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REG - Mears Grp PLC - Interim Results

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RNS Number : 3126U  Mears Group PLC  07 August 2025

Mears Group PLC

("Mears" or the "Group" or the "Company")

Interim Results for the 6 months ended 30 June 2025

Excellent first half performance; solid growth in Maintenance activities

and strengthening operating margin

 

Mears Group PLC, the leading provider of housing services to the public and
regulated sectors in the UK, announces its interim financial results for the
six months ended 30 June 2025 ("H1 2025").

 

Financial Highlights

·      Revenues reduced by 4% year-on-year to £559.4m (2024: £580.0m),
with some normalisation in the Group's Management-led activities, partially
offset by good revenue growth of 8% in Maintenance-led activities

·      Profit before tax increased by 5% to £32.0m (2024: £30.5m)

·      Operating margin (pre-IFRS 16) continued to strengthen to 5.6%
(2024: 5.2%)

·      Strong conversion of EBITDA to Operating cash reflecting cash
generative business model and quality of earnings

·      Cash conversion at 105% of EBITDA (2024: 119%)

·      Average daily net cash of £66.7m (2024: £66.4m)

·      Diluted EPS up 20% to 27.68p (2024: 23.12p) driven by profit
growth and share count reduction

·      Interim dividend of 5.60p (2024: 4.75p), an increase of 18%,
reflecting continued strong earnings and cash performance and Board's
confidence.

·      Completed fifth share buyback programme; £16.0m cash
consideration, 4.3m shares at an average price of 371p per share

                                          H1 2025   H1 2024   Change %
 Revenue                                  £559.4m   £580.0m   -4%
 Statutory profit before tax              £32.0m    £30.5m    +5%
 Adjusted operating margin (pre-IFRS 16)  5.6%      5.2%      40bps
 Diluted EPS                              27.68p    23.12p    +20%
 Interim dividend per share               5.60p     4.75p     +18%
 Average daily net cash*                  £67.7m    £66.4m    +2%

 

* - see Alternative Performance Measures for definitions and reconciliation to
statutory measures

 

Operational and Strategic Highlights

 

·      100% contract retention over the last 12-month period through
which the Group has secured new orders to a value approaching £1.5bn. Award
of the new contract with Milton Keynes City Council concluded this abnormally
busy period for contract rebids

·      Contract retention success rate is evidence of the strength of
the Group's service delivery and customer relationships

·      Successful mobilisation of a contract with Moat Homes, covering
c.22,000 properties in the South of England

·      New works secured with London Borough of Brent and Aberdeenshire
Council

·      Additional investment in people and technology as key enablers to
expand our capabilities to service and support the new emerging market
opportunities in Compliance and Asset Management

·      Investment in key account management to ensure that we are well
positioned when the existing AASC work comes up for re-procurement

 

 

Current trading and outlook

 

·      The business has continued to perform strongly. Increasing
confidence in growth momentum of Maintenance-led activities

·      The precise timing of the normalisation of AASC revenues remains
uncertain, but there is a clear political drive to see all hotel accommodation
exited during 2026, reflected in today's guidance

·      The Board expects adjusted profit before tax for the full year to
be modestly ahead of market expectations. This positive performance also gives
the Board increasing confidence in its expectations for the next financial
year

 

Dividend

 

·      Interim dividend of 5.60p will be payable on 2 October 2025 to
shareholders on the register of members at the close of business on 12
September 2025. The shares will go ex-dividend on 11 September 2025.

 

 

Lucas Critchley, Chief Executive Officer of the Group, commented:

"I am delighted to report a period of strong operational, financial and
strategic performance. We have continued to make progress against each of our
key strategic goals; delivering growth in maintenance activities, developing a
full compliance and asset management offer, and positioning the Group to
deliver additional housing services to Central Government.  Importantly, we
have continued to do the basics well, which underpins our drive for both
service excellence and strengthening commercial performance."

 

Certain information contained in this announcement would have constituted
inside information (as defined by Article 7 of Regulation (EU) No 596/2014)
("MAR") prior to its release as part of this announcement and is disclosed in
accordance with the Company's obligations under Article 17 of those
Regulations.

 For further information, contact:

 Mears Group PLC                    Tel: +44(0)1452 634 600
 Lucas Critchley
 Andrew Smith

 Deutsche Numis                     Tel: +44(0)207 260 1000
 Julian Cater
 Kevin Cruickshank

 Panmure Liberum                    Tel: +44(0)207 886 2500
 Tom Scrivens
 James Sinclair-Ford

 

About Mears

Mears is a leading provider of services to the Affordable Housing sector,
providing a range of services to individuals within their homes. We manage and
maintain around 450,000 homes across the UK and work predominantly with
Central Government and Local Government, typically through long-term
contracts. We equally consider the residents of the homes that we manage and
maintain to be our customers, and we take pride in the high levels of customer
satisfaction that we achieve.

Mears currently employs over 5,000 people and provides services in every
region of the UK. In partnership with our Housing clients, we provide property
management and maintenance services. Mears has extended its activities to
provide broader housing solutions to solve the challenge posed by the lack of
affordable housing and to provide accommodation and support for the most
vulnerable.

We focus on long-term outcomes for people rather than short-term solutions and
invest in innovations that have a positive impact on people's quality of life
and on their communities' social, economic, and environmental wellbeing. Our
innovative approaches and market leading positions are intended to create
value for our customers and the people they serve while also driving
sustainable financial returns for our providers of capital, especially our
shareholders.

 

BUSINESS REVIEW

The Board is delighted to report a period of strong operational, financial and
strategic progress.

Mears' strong customer centric approach, combined with a granular operational
focus, that is underpinned by our proprietary IT operating platform, remain
our key differentiators. The first half saw a continued drive for operational
excellence through further enhancements to our robust branch performance
review process which, as well as delivering further service improvements, has
also been a key driver of strengthening commercial performance and risk
management. A particular focus in the first half has been ensuring that the
strict disciplines demanded when self-delivering works are replicated when
services are delivered using our broader supply chain.

Our strong performance is underpinned by the quality of our employees who
continually demonstrate diligence, empathy and a dedication to deliver a great
service user experience, in an often-challenging work environment.

We have made good progress in the last 12 months on the delivery of our new
strategic plan (FY24 to FY28). This plan reinforced the Group's ambition to be
the leading provider of housing services to the public and regulated sectors
and identified significant untapped opportunities in those existing markets.
The Group has performed well against its key strategic goals. Key areas of
progress in the period have included:

·      The Group has reported 8% growth in our Maintenance-led
activities, reflecting the strong regulatory market drivers and underpinned by
a 100% contract retention over the last 12-month period. Our business plan
recognised the importance of contract retention, particularly during 2024/25
during which one third of the Group's maintenance activities were subject to a
re-procurement. The award of the new contract with Milton Keynes City Council
concluded this abnormally busy period of contract rebids, against which the
Group has secured new orders at a value approaching £1.5bn. The 100% contract
retention success rate is evidence of the strength of the Group's service
delivery and customer relationships.

 

The first half saw the mobilisation of a contract with Moat Homes, covering
c.22,000 properties in the South of England. This new contract is for a period
of 18 months, with an estimated contract value of £12m, under which Mears
will deliver responsive and voids maintenance services. The contract has
started strongly, with a marked improvement across a number of key operational
performance measures. The procurement for the long-term contract opportunity
has commenced.

