.7
Net debt to EBITDA leverage excluding lease liabilities 4.9 5.2
NOTES (CONTINUED)
15 ALTERNATIVE PERFORMANCE MEASURES (APMs) (CONTINUED)
Underlying(1) operating margin and underlying(1) EBITDA margin (from
continuing operations) (continued)
Interim financial information reference 26 weeks to 29 March 2025 26 weeks to 52 weeks to
30 March 28 September 2024
2024
(restated)(2)
£m £m £m
Operating profit Income statement 61.3 51.8 151.7
Non-underlying(1) operating items Note 4 2.0 0.9 (4.5)
Underlying(1) operating profit 63.3 52.7 147.2
Depreciation and amortisation Cash flow statement 22.6 22.8 45.3
Underlying(1) EBITDA 85.9 75.5 192.5
Revenue Income statement 427.4 428.1 898.6
Underlying(1) operating margin 14.8% 12.3% 16.4%
Underlying(1) EBITDA margin 20.1% 17.6% 21.4%
16 INTERIM RESULTS
The interim results were approved by the Board on 13 May 2025.
17 COPIES
Copies of these results are available on the Marston's PLC website
(www.marstonspubs.co.uk (http://www.marstonspubs.co.uk) ) and on request from
the General Counsel & Company Secretary, Marston's PLC, St Johns House, St
Johns Square, Wolverhampton, WV2 4BH.
INDEPENDENT REVIEW REPORT TO MARSTON'S PLC
Conclusion
We have been engaged by Marston's PLC ('the Company') to review the condensed
set of financial statements of the Company and its subsidiaries (the 'Group')
in the half-yearly financial report for the period ended 29 March 2025 which
comprises the Group Income Statement, Group Statement of Comprehensive Income,
Group Cash Flow Statement, Group Balance Sheet, Group Statement of Changes in
Equity and related notes. We have read the other information contained in the
half-yearly financial report and considered whether it contains any apparent
material misstatements of fact or material inconsistencies with the
information in the condensed set of financial statements.
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 period ended 29 March 2025 is not prepared, in all
material respects, in accordance with International Accounting Standard 34,
"Interim Financial Reporting" as contained in UK-adopted International
Accounting Standards, 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" ('ISRE (UK) 2410') issued for use in
the United Kingdom. A review of interim financial information consists of
making enquiries, primarily of persons responsible for financial and
accounting matters, and applying analytical and other review procedures. A
review is substantially less in scope than an audit conducted in accordance
with International Standards on Auditing (UK) and consequently does not enable
us to obtain assurance that we would become aware of all significant matters
that might be identified in an audit. Accordingly, we do not express an audit
opinion.
As disclosed in note 1, the annual financial statements of the Group are
prepared in accordance with UK-adopted International Accounting Standards. The
condensed set of financial statements included in this half-yearly financial
report has been prepared in accordance with International Accounting Standard
34, "Interim Financial Reporting" as contained in UK-adopted International
Accounting Standards.
Conclusions Relating to Going Concern
Based on our review procedures, which are less extensive than those performed
in an audit as described in the Basis for Conclusion section of this report,
nothing has come to our attention to suggest that management have
inappropriately adopted the going concern basis of accounting or that
management have identified material uncertainties relating to going concern
that are not appropriately disclosed.
This conclusion is based on the review procedures performed in accordance with
ISRE (UK) 2410, however future events or conditions may cause the Group and
the Company to cease to continue as a going concern.
Responsibilities of Directors
The half-yearly financial report, is the responsibility of, and has been
approved by, the directors. The directors are responsible for preparing the
half-yearly financial report in accordance with International Accounting
Standard 34, "Interim Financial Reporting" as contained in UK-adopted
International Accounting Standards and 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 and the Company's ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the directors either intend to
liquidate the Group or 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
Conclusions 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 International
Standard on Review Engagements (UK) 2410 "Review of Interim Financial
Information performed by the Independent Auditor of the Entity". Our review
work has been undertaken so that we might state to the Company those matters
we are required to state to them 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.
RSM UK Audit LLP
Chartered Accountants
103 Colmore Row
Birmingham
B3 3AG
12 May 2025
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