 

In addition, the Group secured new works with London Borough of Brent and
Aberdeenshire Council, which is covered in greater detail below.

 

·      A key component of the Group's strategy is developing its
Compliance and Asset Management service offering. The building compliance
market is a significant opportunity, comprising six well-defined areas (gas,
asbestos, fire, electrical, water hygiene, lifts), plus increasing regulation
driving the development of a number of new tangible services (addressing damp,
mould & condensation). The market is complex, relatively fragmented and
largely single service led. The challenge and the opportunity to Mears, is to
provide a joined up, unified compliance model and to demonstrate the clear
benefits of this model to our customers. Compliance data needs to be combined
with broader asset management data, to enable a forward-thinking approach to
stock investment. Mears aims to be in a position to deliver to this broader
strategic requirement. During the first half, we have applied additional
investment in people and technology to develop this offer.

 

·      We place emphasis on ensuring that we are performing at a high
level and understanding the developing needs and requirements of Central
Government. It is important that our positive contribution is known and
understood by stakeholders. We have the ambition to deliver additional
housing, welfare and wraparound services to this key client group and we have
continued to invest in key account management to ensure that we are well
positioned when our existing work comes up for re-procurement.

 

The business plan recognised the need to make further investment in people and
technology as key enablers to deliver an accelerated program of IT development
and expand our capabilities to service and support the new and emerging market
opportunities.

 

OPERATIONAL REVIEW

                                             H1 2025  H1 2024  FY 2024

                                             £m       £m       £m
 Revenue
 Maintenance-led                             302.2    280.1    555.8
 Management-led                              257.2    299.9    576.7
 Total                                       559.4    580.0    1,132.5

 Operating profit measures:
 Statutory operating profit                  36.9     34.2     72.6
 Adjusted operating profit (pre-IFRS 16)(*)  31.6     30.3     63.6
 Operating profit margin (pre-IFRS 16)(*)    5.6%     5.2%     5.6%

 Profit before tax measures:
 Statutory profit before tax                 32.0     30.5     64.1

 

* - see Alternative Performance Measures for definitions and reconciliation to
statutory measures

 

Group revenues reduced by 4% year-on-year to £559.4m (2024: £580.0m).
However, Maintenance-led activities delivered 8% growth, with regulatory
market drivers increasing spend from the Group's Registered Provider clients
and further underpinned by the 100% contract retention achieved over the last
12 months. As anticipated, Management-led activities reduced by 14%, owing to
the continued normalisation of revenues relating to the Asylum Accommodation
and Support Contract. ('AASC') which reduced by some 20%. The other
Management-led activities delivered modest growth, predominantly from a
short-term contract to support the Afghan Relocation and Assistance Policy
('ARAP'), delivered for the MoD, which went live in January 2024 and is due to
conclude in November 2025.

 

Profit before tax increased by 5% to £32.0m (2024: £30.5m). The Group has
used a pure, unadjusted figure as its headline profit measure reflecting the
steady state of the business, and quality of the earnings.

 

The Group operating margin increased to 5.6% (2024: 5.2%). As detailed
previously, the reinvigorated branch performance review process has been a key
factor in the improved operating margins, challenging operational performance
and demanding strict adherence to business systems and processes. Whilst the
primary focus of these reviews is not financial, the impact upon margin and
working capital has been particularly pleasing. The Group has continued to
apply a disciplined approach to pricing, and this robust approach has also
been reinforced during recent contract re-bids.

 

Notwithstanding the strong progress on operating margins, April 2025 saw the
introduction of the increased rate to employer's National Insurance and a
reduction in the associated threshold, which is particularly significant in
respect of employees at the lower end of the pay scale. This change will
increase the Group's annual payroll cost by c.£5 million and the full-period
impact will be felt in the second half. Whilst this tax increase naturally
applies additional cost pressure, the increasing focus on branch performance
has created efficiency improvements to provide some margin protection.

 

 

OUR PEOPLE

Underpinning our strong performance is a motivated and engaged workforce.
Our levels of staff retention continue to strengthen, and we are committed to
growing our own talent and providing opportunities for internal progression.
We have invested in new technology to aid training and development which will
ensure we provide the opportunities for staff to develop the required
knowledge, skills and behaviour.

We continue to be future focused in our work with apprenticeships.  We have
increased our apprentice intake year on year, with 97% of those completing
their apprenticeship in the last 12 months achieving full time roles within
the Group.

Many of our apprentices come from disadvantaged backgrounds as we focus on
recruitment from our local communities, creating opportunities to improve
social mobility.  This year we have increased our work with schools,
delivering outreach programmes and initiatives aimed at improving
opportunities for young people. Our success in improving social mobility was
demonstrated in the Social Mobility Employer Index as we are now ranked in
19th place.

An increased focus and approach to supporting fairness and inclusion has
resulted in the implementation of a Recruitment Diversity Dashboard and
investment in employee networks to support key issues such as mental health.

BUSINESS DEVELOPMENT

During the first half, the Group secured new orders of £280m (excluding
extensions) with a bid success rate, by value, of over 80% (FY 2024: 41%
excluding North Lanarkshire). The Group's order book has been maintained at
£3.0bn; more importantly, the strong period of contract retention has
improved the near-term revenue visibility.

A key highlight in the first half was the successful retention of the new
Housing Repairs and Maintenance Works and Services Contract with Milton Keynes
City Council ('MKCC'). The MKCC partnership has been a flagship contract for
Mears since it was originally secured in 2016, and the award of the new
contract reflects the high-quality service that Mears has provided to the
residents of Milton Keynes for almost a decade. The new contract, which will
commence during August 2025, is valued at £230m over the initial period of
five years and will see the Group deliver both planned and reactive repairs
and maintenance works across the Council's housing stock. There is an option
for the Council to extend the contract for a further five years which would
increase the total contract value to an estimated £475m.

The Group secured a significant contract award with the London Borough of
Brent, a new customer relationship. The contract is for the provision of
responsive repairs and planned works to the client's housing stock of over
8,000 units and is valued at £39m for an initial period of five years, with
extension options for a further five years. The new contract will commence in
October 2025.

Mears' increased focus and ambition to develop and extend its standalone
capital works and retrofit capability was a key output from the strategic
review. This has resulted in the award of a contract with Aberdeenshire
Council which is valued at £30m over the initial four-year period, with an
option of an additional year extension. There is an active bid pipeline in
this area, and additional resource has been applied to increase capacity for
bidding and estimating. The Group is adopting a highly selective approach,
focusing on work opportunities that are more technical in nature and where
there is a lower weighting towards price.

The Social Housing Decarbonisation Fund ('SHDF') Wave 3 saw Mears submit
applications on behalf of clients that have secured £30m of grant funding,
contributing to over £60m of total works value to be delivered over the
course of 2026 and 2027. It is the grant funded element that represents new
value to the Group's order book as the remainder will be funded from existing
client budgets. There will be additional opportunities for the Group in Wave 4
of the SHDF funding applications.

The Government has commenced preliminary market engagement to validate the
strategy for future asylum procurement and the replacement of AASC. The timing
of any procurement and the precise structure for the future contract mechanism
is subject to change, with the new contract currently estimated to start in
September 2029. The Group considers itself to be well placed to play a role in
the long-term provision of services to this vulnerable service user group.

CASH FLOW AND WORKING CAPITAL MANAGEMENT

The Group has continued to deliver strong cash performance, with conversion of
EBITDA to operating cash in the first six months of 105% (2024: 119%). The
Group reported an adjusted net cash position at 30 June 2025 of £81.1m (2024:
£107.3m). Of greater significance is the day-to-day performance, with average
daily adjusted net cash for the first six months of £66.7m (2024: £66.4m).

EARNINGS PER SHARE ('EPS'), DIVIDEND AND CAPITAL ALLOCATION

Diluted EPS increased by 20% to 27.68p (2024: 23.12p). This improvement was
driven by a combination of an increase in profit (5%), a reduction in the
weighted average number of shares as a result of the share buyback programme
(13%), and a decrease in the non-controlling interest as a result of the new
North Lanarkshire contract sitting within a wholly-owned subsidiary (2%).

Positively, the business model carries a low capital expenditure and working
capital requirement. Notwithstanding the Group's balance sheet strength, the
Board recognises that maintaining a modest net cash position provides
reassurance to our key stakeholders.

Mears recognises the importance of supporting our Home Office client in
securing long-term residential accommodation to replace the use of short-term
contingent solutions. Whilst property leasing remains the Group's preferred
solution for sourcing properties, the Board has approved the allocation of
capital to support the requirements of the AASC and to ensure that good
quality property can be sourced across a wider dispersal area. During the
first half, the Group purchased £23.8m of property and expects to expend a
similar sum during the second half. On completion of this latest tranche, the
Executive team intends to complete a sale and leaseback whilst securing these
properties for the remainder of the AASC term.

Given the excellent trading performance of the Group, the continued strong
cash performance and the positive outlook, the Board is pleased to propose an
interim dividend of 5.60p per share (2024: 4.75p). The Board continues to
believe that a capital allocation policy combining a progressively growing
dividend within a cover range of 2.0-2.5x, with the return of any excess
capital via on-market buyback purchases of shares, remains appropriate. In the
short term, the Board may allow dividend cover to increase beyond the range
outlined above, aligning to profits trajectory.

During the first half, the Board approved a return of surplus capital of £16m
to shareholders, implemented through a buyback programme of on-market
purchases. This resulted in the purchase and cancellation of 4.3m ordinary
shares of 1p each at an average price of 371p. Over the last two years,
buybacks have reduced the Group's ordinary share count by 27.4m shares at an
average price of 325p and a total cash cost of £89m. In addition, the
Employee Benefit Trust ('EBT') holds 4.1m shares.

Our capital allocation policy remains consistent and prioritises the
allocation of capital to support our organic growth strategy, augmented by
modest strategic bolt-on acquisitions to further enhance our service offering
and accelerate the delivery of our plan. The allocation of capital for the
acquisition of properties to support the requirements of AASC, and the
anticipated unwind of contract liabilities referenced below, will absorb some
of the surplus cash. The strong cash generation underpins a progressive
dividend and other routes for returning surplus funds to shareholders remain
in focus.

OUTLOOK AND GUIDANCE

The business has continued to report strong performance. The Board is
increasingly confident in the growth momentum within its Maintenance-led
activities. The precise timing of the normalisation of AASC revenues remains
uncertain, but there is a clear political drive to see all hotel accommodation
exited during 2026 which is reflected in our guidance below.

                                      FY25                                                                           Medium term
 Revenue                              ·      Maintenance revenue growth of c.8-9%                                    ·      Maintenance revenue growth of c.5-9%

                                      ·      Management revenue reduction by £100m on FY24 (linked to AASC)          ·      Management revenue reduction by £125m in FY26 (on FY25) and

                                                                              £50m in FY27 (on FY26) (linked to AASC and ARAP)

 Operating margin                     ·      5.3-5.6% (pre-IFRS 16). Post-IFRS 16 margins c.90bps higher             ·      5.0-6.0% (pre IFRS 16).

                                      ·      Guidance absorbs additional investment in people and technology         ·      Post-IFRS 16 margins c.70-90bps higher.

                                                                                                                     ·      Reduction in overhead recovery as AASC revenues normalise,
                                                                                                                     mitigated by efficiency improvements
 Profit before Tax                    ·      Range of outcomes derived from revenue and margin guidance above        ·      Range of outcomes derived from revenue and margin guidance above

                                      ·      Finance income (pre-IFRS 16), c.£4m                                     ·      Finance income (pre-IFRS 16); expected to reduce from FY25 level.

                                                                              Linked to net cash balance.
                                      ·      PBT impact from IFRS 16, c.£4m charge

                                                                              ·      PBT impact from IFRS 16, c.£4.0m charge

 EBITDA to operating cash conversion  ·      c.80%                                                                   ·      100%

                                      ·      Anticipating unwind from elevated contract liabilities

 

The Group is well placed to deliver upper single digit percentage growth in
its Maintenance-led activities. The strong period of contract retention has
increased confidence further in this area. The new North Lanarkshire Council
contract is showing an upward trajectory which will continue into FY26. The
increased bid activity in respect of standalone capital works will augment
growth in this segment. The Group has four material contracts, with total
annual revenues of c.£75m, expiring in FY26 which are all subject to current
re-procurement. The Group feels well positioned on each re-bid.

 

In the short term, we are likely to see a reduction in revenues in the
Management-led division owing to some normalisation in AASC revenues and the
conclusion of works relating to ARAP. The primary focus within Asylum remains
on securing sufficient good quality, long-term residential property to remove
the requirement for short-term contingent solutions. The number of hotels in
use at 30 June has reduced to less than half the peak level, and further
hotels are expected to be exited during the third quarter. The Executive team
anticipates that Asylum revenues will continue to normalise through to the end
of FY26. The precise timing remains uncertain.

 

The strategic plan recognised the need to make further investment to expand
our capabilities to service and support the new and emerging market
opportunities. Investment in headcount will ensure that the Group has the
required range of capabilities to develop its Compliance and Asset Management
offer (35 heads, £1.8m), extend its contract bidding capabilities (5 heads,
£0.4m), and deliver an accelerated program of IT development (28 heads,
£1.7m). This is a relatively modest additional investment to support the
Group's organic growth. Given the timing of the new appointments, this
investment had little impact on the cost base in the first half. It is
anticipated that these positions will be fully onboarded by the end of 2025
and are already absorbed within market guidance for 2026.

 

The Board has previously indicated an ambition to maintain an operating margin
(on a pre-IFRS 16 basis) in the 5.0-6.0% range. Whilst the Group has stated
its desire to deliver top-line growth, the business remains highly selective
and disciplined in its approach, and operating margin remains a key metric.
The Executive team is mindful that the elevated Management-led revenues have
delivered additional economies of scale and an increased level of overhead
recovery, which has been a further factor behind an increasing operating
margin across recent periods. The Executive team is confident that, as the
elevated Management-led revenues normalise, and some of this increased
overhead recovery diminishes, that this can be partly mitigated by efficiency
improvements within the business.

 

Whilst the strong operating cash generation over recent periods reflects the
high quality of earnings, combined with strong working capital management, the
Group has enjoyed a timing benefit in respect of certain contractual
mechanisms linked to payments on account and gainshares which are reflected in
an elevated contract liabilities balance. This working capital benefit, which
has accrued over prior periods, is anticipated to materially unwind during the
second half of FY25, whilst the business is expected to continue to deliver
strong underlying cash generation.

 

ALTERNATIVE PERFORMANCE MEASURES ('APM')

 

The Interim Report includes both statutory and adjusted performance measures.
APMs are considered useful to stakeholders in assessing the underlying
performance of the business, adjusting for items that could distort the
understanding of performance in the year and between periods, and when
comparing the financial outputs to those of our peers. The APMs have been set
considering the requirements and views of the Group's investors and debt
funders, among other stakeholders. The APMs and KPIs are aligned to the
Group's strategy.

Reflecting the steady state of the business and the quality of the earnings,
the Group has used unadjusted profit before tax and earnings per share as its
headline profit measures. The Group makes regular reference throughout the
Interim Report to an adjusted operating profit, measured before the impact of
IFRS 16, and stated both in pounds (£) and as a percentage margin (%). This
adjusted measure is a key metric for the senior executive team when assessing
new contract opportunities and existing branch performance.

The Group also uses an adjusted net cash measure which excludes IFRS 16 lease
obligations from the statutory net debt measure. This is referenced in both a
spot measure (on 30 June and 31 December) and in a daily average.

These APMs should not be considered as a substitute for or superior to
International Financial Reporting Standards (IFRS) measures, and the Board has
reported both statutory and alternative measures with equal prominence
throughout the Interim Report.

The method of calculation and a reconciliation between each APM and the
relevant statutory measure are detailed below, together with an explanation as
to why management considers the APM to be useful in helping users to have a
better understanding of the Group's underlying performance. This section of
the Interim Report also provides additional analysis to give the user an
easier route to understand underlying performance and deriving their own
profit and EBITDA measures.

                                                                  H1 2025  H1 2024   FY 2024

                                                                  £'000    £'000     £'000
 Profit before tax                                         32,046          30,507    64,141
 IFRS 16 profit impact                                     1,631           1,911     3,744
 Finance income (non-IFRS 16)                              (2,107)         (2,085)   (4,275)
 Adjusted operating profit pre-IFRS 161                    31,570          30,333    63,610
 Amortisation of software and acquisition intangibles      1,136           1,165     2,244
 Depreciation and loss on disposal (non-IFRS 16)2          3,415           4,627     7,574
 EBITDA pre-IFRS 161                                       36,121          36,125    73,428
 IFRS 16 profit impact                                     (1,631)         (1,911)   (3,744)
 Finance costs (IFRS 16)                                   6,922           5,808     12,693
 Depreciation, loss on disposal and impairment (IFRS 16)3  33,422          29,391    62,733
 EBITDA post-IFRS 161                                      74,834          69,413    145,110
 Amortisation of software and acquisition intangibles      (1,136)         (1,165)   (2,244)
 Depreciation, loss on disposal and impairment (IFRS 16)3  (33,422)        (29,391)  (62,733)
 Depreciation and loss on disposal (non-IFRS 16)2          (3,415)         (4,627)   (7,574)
 Operating profit post-IFRS 161                            36,861          34,230    72,559

 

1     Operating profit and EBITDA measures include share of profits of
associates.

2    Includes loss on disposal of £749,000 (H1 2024: £262,000, FY 2024:
£508,000). The FY 2024 figure also includes loss on sale and leaseback of
£283,000.

3    Includes profit on disposal of £43,000 (H1 2024: £nil, FY 2024:
£150,000) and impairment of £nil (H1 2024: £nil, FY 2024: £633,000).

 

The Directors use the Operating profit pre-IFRS 16 measure to generate the
Group's headline operating margin. Whilst this generates a lower operating
margin, it reflects how the underlying contracts have been tendered, how the
senior executive team assess performance, and is also more aligned to the
underlying cash generation. In addition, this measure is also used for the
purposes of assessing the Group's compliance with its banking covenants, which
utilise pre-IFRS 16 measures.

                                         H1 2025  H1 2024  FY 2024

                                         £'000    £'000    £'000
 Revenue                                 559,384  580,043  1,132,510

 Operating profit1                       36,861   34,230   72,559
 Operating profit margin %               6.6%     5.9%     6.4%

 Adjusted operating profit pre IFRS 161  31,571   30,333   63,610
 Adjusted operating margin %             5.6%     5.2%     5.6%

1         Operating profit includes share of profits of associates.

 

 

IFRS 16 impact upon profit before tax

The profit impact in respect of IFRS 16, which was included within the APM
analysis above, is detailed below:

                                                                      H1 2025   H1 2024   2024

                                                                      £'000     £'000     £'000
 Charge to income statement on a post-IFRS 16 basis                   (40,344)  (34,399)  (74,793)
 Charge to income statement on a pre-IFRS 16 basis                    (38,713)  (33,288)  (71,682)
 Profit impact from the application of IFRS 16 and before impairment  (1,631)   (1,111)   (3,111)
 Impairment of right of use assets                                    -         (800)     (633)
 Profit impact from the application of IFRS 16                        (1,631)   (1,911)   (3,744)

 

Adjusted net cash

 

The Group excludes the financial impact of IFRS 16 from its adjusted net cash
measure. This adjusted net cash measure has been introduced to align the net
borrowing definition to the Group's banking covenants, which are required to
be stated before the impact of IFRS 16.

The Group does not recognise lease obligations as traditional debt instruments
given a significant proportion of these leases have break provisions which
allow the Group to cancel the associated lease obligation with minimal
associated cost. A reconciliation between the net debt and the adjusted
measure is detailed below:

                                                      H1 2025    H1 2024    FY 2024

                                                      £'000      £'000      £'000
 Adjusted net cash (being cash and cash equivalents)  81,138     107,264    91,404
 Lease liabilities (current)                          (67,125)   (51,416)   (66,861)
 Lease liabilities (non-current)                      (232,844)  (209,634)  (230,641)
 Net debt (including IFRS 16 lease obligations)       (218,831)  (153,786)  (206,098)

 

In addition to the average daily net cash measure, the Group also measures the
cash inflow from operating activities as a proportion of EBITDA and this cash
conversion percentage is a key performance measure, reflecting the Group's
ability to convert profit into cash. The Board targets a measure of more than
90%, and performance that is greater than 100% is considered outstanding. The
strength of the Group's operating cash flows reflects both the underlying
quality of the earnings, and the Group's operating systems which underpin a
strong cash culture.

 

                                        H1 2025  H1 2024  FY 2024

                                        £'000    £'000    £'000
 EBITDA                                 74,834   69,411   145,110
 Cash inflow from operating activities  78,821   82,489   146,208
 Cash conversion %                      105%     119%     101%

 

Statutory profit before tax

The Board believes that the statutory Profit before tax measure is a true
reflection of the underlying performance of the business, and no alternative
measure is considered necessary or appropriate. The Board recognises that any
reported profit will include singular components which, in isolation, may be
considered unusual, infrequent, non-recurring or non-underlying. Additional
detail is disclosed separately within the notes to the financial statements,
and these provide a better understanding as to the underlying performance in
the period.

 

                                                                                H1 2025  H1 2024  FY 2024

                                                                                £'000    £'000    £'000
 Impairment of right of use assets                                              -        -        (633)
 Amortisation of acquired intangibles                                           (122)    (122)    (245)
 Loss on sale and leaseback transaction                                         -        -        (283)
 Increase in fair value of other investments                                    650      -        785
 Onerous contract provisions (provided in period less amounts released unused)  -        -        (759)
 Legal provisions (provided in period less amounts released unused)             -        (850)    (4,792)
 Settlements on exiting LGPS pension schemes                                    -        -        2,413

 

Half-year condensed consolidated statement of profit or loss

For the six months ended 30 June 2025

                                                   Note  Six months ended 30 June 2025 (unaudited) £'000   Six months ended 30 June 2024 (unaudited)  Year

£'000

                                                                                                                                                       ended 31 December 2024

                                                                                                                                                      (audited)

£'000

 Sales revenue                                     3     559,384                                           580,043                                    1,132,510
 Cost of sales                                           (429,567)                                         (447,310)                                  (879,257)
 Gross profit                                            129,817                                           132,733                                    253,253
 Administrative expenses                                 (93,411)                                          (99,137)                                   (181,708)
 Operating profit                                        36,406                                            33,596                                     71,545
 Share of profits of associates                          455                                               633                                        1,014
 Finance income                                    5     2,491                                             2,526                                      5,367
 Finance costs                                     5     (7,306)                                           (6,248)                                    (13,785)
 Profit for the period before tax                        32,046                                            30,507                                     64,141
 Tax expense                                       6     (8,421)                                           (7,358)                                    (17,205)
 Profit for the period from continuing operations        23,625                                            23,149                                     46,936
 Attributable to:
 Owners of Mears Group PLC                               23,754                                            22,725                                     46,526
 Non-controlling interest                                (129)                                             424                                        410
 Profit for the period                                   23,625                                            23,149                                     46,936
 Earnings per share
 Basic                                             8     28.62p                                            23.63p                                     50.27p
 Diluted                                           8     27.68p                                            23.12p                                     48.86p

All results are in respect of continuing operations.

The accompanying notes form an integral part of these condensed consolidated
financial statements.

 

Half-year condensed consolidated statement of comprehensive income

For the six months ended 30 June 2025

                                                                               Note  Six months ended 30 June 2025  Six months ended 30 June 2024  Year

                                                                                     (unaudited) £'000              (unaudited)                    ended 31 December 2024

£'000

                                                                                                                                                   (audited)

£'000
 Profit for the period                                                               23,625                         23,149                         46,936
 Other comprehensive income:
 Which will not be subsequently reclassified to the Consolidated Statement of
 Profit or Loss:
 Actuarial gain/(loss) on defined benefit pension scheme                             831                            411                            2,665
 Pension guarantee asset movements in respect of actuarial gain                      (183)                          -                              (516)
 (Decrease)/increase in deferred tax asset in respect of defined benefit             (162)                          (103)                          (537)
 pension schemes
 Other comprehensive income for the period                                           486                            308                            1,612
 Total comprehensive income for the period                                           24,111                         23,457                         48,548
 Attributable to:
 Owners of Mears Group PLC                                                           24,240                         23,033                         48,138
 Non-controlling interest                                                            (129)                          424                            410
 Total comprehensive income for the period                                           24,111                         23,457                         48,548

All results are in respect of continuing operations.

The accompanying notes form an integral part of these condensed consolidated
financial statements.

 

Half-year condensed consolidated balance sheet

As at 30 June 2025

                                                                   Note  As at 30                       As at 30                       As at 31 December 2024 (audited)

£'000
                                                                         June 2025 (unaudited) £'000    June 2024 (unaudited) £'000
 Assets
 Non-current
 Goodwill                                                                121,868                        121,868                        121,868
 Intangible assets                                                       5,873                          6,552                          6,244
 Property, plant and equipment                                           61,757                         51,930                         38,836
 Right of use assets                                                     273,619                        237,868                        272,171
 Investments                                                             3,380                          1,108                          2,274
 Loan notes                                                              10,414                         4,669                          10,195
 Pension and other employee benefits                               15    24,504                         21,577                         23,245
                                                                         501,415                        445,572                        474,833
 Current
 Inventories                                                             1,452                          792                            1,173
 Trade and other receivables                                       9     149,803                        133,190                        133,205
 Current tax assets                                                      502                            -                              730
 Cash and cash equivalents                                               81,138                         107,264                        91,404
                                                                         232,895                        241,246                        226,512
 Total assets                                                            734,310                        686,818                        701,345
 Equity
 Equity attributable to the shareholders of Mears Group PLC
 Called up share capital                                           13    865                            961                            908
 Share premium account                                                   2,641                          2,537                          2,581
 Share-based payment reserve                                             3,611                          2,184                          3,604
 Treasury shares                                                         (13,897)                       (9,517)                        (14,985)
 Merger reserve                                                          7,971                          7,971                          7,971
 Retained earnings                                                       183,267                        182,467                        184,028
 Total equity attributable to the shareholders of Mears Group PLC        184,458                        186,603                        184,107
 Non-controlling interest                                                3,229                          3,372                          3,358
 Total equity                                                            187,687                        189,975                        187,465
 Liabilities
 Non-current
 Pension and other employee benefits                               15    -                              52                             -
 Deferred tax liabilities                                                3,662                          3,340                          3,518
 Lease liabilities                                                       232,844                        209,634                        230,641
 Non-current provisions                                            11    9,529                          7,713                          9,765
                                                                         246,035                        220,739                        243,924

 

 Current
 Trade and other payables      10  226,734  214,377  192,278
 Lease liabilities                 67,125   51,416   66,861
 Provisions                    11  6,729    9,368    10,817
 Current tax liabilities           -        943      -
 Current liabilities               300,588  276,104  269,956
 Total liabilities                 546,623  496,843  513,880
 Total equity and liabilities      734,310  686,818  701,345

 

The accompanying notes form an integral part of these condensed consolidated
financial statements.

 

Half-year condensed consolidated cash flow statement

For the six months ended 30 June 2025

                                                                    Note   Six months ended 30 June 2025 (unaudited) £'000     Six months ended 30 June 2024 (unaudited)    Year ended 31 December 2024

£'000

                                                                                                                                                                           (audited)

£'000
 Operating activities
 Result for the period before tax                                         32,046                                              30,507                                       64,141
 Adjustments                                                        14    42,849                                              39,032                                       81,247
 Change in inventories                                                    (278)                                               671                                          290
 Change in trade and other receivables                                    (16,758)                                            (6,887)                                      (7,021)
 Change in trade, other payables and provisions                           20,962                                              19,166                                       7,551
 Cash inflow from operating activities before taxation                    78,821                                              82,489                                       146,208
 Taxes paid                                                               (6,800)                                             (6,775)                                      (17,407)
 Net cash inflow from operating activities                                72,021                                              75,714                                       128,801
 Investing activities
 Additions to property, plant and equipment                               (26,590)                                            (19,497)                                     (29,816)
 Additions to other intangible assets                                     (765)                                               (792)                                        (1,442)
 Proceeds from disposals of property, plant and equipment                 162                                                 -                                            141
 Proceeds from sale and leaseback of residential property                 -                                                   -                                            16,285
 Distributions from associates                                            -                                                   147                                          147
 Movement in short-term cash deposits held for investment purposes        -                                                   7,090                                        7,090
 Interest received                                                        1,688                                               2,126                                        4,036
 Net cash outflow from investing activities                               (25,505)                                            (10,926)                                     (3,559)
 Financing activities
 Proceeds from share issue                                                60                                                  206                                          251
 Proceeds from distribution of shares from treasury                       6                                                   6                                            6
 Purchase of own shares                                                   (17,793)                                            (26,261)                                     (52,050)
 Proceeds from disposal of own shares                                     553                                                 -                                            -
 Net cash flow from other credit facilities                               -                                                   (11,244)                                     (11,244)
 Discharge of lease liabilities                                           (32,403)                                            (27,001)                                     (57,907)
 Interest paid                                                            (7,205)                                             (6,531)                                      (13,262)
 Dividends paid - Mears Group shareholders                                -                                                   -                                            (12,933)
 Net cash outflow from financing activities                               (56,782)                                            (70,825)                                     (147,139)
 Cash and cash equivalents, beginning of period                           91,404                                              113,301                                      113,301
 Net increase/(decrease) in cash and cash equivalents                     (10,266)                                            (6,037)                                      (21,897)
 Cash and cash equivalents, end of period                                 81,138                                              107,264                                      91,404

All results are in respect of continuing operations.

The accompanying notes form an integral part of these condensed consolidated
financial statements.

Half-year condensed consolidated statement of changes in equity

For the six months ended 30 June 2025 (unaudited)

                                                       Attributable to equity shareholders of the Company
                                             Share     Share        Share-       Treasury shares  Merger       Retained     Non-          Total

capital
premium
based

reserve
earnings
controlling
equity

account
payment      £'000

interest

                                             £'000

reserve                      £'000        £'000
             £'000
                                                       £'000
                                                       £'000
                                                                    £'000
 At 1 January 2024                           1,016     2,332        1,883        (5,122)          7,971        189,428      2,948         200,456
 Net result for the period                   -         -            -            -                -            22,725       424           23,149
 Other comprehensive income                  -         -            -            -                -            308          -             308
 Total comprehensive income for the period   -         -            -            -                -            23,033       424           23,457
 Issue of shares                             1         205          -            -                -            -            -             206
 Purchase of treasury shares                 -         -            -            (6,265)          -            -            -             (6,265)
 Cancellation of shares                      (56)      -            -            -                -            (19,940)     -             (19,996)
 Share options - value of employee services  -         -            1,050        -                -            -            -             1,050
 Share options - exercised or lapsed         -         -            (749)        1,870            -            (1,115)      -             6
 Dividends                                   -         -            -                             -            (8,939)      -             (8,939)
 At 30 June 2024                             961       2,537        2,184        (9,517)          7,971        182,467      3,372         189,975

 At 1 January 2025                           908       2,581        3,604        (14,985)         7,971        184,028      3,358         187,465
 Net result for the period                   -         -            -            -                -            23,754       (129)         23,625
 Other comprehensive income                  -         -            -            -                -            486          -             486
 Total comprehensive income for the period   -         -            -            -                -            24,240       (129)         24,111
 Tax credit on share-based payments          -         -            -            -                -            1,410        -             1,410
 Issue of shares                             -         60           -            -                -            -            -             60
 Purchase of treasury shares                 -         -            -            (1,619)          -            -            -             (1,619)
 Disposal of treasury shares                 -         -            -            553              -            -            -             553
 Cancellation of shares                      (43)      -            -            -                -            (16,130)     -             (16,173)
 Share options - value of employee services  -         -            1,145        -                -            -            -             1,045
 Share options - exercised or lapsed         -         -            (1,138)      2,154            -            (1,010)      -             6
 Dividends                                   -         -            -                             -            (9,271)      -             (9,271)
 At 30 June 2025                             865       2,641        3,611        (13,897)         7,971        183,267      3,229         187,687

 

The accompanying notes form an integral part of these condensed consolidated
financial statements.

Notes to the half-year condensed consolidated financial statements

For the six months ended 30 June 2025

1. Corporate information

Mears Group PLC is a public limited company incorporated in England and Wales
whose shares are publicly traded. The half-year condensed consolidated
financial statements of the Company and its subsidiaries for the six months
ended 30 June 2025 were authorised for issue in accordance with a resolution
of the Directors on 6 August 2025.

2. Basis of preparation and accounting principles

(a) Basis of preparation

The financial information comprises the unaudited results for the six months
ended 30 June 2025 and 30 June 2024, together with the audited results for the
year ended 31 December 2024. The half-year condensed consolidated financial
statements for the six months ended 30 June 2025 have been prepared in
accordance with the Disclosure and Transparency Rules of the Financial Conduct
Authority, with IAS 34 'Interim Financial Reporting', as contained in
UK-adopted international accounting standards. The half-year condensed
consolidated financial statements do not include all the information and
disclosures required in the annual financial statements and should be read in
conjunction with the Group's annual financial statements as at 31 December
2024, which have been prepared in accordance with United Kingdom adopted
International Accounting Standards in conformity with the requirements of the
Companies Act 2006.

This half-year condensed consolidated financial information does not comprise
statutory accounts within the meaning of Section 434 of the Companies Act
2006. Statutory accounts for the year ended 31 December 2024 were approved by
the Board of Directors on 9 April 2025. Those accounts, which contained an
unqualified audit report under Section 495 of the Companies Act 2006, have
been delivered to the Registrar of Companies in accordance with Section 441 of
the Companies Act 2006.

The half-year condensed consolidated financial statements for the six months
ended 30 June 2025 have not been audited or reviewed by an auditor pursuant to
the Auditing Practices Board guidance on the Review of Interim Financial
Information.

There have been no significant changes to estimates of amounts reported in
prior financial years.

Going concern

The Directors consider that, as at the date of approving the interim financial
statements, there is a reasonable expectation that the Group and Company have
adequate resources to continue in operational existence for the period to at
least 30 September 2026. When making this assessment, management considers
whether the Group will be able to maintain adequate liquidity headroom above
the level of its borrowing facilities and to operate within the financial
covenants applicable to those facilities which will be measured at 31 December
2025 and 30 June 2026. As at 30 June 2025 and 6 August 2025, the Group had
£70m of committed borrowing facilities of which none was drawn. The principal
borrowing facilities are subject to covenants as detailed on page 54 of the
2024 Annual Report. The nature of the principal risks and uncertainties faced
by the Group has not changed significantly from those set out on pages 63 to
65 of the 2024 Annual Report and is not expected to change over the next 12
months. The Group has modelled its cash flow outlook for the period to 30
September 2026 and the forecasts indicate significant liquidity headroom will
be maintained above the Group's borrowing facilities and that financial
covenants will be met throughout the period.

The Directors have a reasonable expectation that the Company and its
subsidiaries have adequate resources to continue in operational existence
until 30 September 2026. Accordingly, they continue to adopt the going concern
basis in preparing the interim statement.

Tax

A tax charge of £8.4m (2024: £7.4m) is recognised for the period. This tax
charge is recognised based on the best estimate of the average effective
income tax rate on profit before tax for the full financial year.

(b) Significant accounting policies

The accounting policies adopted in the preparation of the half-year condensed
consolidated financial statements are consistent with those followed in the
preparation of the Group's annual financial statements for the year ended 31
December 2024.

 

3. Revenue

The Group's revenue disaggregated by pattern of revenue recognition is as
follows:

                                        Six months ended 30

                                        June 2025            Six months ended 30

                                        (unaudited)          June 2024

£'000
(unaudited)

£'000
 Revenue from contracts with customers
 Repairs and maintenance                268,274              234,772
 Contracting                            22,616               34,446
 Property income                        245,714              286,809
 Care services                          10,864               10,684
 Other                                  440                  358
                                        547,908              567,069
 Lease income                           11,476               12,974
                                        559,384              580,043

4. Segment reporting

Segment information is presented in respect of the Group's operating segments
based on the format that the Group reports to its chief operating decision
maker for the purpose of allocating resources and assessing performance.

                                 Six months ended 30 June 2025        Six months ended 30 June 2024
                                 Maintenance  Management  Total                 Maintenance  Management  Total

                                 £'000        £'000       £'000                 £'000        £'000       £'000
 Revenue                         302,194      257,190     559,384               280,077      299,966     580,043
 Cost of sales                   (228,549)    (201,018)   (429,567)             (210,053)    (237,257)   (447,310)
 Gross profit                    73,645       56,172      129,817               70,024       62,709      132,733
 Administrative costs            (60,334)     (33,077)    (93,411)              (62,887)     (36,250)    (99,137)
 Share of profits of associates  428          27          455                   633          -           633
 Net finance income/(costs)      954          (5,769)     (4,815)               1,446        (5,168)     (3,722)
 Profit before tax               14,693       17,353      32,046                9,216        21,291      30,507
 Tax expense                                              (8,421)                                        (7,358)
 Profit for the period                                    23,625                                         23,149

 

 

5. Finance income and finance costs

                                                                   Six months ended 30  Six months ended 30

                                                                   June 2025            June 2024

(unaudited)
                                                                   (unaudited)
£'000

£'000
 Interest charge on overdrafts and loans                           (320)                (343)
 Interest on lease obligations                                     (6,922)              (5,808)
 Other interest expense                                            (64)                 (92)
 Finance costs on bank loans, overdrafts and leases                (7,306)              (6,243)
 Interest charge on net defined benefit scheme obligations         -                    (5)
 Total finance costs                                               (7,306)              (6,248)
 Interest income resulting from short-term bank deposits           1,514                1,850
 Interest income resulting from net defined benefit scheme assets  632                  463
 Other interest income                                             345                  213
 Finance income                                                    2,491                2,526
 Net finance charge                                                (4,815)              (3,722)

6. Tax expense

Tax recognised in the Consolidated Statement of Profit or Loss:

                                                                                 Six months ended 30  Six months ended 30

                                                                                 June 2025            June 2024

                                                                                 (unaudited)          (unaudited)

£'000
£'000
 United Kingdom corporation tax                                                  8,479                7,606
 Adjustment in respect of previous periods                                       -                    -
 Total current tax charge recognised in Consolidated Statement of Profit         8,479                7,606
 or Loss
 Total deferred taxation recognised in Consolidated Statement of Profit or Loss  (58)                 (248)
 Total tax charge recognised in Consolidated Statement of Profit or Loss         8,421                7,358

7. Dividends

                                          Six months ended 30  Six months ended 30

                                          June 2025            June 2024

                                          (unaudited)          (unaudited)

£'000
£'000
 Final 2024 dividend of 11.25p per share  9,271                8,939

The dividend disclosed within the half year condensed consolidated statement
of changes in equity represents the final 2024 dividend of 11.25p per share
proposed in the 31 December 2024 financial statements and approved at the
Group's Annual General Meeting on 4 June 2025. This was paid on 10 July 2025.

The Board has declared an interim dividend of 5.60p (2024: 4.75p) per share.
This is not recognised as a liability at 30 June 2025 and will be payable on 2
October 2025 to shareholders on the register of members at the close of
business on 12 September 2025. The shares will go ex-dividend on 11 September
2025.

8. Earnings per share

                                             Six months ended 30  Six months ended 30

                                             June 2025            June 2024

                                             (unaudited)          (unaudited)

                                             p                    p
 Basic earnings per share                    28.62                23.63
 Diluted earnings per share                  27.68                23.12

All results relate to continuing activities. The calculation of EPS is based
on a weighted average of ordinary shares in issue during the period. The
diluted EPS is based on a weighted average of ordinary shares calculated in
accordance with IAS 33 'Earnings per Share', which assumes that all dilutive
options will be exercised. IAS 33 defines dilutive options as those whose
exercise would decrease earnings per share or increase loss per share from
continuing operations.

                                                                               Six months ended 30  Six months ended 30

                                                                               June 2025            June 2024

                                                                               (unaudited)          (unaudited)

                                                                               Million              Million
 Weighted average number of shares in issue:                                   82.99                96.16
 ·      Dilutive effect of share options                                       2.83                 2.15
 Weighted average number of shares for calculating diluted earnings per share  85.82                98.31

9. Trade and other receivables

                                    As at 30      As at 30      As at 31 December

                                    June 2025     June 2024     2024

                                    (unaudited)   (unaudited)   (audited)

£'000
£'000
                                    £'000
 Trade receivables                  28,625        19,915        20,940
 Contract assets                    88,952        80,983        84,335
 Contract fulfilment costs          -             164           148
 Prepayments and accrued income     29,252        28,702        24,468
 Other debtors                      2,974         3,426         3,314
 Total trade and other receivables  149,803       133,190       133,205

10. Trade and other payables

                                  As at 30      As at 30      As at 31 December

                                  June 2025     June 2024     2024

                                  (unaudited)   (unaudited)   (audited)

£'000
£'000
                                  £'000
 Trade payables                   59,748        67,149        51,723
 Accruals                         55,839        50,991        48,355
 Social security and other taxes  32,170        30,675        27,734
 Contract liabilities             68,315        51,244        61,976
 Other creditors                  1,391         5,379         2,490
 Dividends payable                9,271         8,939         -
                                  226,734       214,377       192,278

11. Provisions

A summary of the movement in provisions during the period is shown below:

                             Onerous contract provisions £'000   Property provisions £'000   Insurance provisions £'000   Legal and          Total

£'000
                                                                                                                          other provisions

£'000
 At 1 January 2025           8,202                               1,842                       4,138                        6,400              20,582
 Provided during the period  -                                   -                           1,215                        500                1,715
 Utilised during the period  (259)                               -                           (1,080)                      (4,200)            (5,539)
 Unused amounts reversed     -                                   -                           -                            (500)              (500)
 At 30 June 2025             7,943                               1,842                       4,273                        2,200              16,258

At the start of 2025, the Group carried various provisions relating to
expected outflows of uncertain timing or amount. Further details of these
provisions as they stood at 31 December 2024 can be found in the 2024 Annual
Report.

The utilisation of the onerous contract provision has been in line with
expectations at 31 December 2024. One legal provision has been settled during
the period, also in line with expectations. There has been a modest increase
in the amount provided in respect of one legal provision.

12. Financial instruments

Categories of financial instruments

                                  As at 30      As at 30      As at 31 December

                                  June 2025     June 2024     2024

                                  (unaudited)   (unaudited)   (audited)

£'000
£'000
                                  £'000
 Non-current assets
 Fair value (level 3)
 Investments - other investments  1,500         65            850
 Amortised cost
 Loan notes                       10,414        4,669         10,195
 Current assets
 Amortised cost
 Trade receivables                28,625        19,915        20,940
 Other debtors                    2,974         3,426         3,314
 Cash at bank and in hand         81,138        107,264       91,404
                                  112,737       130,605       115,658
 Non-current liabilities
 Amortised cost
 Lease liabilities                (232,844)     (209,634)     (230,641)
 Current liabilities
 Fair value (level 3)
 Contingent consideration         -             (595)         -
 Amortised cost
 Trade payables                   (59,748)      (67,149)      (51,723)
 Lease liabilities                (67,125)      (51,416)      (66,861)
 Other creditors                  (1,391)       (4,526)       (2,490)
 Deferred consideration           -             (258)         -
 Dividends payable                (9,271)       (8,939)       -
                                  (137,535)     (132,288)     (121,074)
                                  (245,728)     (207,178)     (225,012)

The IFRS 13 hierarchy level categorisation relates to the extent the fair
value can be determined by reference to comparable market values. The
classifications range from level 1, where instruments are quoted on an active
market, through to level 3, where the assumptions used to arrive at fair value
do not have comparable market data.

The fair values of investments in unlisted equity instruments are determined
by reference to an assessment of the fair value of the entity to which they
relate. This is typically based on a multiple of earnings of the underlying
business (level 3).

There have been no transfers between levels during the period.

Fair value information

The fair value of the Group's financial assets and liabilities approximates to
the book value, as disclosed above.

13. Share capital and reserves

                                                                               2025     2024

 Share capital                                                                 £'000    £'000

 Allotted, called up and fully paid
 At 1 January 90,764,444 (2024: 101,551,082) ordinary shares of 1p each        908      1,016
 (audited)
 Issue of 30,003 (2024:138,880) shares on exercise of share options            -        1
 Cancellation of 4,319,819 (2024: 5,575,561) shares following purchase by the  (43)     (56)
 Group
 At 30 June 86,474,628 (2024: 96,114,401) ordinary shares of 1p each           865      961
 (unaudited)

During the period 30,003 (2024:138,880) ordinary 1p shares were issued in
respect of share options exercised. In addition, 4,319,819 (2024: 5,575,561)
ordinary 1p shares were repurchased by the Group and cancelled.

Treasury shares

                                      Thousands  £'000
 At 1 January 2025                    4,461      14,985
 Acquired by the EBT                  400        1,619
 Disposed of by the EBT               (150)      (553)
 Distributed to employees by the EBT  (644)      (2,154)
 At 30 June 2025                      4,067      13,897

14. Notes to the Consolidated Cash Flow Statement

The following non-operating cash flow adjustments have been made to the result
for the period before tax:

                                         Six months ended 30  Six months ended 30  Year ended

                                         June 2025            June 2024            31 December

                                         (unaudited)          (unaudited)          2024

£'000

                                         £'000                                     (audited)

£'000
 Depreciation                            36,088               33,481               69,032
 Impairment of right of use assets       -                    800                  633
 Loss/(profit) on disposal of assets     749                  (262)                358
 Loss on sale and leaseback transaction  -                    -                    283
 Amortisation                            1,136                1,287                2,244
 Share-based payment charge              1,145                1,050                2,622
 IAS 19 pension movement                 21                   (413)                (544)
 Movement in fair value of investments   (650)                -                    (785)
 Share of profits of associates          (455)                (633)                (1,014)
 Finance income                          (2,491)              (2,526)              (5,367)
 Finance cost                            7,306                6,248                13,785
 Total                                   42,849               39,032               81,247

15. Pensions

The Group contributes to defined benefit schemes which require contributions
to be made to separately administered funds. The assets of the schemes are
administered by trustees in funds independent from the assets of the Group.

In certain cases, the Group will participate under Admitted Body status in
Local Government Pension Schemes. The Group will contribute for a finite
period up until the end of the particular contract. The Group is required to
pay regular contributions as detailed in the scheme's schedule of
contributions. In some cases, these contributions are capped, and any excess
can be recovered from the body from which the employees originally
transferred. Where the Group has a contractual right to recover the costs of
making good any deficit in the scheme from the Group's client, the fair value
of that asset has been recognised as a separate pension guarantee asset.

For all schemes included within Other schemes, the Group does not have an
unconditional right to benefit from any surplus and therefore, where such
schemes are in a surplus position, the surplus is not recognised.

For the purposes of the interim financial statements management has estimated
the movements in pension liabilities by reference to the changes in principal
assumptions since 31 December 2024, using the sensitivities to movements in
these assumptions calculated at that time. The movements in pension assets
have been estimated either by reference to preliminary asset valuations at 30
June 2025 or to market index returns over the period for different asset
classes in line with the asset portfolios held at 31 December 2024.

The principal actuarial assumptions that have changed since 31 December 2024
are as follows:

                               As at 30      As at 31 December 2024

                               June 2025     (audited)

                               (unaudited)
 Discount rate                 5.65%         5.50%
 Retail prices inflation       2.90%         3.05%
 Consumer prices inflation     2.50%         2.65%
 Rate of increase of salaries  2.90%         3.05%

The amounts recognised in the Consolidated Balance Sheet and major categories
of plan assets are:

                                             30 June 2025                   31 December 2024

                                             (unaudited)                    (audited)
                                             Group     Other     Total      Group     Other     Total

                                             schemes   schemes   £'000      schemes   schemes   £'000

                                             £'000     £'000                £'000     £'000
 Group's estimated asset share               116,966   122,735   239,701    118,879   115,431   234,310
 Present value of funded scheme liabilities  (93,703)  (73,364)  (167,067)  (97,210)  (76,705)  (173,915)
 Funded status                               23,263    49,371    72,634     21,669    38,726    60,395
 Scheme surpluses not recognised as assets   -         (48,130)  (48,130)   -         (37,150)  (37,150)
 Pension asset/(liability)                   23,263    1,241     24,504     21,669    1,576     23,245

The Group's defined benefit obligation is sensitive to changes in certain key
assumptions. A 0.1% reduction in the net discount rate (the base discount rate
less the rate of inflation) would result in an increase in the present value
of the defined benefit obligation of approximately 2.3%, although an element
of the increase would be mitigated by an increase in the pension guarantee
assets or a reduction in the unrecognised surplus, as described above.

16. Half-year condensed consolidated financial statements

Further copies of the Interim Report are available from the registered office
of Mears Group PLC at 2nd Floor, 5220 Valiant Court, Gloucester Business Park,
Brockworth, Gloucester, GL3 4FE or www.mearsgroup.co.uk.

17. Principal risks and uncertainties

The nature of the principal risks and uncertainties faced by the Group has not
changed significantly from those set out on pages 63 to 65 of the 2024 Annual
Report and Accounts and is not expected to change over the next six months.

18. Forward-looking statements

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

The Directors confirm, to the best of their knowledge, that this condensed set
of financial statements has been prepared in accordance with IAS 34 as adopted
by the European Union and that the Interim Report includes a fair review of
the information required by Rules 4.2.4, 4.2.7 and 4.2.8 of the Disclosure and
Transparency Rules of the UK Financial Conduct Authority.

By order of the Board

 

L J Critchley
       A C M Smith

Chief Executive Officer                                Chief
Finance Officer

lucas.critchley@mearsgroup.co.uk
andrew.smith@mearsgroup.co.uk

6 August 2025

 

 

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